NOTE
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
unaudited interim condensed consolidated financial statements of PCT LTD (the “Company”) have been prepared in accordance
with United States generally accepted accounting principles for interim financial information and with the instructions to Form
10-Q and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of our balance sheet,
statements of operations, and cash flows for the periods presented. All such adjustments are of a normal recurring nature. The
results of operations for the interim period are not necessarily indicative of the results to be expected for a full year.
Certain
information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated
financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December
31, 2017 audited financial statements as reported in its Form 10-K, filed on April 17, 2018.
Nature
of Operations
PCT
LTD (formerly Bingham Canyon Corporation, (the “Company,” “PCT Ltd,” or “Bingham”), a Delaware
corporation, was formed on August 27, 1986. The Company changed its domicile to Nevada on August 26, 1999.
On
August 31, 2016, the Company entered into a Securities Exchange Agreement with Paradigm Convergence Technologies Corporation (“Paradigm”)
to affect the acquisition of Paradigm as a wholly-owned subsidiary. Under the terms of the agreement, Bingham issued 16,790,625
restricted common shares of Bingham stock to the shareholders of Paradigm in exchange for all 22,387,500 outstanding common shares
of Paradigm stock. In addition, Bingham issued options exercisable into 2,040,000 shares of the Bingham’s common stock (with
exercise prices ranging between $0.133 and $0.333) in exchange for 2,720,000 outstanding Paradigm stock options (with exercise
prices ranging between $0.10 and $0.25). These 2,040,000 options have been adjusted at the same exchange rate of 75% that the
outstanding common shares were exchanged. As a result of this share exchange agreement, Paradigm, the operating company, is considered
the accounting acquirer.
Paradigm
is located in Little River, SC and was formed June 6, 2012 under the name of EUR-ECA, Ltd. On September 11, 2015, its Board of
Directors authorized EUR-ECA Ltd to file with the Nevada Secretary of State to change its name to Paradigm Convergence Technologies
Corp. Paradigm is a technology licensing company specializing in environmentally safe solutions for global sustainability. The
company holds a patent, intellectual property and/or distribution rights to innovative products and technologies. Paradigm provides
innovative products and technologies for eliminating biocidal contamination from water supplies, industrial fluids, hard surfaces,
food processing equipment, and medical devices. Paradigm’s overall strategy is to market new products and technologies through
the use of equipment leasing, joint ventures, licensing, distributor agreements and partnerships.
Effective
on March 23, 2018 the Company changed its name from Bingham Canyon Corporation to PCT LTD to more accurately identify the Company’s
direction and to develop the complimentary relationship and association with its wholly-owned operating company, Paradigm Convergence
Technologies Corporation (“Paradigm” or “PCT Corp.”).
Principles
of Consolidations
The
accompanying consolidated financial statements include the accounts of PCT LTD (“Parent”) and its wholly owned subsidiary,
Paradigm Convergence Technologies Corporation (“Paradigm” or “Subsidiary”). All intercompany accounts
have been eliminated upon consolidation.
Use
of Estimates
The
preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as
well as the reported amounts of revenues and expenses during the reporting periods. Estimates are based on historical experience
and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances,
the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results could differ materially from those estimates.
Cash
and Cash Equivalents
Cash
and cash equivalents are considered to be cash and highly liquid securities with original maturities of three months or less.
The cash of $61,438 and $7,838 as of March 31, 2018 and December 31, 2017, respectively, represents cash on deposit in various
bank accounts. There were no cash equivalents as of March 31, 2018 and December 31, 2017.
Accounts Receivable
Accounts receivable
are recorded at the time product is shipped or services are provided including any shipping and handling fees. The Company provided
allowances for uncollectible accounts receivable equal to the estimated collection losses that will be incurred in collection
of all receivables. Accounts receivable is periodically evaluated for collectability bases on past credit history with customers
and their current financial condition. The Company’s management determines which accounts are past due and if deemed uncollectible,
the Company charges off the receivable in the period the determination is made. Based on management’s evaluation, the Company
provided an allowance for doubtful accounts of $12,000 at March 31, 2018 and December 31, 2017.
Inventory
Inventories
are stated at the lower of cost or market. Cost is determined by using the first in, first out (FIFO) method. We record the value
of our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and
the estimated market value based upon assumptions about future demand, future pricing and market conditions. As of March 31, 2018
and December 31, 2017, the inventory consisted of parts for equipment sold as replacement parts to existing customers or sold
to new customers. The Company has recorded a reserve allowance of $0 at March 31, 2018 and December 31, 2017.
Property
and Equipment
Property
and equipment are stated at purchased cost and depreciated utilizing a straight-line method over estimated useful lives ranging
from 3 to 7 years after the asset has been placed in service. Upon selling equipment that had been under a lease agreement,
the company discontinues the depreciation on that piece of equipment, as it transfers ownership to another entity. Additions and
major improvements that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged
to operations as incurred. Upon trade-in, sale or retirement of property and equipment, the related cost and accumulated
depreciation are removed from the accounts and any related gains or losses are recorded in the results of operations. Accumulated
depreciation was $52,377 and $46,725 as of March 31, 2018 and December 31, 2017, respectively.
Fair
Value Measurements
The
Company follows ASC 820,
“Fair Value Measurements and Disclosures,”
which defines fair value as the exchange
price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques
used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value
hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable,
is used to measure fair value:
|
Level
1:
|
Valuations
for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active
markets for identical assets or liabilities.
|
|
|
|
|
Level
2:
|
Observable
inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted
prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable
or can be corroborated by observable market data.
|
|
|
|
|
Level 3:
|
Unobservable inputs
that are supported by little or no market activity and that are significant to determining the fair value of the assets or
liabilities, including pricing models, discounted cash flow methodologies and similar techniques.
|
The
carrying values of our financial instruments, including, cash and cash equivalents, accounts receivable, inventory, prepaid expenses,
accounts payable and accrued expenses approximate their fair value due to the short maturities of these financial instruments.
We do not have other financial assets or liabilities that are measured at fair value on a recurring basis as of March 31, 2018
and December 31, 2017.
Valuation
of Long-lived Assets
The
carrying values of the Company’s long-lived assets are reviewed for impairment annually and whenever events or changes in
circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset
is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the projected undiscounted
cash flows. Under similar analysis no impairment was recorded as of March 31, 2018 and December 31, 2017. Impairment tests are
conducted on an annual basis and, should they indicate a carrying value in excess of fair value, additional impairment changes
may be required.
Intangible
Assets
Costs
to obtain or develop patents are capitalized and amortized over the remaining life of the patents, and technology rights are amortized
over their estimated useful lives. The Company currently has the right to several patents and proprietary technology. Patents
and technology are amortized from the date the Company acquires or is awarded the patent or technology right, over their estimated
useful lives, which range from 1 to 15 years. An impairment charge is recognized if the carrying amount is not recoverable
and the carrying amount exceeds the fair value of the intangible assets as determined by projected discounted net future cash
flows. The recorded impairment expense was nil for the periods ended March 31, 2018 and December 31, 2017. Accumulated amortization
was $461,426 and $380,382 as of March 31, 2018 and December 31, 2017, respectively.
Research
and Development
Research
and development costs are recognized as an expense during the period incurred, which is until the conceptual formulation, design,
and testing of the process is completed, and the process has been determined to be commercially viable.
Revenue
Recognition
In
May 2014, the FASB issued ASU No. 2014-09,
Revenue from Contracts with Customers (Topic 606)
. The new revenue recognition
standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle is
that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled in exchange for those goods or services.
The
Company has structured its revenues as 1) product (sales of equipment and/or fluid solutions); 2) licensing (contract-based use
of the Company’s US EPA Product Registration, returning revenue in licensing fees and/or royalties from minimum fluid sales);
and 3) equipment leases (system service agreements, usually 3-year contracts for the provision of the company’s equipment
and service, under contract to customers, with renewable terms). Revenue from contracts to license technology to others is immediately
recognized since it is a non-refundable deposit.
Basic
and Diluted Loss per Share
Basic
loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period.
Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential
common shares outstanding during the period. As of March 31, 2018, there were outstanding common share equivalents (options and
convertible notes payable) which amounted to 2,245,711 of common stock. These common share equivalents were not included in the
computation of diluted loss per share as their effect would have been anti-dilutive.
Recent
Accounting Pronouncements
The
Company has reviewed the FASB ASU 2014-09 “Topic 606 Revenue Recognition from Contracts with Customers,” originally
issued on May 28, 2014, which the FASB has issued a few clarifying ASU’s regarding this update. The standard was effective
for public companies with annual periods beginning after December 15, 2017. We have begun evaluating the impact this standard
will have on our revenue recognition and we do not believe it will have a material impact on our business. The new standard requires
companies to identify contracts with customers, performance obligations within those contracts, and the transaction price. The
Company will continue to monitor its placement of equipment at customers’ locations to ensure compliance with the definition
of this accounting pronouncement. We adopted this policy as of January 1, 2018.
The
Company has reviewed all other FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates
during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter the previous
GAAP and do not believe that any new or modified principles will have a material impact on the Company’s reported financial
position or operations in the near term.
NOTE
2. GOING CONCERN
The
accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue
as a going concern. The Company has limited assets, has incurred losses since inception of $7,275,822 and has negative cash flows
from operations. As of March 31, 2018, the Company had a working capital deficit of $1,415,388. 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. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE
3. PROPERTY AND EQUIPMENT
Depreciation
is computed using the straight-line method and is recognized over the estimated useful lives of the property and equipment, which
range from 3 to 7 years once placed into service. Depreciation expense does not begin until documentation of equipment placed
in service is provided. Machinery and leased equipment is not intended to be sold to the customer at the end of the lease term.
Depreciation expense was $5,652 and $4,050 for the three months ended March 31, 2018 and 2017, respectively. Property and equipment
at March 31, 2018 and December 31, 2017 consisted of the following:
|
|
March 31, 2018
|
|
December 31, 2017
|
Machinery and leased equipment
|
|
$
|
129,076
|
|
|
$
|
129,076
|
|
Machinery and equipment not yet in services
|
|
|
281,979
|
|
|
|
278,079
|
|
Office equipment and furniture
|
|
|
20,064
|
|
|
|
20,064
|
|
Website
|
|
|
2,760
|
|
|
|
2,760
|
|
|
|
|
|
|
|
|
|
|
Total property and equipment
|
|
$
|
433,879
|
|
|
$
|
429,979
|
|
Less: Accumulated Depreciation
|
|
|
(52,377
|
)
|
|
|
(46,725
|
)
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
381,502
|
|
|
|
383,254
|
|
NOTE
4. INTANGIBLE ASSETS
Amortization
is computed using the straight-line method and is recognized over the estimated useful lives of the intangible assets, which range
from 1 to 15 years. Amortization expense was $81,044 and $25,341 for the three months ended March 31, 2018 and 2017 respectively.
Intangible assets at March 31, 2018 and December 31, 2017 consisted of the following:
|
|
March 31, 2018
|
|
December 31, 2017
|
Patents
|
|
$
|
4,505,489
|
|
|
$
|
4,505,489
|
|
Technology rights
|
|
|
200,000
|
|
|
|
200,000
|
|
Intangible, at cost
|
|
|
4,705,489
|
|
|
|
4,705,489
|
|
Less: Accumulated amortization
|
|
|
(461,426
|
)
|
|
|
(380,382
|
)
|
Net Carrying Amount
|
|
$
|
4,244,063
|
|
|
$
|
4,325,107
|
|
NOTE
5.
Notes Payable
The
following tables summarize notes payable as of March 31, 2018 and December 31, 2017:
Notes
Payable
|
|
Original
|
|
Issuance
|
Maturity
|
|
Interest
|
Balance at
|
Balance at
|
Type
|
|
Amount
|
|
Date
|
Date
|
|
Rate
|
Mar 31, 2018
|
Dec 31, 2017
|
Note Payable
|
|
$
|
150,000.00
|
|
|
|
5/18/2016
|
|
|
|
6/1/2018
|
|
|
|
13.00
|
%
|
|
$
|
150,000.00
|
|
|
$
|
150,000.00
|
|
Note Payable*
|
|
$
|
50,000.00
|
|
|
|
10/18/2016
|
|
|
|
8/18/2017
|
|
|
|
5.00
|
%
|
|
$
|
50,000.00
|
|
|
$
|
50,000.00
|
|
Note Payable*
|
|
$
|
25,000.00
|
|
|
|
4/12/2017
|
|
|
|
10/12/2017
|
|
|
|
5.00
|
%
|
|
$
|
25,000.00
|
|
|
$
|
25,000.00
|
|
Note Payable, RP
|
|
$
|
25,000.00
|
|
|
|
4/27/2017
|
|
|
|
4/27/2018
|
|
|
|
3.00
|
%
|
|
$
|
17,500.00
|
|
|
$
|
12,500.00
|
|
Note Payable
|
|
$
|
25,000.00
|
|
|
|
5/8/2017
|
|
|
|
10/10/2017
|
|
|
|
0.00
|
%
|
|
$
|
25,000.00
|
|
|
$
|
25,000.00
|
|
Note Payable, RP
|
|
$
|
15,000.00
|
|
|
|
5/15/2017
|
|
|
|
5/15/2018
|
|
|
|
5.00
|
%
|
|
$
|
15,000.00
|
|
|
$
|
15,000.00
|
|
Note Payable, RP
|
|
$
|
10,000.00
|
|
|
|
6/12/2017
|
|
|
|
6/12/2018
|
|
|
|
3.00
|
%
|
|
$
|
10,000.00
|
|
|
$
|
10,000.00
|
|
Note Payable, RP
|
|
$
|
5,500.00
|
|
|
|
7/3/2017
|
|
|
|
6/30/2018
|
|
|
|
3.00
|
%
|
|
$
|
5,500.00
|
|
|
$
|
5,500.00
|
|
Note Payable, RP
|
|
$
|
2,500.00
|
|
|
|
7/10/2017
|
|
|
|
6/30/2018
|
|
|
|
3.00
|
%
|
|
$
|
2,500.00
|
|
|
$
|
2,500.00
|
|
Note Payable, RP
|
|
$
|
2,500.00
|
|
|
|
7/12/2017
|
|
|
|
6/30/2018
|
|
|
|
3.00
|
%
|
|
$
|
2,500.00
|
|
|
$
|
2,500.00
|
|
Note Payable, RP
|
|
$
|
25,000.00
|
|
|
|
7/13/2017
|
|
|
|
6/30/2018
|
|
|
|
3.00
|
%
|
|
$
|
25,000.00
|
|
|
$
|
25,000.00
|
|
Note Payable*
|
|
$
|
25,000.00
|
|
|
|
7/25/2017
|
|
|
|
9/25/2017
|
|
|
|
5.00
|
%
|
|
$
|
25,000.00
|
|
|
$
|
25,000.00
|
|
Note Payable, RP
|
|
$
|
5,000.00
|
|
|
|
8/14/2017
|
|
|
|
6/30/2018
|
|
|
|
3.00
|
%
|
|
$
|
5,000.00
|
|
|
$
|
5,000.00
|
|
Note Payable
|
|
$
|
50,000.00
|
|
|
|
9/1/2017
|
|
|
|
12/31/2017
|
|
|
|
8.00
|
%
|
|
$
|
50,000.00
|
|
|
$
|
50,000.00
|
|
Note Payable, RP**
|
|
$
|
275,000.00
|
|
|
|
9/27/2017
|
|
|
|
10/1/2018
|
|
|
|
7.50
|
%
|
|
$
|
275,000.00
|
|
|
$
|
275,000.00
|
|
Note Payable
|
|
$
|
25,000.00
|
|
|
|
9/27/2017
|
|
|
|
12/31/2017
|
|
|
|
8.00
|
%
|
|
$
|
25,000.00
|
|
|
$
|
25,000.00
|
|
Note Payable
|
|
$
|
37,500.00
|
|
|
|
10/11/2017
|
|
|
|
10/11/2018
|
|
|
|
8.00
|
%
|
|
$
|
37,500.00
|
|
|
$
|
37,500.00
|
|
Note Payable*
|
|
$
|
20,000.00
|
|
|
|
10/24/2017
|
|
|
|
4/24/2018
|
|
|
|
5.00
|
%
|
|
$
|
20,000.00
|
|
|
$
|
20,000.00
|
|
Note Payable, RP
|
|
$
|
250,000.00
|
|
|
|
11/15/2017
|
|
|
|
12/15/2018
|
|
|
|
1.00
|
%
|
|
$
|
250,000.00
|
|
|
$
|
250,000.00
|
|
Note Payable, RP
|
|
$
|
100,000.00
|
|
|
|
11/15/2017
|
|
|
|
10/1/2018
|
|
|
|
7.50
|
%
|
|
$
|
100,000.00
|
|
|
$
|
100,000.00
|
|
Note Payable
|
|
$
|
56,000.00
|
|
|
|
12/1/2017
|
|
|
|
1/10/2018
|
|
|
|
8.00
|
%
|
|
$
|
—
|
|
|
$
|
20,000.00
|
|
Note Payable
|
|
$
|
150,000.00
|
|
|
|
1/5/2018
|
|
|
|
4/3/2018
|
|
|
|
8.00
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
Note Payable
|
|
$
|
12,500.00
|
|
|
|
2/16/2018
|
|
|
|
4/15/2018
|
|
|
|
8.00
|
%
|
|
$
|
12,500.00
|
|
|
$
|
—
|
|
Note Payable
|
|
$
|
250,000.00
|
|
|
|
2/27/2018
|
|
|
|
4/30/2018
|
|
|
|
8.00
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
Note Payable
|
|
$
|
450,000.00
|
|
|
|
3/28/2018
|
|
|
|
3/31/2021
|
|
|
|
8.00
|
%
|
|
$
|
350,000.00
|
|
|
$
|
—
|
|
*
Indicates a re-classification from related party to non-related party, as of January 1, 2018.
**This
note is collateralized by a patent (Note 4).
Effective
on January 5, 2018, the Company entered into a promissory note with an unrelated party for $150,000. The note is due April 3,
2018, is unsecured and bears an interest rate of 8.0% per annum. Effective February 27, 2018 the Company extinguished its January
5, 2018 promissory note with an unrelated party of $150,000 and consolidated this amount into a new promissory note for $250,000
(an additional $100,000 received). The note is due on April 30, 2018, is unsecured and bears an interest rate of 8.0% per annum.
On
March 28, 2018 the Company extinguished its February 27, 2018 promissory note with an unrelated party of $250,000 and consolidated
this amount into a convertible note for $450,000 (an additional $100,000 received during the period and an additional $100,000
received subsequent to period end). The note is due on March 31, 2021 and is convertible into common stock at a conversion price
of $0.4285 and bears interest of 8.0% per annum. This note also contains an anti-dilution clause, which becomes effective in the
event the Company exceeds 60,000,000 issued shares of its stock. Due to the fact that the trading price of PCT stock was greater
than the stated conversion rate of this note on the date of issuance, a total discount of $58,401 for the beneficial conversion
was recorded against the note and will be amortized against interest expense through the life of the note. As of March 31, 2018,
interest expense of $159 was recorded as part of the amortization of the beneficial conversion feature of this note. As of March
31, 2018, the note had a principal balance of $350,000.
Effective
on February 16, 2018 the Company entered into a promissory note with an unrelated party for $12,500. The note is due April 15,
2018, is unsecured and bears an interest rate of 8% per annum.
NOTE
6. RELATED PARTY TRANSACTIONS
The Company has entered into notes payable agreements during prior periods. For a detail of
the balance of notes payable related parties, see the table in Note 5 for balances with "RP", indicating Related Party Notes.
Of the March 31, 2018 balance of $708,000 in Notes Payable Related Parties, $333,000 are due to the Company President and CEO
(or his spouse) and the remaining $375,000 are due to a Company Director.
During the period ending March 31, 2018, the Company
reclassified four note payable agreements totaling $120,000 that were previously relatedparty notes as nonrelated
party notes during the period, due to the fact that the principal(s) of the lender is no longer part of the management team. These
notes were also outstanding as of December 31, 2017 and they have correspondingly been reclassified to match the current period
presentation.
Additionally, the Company issued 200,000 options to a Company Director, which remain outstanding at the end of the
period (See January 26, 2017 issuance in Note 7).
NOTE
7. STOCKHOLDERS’ EQUITY
Preferred
Stock
Effective
March 23, 2018, the Company amended the articles of incorporation and authorized 10,000,000 shares of preferred stock with a par
value of $0.001 per share. During the three-month period ended March 31, 2018 and December 31, 2017 there were nil shares of preferred
stock issued.
Common
Stock
Effective
March 23, 2018, the Company amended the articles of incorporation and increased the authorized shares of common stock with a par
value of $0.001 per share from 100,000,000 to 300,000,000 shares.
On
January 2, 2018, the Company sold 110,000 shares of common stock to an unrelated shareholder for $55,000.
On
March 15, 2018 the Company entered into a 12-month service agreement, expiring on March 15, 2019, for strategic planning, financing,
capital formation, up listing and expansion of the Company’s shareholder base. Per the terms of the agreement, the consulting
company will receive a $5,000 non-refundable initial fee, $2,500 per month, and 2,000,000 fully vested non-forfeitable shares
of restricted common stock, valued at $1,000,000 ($0.50 per share). As of March 31, 2018, the Company recorded $43,836 in additional
paid-in capital for the consulting expense related to the portion of the 12-month service agreement that has been completed, due
to the fact that the 2,000,000 common shares have not yet been issued through the filing of these financial statements.
Stock
Options
Below
is a table summarizing the options issued and outstanding as of March 31, 2018:
Date
|
|
Number
|
|
Number
|
|
Exercise
|
|
Weighted Average Remaining Contractual
|
|
Expiration
|
|
Proceeds to Company if
|
Issued
|
|
Outstanding
|
|
Exercisable
|
|
Price $
|
|
Life (Years)
|
|
Date
|
|
Exercised
|
|
05/21/2014
|
|
|
|
1,875,000
|
|
|
|
1,875,000
|
|
|
|
0.13
|
|
|
|
1.14
|
|
|
|
05/20/2019
|
|
|
$
|
250,000
|
|
|
01/01/2016
|
|
|
|
90,000
|
|
|
|
90,000
|
|
|
|
0.33
|
|
|
|
1.75
|
|
|
|
12/31/2019
|
|
|
|
30,000
|
|
|
01/01/2016
|
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
0.33
|
|
|
|
1.75
|
|
|
|
12/31/2019
|
|
|
|
25,000
|
|
|
09/15/2016
|
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
1.00
|
|
|
|
1.75
|
|
|
|
12/31/2019
|
|
|
|
10,000
|
|
|
10/01/2016
|
|
|
|
7,500
|
|
|
|
7,500
|
|
|
|
1.00
|
|
|
|
1.75
|
|
|
|
12/31/2019
|
|
|
|
7,500
|
|
|
01/01/2017
|
|
|
|
30,000
|
|
|
|
30,000
|
|
|
|
2.00
|
|
|
|
0.76
|
|
|
|
01/01/2019
|
|
|
|
60,000
|
|
|
01/26/2017
|
|
|
|
200,000
|
|
|
|
200,000
|
|
|
|
2.00
|
|
|
|
3.83
|
|
|
|
01/26/2022
|
|
|
|
400,000
|
|
|
|
|
|
|
2,287,500
|
|
|
|
2,287,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
782,500
|
|
The
weighted average exercise prices are $0.34 and $0.34 for the options outstanding and exercisable, respectively.
NOTE
8. SUBSEQUENT EVENTS
On
April 10, 2018 the Company entered into a promissory note with a related party for $30,000. The note is due January 15, 2019,
is unsecured and bears an interest rate of 3.0% per annum.
On
April 10, 2018 the Company issued 120,000 shares of common stock at $0.50 per share to a related party for cash proceeds of $60,000.
FORWARD-LOOKING
STATEMENTS
This
document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of
federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items;
any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed
new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and
any statements of assumptions underlying any of the foregoing.
Forward-looking
statements may include the words “may,” “could,” “estimate,” “intend,” “continue,”
“believe,” “expect” or “anticipate” or other similar words. These forward-looking statements
present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update
forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should,
however, consult further disclosures we make in this Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K.
Although
we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results
of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors
impacting these risks and uncertainties include, but are not limited to:
•
|
our
ability to efficiently manage and repay our debt obligations;
|
•
|
our inability to
raise additional financing for working capital;
|
•
|
our ability to generate
sufficient revenue in our targeted markets to support operations;
|
•
|
significant dilution
resulting from our financing activities;
|
•
|
actions and initiatives
taken by both current and potential competitors;
|
•
|
supply chain disruptions
for components used in our products;
|
•
|
manufacturers inability
to deliver components or products on time;
|
•
|
our ability to diversify
our operations;
|
•
|
the fact that our
accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they
may require management to make estimates about matters that are inherently uncertain;
|
•
|
adverse state or
federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect
to existing operations;
|
•
|
changes in U.S.
GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
|
•
|
deterioration in
general or global economic, market and political conditions;
|
•
|
inability to efficiently
manage our operations;
|
•
|
inability to achieve
future operating results;
|
•
|
the unavailability
of funds for capital expenditures;
|
•
|
our ability to recruit,
hire and retain key employees;
|
•
|
the inability of
management to effectively implement our strategies and business plans; and
|
•
|
the
other risks and uncertainties detailed in this report.
|
In
this form 10-Q references to “PCT LTD”, “the Company”, “we,” “us,” “our”
and similar terms refer to PCT LTD (formerly Bingham Canyon Corporation) and its wholly owned operating subsidiary, Paradigm Convergence
Technologies Corporation.