3.5 TIMES PLUS OVER THE REVENUE OF THE PRIOR YEAR

[b]3.5 TIMES PLUS OVER THE REVENUE OF THE PRIOR YEAR ... AWESOME !![/b]

10-K 1 pctl0405form10k.htm FORM 10-K
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020



OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For transition period from ___ to ____



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, South Carolina

(Address of principal executive offices)

29566

(Zip Code)



Registrant’s telephone number, including area code: (843) 390-7900



PCT LTD

(Former name, former address and former fiscal year, if changed since last report.)



Securities registered under Section 12(b) of the Act: None



Securities registered under Section 12(g) of the Act: Common Stock



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☑



Indicate by check mark whether the registrant (1) 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 if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the 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 ☐

Non-accelerated filer ☑

Accelerated filer ☐

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 ☑



As of June 30, 2020, the aggregate market value of the Registrant’s common equity held by non-affiliates computed by reference to the closing price ($0.03565) of the Registrant’s most recently completed second fiscal quarter was $20,119,600.



The number of shares outstanding of the registrant’s common stock as of April 12, 2021 was 756,329,354, which does not include shares of common stock reserved against default on convertible debt.



Documents incorporated by reference: None







TABLE OF CONTENTS



PART I
Item 1. Business 5
Item 1A. Risk Factors 14
Item 1B. Unresolved Staff Comments 23
Item 2. Properties 23
Item 3. Legal Procedures 23
Item 4. Mine Safety Disclosures 23

PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24
Item 6. Selected Financial Data 26
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 30
Item 8. Financial Statements and Supplementary Data 30
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 60
Item 9A. Controls and Procedures 60
Item 9B. Other Information 60

PART III
Item 10. Directors, Executive Officers and Corporate Governance 61
Item 11. Executive Compensation 63
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 65
Item 13. Certain Relationships and Related Transactions, and Director Independence 66
Item 14. Principal Accounting Fees and Services 67

PART IV
Item 15. Exhibits, Financial Statement Schedules 68
Signatures 69





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 objections 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 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.



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, especially related to purchasing critical

inventory;

• 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 and hire key employees;

• the global impact of COVID-19 on the United States economy and our operations;

• the inability of management to effectively implement our strategies and business plans; and

• the other risks and uncertainties detailed in this report.



Readers of this report should not place undue reliance on any forward-looking statement, each of which applies only as of the date of this report. Before you invest in our common stock, you should be aware that the occurrence of the events described in the section entitled “Risk Factors” and elsewhere in this report could negatively affect our business, operating results, financial condition and stock price. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this report to conform our statements to actual results or changed expectations.



In this annual report references to “PCT LTD,” “we,” “us,” “our” and “the Company” refer to PCT LTD and its wholly-owned operating subsidiary, Paradigm Convergence Technologies Corporation (“PCT Corp.” or “Paradigm”).





AVAILABLE INFORMATION



We file annual, quarterly and special reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC’s website at www.sec.gov. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt to of a written request to us at PCT LTD, 4235 Commerce Street, Little River, South Carolina 29566.







PART I



ITEM 1. BUSINESS



Historical Development



On February 27, 1986, PCT LTD, formerly known as Bingham Canyon Corporation (“PCTL”), was incorporated in the State of Delaware as Hystar Aerospace Marketing Corporation of Delaware (“Hystar-Delaware”) and was a subsidiary of Nautilus Entertainment, Inc., (now called VIP Worldnet, Inc.), a Nevada corporation. Hystar-Delaware completed a change of domicile merger on August 26, 1999 with then named Bingham Canyon Corporation, now named PCT LTD, a Nevada corporation.



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



PCTL and PCT Corp. are located in Little River, SC. PCT Corp. was formed June 6, 2012 under the name of EUR-ECA, Ltd. which was changed in September 2015 to PCT Corp.



Business Strategy



PCTL focuses its business on acquiring, developing and providing sustainable, environmentally safe disinfecting, cleaning and tracking technologies. The company acquires and holds rights to innovative products and technologies, which are commercialized through its wholly owned operating subsidiary, PCT Corp. PCT Corp. is a technology development, design, assembly and manufacturing company specializing in providing cleaning/sanitizing/disinfectant fluid solutions and fluid-generating equipment that create environmentally safe solutions for global sustainability. PCT Corp. markets new products and technologies for the healthcare, agriculture, oil and gas and other industries through multiyear system and service contracts that provide equipment and support for our customers.



The Company holds and defends its patents, trademarks, intellectual property and distribution rights to its innovative products and technologies. While a direct-sales capability is in place and will continue to be expanded, it is not PCT Corp.’s intent to be the sole distributor of its proprietary products. Members of PCT Corp.’s management also act in supportive roles for the development of distributors and manufacturers’ representatives who are involved in selling its products. In addition to the direct sales program, senior management is responsible for continuing to develop the distribution and licensing program operations for the technology, to develop new opportunities and applications for the products and to promote the brands. PCT Corp.’s senior management intends to also continue the pursuit of new technologies – particularly technologies which are complementary to or enhance applications opportunities for its existing products - upon which it will build and expand its business.



PCT Corp. has developed several models of electrochemical activation generators and systems for the production of Hydrolyte®, an EPA registered, highly effective sanitizer/disinfectant microbiocide that is environmentally responsible and for use around humans and animals. Hydrolyte® has been market tested with commercial customers and is now fully launched into the hospital and healthcare market. Management intends to focus on leveraging the opportunities presented by Hydrolyte® during 2021within the healthcare market, as well as building into its oil and gas and agriculture markets.



PCT Corp.’s revenue streams have in the past been derived primarily from master service contracts, placing its Annihilyzer Infection Control Systems and other models of its equipment into clients’ locations and benefitting from recurring monthly revenue for typically 3- to 5-year contract periods, as well as licensing and distributor agreements, along with some outright sales of equipment. PCT Corp. made a “soft” launch in 2017, and management focused on establishing distributor operations and direct sales in addition to expanding its equipment production capabilities. Direct sales of equipment and Hydrolyte® have been managed by members of the senior management team. During 2019, PCT Corp. added additional distributors and supplemental EPA registrants (licenses), in addition to building on existing distributors that have existing healthcare, and other industry, customer relationships. The prior years’ distributors were based in New Jersey/New York, North Carolina, Ohio and Florida. As a result of the unprecedented COVID-19 pandemic’s onset in March of 2020, PCT Corp. found itself unable to travel to install Annihilyzer Infection Control Systems into healthcare settings; so, management decided to upfit its Little River, SC facility to produce significantly increased fluid production capacity to 10,000 gallons a day to serve healthcare facilities’ and others’ critical needs for a hospital level, US EPA-registered disinfectant. During 2020, PCT Corp.’s distribution network was vastly expanded throughout the United States, including Puerto Rico, as well as into the United Kingdom. A distributor-focused website was launched (www.pctcorporation.com) to build the company’s Hydrolyte® brand and promote fluid sales. Management expects to continue vetting and adding more strategically located and specific industry-focused distributors and is in negotiations with several potential entities for certain market segments.



In building out our production capabilities, PCT Corp. developed strategic operating relationships with firms that are leaders in production, manufacturing and distribution within the various industries where the markets for our technologies exist. Management believes that this strategy, properly executed, should allow for the most rapid possible rollout of the products and solid capture of market share.



5


Principal Technology: Hydrolyte® and PCT Catholyte



Paradigm’s generator systems make two products in the cleansers, hard-surface sanitizers, and disinfectants categories:

• Hydrolyte® US EPA Registration No. 92108-1 is a highly effective hard-surface sanitizer and/or disinfectant with the lowest EPA toxicity rating possible (“4”); and,


• PCT Catholyte, a similarly safe, mild detergent, degreaser and surfactant that is easily applied using mop buckets, sprayers and floor cleaning machines for basic janitorial cleaning purposes.


Both products are outputs of a single process of electrochemical activation (“ECA”) generation process using the Company’s technology and input ingredients derived from naturally occurring salt minerals and water. Commercially, the primary product is Hydrolyte®, and the second product of the process, Catholyte, is a very useful and effective product for which parallel markets exist and profitable revenue streams are being developed.



The company had two registrations of Hydrolyte® with the U. S. Environmental Protection Agency (“EPA”) during 2019 but retained only the most valuable Registration (92108-1) at the end of 2019, having sold the duplicate registration to a third-party entity. Hypochlorous acid- (HOCl-) based solutions such as Hydrolyte® are approved for specific uses and with specific directions by the Food and Drug Administration (“FDA”) for cleaning and sanitizing applications and by the United States Department of Agriculture (“USDA”) for use in food processing. These “approvals” are covered in various Federal Codes.



Although it has been well known for many years that an aqueous solution of hypochlorous acid (HOCl), branded by the Company as “Hydrolyte®”, (commonly called “anolyte”) can deliver extremely effective decontamination and disinfectant results, previous challenges in the production technology had rendered its use economically infeasible in most applications. The primary drawbacks with previous anolyte production technology were: 1) the inability to generate anolyte in high enough concentrations (Parts Per Million – PPM) of the active ingredient, HOCL; 2) high enough commercial volumes from the generators (as opposed to 1 quart to 1 gallon, small volume batch or low flow generators); 3) reliability of the generators or fluids; and, 4) the relatively short time that the product maintained its maximum decontaminative efficacy (“shelf life”) and consistency.



By nature, Hydrolyte® is a metastable, aqueous solution of hypochlorous acid generated through the ECA process. It has a high redox potential (900 millivolts) and a greater biocidal effect than chlorine and other toxic chemicals. Hydrolyte® is 99.5% water + salt rendering it of less concern to humans; yet, it is effective against the various classes of pathogens comprising bacteria, viruses, spores and yeast. Organisms in these categories include C. diff, TB, Parvovirus. Norovirus, Listeria, E. Coli, HIV, Hepatitis C, Influenza A, Candida and antibiotic-resistant strains such as MRSA, VRE and CRE. Using Hydrolyte® in decontamination and sterilization processes generally eliminates the need for the use of other highly toxic chemical biocides (such as ammonia, chlorine bleach and glutaraldehyde) which are commonly used in sanitizing, disinfection and decontamination. On March 31, 2020, we became sanctioned to use the US EPA’s “emerging viral pathogens claim” which assisted our commercialization efforts to provide Hydrolyte® to many distributors.



This Company’s proprietary production, distribution and applications technologies have solved these problems. Its production equipment allows the Hydrolyte® solution to be produced consistently with specific, predetermined concentration of HOCl within the range of concentrations typically employed (50 to 600 PPM) as well as the desired pH level (the pH scale measures how acidic or Alkaline a substance is) that may be desirable for any given application. To resolve the maintenance of efficacy issue, PCT Corp. has perfected generation (production) equipment which is small enough to be located on the customer’s facility, allowing for production-on-demand rather than maintaining stored product inventory. For customers who will not use enough product to justify the on-site equipment, the company intends to engage industry-specific distribution and commercial services companies to provide the products to end-user customers on a regular delivery schedule. The combination of the on-site generation and delivery solutions should assure end-users will always be supplied with fresh, full strength product.




6


Production:



Hydrolyte® is generated with the Company’s proprietary equipment. The production technology for Hydrolyte® generates a product with predetermined PPM and pH properties, i.e., the equipment can be calibrated to deliver any desired PPM level; and we believe it is superior to any other known production process or equipment available in the market today. The scalable Hydrolyte® generation systems technology largely will be housed in portable and mobile units, which can be readily moved within a building or from site to site, although more permanent installations, probably employing larger generation systems, will be made in situations where such installation is appropriate or required. The Company’s models of Hydrolyte® generator equipment is classified, dependent upon configuration and volume of output:



• Annihilyzer Infection Control System – Hospital/Healthcare
• Annihilyzer Infection Control System – Rack Model
• Hydrolyte Generator – Large and Medium Volume
• SurvivaLyte Manual Generator – Small Volume
• Annihilyzer Hospital 360 SMART Spray Cart
• School/Hospitality Industry and General Business 360 SMART Utility Cart


Other models and newer generations of the Annihilyzer® Infection Control System and Hydrolyte® generating equipment are in research and development.



Markets:



The primary applications for the Hydrolyte® technology are in cleaning, sanitizing, and disinfecting in a variety of market sectors and settings, including:



• Institutional facilities, such as hospitals, nursing homes, hotels, correctional facilities and schools;


• The agriculture industry for pre- and post-harvest disinfection of crops, sanitization in food processing, and certain applications in animal husbandry;


• The oil and gas industry where Hydrolyte® can provide a process to disinfect water used in hydraulic fracking processes (“frac water”) and to kill sulfate reducing bacteria in “sour” oil and gas wells; and Catholyte can be used to clean equipment and aid in product recovery when applied “down hole”; and.


• Other potential market opportunities are available, e.g., disinfecting and sanitizing of water in public and private water systems and industrial waste-water systems.


Management determined that the most direct paths to rapid revenue and earnings growth are in the institutional facilities and agriculture markets, although the agricultural market presents some EPA-related barriers. The preponderance of business development and marketing resources are currently being devoted to these two markets. Management intends to also work to maintain our position and expertise in the oil and gas industry to assure that current customer relationships are maintained, business opportunities at hand are pursued and that we are properly positioned for a roll-out as, and when, drilling activity increases as anticipated. As further market development occurs, the Company anticipates considering and acting upon factual information.




7


Institutional Facilities: Hospitals, Health Care Facilities and Schools



PCT Corp.’s senior research and development personnel have developed several models of equipment to be deployed as a state-of-the-art integrated product dispensing, tracking (patented RFID tracking features) and management systems for applications in the institutional facilities market. This integrated technologies solution, branded as PCT’s Annihilyzer® Infection Control System, has been designed most particularly for hospitals, large long-term care, assisted living and nursing home facilities. In various configurations (utilizing a rack model) it in can be deployed in other health care facilities including urgent care centers, medical, dental and veterinary offices. It is adaptable to deployment in schools, prisons, hotels, and many other facilities, although the primary marketing and sales goal for PCT Corp. remains with the hospital market. A complete and custom turn-key cleaning and disinfection program solution can be provided to each facility.



At the physical core of the Annihilyzer® System is PCT Corp.’s on-site generation equipment, housed in the Annihilyzer® Filling Station (the Hydrolyte® generating portion of the equipment), also containing the Company’s patented tracking system, managed disbursement and bottling system for fluid production, containerization and use. Spray bottles and other containers are labeled when filled or refilled with product identification and date of production using printed labels and radio-frequency identification (“RFID”) tags. Reading these labels and tags before use assures that the correct and “fresh” product is always being used. Each room is also given an RFID tag. By reading the RFID room tags with a mobile app in a Mobile Data Terminal (ruggedized smartphone), the system tracks what is cleaned and disinfected, when, with what product, and by whom. The station is Wi-Fi connected to smartphones, so it can receive and store all of the data collected. The data can be used to generate a complete record of all cleaning, disinfecting and sanitizing activity, including personnel time and task data – a cost saving convenience to management.



The Company created and offers a proprietary automated state-of-the-art Electrostatic Spray Cart for use in hospital (or hospitality-industry) settings, allowing for rapid disinfecting of rooms once a patient (guest) has vacated the room. This system is designed to reduce the turnover time required between patients/guests, potentially increasing revenue opportunities, and improving efficiency of hospital/hotel personnel. A smaller scaled model of the electrostatic spray cart is available to other industries, such as hotels, transportation, schools, and other businesses.



PCT Corp. deploys its on-site production equipment under service contracts, charging an installation and set-up fee followed by monthly contract fees (some pricing models may include, or may be based on, a price per gallon of product used), over a contract period of approximately 3 – 5 years. The equipment is deployed and maintained through PCT Corp.’s personnel at first, then through specially-trained distributors. The Company is exploring the use of licensed commercial services companies to provide the future on-site support, as required. The product generators and other components of the on-site systems are currently monitored remotely by a PCT Corp. equipment specialist(s), but we are considering contracting with a monitoring company that is highly experienced and provides round the clock expertise in remote monitoring and response systems. The precise nature of any functional problems that may occur with any of the system’s components are, in most cases, automatically communicated via the internet to the monitoring and control center of the equipment. Any problem is then resolved through a three-tiered problem response system: first by remote access to the computerized system controls, second by an on-site technician call, and third through a “rapid replacement” program. If problems are not resolved by the first or second tier responses, then PCT Corp. would overnight ship replacement parts or, if necessary, a complete station or system and have the defective unit returned for repair.



8


Agricultural Antimicrobial Pesticide



In the agricultural sector our microbicide is branded as “Hydrolyte® Green.” Our testing and field trials continue to indicate that it can provide pre-harvest disinfection and decontamination solutions for any number of field crops that are affected by various bacterial and fungal pathogens. Through USDA grants and multiple studies by universities around the world, hypochlorous acid solutions have been tested and proven effective in post-harvest applications to include sanitizing at point of harvest, point of packing, and points of sale.



While Hydrolyte Green® is effective in these post-harvest applications, the Company’s major objective is to deliver solutions for pre-harvest pathogen contaminations, where a multitude of microbial infestations of many crops still need effective solutions that will qualify for regulatory approvals necessary to bring the treatment solution into commercial use. PCT Corp.’s agricultural research program continued throughout 2019 and is intended to support a continuous rollout of scientifically tested and certified applications for the treatment and prevention of numerous specific microbial infestations of a wide variety of crops. This research activity is expected to capture the test data required for regulatory approvals, and market acceptance of, the specific uses for the specific crops. During 2018, we executed a distribution and license agreement with an agricultural chemical specialty company and are actively involved in additional field trials of Hydrolyte Green®. The US EPA product registration “system” has presented the Company with challenges that have yet to be overcome so that commercial entry in this industry may move forward. For this reason, PCT Corp.’s prior agricultural-focused distributor allowed its distribution and license agreement to lapse after October 1, 2019, having paid the Company $100,000 for the 1-year rights associated with the agreement.



While company management, technical staff and consultants are certain of the ability of Hydrolyte® to mitigate most microbes; further testing and documentation are required to determine optimal protocols for treatment, including application concentrations, volumes, and frequency, as well as optimal delivery techniques (which could be any or all of: root drenching, foliar spray or injection) needed to produce the most effective and least costly solutions to microbial infestations. It must also be demonstrated and certified by independent third-party testing that the treatment does no harm to the plants or the crops to be harvested and leaves no chemical residual inside the crop.



PCT Corp. undertook a long-term testing and field trial program with an independent agricultural pesticide research firm to determine the feasibility of pre-harvest use of Hydrolyte® to treat various microbial infestations in as many different crops as possible. The research in this field continues, to-date. Management has identified several microbial crop infestation problems for which safe and effective treatment solutions have yet to be found and for which there is preliminary evidence that a properly researched Hydrolyte® treatment protocol could provide such a solution. Management anticipates positive results from independent testing leading to the creation, over time, of multiple business opportunity targets on which to build a solid consistent, long-term revenue stream with solid growth potential for the foreseeable future.



Testing/Research:



Five years ago (2015), an opportunity was identified for research into a possibly significant opportunity for commercialization of a formulation of the Company’s Hydrolyte® product. A critical agricultural market was seeking solutions to eradicate a serious and threatening microbial infestation. The company’s management determined that our product’s microbicide capability could provide a readily deployable and effective solution to the problem. Three months (late 2015 and early 2016) were spent determining the research requirements, target-market requirements and the potential for successful commercialization in the identified market. Two seasoned professionals with the necessary expertise were brought on board, and the project was launched from the Company’s facility in Little River, South Carolina, during the fourth quarter of 2015.



To demonstrate that the Company could provide a viable solution, research protocols were developed, and a series of laboratory tests and preliminary trials were performed at a major university by agricultural scientists who were experts on the crop and the infestation. The results of these tests and the trial analysis were very favorable, showing a >97% percent kill rate on the treated microbes in the laboratory and a >88% kill rate in the field trial environment.



Encouraged by early laboratory and field trial results, management secured the services of a consulting specialist in the target crop and the microbial pathogen causing the disease. Working with the consultant, management determined the market to be viable for the use of the Company’s Hydrolyte® in effectively treating the disease.



The second field trial, for nine months during 2016, was extensive and involved a larger-scale operation over a greater length of time. Specific third-party reports to the company indicated “good to excellent control of the disease source, economically feasible, EPA registration possible” and a continuing very high field kill rate. Upon receiving these results, the Company began developing plans to make certain it will be prepared to “supply fluid product in commercial quantities.”



Preventive, curative and health maintenance programs for the application of the Company’s Hydrolyte® were discussed and developed, with input and encouragement by the fruit’s national growing association, as well as from nationally recognized educational and research institutions.



9


In March 2017, the Company began a much larger-scale field trial of our product on a 20-acre plot that has trees showing widespread presence of the disease. We, and our consulting specialist, expect to replicate and to validate previous results and further define the best possible methodology and protocols for effective application of the Hydrolyte® solution. Because the results of the trial were positive, as expected, management continued to expand its commercial field trial usage of Hydrolyte Green ® with its agriculture distributor and licensee and is gaining valuable research data to be used in further commercialization efforts:



• Finalize regulatory approvals to enter the market as the only known resource for resolving this agricultural disease with no known negative effects to the fruit;


• Finalize designs for, and assemble, large volume product generation and delivery systems best suited to the agricultural working environment;


• Pursue additional EPA approvals for additional applications in the agricultural markets; and,


• Forecast, with greater accuracy, product deployment protocols through research and development input for use in the distribution and sales of product in this market.


Although regulatory agency progress within this market was much slower than expected during 2020 due at least in part to the pandemic and certain financial constraints, the Company continues its field trials and compiling documented results.



Oil and Gas Industry



World market prices for oil have fluctuated during the past several years. As opportunities in this market emerge, we plan to use oil-field service companies to market and distribute our Hydrolyte® and Catholyte products to their clients/customers. Management is currently seeking an appropriate opportunity to re-enter this market.



Management believes that the benefits of our proven technologies continue to be desirable for, and should continue to be used in, hydraulic fracturing drilling worldwide. Some of the benefits of our products and systems include: elimination of highly toxic chemicals currently used for decontamination, reduced negative environmental impact, reduced recovery costs, improved product quality, and potentially opening new areas for oil and gas retrieval. As a result, management is preparing for expanding business opportunities in this sector in the mid-term future. As part of this preparation, Paradigm is developing a large-scale system utilizing Hydrolyte® to decontaminate water and fluid going “down hole” in oil and gas-well drilling; and to decontaminate recovered “frac” water for reuse in the fracking process. Operational experience has shown that Hydrolyte® not only effectively decontaminates the water supply of microbes, but also does not cause corrosive damage to gas and oil recovery equipment; nor does it cause any loss of performance to the other chemicals, additives, and propellants currently used in drilling and fracking processes.



Hydrolyte® also addresses another problem in the oil and gas industry. In a separate application, Hydrolyte® can be used to reduce the sulfur content of crude oil in the ground. There are sulfite-producing microbes in crude oil which cause higher levels of hydrogen sulfide (“H2S”) and “sour” wells with sour crude oil which is less valuable than “sweet” crude which has low H2S. It has been demonstrated that Hydrolyte® is effective in reducing or eliminating these microbes, thus improving the quality and value of the oil recovered from the treated well.



Hydrolyte® can reduce the costs of transporting contaminated water from the wellbore to a treatment facility and back for reuse, thus reducing the need for construction of water processing capacity, providing a substantial reduction in the costs of drilling, and enabling a sustainable increase in efficiency. The Company intends to maintain an active marketing program; and expects that there will be renewed opportunities for revenue growth from the frac drilling and related oil-field applications.



In 2019 we put in place a commercial collaboration agreement and sold additional Hydrolyte® large volume equipment with a distributor located in Meeker, Oklahoma. Collaboration in oilfield/gas industry testing, along with preliminary conversations and observations about the Cannabis market, regarding models of delivery of the fluids to the oil and gas market. During 2020, we engaged the consulting services of Pentagon Technical Services led by David Holcomb, PhD, a renowned oil and gas industry expert. Building on laboratory testing, Dr. Holcomb guided the development of protocols for a three- to four-month in-field testing program of PCT Catholyte and other additives to enhance oil production in wells. The in-field testing project was initiated utilizing six (6) test wells in the Grassy Creek oil field located in Deerfield, MO. Four weeks were spent establishing a baseline of oil production from each well. Initial test results were very encouraging, so the Company determined it needed to further explore the oil to water ratio results in the test wells. Recently, it was concluded that three of the six wells were so damaged that it was unlikely there would be any positive results from the PCT Catholyte treatments. The damage to the wells was due to previous recovery efforts that utilized a super-heated steam process that increased the number of fractures, which, when combined with the viscosity of oil (16°), created a prohibitive situation wherein primarily waters would “go through.” We continue to perform testing on the remaining three wells and are encouraged by the increasing ratio of oil to water.




10


Marketing, Sales and Distribution of Hydrolyte®



Once again, marketing and sales activities were nominal in the first half of 2020 while management focused on adapting its business model to meet the climate created by the worldwide pandemic. A good portion of March 2020 was spent building sufficient physical production capacity to meet demand, while developing work flows, shipper relationships and accounting systems to serve fluids customers instead of assembling equipment. New distributor and customer relationships were established through management’s existing contacts and as a result of much of the business world seeking an effective disinfectant to protest themselves during the unprecedented pandemic event. Fluid sales burgeoned, providing a solid base of sales and revenue throughout the 2020 year. Management, working with consultants well-known to management, continues to establish distributor and/or joint venture opportunities and other agreements for the marketing and sales of PCT Corp.’s products and services.



The Company began updating marketing materials and websites in order to present a consistent brand identity.



PCT Corp. uses its production, operations and research and development facility in Little River, South Carolina to display its products and technologies, to produce fluids for shipment, and also established a fluid production depot in Fort Wayne, Indiana during 2020, and is considering strategic assembly capabilities for this facility. The Little River location provides a meeting and demonstration area where working models and simulations allow first-hand interaction and live demonstrations for interested parties. Little River hosts on-site visits for training, as well as allowing for research and development to freely occur in a controlled environment.



The Institutional program for PCT Corp.’s healthcare sales program began with agreements with prospective customers for pilot/demonstration installations at their facilities; those pilot installations were completed early in 2019 and the Company has completely moved away from “trial” installations in the healthcare industry, as pre-contract trial periods are no longer necessary.



Production, Assembly and Principal Suppliers



Hydrolyte® Generation and Equipment Production:



PCT Corp. moved into its operations, research and development and production facility in Little River, South Carolina on December 15, 2016. The research, development and testing spaces were suitable and functional as already built. A new design and layout for a final systems assembly area and an expanded testing area was finalized in January 2018. Since 2019, PCT Corp. has designed and built the following Hydrolyte® generating systems in the Little River facility:



• Annihilyzer Infection Control System – Hospital/Healthcare
• Annihilyzer Infection Control System – Rack Model
• Hydrolyte Generator – Large and Medium Volume
• SurvivaLyte Manual Generator – Small Volume
• Annihilyzer Hospital 360 Electrostatic SMART Spray Cart
• School/Hospitality Industry and General Business Electrostatic 360 SMART Spray Cart


Annihilyzer® Systems Assembly:



Annihilyzer generator systems are assembled and tested in Little River and the other outsourced components for the Annihilyzer® Infection Control Systems are shipped to Werks Manufacturing Inc., in Ft. Wayne, Indiana for final assembly of the Annihilyzer® Kiosk and Filling Station cabinet. The Kiosks, Filling Stations and the 360 Electrostatic Spray Carts are fabricated by Werks, where PCT LTD’s patented RFID technology is inserted, as well.




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Competition



In all our target markets, PCT Corp. will compete directly with large firms selling competing, but toxic, traditional cleanser and disinfectant products that are manufactured off-site and shipped to customers or distributors. These competitors have longer operating histories, more experience, substantially greater financial and human resources, greater size, more substantial research and development and marketing operations, established distribution channels and are well positioned in the market to fight aggressively to defend their market share. However, the combined markets in which PCT Corp. is engaged are so massive that its competitive position as environmentally-responsible and, growing numbers of installations in various markets, combined with being less expensive, are allowing PCT Corp. to prosper. The Company’s on-site generation technology provides a substantial competitive advantage in addition to its unique properties.



There are a limited number of potential competitors providing some form of anolyte-based biocide. Based on management’s research these companies are largely in early operating stages, concentrated in local or regional markets and have no technology or pricing advantage. These include Aquaox, Ecologic Solutions, and MIOX Corporation. During 2020, several new HOCl-focused companies have entered the market, but we find that the competitors are oftentimes not producing the same, consistent, 500 ppm, near-neutral pH fluid solutions or that they may be altering the fluid to increase “shelf-life,” which changes the chemical composition of the HOCl. The markets for HOCl (Hydrolyte®) are so vast, that we believe that credible competitors will positively impact our growth.



In institutional facilities and agricultural industries, PCT Corp. believes that its proprietary integrated technologies solutions in production, distribution, applications management and tracking will continue to provide a competitive advantage in direct competition with other HOCl-producers. In the oil and gas industry PCT Corp. has demonstrated the effectiveness and efficiencies of its Hydrolyte® and continues to develop commercial market data and test results to further promote the use of PCT Catholyte. and processes and commercial acceptance from its customers. It is well positioned with respect to other companies providing anolyte-based biocides.



Intellectual Property



EPA product registrations of disinfectants and pesticides allow the registered products to be sold and distributed with labels identifying specific laboratory tested and proven kill claims of its effectiveness against specific microbial pathogens. Below is a summary of recent EPA registrations, EPA sub-registrations and other intellectual property the Company has acquired. The Company continues to hold certain intellectual properties relative to the Soloplax biodegradable plastics technology but does not anticipate pursuing commercialization of the technology associated in the foreseeable future.



On December 15, 2016, Paradigm acquired an EPA sub-registration (#82341-1-92108), which provides for entry into the facilities and agricultural markets described previously in this document. The company is actively pursuing sales under this registration and label. In addition, the Company has registered its products in several states, under its US EPA No. 92108-1.



On March 13, 2017, the Company entered into a Registration Transfer Agreement (“Transfer Agreement”) and a Data License and Assignment Agreement (“Data Agreement”) with a third party. Pursuant to the Transfer Agreement, the Company received United States Environmental Protection Agency’s (“EPA”) Registration number 82341-4 for Excelyte® VET for a one-time fee of $125,000.



On April 6, 2017, Paradigm, acquired the complete intellectual property, including know-how, trade secrets and patent rights to the hardware, firmware and software comprising the product inventory generation, disbursement, containerization, tracking and reporting system, trademarked as the Annihilyzer® System. The Annihilyzer® System is designed to be employed on-site in healthcare facilities. The company already owns IP rights in the generation system employed in this integrated technology system.



The Company has developed proprietary know-how related to the electrolytic cells and systems that generate our Hydrolyte® and Catholyte products. Paradigm continues, through its research and development program, to perfect the production innovation, know-how, trade secrets and patentable innovations incorporated into the improved production, inventory management and reporting systems. Current focus is on customizing system and equipment design to suite the production parameters and conditions in various specific venues and applications, e.g., agricultural field setting vs. packing house or oil and gas field.



On April 12, 2018 the Company entered into an agreement to purchase the original US EPA Registration No. 83241-1 for EcaFlo® Anolyte. The Company paid a $5,000 deposit on the agreement with the remaining balance due in increments during the second quarter of 2018 to finalize the agreement. The Company continued to make installment payments to complete the purchase of this label and, during 2019, sold the rights to this registration to a third-party for a price that included the remaining portion of the registration that PCTL had not yet paid to the owner, thus completing the transaction and conveying the registration to the new owner.




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Research and Development



PCT Corp.’s research and development costs for the years ended 2020 and 2019 were $40,429, and $6,149, respectively. During that period, PCTL continued ongoing research and development testing of the application of the Hydrolyte® technology in the oil and gas industry; as a biocide in institutional facilities, such as, hospitals, jails and medical facilities; and continued in trial tests in agriculture and food processing.



Research and Development is an ongoing process to develop new and more functional designs for our equipment, specifically Annihilyzer® and “rack model,” high-volume equipment.



Several years ago, PCT Corp. entered into an agreement with Florida Pesticide Research, Inc. to conduct agricultural research intended to support an aggressive rollout of tested and certified applications for the treatment and prevention of numerous specific microbial infestations of a wide variety of crops. While company management, technical staff and consultants are confident of Hydrolyte® Green’s ability to kill many damaging microbe, further testing and testing validation is required to determine proper application concentrations, volumes, frequency and delivery techniques (which could be any or all of: root drenching, foliar spray or injection) needed to be most effective and least costly. It also must be demonstrated that the treatment does no harm to the plants or the product to be harvested and that no harmful residual remains in the crop because of the treatment. Management continues to maintain and expand the testing and demonstration program currently in place over to other crops, as well as to target various additional crop infestation problems for the foreseeable future.



Government Regulations and Compliance with Environmental Laws



PCTL is not aware of any existing or probable government regulations that would negatively impact our operations, other than requiring additional time for US EPA protocol approval in the agricultural market. As a licensor of water treatment technology, the Company is not subject to government regulations for the removal of oils, solids and pathogens from water, other than normal safety standards and certifications (such as UL or CE) for goods that we manufacture for demonstrations and joint ventures, and our product lines. However, prospective customers are subject to local, state and federal laws and regulations governing water quality, environmental quality and pollution control. To date, compliance with government regulations has had no material effect on the company’s operations, capital, earnings, or competitive position, and the cost of such compliance has not been material. The Company is unable to assess or predict at this time what effect additional regulations or legislation could have on its activities.



In addition, PCT Corp.’s prospective customers will be subject to the Clean Water Act which regulates the discharge of pollutants into streams and other waters of the U.S. (as defined in the statute) from a variety of sources. If wastewater or runoff from facilities or operations may be discharged into surface waters, the Clean Water Act requires that person to apply for and obtain discharge permits, conduct sampling and monitoring and, under certain circumstances, reduce the quantity of pollutants in those discharges. The federal government may delegate Clean Water Act authority to the states.



Employees



At the end of 2020, PCT Corp. had twelve (12) full-time employees, three (3) part-time employees, and contract consultants who were engaged on a regular basis. Management confers with outside expert consultants, attorneys and accountants as necessary. The company anticipates engaging additional full-time employees in 2021. We anticipate that a portion of employee compensation likely would include direct stock grants, or the right to acquire stock in the company, which would dilute the ownership interest of holders of existing shares of our common stock.




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ITEM 1A. RISK FACTORS



You should carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to PCTL’s securities. The risks and uncertainties described below are not the only risks and uncertainties facing us. Additional risks not currently known to us or that we currently believe are immaterial may also impair our operating results, financial condition, and liquidity. Our business is also subject to general risks and uncertainties that affect many other companies. For purposes of this section, references to our business include the business of our wholly owned subsidiary, PCT Corp. The risks discussed below are not presented in order of importance or probability of occurrence.



COVID-19



The past, current and potential effects of coronavirus and future coronarius variants may impact our business, results of operations and financial condition.



Actual or threatened epidemics, pandemics, outbreaks, or other public health crises could materially and adversely impact or disrupt our operations, adversely affect the local economies where we operate and negatively impact our customers’ spending in the impacted regions or depending upon the severity, globally, which could materially and adversely impact our business, results of operations and financial condition. For example, a strain of novel coronavirus (causing “COVD-19”) surfaced in China and has spread into the United States, Europe and most other countries of the world, resulting in certain supply chain disruptions, volatilities in the stock market, lower oil and other commodity prices due to diminished demand, massive unemployment, and lockdown on international travels, all of which has had an adverse impact on the global economy. There is significant uncertainty around the breadth and duration of the business disruptions related to COVID-19 and its variant strains, as well as its impact on the U.S. economy. Moreover, an epidemic, pandemic, outbreak or other public health crisis, such as COVID-19, could adversely affect our ability to adequately staff and manage our business. The extent to which COVID-19 or variants of COVID-19 impact our business, results of operations and financial condition will depend on future developments, which are highly uncertain, rapidly changing and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken to contain it or treat it.



Risks Related to Our Business



We have a history of losses and may never become profitable.

We have recorded net losses for the past four years and have significant accumulated deficits. We have relied upon loans and advances for operating capital. Total revenues will be insufficient to pay off existing debt and fund research and development. We cannot assure you that we can identify suitable license or joint venture opportunities, or that any such agreements will be profitable. We may be required to rely on further debt financing, further loans from related parties, and private placements of our common and preferred stock for our additional cash needs. Such funding sources may not be available, or the terms of such funding sources may not be acceptable to the Company.



Our inability to generate sufficient cash flows may result in us not being able to continue as a going concern.



Our overall cash position as of December 31, 2020 provides limited liquidity to fund day-to-day operations. The Company’s independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern. We may need to seek additional financing or sell our assets to support our continued operations; however, there are no assurances that any such financing or asset sale can be obtained or achieved on commercially reasonable terms, if at all. In view of these conditions, our ability to continue as a going concern depends on our ability to generate sufficient cash flows from our new technology products or to obtain the necessary financing for operations. The outcome of these matters cannot be predicted at this time. The consolidated financial statements for the year ended December 31, 2020 do not include any adjustment to the amounts and classification of assets and liabilities that might be necessary should we be unable to continue business operations. Any such adjustment could be material.




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Our indebtedness could adversely affect our business and limit our ability to plan for or respond to changes in our business, and we may be unable to generate sufficient cash flow to satisfy significant debt service obligations.



As of December 31, 2020, our consolidated indebtedness was $2,781,597 (net of discounts), with approximately $789,214 due to related parties. Our indebtedness could have important consequences, including the following:



• increasing our vulnerability to general adverse economic and industry conditions;


• reducing the availability of our cash flow for other purposes;


• limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate, which would place us at a competitive disadvantage compared to our competitors that may have less debt; and


• having a material adverse effect on our business if we fail to comply with the covenants in our debt agreements, because such failure could result in an event of default that, if not cured or waived, could result in all or a substantial amount of our indebtedness becoming immediately due and payable.


Further, a portion of our current indebtedness is in default, which subjects us to potential litigation, increased fees and expenses, increased interest rates and other potential damages.



Our ability to repay our significant indebtedness will depend on our ability to generate cash, whether through cash from operations or cash raised through the issuance of additional equity-based securities. To a certain extent, our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory, and other factors that are beyond our control. If our business does not generate sufficient cash flow from operations or if future equity financings are not available to us in amounts sufficient to enable us to fund our liquidity needs, our financial condition and operating results may be adversely affected. If we cannot make scheduled principal and interest payments on our debt obligations in the future, we may need to refinance all or a portion of our indebtedness on or before maturity, sell assets, delay capital expenditures, cease operations or seek additional equity.



Despite the Company’s indebtedness levels, we are able to incur substantially more debt, including secured debt. This could further increase the risks associated with its leverage.



The Company may incur substantial additional indebtedness in the future. The terms of current debt agreements do not fully prohibit it from doing so. To the extent that the Company incurs additional indebtedness, the risks associated with its substantial indebtedness describe above, including its possible inability to service its debt, will increase.



A significant portion of our current debt is in default, which may subject us to litigation by the debt holders.



As of December 31, 2020, we only had cash and cash equivalents of $115,196 and had a significant amount of short-term debt in default. The short-term debt agreements provide legal remedies for satisfaction of defaults, including increased interest rates, default fees and other financial penalties. As of the date of this Annual Report none of the lenders have pursued their legal remedies, although a lender has sent us a demand letter. Management’s plan is to raise additional funds in the form of debt or equity in order to continue to fund losses until such time as revenues are able to sustain the Company. To date, the main source of funding has been through the issuance of convertible notes with provisions that allow the holder to convert the debt and accrued and unpaid interest at substantial discounts to the trading price of our common stock. The effect of the conversions and settlement of convertible debt in the year ended December 31, 2020 for the convertible notes has been to substantially dilute existing holders of common stock of our Company. However, there is no assurance that management will be successful in being able to continue to obtain additional funding or defend potential litigation by note holders.




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We will need additional capital in the future to finance our planned growth, which we may not be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our operational results.



We have and expect to continue to have substantial working capital needs. Our cash on hand, together with cash generated from product sales, services, cash equivalents and short-term investments will not meet our working capital and capital expenditure requirements for the next twelve months. In fact, we will be required to raise additional funds throughout 2021 or we will need to limit operations until such time as we can raise substantial funds to meet our working capital needs. In addition, we will need to raise additional funds to fund our operations and implement our growth strategy, or to respond to competitive pressures and/or perceived opportunities, such as investment, acquisition, marketing and development activities.



If we experience operating difficulties or other factors, many of which may be beyond our control, cause our revenues or cash flows from operations, if any, to decrease, we may be limited in our ability to spend the capital necessary to complete our development, marketing and growth programs. We require additional financing, in addition to anticipated cash generated from our operations, to fund our working capital requirements. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In such a capital restricted situation, we may curtail our marketing, development, and operational activities or be forced to sell some of our assets on an untimely or unfavorable basis.



We are highly dependent on our officers and directors. The loss of any of them, whose knowledge, leadership and technical expertise upon which we rely, could harm our ability to execute our business plan.



Our success depends heavily upon the continued contributions of our current officers and directors, whose knowledge, leadership and technical expertise may be difficult to replace at this stage in our business development, and on our ability to retain and attract experienced experts, and other technical and professional staff. If we were to lose the services of our officers or directors, our ability to execute our business plan would be harmed and we may be forced to limit operations until such time as we could hire suitable replacements.



At this stage of our business operations, even with our good faith efforts, potential investors have an increased probability of losing their entire investment.



Because the nature of our business is expected to change as a result of shifts in the industries in which we operate, competition, and the development of new and improved technology, management forecasts are not necessarily indicative of future operations and should not be relied upon as an indication of future performance. Further, we have raised substantial debt and equity to fund our business operations, which to date have generated insufficient revenue to support our working capital needs.



While Management believes its estimates of projected occurrences and events are within the timetable of its business plan, our actual results may differ substantially from those that are currently anticipated. If our revenues do not increase to a level to support our working capital needs, we will be forced to seek equity capital to fund our operations and repay our substantial debt balances, which may not be available to us at all or on acceptable terms.



Our ability to license our products and technologies on a commercially viable basis is unproven, which could have a detrimental effect on our ability to generate or sustain revenues.



The technologies we offer to waste water and water from oil and gas drilling have never been utilized on a full-scale commercial basis. The Hydrolyte™ technology was only recently developed and all of the tests conducted to date with respect to the technology have been performed in a limited scale or small commercial scale environment and the same or similar results may not be obtainable at competitive costs on a large-scale commercial basis. Accordingly, the Hydrolyte™ technology may not perform successfully on a commercial basis and may never generate significant revenues or be profitable.




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We may not be able to successfully protect our intellectual property rights.



We rely on a combination of product registration, trademark, patent and other proprietary rights laws to protect the intellectual property rights that we own or license. It is possible that third parties may challenge our rights to such intellectual property. In addition, there is a risk of third parties infringing upon our licensors’ or our intellectual property rights and producing counterfeit products. These events may result in lost revenue as well as litigation, which may be expensive and time-consuming even if a favorable outcome is obtained. There can be no assurance that adequate remedies would be available for any infringement of the intellectual property rights owned or licensed by us. Any such failure to successfully protect our intellectual property rights may have a material adverse effect on our competitive position.



Because our technology products are designed to provide a solution which competes with existing methods, we are likely to face resistance to change, which could impede our ability to commercialize this business.



Our Hydrolyte™ products are designed to provide a solution to replacing traditional chemicals that are used in the treatment of bacteria and scaling in industrial water processes. Specifically, we believe it can provide a cost effective and environmentally friendly solution in industrial facilities, agriculture, oil and gas and other industries that consume large amounts of water in their industrial processes. Currently, large and well-capitalized service companies provide traditional chemical equipment and services in these areas. These competitors have strong relationships with their customers’ personnel, and there is a natural reluctance for businesses to change to new technologies. This reluctance is increased when potential customers make significant capital investments in competing technologies. Because of these obstacles, we may face substantial barriers to commercializing our business.



To the extent demand for our products increase, our future success will be dependent upon our ability to ramp up manufacturing production capacity.



We intend to continue marketing our products and services. To the extent demand for our products and services, or other products we may develop, increases significantly in future periods, one of our key challenges will be to ramp up production capacity to meet sales demand, while maintaining product quality. Our inability to meet any future increase in sales demand, access capital for inventory, may hinder growth or increase dilution.



Component shortages could result in our inability to produce volume to adequately meet customer demand. This could result in a loss of sales, delay in deliveries and injury to our reputation.



Single source components used in the manufacture of our products may become unavailable or discontinued. Delays caused by industry allocations, or obsolescence may take weeks or months to resolve. In some cases, parts obsolescence may require a product re-design to ensure quality replacement components. These delays could cause significant delays in manufacturing and loss of sales, leading to adverse effects significantly impacting our financial condition or results of operations.



We may acquire assets or other businesses in the future.



We may consider acquisitions of assets or other business. Any acquisition involves a number of risks that could fail to meet our expectations and adversely affect our profitability. For example:



• The acquired assets or business may not achieve expected results;



• We may incur substantial, unanticipated costs, delays or other operational or financial problems when integrating the acquired assets;



• We may not be able to retain key personnel of an acquired business;



• Our management’s attention may be diverted; or



• Our management may not be able to manage the acquired assets or combined entity effectively or to make acquisitions and grow our business internally at the same time.



If these problems arise, we may not realize the expected benefits of an acquisition.



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Risk Related to Our Industries



We are subject to extensive, complex, and challenging healthcare and other laws.



The Healthcare industry is highly regulated, and further regulation of our distribution businesses and technology products and services could impose increased costs, negatively impact our profit margins and the profit margins of our customers, delay the introduction or implementation of our new products, or otherwise negatively impact our business and expose the Company to litigation and regulatory investigations. Any noncompliance by us with applicable laws or the failure to maintain, renew or obtain necessary permits and licenses could lead to litigation and might have a materially adverse impact on our business operations and our financial position or results of operations.



Global increases in the supply of natural gas or oil may reduce drilling operations in shale deposits, which could adversely affect the attractiveness of our Hydrolyte™ technology in the oil and gas industry.



The development of new horizontal drilling techniques and the discovery of unconventional oil and gas in new shale areas throughout the U.S. and world market have opened up an enormous opportunity for the Hydrolyte™ technology to replace traditional chemicals used to kill bacteria in waters used for hydraulic fracturing. These fracturing operations rely on enormous supplies of clean water to be pumped downhole to break the rock that holds the oil and gas. Much of the water used in drilling oil and natural gas wells and the resulting water that flows back needs to be treated and creates an opportunity for our Hydrolyte™ technology. However, horizontal drilling in shale areas is very expensive; and if current oil prices remain depressed, horizontal drilling may not be cost-effective, and the lack thereof may adversely affect the market for the Hydrolyte™ technology.



If federal and state legislation and regulatory initiatives relating to horizontal drilling are passed, then it could materially and adversely affect our results of operations.



Our business relies upon supplying chemical-free solutions for cleaning the large amounts of water used in hydraulic fracturing applications. Objections have been raised by environmentalists, some landowners and some government officials including environmental authorities that there have been adverse side effects affecting the purity of the water supply as a result of the injection of chemicals and water in connection with horizontal drilling. Although we believe that Hydrolyte™ is a chemical-free solution which should result in increased business, we cannot assure you that legislation or rules will not be passed, or action taken by environmental authorities that will preclude the use of horizontal drilling.



At the state level, certain states and localities have implemented moratoriums and certain obligations on oil and gas companies using horizontal drilling. The adoption of any future federal, state or local laws or implementing regulations imposing reporting or permitting obligations on, or otherwise limiting, the horizontal drilling process could make it more difficult to perform, or even prohibit oil and gas companies from using horizontal drilling, to complete gas and oil wells. These additional costs to drillers could result in reduced oil and gas drilling. This would reduce our potential licensing revenue. If this were to occur more widely in the United States, the demand for Hydrolyte™ may be eliminated or substantially reduced. If any such federal or state legislation on horizontal fracturing were passed, our revenues and results of operations could be adversely affected.




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Risks Related to PCTL’s Common Stock



We have been late in filing our SEC Reports several times over the last two years and may not be able to timely file our reports in the future.



We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, are required to file quarterly, annual and current reports, proxy statements and other information with the SEC. Over the last two years, we have been late in filing some of our quarterly reports and our annual report. There can be no assurance we will not become delinquent in our reporting requirements in the future, which may result in Rule 144 becoming unavailable for resales of our common stock or the SEC seeking to deregister our common stock from reporting under the 34 Act.



There is a limited trading market for our shares of common stock on the OTC Pink. You may not be able to sell your shares of common stock if you need money.



Our common stock is traded on the OTC Pink, an inter-dealer automated quotation system for equity securities. There has been limited trading activity in our common stock, and when it has traded, the price has fluctuated widely. We consider our common stock to be “thinly traded” and any last reported sale prices might not be a true market-based valuation of the common stock. Stockholders may experience difficulty selling their shares if they choose to do so because of the illiquid market and limited public float for our common stock.



Since PCTL has been a shell company as defined in subparagraph (i) of Rule 144 any “restricted securities” issued by the Company, while we were a shell company, cannot be publicly sold for at least one year from September 2, 2016, the date we filed a Current Report on Form 8-K regarding Paradigm’s operations. In addition, we must have filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months.



Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.



Because our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.



Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act of 1934, as amended, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:



• Deliver to the customer, and obtain a written receipt for, a disclosure document;

• Disclose certain price information about the stock;

• Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;

• Send monthly statements to customers with market and price information about the penny stock; and

• In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.



Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.



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Financial Industry Regulatory Authority, Inc. (“FINRA”) sales practice requirements may limit a shareholder’s ability to buy and sell our common shares.



In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.



If we fail to maintain effective internal controls over financial reporting, then the price of our common stock may be adversely affected.



Our internal control over financial reporting may have weaknesses and conditions that could require correction or remediation, the disclosure of which may have an adverse impact on the price of our common stock. We are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely affect our public disclosures regarding our business, prospects, financial condition or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting or disclosure of management’s assessment of our internal controls over financial reporting may have an adverse impact on the price of our common stock.



Transfers of our securities may be restricted by virtue of state securities “blue sky” laws that prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states.



Transfers of our common stock may be restricted under the securities or securities regulation laws promulgated by various states and foreign jurisdictions, commonly referred to as “blue sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions may prohibit the secondary trading of our common stock. Investors should consider the secondary market for our securities to be a limited one.



We do not intend to pay dividends on our common stock in the foreseeable future.



For the foreseeable future, we intend to retain any earnings to finance the development of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of our board of directors (the “Board”) and will be dependent upon then-existing conditions, including our operating results and financial condition, capital requirements, contractual restrictions, business prospects and other factors that our Board considers relevant. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment.



We have the ability to issue additional shares of our common stock and shares of preferred stock without obtaining stockholder approval, which could cause your investment to be diluted.



Our Articles of incorporation authorizes the Board of Directors to issue up to 1,000,000,000 shares of common stock and up to 10,000,000 shares of preferred stock, of which we have designated 1,000,000 shares as Series A, 1,000,000 shares as Series B and 5,500,000 shares of Series C. The power of the Board of Directors to issue shares of common stock, preferred stock or warrants or options to purchase shares of common stock or preferred stock is generally not subject to stockholder approval. Accordingly, any additional issuance of our common stock, or preferred stock that may be convertible into common stock, may have the effect of diluting your investment. Along these lines, at December 31, 2019 we had approximately 498.9 million shares of common stock outstanding and ended 2020 with approximately 722.4 million shares outstanding, an increase of 1.45 times. In addition, as of April 12, 2021 we had approximately 756.3 million shares outstanding.



20


Our Board of Directors has issued Series B Preferred Stock with voting terms that may not be beneficial to common stockholders and has the ability to affect adversely stockholder voting power and allows our current management to perpetuate their control over us.



Our Articles of Incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Along these lines, our Board of Directors authorized 1,000,000 shares of Series B Preferred Stock, which were issued to two members of our current management (Messrs. Grieco and Read). These shares have superior voting rights (500 to 1) over shares of our Common Stock. Further, our Board of Directors has the ability to fix and determine the relative rights and preferences of additional series of preferred stock. Our Board of Directors has the authority to issue additional series of preferred stock without further stockholder approval, including large blocks of preferred stock that would grant to the holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock, superior voting or conversion rights and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.



By issuing preferred stock, PCTL may be able to delay, defer or prevent a change of control.



PCTL is authorized to issue a total of 10,000,000 shares of “blank check” preferred stock and has issued: 500,000 shares of Series A Preferred Stock, 1,000,000 shares of Series B Preferred Stock (which contain voting rights of 500-to-1) and 40,000 shares of Series C Preferred Stock. PCTL’s Board of Directors can determine the rights, preferences, privileges, and restrictions granted to, or imposed upon, the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series. It is possible that PCTL’s Board of Director, in determining the rights, preferences and privileges to be granted when the preferred stock is issued, may include provisions that have the effect of delaying, deferring, or preventing a change in control, discouraging bids for our common stock at a premium over the market price, or that adversely affect the market price of and the voting and other rights of the holders of PCTL’s common stock.



Future sales of our common stock may result in a decrease in the market price of our common stock, even if our business is doing well.



The market price of our common stock could drop due to sales of a large number of shares of our common stock in the market or the perception that such sales could occur. This could make it more difficult to raise funds through future offerings of common stock.



Our articles of incorporation and bylaws contain provisions that could discourage an acquisition or change of control of us.



Our articles of incorporation authorize our Board of Directors to issue preferred stock and common stock without stockholder approval. If our board of directors’ elects to issue preferred stock, it could be more difficult for a third party to acquire control of us. In addition, provisions of the articles of incorporation and bylaws could also make it more difficult for a third party to acquire control of us.



There are limitations in connection with the availability of quotes and order information on the OTC Pink.



Trades and quotations on the OTCBB involve a manual process and the market information for such securities cannot be guaranteed. In addition, quote information, or even firm quotes, may not be available. The manual execution process may delay order processing and intervening price fluctuations may result in the failure of a limit order to execute or the execution of a market order at a significantly different price. Execution of trades, execution reporting and the delivery of legal trade confirmation may be delayed significantly. Consequently, one may not be able to sell shares of our common stock at the optimum trading prices.



There are delays in order communication on the OTC Pink.



Electronic processing of orders is not available for securities traded on the OTC Pink and high order volume and communication risks may prevent or delay the execution of one’s OTC Pink trading orders. This lack of automated order processing may affect the timeliness of order execution reporting and the availability of firm quotes for shares of our common stock. Heavy market volume may lead to a delay in the processing of OTC Pink security orders for shares of our common stock, due to the manual nature of the market. Consequently, one may not be able to sell shares of our common stock at the optimum trading prices.



21


There is a risk of market fraud on the OTC Pink.



OTC Pink securities are frequent targets of fraud or market manipulation. Not only because of their generally low price, but also because the OTC reporting requirements for these securities are less stringent than for listed or NASDAQ traded securities, and no exchange requirements are imposed. Dealers may dominate the market and set prices that are not based on competitive forces. Individuals or groups may create fraudulent markets and control the sudden, sharp increase of price and trading volume and the equally sudden collapse of the market price for shares of our common stock.



There is a limitation in connection with the editing and canceling of orders on the OTC Pink.



Orders for OTC Pink securities may be canceled or edited like orders for other securities. All requests to change or cancel an order must be submitted to, received and processed by the OTC Pink. Due to the manual order processing involved in handling OTC Pink trades, order processing and reporting may be delayed, and one may not be able to cancel or edit one’s order. Consequently, one may not able to sell their shares of our common stock at the optimum trading prices.



Increased dealer compensation could adversely affect our stock price.



The dealer’s spread (the difference between the bid and ask prices) may be large and may result in substantial losses to the seller of shares of our common stock may incur an immediate “paper” loss due to the price spread. Moreover, dealers trading on the OTC Pink may not have a bid price for shares of our common stock on the OTC Pink. Due to the foregoing, demand for shares of our common stock on the OTC Pink may be decreased or eliminated.



Additional Risks and Uncertainties



If any of the risks that we face actually occur, irrespective of whether those risks are described in this section or elsewhere in this report, our business, financial condition and operating results could be materially adversely affected.



22


ITEM 1B. UNRESOLVED STAFF COMMENTS



Not applicable.





ITEM 2. PROPERTIES



PCT Corp. was committed to one lease for office and production space during 2019, located in Little River, South Carolina, having moved all office operations from Lenexa, Kansas on December 31, 2017. The South Carolina lease amount was $4,800 per month, through November 30, 2019, at which time a new owner purchased the building and the Company went on a month-to-month rental basis. The Company re-negotiated an annual lease on the Little River, SC facility for $7,500 per month, retroactive to July 1, 2020, which is renewable, at the option of the Company, for an additional four years (with a 2% increase annually) and added a three-year lease for 9,600 s.f. of warehouse space in Fort Wayne, Indiana on November 1, 2020, for $4,500 per month.





ITEM 3. LEGAL PROCEEDINGS



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



Annihilare Litigation



On August 8, 2019, we received notice from Annihilare Medical Systems, Inc (“Annihilare”) that certain intellectual properties developed jointly between us and Annihilare were to be discontinued from use by us and our customers. We dispute the claims from Annihilare that the intellectual properties are exclusively Annihilare’s.



In May of 2020, we filed a complaint in the United States District Court for the Western District of North Carolina (Charlotte Divisions – Civil Action No. 3:20-cv-00287), against Annihilare, Marion E. Paris, Jr. and Clay Parker Sipes, seeking damages.



These claims arose from several consulting agreements and an acquisition agreement between the Company and the Defendants surrounding the purchase of Annihilyzer® Intellectual property by the Company and subsequent infringement of the intellectual properties. The case settled in early 2021.





ITEM 4. MINE SAFETY DISCLOSURES



Not applicable to our operations.




23


PART II



ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



Market Information



PCT LTD’s common stock is quoted on the OTC Pink market under the symbol “PCTL.” Our common stock has traded infrequently on the OTC Pink. Which limits our ability to locate accurate high and low bid prices for each quarter during the last two fiscal years. Therefore, the following table lists the available quotations for the high and low closing prices for fiscal 2019 and 2020 obtained through Yahoo! Finance. The quotations reflect inter-dealer prices without retail mark-up, markdown, or commissions and may not represent actual transactions.



On April 12, 2021, the closing price of shares of common stock of the Company was $0.0215. However, we consider our common stock to be thinly traded and, as a result, any reported sales prices may not be a true market-based valuation of the common stock.



(b) Holders of Common Stock



We had 224 stockholders of record as of April 12, 2021 and 756,329,354 shares outstanding, which does not include 243,295,646 shares of common stock reserved against default on convertible debt. We have not declared dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future.



(c) Dividends



In the future we intend to follow a policy of retaining earnings, if any, to finance the growth of the business and do not anticipate paying any cash dividends in the foreseeable future. The declaration and payment of future dividends on the Common Stock will be the sole discretion of board of directors and will depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed relevant.



(d) Securities Authorized for Issuance under Equity Compensation Plans



None.



Recent Sales of Unregistered Securities

On October 6, 2020, the Company issued 3,500,000 shares of common stock for proceeds of $70,000, pursuant to a stock subscription agreement.

On October 7, 2020, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide advisory services for a period of five months in consideration of 5,000,000 shares of common stock. The fair value of the common stock was $134,500 of which $75,713 was recognized in consulting expenses for the year ended December 31, 2020, with the remainder as prepaid assets for future services.

On November 20, 2020, $16,000 of principal of a convertible note payable was converted into 16,000,000 shares of the Company’s common stock as further described in Note 6(bb).

On November 20, 2020, the Company issued 15,000,000 shares of common stock with a fair value of $309,000 to settle the principal, accrued interest, and penalties relating to the convertible note described in Note 6(ff).

On December 23, 2020, the Company issued 2,050,000 shares of common stock for proceeds of $20,500, pursuant to a stock subscription agreement.




24


Subsequent Issuances after Year-End



On January 4, 2021, the Company issued 25,000,000 common shares to settle a convertible note described in Note 6(bb), with a remaining balance of $40,000.



On February 16, 2021, the Company issued 1,803,279 shares of common stock to settle $247,270 from a $275,000 note payable dated June 20, 2020, which has a balance of $331,304, including interest, to the President of the Company. The Company also agreed to issue a new note for the remaining balance owed to the President of $84,034. The note will bear interest at 5% per annum and is due on June 30, 2021.



On February 16, 2021, the Company issued 2,663,299 shares of common stock to settle a June 20, 2018 note payable of $380,000 and accrued interest of $77,229 owed to the current COO and Director of the Company.



On February 15, 2021, 40,000 shares of preferred series C stock was converted into common stock (1 share converts into 100 shares of common stock), resulting in the issuance of 4,000,000 shares of common stock.



On March 1, 2021, the Company released an additional vested 375,000 shares of common stock to its COO, as per the Company employment agreement with the executive.



On March 1, 2021, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide advisory services for a period of three months in consideration of $5,000 per month and stock options to purchase 2,500,000 shares of common stock at $0.0001 for one year, exercisable on issuance.



All of the above-described issuances 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 Purchase of Securities



We did not repurchase any of our equity securities during the year ended December 31, 2020.



25


ITEM 6. SELECTED FINANCIAL DATA



Not applicable to smaller reporting companies.





ITEM 7. 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” or “PCT Corp.”). Pursuant to the terms of the Exchange Agreement, PCT Corp. became the wholly owned subsidiary of PCT LTD after the exchange transaction. PCT LTD is a holding company, which through PCT Corp., 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 PCT Corp. and was dependent upon financing to continue basic operations. PCT Corp. has recorded revenue since it initiated operations in 2012; however, those revenues have not been sufficient to finance operations, recording annual net losses of $8,138,287 and $16,578,564 for the years ended December 31, 2020 and 2019, respectively.



PCT LTD remains dependent upon additional financing to continue operations. The Company intends to raise additional financing through private placements of its common/preferred stock and debt financing. 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 and continued in-field testing within the oil and gas market;


• acquiring available complementary technology rights;


• payment of short-term debt;


• hiring of additional personnel in 2021; and


• general and administrative operating costs.


Management projects these costs to total approximately $3,500,000. 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 covering its fixed operating expenses (“burn rate”) by the end of the second quarter of 2021.



26


Liquidity and Capital Resources



SUMMARY OF BALANCE SHEET Year ended
December 31, 2020 Year ended
December 31, 2019
Cash and cash equivalents $ 115,196 $ 67,613
Total current assets 747,756 224,738
Total assets 4,634,610 4,374,775
Total liabilities 15,364,398 14,290,486
Accumulated deficit (34,913,854 ) (26,505,567 )
Total stockholders’ equity (deficit) $ (10,988,433 ) $ (10,134,356 )


The Company recorded a net loss of $8,138,287 and had a working capital deficit of $14,479,722 for the year ended December 31, 2020. We have recorded significant incremental increases in revenues from operations since inception and we are establishing ongoing source of revenue sufficient to cover our operating costs. During 2020 and 2019 the Company relied on raising equity capital and borrowing from stockholders and third parties to fund its ongoing day-to-day operations and its corporate overhead. As December 31, 2020 we had $115,196 in cash compared to $67,613 in cash at December 31, 2019. We had total liabilities of $15,364,398 at December 31, 2020 compared to $14,290,486 at December 31, 2019.



Total assets increased by $259,835 to $4,634,610 at December 31, 2020 compared to $4,374,775 at December 31, 2019. This increase is primarily from increases in accounts receivable, prepaid expenses and right of use assets. This was offset by depreciation and amortization recorded on intangible assets and property and equipment during the year ended December 31, 2020.



Total liabilities increased by $1,073,912 to $15,364,398 at December 31, 2020 compared to $14,290,486 at December 31, 2019. This increase is primarily additions to convertible notes payable (net of discount) of approximately $420,370, derivative liabilities of $911,170.



Our current cash flow is not sufficient to meet our monthly expenses of approximately $280,000 and to fund future research and development. We intend to rely on additional debt financing, loans from existing shareholders and private placements of common/preferred stock for additional funding; 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 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 periodic 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.



The table below presents information regarding cash flows:



SUMMARY OF CASH FLOWS Year ended
December 31, 2020 Year ended
December 31, 2019
Net cash used in operating activities $ (830,664 ) $ (799,417 )
Net cash provided by (used in) investing activities $ (163,133 ) $ 103,807
Net cash provided by operating activities $ 1,041,380 $ 758,330
Net change in cash $ 47,583 $ 62,720


27


Commitments and Obligations



At December 31, 2020 the Company recorded notes payable totaling approximately $2,781,597 (related, non-related and convertible, net of debt discount) compared to notes payable totaling $2,482,743 (related, non-related and convertible, net of debt discount) at December 31, 2019. These notes payable represent cash advances received and expenses paid from third parties and related parties. The notes carry an effective interest rate from 0% to 210% and are due ranging from on demand to March 21, 2022.



PCT Corp. was committed to one lease for office and production space during 2019, located in Little River, South Carolina. The South Carolina lease amount was $4,800 per month, through November 30, 2019, at which time a new owner purchased the building and the Company went on a month-to-month rental basis. The Company re-negotiated an annual lease on the Little River, SC facility for $7,500 per month, retroactive to July 1, 2020, which, at the option of the Company, is renewable for an additional four years (with a 2% increase annually) and added a three-year lease for 9,600 s.f. of warehouse space in Fort Wayne, Indiana on November 1, 2020, for $4,500 per month.



Results of Operations



SUMMARY OF OPERATIONS Year ended December 31,
2020 2019
Revenues $ 2,519,914 $ 708,405

Total operating expenses $ 3,921,143 $ 2,390,341
Total other expenses $ 6,737,058 $ 14,896,628
Net loss $ 8,138,287 $ 16,578,564
Basic and diluted loss per share $ 0.01 $ 0.09


Revenues increased to $2,519,914 for the year ended December 31, 2020 compared to $708,405 for the year ended December 31, 2019. The revenue increases for 2020 were due to the increased volume of fluids sold during the COVID-19 pandemic, the sale of fluid producing equipment, licensing revenue from EPA sub registrations, and placing equipment under the Company’s 2- and 3-year Systems Service Agreements during the year.



Total operating expenses increased to $3,921,143 for the 2020 year compared to $2,390,341 for the 2019 year. The total operating expense increase for 2020 was due to an increase in general and administrative expenses and an increase in cost of sales. Cost of sales increased as a result of increased sales in 2020 over 2019.



General and administrative expenses increased to $2,485,379 for the 2020 year compared to $1,922,941 for the 2019 year. The increase in general and administrative expense for 2020 was mainly due to more personnel, leased facilities, and higher accounting and legal expense.



Research and development expenses increased to $40,429 for the 2020 year compared to $6,149 for the 2019 year. Research and development expenses were expected to be higher in 2020, as the Company continued to develop next generations model(s) of its Annihilyzer® and other equipment.



Depreciation and amortization expenses increased to $348,708 for the 2020 year compared to $338,028 for the 2019 year. Depreciation and amortization expenses were comparable for the two years.



Total other expenses decreased to $6,737,058 for the 2020 year compared to $14,896,628 for the 2019 year. The overall decrease was mainly from a decrease in loss on fair value of derivative liability of $7,487,509. Interest expense decreased by $656,745.



As a result of the changes described above, the net loss decreased to $8,138,287 for the 2020 year compared to $16,578,564 for the 2019 year.




28


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



Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.



We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.



29


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Not applicable to smaller reporting companies.






ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





PCT LTD



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm 31

Consolidated Balance Sheets 32

Consolidated Statements of Operations 33

Consolidated Statements of Stockholders’ Deficit 34

Consolidated Statements of Cash Flows 35

Notes to the Consolidated Financial Statements 36


30




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Shareholders of PCT LTD:



Opinion on the Financial Statements



We have audited the accompanying consolidated balance sheets of PCT LTD ("the Company" as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders' deficit, and cash flows for each of the years in the two-year period ended December 31, 2020 and the related notes (collectively referred to as the "financial statements". In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.



Explanatory Paragraph Regarding Going Concern



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has recurring losses, negative cash flows from operations, and negative working capital, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Basis for Opinion



These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB" and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.



Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.



Critical Audit Matters



The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.



Determination and Valuation of Derivative Liabilities



Critical Audit Matter Description



As described further in Notes 6, 7, and 10 of the financial statements, during the year ended December 31, 2020 and in prior periods, the Company issued convertible notes and warrants that required management to assess whether the conversion features of the convertible notes required bifurcation and separate valuation as a derivative liability and whether the warrants required accounting as derivative liabilities. The Company determined that the conversion features of certain of its convertible notes and certain warrants issued in financing arrangements required to be accounted for as derivative liabilities due to: (1) the inclusion of ratchet provisions in some of the instruments; (2) the inclusion embedded put options within the fundamental transaction clause of certain warrants; and in some cases the Company could not assert it had sufficient authorized but unissued shares available to settle instruments considering all other stock-based commitments. The derivative liabilities were recorded at fair value when issued and subsequently re-measured to fair value upon settlement or at the end of each reporting period. The Company utilized a binomial option pricing model to determine the fair value of the derivative liabilities, which uses certain assumptions related to exercise price, term, expected volatility, and risk-free interest rate.


We identified auditing the determination and valuation of the derivative liabilities as a critical audit matter due to the significant judgements used by the Company in determining whether the embedded conversion features and warrants required derivative accounting treatment and the significant judgements used in determining the fair value of the derivative liabilities. Auditing the determination and valuation of the derivative liabilities involved a high degree of auditor judgement, and specialized skills and knowledge were needed.



How the Critical Audit Matter Was Addressed in the Audit



Our audit procedures included the following, among others:



• We inspected and reviewed debt agreements, warrant agreements, conversion notices, and settlement agreements to evaluate the Company's determination of whether derivative accounting was required, including assessing and evaluating management's application of relevant accounting standards to such transactions.
• We tested the reasonableness of the assumptions used by the Company in the binomial option model, including exercise price, expected term, expected volatility, and risk-free interest rate.
• We tested the accuracy and completeness of data used by the Company in developing the assumptions used in the binomial option model.
• We developed an independent expectation for comparison to the Company's estimate, which included developing our own binomial option model and assumptions.
• We evaluated the accuracy and completeness of the Company's presentation of these instruments in the financial statements and related disclosures in Notes 6, 7, and 10, including evaluating whether such disclosures were in accordance with relevant accounting standards.


Professionals with specialized skill and knowledge were utilized by the Firm to assist in the evaluation of the Company estimate of fair value and the development of our own independent expectation.



/s/ Sadler, Gibb & Associates, LLC



We have served as the Company's auditor since 2015.



Draper, UT

April 13, 2021


31


PCT LTD

Consolidated Balance Sheets




December 31,

2020

December 31,
2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 115,196 $ 67,613
Accounts receivable, net 349,526 111,915
Inventory 6,188 —
Prepaid expenses 274,736 43,100
Other current assets 2,110 2,110
Total current assets 747,756 224,738

PROPERTY AND EQUIPMENT, net 358,719 440,109

OTHER ASSETS
Intangible assets, net 3,400,024 3,704,429
Operating lease right-of-use asset 118,385 —
Deposits 9,726 5,499
Total other assets 3,528,135 3,709,928

TOTAL ASSETS $ 4,634,610 $ 4,374,775

LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 272,978 $ 315,228
Accrued expenses – related parties 139,280 84,538
Accrued expenses 622,040 890,104
Deferred revenue 1,075 —
Operating lease liability 34,965 —
Current portion of notes payable – related parties, net 789,214 826,957
Current portion of notes payable, net 384,380 468,153
Current portion of convertible notes payable, net 1,554,503 1,187,633
Derivative liability 11,429,043 10,517,873
Total current liabilities 15,227,478 14,290,486

LONG-TERM LIABILITIES
Convertible notes payable, net of current portion and discounts 53,500 —
Operating lease liability, net of current portion 83,420 —
TOTAL LIABILITIES 15,364,398 14,290,486

MEZZANINE EQUITY
Preferred stock series A, $0.001 par value; 1,000,000 authorized; 500,000 issued and outstanding at December 31, 2020 and 2019, respectively 60,398 60,398
Preferred stock series B, $0.001 par value; 1,000,000 authorized; 1,000,000 issued and outstanding at December 31, 2020 and 2019, respectively 158,247 158,247
Preferred stock series C, $0.001 par value; 5,500,000 authorized; 40,000 and Nil issued and outstanding at December 31, 2020 and 2019, respectively 40,000 —
TOTAL MEZZANINE EQUITY 258,645 218,645
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; 1,000,000,000 authorized; 722,487,846 and 498,880,300 issued and outstanding at December 31, 2020 and 2019, respectively 722,488 498,881
Additional paid-in-capital 23,202,933 15,872,330
Accumulated deficit (34,913,854 ) (26,505,567 )
TOTAL STOCKHOLDERS’ DEFICIT (10,988,433 ) (10,134,356 )

TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' DEFICIT $ 4,634,610 $ 4,374,775


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



32


PCT LTD

Consolidated Statements of Operations



For the year ended December 31,
2020 2019
REVENUES
Product $ 1,527,465 $ 301,162
Licensing 241,953 111,000
Equipment leases 750,496 296,243
Total revenues 2,519,914 708,405

OPERATING EXPENSES
General and administrative 2,485,379 1,922,941
Research and development 40,429 6,149
Costs of product, licensing, and equipment leases 1,046,627 123,223
Depreciation and amortization 348,708 338,028
Total operating expenses 3,921,143 2,390,341

Loss from operations (1,401,229 ) (1,681,936 )

OTHER INCOME (EXPENSE)
Interest expense (1,384,950 ) (2,041,695 )
Loss on change in fair value of derivative liability (5,424,692 ) (12,912,201 )
Gain on change in fair value of preferred series A stock liability — 72,473
Gain on sale of intangible assets — 52,498
Gain (loss) on settlement of debt 72,584 (67,703 )
Total other income (expense) (6,737,058 ) (14,896,628 )

Loss before income taxes (8,138,287 ) (16,578,564 )

Income taxes — —

NET LOSS $ (8,138,287 ) $ (16,578,564 )
Preferred series C stock deemed dividends (270,000 ) —
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS’ $ (8,408,287 ) $ (16,578,564 )

Basic and diluted net loss per share $ (0.01 ) $ (0.09 )

Basic and diluted weighted average shares outstanding 609,029,869 189,765,526


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




33


PCT LTD

Consolidated Statements of Stockholders’ Deficit

For the years ended December 31, 2020 and 2019



Common Stock Additional Paid-in Accumulated Total Stockholders’
Shares Amount Capital Deficit Deficit
Balance – December 31, 2018 44,559,238 $ 44,560 $ 11,588,030 $ (9,927,003 ) $ 1,705,587
Common stock issued for services 13,575,000 13,575 213,353 — 226,928
Common stock issued in settlement of debt 5,383,810 5,384 800,012 — 805,396
Common stock issued in cashless exercise of warrants 24,928,288 24,928 258,678 — 283,606
Common stock issued in conversion of convertible notes payable 410,433,964 410,434 3,012,257 — 3,422,691
Net loss — — — (16,578,564 ) (16,578,564 )
Balance – December 31, 2019 498,880,300 $ 498,881 $ 15,872,330 $ (26,505,567 ) $ (10,134,356 )
Common stock issued for services 30,525,000 30,525 645,594 — 676,119
Common stock issued from subscriptions 9,800,000 9,800 220,700 — 230,500
Common stock issued in settlement of debt 30,250,000 30,250 1,128,475 1,158,725
Common stock issued in conversion of convertible notes payable 98,786,360 98,786 897,382 — 996,168
Common stock issued in cashless exercise of warrants 9,246,186 9,246 420,702 — 429,948
Common stock issued in conversion of series C preferred stock 45,000,000 45,000 449,000 — 494,000
Deemed dividend from beneficial conversion feature on series C preferred stock — — 270,000 (270,000 ) —
Deemed premium from conversion feature on note payable — — 3,298,750 — 3,298,750
Net loss — — — (8,138,287 ) (8,138,287 )
Balance – December 31, 2020 722,487,846 $ 722,488 $ 23,202,933 $ (34,913,854 ) $ (10,988,433 )


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









34


PCT LTD

Consolidated Statements of Cash Flows




For the year ended

December 31,

2020 2019
Cash Flows from Operating Activities:
Net loss $ (8,138,287 ) $ (16,578,564 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 348,708 338,028
Amortization of debt discounts 436,352 752,231
Amortization of operating lease right-of-use asset 5,229 43,330
Loss on disposal of property and equipment 173,551 —
Bad debt expense 45,575 16,250
Common stock issued for services 676,119 226,928
Loss on change in fair value of derivative liability 5,424,692 12,912,201
Gain on change in fair value of preferred series A stock liability — (72,473 )
Series B preferred stock issued for services — 158,247
(Gain) loss on settlement of debt (72,584 ) 67,703
Gain on sale of intangible assets — (52,498
Default penalties on convertible notes 28,762 660,485
Changes in operating assets and liabilities:
Accounts receivable (283,186 ) (161,385 )
Inventory 20,481 26,510
Prepaid expenses and deposits 243,863 175,394
Operating lease liability (5,229 ) (43,330 )
Deferred revenue 1,075 —
Accounts payable (42,250 ) 22,148
Accrued expenses – related party 54,742 30,505
Accrued expenses 739,449 678,873
Net cash used in operating activities (830,664 ) (799,417 )

Cash Flows from Investing Activities:
Proceeds from sale of intangible assets — 111,323
Purchases of property and equipment (163,133 ) (2,516 )
Purchase of intangible assets — (5,000 )
Net cash (used in) provided by investing activities (163,133 ) 103,807

Cash Flows from Financing Activities:
Proceeds from notes payable – related parties 3,500 17,544
Proceeds from notes payable 695,470 374,300
Proceeds from convertible notes payable 1,463,000 577,750
Proceeds from series C preferred stock subscriptions 270,000 —
Proceeds from common stock subscriptions 230,500 —
Repayments of notes payable – related parties (41,286 ) (30,544 )
Repayments of notes payable (716,897 ) (89,720 )
Repayments of convertible notes payable (862,907 ) (91,000 )
Net cash provided by financing activities 1,041,380 758,330

Net Change in Cash 47,583 62,720
Cash and cash equivalents at beginning of period 67,613 4,893
Cash and cash equivalents at end of period $ 115,196 $ 67,613

Supplemental Cash Flow Information:
Cash paid for interest $ 219,194 $ 41,013
Cash paid for income taxes $ — $ —

Non-Cash Investing and Financing Activities:
Original debt discounts against notes payable $ 223,942 $ 86,016
Original debt discounts against convertible notes $ 201,388 $ 616,125
Deemed dividend from beneficial conversion feature on preferred series C stock $ 270,000 $ —
Modification of notes payable $ — $ 20,590
Common stock issued in cashless exercise of warrants $ 429,948 $ 283,606
Common stock issued in conversion of convertible notes payable $ 996,168 $ 3,422,691
Accounts receivable netted against notes payable $ — $ 28,090
Initial operating lease right-of-use asset and liability $ 123,614 $ 43,330
Preferred series A stock reclassification from liability to mezzanine equity $ — $ 60,398
Extinguishment of notes payable $ — $ 216,410
Common stock issued in conversion of preferred series C stock $ 494,000 $ —
Property and equipment transferred to inventory $ 26,669 $ 19,405


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





35


PCT LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020 AND 2019





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



Nature of Operations

PCT LTD (formerly Bingham Canyon Corporation, (the “Company,” “PCT LTD,” or “Bingham”), a Delaware corporation, was formed on February 27, 1986. The Company changed its domicile to Nevada on August 26, 1998. The Company acquires, develops and provides sustainable, environmentally safe disinfecting, cleaning and tracking technologies. The Company specializes in providing cleaning, sanitizing and disinfectant fluid solutions and fluid-generating equipment that creates environmentally safe solutions for global sustainability.



On August 31, 2016, the Company entered into a Securities Exchange Agreement with Paradigm Convergence Technologies Corporation (“Paradigm,” or “PCT Corp.”) to effect the acquisition of Paradigm as a wholly owned subsidiary. Under the terms of the agreement, Bingham issued 16,790,625 restricted common shares of Bingham stock to the shareholders of Paradigm in exchange for all 22,387,500 outstanding common shares of Paradigm stock. In addition, Bingham issued options exercisable into 2,040,000 shares of the Bingham’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 share exchange agreement, Paradigm, the operating company, is considered the accounting acquirer.



Paradigm 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 name to Paradigm Convergence Technologies Corp. Paradigm is a technology licensing company specializing in environmentally safe solutions for global sustainability. The company holds a patent, intellectual property and/or distribution rights to innovative products and technologies. Paradigm provides innovative products and technologies for eliminating biocidal contamination from water supplies, industrial fluids, hard surfaces, food-processing equipment and medical devices. Paradigm’s overall strategy is to market new products and technologies through the use of equipment leasing, joint ventures, licensing, distributor agreements and partnerships.



Effective on February 29, 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 complementary relationship and association with its wholly owned operating company, Paradigm Convergence Technologies Corporation (“Paradigm” or “PCT Corp.”).



Principles of Consolidation

The accompanying consolidated financial statements include the accounts of PCT LTD (“Parent”) and its wholly owned subsidiary, Paradigm Convergence Technologies Corporation (“Paradigm” or “Subsidiary”). All intercompany accounts have been eliminated upon consolidation.



Use of Estimates

The preparation of the 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 highly liquid securities with original maturities of three months or less. The cash of $115,196 and $67,613 as of December 31, 2020 and December 31, 2019, respectively, represents cash on deposit in various bank accounts. There were no cash equivalents as of December 31, 2020 and December 31, 2019.




36


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 cashflow 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.



Derivative liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.



Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2020, consisted of the following:



Total fair value at
December 31, 2020
$ Quoted prices in active markets
(Level 1)
$ Significant other observable inputs
(Level 2)
$ Significant unobservable inputs
(Level 3)
$
Description:
Derivative liability (1) 11,429,043 — — 11,429,043
Total 11,429,043 — — 11,429,043


Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2019, consisted of the following:



Total fair value at
December 31,
2019
$ Quoted prices in active markets
(Level 1)
$ Significant other observable inputs
(Level 2)
$ Significant unobservable inputs
(Level 3)
$
Description:
Derivative liability (1) 10,517,873 — — 10,517,873
Total 10,517,873 — — 10,517,873


(1) The Company has estimated the fair value of these liabilities using the Binomial Model.



37


Derivative Liabilities

The Company accounts for derivative instruments in accordance with ASC Topic 815, “Derivatives and Hedging” and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads, relying first on observable data from active markets. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. As of December 31, 2020, and December 31, 2019, the Company had a $11,429,043 and $10,517,873 derivative liability, respectively.



Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. See Note 7 for additional information.



Sequencing Policy

Under ASC 815-40-35, the Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares as a result of certain securities with a potentially indeterminable number of shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815, issuance of securities to the Company’s employees or directors is not subject to the sequencing policy.



Accounts Receivable

Trade 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 is periodically evaluated for collectability basis on past credit history with customers and their current financial condition. The 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 Company provided an allowance for doubtful accounts of $61,825 and $16,250 at December 31, 2020 and December 31, 2019, respectively.



Inventories

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 December 31, 2020 and December 31, 2019, 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 as of December 31, 2020 and December 31, 2019, respectively. The Company has determined that some of the supplies inventory is necessary to be placed into service, after assembly into equipment to be used in product manufacturing and classified as Machinery and Equipment. The balance at December 31, 2020 and December 31, 2019 of such supplies and equipment not yet placed in service amounted to $32,580 and $321,565, respectively.



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.




38


Impairment 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 fair value. An impairment charge is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair value of the long-lived assets as determined by projected discounted net future cashflows. The recorded impairment expense was $0 for the years ended December 31, 2020 and December 31, 2019, respectively.



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 their estimated useful lives. The Company currently has the right to several patents and proprietary 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.



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 a process is completed and the process has been determined to be commercially viable.



Leases

In February 2016, the Financial Accounting Standards Board ("FASB" issued Accounting Standards Update ("ASU" No. 2016-02, “Leases” (Topic 842) ("ASC 842", which requires lessees to recognize right-of-use ("ROU" assets and related lease liabilities on the balance sheet for all leases greater than one year in duration. The Company records the associated lease liability and corresponding right-of-use asset upon commencement of the lease using the implicit rate or a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not typically provide an implicit rate, the Company utilizes the appropriate incremental borrowing rate, determined as the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term and in a similar economic environment. The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to January 1, 2019 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and(c) initial direct costs. The Company has also elected the practical expedient to not separate between lease and non-lease components. During the year ended December 31, 2020, the Company recognized an initial operating lease right-of-use asset of $123,614 and operating lease liability of $123,614. See Note 5 for further details.



ASC 842 requires lessors to expense costs that are not direct leasing costs, to continually assess collectability of lessee payments, and if operating lease payments are not probable of collection, to only recognize into income equal to the lesser of (i) straight-line rental income or (ii) lease payments received to date.



39


Revenue Recognition

On May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (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 recognizes revenue based on the five criteria for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied.



The Company has the following three revenue streams:



1) Product sales (equipment and/or fluid solutions): Contracts for product sales consist of invoices that specify the transaction price. The only performance commitment is the provision of products and the transaction price is allocated to the products specified on the invoice. The Company recognizes revenue from the sale of products when the performance obligation is satisfied by transferring control of the product to a customer.


2) Licensing: The Company licenses a 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. The Contract specifies the term, fees and/or royalty. Performance obligations include the provision of a sub-registration to use the US EPA Product Registration and/or the provision of a license to use the product for a period of time. The Company allocates the transaction price based on the relative standalone, selling price of each performance 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.


3) Equipment leases: Contracts for equipment leases are 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 performance obligation consists of the provision of with leased equipment. 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. Additionally, under ASC 842, lessors are required to continually assess collectability of lessee payments, and if operating lease payments are not probable of collection, to only recognize into income equal to the lesser of (i) straight-line rental income or (ii) lease payments received to date.


The Company has disclosed disaggregated revenue via revenue stream on the face of the statement of operations. The Company did not have any contract assets or liabilities at December 31, 2020 or 2019, respectively.



For the year ended December 31, 2020, three customers accounted for 41%, 19% and 10%, respectively, of consolidated revenues for the period. For the year ended December 31, 2019, four customers accounted for 27%, 16%, 15%, and 13%, respectively, of consolidated revenues for the period.



Stock Based Compensation

The Company records stock-based compensation in accordance with ASC 718. Under the provisions of ASC 718, stock-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized over the requisite service period, which is generally the vesting period. The fair value of our stock options and warrants is estimated using a Black-Scholes option valuation model. Refer to Notes 9 and 10 for further details.




40


Income Taxes

Deferred income taxes are provided on a liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences, which are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority.



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 December 31, 2020, there were outstanding common share equivalents (options, warrants, convertible debt, preferred series A stock, and preferred series C stock) which amounted to 599,906,324 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

In August 2018, the FASB issued Accounting Standards Update No. 2018-13 (“ASU 2018-13”), Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements relating to fair value measurements as outlined in Topic 820, Fair Value Measurement. ASU 2018-13 is applicable to all entities that are required, under GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments outlined in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted for any removed or modified disclosures upon issuance of ASU 2018-13. The adoption of ASU 2018-13 did not have a material effect on the consolidated financial statements.



In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40)” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’s amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is currently evaluating the impact ASU 2020-06 will have on its financial statements.



NOTE 2. GOING CONCERN



The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has recurring losses, an accumulated deficit of $34,913,854, and negative cashflows from operations. As of December 31, 2020, the Company had a negative working capital of $14,479,722. 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 cashflow 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.



The Company expects that working capital requirements will continue to be funded through a combination of its existing funds and further issuances of securities. Working capital requirements are expected to increase in line with the growth of the business. The Company has no lines of credit or other bank financing arrangements. The Company has financed operations to date through the proceeds of private placement of equity and debt instruments. In connection with the Company’s business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with business growth and (ii) marketing expenses. The Company intends to finance these expenses with further issuances of securities, and debt issuances. Thereafter, the Company expects it will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to current stockholders. Further, such securities might have rights, preferences or privileges senior to common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict business operations.




41


NOTE 3. PROPERTY AND EQUIPMENT



Property and equipment at December 31, 2020 and December 31, 2019 consisted of the following:



December 31, 2020 December 31, 2019
Leasehold improvements $ 18,840 $ 151,719
Machinery and leased equipment 365,483 —
Machinery and equipment not yet in service 32,580 321,565
Office equipment and furniture 39,357 20,064
Website 2,760 2,760

Total property and equipment $ 459,020 $ 496,108
Less: Accumulated Depreciation (100,301 ) (55,999 )

Property and equipment, net 358,719 440,109


Depreciation expense was $44,303 and $25,184 for the year ended December 31, 2020 and 2019, respectively. During the year ended December 31, 2020, the Company recorded a loss on disposal of equipment of $173,551 (2019 - $nil)



On July 30, 2019, the Company transferred $17,876 of equipment not yet in service and offset accounts receivable of $23,209 in exchange for $13,939 and the settlement of accounts payable and accrued liabilities of $43,767. As result, the Company recorded a gain on the settlement of debt of $16,706.



NOTE 4. INTANGIBLE ASSETS



Intangible assets at December 31, 2020 and December 31, 2019 consisted of the following:



December 31, 2020 December 31, 2019
Patents $ 4,505,489 $ 4,505,489
Technology rights 200,000 200,000
Intangible, at cost 4,705,489 4,705,489
Less: Accumulated amortization (1,305,465 ) (1,001,060 )
Net Carrying Amount $ 3,400,024 $ 3,704,429


Amortization expense was $304,405 for the year ended December 31, 2020, of which $9,931 relates to patents and $294,474 relates to technology rights. Amortization expense was $312,844 for the year ended December 31, 2019, of which $18,693 relates to patents and $294,151 relates to technology rights. No impairment was recognized during the years ended December 31, 2020 and 2019.



Estimated Future Amortization Expense:



$
For year ending December 31, 2021 302,003
For year ending December 31, 2022 302,003
For year ending December 31, 2023 302,003
For year ending December 31, 2024 302,003
For year ending December 31, 2025 302,003
Thereafter 1,890,009
Total 3,400,024


On May 10, 2019, the Company sold intangible assets with a carrying value of $47,502 for $111,323 of cash and the settlement of $33,677 of liabilities owed to the buyer. The Company recorded a gain on sales of intangible assets of $52,498.




42


NOTE 5 – LEASES



The Company’s lease in Little River, SC expired during the year ended December 31, 2019, at which time a new owner purchased the building and the Company went on a month-to-month rental basis. The Company did not have any right-of-use operating assets or liabilities as of December 31, 2019. Expense related to leases is recorded on a straight-line basis over the lease term, including rent holidays. During the year ended December 31, 2019, the Company recognized operating lease expense of $52,800. Operating lease costs are included within selling, administrative and other expenses on the consolidated statements of operations.



On August 26, 2020, the Company signed a new one-year lease for the Company headquarters and operations located in Little River, South Carolina. The lease was effective retroactively from July 1, 2020, ending on June 30, 2021, for $7,500 per month. The Company has an option to renew the lease for up to an additional four years. As the Company is not reasonably certain to exercise the option to renew the lease the term of the lease is 12 months or less, the Company recognized $82,800 of operating lease expense within selling, administrative and other expenses during the period ended December 31, 2020.



On October 19, 2020, the Company entered into a building lease with a three-year term and an effective date of November 1, 2020. The lease requires the Company to make payments of $4,500 per month. The Company recognized an operating lease right-of-use asset and an operating lease liability in the amount of $123,614 and $123,614, respectively, which represented the presented the present value of future lease payments using a discount rate of 18.5% per annum.



At December 31, 2020, the weighted average remaining operating lease term was 2.83 years and the weighted average discount rate associated with operating leases was 18.5%.



The Components of lease expenses were as follows:




2020

$

2019

$


Total operating lease cost 10,458 52,800


The following table provides supplemental cashflow and other information related to leases for the year ended December 31, 2020 and 2019:




2020

$

2019

$


Lease payments 9,000 52,800
Supplemental balance sheet information related to leases as of December 31, 2020 and 2019 are as below:


2020

$

2019

$


Cost 123,614 43,330
Accumulated amortization (5,229) (43,330)
Net carrying value 118,385 —


Future minimum lease payments related to lease obligations are as follows as of December 31, 2020:



$

2021 54,000
2022 54,000
2023 45,000

Total minimum lease payments 153,000

Less: amount of lease payments representing effects of discounting (34,615)

Present value of future minimum lease payments 118,385

Less: current obligations under leases (34,965)

Lease liabilities, net of current portion 83,420





43


NOTE 6. NOTES PAYABLE



The following table summarizes notes payable as of December 31, 2020 and December 31, 2019:



Type Original Amount
Origination

Date

Maturity

Date

Effective Annual

Interest

Rate

Balance at

December 31,

2020

Balance at

December 31, 2019

Note Payable ** $ 25,000 05/08/2017 06/30/2018 0 % $ 27,500 $ 27,500
Note Payable (bb) $ 130,000 06/20/2018 01/02/2020 8 % $ — $ 130,000
Note Payable ** $ 8,700 11/15/2018 06/30/2019 10 % $ 8,700 $ 8,700
Note Payable (e) $ 90,596 09/15/2019 05/28/2020 8 % $ — $ 90,596
Note Payable (o) $ 50,000 10/03/2019 04/03/2020 12 % $ — $ 37,500
Note Payable (e) $ 17,500 11/12/2019 11/12/2020 8 % $ — $ 17,500
Note Payable $ 83,400 12/20/2019 06/19/2020 150 % $ — $ 80,192
Note Payable $ 148,362 12/20/2019 11/27/2020 80 % $ — $ 145,404
Note Payable (a) $ 25,782 01/08/2020 05/13/2020 313 % $ — $ —
Note Payable (b) $ 33,660 02/19/2020 04/30/2020 585 % $ — $ —
Note Payable (c)(e) $ 20,000 02/28/2020 05/28/2020 8 % $ — $ —
Note Payable (d) $ 100,000 03/31/2020 08/01/2020 30 % $ — $ —
Note Payable (e) $ 118,644 05/05/2020 05/05/2021 8 % $ 110,644 $ —
Note Payable (f)(y) $ 150,000 07/08/2020 10/05/2021 10 % $ — $ —
Note Payable (g) $ 119,200 07/15/2020 11/04/2020 321 % $ — $ —
Note Payable (h) $ 74,950 08/21/2020 11/28/2020 343 % $ — $ —
Note Payable (i) $ 199,500 10/01/2020 09/28/2021 66 % $ 149,573 $ —
Note Payable (j) $ 126,000 11/03/2020 04/23/2021 168 % $ 85,050 $ —
Note Payable (k) $ 113,980 11/04/2020 03/15/2021 210 % $ 65,988 $ —
Subtotal $ 447,455 $ 537,392
Debt discount $ (63,075 ) $ (69,239 )
Balance, net $ 384,380 $ 468,153
Less current portion $ (384,380 ) $ (468,153 )
Total long-term $ — $ —

** Currently in default


a) On January 8, 2020, the Company sold future receivables with a non-related party for up to $87,540. During the period $25,782 was sold, of which $10,207 was loan fees and original issue discount resulting in cash proceeds to the Company of $15,575. The advance was repaid through $1,450 weekly payments. In connection with the advance, the Company granted the lender a security interest in all accounts, equipment, intangibles and inventory. This note was repaid during the during the year ended December 31, 2020.


b) On February 19, 2020, the Company sold future receivables with a non-related party for $33,660, of which $13,710 was loan fees and original issue discount resulting in cash proceeds to the Company of $19,950. The advance was repaid through $660 daily payments. In connection with the advance, the Company granted the lender a security interest in all accounts, equipment, intangibles and inventory. This note was repaid during the year ended December 31, 2020.


c) On February 28, 2020, the Company entered into a promissory note with a non-related party for $20,000. The note was due May 28, 2020, is unsecured and bears an interest rate of 8% per annum. On May 5, 2020, the Company consolidated this note with two others as described in Note 6(e).


d) On March 31, 2020, the Company entered into a promissory note with a non-related party for $100,000. The note was due August 1, 2020, is unsecured and bears interest at $2,500 per month, repayable in four monthly payments of $27,500 commencing May 1, 2020. Additionally, the Company issued the lender 250,000 shares of the Company’s common stock with a fair market value of $8,225 as additional consideration for the loan. The note was repaid during the year ended December 31, 2020.


e) On May 5, 2020, the Company consolidated three notes with principal amounts of $90,596, $17,500 and $20,000 as well as accrued interest into a new note with a principal amount of $118,644 and a maturity date of May 5, 2021. The note bears interest at 8% per annum and, in connection with the consolidation, the Company issued the lender 15,000,000 shares of the Company’s common stock with a fair value of $841,500. As the instruments were substantially different, the old notes were considered to be extinguished and the Company recognized a loss on settlement of debt of $826,500.


f) On July 8, 2020, the Company entered into a promissory note with a non-related party for $150,000. The note was due October 5, 2020, is unsecured and bears an interest rate of 10% per annum. On August 27, 2020, the note was consolidated and replaced with the convertible note described in Note 6(y).


g) On July 15, 2020, the Company sold future receivables with a non-related party for $119,200, of which $44,700 was loan fees and original issue discount resulting in cash proceeds to the Company of $74,500. The advance is repayable through $7,450 weekly payments. In connection with the advance, the Company granted the lender a security interest in all accounts, equipment, intangibles and inventory. The note was repaid during the year ended December 31, 2020.


h) On August 21, 2020, the Company sold future receivables with a non-related party for $74,950, of which $26,945 was loan fees and original issue discount resulting in cash proceeds to the Company of $48,005. The advance is repayable through $1,071 daily payments. In connection with the advance, the Company granted the lender a security interest in all accounts, equipment, intangibles and inventory. The note was repaid during the year ended December 31, 2020.


i) On October 1, 2020, the Company sold future receivables with a non-related party for $199,500, of which $53,250 was loan fees and original issue discount resulting in cash proceeds to the Company of $146,250. The advance is to be repaid through weekly payments of $3,841. In connection with the advance, the Company granted the lender a security interest and all past, present and future assets of the Company. During the year ended December 31, 2020, $22,608 of the discount was amortized to expense, leaving a net note balance of $118,931 (discount balance of $30,642).


j) On November 3, 2020, the Company sold future receivables with a non-related party for $126,000, of which $39,650 was loan fees and original issue discount resulting in cash proceeds to the Company of $86,350. The advance is to be repaid through $1,050 daily payments. In connection with the advance, the Company granted the lender a security interest and all past, present and future assets of the Company. During the year ended December 31, 2020, $20,706 of the discount was amortized to expense, leaving a net note balance of $66,106 (discount balance of $18,944).


k) On November 4, 2020, the Company sold future receivables with a non-related party for $113,980, of which $34,440 was loan fees and original issue discount resulting in cash proceeds to the Company of $79,540. The advance is to be repaid through $5,999 weekly payments. In connection with the advance, the Company granted the lender a security interest and all past, present and future assets of the Company. During the year ended December 31, 2020, $20,951 of the discount was amortized to expense, leaving a net note balance of $52,499 (discount balance of $13,489).


44


The following table summarizes notes payable, related parties, as of December 31, 2020 and December 31, 2019:



Type Original Amount
Origination

Date

Maturity

Date

Annual

Interest

Rate

Balance at

December 31,

2020

Balance at

December 31, 2019

Note Payable, RP ** $ 30,000 04/10/2018 01/15/2019 3 % $ 30,000 $ 30,000
Note Payable, RP ** $ 380,000 06/20/2018 01/02/2020 8 % $ 380,000 $ 380,000
Note Payable, RP ** $ 350,000 06/20/2018 01/02/2020 5 % $ 285,214 $ 325,000
Note Payable, RP ** $ 17,000 06/20/2018 01/02/2020 5 % $ 17,000 $ 17,000
Note Payable, RP ** $ 50,000 07/27/2018 11/30/2018 8 % $ 50,000 $ 50,000
Note Payable, RP $ 5,000 10/09/2018 Demand 0 % $ 5,000 $ 5,000
Note Payable, RP $ 5,000 10/19/2018 Demand 0 % $ 5,000 $ 5,000
Note Payable, RP ** $ 15,000 08/16/2019 02/16/2020 8 % $ 15,000 $ 15,000
Note Payable, RP (l) $ 1,500 02/11/2020 Demand 0 % $ — $ —
Note Payable, RP (m) $ 2,000 02/11/2020 Demand 0 % $ 2,000 $ —
Subtotal $ 789,214 $ 827,000
Debt discount $ — $ (43 )
Balance, net $ 789,214 $ 826,957
Less current portion $ (789,214 ) $ (826,957 )
Total long-term $ — $ —
** Currently in default


l) On February 11, 2020, the Company entered into a promissory note with the Chairman and CEO of the Company for $1,500. The note is due on demand, is unsecured and bears an interest rate of 0% per annum. The note was repaid during the period.


m) On February 11, 2020, the Company entered into a promissory note with the COO and Director of the Company for $2,000. The note is due on demand, is unsecured and bears an interest rate of 0% per annum.




45


The following table summarizes convertible notes payable as of December 31, 2020 and December 31, 2019:



Type Original Amount
Origination

Date

Maturity

Date

Annual

Interest

Rate

Balance at

December 31,

2020

Balance at

December 31, 2019

Convertible Note Payable (n) $ 50,000 12/06/2018 12/06/2019 12 % $ — $ 22,777
Convertible Note Payable * ** $ 65,000 12/06/2018 12/06/2019 12 % $ 46 $ 46
Convertible Note Payable (x) $ 100,000 01/18/2019 01/16/2020 24 % $ — $ 95,492
Convertible Note Payable (v) $ 60,000 01/29/2019 01/22/2020 18 % $ — $ 266,050
Convertible Note Payable (ff) $ 50,000 02/01/2019 10/22/2019 24 % $ — $ 154,330
Convertible Note Payable (s) $ 60,000 02/21/2019 02/14/2022 0 % $ — $ 74,000
Convertible Note Payable (z) $ 55,125 02/21/2019 02/20/2020 24 % $ — $ 42,125
Convertible Note Payable * ** $ 75,000 03/18/2019 12/13/2019 24 % $ 177,795 $ 232,814
Convertible Note Payable (s) $ 26,000 09/16/2019 09/11/2022 0 % $ — $ 26,000
Convertible Note Payable (o) $ 175,814 09/27/2019 09/25/2020 8 % $ — $ 175,814
Convertible Note Payable $ 53,000 10/08/2019 10/07/2020 12 % $ — $ 53,000
Convertible Note Payable $ 50,000 10/31/2019 10/29/2020 12 % $ — $ 50,000
Convertible Note Payable (p) $ 8,888 02/19/2020 02/18/2021 12 % $ — $ —
Convertible Note Payable (q) * ** $ 30,000 03/06/2020 03/05/2021 12 % $ 21,662 $ —
Convertible Note Payable (r) $ 45,000 03/09/2020 03/02/2021 12 % $ — $ —
Convertible Note Payable (t) * ** $ 150,000 04/10/2020 04/09/2021 12 % $ 165,000 $ —
Convertible Note Payable (u) $ 128,000 04/16/2020 04/09/2021 12 % $ — $ —
Convertible Note Payable (w) $ 83,000 05/12/2020 11/08/2021 12 % $ — $ —
Convertible Note Payable (y) ** $ 300,000 08/27/2020 07/31/2021 12 % $ 300,000 $ —
Convertible Note Payable (aa) $ 53,500 09/22/2020 03/21/2022 12 % $ 53,500 $ —
Convertible Note Payable (bb) $ 87,500 09/24/2020 Demand 8 % $ 40,000 $ —
Convertible Note Payable (cc) $ 200,000 10/07/2020 10/06/2021 5 % $ 200,000 $ —
Convertible Note Payable (dd) $ 200,000 10/16/2020 10/15/2021 5 % $ 200,000 $ —
Convertible Note Payable (ee) $ 300,000 11/11/2020 11/10/2021 5 % $ 300,000 $ —
Convertible Note Payable (gg) $ 150,000 12/29/2020 12/28/2021 5 % $ 150,000 $ —
Subtotal $ 1,608,003 $ 1,192,448
Debt discount $ — $ (4,815 )
Balance, net $ 1,608,003 $ 1,187,633
Less current portion $ (1,554,503 ) $ (1,187,633 )
Total long-term $ 53,500 $ —
* Embedded conversion feature accounted for as a derivative liability at period end
** Currently in default


n) During the year ended December 31, 2020, $22,777 of principal and $4,007 of interest of the convertible note payable was converted into 37,005,272 shares of the Company’s common stock.


o) On February 7, 2020, the Company extinguished both promissory note (totaling $39,000) and convertible note (totaling $181,000), including accrued interest with a non-related party through the issuance of 220,000 shares of preferred series C stock. The Company recorded the difference between the fair value of the preferred series C stock of $264,000 and the debt outstanding of $220,000 as a loss on extinguishment of debt of $44,000.


p)
On February 19, 2020, the Company received another tranche on a convertible note originally dated December 6, 2018. The new tranche had a principal amount of $8,888, with an original issue discount of $888. The convertible note is due 365 days from issuance, bears interest at 12% per annum and is convertible into common shares of the Company at 65% multiplied by the lowest traded price or lowest closing bid price during the 25 days the Company’s stock is tradable prior to the conversion date. Further, if at any time the stock price is less than $0.30, an additional 20% discount is applied and if at any time the conversion price is less than $0.01, an additional 10% is applied. Further, an additional 15% is applied if the Company fails to comply with its reporting requirements. During the period, all these additional discounts were triggered.



The embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15. The initial fair value of the conversion feature was $70,719 and resulted in a discount to the note payable of $8,000 and an initial derivative expense of $62,719.



During the year ended December 31, 2020, the entire amount was repaid.



q)
On March 6, 2020, the Company received another tranche on a convertible note originally dated December 6, 2018. The new tranche had a principal amount of $30,000, with an original issue discount of $4,000. The convertible note is due 365 days from issuance, bears interest at 12% per annum and is convertible into common shares of the Company at 65% multiplied by the lowest traded price or lowest closing bid price during the 25 days the Company’s stock is tradable prior to the conversion date. Further, if at any time the stock price is less than $0.30, an additional 20% discount is applied and if at any time the conversion price is less than $0.01 an additional 10% is applied. Further, an additional 15% is applied if the Company fails to comply with its reporting requirements. During the period, all these additional discounts were triggered.



The embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15. The initial fair value of the conversion feature was $391,837 and resulted in a discount to the note payable of $26,000 and an initial derivative expense of $365,837.



During the year ended December 31, 2020, $8,338 of principal and $500 of interest of a convertible note payable was converted into 1,000,000 shares of the Company’s common stock.



r) On March 9, 2020, the Company entered into a convertible promissory note with a non-related party for $45,000, of which $3,000 was an original issue discount resulting in cash proceeds to the Company of $42,000. The note is due on March 2, 2021 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 15% to 40%, dependent upon the timeframe of repayment during the note’s term) and any part of the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid. 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 lowest trading price during the 15-trading day period prior to the conversion date. The note was repaid prior to becoming convertible, and no derivative liability was recorded.


s) On April 1, 2020, the Company entered into a settlement agreement to settle two convertible notes with remaining principal amounts $74,000 and $26,000. Pursuant to the settlement agreement, the Company agreed to pay $100,000 to settle the principal and accrued interest and penalties relating to the two convertible notes. As a result, the Company recorded a gain on settlement of debt of $312,269.


t)
On April 10, 2020, the Company entered into a convertible promissory note with a non-related party for $150,000, of which $18,000 was an original issue discount resulting in cash proceeds to the Company of $132,000. The note is due on April 9, 2021 and bears interest on the unpaid principal balance at a rate of 12% per annum. The Note may be converted by the Lender at any time into shares of Company’s common stock at a conversion price equal to 65% of the lowest trading price during the 25-trading day period prior to the conversion date. Further, if at any time the stock price is less than $0.30, an additional 20% discount is applied and if at any time the conversion price is less than $0.01 an additional 10% is applied. Further, an additional 15% is applied if the Company fails to comply with its reporting requirements. During the period, all these additional discounts were triggered.



The embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15. The initial fair value of the conversion feature was $507,847 and resulted in a discount to the note payable of $132,000 and an initial derivative expense of $375,847. During the year ended December 31, 2020, the Company incurred $15,000 of penalties which increased the principal amount of the note to $165,000.



u) On April 16, 2020, the Company entered into a convertible promissory note with a non-related party for $128,000, of which $3,000 was an original issue discount resulting in cash proceeds to the Company of $125,000. The note is due on April 9, 2021 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 15% to 40%, dependent upon the timeframe of repayment during the note’s term) and any part of the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid. 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 lowest trading price during the 15-trading day period prior to the conversion date. The note was repaid prior to becoming convertible, and no derivative liability was recorded.


v) On May 11, 2020, the Company entered into a settlement agreement to settle a convertible note with a principal balance of $266,050 and accrued interest balance of $573,933. Pursuant to the settlement agreement, the Company agreed to pay $100,000 to settle the principal and accrued interest and penalties relating to the convertible note. As a result, the Company recorded a gain on settlement of debt of $2,273,770.


w) On May 12, 2020, the Company entered into a convertible promissory note with a non-related party for $83,000, of which $3,000 was an original issue discount resulting in cash proceeds to the Company of $80,000. The note is due on November 8, 2021 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 15% to 40%, dependent upon the timeframe of repayment during the note’s term) and any part of the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid. 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 lowest trading price during the 15-trading day period prior to the conversion date. The note was repaid prior to becoming convertible, and no derivative liability was recorded.


x)
On August 18, 2020, the Company entered into a settlement agreement to settle a convertible note with a principal balance of $100,479 and accrued interest balance of $228,661. Pursuant to the settlement agreement, the Company agreed to pay $140,000 in four monthly installments of $35,000 commencing August 19, 2020 and ending November 19, 2020 to settle the principal and accrued interest and penalties relating to the convertible note. As a result, the Company recorded a gain on extinguishment of debt of $500,565.



During the year ended December 31, 2020, $4,562 of principal and $191 of interest of the convertible note payable was converted into 5,281,088 shares of the Company’s common stock.



y)
On August 27, 2020, the Company executed a new, consolidated convertible note with a non-related party by extinguishing the promissory note in the amount of $150,000 with interest due of $2,055. The new convertible note is in the amount of $300,000 (an additional $150,000 received), is due on or before July 31, 2021, has a 12% per annum interest rate and may be converted into shares of the Company’s common stock at $0.05 per share. According to the terms of the agreement, the Company is to make $75,000 quarterly payments at the end of each calendar quarter, with a ten-day grace period or the note becomes in default. The Company also issued warrants to purchase 5,000,000 shares of common stock at an exercise price of $0.06 for a term of 5 years. If at any time the convertible note becomes in default (failure to pay a scheduled payment), the number of warrants shall automatically be increased to 200% of the original warrants.



The warrants qualified for derivative liability classification, and the Company calculated the fair value of the warrants on issuance at $196,765. The Company recognized a loss on settlement of the nonconvertible note of $196,765. On October 10, 2020, the Company failed to make the first $75,000 quarterly payment, with a ten-day grace period. As a result, the convertible became due immediately, and the warrants increased from 5,000,000 to 10,000,000.



z)
On September 3, 2020, the Company entered into a settlement agreement to settle a convertible note with a principal balance of $39,170 and accrued interest balance of $12,831. Pursuant to the settlement agreement, the Company agreed to pay $100,000 in four monthly installments of $25,000 commencing September 8, 2020 and ending December 8, 2020 to settle the principal and accrued interest and penalties relating to the convertible note. As a result, the Company recorded a loss on extinguishment of debt of $10,273.



During the year ended December 31, 2020, $7,168 of principal of the convertible note payable was converted into 8,000,000 shares of the Company’s common stock.



aa) On September 22, 2020, the Company entered into a convertible promissory note with a non-related party for $53,500, of which $3,500 was an original issue discount resulting in cash proceeds to the Company of $50,000. The note is due on March 21, 2022 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 15% to 40%, dependent upon the timeframe of repayment during the note’s term) and any part of the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid. 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 lowest trading price during the 15-trading day period prior to the conversion date. As the note is not convertible until 180 days following issuance, no derivative liability was recognized as of December 31, 2020.


bb)
On September 24, 2020, a non-related promissory noteholder assigned its promissory note to a different non-related party. The balance of the note assigned was $87,500.



On September 25, 2020, the Company amended a promissory note to add a conversion feature making the note convertible at $0.001 per share, with all other terms remaining the same. As the instruments were substantially different, the promissory note was considered to be extinguished. As a result, the Company recorded a loss on extinguishment of debt of $3,298,750.



During the year ended December 31, 2020, $47,500 of principal of the convertible note payable was converted into 47,500,000 shares of the Company’s common stock.



cc) On October 7, 2020, the Company entered into a convertible promissory note with a non-related party for $200,000. The note is due on October 6, 2021 and bears interest on the unpaid principal balance at a rate of 5% per annum. The Note may be converted by the Lender at any time after 6-months of the date of issuance into shares of Company’s common stock at a conversion price of $0.20.


dd) On October 16, 2020, the Company entered into a convertible promissory note with a non-related party for $200,000. The note is due on October 15, 2021 and bears interest on the unpaid principal balance at a rate of 5% per annum. The Note may be converted by the Lender at any time after 6-months of the date of issuance into shares of Company’s common stock at a conversion price of $0.20.


ee) On November 11, 2020, the Company entered into a convertible promissory note with a non-related party for $300,000. The note is due on November 10, 2021 and bears interest on the unpaid principal balance at a rate of 5% per annum. The Note may be converted by the Lender at any time after 6-months of the date of issuance into shares of Company’s common stock at a conversion price of $0.15.


ff) On November 20, 2020, the Company entered into a settlement agreement to settle a convertible note with a remaining principal amount of $154,330 and accrued interest balance of $166,932. Pursuant to the settlement agreement, the Company agreed to issue 15,000,000 common shares with a fair value of $309,000 to settle the principal and accrued interest and penalties relating to the convertible note. As a result, the Company recorded a gain on settlement of debt of $1,362,268.


gg) On December 29, 2020, the Company entered into a convertible promissory note with a non-related party for $150,000. The note is due on December 28, 2021 and bears interest on the unpaid principal balance at a rate of 5% per annum. The Note may be converted by the Lender at any time after 6-months of the date of issuance into shares of Company’s common stock at a conversion price of $0.10.



46


NOTE 7 – DERIVATIVE LIABILITIES



The embedded conversion option of (1) the convertible debentures described in Note 6 and (2) warrants, containing conversion features that qualify for embedded derivative classification as described further in Note 10. The fair value of the liabilities will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on derivative financial instruments.



Upon the issuance of the convertible notes payable described in Note 6, the Company concluded that it only has sufficient shares to satisfy the conversion of some but not all of the outstanding convertible notes, warrants and options. The Company elected to reclassify contracts from equity with the earliest inception date first. As a result, none of the Company’s previously outstanding convertible instruments qualified for derivative reclassification, however, any convertible securities issued after the election, including the warrants described in Note 10, qualified for derivative classification. The Company reassesses the classification of the instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.



The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities.




December 31,

2020


December 31,

2019

Balance at the beginning of period $ 10,517,873 $ 322,976
Original discount limited to proceeds of convertible notes 166,000 540,750
Change in fair value of embedded conversion feature 5,424,692 12,912,201
Settlement of derivative instruments (4,876,287 ) (3,258,054 )
Balance at the end of the period $ 11,429,043 $ 10,517,873


The Company uses Level 3 inputs for its valuation methodology for the embedded conversion features and warrant liabilities as their fair values were determined by using the Binomial Model based on various assumptions.



Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations:



Expected Volatility Risk-free Interest Rate Expected Dividend Yield Expected Life (in years)
At issuance 212-358 % 0.25-1.47 % 0 % 1.00-5.00
At December 31, 2020 121-262 % 0.10-0.36 % 0 % 0.25-4.65


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NOTE 8 - 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. The preferred stock may be issued from time to time by the Board of Directors as shares of one or more classes or series, as summarized below.



Series A Preferred Shares

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, of which 1,000,000 shares were designated as Series A Convertible Preferred Stock as of December 31, 2019. The preferred stock may be issued from time to time by the Board of Directors as shares of one or more classes or series.



On December 1, 2018, the Company’s Board of Directors authorized an offering for 1,000,000 Preferred Series “A” stock at $0.10 per share and with 100% regular or cashless exercise at $0.10 per share of common stock warrant coverage. At December 31, 2018, the Company received $60,000 of subscriptions for the issuance of 600,000 shares of Preferred Series “A” stock to three accredited investors who are related parties. The Company was unable to issue the subscriber the preferred shares until the Company filed a Certificate of Designation and the Preferred Series “A” stock has been duly validly authorized. Resulting in a preferred stock liability related to the Company’s commitment to issue shares of Series A stock upon the designation.



On April 12, 2019, the Company filed a Certificate of Designation with the Nevada Secretary of State designating 1,000,000 shares of its authorized preferred stock as Series A Convertible Preferred Stock. The principal terms of the Series A Preferred Shares are as follows:

Issue Price

The stated price for the Series A Preferred shall be $0.10 per share.

Redemption

This Company may at any time following the first anniversary date of issuance (the “Redemption Date”), at the option of the Board of Directors, redeem in whole or in part the Shares by paying in cash in exchange for the Shares to be redeemed a price equal to the Original Series A Issue Price ($0.10) (the “Redemption Price”). Any redemption affected pursuant to this provision shall be made on a pro rata basis among the holders of the Shares in proportion to the number of the shares then held by them.

Dividends

None.

Preference of Liquidation

In the event of any liquidation, dissolution or winding up of the Company, the holders of Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Company, to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of (i) $0.10 for each outstanding Share (the “Original Series A Issue Price”) and (ii) an amount equal to 6% of the Original Series A Issue Price for each 12 months that has passed since the date of issuance of any Shares (such amount being referred to herein as the “Premium”).

For purposes of this provision, a liquidation, dissolution or winding up of this Company shall be deemed to be occasioned by, or to include, (A) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation but, excluding any merger effected exclusively for the purpose of changing the domicile of the Company); or (B) a sale of all or substantially all of the assets of the Company; unless the Company’s stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Company’s acquisition or sale or otherwise), hold at least 50% of the voting power of the surviving or acquiring entity.

If upon the occurrence of such liquidation, dissolution or winding up event, the assets and funds thus distributed among the holders of the Shares shall be insufficient to permit the payment to such holders of the full aforesaid preferential amounts, then, subject to the rights of series of preferred stock that may from time to time come into existence, the entire assets and funds of the Company legally available for distribution shall be distributed ratably among the holders of the Shares in proportion to the preferential amount each such holder is otherwise entitled to receive.

In any of such liquidation, dissolution or winding up event, if the consideration received by the Company is other than cash, its value will be deemed its fair market value. Any securities shall be valued as follows:

Securities not subject to investment letter or other similar restrictions on free marketability (covered by (B) below):
1) If traded on a securities exchange (NASDAQ, AMEX, NYSE, etc.), the value shall be deemed to be the average of the closing prices of the securities on such exchange over the thirty-day period ending three (3) days prior to the closing;
2) If traded on a quotation system, such as the OTC:QX, OTC:QB or OTC Pink Sheets, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty-day period ending three (3) days prior to the closing; and
3) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Company and the holders of at least a majority of the voting power of all then outstanding shares of Preferred Stock.
The method of valuation of securities subject to investment letter or other restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall be to make an appropriate discount from the market value determined as above in (A) (1), (2) or (3) to reflect the approximate fair market value thereof, as mutually determined by the Company and the holders of at least a majority of the voting power of all then outstanding shares of such Preferred Stock.
48


Voting

The holder of each Share shall not have any voting rights, except in the case of voting on a change in the preferences of Shares.

Conversion

Each Share shall be convertible into shares of the Company’s Common Stock at a price per share of $0.10 (1 Share converts into 1 share of Common Stock), at the option of the holder thereof, at any time following the date of issuance of such Share and on or prior to the fifth day prior to the Redemption Date, if any, as may have been fixed in any Redemption Notice with respect to the Shares, at the office of this Company or any transfer agent for such stock. Each Share shall automatically be converted into shares of Common Stock on the first day of the thirty-sixth (36th) month following the original issue date of the shares at the Conversion Price per share.



The Company was unable to issue the subscribers the preferred shares until the Company filed a Certificate of Designation and the Preferred Series “A” stock had been duly validly authorized. As the Company had not filed the Certificate of Designation and as the Company could not issue the preferred shares to settle the proceeds received, it was determined the subscriptions were settleable in cash. As a result, the Company classified the subscriptions received as a liability in accordance with ASC 480 Distinguishing Liabilities from Equity. The filing of the Certificate of Designation and issuance of the preferred shares resulted in the reclassification of the Series A Preferred Shares from a liability to temporary equity or “mezzanine” because the preferred shares include the liquidation preferences described above. The fair value of the preferred series A stock on April 12, 2019 was $60,398 and was valued by using the Binomial Model based on various assumptions and was reclassified from a liability to mezzanine equity.

As of December 31, 2020 and 2019, there were 500,000 shares of Series A Convertible Preferred Stock issued and outstanding, respectively.

Series B Preferred Shares

Effective August 13, 2019, the Company filed a Certificate of Designation with the Nevada Secretary of State thereby designating 1,000,000 shares of its authorized preferred stock as Series B –Preferred Stock. The principal terms of the Series B Preferred Shares are as follows:

Voting Rights

Holders of the Series B Preferred Stock shall be entitled to cast five hundred (500) votes for each share held of the Series B Preferred Stock on all matters presented to the stockholders of the Corporation for stockholder vote which shall vote along with holders of the Corporation’s Common Stock on such matters.

Redemption Rights

The Series B Preferred Stock shall be redeemed by the Corporation upon the successful receipt by the Corporation of at least $1,000,000 in equity capital following the issuance of the Series B Preferred Stock. To date the Company has received $500,500 of equity capital, and upon the receipt of an additional $499,500 in equity capital the redemption right will be triggered.

Conversion Rights

The Series B Preferred Stock is not convertible into shares of Common Stock of the Corporation.

Protective Provisions

So long as any shares of Series B Preferred Stock are outstanding, this Corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the Holders of the Series B Preferred Stock which is entitled, other than solely by law, to vote with respect to the matter, and which Preferred Stock represents at least a majority of the voting power of the then outstanding shares of such Series B Preferred Stock:

a) sell, convey, or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate with any other corporation (other than a wholly owned subsidiary corporation) or effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Corporation is disposed of;
b) alter or change the rights, preferences or privileges of the shares of Series B Preferred Stock so as to affect adversely the shares;
c) increase or decrease (other than by redemption or conversion) the total number of authorized shares of preferred stock;
d) authorize or issue, or obligate itself to issue, any other equity security, including any other security convertible into or exercisable for any equity security (i) having a preference over, or being on a parity with, the Series B Preferred Stock with respect to dividends or upon liquidation, or (ii) having rights similar to any of the rights of the Series B Preferred Stock; or
e) amend the Corporation’s Articles of Incorporation or bylaws.
Dividends

None.

Preference of Liquidation

None.



Upon designation, the Company issued 500,000 shares of the Series B preferred stock to each of its current CEO/Chairman and COO/Director (1,000,000 shares in total) pursuant to their employment agreements. As the Series B Preferred Shares represent share-based payments that are not classified as liabilities but that could require the employer to redeem the equity instruments for cash or other assets, the Company classified the initial redemption amount of the shares of $158,247 as temporary equity or “mezzanine”.



As of December 31, 2020 and 2019, there were 1,000,000 shares of Series B Preferred Stock issued and outstanding, respectively.


49


Series C Preferred Shares

Pursuant to the September 18, 2019 majority consent of stockholders in lieu of an annual meeting (including the consent of the Series A Convertible Preferred Stockholders), the Registrant filed a Certificate of Designation with the Nevada Secretary of State designating 5,500,000 shares of its authorized preferred stock as Series C Convertible Preferred Stock. The Registrant is awaiting the file stamped Certificate of Designation from the Nevada Secretary of State. The rights and preferences of such preferred stock are as follows:



The number of shares constituting the Series C Convertible Preferred Stock shall be 5,500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors, provided that no decrease shall reduce the number of shares of Series C Convertible Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Company convertible into Series C Convertible Preferred Stock.

Conversion Rights

Each Share shall be convertible into shares of the Company’s Common Stock at a price per share of $0.01 (1 Share converts into 100 shares of Common Stock) (the “Conversion Price”), at the option of the holder thereof, at any time following the date of issuance of such Share and on or prior to the fifth (5th) day prior to the redemption Date, if any, as may have been fixed in any redemption notice with respect to the Shares, at the office of this Company or any transfer agent for such stock.

Voting Rights

The holder of each Share shall not have any voting rights, except in the case of voting on a change in the preferences of Shares.

Protective Provisions

So long as any Shares are outstanding, this Company shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of Shares which is entitled, other than solely by law, to vote with respect to the matter, and which Shares represents at least a majority of the voting power of the then outstanding Shares:



a) sell, convey, or otherwise dispose of or encumber all or substantially all of its property or business or merge into or consolidate with any other corporation (other than a wholly owned subsidiary corporation) or effect any transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company is disposed of;
b) alter or change the rights, preferences or privileges of the Shares so as to affect adversely the Shares;
c) increase or decrease (other than by redemption or conversion) the total number of authorized shares of preferred stock;
d) authorize or issue, or obligate itself to issue, any other equity security, including any other security convertible into or exercisable for any equity security (i) having a preference over, or being on a parity with, the Shares with respect to liquidation, or (ii) having rights similar to any of the rights of the Preferred Stock; or
e) amend the Company’s Articles of Incorporation or bylaws.
50


Other Rights

There are no other rights, privileges or preferences attendant or relating to in any way the Shares, including by way of illustration but not limitation, those concerning dividend, ranking, other conversion, other redemption, participation or anti-dilution rights or preferences.

As conversion of the Series C Preferred Shares is not within the control of the Company, and it is not certain that the Company could satisfy its obligation to deliver shares upon conversion, the Series C Preferred Shares were classified in temporary equity or “mezzanine”.

On February 7, 2020, the Company extinguished a promissory note and convertible note, including accrued interest, through the issuance of 220,000 shares of preferred series C stock. The Company recorded the difference between the fair value of the preferred series C stock of $264,000 and the debt outstanding of $220,000 as a loss on extinguishment of debt of $44,000 as described further in Note 6(o).

During the period ended December 31, 2020, the Company sold 270,000 shares of preferred series C stock for proceeds of $270,000. The preferred series C stock sold during the period contained a beneficial conversion feature as the conversion price was less than the fair value of the common stock, which the instrument is then convertible at the commitment date. During the year ended December 31, 2020, the intrinsic value of the 270,000 shares sold was $270,000. As the preferred series C stock have no stated maturity date and are convertible at any time, the discount created in the preferred series C stock is fully amortized at issuance as a deemed dividend.

During the year ended December 31, 2020, 450,000 shares of preferred series C stock, with a value of $494,000, were converted into common stock (1 share converts into 100 shares of common stock), resulting in the issuance of 45,000,000 shares of common stock.

At December 31, 2020, there were 40,000 Series C Preferred Shares issued and outstanding (2019 – Nil), valued at $1 per share or $40,000.



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 shares. Effective October 4, 2019, 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 300,000,000 to 1,000,000,000 shares. The number of shares outstanding of the registrant’s common stock as of December 31, 2020 and 2019 was 722,487,846 and 498,880,300, respectively.



During the year ended December 31, 2020, $22,777 of principal and $4,007 of interest of a convertible note payable was converted into 37,005,272 shares of the Company’s common stock as further described in Note 6(n).



During the year ended December 31, 2020, $47,500 of principal of a convertible note payable was converted into 47,500,000 shares of the Company’s common stock as further described in Note 6(bb).



During the year ended December 31, 2020, the Company issued 9,246,186 shares of common stock upon the cashless exercise of 9,280,742 warrants.



During the year ended December 31, 2020, 450,000 shares of preferred series C stock with a value of $494,000 was converted into common stock (1 share converts into 100 shares of common stock), resulting in the issuance of 45,000,000 shares of common stock.

On January 1, 2020, the Company issued 15,000,000 fully vested shares of the Company’s common stock to Gary J. Grieco, its CEO and Chairman, pursuant to an employment agreement. The Company recorded the fair value of the common shares of $99,000 as stock-based compensation.



On May 20, 2020, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide advisory services through September 20, 2020 in consideration of 150,000 shares of common stock. The fair value of the common stock was $5,880, which was recognized in consulting expenses for the year ended December 31, 2020.



On March 31, 2020, the Company issued 250,000 shares of common stock pursuant to a loan agreement. The Company recorded the fair value of the common shares as $8,225 in interest expense.



On April 27, 2020, the Company issued 1,000,000 shares of common stock to an employee of the Company for cash proceeds of $10,000, pursuant to a stock subscription agreement.



51


On April 27, 2020, the Company issued 2,750,000 shares of common stock for cash proceeds of $110,000, pursuant to a stock subscription agreement.



On May 5, 2020, the Company issued 15,000,000 shares of common stock, with a fair value of $841,500, as part of the note extinguishment and consolidation agreement described in Note 6(e).



On May 19, 2020, the Company issued 500,000 shares of common stock for cash proceeds of $20,000, pursuant to a stock subscription agreement.



On July 1, 2020, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide advisory services through December 31, 2021 in consideration of 8,000,000 shares of common stock. The fair value of the common stock was $307,200 of which $99,915 was recognized in consulting expenses for the year ended December 31, 2020, with the remainder as prepaid assets for future services.



On July 6, 2020, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide investor relations services for a period of one year in consideration for $3,000 per month and the issuance of 1,000,000 shares of common stock. The fair value of the common stock was $36,000 of which $17,556 was recognized in consulting expenses for the year ended December 31, 2020 with the remainder in prepaid assets for future services.



On July 8, 2020, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide operational business development for a period of five years and introductory services in consideration for the issuance of 1,000,000 fully-vested shares of common stock and a 5% commission, payable in cash, for any product sales brokered. The fair value of the common stock was $36,500 which was recognized in consulting expenses.



On August 14, 2020, $4,562 of principal and $191 of interest of a convertible note payable was converted into 5,281,088 shares of the Company’s common stock as further described in Note 6(x).



On September 2, 2020, $7,168 of principal of a convertible note payable was converted into 8,000,000 shares of the Company’s common stock as further described in Note 6(z).



On September 29, 2020, $8,338 of principal and $500 of interest of a convertible note payable was converted into 1,000,000 shares of the Company’s common stock as further described in Note 6(q).



On October 6, 2020, the Company issued 3,500,000 shares of common stock for proceeds of $70,000, pursuant to a stock subscription agreement.



On October 7, 2020, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide advisory services for a period of five months in consideration of 5,000,000 shares of common stock. The fair value of the common stock was $134,500 of which $75,713 was recognized in consulting expenses for the year ended December 31, 2020, with the remainder as prepaid assets for future services.



On November 20, 2020, the Company issued 15,000,000 shares of common stock with a fair value of $309,000 to settle the principal, accrued interest, and penalties relating to the convertible note described in Note 6(ff).



On December 23, 2020, the Company issued 2,050,000 shares of common stock for proceeds of $20,500, pursuant to a stock subscription agreement.



On January 1, 2019, the Company entered into a four-year employment agreement with F. Jody Read in his role as Chief Executive Officer. The terms of the contract call for an annual salary of $90,000 for the first year, effective March 1, 2019 and increasing to $120,000 once the Company’s revenue exceeds monthly expenses, then incrementally over time and with certain operational results, up to $200,000/year. The salary may be paid, at the employee’s discretion, either in cash or in common stock. A $1,000 per month allowance will be granted to the executive for housing near the Company’s South Carolina facility. The employment agreement awards the CEO 1,500,000 restricted shares of the Company’s restricted stock, which shall vest in the following manner: 375,000 shares on March 1, 2019, 375,000 shares on March 1, 2020; 375,000 shares on March 1, 2021; and the final 375,000 shares on March 1, 2022. On October 4, 2019, F. Jody Read resigned from the position of CEO and moved back into the role of COO.



On January 1, 2019, the fair value of the restricted stock award totaled $240,000 which will be expensed over vesting period. As of December 31, 2020, 750,000 (2019 - 375,000) shares were issued and the Company had recognized $173,767 (2019 - $116,728) of expense.



52


During the year ended December 31, 2019, convertible note holders converted their debt into 410,433,964 shares of the Company’s common stock.



During the year ended December 31, 2019, the Company issued 24,928,288 shares of common stock upon the cashless exercise of 18,585,714 warrants.



On March 25, 2019, the Company issued 200,000 shares of common stock to two employees of the Company as compensation in lieu of commission on sales of the Company’s products. The Company recorded the fair value of the common shares of $34,000 in consulting expense.

On March 29, 2019, the Company executed a settlement agreement with a contractual consultant, UCAP Partners, LLC for the settlement of $25,000 owed to the contractor for the provision of services as related to the March 15, 2018 agreement with UCAP. The settlement terms include acknowledgement that the Company owes UCAP $25,000 as payment for said services; that UCAP purchased and fully paid for Series A Preferred Stock and Warrants from the Company on December 3, 2018 (100,000 Preferred Series A Shares and 100,000 warrants to purchase common shares at $0.10/share); the settlement is outlined as follows: the Company shall issue 164,000 shares of its common stock as payment in full for the services rendered on the consulting contract; the Company shall accept UCAP’s conversion and exercise of the purchased 100,000 Preferred Series A shares into 100,000 shares of the Company’s common stock and the Company shall accept the cashless conversion of UCAP’s 100,000 warrant into 34,400 shares of the Company’s restricted common stock; and, as inducement for and consideration for the settlement of the Company’s debt to UCAP, the Company agrees to grant 500,000 additional shares of the Company’s restricted stock. As a result of this transaction, 798,400 shares of Company’s common stock were issued and a $55,830 loss on settlement of debt was recognized.



On August 1, 2019, the Company entered into a consulting agreement for investor relations services through December 31, 2019. The agreement called for 1,000,000 restricted shares of common stock to be issued to the consultant. As of December 31, 2019, the Company recorded the fair value of the shares of $15,000 for the consulting expense related to the consulting services provided.



On October 1, 2019, the Company entered into a consulting agreement for investor relations services through March 31, 2020. The agreement called for a cash payment of $25,000 and 12,000,000 restricted shares of common stock to be issued to the consultant. As of December 31, 2019, the Company recorded the fair value of the shares of $61,200, of which $30,600 was recognized in consulting expense for the year ended December 31, 2019, with the remaining amount of $30,600 recognized during the year ended December 31, 2020.



53


NOTE 9 – STOCK OPTIONS



The Company did not grant any stock options during the year ended December 31, 2019 or the year ended December 31, 2020.



Below is a table summarizing the options issued and outstanding as of December 31, 2020:



Number of
warrants Weighted average exercise price
$
Balance, December 31, 2019 200,000 2.00
Granted — —
Expired — —
Settled — —
Balance, December 31, 2020 200,000 2.00


As at December 31, 2020, the following stock options were outstanding:



Date Number Number Exercise Weighted Average Remaining Contractual Expiration Proceeds to Company if
Issued Outstanding Exercisable Price $ Life (Years) Date Exercised
01/26/2017 200,000 200,000 2.00 1.07 01/26/2022 400,000
200,000 200,000 $ 400,000


The weighted average exercise prices are $2.00 for the options outstanding and exercisable, respectively. The intrinsic value of stock options outstanding at December 31, 2020 was $Nil.




54


NOTE 10 – WARRANTS



During the year ended December 31, 2019, the Company issued 487,500 warrants subject to an exercise price of $0.20 per share for 5 years and 300,000 warrants subject to an exercise price of $0.10 per share for 5 years. If the Company issues any common stock or common stock equivalents at an effective price per share less than the warrant’s exercise price, the exercise price of the warrants will be reduced to the lower price. In addition, the number of common shares issuable upon conversion of the warrants is increased so that the number of shares issuable multiplied by the exercise price equals the aggregate exercise price of the warrants immediately prior to the exercise reduction. During period, convertible notes were exercised at a price less than the original exercise price of these warrants, resulting in an adjustment to the number of warrants and exercise price. Following these adjustments 393,618,843 warrants were outstanding subject to an exercise price of $0.00035 and 53,571,429 warrants were outstanding subject to an exercise price of $0.00056.



On August 27, 2020, as part of the convertible note financing described in Note 6(y), the Company issued warrants to purchase 5,000,000 shares of common stock at an exercise price of $0.06 for a term of 5 years. On October 10, 2020, the Company failed to make a required repayment of the note and as a result, the warrants increased from 5,000,000 to 10,000,000.



The Company concluded that it only has sufficient shares to satisfy the conversion of some but not all of the outstanding convertible instruments. The initial fair value of the warrants issued during the period was calculated using the Binomial Model as described in Note 7.



The following table summarizes the continuity of share purchase warrants:



Number of
warrants Weighted average exercise price
$
Balance, December 31, 2019 413,816,252 0.00053
Adjustment to warrants outstanding 48,154,762 0.00673
Granted 5,000,000 0.06
Settled (9,280,742 ) 0.00035
Balance, December 31, 2020 457,690,272 0.00179


As at December 31, 2020, the following share purchase warrants were outstanding:



Date Number Number Exercise Weighted Average Remaining Contractual Expiration Proceeds to Company if
Issued Outstanding Exercisable Price $ Life (Years) Date Exercised
11/28/2018 142,857,143* 142,857,143* 0.00035 * 0.91 11/28/2021 $ 50,000
12/03/2018 500,000 500,000 0.10 2.92 12/03/2023 50,000
02/14/2019 143,618,843* 143,618,843* 0.00035 * 3.12 02/14/2024 50,267
03/13/2019 107,142,857* 107,142,857* 0.00035 * 3.20 03/13/2024 37,500
09/11/2019 53,571,429* 53,571,429* 0.00056 * 3.70 09/11/2024 30,000
08/26/2020 10,000,000** 10,000,000** 0.06 4.65 08/26/2025 600,000
457,690,272 457,690,272 $ 817,767


*The number of warrants outstanding and exercisable is variable based on adjustments to the exercise price of the warrant due to dilutive issuances.



**An additional 5,000,000 warrants were issued, according to the terms of the agreement, due to the Company defaulted on a convertible note payable with the warrant holder.



The intrinsic value of warrants outstanding at December 31, 2020 was $9,670,419.




55


NOTE 11 – RELATED PARTY TRANSACTIONS



The Company has agreements with related parties for consulting services, accrued rent, accrued interest, notes payable and stock options. See Notes to Financial Statements numbers 6, 8, 9 and 12 for more details.



NOTE 12 – COMMITMENTS AND CONTINGENCIES



Consulting Agreements –



On October 1, 2019, the Company entered into a consulting agreement for investor relations services through March 31, 2020. The agreement called for a cash payment of $25,000 and 12,000,000 restricted shares of common stock to be issued to the consultant. As of December 31, 2019, the Company recorded the fair value of the shares of $61,200 for the consulting expense related to the consulting services provided. At December 31, 2019, $30,600 was recorded as prepaid expenses. The expense was recognized over the service period, ending on March 31, 2020.



In addition to contracts for service, the Company also regularly uses the professional services of securities attorneys, a US EPA specialist, professional accountants and other public company specialists.



Employment Agreements –



On January 1, 2019, the Company entered into a four-year employment agreement with F. Jody Read in his role as Chief Executive Officer. The terms of the contract call for an annual salary of $90,000 for the first year, effective March 1, 2019 and increasing to $120,000 once the Company’s revenue exceeds monthly expenses, then incrementally over time and with certain operation results, up to $200,000/year. The salary may be paid, at the employee’s discretion, either in cash or in common stock. A $1,000 per month allowance will be granted to the executive for housing near the Company’s South Carolina facility. The employment agreement awards the CEO 1,500,000 restricted shares of the Company’s restricted stock, which shall vest in the following manner: 375,000 shares on March 1, 2019, 375,000 shares on March 1, 2020, 375,000 shares on March 1, 2021 and the final 375,000 shares on March 1, 2022. 375,000 shares vested on March 1, 2020 and another 375,000 shares vested on March 1, 2021. On August 12, 2019, the Company amended the employment contract with F. Jody Read, CEO, whereby 500,000 Preferred Series B shares were issued to Read. On October 4, 2019, F. Jody Read resigned from the position of CEO and moved back into the role of COO. All other terms of the January 1, 2019 employment agreement remain in effect.



On August 12, 2019, the Company entered into a four-year employment agreement with Gary J. Grieco, its President, whereby Mr. Grieco will continue to receive $24,000 per year for services to the Company as its President and whereby 500,000 preferred series B stock were issued to Grieco. The employment agreement begins on August 12, 2019, and is automatically renewable for two years unless terminated earlier as per the terms of the agreement. Gary Grieco entered the role of CEO of the Company upon F. Jody Read’s resignation on October 4, 2019 and entered into a four-year employment agreement with the Company on January 1, 2020. Pursuant to the agreement, Mr. Grieco will receive $48,000 per year commencing April 1, 2020 and receive 15,000,000 shares of the Company’s common stock for services to the Company as its President and CEO. In addition, once monthly revenue exceeds monthly expenses, the salary will be increased and Mr. Grieco will be issued an additional 10,000,000 shares of the Company’s common stock. The employment agreement begins on January 1, 2020 and is automatically renewable for two years unless terminated earlier as per the terms of the agreement.



Legal Proceedings and Status –



Annihilare Litigation



On August 8, 2019, we received notice from Annihilare Medical Systems, Inc (“Annihilare”) that certain intellectual properties developed jointly between us and Annihilare were to be discontinued from use by us and our customers. We dispute the claims from Annihilare that the intellectual properties are exclusively Annihilare’s.



In May of 2020, we filed a complaint in the United States District Court for the Western District of North Carolina (Charlotte Divisions – Civil Action No. 3:20-cv-00287), against Annihilare, Marion E. Paris, Jr. and Clay Parker Sipes, seeking damages.



These claims arise from several consulting agreements and an acquisition agreement between the Company and the Defendants surrounding the purchase of Annihilyzer® Intellectual property by the Company and subsequent infringement of the intellectual properties. Subsequent to the period end, the legal proceedings were settled.




56


Other Obligations and Commitments –



On March 20, 2020, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide investor relations services for a period of nine months. The Company issued the consultant 150,000 shares of common stock.



On May 25, 2020, the Company entered into an agreement with PCT Europe to create an exclusive trading partnership within the United Kingdom and five European territories. The intention is for the Company to acquire a 25% equity stake in PCT Europe. In the event that a potential customer approaches the Company with an opportunity in the specified territories the Company will pass the opportunity onto PCT Europe. Subsequent to the period, the Company has yet finalized the negotiations with PCT (Europe) LTD, and has not received, its 25% ownership position of PCT (Europe) LTD; therefore, such ownership position, while intended, has not been finalized. PCT (Europe) LTD is currently performing testing of the Company’s infection control system in a “live ward” scenario in the United Kingdom.



On July 1, 2020, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide advisory services through December 31, 2021 in consideration of 8,000,000 shares of common stock. The fair value of the common stock was $307,200 of which $99,915 was recognized in consulting expenses for the year ended December 31, 2020, with the remainder in prepaid expenses for future services.



On July 6, 2020, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide investor relations services for a period of one year in consideration for $3,000 per month and the issuance of 1,000,000 shares of common stock. The fair value of the common stock was $36,000 of which $17,556 was recognized in consulting expenses for the year ended December 31, 2020 with the remainder in prepaid expenses for future services.



On July 8, 2020, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide operational business development for a period of five years and introductory services in consideration for the issuance of 1,000,000 fully-vested shares of common stock and a 5% commission, payable in cash, for any product sales brokered. The fair value of the common stock was $36,500 which was recognized in consulting expenses.



On August 26, 2020, the Company signed a new one-year lease for the Company headquarters and operations located in Little River, South Carolina. The lease was effective retroactively from July 1, 2020, ending on June 30, 2021, for $7,500 per month. The Company has an option to renew the lease for an additional four years.



On October 7, 2020, the Company entered into a services agreement with a consultant for services for a period of six months. In consideration for services, the Company issued 5,000,000 shares of common stock.




57


NOTE 13 – INCOME TAXES



There was no provision for, or benefit from, income tax during the years ended December 31, 2020 and 2019 respectively. The Company was subject to United States federal and state income taxes at an approximate rate of 21% for the year ended December 31, 2020.



The components of the net deferred tax asset as of December 31, 2020 and 2019:



For the year ended December 31, 2020 2019
Net operating loss carry forwards $ 7,798,197 $ 6,089,157
Stock/options issued for services (512,905 ) (370,925 )
Stock/options issued for acquisitions (106,856 ) (106,856 )
Loss on settlement of debt 1,080 (14,220 )
Contributed services (77,997 ) (77,997 )
Depreciation and amortization (319,583 ) (246,353 )
Meals and Entertainment (1,809 ) (1,809 )
Loss on change in fair value of conversion features (3,897,570 ) (2,758,381 )
Accretion of discount on convertible note (261,170 ) (170,340 )
Loss on preferred share liability (2,490 ) (2,490 )
Valuation allowance $ (2,618,097 ) $ (2,339,786 )
Net Deferred Tax Asset $ — $ —


Federal and state net operating loss carry forwards at December 31, 2020 were $10,222,362. The net operating loss carry forwards expire between 2033 and 2040.



The following is a reconciliation of the amount of benefit that would result from applying the federal statutory rate to pretax loss with the provision for income taxes for the years ended December 31, 2020 and 2019, respectively:




For the Years Ended December 31, 2020 2019
Book income (loss) from operations $ (1,709,040 ) $ (3,481,498 )
Stock/options issued for services 141,980 47,650
Depreciation and amortization 73,230 70,990
Meals and entertainment — —
Loss on settlement of debt (15,300 ) 14,220
Loss on change in fair value of conversion feature 1,139,190 2,711,560
Accretion of discount on convertible note 91,630 157,700
Preferred share liability loss — (15,220 )
Change in valuation allowance 278,310 494,598
Provision for Income Taxes $ — $ —


In June 2006, FASB issued FASB ASC 740-10-05-6. The Company adopted FASB ASC 740-10-05-6 on January 1, 2013. Under FASB ASC 740-10-05-6, tax benefits are recognized only for the tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the Company's tax return that do not meet these recognition and measurement standards.



Upon the adoption of FASB ASC 740-10-05-6, the Company had no liabilities for unrecognized tax benefits and, as such, the adoption had no impact on its financial statements, and the Company has recorded no additional interest or penalties. The Adoption of FASB ASC 740-10-05-6 did not impact the Company's effective tax rates.



The Company's policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits with the income tax expense. For the years ended December 31, 2020, and 2019, the Company did not recognize any interest or penalties in its Statement of Operations, nor did it have any interest or penalties accrued in its Balance Sheet at December 31, 2020 and 2019 relating to unrecognized benefits.



The tax years 2020 and 2019 remain open to examination for federal income tax purposes and by other major taxing jurisdictions to which the Company is subject.




58


NOTE 14. SUBSEQUENT EVENTS



On January 4, 2021, the Company issued 25,000,000 common shares to settle a convertible note described in Note 6(bb), with a remaining balance of $40,000.



On January 27, 2021, the Company entered into a convertible promissory note with a non-related party for $150,000. The note is due on January 26, 2022 and bears interest on the unpaid principal balance at a rate of 5% per annum. The note may be converted by the lender at any time before 6-months of the date of issuance into shares of Company’s common stock at a conversion price equal to $0.10.



On February 2, 2021, the Company sold future receivables with a non-related party for $177,800, of which $35,994 was applied to previous loans owing to the lender and $39,795 was loan fees and original issue discount resulting in cash proceeds to the Company of $102,011. The advance is to be repaid through weekly payments of $7,730. In connection with the advance, the Company granted the lender a security interest in all past, present and future assets of the Company.



On February 16, 2021, the Company issued 1,803,279 shares of common stock to settle $247,270 from a $275,000 note payable dated June 20, 2018, which has a balance of $331,304, including interest, to the current Chairman and CEO of the Company. The Company also agreed to issue a new note for the remaining balance owed to the Chairman and CEO of $84,034, dated February 16, 2021. The note will bear interest at 5% per annum and is due on June 30, 2021.



On February 16, 2021, the Company issued 2,663,299 shares of common stock to settle a June 20, 2018 note payable of $380,000 and accrued interest of $77,229 owed to the current COO and Director of the Company.



On February 15, 2021, 40,000 shares of preferred series C stock was converted into common stock (1 share converts into 100 shares of common stock), resulting in the issuance of 4,000,000 shares of common stock.



On February 23, 2021, the Company entered into a convertible promissory note with a non-related party for $128,000, of which $3,000 was an original issue discount resulting in cash proceeds to the Company of $125,000. The note is due on February 22, 2022 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 15% to 40%, dependent upon the timeframe of repayment during the note’s term) and any part of the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid. 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 lowest trading price during the 15-trading day period prior to the conversion date.



On March 1, 2021, the Company released an additional vested 375,000 shares of common stock to its current COO and Director, as per the Company employment agreement with the executive.

On March 1, 2021, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide advisory services for a period of three months in consideration of $5,000 per month and an option to purchase 2,500,000 shares of common stock at $0.0001 for one year, exercisable on issuance.



On March 9, 2021, the Company sold future receivables with a non-related party for $522,640, of which $146,640 was loan fees, original issue discount and reserve resulting in cash proceeds to the Company of $376,000. The advance is to be repaid through daily payments of $2,999. The Company only received $22,766, net of fees, from the lender. On March 22, 2021, the Company cancelled this future receivables contract through total payments of $28,764 to the lender.



On March 9, 2021, the Company sold future receivables with a non-related party for $111,920, of which $35,145 was loan fees and original issue discount resulting in cash proceeds to the Company of $76,775. The advance is to be repaid through daily payments of $1,399. In connection with the advance, the Company granted the lender a security interest in all past, present and future assets of the Company.



On March 18, 2021, the Company entered into a convertible promissory note with a non-related party for $200,000. The note is due on March 17, 2022 and bears interest on the unpaid principal balance at a rate of 5% per annum. The note may be converted by the lender at any time before 6-months of the date of issuance into shares of Company’s common stock at a conversion price equal to $0.10.



On March 23, 2021, the Company amended the convertible note described in Note 6(y). Pursuant to the amendment, the Company repaid $20,000 of principal and $17,457 of interest and the maturity date will be extended to April 15, 2021.



On March 26, 2021, the Company entered into a convertible promissory note with a non-related party for $83,000, of which $3,000 was an original issue discount resulting in cash proceeds to the Company of $80,000. The note is due on March 24, 2022 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 15% to 40%, dependent upon the timeframe of repayment during the note’s term) and any part of the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid. 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 lowest trading price during the 15-trading day period prior to the conversion date.



On April 6, 2021, the Company entered into a convertible promissory note with a non-related party for $43,000, of which $3,000 was an original issue discount resulting in cash proceeds to the Company of $40,000. The note is due on April 5, 2022 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 15% to 40%, dependent upon the timeframe of repayment during the note’s term) and any part of the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid. 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 lowest trading price during the 15-trading day period prior to the conversion date.




59


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



None.





ITEM 9A. CONTROLS AND PROCEDURES



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 serves as our principal executive officer and principal financial officer, has 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 December 31, 2020, our disclosure controls and procedures were not effective due to the shortcomings described below.



Notwithstanding this finding of ineffective disclosure controls and procedures, we concluded that the consolidated financial statements included in this Form 10-K 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.



Management’s Annual Report on 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 year ended December 31, 2020, management has relied on the Committee of Sponsoring Organizations of the Treadway Commission (COSO), “Internal Control - Integrated Framework (2013),” 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 the year ended December 31, 2020, 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 fourth quarter of 2020 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.





ITEM 9B. OTHER INFORMATION



None.



60


PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



Current Directors and Executive Officers



The current board of directors and their terms are as follows:



Name Age Position(s) Held Class of Director Director Term
Gary J. Grieco 78 Director and CEO/President Class I Three Years
Gregory W. Albers 69 Director and Secretary/Treasurer Class II Two Years
Paul Branagan 75 Director Class II Two Years
Francis J. Read 53 Director, COO Class III One Year
William E. Prince 68 Director Class III One Year


CLASS I DIRECTOR (serving three-year term expiring at the 2021 annual meeting):



Gary J. Grieco -- Mr. Grieco was appointed to serve as a Director and as President of PCTL on August 10, 2016. He currently serves as a Director for Paradigm and from June 2014 to the present he has served as the President of Paradigm and has served as Secretary of that company since June 2012. He also served as Paradigm’s Chief Financial Officer from June 2012 to June 2014. His responsibilities have included sales, marketing and testing of the Paradigm technologies and seeking additional technology for the company to license. He supervises four employees and two outside consultants. In addition, for the past 25 years he has served as President of 3GC, Ltd. He attended the University of Buffalo and studied securities analysis at the New York Institute of Finance and New York University.



Mr. Grieco’s experience as a director and officer of Paradigm and his knowledge and experience with the products and operations of Paradigm should assist our Board with future decisions regarding the development of the Paradigm subsidiary.



CLASS II DIRECTORS (serving two-year terms expiring at the 2021 annual meeting):



Gregory W. Albers -- Mr. Albers was appointed to fill a vacancy on our Board and to serve as Secretary/Treasurer on April 1, 2016. He is the President and Chief Executive Officer of Life Insurance Buyers, Inc., a life insurance brokerage. Since 1995 to the present, Mr. Albers has worked in the viatical and life settlement industry and, based on his experience, he has testified as an expert regarding that industry’s issues in Kansas legislative committees. Prior to 1995 he worked as an independent life broker and a New England Life Insurance Company insurance agent. He earned a Bachelor’s degree in Business from Kansas State University.



Mr. Albers experience owning and operating his insurance business may prove helpful in management of our subsidiary’s operations. Prior to his appointment, Mr. Albers has not had any related party transactions with the Company or its affiliates and he has no family relationship with any current executive officer or director of the Company.



Paul Branagan – was appointed as a director of the Company on March 23, 2018. From 1993 to the present Mr. Branagan has been the President and Senior Scientist of Branagan & Associates, Inc. Mr. Branagan is a physicist with over 40 years of experience in a variety of technical ventures ranging from nuclear weapons development, improving and monitoring civil structural and construction activities to enhanced energy development for the oil and gas industry. Most of his efforts involved large scale commercialization and Research and Development (R&D) in advanced technical projects. Mr. Branagan has authored and co-authored numerous papers, articles and presentations covering a broad range of technical accomplishments. Many involved topical oil and gas R&D activities and their ultimate commercialization. In addition to being a Distinguished Lecturer he has also served on a numerous symposium committees charged with reviewing, editing and selecting the most advanced and topical technical articles for presentation. Mr. Branagan graduated from the University of Las Vegas Nevada with a B.S. in physics.



CLASS III DIRECTORS (serving one-year terms expiring at the 2021 annual meeting):



Francis J. Read – was appointed a director of the Company on March 23, 2018. In 2017, Mr. Read recently returned to the role as 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 $44 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.



William E. Prince – was appointed a director of the Company on March 23, 2018. Since 2014, Mr. Prince has served as Sr. Vice President Sales and Marketing for Paradigm Convergence Technologies Corp., the Company’s wholly owned operating subsidiary. For two years prior to joining Paradigm, Mr. Prince was an independent consultant in the electro-chemically activated solution industry. From 2003 through 2011, Mr. Prince was the President, CEO and Chairman of Integrated Environmental Technologies, Ltd, a publicly traded company with its common stock registered under the 34 Act.



The Amended Bylaws allow for the appointment of up to seven directors. The Board may appoint up to two additional Class III directors to fill such vacancies at any time prior to the next annual meeting or at any time there is a vacancy on the Board.



61


Limitation of Liability of Directors



Pursuant to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director’s liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.



Election of Directors and Officers



Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.



Involvement in Certain Legal Proceedings



During the past ten years none of our executive officers have been involved in any legal proceedings that are material to an evaluation of their ability or integrity; namely: (1) filed a petition under federal bankruptcy laws or any state insolvency laws, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; (2) been convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from or otherwise limiting his/her involvement in any type of business, securities or banking activities; or (4) been found by a court of competent jurisdiction in a civil action, by the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated.



Compliance with Section 16(a) of the Exchange Act



Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that as of the date of this information statement they were not current in their filings.



Code of Ethics



We had only two persons serving as executive officers and directors during 2020. We have not adopted a code of ethics for our principal executive and financial officers. Our appointed board of directors intends to address this issue in the future and adopt a code of ethics as appropriate. In the meantime, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC and comply with applicable governmental laws and regulations.



Corporate Governance



We did not have a standing nominating committee for directors, nor did we have an audit committee with an audit committee financial expert serving on that committee during 2020. Our entire board of directors acted as our nominating and audit committee. Our board of directors intends to address these issues in the future and enact committees as appropriate.



62


ITEM 11. EXECUTIVE COMPENSATION



Executive Officer Compensation



PCT LTD did not pay any compensation to its officers for the last two fiscal years. As of the date of this report, PCT LTD has not entered into any compensation agreement with Messrs. Grieco or Albers. However, PCT Corp. has/had employment agreements with Gary Grieco, Jody Read and Marion E. Paris during 2019, but only with Gary Grieco and Jody Read during 2020.



Summary Compensation Table



Name and Principal Position Fiscal Year Salary ($) Bonus ($) Option Awards ($) Restricted Stock Awards ($)
All Other

Compensation ($)

Total ($)
Gary J. Grieco(2) 2020 $ 48,000 (2) $ — $ — $ — $ — $ 48,000
President, Principal Executive Officer 2019 $ 24,000 (2) $ — $ — $ — $ — $ 24,000
Principal Financial Officer

Gregory Albers 2020 $ — $ — $ — $ — $ — $ —
Secretary/Treasurer 2019 $ — $ — $ — $ — $ — $ —


(1) Represents 500,000 Preferred Series B shares issued for services.
(2) Compensation paid by PCT Corp. for Mr. Grieco’s services.


Grieco Employment Agreement

On August 12, 2019, the Company executed an employment contract with Gary J. Grieco, President/CEO. Mr. Grieco earned a base salary of $2,000 per month to serve as the president and CEO. His employment agreement provides for one week’s vacation and indemnification rights. He is subject to a non-compete provision during the term of his employment, please one year after termination. Per the terms of the employment agreement, he is obligated to protect the Company’s information and any work product he creates shall belong to the Company. His employment may be terminated by him or the Company with or without cause. In addition, Mr. Grieco was issued 500,000 Preferred Series B shares of PCT LTD.



On January 1, 2020, the Company entered into a four-year employment agreement with Gary J. Grieco, its President and CEO, whereby Mr. Grieco will receive $48,000 per year commencing April 1, 2020, and receive 15,000,000 shares of the Company’s common stock for services to the Company as its President and CEO. In addition, once monthly revenue exceeds monthly expenses the salary will be increased and Mr. Grieco will be issued an additional 10,000,000 shares of the Company’s common stock, as a bonus in lieu of cash. The employment agreement begins on January 1, 2020 and is automatically renewable for two years unless terminated earlier as per the terms of the agreement.




63


Read Employment Agreement

On January 1, 2019, the Company entered into a four-year employment agreement with F. Jody Read in his role as Chief Executive Officer. The terms of the contract call for an annual salary of $90,000 for the first year, effective March 1, 2019 and increasing to $120,000 once the Company’s revenue exceeds monthly expenses, then incrementally over time and with certain operation results, up to $200,000/year. The salary may be paid, at the employee’s discretion, either in cash or in common stock. A $1,000 per month allowance will be granted to the executive for housing near the Company’s South Carolina facility. The employment agreement awards the CEO 1,500,000 restricted shares of the Company’s restricted stock, which shall vest in the following manner: 375,000 shares on March 1, 2019, 375,000 shares on March 1, 2020, 375,000 shares on March 1, 2021 and the final 375,000 shares on March 1, 2022. On August 12, 2019, the Company amended the Employment Contract with F. Jody Read, CEO, whereby 500,000 Preferred Series B shares were issued to Read. All other terms of the January 1, 2019 employment agreement remain in effect. On October 4, 2019, F. Jody Read resigned from the position of CEO and moved back into the role of COO. By executed addendum to the January 1, 2019 employment agreement between the parties, all terms within the referenced employment agreement remained the same with the exception of the issuance of 500,000 fully paid and non-assessable Series B Preferred Shares of the Company’s stock.



PCT LTD does not offer retirement benefit plans to our executive officers, nor have we entered into any contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to a named executive officer at, or in connection with, the resignation, retirement or other termination of a named executive officer, or a change in control of the company, or a change in the named executive officer’s responsibilities following a change in control.



Securities under Equity Compensation Plans



PCT LTD does not have securities authorized for issuance under any equity compensation plans approved by our shareholders as of December 31, 2020.



Compensation of Directors



PCT LTD does not have any standard arrangement for compensation of our directors for any services provided as director, including services for committee participation or for special assignments.



64


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



Beneficial Ownership



The following table sets forth certain information concerning the number of shares of our Common Stock owned beneficially as of March 31, 2020 or exercisable within the next 60 days thereafter, by: (i) our directors; (ii) our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated by footnote, the persons named in the table below have sole voting power and investment power with respect to all shares of common stock shown as beneficially owned by them.



Name and Address of Beneficial Owner(1)
Amount and

Nature of

Beneficial

Ownership


Percentage

of

Common Stock

Outstanding(2)

Gary J. Grieco, CEO, Chairman and President (3) 15,000,000 2.01 %
Francis J. Read, COO and Director (3) 3,286,666 0.44 %
Gregory Albers, Secretary/Treasurer and Director 50,167 *%
Paul Branagan, Director 1,500,000 0.20 %
William E. Prince, Director -0- *%

Directors and executive officers as a group (5 People) 19,836,833 2.65 %
* Less than 0.01 percent.



(1) Unless otherwise noted above, the address of the persons and entities listed in the table is c/o PCT LTD, 4235 Commerce Street, Little River, SC 29566.


(2) Percentage is based upon 746,187,846 shares of common stock issued and outstanding and figures are rounded to the nearest hundredth of a percent.


(3) Does not include 500,000 shares of Series B Preferred stock, whereby each share is entitled to cast five hundred (500) votes for each share held of the Series B Preferred stock on all matters presented to the stockholders of the Company for stockholder vote.





65


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



The following information summarizes transactions we have either engaged in for the past two fiscal years or propose to engage in, involving our executive officers, directors, more than 5% stockholders, or immediate family members of these persons. These transactions were negotiated between related parties without “arm’s length” bargaining and, as a result, the terms of these transactions may be different than transactions negotiated between unrelated persons.



Other than as set forth below, we were not a party to any transactions or series of similar transactions that have occurred during fiscal 2020 in which:



• The amounts involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years ($45,040); and
• A director, executive officer, holder of more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.


Transactions with Related Parties



On January 1, 2019, the Company entered into a four-year employment agreement with F. Jody Read in his role as Chief Executive Officer. The terms of the contract call for an annual salary of $90,000 for the first year, effective March 1, 2019 and increasing to $120,000 once the Company’s revenue exceeds monthly expenses, then incrementally over time and with certain operational results, up to $200,000/year. The salary may be paid, at the employee’s discretion, either in cash or in common stock. A $1,000 per month allowance will be granted to the executive for housing near the Company’s South Carolina facility. The employment agreement awards the CEO 1,500,000 restricted shares of the Company’s restricted stock, which shall vest in the following manner: 375,000 shares on March 1, 2019, 375,000 shares on March 1, 2020; 375,000 shares on March 1, 2021; and the final 375,000 shares on March 1, 2022. On October 4, 2019, F. Jody Read resigned from the position of CEO and moved back into the role of COO.



On January 1, 2019, the fair value of the restricted stock award totaled $240,000 which will be expensed over vesting period. As of December 31, 2020, 750,000 (2019 - 375,000) shares were issued and the Company had recognized $173,767 (2019 - $116,728) of expense.



On January 1, 2020, the Company entered into a four-year employment agreement with Gary, J. Grieco, its President and CEO, whereby Mr. Grieco will receive $48,000 per year commencing April 1, 2020, and receive 15,000,000 shares of the Company’s common stock for services to the Company as its President and CEO. In addition, once monthly revenue exceeds monthly expenses the salary will be increased and Mr. Grieco will be issued an additional 10,000,000 shares of the Company’s common stock. The employment agreement begins on January 1, 2020, and is automatically renewable for two years unless terminated earlier as per the terms of the agreement.



On February 11, 2020, the Company received a $1,500 advance from the President of the Company and a $2,000 advance from a Director of the Company. The advances are unsecured, non-interest bearing and due on demand.



On February 16, 2021, the COO and Director of the Company converted the June 20, 2018 consolidated note of $380,000 USD into 2,663,299 shares of the Company’s common stock, fully extinguishing the prior consolidated note.



On February 16, 2021, CEO and Chairman of the Company converted $275,000 of his June 20, 2018 consolidated note (totaling $3850,000) into 1,803,279 shares of the Company’s common stock. A new note in the amount of $84,034 was executed with a 5% per annum interest rate and a June 30,2021 maturity date.



On March 1, 2021, the Company released an additional vested 375,000 shares of common stock to its current COO and Director, as per the Company employment agreement with the executive.



The Company has agreements with related parties for consulting services, notes payable and stock options. See Notes to Financial Statements numbers 6, 7, 8 and 10 for more details.



Director Independence



Two of the company’s directors (Messrs. Branagan and Albers) are independent directors as defined by NASDAQ Stock Market Rule 5605(a)(2). This rule defines persons as “independent” who are neither officers nor employees of the company and have no relationships that, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out their responsibilities as directors.




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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES



Auditor Fees



The following table presents the aggregate fees paid in connection with the audit of our financial statements and other professional services for each of the last two fiscal years.



2020 2019
Audit fees (1) $ 85,439 $ 82,500
Audit-related fees (2) — —
Tax fees (3) — —
All other fees — —
Total fees paid or accrued to our principal accountant $ 85,439 $ 82,500


(1) Audit fees represent fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.


(2) Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.


(3) Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning.


All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for the other three categories.



Pre-approval Policies



PCT LTD does not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance the scope and cost of the engagement of an auditor. All services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant. We do not rely on pre-approval policies and procedures.




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PART IV



ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE



The following information required under this item is filed as part of this report:



(a) 1. Financial Statements



Page
Report of Independent Registered Public Accounting Firm 34
Balance Sheets 36
Statements of Operations 38
Statements of Stockholders’ Deficit 39
Statements of Cash Flows 40
Notes to Financial Statements 42


(b) 2. Financial Statement Schedules



None.



(c) 3. Exhibits Index



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)
3.1 Amended Articles of Incorporation increasing authorized shares (Incorporated by reference to Exhibit 3.1 of Form 8-K, filed on October 25, 2019)
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 Certificate of Designation of Series A Convertible Preferred Stock (Incorporated by reference to Exhibit 4.1 of Form 10-Q, filed on September 16, 2019)
4.2 Certificate of Designation of Series B – Super Voting Convertible Preferred Stock (Incorporated by reference to Exhibit 4.2 of Form 10-Q, filed on September 16, 2019)
4.3 Certificate of Designation of Series C Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 of Form 8-K, filed on October 25, 2019)
4.4 Peak One Opportunity Fund Note dated September 16, 2019 (Incorporated by reference to Exhibit 4.16 of Form 10-Q, filed on August 14, 2020)
4.5 Power-Up #8 Note dated October 8, 2019 (Incorporated by reference to Exhibit 4.17 of Form 10-Q, filed on August 14, 2020)
4.6 Power-Up #9 Note dated October 31, 2019 (Incorporated by reference to Exhibit 4.18 of Form 10-Q, filed on August 14, 2020)
4.7 Power-Up #10 Note dated March 2, 2020 (Incorporated by reference to Exhibit 4.19 of Form 10-Q, filed on August 14, 2020)
4.8 TFK Investments Note dated April 10, 2020 (Incorporated by reference to Exhibit 4.20 of Form 10-Q, filed on August 14, 2020)
4.9 Power-Up #11 Note dated April 16, 2020 (Incorporated by reference to Exhibit 4.21 of Form 10-Q, filed on August 14, 2020)
4.10 Herschbach 2005 Trust Consolidated Note dated May 5, 2020 (Incorporated by reference to Exhibit 4.22 of Form 10-Q, filed on August 14, 2020)
4.11 Power-Up #12 Note dated May 12, 2020 (Incorporated by reference to Exhibit 4.23 of Form 10-Q, filed on August 14, 2020)
4.12 Digital Ally Note dated July 7, 2020 (Incorporated by reference to Exhibit 4.24 of Form 10-Q, filed on August 14, 2020)
4.13 Reserve Capital Management Note dated July 15, 2020 (Incorporated by reference to Exhibit 4.25 of Form 10-Q, filed on November 16, 2020)
4.14 Digital Ally Note #2 dated July 28, 2020
4.15 Signature Note dated October 1, 2020 (Incorporated by reference to Exhibit 4.27 of Form 10-Q, filed on November 16, 2020)
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† Read Employment Agreement (Incorporated by reference to Exhibit 10.18 of Form 10-Q, filed on September 16, 2019)
10.5† Read Addendum to Employment Agreement (Incorporated by reference to Exhibit 10.19 of Form 10-Q, filed on September 16, 2019)
10.6† Grieco 2019 Employment Agreement (Incorporated by reference to Exhibit 10.20 of Form 10-Q, filed on September 16, 2019)
10.7† Grieco 2020 Employment Agreement (Incorporated by reference to Exhibit 10.21 of Form 10-Q, filed on April 13, 2020)
10.8 Peak One Opportunity Fund Agreement dated September 16, 2019 (Incorporated by reference to Exhibit 10.22 of Form 10-Q, filed on August 14, 2020)
10.9 Power-Up #8 Agreement dated October 8, 2019 (Incorporated by reference to Exhibit 10.23 of Form 10-Q, filed on August 14, 2020)
10.10 Power-Up #9 Agreement dated October 31, 2019 (Incorporated by reference to Exhibit 10.24 of Form 10-Q, filed on August 14, 2020)
10.11 Power-Up #10 Agreement dated March 2, 2020 (Incorporated by reference to Exhibit 10.25 of Form 10-Q, filed on August 14, 2020)
10.12 TFK Investments Agreement dated April 10, 2020 (Incorporated by reference to Exhibit 10.26 of Form 10-Q, filed on August 14, 2020)
10.13 Power-Up #11 Agreement dated April 16, 2020 (Incorporated by reference to Exhibit 10.27 of Form 10-Q, filed on August 14, 2020)
10.14 Herschbach 2005 Trust Agreement dated May 12, 2020 (Incorporated by reference to Exhibit 10.28 of Form 10-Q, filed on August 14, 2020)
10.15 RB Capital $200,000 Note dated October 7, 2020 (Incorporated by reference to Exhibit 10.29 of Form 10-Q, filed on November 16, 2020)
10.16 RB Capital $200,000 Note dated October 16, 2020 (Incorporated by reference to Exhibit 10.30 of Form 10-Q, filed on November 16, 2020)
10.17 October 1, 2020 $199,500 Future Receivables Note
10.18 November 3, 2020 $126,000 Future Receivables Note
10.19 November 4, 2020 $113,980 Future Receivables Note
10.20 RB Capital $300,000 Note dated November 11, 2020
10.21 RB Capital $150,000 Note dated December 29, 2020
10.22 RB Capital $150,000 Note dated January 26, 2021
10.23 February 2, 2021 $177,800 Future Receivables Note
10.24 February 22, 2021 $128,000 Convertible Promissory Note
10.25 March 5, 2021 $522,640 Future Receivables Note
10.26 March 9, 2021 $111,920 Future Receivables Note
10.27 March 18, 2021 $200,000 Convertible Promissory Note
10.28 March 23, 2021 Amended Convertible Note
21.1 List of Subsidiaries
31.1 Principal Executive Officer Certification
31.2 Principal Financial Officer Certification
32.1 Section 1350 Certification
99.1 RB Capital $400,000 Financing Press Release dated October 20, 2020 (Incorporated by reference to Exhibit 99.1 of Form 10-Q, filed on November 16, 2020)
99.2 1 Million Gallon Annual Supply Agreement Press Release dated October 27, 2020
99.3 Zerorez License Press Release dated October 29, 2020
99.4 RB Capital $300,000 Financing Press Release dated November 13, 2020
99.5 Debt Settlement Press Release dated November 24, 2020
99.6 Interim CFO and Legal Counsel Press Release dated December 10, 2020
99.7 RB Capital $150,000 Financing Press Release dated December 31, 2020
99.8 New Website and Investor Relations Press Release dated January 26, 2021
99.9 UK Updated Press Release dated January 28, 2021
99.10 Litigation Settlement Press Release dated March 4, 2021
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.




68


SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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: April 13, 2021 By: /s/ Gary J. Grieco
Gary J. Grieco
President




Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Name Title Date

/s/ Gary J. Grieco
Gary J. Grieco President (Principal Executive Officer), (Principal Financial Officer), and Class I Director April 13, 2021

/s/ Gregory W. Albers
Gregory W. Albers Secretary and Treasurer and Class II Director April 13, 2021

/s/ Paul Branagan
Paul Branagan Class II Director April 13, 2021

/s/ Francis J. Read
Francis J. Read Class III Director April 13, 2021

/s/ William E. Prince
William E. Prince Class III Director April 13, 2021




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