UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterlyperiod ended March 31, June 30, 2021
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 000-31549
PCT LTD
(Exact name of registrant as specified in its charter)
| Nevada | 90-0578516 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
4235 Commerce Street Little River, South Carolina | 29566 |
| (Address of principal executive offices) | (Zip Code) |
��(843) 390-7900
(843) 390-7900
(Registrant’sRegistrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐ The registrant does not have a Web site.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large"large accelerated filer,” “accelerated" "accelerated filer,” “smaller" "smaller reporting company,”" and “emerging"emerging growth company”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 ☑
The number of shares outstanding of the registrant’sregistrant's common stock as of June 21,September 23, 2021 was 765,501,229 which does not include 400,267,426 shares of common stock reserved against default on convertible debt.debt and 750,000 shares for vesting of executive shares.
TABLE OF CONTENTS
| Part I | Page | |
| Item 1. | Condensed Consolidated Financial Statements (Unaudited) | 3 |
| Item 2. | ||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | |
| Item 4. | Controls and Procedures | |
| Part II | ||
| Item 1. | Legal Proceedings | |
| Item 1A. | Risk Factors | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | |
| Item 3. | Defaults Upon Senior Securities | |
| Item 4. | Mine Safety Disclosures | |
| Item 5. | Other Information | |
| Item 6. | Exhibits | |
| Signatures | ||
PART I –- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial information set forth below with respect to our statements of operations, stockholders’stockholders' equity (deficit), and cash flows for the three-monththree and six-month periods ended March 31,June 30, 2021 and 2020 is unaudited. This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data. The results of operations for the three-monththree and six-month periods ended March 31,June 30, 2021 and 2020 are not necessarily indicative of results to be expected for any subsequent period.
| 2 |
PCT LTD
Condensed Consolidated Balance Sheets
June 30, 2021 | December 31, 2020 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 154,651 | $ | 115,196 | ||||
| Accounts receivable, net | 272,372 | 349,526 | ||||||
| Inventory | 6,368 | 6,188 | ||||||
| Prepaid expenses | 99,286 | 274,736 | ||||||
| Other current assets | 5,000 | 2,110 | ||||||
| Total current assets | 537,677 | 747,756 | ||||||
| PROPERTY AND EQUIPMENT | ||||||||
| Property and equipment, net | 315,210 | 358,719 | ||||||
| OTHER ASSETS | ||||||||
| Intangible assets, net | 3,247,780 | 3,400,024 | ||||||
| Operating lease right-of-use asset | 146,311 | 118,385 | ||||||
| Deposits | 12,700 | 9,726 | ||||||
| Total other assets | 3,406,791 | 3,528,135 | ||||||
| TOTAL ASSETS | $ | 4,259,678 | $ | 4,634,610 | ||||
| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | 171,938 | $ | 272,978 | ||||
| Accrued expenses - related parties | 111,527 | 139,280 | ||||||
| Accrued expenses | 666,988 | 622,040 | ||||||
| Deferred revenue | 1,075 | 1,075 | ||||||
| Current portion of operating lease liability | 62,861 | 34,965 | ||||||
| Notes payable - related parties, net | 178,034 | 789,214 | ||||||
| Notes payable, net | 384,308 | 384,380 | ||||||
| Current portion of convertible notes payable, net | 2,196,799 | 1,554,503 | ||||||
| Derivative liability | 2,454,631 | 7,102,801 | ||||||
| Total current liabilities | 6,228,161 | 10,901,236 | ||||||
| LONG-TERM LIABILITIES | ||||||||
| Convertible notes payable, net of current portion and discounts | - | 53,500 | ||||||
| Operating lease liability, net of current portion | 83,450 | 83,420 | ||||||
| TOTAL LIABILITIES | $ | 6,311,611 | 11,038,156 | |||||
| MEZZANINE EQUITY | ||||||||
| Preferred series A stock, $ par value; authorized; and issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 60,398 | 60,398 | ||||||
| Preferred series B stock, $ par value; authorized; and issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 158,247 | 158,247 | ||||||
| Preferred series C stock, $ par value; authorized; and issued and outstanding at June 30, 2021 and December 31, 2020, respectively | - | 40,000 | ||||||
| TOTAL MEZZANINE EQUITY | 218,645 | 258,645 | ||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Common stock, $ par value; authorized; and issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 770,126 | 722,488 | ||||||
| Additional paid-in-capital | 24,193,149 | 23,202,933 | ||||||
| Accumulated deficit | (27,233,853 | ) | (30,587,612 | ) | ||||
| TOTAL STOCKHOLDERS' DEFICIT | (2,270,578 | ) | (6,662,191 | ) | ||||
| TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS' DEFICIT | $ | 4,259,678 | $ | 4,634,610 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
PCT LTD
Condensed Consolidated Balance SheetsStatements of Operations
(Unaudited)
March 31, 2021 | December 31, 2020 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 53,853 | $ | 115,196 | ||||
| Accounts receivable, net | 198,443 | 349,526 | ||||||
| Inventory | 7,029 | 6,188 | ||||||
| Prepaid expenses | 192,333 | 274,736 | ||||||
| Other current assets | — | 2,110 | ||||||
| Total current assets | 451,658 | 747,756 | ||||||
| PROPERTY AND EQUIPMENT | ||||||||
| Property and equipment, net | 346,716 | 358,719 | ||||||
| OTHER ASSETS | ||||||||
| Intangible assets, net | 3,323,902 | 3,400,024 | ||||||
| Operating lease, right of use asset | 110,236 | 118,385 | ||||||
| Deposits | 15,226 | 9,726 | ||||||
| Total other assets | 3,449,364 | 3,528,135 | ||||||
| TOTAL ASSETS | $ | 4,247,738 | $ | 4,634,610 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | 231,439 | $ | 272,978 | ||||
| Accrued expenses – related parties | 80,951 | 139,280 | ||||||
| Accrued expenses | 611,155 | 622,040 | ||||||
| Deferred revenue | 1,075 | 1,075 | ||||||
| Operating lease liability | 36,607 | 34,965 | ||||||
| Notes payable – related parties, net | 183,034 | 789,214 | ||||||
| Notes payable, net | 413,130 | 384,380 | ||||||
| Convertible notes payable, net | 1,935,017 | 1,554,503 | ||||||
| Derivative liability | 11,763,555 | 11,429,043 | ||||||
| Total current liabilities | 15,255,963 | 15,227,478 | ||||||
| Convertible notes payable, net of current portion and discount | — | 53,500 | ||||||
| Operating lease liability, net of current portion | 77,499 | 83,420 | ||||||
| TOTAL LIABILITIES | 15,333,462 | 15,364,398 | ||||||
| MEZZANINE EQUITY | ||||||||
| Preferred series A stock, $0.001 par value; 1,000,000 authorized; 500,000 and 500,000 issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 60,398 | 60,398 | ||||||
| Preferred series B stock, $0.001 par value; 1,000,000 authorized; 1,000,000 and 1,000,000 issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 158,247 | 158,247 | ||||||
| Preferred series C stock, $0.001 par value; 5,500,000 authorized; nil and 490,000 issued and outstanding at March 31, 2021 and December 31, 2020, respectively | — | 40,000 | ||||||
| TOTAL MEZZANINE EQUITY | 218,645 | 258,645 | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Common stock, $0.001 par value; 1,000,000,000 authorized; 758,454,354 and 722,487,846 issued and outstanding at March 31, 2021 and December 31, 2020, respectively | 758,454 | 722,488 | ||||||
| Additional paid-in-capital | 23,962,053 | 23,202,933 | ||||||
| Accumulated deficit | (36,024,876 | ) | (34,913,854 | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | (11,304,369 | ) | (10,988,433 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 4,247,738 | $ | 4,634,610 | ||||
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| REVENUES | ||||||||||||||||
| Product | $ | 81,596 | $ | 582,389 | $ | 170,859 | $ | 745,037 | ||||||||
| Licensing | 118,025 | 77,000 | 149,775 | 84,000 | ||||||||||||
| Equipment leases | 269,522 | 221,783 | 544,028 | 324,317 | ||||||||||||
| Total Revenues | 469,143 | 881,172 | 864,662 | 1,153,354 | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and administrative | 658,616 | 592,042 | 1,552,067 | 1,140,828 | ||||||||||||
| Research and development | 5,756 | 5,000 | 14,955 | 5,000 | ||||||||||||
| Cost of product, licensing and equipment leases | 87,468 | 415,855 | 140,369 | 564,705 | ||||||||||||
| Depreciation and amortization | 108,606 | 81,348 | 196,728 | 164,369 | ||||||||||||
| Total operating expenses | 860,446 | 1,094,245 | 1,904,119 | 1,874,902 | ||||||||||||
| Loss from operations | (391,303 | ) | (213,073 | ) | (1,039,457 | ) | (721,548 | ) | ||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||
| Gain (loss) on change in fair value of derivative liability | 1,550,080 | (6,015,835 | ) | 1,292,161 | (15,310,597 | ) | ||||||||||
| Gain (loss) on settlement of debt | 3,011,297 | 13,707,921 | 3,327,698 | 13,663,921 | ||||||||||||
| Interest expense | (98,287 | ) | (459,930 | ) | (276,643 | ) | (894,341 | ) | ||||||||
| Misc. income | - | - | 50,000 | - | ||||||||||||
| Total other income (expense) | 4,463,090 | 7,232,156 | 4,393,216 | (2,541,017 | ) | |||||||||||
| Income (loss) before income taxes | 4,071,787 | 7,019,083 | 3,353,759 | (3,262,565 | ) | |||||||||||
| Income taxes | - | - | - | - | ||||||||||||
| NET INCOME (LOSS) | $ | 4,071,787 | $ | 7,019,083 | $ | 3,353,759 | $ | (3,262,565 | ) | |||||||
| Preferred series C stock deemed dividends | - | - | - | (270,000 | ) | |||||||||||
| NET (INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS' | $ | 4,071,787 | $ | 7,019,083 | $ | 3,353,759 | $ | (3,532,565 | ) | |||||||
| Basic income (loss) per share | $ | 0.01 | $ | 0.01 | $ | 0.00 | $ | (0.01 | ) | |||||||
| Diluted income (loss) per share | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | ||||
| Basic weighted average shares outstanding | 761,250,542 | 569,964,666 | 756,501,281 | 557,809,456 | ||||||||||||
| Diluted weighted average shares outstanding | 982,197,398 | 774,463,424 | 1,020,426,754 | 557,809,456 | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
PCT LTD
Condensed Consolidated Statements of OperationsStockholders' Equity (deficit)
For the Three and Six Months Ended June 30, 2021 and 2020
(Unaudited)
For the Three Months Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| REVENUES | ||||||||
| Product | $ | 89,263 | $ | 162,648 | ||||
| Licensing | 31,750 | 7,000 | ||||||
| Equipment leases | 274,506 | 102,534 | ||||||
| Total Revenues | 395,519 | 272,182 | ||||||
| OPERATING EXPENSES | ||||||||
| General and administrative | 893,451 | 548,786 | ||||||
| Research and development | 9,199 | — | ||||||
| Costs of product, licensing and equipment leases | 52,901 | 148,850 | ||||||
| Depreciation and amortization | 88,122 | 83,021 | ||||||
| Total operating expenses | 1,043,673 | 780,657 | ||||||
| Loss from operations | (648,154 | ) | (508,475 | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Gain/(Loss) on change in fair value of derivative liability | (650,913 | ) | (9,294,762 | ) | ||||
| Gain/(Loss) on settlement of debt | 316,401 | (44,000 | ) | |||||
| Interest expense | (178,356 | ) | (434,411 | ) | ||||
| Misc. income | 50,000 | |||||||
| Total other income (expense) | (462,868 | ) | (9,773,173 | ) | ||||
| Loss before income taxes | (1,111,022 | ) | (10,281,648 | ) | ||||
| Income taxes | — | — | ||||||
| NET LOSS | $ | (1,111,022 | ) | $ | (10,281,648 | ) | ||
| Preferred series C stock deemed dividends | — | (270,000 | ) | |||||
| NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS’ | $ | (1,111,022 | ) | $ | (10,551,648 | ) | ||
| Basic and diluted net loss per share | $ | (0.00 | ) | $ | (0.02 | ) | ||
| Basic and diluted weighted average shares outstanding | 751,832,583 | 545,843,212 | ||||||
| Additional | Total Stockholders' | |||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Equity | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance - December 31, 2019 | 498,880,300 | $ | 498,881 | $ | 15,872,330 | $ | (26,505,567 | ) | $ | (10,134,356 | ) | |||||||||
| Common stock issued for services | 15,525,000 | 15,525 | 103,538 | - | 119,063 | |||||||||||||||
| Common stock issued in settlement of debt | 250,000 | 250 | 7,975 | - | 8,225 | |||||||||||||||
| Common stock issued in conversion of convertible notes payable | 36,050,000 | 36,050 | 360,660 | - | 396,710 | |||||||||||||||
| Beneficial conversion feature on preferred series C stock | - | - | 270,000 | (270,000 | ) | - | ||||||||||||||
| Net loss for the three-months ended March 31, 2020 | - | - | - | (10,281,648 | ) | (10,281,648 | ) | |||||||||||||
| Balance - March 31, 2020 | 550,705,300 | $ | 550,706 | $ | 16,614,503 | $ | (37,057,215 | ) | $ | (19,892,006 | ) | |||||||||
| Common stock issued for cash | 4,250,000 | 4,250 | 135,750 | - | 140,000 | |||||||||||||||
| Common stock issued in settlement of debt | 15,000,000 | 15,000 | 826,500 | - | 841,500 | |||||||||||||||
| Common stock issued in cashless exercise of warrants | 9,246,186 | 9,246 | 420,702 | - | 429,948 | |||||||||||||||
| Common stock issued in conversion of preferred series C stock | 5,000,000 | 5,000 | 45,000 | - | 50,000 | |||||||||||||||
| Stock-based compensation | - | - | 14,182 | - | 14,182 | |||||||||||||||
| Net loss for the three-months ended June 30, 2020 | - | - | - | 7,019,083 | 7,019,083 | |||||||||||||||
| Balance - June 30, 2020 | 584,201,486 | $ | 584,202 | $ | 18,056,637 | $ | (30,038,132 | ) | $ | (11,397,293 | ) | |||||||||
| Balance - December 31, 2020 | 722,487,846 | $ | 722,488 | $ | 23,202,933 | $ | (30,587,612 | ) | $ | (6,662,191 | ) | |||||||||
| Common stock issued for services | 2,500,000 | 2,500 | 74,276 | - | 76,776 | |||||||||||||||
| Common stock issued in settlement of debt | 4,466,508 | 4,466 | 648,844 | - | 653,310 | |||||||||||||||
| Common stock issued in conversion of convertible notes payable | 25,000,000 | 25,000 | - | - | 25,000 | |||||||||||||||
| Conversion of preferred series C stock | 4,000,000 | 4,000 | 36,000 | - | 40,000 | |||||||||||||||
| Net loss for the three-months ended March 31, 2020 | - | - | - | (718,028 | ) | (718,028 | ) | |||||||||||||
| Balance - March 31, 2021 | 758,454,354 | $ | 758,454 | $ | 23,962,053 | $ | (31,305,640 | ) | $ | (6,585,133 | ) | |||||||||
| Common stock issued for cash | 8,750,000 | 8,750 | 166,250 | - | 175,000 | |||||||||||||||
| Common stock issued for services | 1,000,000 | 1,000 | 32,174 | - | 33,174 | |||||||||||||||
| Common stock issued in cashless exercise of warrants | 1,921,875 | 1,922 | 32,672 | - | 34,594 | |||||||||||||||
| Net income for the three-months ended June 30, 2021 | - | - | - | 4,071,787 | 4,071,787 | |||||||||||||||
| Balance - June 30, 2021 | 770,126,229 | $ | 770,126 | $ | 24,193,149 | $ | (27,233,853 | ) | $ | (2,270,578 | ) | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
PCT LTD
| Consolidated Statements of Stockholders’ Equity (Deficit) | ||||||||||||||||||||
| For the Three-Months Ended March 31, 2021 and 2020 (Unaudited) | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| Common Stock | Additional Paid-in | Accumulated | Stockholders’ Equity | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance – December 31, 2019 | 498,880,300 | $ | 498,881 | $ | 15,872,330 | $ | (26,505,567 | ) | $ | (10,134,356 | ) | |||||||||
| Common stock issued for services | 15,525,000 | 15,525 | 103,538 | — | 119,063 | |||||||||||||||
| Common stock issued in settlement of debt | 250,000 | 250 | 7,975 | — | 8,225 | |||||||||||||||
| Common stock issued in conversion of convertible notes payable | 36,050,000 | 36,050 | 360,660 | — | 396,710 | |||||||||||||||
| Beneficial conversion feature on preferred series C stock | — | — | 270,000 | (270,000 | ) | — | ||||||||||||||
| Net loss for the three-months ended March 31, 2020 | — | — | — | (10,281,648 | ) | (10,281,648 | ) | |||||||||||||
| Balance – March 31, 2020 | 550,705,300 | $ | 550,706 | $ | 16,614,503 | $ | (37,057,215 | ) | $ | (19,892,006 | ) | |||||||||
| Balance – December 31, 2020 | 722,487,846 | $ | 722,488 | $ | 23,202,933 | $ | (34,913,854 | ) | $ | (10,988,433 | ) | |||||||||
| Common stock issued for services | 2,500,000 | 2,500 | 74,276 | — | 76,776 | |||||||||||||||
| Common stock issued in settlement of debt, related parties | 4,466,508 | 4,466 | 648,844 | — | 653,310 | |||||||||||||||
| Common stock issued in conversion of convertible notes payable | 25,000,000 | 25,000 | — | — | 25,000 | |||||||||||||||
| Conversion of preferred series C stock | 4,000,000 | 4,000 | 36,000 | — | 40,000 | |||||||||||||||
| Net loss for the three-months ended March 31, 2021 | — | — | — | (1,111,022 | ) | (1,111,022 | ) | |||||||||||||
| Balance – March 31, 2021 | 758,454,354 | $ | 758,454 | $ | 23,962,053 | $ | (36,024,876 | ) | $ | (11,304,369 | ) | |||||||||
Condensed Consolidated Statements of Cash Flows
(Unaudited)
For the Six Months Ended June 30, | ||||||||
| 2021 | 2020 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net income (loss) | $ | 3,353,759 | $ | (3,262,565 | ) | |||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 196,728 | 164,369 | ||||||
| Amortization of debt discount | 163,471 | 280,188 | ||||||
| Common stock issued for services | 194,131 | 133,245 | ||||||
| (Gain) loss on change in fair value of derivative liability | (1,292,161 | ) | 15,310,597 | |||||
| Amortization of right of use asset | 24,673 | - | ||||||
| (Gain) loss on settlement of debt | (3,327,698 | ) | (13,663,921 | ) | ||||
| Default penalties on convertible notes | 15,173 | 13,762 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 77,154 | (207,213 | ) | |||||
| Inventory | (180 | ) | 26,669 | |||||
| Prepaid expenses | 91,269 | (8,295 | ) | |||||
| Deposits | (2,974 | ) | - | |||||
| Other assets | (2,890 | ) | (12,027 | ) | ||||
| Operating lease liability | (24,673 | ) | - | |||||
| Accrued expenses | 48,448 | 620,188 | ||||||
| Accrued expenses - related party | 44,376 | 13,773 | ||||||
| Accounts payable | (101,039 | ) | 132,577 | |||||
| Net cash used in operating activities | (542,433 | ) | (458,653 | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Purchase of equipment | (975 | ) | - | |||||
| Net cash used for by investing activities | (975 | ) | - | |||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from notes payable | 410,377 | 155,525 | ||||||
| Proceeds from notes payable - related parties | - | 3,500 | ||||||
| Proceeds from convertible notes payable | 920,000 | 413,000 | ||||||
| Proceeds from common stock subscriptions | 175,000 | 140,000 | ||||||
| Proceeds from preferred series C stock subscriptions | - | 270,000 | ||||||
| Repayment of convertible notes payable | (324,335 | ) | (311,888 | ) | ||||
| Repayment of notes payable | (568,179 | ) | (245,551 | ) | ||||
| Repayment of notes payable - related parties | (30,000 | ) | (4,286 | ) | ||||
| Net cash provided by financing activities | 582,863 | 420,300 | ||||||
| Net change in cash | 39,455 | (38,353 | ) | |||||
| Cash and cash equivalents at beginning of period | 115,196 | 67,613 | ||||||
| Cash and cash equivalents at end of period | $ | 154,651 | $ | 29,260 | ||||
| Supplemental Cash Flow Information | ||||||||
| Cash paid for interest | $ | 43,496 | $ | 53,645 | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
| Non-cash investing and financing activities: | ||||||||
| Preferred series C stock deemed dividend | $ | - | $ | 270,000 | ||||
| Original debt discount against convertible notes | $ | 12,000 | $ | 197,888 | ||||
| Original debt discount against notes payable | $ | 174,435 | $ | 23,917 | ||||
| Common stock issued for services | $ | 81,740 | $ | - | ||||
| Common stock issued in conversion of convertible notes payable | $ | 25,000 | $ | 396,710 | ||||
| Common stock issued in settlement of notes payable to related parties | $ | 653,310 | $ | - | ||||
| Common stock issued in cashless exercise of warrants | $ | 34,594 | $ | 429,948 | ||||
| Common stock issued in conversion of preferred series C stock | $ | 40,000 | $ | 50,000 | ||||
| Property plant and equipment transferred to inventory | $ | - | $ | 26,669 | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
PCT LTD
Condensed Consolidated Statements of Cash Flows
(Unaudited)
For the Three-Months Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | (1,111,022 | ) | $ | (10,281,648 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 88,122 | 83,021 | ||||||
| Amortization of debt discount | 78,804 | 73,588 | ||||||
| Common stock issued for services | 14,027 | 119,063 | ||||||
| Loss on change in fair value of derivative liability | 650,913 | 9,294,762 | ||||||
| Amortization of right of use asset | 8,149 | — | ||||||
| Amortization of prepaid expense | 146,465 | — | ||||||
| Loss on settlement of debt | (316,401 | ) | 44,000 | |||||
| Default penalties on convertible notes | 15,172 | 13,762 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 151,083 | (15,745 | ) | |||||
| Inventory | (841 | ) | 26,669 | |||||
| Prepaid expenses | — | 33,024 | ||||||
| Deposits | (5,500 | ) | (12,027 | ) | ||||
| Operating lease liability | (4,279 | ) | — | |||||
| Accrued expenses | (10,885 | ) | 377,306 | |||||
| Accrued expenses – related party | 13,900 | 5,430 | ||||||
| Accounts payable | (41,539 | ) | 44,573 | |||||
| Net cash used in operating activities | (323,932 | ) | (194,222 | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from notes payable | 207,575 | 155,525 | ||||||
| Proceeds from notes payable – related parties | 3,500 | |||||||
| Proceeds from convertible notes payable | 555,000 | 76,000 | ||||||
| Proceeds from preferred series C stock subscriptions | 270,000 | |||||||
| Repayment of convertible notes payable | (218,500 | ) | (8,888 | ) | ||||
| Repayment of notes payable | (256,486 | ) | (102,414 | ) | ||||
| Repayment of notes payable – related parties | (25,000 | ) | (12,286 | ) | ||||
| Net cash provided by financing activities | 262,589 | 381,437 | ||||||
| Net change in cash | (61,343 | ) | 187,215 | |||||
| Cash and cash equivalents at beginning of period | 115,196 | 67,613 | ||||||
| Cash and cash equivalents at end of period | $ | 53,853 | $ | 254,828 | ||||
| Supplemental Cash Flow Information | ||||||||
| Cash paid for interest | $ | 43,339 | $ | 147 | ||||
| Cash paid for income taxes | $ | — | $ | — | ||||
| Non-cash investing and financing activities: | ||||||||
| Preferred series C stock deemed dividend | $ | — | $ | 270,000 | ||||
| Original debt discount against convertible notes | $ | — | $ | 41,888 | ||||
| Original debt discount against notes payable | $ | — | $ | 25,068 | ||||
| Common stock issued in conversion of convertible notes payable | $ | 25,000 | $ | 396,710 | ||||
| Common stock issued in settlement of debt | $ | — | $ | 8,225 | ||||
| Property and equipment transferred to inventory | $ | — | $ | 26,669 | ||||
| Common stock issued for prepaid expenses | $ | 62,750 | $ | — | ||||
| Preferred series C converted to common stock | $ | 40,000 | $ | — | ||||
| Common stock issued in settlement of notes payable to related parties | $ | 653,309 | $ | — | ||||
| Common stock issued in conversion of preferred series C stock | $ | 77,998 | $ | — | ||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
PCT LTD
Notes to the Unaudited
Condensed Consolidated Financial Statements
March 31,June 30, 2021
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The unaudited interim condensed consolidated financial statements of PCT LTD (the “Company”"Company") have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of our balance sheet,sheets, statements of operations, stockholders’stockholders' equity (deficit), and cash flows for the periods presented. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for a full year.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’sCompany's December 31, 2020 audited financial statements as reported in its Form 10-K,10-K/A, filed on April 13,September 10, 2021.
COVID-19
In December 2019 COVID-19 emerged in Wuhan, China. While initially the outbreak was largely concentrated in China and caused significant disruptions to its economy, it has now spread to almost all other countries, including the United States, and infections have been reported globally. Because COVID-19 infections have been reported throughout the United States, certain federal, state and local governmental authorities have issued stay-at-home orders, proclamations and/or directives aimed at minimizing the spread of COVID-19. Additional, more restrictive proclamations and/or directives may be issued in the future.
The ultimate impact of the COVID-19 pandemic on the Company’sCompany's operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak. Any resulting financial impact cannot be reasonably estimated at this time but may have a material impact on our business, financial condition and results of operations. The significance of the impact of the COVID-19 outbreak on the Company’sCompany's businesses and the duration for which it may have an impact cannot be determined at this time. At a minimum, the COVID-19 pandemic caused the Company to restrict travel of its personnel and to initiate distributor installations of certain of the Company’sCompany's equipment, as possible. The Company adapted to the immediate need for its US EPA registered disinfectant at the end of March and beginning of April, 2020, butby installing greater storage reserves and by assembling more of itits higher-volume equipment to produce the hospital grade disinfectant known as Hydrolyte®. There were hard costs associatesassociated with these adaptations to the Little River, SC facility, but the Company continues to benefit from its fluid production capacities over the longer term. As the Federal, state and other restrictions associated with the pandemic have lessened, the Company is able to act more effectively in obtaining new contracts for its healthcare equipment, the Annihilyzer®. and other equipment.
Nature of Operations
PCT LTD (formerly Bingham Canyon Corporation, (the “Company,” “PCT"Company," "PCT Ltd,”" or “Bingham”"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.
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’sParadigm'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’sCompany's direction and to develop the complimentary relationship and association with its wholly-owned operating company, Paradigm Convergence Technologies Corporation (“Paradigm”("Paradigm" or “PCT"PCT Corp.”").
| 7 |
Significant Accounting Policies
There have been no changes to the significant accounting policies of the Company from the information provided in Note 1 of the Notes to the Consolidated Financial Statements in the Company's most recent Form 10-K.
Fair Value Measurements
The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is used to measure fair value:
| • | Level 1 - Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities. |
| • | Level 2 - Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. |
| • | Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. |
The carrying values of our financial instruments, including, cash and cash equivalents, accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short maturities of these financial instruments.
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 June 30, 2021, consisted of the following:
| Total fair value at June 30, 2021 $ | Quoted prices in active markets (Level 1) $ | Significant other observable inputs (Level 2) $ | Significant unobservable inputs (Level 3) $ | |||||||||||||
| Description: | ||||||||||||||||
| Derivative liability (1) | 2,454,631 | - | - | 2,454,631 | ||||||||||||
| Total | 2,454,631 | - | - | 2,454,631 | ||||||||||||
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) | 7,102,801 | - | - | 7,102,801 | ||||||||||||
| Total | 7,102,801 | - | - | 7,102,801 | ||||||||||||
(1) The Company has estimated the fair value of these liabilities using the Binomial Model.
| 8 |
| Three months ended June 30, 2021 $ | Three months ended June 30, 2020 $ | Six months ended June 30, 2021 $ | Six months ended June 30, 2020 $ | |||||||||||||
| Numerator: | ||||||||||||||||
| Net income (loss) | 4,071,787 | 7,019,083 | 3,353,759 | (3,532,565 | ) | |||||||||||
| (Gain) loss on change in fair value of derivative liability | (1,615,133 | ) | 4,463,852 | (1,376,157 | ) | - | ||||||||||
| Gain on settlement of debt | (2,932,588 | ) | (13,794,438 | ) | (3,248,989 | ) | - | |||||||||
| Amortization of debt discount | - | 176,381 | - | - | ||||||||||||
| Interest expense | 8,358 | 52,146 | 21,866 | - | ||||||||||||
| Adjusted net income (loss) | (467,576 | ) | (2,082,976 | ) | (1,249,581 | ) | (3,532,565 | ) | ||||||||
| Denominator: Weighted average shares outstanding used in computing net income (loss) per share | ||||||||||||||||
| Basic | 761,250,542 | 569,964,666 | 756,501,281 | 557,809,456 | ||||||||||||
| Effect of dilutive warrants | 162,292,350 | 81,681,300 | 105,465,610 | - | ||||||||||||
| Effect of convertible note weighted shares | 58,654,505 | 122,817,458 | 158,459,863 | - | ||||||||||||
| Diluted | 982,197,398 | 774,463,424 | 1,020,426,754 | 557,809,456 | ||||||||||||
| Net income (loss) per share applicable to common shareholders: | ||||||||||||||||
| Basic | 0.01 | 0.01 | 0.00 | (0.01 | ) | |||||||||||
| Diluted | (0.00 | ) | (0.00 | ) | (0.00 | ) | (0.01 | ) | ||||||||
Recent Accounting Pronouncements
ASU 2019-12 amends the requirements related to the accounting for “hybrid”"hybrid" tax regimes. Such regimes are tax jurisdictions that impose the greater of two taxes —- one based on income, or one based on items other than income. Although ASC 740 does not apply to taxes based on items other than income, ASC 740-10-15-4(a) originally specified that if there is a tax based on income that is greater than a franchise tax based on capital, only that excess is subject to the guidance in ASC 740. In feedback to the FASB, stakeholders indicated that the guidance on hybrid tax regimes increased the cost and complexity of applying ASC 740, particularly when the tax amount deemed to be a non-income tax was insignificant. Further, such guidance made it more difficult for entities to determine the appropriate tax rate to use when recording deferred taxes.
Accordingly, the FASB amended ASC 740-10-15-4(a) to state that an entity should include the amount of tax based on income in the tax provision and should record any incremental amount recorded as a tax not based on income. This amendment effectively reverses the order in which an entity determines the type of tax under current U.S. GAAP. In addition, the ASU amends the illustrative examples referred to and included in ASC 740-10-55-26 and ASC 740-10-55-139 through 55-144. The FASB notes that such amendments are consistent with the accounting for other incremental taxes, such as the base erosion anti-abuse tax. Moreover, in paragraph BC12 of the ASU, the FASB concluded that subjecting these taxes to the disclosure requirements in ASC 740 will result in greater transparency of franchise tax amounts.
| 9 |
In August 2020, the FASB issued ASU 2020-06, “Debt –"Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging –- Contracts in Entity’sEntity's Own Equity (Subtopic 815 –815- 40)” (“" ("ASU 2020-06”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’sentity's own equity. The ASU is part of the FASB’sFASB's simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU’sASU'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 condensed financial statements have been prepared assuming that the Company will continue as a going concern. The Company has limited assets, has an accumulated deficit of $36,024,876$27,233,853 and has negative cash flows from operations. As of March 31,June 30, 2021, the Company had a working capital deficit of $14,804,305.$5,690,484. The Company has relied on raising debt and equity capital in order to fund its ongoing day-to-day operations and its corporate overhead. The Company will require additional working capital from either cash flow from operations, from debt or equity financing, or from a combination of these sources. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3. PROPERTY AND EQUIPMENT
Property and equipment at March 31,June 30, 2021 and December 31, 2020 consisted of the following:
| March 31, 2021 | December 31, 2020 | June 30, 2021 | December 31, 2020 | |||||||||||||
| Leasehold improvements | 18,840 | 18,840 | $ | 18,840 | $ | 18,840 | ||||||||||
| Machinery and leased equipment | $ | 365,483 | $ | 365,483 | 365,483 | 365,483 | ||||||||||
| Machinery and equipment not yet in service | 32,580 | 32,580 | 32,580 | 32,580 | ||||||||||||
| Office equipment and furniture | 39,356 | 39,357 | 40,332 | 39,357 | ||||||||||||
| Website | 2,760 | 2,760 | 2,760 | 2,760 | ||||||||||||
| Total property and equipment | $ | 459,020 | $ | 459,020 | $ | 459,995 | $ | 459,020 | ||||||||
| Less: Accumulated Depreciation | (112,304 | ) | (100,301 | ) | (144,785 | ) | (100,301 | ) | ||||||||
| Property and equipment, net | 346,716 | 358,719 | $ | 315,210 | $ | 358,719 | ||||||||||
Depreciation expense was $12,000$44,484 and $6,153$12,207 for the three-monthssix months ended March 31,June 30, 2021 and 2020, respectively.
NOTE 4. INTANGIBLE ASSETS
Intangible assets at March 31,June 30, 2021 and December 31, 2020 consisted of the following:
| March 31, 2021 | December 31, 2020 | June 30, 2021 | December 31, 2020 | |||||||||||||
| Patents | $ | 4,505,489 | $ | 4,505,489 | $ | 4,505,489 | $ | 4,505,489 | ||||||||
| Technology rights | 200,000 | 200,000 | 200,000 | 200,000 | ||||||||||||
| Intangible, at cost | 4,705,489 | 4,705,489 | ||||||||||||||
| Intangibles, at cost | 4,705,489 | 4,705,489 | ||||||||||||||
| Less: Accumulated amortization | (1,381,587 | ) | (1,305,465 | ) | (1,457,709 | ) | (1,305,465 | ) | ||||||||
| Net Carrying Amount | $ | 3,323,902 | $ | 3,400,024 | $ | 3,247,780 | $ | 3,400,024 | ||||||||
Amortization expense was $76,122$152,244 and $76,868$152,162 for the three-monthssix months ended March 31,June 30, 2021 and 2020, respectively.
Estimated Future Amortization Expense:Expense:
| $ | ||||||
| For year ending December 31, 2021 - remaining | ||||||
| For year ending December 31, 2022 | 304,488 | |||||
| For year ending December 31, 2023 | 304,488 | |||||
| For year ending December 31, 2024 | 304,488 | |||||
| For year ending December 31, 2025 | 304,488 | |||||
| Thereafter | 1,877,584 | |||||
| Total | ||||||
| 10 |
NOTE 5. LEASES
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$7,500 per month. 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 for an additional four years (with a 2% increase annually). The Company renewed the lease for another year, effective July 1, 2021, at $7,650/$7,650/month.
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$4,500 per month. The Company recognized operating lease expense of $13,500$27,000 during the period ended March 31,June 30, 2021.
At March 31, 2021, the weighted average remaining operating lease term was 2.58 years and the weighted average discount rate associated with operating leases was 18.5%.
On March 15, 2021, the Company entered into a building lease with a two-year term and an effective date of April 1, 2021. The lease requires the Company to make payments of $2,750$2,750 per month.
At June 30, 2021, the weighted average remaining operating lease term was 2.13 years and the weighted average discount rate associated with operating leases was 20.7%.
The Componentscomponents of lease expenses for the six month period ended June 30, 2021 and 2020 were as follows:
| 2021 $ | 2020 $ | |||||||
| Total operating lease cost | 13,500 | — | ||||||
| 2021 $ | 2020 $ | |||||||
| Total operating lease cost | 38,000 | - | ||||||
The following table provides supplemental cashflow and other information related to leases for the six month period ended March 31,June 30, 2021 and 2020:
| 2021 $ | 2020 $ | |||||||
| Lease payments | 38,750 | 17,940 | ||||||
| 2021 $ | 2020 $ | |||||||
| Lease payments | 83,000 | 17,940 | ||||||
Supplemental balance sheet information related to leases as of March 31,June 30, 2021 and 2020 are as below:
| 2021 $ | 2020 $ | |||||||||||||||
| 2021 $ | 2020 $ | |||||||||||||||
| Cost | 123,614 | — | 176,213 | - | ||||||||||||
| Accumulated amortization | (13,378 | ) | — | (29,902 | ) | - | ||||||||||
| Net carrying value | 110,236 | — | 146,311 | - | ||||||||||||
Future minimum lease payments related to lease obligations are as follows as of March 31,June 30, 2021:
| $ | $ | |||||||
| 2021 | 40,500 | 43,500 | ||||||
| 2022 | 54,000 | 87,000 | ||||||
| 2023 | 45,000 | 50,500 | ||||||
| Total minimum lease payments | 139,500 | 181,000 | ||||||
| Less: amount of lease payments representing effects of discounting | (25,394 | ) | (34,689 | ) | ||||
| Present value of future minimum lease payments | 114,106 | 146,311 | ||||||
| Less: current obligations under leases | (36,607 | ) | (62,861 | ) | ||||
| Lease liabilities, net of current portion | 77,499 | 83,450 | ||||||
| 11 |
NOTE 6. Notes Payable
The following table summarizes tables summarize notes payable as of March 31,June 30, 2021 and December 31, 2020:
| Type | Original Amount | Origination Date | Maturity Date | Effective Annual Interest Rate | Balance at March 31, 2021 | Balance at December 31, 2020 | Original Amount | Origination Date | Maturity Date | Effective Annual Interest Rate | Balance at June 30, 2021 | Balance at December 31, 2020 | ||||||||||||||||||||||||||||
| Note Payable ** | $ | 25,000 | 05/08/2017 | 06/30/2018 | 0 | % | $ | 27,500 | $ | 27,500 | $ | 25,000 | 05/08/2017 | 06/30/2018 | 0 | % | $ | 27,500 | $ | 27,500 | ||||||||||||||||||||
| Note Payable ** | $ | 8,700 | 11/15/2018 | 06/30/2019 | 10 | % | $ | 8,700 | $ | 8,700 | $ | 8,700 | 11/15/2018 | 06/30/2019 | 10 | % | $ | 8,700 | $ | 8,700 | ||||||||||||||||||||
| Note Payable | $ | 118,644 | 05/05/2020 | 05/05/2021 | 8 | % | $ | 110,644 | $ | 110,644 | ||||||||||||||||||||||||||||||
| Note Payable ** | $ | 118,644 | 05/05/2020 | 05/05/2021 | 8 | % | $ | 110,644 | $ | 110,644 | ||||||||||||||||||||||||||||||
| Note Payable (a) | $ | 199,500 | 10/01/2020 | 09/28/2021 | 66 | % | $ | 95,805 | $ | 149,573 | $ | 199,500 | 10/01/2020 | 09/28/2021 | 66 | % | $ | 45,879 | $ | 149,573 | ||||||||||||||||||||
| Note Payable (b) | $ | 126,000 | 11/03/2020 | 04/23/2021 | 168 | % | $ | 21,000 | $ | 85,050 | $ | 126,000 | 11/03/2020 | 04/23/2021 | 166 | % | $ | - | $ | 85,050 | ||||||||||||||||||||
| Note Payable (c) | $ | 113,980 | 11/04/2020 | 03/15/2021 | 210 | % | $ | — | $ | 65,988 | $ | 113,980 | 11/04/2020 | 03/15/2021 | 210 | % | $ | - | $ | 65,988 | ||||||||||||||||||||
| Note Payable (d) | $ | 177,800 | 01/02/2021 | 07/12/2021 | 116 | % | $ | 115,957 | $ | — | $ | 177,800 | 01/02/2021 | 07/12/2021 | 116 | % | $ | - | $ | - | ||||||||||||||||||||
| Note Payable (e) | $ | 111,920 | 03/03/2021 | 05/21/2021 | 220 | % | $ | 90,935 | $ | — | ||||||||||||||||||||||||||||||
| Subtotal | $ | 470,542 | $ | 447,455 | ||||||||||||||||||||||||||||||||||||
| Note Payable (e)** | $ | 111,920 | 03/09/2021 | 05/21/2021 | 220 | % | $ | 1,399 | $ | - | ||||||||||||||||||||||||||||||
| Note Payable (f) | $ | 29,686 | 03/09/2021 | Demand | 34 | % | $ | - | $ | - | ||||||||||||||||||||||||||||||
| Note Payable (g) | $ | 222,400 | 06/01/2021 | Demand | 181 | % | $ | 188,185 | $ | - | ||||||||||||||||||||||||||||||
| Note Payable (h) | $ | 87,000 | 06/29/2021 | Demand | 211 | % | $ | 87,000 | $ | - | ||||||||||||||||||||||||||||||
| Sub-total | $ | 469,307 | $ | 447,455 | ||||||||||||||||||||||||||||||||||||
| Debt discount | $ | (57,412 | ) | $ | (63,075 | ) | $ | (84,999 | ) | $ | (63,075 | ) | ||||||||||||||||||||||||||||
| Balance, net | $ | 413,130 | $ | 384,380 | $ | 384,308 | $ | 384,380 | ||||||||||||||||||||||||||||||||
| Less current portion | $ | (413,130 | ) | $ | (384,380 | ) | $ | (384,308 | ) | $ | (384,380 | ) | ||||||||||||||||||||||||||||
| Total long-term | $ | — | $ | — | $ | - | $ | - | ||||||||||||||||||||||||||||||||
| �� | ||||||||||||||||||||||||||||||||||||||||
| ** Currently in default | ** Currently in default | |||||||||||||||||||||||||||||||||||||||
| a) | On October 1, 2020, the Company sold future receivables with a non-related party for |
| b) | On November 3, 2020, the Company sold future receivables with a non-related party for |
| c) | On November 4, 2020, the Company sold future receivables with a non-related party for |
| d) | On |
| e) | On March 9, 2021, the Company sold future receivables with a non-related party for |
| f) | On March 9, 2021, the Company sold future receivables with a non-related party for |
| g) | On June 1, 2021, the Company sold future receivables with a non-related party for $, of which $ was attributable to loan fees and $ to original issue discount resulting in cash proceeds to the Company of $152,000. The advance is to be repaid through weekly payments of $. 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 six months ended June 30, 2021, $19,146 of the discount was amortized to expense, and $34,215 was repaid leaving a net note balance of |
| h) | On June 29, 2021, the Company sold future receivables with a non-related party for $, of which $ was loan fees and original issue discount resulting in cash proceeds to the Company of $60,000. During the six months ended June 30, 2021, $0 of the discount was amortized to expense, leaving a net note balance of $60,000 (discount balance of $27,000). |
| 12 |
The following table summarizes notes payable, related partiesas of March 31,June 30, 2021 and December 31, 2020:
| Type | Original Amount | Origination Date | Maturity Date | Annual Interest Rate | Balance at March 31, 2021 | Balance at December 31, 2020 | Original Amount | Origination Date | Maturity Date | Annual Interest Rate | Balance at June 30, 2021 | Balance at December 31, 2020 | ||||||||||||||||||||||||||||
| Note Payable, RP ** | $ | 30,000 | 04/10/2018 | 01/15/2019 | 3 | % | $ | 5,000 | $ | 30,000 | $ | 30,000 | 04/10/2018 | 01/15/2019 | 3 | % | $ | - | $ | 30,000 | ||||||||||||||||||||
| Note Payable, RP ** | $ | 380,000 | 06/20/2018 | 01/02/2020 | 8 | % | $ | — | $ | 380,000 | $ | 380,000 | 06/20/2018 | 01/02/2020 | 8 | % | $ | - | $ | 380,000 | ||||||||||||||||||||
| Note Payable, RP ** | $ | 350,000 | 06/20/2018 | 01/02/2020 | 5 | % | $ | — | $ | 285,214 | $ | 350,000 | 06/20/2018 | 01/02/2020 | 5 | % | $ | - | $ | 285,214 | ||||||||||||||||||||
| Note Payable, RP ** | $ | 17,000 | 06/20/2018 | 01/02/2020 | 5 | % | $ | 17,000 | $ | 17,000 | $ | 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 | $ | 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 | $ | 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 | $ | 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 | $ | 15,000 | 08/16/2019 | 02/16/2020 | 8 | % | $ | 15,000 | $ | 15,000 | ||||||||||||||||||||
| Note Payable, RP | $ | 2,000 | 02/11/2020 | Demand | 0 | % | $ | 2,000 | $ | 2,000 | $ | 2,000 | 02/11/2020 | Demand | 0 | % | $ | 2,000 | $ | 2,000 | ||||||||||||||||||||
| Note Payable, RP | $ | 84,034 | 02/16/2021 | Demand | 5 | % | $ | 84,034 | $ | — | $ | 84,034 | 02/16/2021 | Demand | 5 | % | $ | 84,034 | $ | - | ||||||||||||||||||||
| Subtotal | $ | 183,034 | $ | 789,214 | $ | 178,034 | $ | 789,214 | ||||||||||||||||||||||||||||||||
| Debt discount | $ | — | $ | — | $ | - | $ | - | ||||||||||||||||||||||||||||||||
| Balance, net | $ | 183,034 | $ | 789,214 | $ | 178,034 | $ | 789,214 | ||||||||||||||||||||||||||||||||
| Less current portion | $ | (183,034 | ) | $ | (789,214 | ) | $ | (178,034 | ) | $ | (789,214 | ) | ||||||||||||||||||||||||||||
| Total long-term | $ | — | $ | — | $ | - | $ | - | ||||||||||||||||||||||||||||||||
| ** Currently in default | ** Currently in default | |||||||||||||||||||||||||||||||||||||||
| On February 16, 2021, the Company issued shares of common stock to settle a June 20, 2018 note payable of |
| On February 16, 2021, the Company issued shares of common stock to settle |
| 13 |
The following table summarizes convertible notes payable as of March 31,June 30, 2021 and December 31, 2020:
| Type | Original Amount | Origination Date | Maturity Date | Annual Interest Rate | Balance at March 31, 2021 | Balance at December 31, 2020 | Original Amount | Origination Date | Maturity Date | Annual Interest Rate | Balance at June 30, 2021 | Balance at December 31, 2020 | ||||||||||||||||||||||||||||
| Convertible Note Payable * ** | $ | 65,000 | 12/06/2018 | 12/06/2019 | 12 | % | $ | 46 | $ | 46 | ||||||||||||||||||||||||||||||
| Convertible Note Payable * **(i) | $ | 75,000 | 03/18/2019 | 12/13/2019 | 24 | % | $ | 107,795 | $ | 177,795 | ||||||||||||||||||||||||||||||
| Convertible Note Payable * ** (j) | $ | 30,000 | 03/06/2020 | 03/05/2021 | 12 | % | $ | 36,834 | $ | 21,662 | ||||||||||||||||||||||||||||||
| Convertible Note Payable (k) * ** | $ | 150,000 | 04/10/2020 | 04/09/2021 | 12 | % | $ | 90,000 | $ | 165,000 | ||||||||||||||||||||||||||||||
| Convertible Note Payable ** (l) | $ | 300,000 | 08/27/2020 | 07/31/2021 | 12 | % | $ | 280,000 | $ | 300,000 | ||||||||||||||||||||||||||||||
| Convertible Note Payable* ** | $ | 65,000 | 12/06/2018 | 12/06/2019 | 12 | % | $ | 46 | $ | 46 | ||||||||||||||||||||||||||||||
| Convertible Note Payable (k)** | $ | 75,000 | 03/18/2019 | 12/13/2019 | 24 | % | $ | 88,795 | $ | 177,795 | ||||||||||||||||||||||||||||||
| Convertible Note Payable (l) | $ | 30,000 | 03/06/2020 | 03/05/2021 | 12 | % | $ | - | $ | 21,662 | ||||||||||||||||||||||||||||||
| Convertible Note Payable (m)* ** | Convertible Note Payable (m)* ** | $ | 150,000 | 04/10/2020 | 04/09/2021 | 12 | % | $ | 40,000 | $ | 165,000 | |||||||||||||||||||||||||||||
| Convertible Note Payable (n) | $ | 300,000 | 08/27/2020 | 07/31/2021 | 12 | % | $ | 280,000 | $ | 300,000 | ||||||||||||||||||||||||||||||
| Convertible Note Payable | $ | 53,500 | 09/22/2020 | 03/21/2022 | 12 | % | $ | — | $ | 53,500 | $ | 53,500 | 09/22/2020 | 03/21/2022 | 12 | % | $ | - | $ | 53,500 | ||||||||||||||||||||
| Convertible Note Payable | $ | 87,500 | 09/24/2020 | Demand | 8 | % | $ | 15,000 | $ | 40,000 | $ | 87,500 | 09/24/2020 | Demand | 8 | % | $ | 15,000 | $ | 40,000 | ||||||||||||||||||||
| Convertible Note Payable | $ | 200,000 | 10/07/2020 | 10/06/2021 | 5 | % | $ | 200,000 | $ | 200,000 | $ | 200,000 | 10/07/2020 | 10/06/2021 | 5 | % | $ | 200,000 | $ | 200,000 | ||||||||||||||||||||
| Convertible Note Payable | $ | 200,000 | 10/16/2020 | 10/15/2021 | 5 | % | $ | 200,000 | $ | 200,000 | $ | 200,000 | 10/16/2020 | 10/15/2021 | 5 | % | $ | 200,000 | $ | 200,000 | ||||||||||||||||||||
| Convertible Note Payable | $ | 300,000 | 11/11/2020 | 11/10/2021 | 5 | % | $ | 300,000 | $ | 300,000 | $ | 300,000 | 11/11/2020 | 11/10/2021 | 5 | % | $ | 300,000 | $ | 300,000 | ||||||||||||||||||||
| Convertible Note Payable | $ | 150,000 | 12/29/2020 | 12/28/2021 | 5 | % | $ | 150,000 | $ | 150,000 | $ | 150,000 | 12/29/2020 | 12/28/2021 | 5 | % | $ | 150,000 | $ | 150,000 | ||||||||||||||||||||
| Convertible Note Payable | $ | 150,000 | 01/27/2021 | 01/27/2022 | 5 | % | $ | 150,000 | $ | — | $ | 150,000 | 01/27/2021 | 01/27/2022 | 5 | % | $ | 150,000 | $ | - | ||||||||||||||||||||
| Convertible Note Payable | $ | 128,000 | 02/22/2021 | 02/22/2022 | 12 | % | $ | 128,000 | $ | — | $ | 128,000 | 02/22/2021 | 02/22/2022 | 12 | % | $ | 128,000 | $ | - | ||||||||||||||||||||
| Convertible Note Payable | $ | 200,000 | 03/18/2021 | 03/18/2022 | 5 | % | $ | 200,000 | $ | — | $ | 200,000 | 03/18/2021 | 03/18/2022 | 5 | % | $ | 200,000 | $ | - | ||||||||||||||||||||
| Convertible Note Payable | $ | 83,000 | 03/26/2021 | 03/26/2022 | 12 | % | $ | 83,000 | $ | — | $ | 83,000 | 03/26/2021 | 03/26/2022 | 12 | % | $ | 83,000 | $ | - | ||||||||||||||||||||
| Convertible Note Payable (y) | $ | 43,000 | 04/05/2021 | 04/05/2022 | 12 | % | $ | 43,000 | $ | - | ||||||||||||||||||||||||||||||
| Convertible Note Payable (z) | $ | 200,000 | 04/14/2021 | 04/14/2022 | 5 | % | $ | 200,000 | $ | - | ||||||||||||||||||||||||||||||
| Convertible Note Payable (aa) | $ | 128,000 | 05/03/2021 | 05/03/2022 | 12 | % | $ | 128,000 | $ | - | ||||||||||||||||||||||||||||||
| Subtotal | $ | 1,940,675 | $ | 1,608,003 | $ | 2,205,841 | $ | 1,608,003 | ||||||||||||||||||||||||||||||||
| Debt discount | $ | (5,658 | ) | $ | — | $ | (9,042 | ) | $ | - | ||||||||||||||||||||||||||||||
| Balance, net | $ | 1,935,017 | $ | 1,608,003 | $ | 2,196,799 | $ | 1,608,003 | ||||||||||||||||||||||||||||||||
| Less current portion | $ | (1,935,017 | ) | $ | (1,554,503 | ) | $ | (2,196,799 | ) | $ | (1,554,503 | ) | ||||||||||||||||||||||||||||
| Total long-term | $ | — | $ | 53,500 | ||||||||||||||||||||||||||||||||||||
| * Embedded conversion feature accounted for as a derivative liability at period end ** Currently in default | * Embedded conversion feature accounted for as a derivative liability at period end ** Currently in default | |||||||||||||||||||||||||||||||||||||||
| During the |
| On May 7, 2021, the Company deemed in the best interest to settle the convertible debt with a non-related party and allow for the cashless exercise to purchase shares of the Company's common stock at the rate of $ per share. In addition, the non-related party shall release shares to the agreed upon payment terms of $ cash. During the |
On April 10, 2020, the Company entered into a convertible promissory note with a non-related party for
The embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15. The initial fair value of the conversion feature was |
| During the |
| o) | On September 22, 2020, the Company entered into a convertible promissory note with a non-related party for |
| During the |
| On October 7, 2020, the Company entered into a convertible promissory note with a non-related party for |
| On October 16, 2020, the Company entered into a convertible promissory note with a non-related party for |
| On November 11, 2020, the Company entered into a convertible promissory note with a non-related party for |
| On December 29, 2020, the Company entered into a convertible promissory note with a non-related party for |
| On January 27, 2021, the Company entered into a convertible promissory note with a non-related party for |
| On February |
| w) | On March 18, 2021, the Company entered into a convertible promissory note with a non-related party for |
| On March 26, 2021, the Company entered into a convertible promissory note with a non-related party for |
| y) | On April 5, 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. As the stock price at the issuance date was lesser than the effective conversion price, it was determined that no beneficial conversion feature exists. As the note is not convertible until 180 days following issuance, no derivative liability was recognized as of June 30, 2021. |
| z) | On April 14, 2021, the Company entered into a convertible promissory note with a non-related party for $200,000. The note is due on April 14, 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 after 180 days of the date of issuance into shares of Company's common stock at a conversion price of $0.10. As the stock price at the issuance date was lesser than the effective conversion price, it was determined that no beneficial conversion feature exists. As the note is not convertible until 180 days following issuance, no derivative liability was recognized as of June 30, 2021. |
| aa) | On May 3, 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 May 3, 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 stock price at the issuance date was lesser than the effective conversion price, it was determined that no beneficial conversion feature exists. As the note is not convertible until 180 days following issuance, no derivative liability was recognized as of June 30, 2021. |
NOTE 7 –7. DERIVATIVE LIABILITIES
The embedded conversion option of (1) the convertible debenturesnotes payable described in Note 66; and (2) warrants, containingwarrants; contain conversion features that qualify for embedded derivative classification. 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’sCompany'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’sCompany's Level 3 financial liabilities.liabilities.
March 31, 2021 | December 31, 2020 | June 30, 2021 | December 31, 2020 | |||||||||||||
| Balance at the beginning of period | $ | 11,429,043 | $ | 10,517,873 | $ | 7,102,801 | $ | 10,517,873 | ||||||||
| Original discount limited to proceeds of convertible notes | — | 166,000 | ||||||||||||||
| Fair value of derivative liabilities in excess of notes proceeds received | — | 1,128,966 | ||||||||||||||
| Original discount limited to proceeds of notes | - | 166,000 | ||||||||||||||
| Settlement of derivative instruments | (316,401 | ) | (4,876,287 | ) | (3,356,009 | ) | (16,824,669 | ) | ||||||||
| Change in fair value of embedded conversion option | 650,913 | 4,492,491 | (1,292,161 | ) | 13,243,597 | |||||||||||
| Balance at the end of the period | $ | 11,763,555 | $ | 11,429,043 | $ | 2,454,631 | $ | 7,102,801 | ||||||||
The Company uses Level 3 inputs for its valuation methodology for the embedded conversion featuresoption 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:calculations:
| Expected Volatility | Risk-free Interest Rate | Expected Dividend Yield | Expected Life (in years) | |||||||||||||
| At June 30, 2021 | -% | -% | % | |||||||||||||
The Company uses Level 3 inputs for its valuation methodology for the preferred series A stock liability as their fair values were determined by using the Binomial Model based on various assumptions.
NOTE 8 - STOCKHOLDERS’8. STOCKHOLDERS' DEFICIT
Preferred Stock
Effective March 23, 2018, the Company amended the articles of incorporation and authorized 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 shares of preferred stock with a par value of $0.001$ per share, of which 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’sCompany's Board of Directors authorized an offering for 1,000,000 Preferred Series “A”"A" stock at $0.10$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$60,000 of subscriptions for the issuance of shares of Preferred Series “A”"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”"A" stock has been duly validly authorized. Resulting in a preferred stock liability related to the Company’sCompany's commitment to issue shares of Series A stock upon the designation.
| 17 |
On April 12, 2019, the Company filed a Certificate of Designation with the Nevada Secretary of State designating 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”"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”"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"Original Series A Issue Price”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”"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’sCompany'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’sCompany'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. |
| B. | 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: |
| 18 |
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’sCompany'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”"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”"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 March 31,June 30, 2021, and December 31, 2020, there were 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 shares of its authorized preferred stock as Series B –Preferred-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’sCorporation'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 |
Dividends
None.
Preference of Liquidation
None.
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(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$158,247 as temporary equity or “mezzanine”"mezzanine".
As of March 31,June 30, 2021, and December 31, 2020, there were shares of Series B Preferred Stock issued and outstanding, respectively.
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 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’sCompany's Common Stock at a price per share of $0.01 (1 Share converts into 100 shares of Common Stock) (the “Conversion Price”"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 |
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”"mezzanine".
At December 31, 2020, there were Series C Preferred Shares issued and outstanding, valued at $1$ per share or $40,000.$40,000.
On February 15, 2021, 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 shares of common stock. At March 31,June 30, 2021, no Series C Preferred Shares were outstandingoutstanding.
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 to 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 to shares. The number of shares outstanding of the registrant’sregistrant's common stock as of March 31,June 30, 2021 and December 31, 2020 was 758,454,354 and , respectively.
On January 4, 2021, the Company issued common shares to settle a convertible note described in Note 6(o)6(p), with a remaining balance of $40,000.$.
On February 15, 2021, 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 shares of common stock.
On February 16, 2021, the Company issued shares of common stock to settle $247,270$247,270 from a $275,000$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.
On February 16, 2021, the Company issued shares of common stock to settle a June 20, 2018 note payable of $380,000$380,000 and accrued interest of $26,153$26,153 owed to the current COO and Director of the Company.
On March 1, 2021, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide advisory services through May 31, 2021 in consideration of shares of common stock. The fair value of the common stock was $62,750, of$62,750 which $20,917 washas been recognized in consulting expenses forexpense during the periodsix months ended March 31, 2021 and $41,833 was recorded as prepaid expenses.June 30, 2021.
On May 7, 2021, the Company issued common shares pursuant to a cashless exercise of warrants as described in Note 6(l).
On May 27, 2021, the Company issued common shares pursuant to an employment agreement dated May 5, 2021 with an officer of the Company. The fair value of the common stock was $18,990.
On June 2, 2021, the Company issued common shares for cash proceeds of $75,000.
On June 30, 2021, the Company issued common shares for cash proceeds of $100,000.
NOTE 9. STOCK OPTIONS
| Number of options | Weighted average exercise price $ | |||||||||
| Balance, December 31, 2020 | 200,000 | 2.00 | ||||||||
| Granted | — | — | ||||||||
| Expired | — | — | ||||||||
| Settled | — | — | ||||||||
| Balance, March 31, 2021 | 200,000 | 2.00 | ||||||||
| Number of options | Weighted average exercise price $ | |||||||||
| Balance, December 31, 2020 | 200,000 | 2.00 | ||||||||
| Granted | - | - | ||||||||
| Expired | - | - | ||||||||
| Settled | - | - | ||||||||
| Balance, June 30, 2021 | 200,000 | 2.00 | ||||||||
| Date | Date | Number | Number | Exercise | Weighted Average Remaining Contractual | Expiration | Proceeds to Company if | Date | Number | Number | Exercise | Weighted Average Remaining Contractual | Expiration | Proceeds to Company if | ||||||||||||||||||||||||||||||||||||||
| Issued | Issued | Outstanding | Exercisable | Price $ | Life (Years) | Date | Exercised | Issued | Outstanding | Exercisable | Price $ | Life (Years) | Date | Exercised | ||||||||||||||||||||||||||||||||||||||
| 01/26/2017 | 200,000 | 200,000 | 2.00 | 0.82 | 01/26/2022 | 400,000 | 01/26/2017 | 200,000 | 200,000 | 2.00 | 0.58 | 01/26/2022 | 400,000 | |||||||||||||||||||||||||||||||||||||||
| 200,000 | 200,000 | $ | 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 March 31,June 30, 2021 was $nil.$.
NOTE 9.10. WARRANTS
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 6.
The following table summarizes the continuity of share purchase warrants:warrants:
| Number of warrants | Weighted average exercise price $ | |||||||
| Balance, December 31, 2020 | 457,690,272 | 0.000179 | ||||||
| Adjustment to warrants outstanding | — | — | ||||||
| Granted | — | — | ||||||
| Settled | — | — | ||||||
| Balance, March 31, 2021 | 457,690,272 | 0.000179 | ||||||
| Number of warrants | Weighted average exercise price $ | |||||||||
| Balance, December 31, 2020 | 260,500,000 | 0.00283 | ||||||||
| Granted | - | - | ||||||||
| Exercised | (142,857,143 | ) | 0.00035 | |||||||
| Settled | - | - | ||||||||
| Balance, June 30, 2021 | 117,642,857 | 0.00584 | ||||||||
| Date | Date | Number | Number | Exercise | Weighted Average Remaining Contractual | Expiration | Proceeds to Company if | Date | Number | Number | Exercise | Weighted Average Remaining Contractual | Expiration | Proceeds to Company if | ||||||||||||||||||||||||||||||||||||||
| Issued | Issued | Outstanding | Exercisable | Price $ | Life (Years) | Date | Exercised | Issued | Outstanding | Exercisable | Price $ | Life (Years) | Date | Exercised | ||||||||||||||||||||||||||||||||||||||
| 11/28/2018 | 142,857,143 | * | 142,857,143 | * | 0.00035 | * | 0.66 | 11/28/2021 | $ | 50,000 | 12/3/2018 | 500,000 | 500,000 | 0.10 | 2.43 | 12/3/2023 | 50,000 | |||||||||||||||||||||||||||||||||||
| 12/3/2018 | 500,000 | 500,000 | 0.10 | 2.68 | 12/3/2023 | 50,000 | 03/13/2019 | 107,142,857 | 107,142,857 | 0.00035 | * | 2.70 | 03/13/2024 | 37,500 | ||||||||||||||||||||||||||||||||||||||
| 2/14/2019 | 152,899,585 | * | 152,899,585 | * | 0.00035 | * | 2.88 | 2/14/2024 | 50,267 | 8/26/2020 | 10,000,000 | 10,000,000 | 0.06 | * | 4.16 | 8/26/2025 | 600,000 | |||||||||||||||||||||||||||||||||||
| 3/13/2019 | 107,142,857 | * | 107,142,857 | * | 0.00035 | * | 2.95 | 3/13/2024 | 37,500 | 117,642,857 | 117,642,857 | $ | 687,500 | |||||||||||||||||||||||||||||||||||||||
| 9/11/2019 | 53,571,429 | * | 53,571,429 | * | 0.00056 | * | 3.45 | 9/11/2024 | 30,000 | |||||||||||||||||||||||||||||||||||||||||||
| 8/26/2020 | 10,000,000 | 10,000,000 | 0.06000 | 4.41 | 8/26/2025 | 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.
The intrinsic value of warrants outstanding at March 31,June 30, 2021 was $9,670,419.$.
NOTE 10.11. 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 1112 for more details.
NOTE 11.12. COMMITMENTS AND CONTINGENCIES
Consulting Agreements –-
On March 1, 2021, the Company entered into a consulting agreement. Pursuant to the agreement, the consultant will provide consulting services to the Company in various marketing and management matters for a period of three months. In consideration for the services performed by the consultant, the Company agreed to compensate the consultant $5,000$5,000 per month. Additionally, the Company agreed to sell to the consultant, and the consultant has the option to purchase from the Company, two and one-half million (2,500,000) shares of the Company’s Common Stock at the price of $0.0001. This option to purchase is valid for one year.
The Company also uses the professional services of securities attorneys, a US EPA specialist, professional accountants, and other public-company specialists.
Employment Agreements –-
No new agreements duringOn May 5, 2021, the period ending March 31, 2021.Company entered into an employment agreement with a recently appointed officer, for an initial term of three years. The terms of the contract call for an annual salary of $70,000 and the issuance of shares of common stock. The fair value of the common stock was $. On July 16, 2021, the officer resigned.
Other Obligations and Commitments –-
No new obligation or commitments during the period ending March 31,June 30, 2021.
NOTE 12.13. SUBSEQUENT EVENTS
On April 2, 2021 and April 16,July 6, 2021, the Company paid $35,000settled the outstanding principal and $19,000 respectively to a non-related party towards a $75,000 Convertible Note dated March 18, 2019.
On April 5, 2021, the Company entered intoaccrued interest on a convertible promissory note withpayable through a non-related party for $43,000. The Note is due on April 5, 2022 and bears interest on the unpaid principal balance at the ratecash payment of 12% 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 the conversion price equal to 61% multiplied by the Market Price.$55,270.
On April 14, 2021, the Company entered into a convertible promissory note with a non-related party for $200,000. The Note is due on April 14, 2022 and bears interest on the unpaid principal balance at the rate of 5% per annum. The Note may not be converted by the lender before 6 months of the issuance date into shares of Company’s common stock at a conversion price equal to $0.10.
On May 3, 2021, the Company entered into a convertible promissory note with a non-related party for $128,000. The Note is due on May 3, 2022 and bears interest on the unpaid principal balance at the rate of 12% 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 the conversion price equal to 61% multiplied by the Market Price.
On May 5, 2021, the Company entered into an employment agreement with a recently appointed officer, whereby it authorized the issuance of 1,000,000 shares of common stock to such officer (see 8-K issued May 21, 2021)
On May 6,July 30, 2021, the Company accepted the resignationresignations of Gregory W. Albers from the position of Secretary/Treasurer of PCT LTD. Mr. Albers will continueWilliam Prince (President) and Marion Sofield (Investor Relations). Two million shares were issued to serve as a member of the Board as a Director (see 8-KWilliam Prince and One Million shares issued May 21, 2021)to Marion Sofield.
On May 7, 2021, the Company deemed in the best interest to settle any and all of the Company’s prior convertible debt with Crown Bridge Partners and allow for the cashless exercise to purchase 1,921,875 shares of PCT LTD’s common stock (par value $0.001/share) at the rate of $0.032/share, thereby reducing PCT LTD’s prior debt to Crown Bridge Partners to $0.00. In addition, Crown Bridge Partners shall release 60,072,853 shares to the agreed upon payment terms of $36,994 cash.
On May 19, 2021, the company received acknowledgement from a non-related, convertible note holder, with which the Company had previously settled its debt, that 4,623,093 warrants were extinguished at the time of the settlement (May 8, 2020); thereby returning 4,623,093 warrants to the Company’s treasury.
On JuneAugust 2, 2021, the Company sold future receivablesappointed Arthur E. Abraham, as Director to a non-related party for $222,400,PCT LTD Board of which $8,000 was attributable to loan fees and $62,400 to original issue discount resulting in cash proceeds to the Company of $152,000. The advance is to be repaid through weekly payments of $8,554. In connection with the advance, the Company granted the lender a security interest in all past, present and future assets of the Company.Directors, replacing William Prince.
On June 2,August 12, 2021, the Company paid $25,000 tosettled the outstanding principal and accrued interest on a non-related party towardconvertible note payable through a $150,000 Convertible Note dated April 9, 2020.cash payment of $179,000.
On June 2,August 16, 2021, the Company entered intosettled the remaining outstanding principal on a subscriptionconvertible note payable of $88,795 and purchase agreementaccrued interest through a cash payment of $21,000. In conjunction with a non-related party consistingthe debt payment, 8,000,000 shares were issued on 9/1/21. As part of 3,750,000 restricted sharesthe settlement, the holders of common stock (aggregate) at a price per share of $0.02 for $75,000 cash.107,142,857 warrants have agreed to cancel said warrants once the Company is no longer delinquent with its filings with the SEC.
On June 4,September 16, 2021, the Company paid $43,600 to a non-related party to extinguish anysettled the outstanding principal and all debt owedaccrued interest on a February 1, 2021 future receivables transaction.convertible note payable through a cash payment of $122,694.
On July 1, 2021, the Company renewed its annual lease on the Little River, SC facility for $7,650 per month, which is renewable for an additional three years (with a 2% increase annually).
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements”"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”"forward-looking statements" for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect”"may," "could," "estimate," "intend," "continue," "believe," "expect" or “anticipate”"anticipate" or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures we make in this Quarterly Report on Form 10-Q, future Quarterly Reports on Form 10-Q, our Annual Report on Form 10-K 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; |
| • | our ability to generate sufficient revenue in our targeted markets to support operations; |
| • | significant dilution resulting from our financing activities; |
| • | actions and initiatives taken by both current and potential competitors; |
| • | supply chain disruptions for components used in our products; |
| • | manufacturers inability to deliver components or products on time; |
| • | our ability to diversify our operations; |
| • | the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain; |
| • | adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations; |
| • | changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; |
| • | deterioration in general or global economic, market and political conditions; |
| • | inability to efficiently manage our operations; |
| • | inability to achieve future operating results; |
| • | the unavailability of funds for capital expenditures; |
| • | our ability to recruit, hire and retain key employees; |
| • | the global impact of COVID-19 on the United States economy and out operations; |
| • | the inability of management to effectively implement our strategies and business plans; and |
| • | the other risks and uncertainties detailed in this report. |
In this form 10-Q references to “PCT LTD”"PCT LTD", “the Company”"the Company", “we,” “us,” “our”"we," "us," "our" and similar terms refer to PCT LTD and its wholly owned operating subsidiary, Paradigm Convergence Technologies Corporation (“Paradigm”("Paradigm").
COVID-19
The current and potential effects of coronavirus 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’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, since December 2019, a strain of novel coronavirus (causing “COVD-19”"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, 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 impacts 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 its impact.
ITEM 2. MANAGEMENT’SMANAGEMENT'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”"Exchange Agreement") with Paradigm Convergence Technologies Corporation, a Nevada corporation (“Paradigm”("Paradigm"). Pursuant to the terms of the Exchange Agreement, Paradigm became the wholly-ownedwholly owned subsidiary of PCT LTD after the exchange transaction. PCT LTD is a holding company, which through Paradigm is engaged in the business of marketing new products and technologies through licensing and joint ventures.
PCT LTD had not recorded revenues for the two fiscal years prior to its acquisition of Paradigm and was dependent upon financing to continue basic operations. Paradigm has recorded revenue since it initiated operations in 2012; however, those revenues have not been sufficient to finance operations. The Company recorded a net lossincome of $1,111,022$3,353,759 for the three-monthssix months ended March 31,June 30, 2021 and accumulated losses of $36,024,876$27,233,853 from inception through March 31,June 30, 2021.
PCT LTD remains dependent upon additional financing to continue operations. The Company intends to raise additional financing through private placements of its common stock and note payable issuances. We expect that we would issue such stock pursuant to exemptions to the registration requirements provided by federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs, as discussed below, and the available exemptions to the registration requirements of the Securities Act of 1933. We also note that if we issue more shares of our common stock, then our stockholders may experience dilution in the value per share of their common stock.
The expected costs for the next twelve months include:
| • | continuation of commercial launch of non-toxic sanitizing, disinfecting and sterilizing products and technologies with a strong emphasis on health care facilities, including hospitals, nursing homes, assisted living facilities, clinics and medical, dental and veterinarian offices; |
| • | continued research and development on product generation units including those designed for on-site deployment at customers' facilities; |
| • | accelerated research and development and initial commercialization on applications of the products in the agricultural sector, most specifically with respect to abatement of a specific crop disease crisis caused by a bacterium in the U.S. and elsewhere; |
| • | acquiring available complementary 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 $2,400,000. 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”rate") by the end of the fourthfirst quarter of 2021.2022.
Liquidity and Capital Resources
A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate generating sufficient positive internal operating cash flow until such time as we can deliver our products to market and generate substantial revenues, which may take the next full year to fully realize, if ever. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to significantly curtail our operations. This would materially impact our ability to continue operations.
| SUMMARY OF BALANCE SHEET | March 31, 2021 | December 31, 2020 | June 30, 2021 | December 31, 2020 | ||||||||||||
| Cash and cash equivalents | $ | 53,853 | $ | 115,196 | $ | 154,651 | $ | 115,196 | ||||||||
| Total current assets | 451,659 | 747,756 | 537,677 | 747,756 | ||||||||||||
| Total assets | 4,247,738 | 4,34,610 | 4,259,678 | 4,634,610 | ||||||||||||
| Total liabilities | 15,333,462 | 15,364,398 | 6,311,611 | 11,038,156 | ||||||||||||
| Accumulated deficit | (36,024,876 | ) | (34,913,854 | ) | (27,233,853) | (30,587,612 | ) | |||||||||
| Total stockholders’ deficit | $ | (11,304,369 | ) | $ | (10,988,433 | ) | ||||||||||
| Total stockholders' deficit | $ | (2,270,578) | $ | (6,662,191 | ) | |||||||||||
At March 31,June 30, 2021, theThe Company recorded a net lossincome of $1,111,022$3,353,759 and has a working capital deficit of $14,804,305.$5,690,484. While we have recently recorded an increase in the amount of revenues from operations since inception and we had not established an ongoing source of revenue sufficient to cover our operating costs. During the three-monthssix months ended March 31,June 30, 2021 and 2020 we primarily relied upon advances and loans from stockholders and third parties to fund our operations. The Company has relied on raising debt and equity capital in order to fund its ongoing day-to-day operations and its corporate overhead. We had $53,853$154,651 in cash at March 31,June 30, 2021, compared to $115,196 in cash at December 31, 2020. We had total liabilities of $15,333,462$6,311,611 at March 31,June 30, 2021 compared to $15,364,398$11,038,156 at December 31, 2020.
Our current cash flow is not sufficient to meet our monthly expenses of approximately $200,000 and to fund future research and development adequately. We intend to rely on additional debt financing, loans from existing stockholders and private placements of common stock for additional funding in addition to the increasing our recognized revenue from the leasing and/or sale of products; however, there is no assurance that additional funding will be available. We do not have material commitments for future capital expenditures. However, we cannot assure you that we will be able to obtain short-term financing, or that sources of such financing, if any, will continue to be available, and if available, that they will be on favorable terms.
During the next 12 months we anticipate incurring additional costs related to the filing of Exchange Act reports. We believe we will be able to meet these costs through funds provided by management, significant stockholders and/or third parties. We may also rely on the issuance of our common stock in lieu of cash to convert debt or pay for expenses.
Commitments and Obligations
At March 31,June 30, 2021 the Company recorded notes payable totaling approximately $2,531,181$2,759,141 (related, non-related and convertible, net of debt discount) compared to notes payable totaling $2,781,597 (related, non-related and convertible, net of debt discount) at December 31, 2020. These notes payable represent cash advances received and expenses paid from third parties and related parties. All of the notes payable carry effective interest from 0% to 220% and are due ranging from on demand to March 26,May 3, 2022.
The Company headquarters and operationsoperation is located in Little River, South Carolina. 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 for an additional four years (with a 2% increase annually) and. Effective July 1, 2021 through June 30, 2022, the monthly lease payment is $7,650. The Company added a three-year lease for 9,600 sf. of warehouse space in Fort Wayne, Indiana on November 1, 2020, for $4,500/month.Themonth. Effective March 15, 2021, the Company also began leasingentered into a 2-year lease for additional office space in Little River, SC, for $2,750 a month, on an annual lease, effective March 15, 2021.per month.
Results of Operations
| SUMMARY OF OPERATIONS | Three-month period ended March 31, | |||||||
| (Unaudited) | ||||||||
| 2021 | 2020 | |||||||
| Revenues | $ | 395,519 | $ | 272,182 | ||||
| Total operating expenses | 1,043,673 | 780,657 | ||||||
| Total other expenses | 462,868 | 9,773,173 | ||||||
| Net loss | (1,111,022 | ) | (10,281,648 | ) | ||||
| Preferred series C stock deemed dividends | — | 270,000 | ||||||
| Net loss attributable to common stockholders’ | (1,111,022 | ) | (10,551,648 | ) | ||||
| Basic and diluted loss per share | $ | (0.00 | ) | $ | (0.02 | ) | ||
Three Months Ended June 30, 2021
| SUMMARY OF OPERATIONS | Three-month period ended June 30, | |||||||
| (Unaudited) | ||||||||
| 2021 | 2020 | |||||||
| Revenues | $ | 469,143 | $ | 881,172 | ||||
| Total operating expenses | 860,446 | 1,094,245 | ||||||
| Total other income (expense) | 4,463,090 | 7,232,156 | ||||||
| Net income | 4,071,787 | 7,019,083 | ||||||
| Net income attributable to common stockholders' | 4071,787 | 7,019,083 | ||||||
| Basic income per share | $ | 0.01 | $ | 0.01 | ||||
| Diluted income (loss) per share | $ | (0.00 | ) | $ | (0.00 | ) | ||
Revenues increaseddecreased to $395,519,$469,143 for the three-monthsthree months ended March 31,June 30, 2021 (the “2021 first quarter”"2021 second quarter") compared to $272,182$881,172 for the three-monthsthree months ended March 31,June 30, 2020 (the “2020 first quarter”"2020 second quarter"). The revenue increasedecrease for the period was due to the increaseddecreased volume of fluids sold, andas a result of the additional revenue from recurring leased-equipment income.decreased need for an effective US EPA-registered disinfectant as the country came out of the COVID-19 pandemic.
Total operating expenses increaseddecreased to $1,043,673$860,446 during the 2021 firstsecond quarter compared to $780,657$1,094,245 during the 2020 firstsecond quarter. The increasedecrease during the firstsecond quarter of 2021 was primarily due to an increasea decrease in salariescost of product, licensing, and wages, legal, consulting fees and rent.equipment leases associated with decreased revenue.
General and administrative expenses increased to $893,451$658,616 for the 2021 firstsecond quarter compared to $548,786$592,042 during the 2020 firstsecond quarter. The increase during the firstsecond quarter of 2021 was primarily due to an increase in salaries and wages, legal,stock based compensation for consulting fees and rent.services.
Depreciation and amortization expenses increased slightly to $88,122$108,606 during the 2021 firstsecond quarter compared to $83,021$81,348 during the 2020 firstsecond quarter. Depreciation and amortization was comparable between the two periods.
Total other expenses decreased to $462,868income was $4,463,090 for the 2021 firstsecond quarter compared to $9,773,173other income of $7,232,156 during the 2020 firstsecond quarter. The overall change was a result of a decrease in other expenses was primarily due to the $9.2M loss in derivatives incurred during 2020 which did not occur in 2021. There was also a gain on the settlement of debt of $316,401$10,696,624 and an increase in 2021 vs. a $44,000 lossthe gain on change in fair value of derivatives of $7,565,915 during the settlementsecond quarter of debt in 2020.2021.
As a result of the changes described above, net loss from operations after income taxes decreased to $1,111,022$4,071,787 during the 2021 firstsecond quarter compared to $10,281,648$7,019,083 during the 2020 firstsecond quarter.
Six Months Ended June 30, 2021
| SUMMARY OF OPERATIONS | Six-month period ended June 30, | |||||||
| (Unaudited) | ||||||||
| 2021 | 2020 | |||||||
| Revenues | $ | 864,662 | $ | 1,153,354 | ||||
| Total operating expense | $ | 1,904,119 | $ | 1,874,902 | ||||
| Total other income (expense) | $ | 4,393,216 | $ | (2,541,017 | ) | |||
| Net income (loss) | $ | 3,353,759 | $ | (3,262,565 | ) | |||
| Preferred series C stock deemed dividends | - | (270,000 | ) | |||||
| Net income (loss) attributable to common stockholders' | $ | 3,353,759 | (3,532,565 | ) | ||||
| Basic income (loss) per share | $ | 0.00 | $ | (0.01 | ) | |||
| Diluted income (loss) per share | $ | (0.00 | ) | $ | (0.01 | ) | ||
Revenues decreased to $864,662 for the six months ended June 30, 2021 compared to $1,153,354 for the six months ended June 30, 2020. The revenue decrease for the period was due to the decreased volume of fluids sold as a result of the country coming out of the COVID-19 pandemic.
Total operating expenses increased to $1,904,119 during the six months ended June 30, 2021 compared to $1,874,902 during the six months ended June 30, 2020. The increase during the period was primarily due to stock based compensation for consulting services.
General and administrative expenses increased to $1,552,067 for the six months ended June 30, 2021 compared to $1,140,828 during the six months ended June 30, 2020. General and administrative expenses increased due to salaries and wages, professional and accounting fees.
Depreciation and amortization expenses increased to $196,728 during the six months ended June 30, 2021 compared to $164,369 during the six months ended June 30, 2020.
Total other income increased to $4,393,216 for the six months ended June 30, 2021 compared to $2,541,017 of other expenses during the six months ended June 30, 2020. The overall increase in income was a result of a decrease in gain on the settlement of debt of $10,336,223 offset by the gain in the fair value of derivatives of $16,602,758 during the second quarter of 2021.
As a result of the changes described above, a net income of $3,353,759 was realized during the six months ended June 30, 2021 compared to a net loss of $3,262,565 during the six months ended June 30, 2020.
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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’smanagement'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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow our management to make timely decisions regarding required disclosure. Gary J. Grieco, our President andChief Executive Officer, who serves as our principal executive officer and Arthur Abraham, our Chief Financial 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’sSEC's rule and forms; and (ii) accumulated and communicated to our principal executive officer as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive officer and principal financial officer concluded that as of March 31,June 30, 2021, our disclosure controls and procedures were not effective for the reasons discussed in our 10-K filing.effective.
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:
For the prior ended March 31, 2021, 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 period ended March 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 first quarter of 2021 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Notwithstanding this finding of ineffective disclosure controls and procedures, our certifying officerswe concluded that the consolidated financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.
Changes in Internal Control Over Financial Reporting
During the quarter ended March 31,June 30, 2021, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).
PART II –- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We may become involved in various routine legal proceedings incidental to our business. To our knowledge as of the date of this report, 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 the quarter ended March 31, 2021.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item. However, we detailed significant business risks in Item 1A to our Form 10-K for the year ended December 31, 2020.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On January 4, 2021,April 27, 2020, 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 1,803,2791,000,000 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 CEOan employee of the Company. The Company also agreed to issue a new note for the remaining balance owed to the Chairman and CEOcash proceeds of $84,034, dated February 16, 2021. The note will bear interest at 5% per annum and is due on June 30, 2021.$10,000.
On February 16, 2021,April 27, 2020, the Company issued 2,663,2992,750,000 shares of common stock to settle a June 20, 2018 note payablefor cash proceeds of $380,000 and accrued interest of $26,153 owed to the current COO and Director of the Company.$110,000.
On February 15, 2021, 40,000May 5, 2020, the Company issued 15,000,000 shares of common stock as part of the note extinguishment and consolidation agreement described in Note 5(e).
On May 19, 2020, the Company issued 500,000 shares of common stock for cash proceeds of $20,000.
On June 24, 2020, 50,000 shares of preferred series C stock waswere converted into common stock (1 share converts into 100 shares of common stock), resulting in the issuance of 4,000,0005,000,000 shares of common stock.
Subsequent Issuances After Quarter-End
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,July 6, 2020, the Company entered into a consulting agreement. Pursuant to the agreement the consultant will provide advisoryinvestor relations services for a period of three monthsone year in consideration of $5,000for $3,000 per month and an option to purchase 2,500,000the issuance of 1,000,000 common shares of common stock at $0.0001 for one year, exercisable on issuance.the Company.
Subsequent Issuances After Quarter-End
On April 5, 2021,July 8, 2020, the Company entered into a convertible promissory note withconsulting agreement. Pursuant to the agreement the consultant will provide operational business development and introductory services for a non-related partyperiod of five years in consideration for $43,000. The Note is due on April 5, 2022 and bears interest on the unpaid principal balance at the rate of 12% 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 the conversion price equal to 61% multiplied by the Market Price.
On April 14, 2021, the Company entered into a convertible promissory note with a non-related party for $200,000. The Note is due on April 14, 2022 and bears interest on the unpaid principal balance at the rate of 5% per annum. The Note may not be converted by the lender before 6 months of the issuance date into shares of Company’s common stock at a conversion price equal to $0.10.
On May 3, 2021, the Company entered into a convertible promissory note with a non-related party for $128,000. The Note is due on May 3, 2022 and bears interest on the unpaid principal balance at the rate of 12% 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 the conversion price equal to 61% multiplied by the Market Price.
On May 5, 2021, the Company entered into an employment agreement with a recently appointed officer, whereby it authorized the issuance of 1,000,000 common shares of the Company and a 5% commission, paid in shares, for any investments brokered.
On August 11, 2020, 75,000 shares of preferred series C stock were converted into common stock (1 share converts into 100 shares of common stock), resulting in the issuance of 7,500,000 shares of common stock.
On August 18, 2020, the Company settled the $100,000 note described in Note 5(i). Pursuant to the settlement agreement, the Company will issue the lender 5,281,088 shares of common stock to such officer (see 8-K issued May 21, 2021)
On May 7, 2021,and pay the Company deemedlender $140,000 in the best interest to settle anyfour monthly installments of $35,000 commencing August 19, 2020 and all of the Company’s prior convertible debt with Crown Bridge Partners and allow for the cashless exercise to purchase 1,921,875 shares of PCT LTD’s common stock (par value $0.001/share) at the rate of $0.032/share, thereby reducing PCT LTD’s prior debt to Crown Bridge Partners to $0.00. In addition, Crown Bridge Partners shall release 60,072,853 shares to the agreed upon payment terms of $36,994 cash.
On June 2, 2021, the Company paid $25,000 to a non-related party toward a $150,000 Convertible Note dated April 9,ending November 19, 2020.
One June 2, 2021, the Company entered into a subscription and purchase agreement with a non-related party consisting of 3,750,000 restricted shares of common stock (aggregate) at a price per share of $0.02 for $75,000 cash.
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 Purchases of Equity Securities
We did not repurchase any of our equity securities during the quarter ended March 31,June 30, 2021.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
We have entered into a number of promissory notes, some of which are in default as of March 31,June 30, 2021, or went into default before the filing of this Quarterly Report (See Note 6 to the financial statements).
A significant portion of our current debt is in default, which may subject us to litigation by the debt holders.
As of March 31,June 30, 2021, we had cash and cash equivalents of $53,853. Management’s$154,651 and had a significant amount of short-term debt in default. 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 in the year ended December 31, 2020 and the period ended June 30, 2021 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.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
| Exhibit No. | Description |
| 3(i) | Amended and Restated Articles of Incorporation, as currently in effect (Incorporated by reference to Exhibit 3.1 of Form 8-K, filed April 13, 2018) |
| 3.1 | 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 |
| 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 | Power Up Note dated June 5, 2018 (Incorporated by reference to Exhibit 4.1 of Form 10-Q, filed August 20, 2018) |
| 4.5 | Second Power Up Note dated July 25, 2018 (Incorporated by reference to Exhibit 4.2 of Form 10-Q, filed August 20, 2018) |
| 4.6 | Third Power Up Note dated August 27, 2018 (Incorporated by reference to Exhibit 4.3 of Form 10-Q, filed November 21, 2019) |
| 4.7 | Fourth Power Up Note dated December 5, 2018 (Incorporated by reference to Exhibit 4.6 of Form 10-Q, filed on September 16, 2019) |
| 4.8 | Fifth Power Up Note dated January 15, 2019 (Incorporated by reference to Exhibit 4.7 of Form 10-Q, filed on September 16, 2019) |
| 4.9 | Sixth Power Up Note dated February 22, 2019 (Incorporated by reference to Exhibit 4.8 of Form 10-Q, filed on September 16, 2019) |
| 4.10 | GS Capital Note dated January 16, 2019 (Incorporated by reference to Exhibit 4.9 of Form 10-Q, filed on September 16, 2019) |
| 4.11 | JSJ Note dated January 22, 2019 (Incorporated by reference to Exhibit 4.10 of Form 10-Q, filed on September 16, 2019) |
| 4.12 | EMA Note dated January 22, 2019 (Incorporated by reference to Exhibit 4.11 of Form 10-Q, filed on September 16, 2019) |
| 4.13 | Adar Note dated February 20, 2019 (Incorporated by reference to Exhibit 4.12 of Form 10-Q, filed on September 16, 2019) |
| 4.14 | Peak One Note dated February 21, 2019 (Incorporated by reference to Exhibit 4.13 of Form 10-Q, filed on September 16, 2019) |
| 4.15 | Auctus Note dated March 13, 2019 (Incorporated by reference to Exhibit 4.14 of Form 10-Q, filed on September 16, 2019) |
| 4.16 | 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) |
| Power-Up #8 Note dated October 8, 2019 (Incorporated by reference to Exhibit 4.17 of Form 10-Q, filed on August 14, 2020) | |
| Power-Up #9 Note dated October 31, 2019 (Incorporated by reference to Exhibit 4.18 of Form 10-Q, filed on August 14, 2020) | |
| Power-Up #10 Note dated March 2, 2020 (Incorporated by reference to Exhibit 4.19 of Form 10-Q, filed on August 14, 2020) | |
| TFK Investments Note dated April 10, 2020 (Incorporated by reference to Exhibit 4.20 of Form 10-Q, filed on August 14, 2020) | |
| Power-Up #11 Note dated April 16, 2020 (Incorporated by reference to Exhibit 4.21 of Form 10-Q, filed on August 14, 2020) | |
| 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) | |
| Power-Up #12 Note dated May 12, 2020 (Incorporated by reference to Exhibit 4.23 of Form 10-Q, filed on August 14, 2020) | |
| Digital Ally Note dated July 7, 2020 (Incorporated by reference to Exhibit 4.24 of Form 10-Q, filed on August 14, 2020) | |
| Reserve Capital Management Note dated July 15, 2020 (Incorporated by reference to Exhibit 4.25 of Form 10-Q, filed on | |
| Agreement with Annihilyzer, Inc. dated November 29, 2016 (Incorporated by reference to Exhibit 10.1 of Form 8-K, filed April 20, 2017) | |
| 10.2 | Amendment to Agreement with Annihilyzer, Inc. dated April 6, 2017 (Incorporated by reference to Exhibit 10.2 of Form 8-K, filed April 20, 2017) |
| 10.3 | Read Consolidated Promissory Note dated September 27, 2017 (Incorporated by reference to Exhibit 10.1 of Form 8-K, filed October 4, 2017) |
| 10.4† | Paris Employment Agreement (Incorporated by reference to Exhibit 10.5 of Form 10-Q, filed November 14, 2017) |
| 10.5 | Strategic Planning Services Agreement dated March 15, 2018 |
| 10.6 | Power Up Agreement dated June 5, 2018 (Included in Exhibit 4.1, which is incorporated by reference to Exhibit 4.1 of Form 10-Q, filed August 20, 2018) |
| 10.7 | Second Power Up Agreement dated July 25, 2018 (Included in Exhibit 4.2, which is incorporated by reference to Exhibit 4.2 of Form 10-Q, filed August 20, 2018 |
| 10.8 | Third Power Up Agreement dated August 27, 2018 (Included in Exhibit 4.3, which is incorporated by reference to Exhibit 4.3 of Form 10-Q, filed November 21, 2019) |
| 10.9 | Fourth Power Up Agreement dated December 15, 2018 (Incorporated by reference to Exhibit 10.9 of Form 10-Q, filed on September 16, 2019) |
| 10.10 | Fifth Power Up Agreement dated January 15, 2019 (Incorporated by reference to Exhibit 10.10 of Form 10-Q, filed on September 16, 2019) |
| 10.11 | Sixth Power Up Agreement dated February 22, 2019 (Incorporated by reference to Exhibit 10.11 of Form 10-Q, filed on September 16, 2019) |
| 10.12 | GS Capital Agreement dated January 16, 2019 (Incorporated by reference to Exhibit 10.12 of Form 10-Q, filed on September 16, 2019) |
| 10.13 | JSJ Agreement dated January 22, 2019 (Incorporated by reference to Exhibit 10.13 of Form 10-Q, filed on September 16, 2019) |
| 10.14 | EMA Agreement dated January 22, 2019 (Incorporated by reference to Exhibit 10.14 of Form 10-Q, filed on September 16, 2019) |
| 10.15 | Adar Agreement dated February 20, 2019 (Incorporated by reference to Exhibit 10.15 of Form 10-Q, filed on September 16, 2019) |
| 10.16 | Peak One Agreement dated February 21, 2019 (Incorporated by reference to Exhibit 10.16 of Form 10-Q, filed on September 16, 2019) |
| 10.17 | Auctus Agreement dated March 13, 2019 (Incorporated by reference to Exhibit 10.17 of Form 10-Q, filed on September 16, 2019) |
| 10.18† | Read Employment Agreement (Incorporated by reference to Exhibit 10.18 of Form 10-Q, filed on September 16, 2019) |
| Read Addendum to Employment Agreement (Incorporated by reference to Exhibit 10.19 of Form 10-Q, filed on September 16, 2019) | |
| Grieco 2019 Employment Agreement (Incorporated by reference to Exhibit 10.20 of Form 10-Q, filed on September 16, 2019) | |
| Grieco 2020 Employment Agreement | |
| 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) | |
| Power-Up #8 Agreement dated October 8, 2019 (Incorporated by reference to Exhibit 10.23 of Form 10-Q, filed on August 14, 2020) | |
| Power-Up #9 Agreement dated October 31, 2019 (Incorporated by reference to Exhibit 10.24 of Form 10-Q, filed on August 14, 2020) | |
| Power-Up #10 Agreement dated March 2, 2020 (Incorporated by reference to Exhibit 10.25 of Form 10-Q, filed on August 14, 2020) | |
| TFK Investments Agreement dated April 10, 2020 (Incorporated by reference to Exhibit 10.26 of Form 10-Q, filed on August 14, 2020) | |
| Power-Up #11 Agreement dated April 16, 2020 (Incorporated by reference to Exhibit 10.27 of Form 10-Q, filed on August 14, 2020) | |
| Herschbach 2005 Trust Agreement dated May 12, 2020 (Incorporated by reference to Exhibit 10.28 of Form 10-Q, filed on August 14, 2020) | |
| Principal Executive Officer Certification | |
| 31.2 | Principal Financial Officer Certification |
| 32.1 | |
| 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| PCT LTD | ||
| Date: | By: | /s/ Gary Grieco |
| Gary Grieco, | ||
|
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