UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K10-K/A

(Amendment No. 1)

For the fiscal year endedDecember 31, 20182020

OR

For transition period from ___ to ____

Commission file number:000-31549

PCT LTD

(Exact name of registrant as specified in its charter)

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

PCT LTD

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

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

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

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

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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

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

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

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

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

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

As of June 30, 2018,2020, the aggregate market value of the Registrant’s common equity held by non-affiliates computed by reference to the closing price ($0.43)0.03565) of the Registrant’s most recently completed second fiscal quarter was $11,854,623.$20,119,600.

The number of shares outstanding of the Registrant’sregistrant’s common stock outstanding as of April 12, 20192021 was 51,643,048.756,329,354, which does not include shares of common stock reserved against default on convertible debt.

Documents incorporated by reference: None

EXPLANATORY NOTE

Overview

PCT Ltd. is filing this Amendment No. 1 to Form 10-K/A (this “Form 10-K/A") for the year ended December 31, 2020 originally filed with the with the Securities and Exchange Commission on April 13, 2021 (the “Original Filing”). This Form 10-K/A amends the Original Filing to reflect the correction of an error in the previously reported financial statements related to the accounting for the settlement of certain derivative warrants. See Note 15 to the Consolidated Financial Statements included in Item 8 for additional information and a reconciliation of the previously reported amounts to the restated amounts.

For the convenience of the reader, this Form 10-K/A sets forth the Original Filing, as amended, in its entirety; however, this Form 10-K/A amends and restates only the following financial statements and disclosures that were impacted from the correction of the error:

• Part II, Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

• Part II, Item 8 - Financial Statements and Supplementary Data

• Part II, Item 9A - Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-K/A (Exhibits 31.1, 31.2, 32.1 and 32.2).

Except as described above, no other changes have been made to the Original Filing. This Form 10-K/A speaks as of the date of the Original Filing and does not reflect events that may have occurred after the date of the Original Filing or modify or update any disclosures that may have been affected by subsequent events.

The Company is also filing an amended Quarterly Report for each of the quarterly periods ended June 30, 2020, September 30, 2020 and March 31, 2021 to restate the previously issued interim financial statements due to the accounting error described above.

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

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

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

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

• our ability to efficiently manage and repay our debt obligations;

• our inability to raise additional financing for working capital;capital, especially related to purchasing critical

inventory;

• our ability to generate sufficient revenue in our targeted markets to support operations;

• significant dilution resulting from our financing activities;

• actions and initiatives taken by both current and potential competitors;

• supply chain disruptions for components used in our products;

• manufacturers inability to deliver components or products on time;

• our ability to diversify our operations;

• the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;

• adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

• changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;

• deterioration in general or global economic, market and political conditions;

• inability to efficiently manage our operations;

• inability to achieve future operating results;

• the unavailability of funds for capital expenditures;

• our ability to recruit and hire key employees;

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

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

• the other risks and uncertainties detailed in this report.

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

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

AVAILABLE INFORMATION

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

PART I

ITEM 1. BUSINESS

Historical Development

On February 27, 1996,1986, PCT LTD, formerly known as Bingham Canyon Corporation (“PCT LTD”PCTL”), was incorporated in the State of Delaware as Hystar Aerospace Marketing Corporation of Delaware (“Hystar-Delaware”) and was a subsidiary of Nautilus Entertainment, Inc., (now called VIP Worldnet, Inc.), a Nevada corporation. Hystar-Delaware completed a change of domicile merger on August 26, 1999 with then named Bingham Canyon Corporation, now named PCT LTD, a Nevada corporation.

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

PCTL and PCT Corp. isare located in Little River, SC andSC. PCT Corp. was formed June 6, 2012 under the name of EUR-ECA, Ltd. which was changed in September 2015 to PCT Corp. specializes in environmentally safe solutions for global sustainability. The company holds patents, intellectual property and/or distribution rights to innovative products and technologies. PCT Corp. provides innovative products and technologies for eliminating biocidal contamination from water supplies, industrial fluids, hard surfaces, food processing equipment, and medical devices. PCT Corp.’s overall strategy is to market new products and technologies through the use of equipment leasing, joint ventures, licensing, distributor agreements and partnerships. On September 11, 2015, its Board of Directors authorized EUR-ECA Ltd to file with the Nevada Secretary of State to change the Eur-Eca Ltd. name to Paradigm Convergence Technologies Corp. (“Paradigm” or PCT Corp.”)

Business Strategy

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

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

ParadigmPCT Corp. has developed several commercially-ready product generatormodels of electrochemical activation generators and systems for the production of Hydrolyte^®, an EPA registered, highly effective sanitizer/disinfectant microbiocide that is safeenvironmentally responsible and non-toxic for use around humans and animals. Hydrolyte^® has been market tested with commercial customers is ready for and is involved innow fully launched into the initial stage of full-scale commercial launch.hospital and healthcare market. Management intends to focus on leveraging the opportunities presented by Hydrolyte^®induring 2021within the short termhealthcare market, as well as building into its oil and is in the first stage of a full commercial launch, commencing now, in the first half of 2018.gas and agriculture markets.

Paradigm’sPCT Corp.’s revenue stream is expected to bestreams have in the past been derived primarily from master service contracts, placing its Annihilyzer Infection Control Systems and other models of its equipment leasinginto clients’ locations and salesbenefitting from recurring monthly revenue for typically 3- to 5-year contract periods, as well as licensing and distributor agreements. In theagreements, along with some outright sales of equipment. PCT Corp. made a “soft” launch in 2017, “soft” launch,and management focused on establishing distributor operations and direct sales in addition to expanding its equipment production capabilities. Initially, directDirect sales are beingof equipment and Hydrolyte® have been managed by members of the senior management team. Subsequently, direct sales may be conducted by a subsidiary company(s) with existing customer relationships and targeted marketing and sales operations. Paradigm has finalized agreements with fourDuring 2019, PCT Corp. added additional distributors and issupplemental EPA registrants (licenses), in negotiations with three additional distributors who are preparingaddition to undertake commercial operations in their respective regional markets. Thebuilding on existing distributors arethat have existing healthcare, and other industry, customer relationships. The prior years’ distributors were based in New Jersey/New York, North Carolina, Ohio and Florida. As a result of the unprecedented COVID-19 pandemic’s onset in March of 2020, PCT Corp. found itself unable to travel to install Annihilyzer Infection Control Systems into healthcare settings; so, management decided to upfit its Little River, SC facility to produce significantly increased fluid production capacity to 10,000 gallons a day to serve healthcare facilities’ and others’ critical needs for a hospital level, US EPA-registered disinfectant. During 2020, PCT Corp.’s distribution network was vastly expanded throughout the United States, including Puerto Rico, as well as into the United Kingdom. A distributor-focused website was launched (www.pctcorporation.com) to build the company’s Hydrolyte® brand and promote fluid sales. Management expects to addcontinue vetting and adding more strategically located and specific industry-focused distributors throughout the year and inis in negotiations with several potential distributorsentities for certain market segments including regional markets in the southeastern portion of the U.S., Texas, mid-Atlantic region and the Caribbean.segments.

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

Principal Technology:Hydrolyte^®and PCT Catholyte

Paradigm’s generator systemsmake two products in the cleansers, hard-surface sanitizers, and disinfectantscategory:categories:

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

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

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

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

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

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

Production:

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

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

Markets:

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

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

Institutional Facilities: Hospitals, Health Care Facilities &and Schools

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

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

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

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

Agricultural Antimicrobial Pesticide

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

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

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

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

Testing/Research:In the third quarter of 2015,

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

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

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

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

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

In March 2017, the companyCompany began a much larger-scale field trial of our product on a 20-acre plot that has trees showing widespread presence of the disease. We, and our consulting specialist, expect to replicate and to validate previous results and further define the best possible methodology and protocols for effective application of the Hydrolyte^® solution. Because the results of the trial were positive, as expected, management continued to expand its commercial field trial usage of Hydrolyte Green ® with its agriculture distributor and licensee and is gaining valuable research data to be used in further commercialization efforts during 2019:efforts:

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

Oil and Gas Industry

World market prices for oil decreasedhave fluctuated during the past several years in response to increased production coming on line simultaneously with a softening of the growth in demand. The oil and gas industry in the U.S. and elsewhere have experienced unprecedented expansion and prosperity due to an influx of technological advances enabling the discovery and accurate location and identification of significant domestic oil and gas reserves. Advances in drilling technology, fracturing equipment and chemical methodology greatly enhanced recovery rates and revenue growth. This growth surge in supply reduced the United States’ dependency on foreign oil, and, we believe, contributed to lowering the U.S. trade deficit, reducing unemployment rates in oil producing areas, reducing heating and cooling costs, and providing lucrative investment opportunities. However, during 2014 and 2015 the steadily increasing supply of oil on a global scale led to reduced prices and decreased drilling activity in the U.S. From a June 20, 2014 price of $115 per barrel, the price dropped to historic lows below $30 in February 2016. The drop in the market price of oil led to a great reduction in drilling activity causing a corresponding loss of opportunities to sell the company’s products and services in the oil & gas industry. By the end of 2017, the price of oil had recovered to the $50 to $55 range. A stable market in this price range is expected to lead to renewedyears. As opportunities in this industry in 2018. As opportunitiesmarket emerge, we plan to use oil-field service companies to market and distribute our Hydrolyte^® and Catholyte products to their clients/customers. Management is currently seeking an appropriate opportunity to re-enter this market.

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

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

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

We deliveredIn 2019 we put in place a commercial collaboration agreement and sold additional Hydrolyte® large volume order of Hydrolyte® toequipment with a distributor of oilfield chemicals for use by one of its customers during 2018located in Meeker, Oklahoma. Collaboration in oilfield/gas industry testing, along with preliminary conversations and continue to have conversationsobservations about the Cannabis market, regarding models of delivery of the fluids to the oil and gas market. In addition,During 2020, we engaged the consulting services of Pentagon Technical Services led by David Holcomb, PhD, a renowned oil and gas industry expert. Building on laboratory testing, Dr. Holcomb guided the development of protocols for a three- to four-month in-field testing program of PCT Catholyte and other additives to enhance oil production in wells. The in-field testing project was initiated utilizing six (6) test wells in the Grassy Creek oil field located in Deerfield, MO. Four weeks were spent establishing a contract forbaseline of oil production from each well. Initial test results were very encouraging, so the saleCompany determined it needed to further explore the oil to water ratio results in the test wells. Recently, it was concluded that three of the six wells were so damaged that it was unlikely there would be any positive results from the PCT Catholyte treatments. The damage to the wells was due to previous recovery efforts that utilized a large volume piecesuper-heated steam process that increased the number of Hydrolyte® equipment,fractures, which, is being usedwhen combined with the viscosity of oil (16°), created a prohibitive situation wherein primarily waters would “go through.” We continue to perform testing on the remaining three wells and are encouraged by the purchaser for the generationincreasing ratio of Hydrolyte® in specific applications within this market.oil to water.

Marketing, Sales and Distribution of Hydrolyte®

MarketingOnce again, marketing and sales activities were minimalnominal in 2017 but increased during the 2018 year, asfirst half of 2020 while management focused on adapting its business model to meet the final stageclimate created by the worldwide pandemic. A good portion of product development, establishing supply chain agreements, andMarch 2020 was spent building sufficient physical production capacity to meet expected demand. Distributordemand, while developing work flows, shipper relationships and accounting systems to serve fluids customers instead of assembling equipment. New distributor and customer relationships were established through management’s existing contacts and are anticipatedas a result of much of the business world seeking an effective disinfectant to provideprotest themselves during the unprecedented pandemic event. Fluid sales burgeoned, providing a solid base of sales and revenue afterthroughout the first half 2019 launch of this new and expanded stage of operations. Paradigm has agreements with distributors in the Northeast, in Florida and in Ohio with manufacturers’ representative firms and expects to be in full commercial distribution operations in the second half of 2019. Management has additional distribution opportunities under development in multiple markets and intends to more fully expand the distribution network in 2019.2020 year. Management, working with consultants well-known to management, intendscontinues to continue to seek and establish distributor and/or joint venture opportunities and other agreements for the marketing and sales of Paradigm’sPCT Corp.’s products and services.

While a major portion of the sales effort is expectedThe Company began updating marketing materials and websites in order to be provided directly by our internal sales team and distributors, Paradigm intends to put in place its own formal marketing program with expanded participation in industry trade shows, advertising in trade publications, internet marketing and sales support, and an impactful and credible company image, which integrates all products and technologies under one cohesive appearance. All marketing and branding material will incorporatepresent a consistent look and display prominent logo recognition.brand identity.

A direct sales function with clinical expertise is expected to be established to support large customers and pursue promising joint venture opportunities. Paradigm expects to usePCT Corp. uses its production, operations and research and development facility in Little River, South Carolina to display its products and technologies. This will providetechnologies, to produce fluids for shipment, and also established a fluid production depot in Fort Wayne, Indiana during 2020, and is considering strategic assembly capabilities for this facility. The Little River location provides a meeting and demonstration area where working models and simulations will allow first-hand interaction and live demonstrations for interested parties. We may sponsorLittle River hosts on-site visits for training, as well as allowing for research and development to existing installations and technology partner’s facilities. freely occur in a controlled environment.

The Institutional program for HealthcarePCT Corp.’s healthcare sales program has begunbegan with agreements with prospective customers for pilot/demonstration installations at their facilities. It is expected that thefacilities; those pilot installations will bewere completed early in 2019 and the Company has completely moved away from “trial” installations in the second quarter. The pre-deployment preparation has been completed for the first hospital installation in the North Carolina area that is under a system and service agreement that started December 2017 and continued throughout 2018 with three additional contracts within the Healthcare market. The sales pipe line for this market is more complete and wehealthcare industry, as pre-contract trial periods are gleaning solid information and becoming more adept at determining the length of time from inception-to-“contract” within this complex market.no longer necessary.

Production, Assembly and Principal Suppliers

Hydrolyte^®Generation and Equipment Production:Production: Paradigm

PCT Corp. moved into its new operations, research and development and production facility in Little River, South Carolina on December 15, 2016. The research, development and testing spacespaces were suitable and functional as already built. Paradigm’s systems consist of large volume units capable of producing up to 1,000 gallons per day for the Agriculture and Oil & Gas industries. Paradigm’s Annihilyzer Infection Control Systems, which are medium to low volume units, are more suitable for the Healthcare market. Testing and assembly of the large volume systems for the Agriculture and Oil & Gas industries is currently being conducted at the new facility. A new design and layout for a final systems assembly area and an expanded testing area was finalized in January 2018. Since 2019, PCT Corp. has designed and built the following Hydrolyte® generating systems in the Little River facility:

Annihilyzer^®Infection Control Systems Assembly:

Annihilyzer generator systems are testedassembled and assembledtested in Little River and the other outsourced components for the Annihilyzer^® Infection Control SystemSystems are shipped to Werks Manufacturing Inc., in Ft. Wayne, Indiana for final assembly inof the Annihilyzer^® Kiosk and Filling Station cabinet. The Kiosks, Filling Stations and the ESS360 Electrostatic Spray Carts are manufacturedfabricated by Werks, who specializes in manufacturing and fabricating fiberglass products and Kiosks. The Annihilyzer® Station and ESS Cart manufacture and system assemblywhere PCT LTD’s patented RFID technology is performed by Werks on a purchase order basis.inserted, as well.

Competition

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

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

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

Intellectual Property

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

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

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

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

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

On April 12, 2018 the Company entered into a Purchase Agreement with a third partyan agreement to purchase its exclusive rights tothe original US EPA Product Registration NoNo. 83241-1 for a fixed fee.EcaFlo® Anolyte. The Company paid a $5,000 deposit on execution of the agreement and haswith the remaining balance due in increments during the second quarter of 2018 to finalize the agreement. The Company continued to make periodic installment payments forto complete the purchase of this Registration. At December 31,2018,label and, during 2019, sold the Company owed $45,000rights to this registration to a third-party for a price that included the remaining portion of installment payments.the registration that PCTL had not yet paid to the owner, thus completing the transaction and conveying the registration to the new owner.

Research and Development

Paradigm’sPCT Corp.’s research and development costs for the years ended 20182020 and 20172019 were $14,000,$40,429, and $315,385,$6,149, respectively. During that period, Paradigm concludedPCTL continued ongoing research and development testing of the application of the Hydrolyte® technology in the oil and gas industry; as a biocide in institutional facilities, such as, hospitals, jails and medical facilities; and continued in trial tests in agriculture and food processing.

In 2017 Paradigm invested $315,385 in productsResearch and systemsDevelopment is an ongoing process to develop new and more functional designs for the institutional facilities market to supply the 2018 launch. Management estimated that 2018 researchour equipment, specifically Annihilyzer® and development expenditures would be approximately $250,000 to support on-going laboratory and field-trial work in the agricultural sector and continued generator and other equipment and systems engineering and testing for future products. During 2018, we spent significantly less than anticipated. In 2019, we expect to maintain a robust research and development program in agricultural, commercial and industrial opportunities and applications in the foreseeable future as we overcome certain regulatory obstacles.“rack model,” high-volume equipment.

In October 2015, ParadigmSeveral years ago, PCT Corp. entered into an agreement with Florida Pesticide Research, Inc. to conduct agricultural research intended to support an aggressive rollout of tested and certified applications for the treatment and prevention of numerous specific microbial infestations of a wide variety of crops. While company management, technical staff and consultants are confident of Hydrolyte^®’sGreen’s ability to kill virtually anymany damaging microbe, further testing and testing validation is required to determine proper application concentrations, volumes, frequency and delivery techniques (which could be any or all of: root drenching, foliar spray or injection) needed to be most effective and least costly. It also must be demonstrated that the treatment does no harm to the plants or the product to be harvested and that no harmful residual remains in the crop because of the treatment. Management intendscontinues to maintain and expand the testing and demonstration program currently in place over to other crops, as well as to target various additional crop infestation problems for the foreseeable future.

Government Regulations and Compliance with Environmental Laws

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

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

Employees

AsAt the end of the date of this Report, Paradigm has ten2020, PCT Corp. had twelve (12) full-time employees, nothree (3) part-time employees, and various contract consultants who arewere engaged as needed.on a regular basis. Management confers with outside expert consultants, attorneys and accountants as necessary. The company anticipates engaging additional full-time employees in 2019.2021. We anticipate that a portion of employee compensation likely would include direct stock grants, or the right to acquire stock in the company, through an employee stock purchase program, which would dilute the ownership interest of holders of existing shares of our common stock.

ITEM 1A. RISK FACTORS

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

COVID-19

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

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

Risks Related to Our Business

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

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

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

Our overall cash position as of December 31, 20182020 provides limited liquidity to fund day-to-day operations. The Company’s independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern. We may need to seek additional financing or sell our assets to support our continued operations; however, there are no assurances that any such financing or asset sale can be obtained or achieved on commercially reasonable terms, if at all. In view of these conditions, our ability to continue as a going concern depends on our ability to generate sufficient cash flows from our new technology products or to obtain the necessary financing for operations. The outcome of these matters cannot be predicted at this time. The consolidated financial statements for the year ended December 31, 20182020 do not include any adjustment to the amounts and classification of assets and liabilities that might be necessary should we be unable to continue business operations. Any such adjustment could be material.

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

As of December 31, 2018,2020, our consolidated notes payable owingindebtedness was $1,907,011,$2,781,597 (net of discounts), with approximately $826,826 of notes held by$789,214 due to related parties. Our indebtedness could have important consequences, including the following:

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

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

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

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

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

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

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

We have and expect to continue to have substantial working capital needs. Our cash on hand, together with cash generated from product sales, services, cash equivalents and short-term investments will not meet our working capital and capital expenditure requirements for the next twelve months. In fact, we will be required to raise additional funds throughout 20192021 or we will need to limit operations until such time as we can raise substantial funds to meet our working capital needs. In addition, we will need to raise additional funds to fund our operations and implement our growth strategy, or to respond to competitive pressures and/or perceived opportunities, such as investment, acquisition, marketing and development activities.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We may acquire assets or other businesses in the future.

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

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

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

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

• Our management’s attention may be diverted; or

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

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

Risk Related to Our Industries

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

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

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

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

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

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

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

Risks Related to PCT LTD’sPCTL’s Common Stock

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

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

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

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

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

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

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

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

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

• Disclose certain price information about the stock;

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

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

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

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

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

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

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

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

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

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

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

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

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

Our Articles of incorporation authorizes the Board of Directors to issue up to 300,000,0001,000,000,000 shares of common stock and up to 10,000,000 shares of preferred stock.stock, of which we have designated 1,000,000 shares as Series A, 1,000,000 shares as Series B and 5,500,000 shares of Series C.  The power of the Board of Directors to issue shares of common stock, preferred stock or warrants or options to purchase shares of common stock or preferred stock is generally not subject to stockholder approval.  Accordingly, any additional issuance of our common stock, or preferred stock that may be convertible into common stock, may have the effect of diluting your investment. Along these lines, at December 31, 2019 we had approximately 498.9 million shares of common stock outstanding and ended 2020 with approximately 722.4 million shares outstanding, an increase of 1.45 times. In addition, as of April 12, 2021 we had approximately 756.3 million shares outstanding.

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

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

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

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

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

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

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

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

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

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

There are delays in order communication on the OTCBB.OTC Pink.

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

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

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

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

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

Increased dealer compensation could adversely affect our stock price.

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

Additional Risks and Uncertainties

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

On, November 20, 2016, Paradigm signed a 3-yearPCT Corp. was committed to one lease for a 12,000 square foot facilityoffice and production space during 2019, located in Little River, South Carolina, which became effectivehaving moved all office operations from Lenexa, Kansas on December 1, 2016.31, 2017. The South Carolina lease amount iswas $4,800 per month, through November 30, 2019, at which time a new owner purchased the building and the term is three years withCompany went on a month-to-month rental basis. The Company re-negotiated an option for an additional three years. The facility, in Strand Industrial Park at 4235 Commerce Street, houses operations, research and development, production, assembly and testing. All operations for PCT LTD and PCT Corp. are performed fromannual lease on the Little River, SC facility. The originalfacility for $7,500 per month, retroactive to July 1, 2020, which is renewable, at the option of the Company, for an additional four years (with a 2% increase annually) and added a three-year lease hasfor 9,600 s.f. of warehouse space in Fort Wayne, Indiana on November 1, year remaining with the renewal option.2020, for $4,500 per month.

ITEM 3. LEGAL PROCEEDINGS

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

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 law suitcomplaint in the United States District Court for the paymentWestern District of $6,010 to a local Heating, VentilationNorth Carolina (Charlotte Divisions – Civil Action No. 3:20-cv-00287), against Annihilare, Marion E. Paris, Jr. and Air Conditioning Company. We paid $1,000Clay 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 bill for the replacement of an external HVAC, as mandatedintellectual properties. The case settled in our lease for the premises, and we maintain that the remaining portion of the outstanding invoice is due from our Landlord, as per our lease agreement.early 2021.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our operations.

PART II

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

Market Information

 PCT LTD’s common stock is quoted on the OTC Bulletin BoardPink market under the symbol “PCTL” Prior“PCTL.” Our common stock has traded infrequently on the OTC Pink. Which limits our ability to September 15, 2016 there was no trading activity in our common stock. Thelocate accurate high and low bid prices for each quarter during the last two fiscal years. Therefore, the following table representslists the range ofavailable quotations for the high and low tradingclosing prices of our common stock during the years of 2018for fiscal 2019 and 2017 as reported by the OTC Bulletin Board.2020 obtained through Yahoo! Finance. The quotations reflect inter-dealer prices without retail mark-up, markdown, or commissions and may not represent actual transactions.

On April 12, 2019,2021, the closing price of shares of common stock of the Company was $0.14.$0.0215.  However, we consider our common stock to be thinly traded and, as a result, any reported sales prices may not be a true market-based valuation of the common stock.

(b) Holders of Common Stock

We had 207224 stockholders of record as of April 12, 20192021 and 51,643,048756,329,354 shares outstanding.outstanding, which does not include 243,295,646 shares of common stock reserved against default on convertible debt. We have not declared dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future.

(c) Dividends

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

(d) Securities Authorized for Issuance under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

On December 3, 2018October 6, 2020, the Company authorized the issuance of 100,000issued 3,500,000 shares of common stock for proceeds of $70,000, pursuant to a consultant engaged during 2018 for a value of $0.17 per share or $17,000, for the provision of insight and market instruction with regard to the healthcare market. There were no fees or cash involved with this consulting contract that expires on June 4, 2019.

Subsequent Issuances After Year-End

stock subscription agreement.

On January 2, 2019October 7, 2020, the Company entered into a four-year employment agreement with F. Jody Read in his role as Chief Executive Officer. The terms of the contract call for an annual salary of $90,000 for the first year, effective March 1, 2019 and increasing to $120,000 once the Company’s revenue exceeds monthly expenses, then incrementally over time and with certain operational results, up to $200,000/year. The salary may be paid, at the employee’s discretion, either in cash or in common stock. A $1,000 per month allowance will be grantedconsulting agreement. Pursuant to the executive for housing nearagreement, the Company’s South Carolina facility. The employment agreement awards the CEO 1,500,000 restricted shares of the Company’s restricted stock, which shall vest in the following manner: 375,000 shares on March 1, 2019, 375,000 shares on March 1, 2020; 375,000 shares on March 1, 2021 and the final 375,000 shares on March 1, 2022.

On January 28, 2019, the Company agreed to convert $131,327 of principal and interest of the notes payable described in Note 6(f) into 987,421 shares of the Company’s common stock. As of the date of filing the Company had not yet issued the shares.

On March 26, 2019 the Company issued 200,000 shares of common stock to two employees of the Company as compensation in lieu of commission on sales of the Company’s products.

On March 27, 2019, the Company settled a convertible note dated January 15, 2019 with a non-related party, in the combined amount of principal and interest of $539,936 at $0.1525/share of common stock,consultant will provide advisory services for a total conversionperiod of debt into equityfive months in consideration of $539,936 for 3,597,989 restricted5,000,000 shares of common stock. This conversion transaction shall retireThe fair value of the entire notecommon stock was $134,500 of which $75,713 was recognized in consulting expenses for the year ended December 31, 2020, with the remainder as paid in full. The shares have not been issued as of this filing.

prepaid assets for future services.

On March 29, 2019, the Company executedNovember 20, 2020, $16,000 of principal of a settlement agreement with a contractual consultant, UCAP Partners, LLC for the settlement of $25,000 owed to the contractor. The settlement terms include acknowledgement that the Company owes UCAP $25,000 as payment for said services; that UCAP purchased and fully paid for Series A Preferred Stock and Warrants from the Company on December 3, 2018 (100,000 Preferred Series A Shares and 100,000 warrants to purchase common shares at $0.10/share); that the Company shall issue 164,000 shares of its common stock as payment in full for the services rendered on the consulting contract; the Company shall accept UCAP’s conversion and exercise of the purchased 100,000 Preferred Series A sharesconvertible note payable was converted into 100,00016,000,000 shares of the Company’s common stock andas further described in Note 6(bb).

On November 20, 2020, the Company shall accept the cashless conversion of UCAP’s 100,000 warrant into 34,400issued 15,000,000 shares of common stock with a fair value of $309,000 to settle the Company’s restricted common stock;principal, accrued interest, and as inducement for and consideration forpenalties relating to the settlement of the Company’s debt to UCAP,convertible note described in Note 6(ff).

On December 23, 2020, the Company agrees to grant 500,000 additionalissued 2,050,000 shares of the Company’s restricted stock. The Company has not issued any shares with regardcommon stock for proceeds of $20,500, pursuant to the settlement of this debt at the time of this filing.a stock subscription agreement.

Subsequent Share Reservations AfterIssuances after Year-End

FromOn January 15, 2019 through March 13, 2019,4, 2021, the Company has executed eight separateissued 25,000,000 common shares to settle a convertible notes, each requiring specific numbersnote described in Note 6(bb), with a remaining balance of $40,000.

On February 16, 2021, the Company issued 1,803,279 shares of the Company’s common stock to be held in reserve. Assettle $247,270 from a $275,000 note payable dated June 20, 2020, which has a balance of April 12, 2019, there are 44,233,756 shares$331,304, including interest, to the President of the Company’s common stock held in reserve inCompany. The Company also agreed to issue a new note for the eventremaining balance owed to the President of default$84,034. The note will bear interest at 5% per annum and is due on these notes. Additionally, one of the eight convertible notes was issued with 300,000 warrant at $0.20 per share.June 30, 2021.

Subsequent Share Reservations After Year-End

From January 15, 2019 through March 13, 2019,On February 16, 2021, the Company has executed eight separate convertible notes, each requiring specific numbers ofissued 2,663,299 shares of the Company’s common stock to be held in reserve. Assettle a June 20, 2018 note payable of April 12, 2019, there are 44,233,756$380,000 and accrued interest of $77,229 owed to the current COO and Director of the Company.

On February 15, 2021, 40,000 shares of the Company’spreferred series C stock was converted into common stock held in reserve(1 share converts into 100 shares of common stock), resulting in the eventissuance of default on these notes.4,000,000 shares of common stock.

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

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

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

Issuer Purchase of Securities

We did not repurchase any of our equity securities during the year ended December 31, 2018.2020.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable to smaller reporting companies.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Overview

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

PCT LTD had not recorded revenues for the two fiscal years prior to its acquisition of ParadigmPCT Corp. and was dependent upon financing to continue basic operations. ParadigmPCT Corp. has recorded revenue since it initiated operations in 2012; however, those revenues have not been sufficient to finance operations, recording annual net losses of $3,182,483$3,812,045 (restated) and $2,721,536$16,578,564 for the years ended December 31, 20182020 and 2017.2019, respectively.

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

The expected costs for the next twelve months include:

Management projects these costs to total approximately $2,500,000.$3,500,000. To minimize these costs, the Company intends to maintain its practice of controlling operating overheads with efficient facilities commitments, generally below market salaries and consulting fees, and rigorous prioritization of expenditure requirements. Based on its understanding of the commercial readiness of its products and technologies, the capabilities of its personnel (current and being hired), established business relationships and the general market conditions, management believes that the Company expects to be at or close to profitabilitycovering its fixed operating expenses (“burn rate”) by the end of the thirdsecond quarter of 2019.2021.

Liquidity and Capital Resources

The Company recorded a net loss of $3,182,483$3,812,045 (restated) and had a working capital deficit of $1,606,592$10,153,480 (restated) for the year ended December 31, 2018.2020. We have recorded a relatively small amount ofsignificant incremental increases in revenues from operations since inception and we have not established anare establishing ongoing source of revenue sufficient to cover our operating costs. During 20182020 and 20172019 the Company has relied on raising equity capital and borrowing from stockholders and third parties to fund its ongoing day-to-day operations and its corporate overhead. As December 31, 20182020 we had $4,893$115,196 in cash compared to $7,838$67,613 in cash at December 31, 2017.2019. We had total liabilities of $3,141,401$11,038,156 (restated) at December 31, 20182020 compared to $1,456,198$14,290,486 at December 31, 2017.2019.

Total assets increased by $92,807$259,835 to $4,634,610 at December 31, 20182020 compared to $4,374,775 at December 31, 2017.2019. This increase is primarily from increases in accounts receivable, prepaid expenses and right of use assets. This was offset by depreciation and amortization recorded on intangible assets and property and equipment to $499,972 (net of depreciation) acquired during the year ended December 31, 2018, and prepaid expenses which increased to $218,494 which increased as a result of shares issued for prepaid consulting services.2020.

Total liabilities increaseddecreased by $1,685,203$3,252,330 to $11,038,156 (restated) at December 31, 20182020 compared to $14,290,486 at December 31, 2017.2019. This increasedecrease is primarily comprised of additions to convertible notes (net of discount) of $553,814 notes payable (net of discount) of approximately $526,371,from a decrease in derivative liabilities of $322,976, preferred stock liability of $144,352 and to accounts payable and accrued liabilities of approximately $445,081 related to administrative and professional services during the year ended December 31, 2018.$3,415,072.

Our current cash flow is not sufficient to meet our monthly expenses of approximately $210,000$280,000 and to fund future research and development. We intend to rely on additional debt financing, loans from existing shareholders and private placements of commoncommon/preferred stock for additional funding; however, there is no assurance that additional funding will be available. We do not have material commitments for future capital expenditures. However, we cannot assure that we will be able to obtain short-term financing, or that sources of such financing, if any, will continue to be available, and if available, that they will be on favorable terms.

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

The table below presents information regarding cash flows:

Commitments and Obligations

At December 31, 20182020 the Company recorded notes payable (related and non-related party) totaling approximately $1,353,197 (net$2,781,597 (related, non-related and convertible, net of debt discount) compared to notes payable totaling $1,134,217 (net$2,482,743 (related, non-related and convertible, net of debt discount) at December 31, 2017.2019. These notes payable represent cash advances received and expenses paid from third parties and related parties. All of theThe notes payable are non-collateralized, carry an effective interest rate from 0% to 13%210% and are due ranging from on demand to January 2, 2020.March 21, 2022.

At December 31, 2018 the Company recorded convertible notes payable totaling approximately $553,814 (net of debt discount) comparedPCT Corp. was committed to convertible notes payable totaling $0 at December 31, 2017. These notes payable represent cash advances receivedone lease for office and expenses paid from third parties and related parties. All of the convertible notes payable are non-collateralized, carry interest from 5% to 12% and are due ranging from June 5,production space during 2019, to March 31, 2021.

In 2017, we elected to centralize our headquarters and operationslocated in South Carolina, moving all office operations on December 31, 2017 from Lenexa, Kansas toLittle River, South Carolina. The South Carolina lease amounts toamount was $4,800 per month, expires onthrough November 30, 2019, at which time a new owner purchased the building and includesthe Company went on a month-to-month rental basis. The Company re-negotiated an annual lease on the Little River, SC facility for $7,500 per month, retroactive to July 1, 2020, which, at the option to renewof the Company, is renewable for twoan additional four years (with a 2% increase annually) and added a three-year periods. We arelease for 9,600 s.f. of warehouse space in arrears in our lease paymentFort Wayne, Indiana on November 1, 2020, for this location but have a verbal arrangement with our landlord for making additional payments during 2019 in order to become current.$4,500 per month.

Results of Operations

     Revenues increased to $266,122$2,519,914 for the year ended December 31, 20182020 compared to $123,105$708,405 for the year ended December 31, 2017.2019. The revenue increases for 20182020 were due to the increased volume of fluids sold during the COVID-19 pandemic, the sale of a piece of fluid producing equipment, licensing revenue from EPA sub registration,registrations, and placing equipment under the Company’s 2-year2- and 3-year Systems Service Agreements (“leases”).during the year.

Total operating expenses increased to $2,934,065$3,921,143 for the 20182020 year compared to $2,392,007$2,390,341 for the 20172019 year. The total operating expense increasesincrease for 2018 were2020 was due to an increase in operations fromgeneral and administrative expenses and an increase in cost of sales. Cost of sales increased as a result of increased revenue, revenue costs, and increased stock-based compensation.sales in 2020 over 2019.

General and administrative expenses increased to $2,509,924$2,485,379 for the 20182020 year compared to $1,745,792$1,922,941 for the 20172019 year. GeneralThe increase in general and administrative expense increases for 2018 were2020 was mainly due to an increase in operations from a result of increased revenue, contract servicesmore personnel, leased facilities, and increased stock-based compensation.higher accounting and legal expense.

Research and development expenses decreasedincreased to $14,000$40,429 for the 20182020 year compared to $315,385$6,149 for the 20172019 year. Research and development expenses decreased for 2018 duewere expected to completionbe higher in 2020, as the Company continued to develop next generations model(s) of a small portion of testing of the application of the Hydrolyte® technology in the oilits Annihilyzer® and gas industry and as a biocide in institutional facilities, such as, hospitals, jails and medical facilities; and less cost associated with research and development in the agricultural market.other equipment.

Depreciation and amortization expenses increased to $336,708$348,708 for the 20182020 year compared to $291,590$338,028 for the 20172019 year. Depreciation and amortization expenses increased in 2018 due to placing equipment into service duringwere comparable for the year and amortization of new intangible assets.two years.

Total other expenses increaseddecreased to $514,540$2,410,816 (restated) for the 20182020 year compared to $452,634$14,896,628 for the 20172019 year. The overall increasedecrease was a result ofmainly from an increase in interest expense, lossgain on change in fair valuesettlement of derivatives and loss on change in fair valuedebt of preferred stock liabilities. This was offset by a decrease in other expense. Interest expense and other expense increased in 2018 as there was an increase in notes payable outstanding accruing interest during 2018. The loss on change in fair value of derivatives was the result of the Company issuing notes with conversion features that required bifurcation for the first time in 201812,020,966 (restated).

As a result of the changes described above, the net loss increaseddecreased to $3,182,483$3,812,045 (restated) for the 20182020 year compared to $2,721,536$16,578,564 for the 20172019 year.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

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

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

The Company believes the following accounting policies are critical:

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

Derivative and Preferred Stock Liabilities

The Company accounts for derivative instruments in accordance with ASC Topic 815, “Derivatives and Hedging” and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads, relying first on observable data from active markets. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. As of December 31, 2018, and December 31, 2017, the Company had a $322,976 and $0 derivative liability, respectively and preferred stock liabilities of $144,352 and $0, respectively.

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

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.

Impairment of Long-lived Assets – The carrying values of the Company’s long-lived assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the fair value. Under similar analysis no impairment was recorded during the years ended December 31, 2018 and 2017.

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 years ended December 31, 2018 and 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 a process is completed and the process has been determined to be commercially viable.

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

The Company has the following three revenue streams:

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

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

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

The Company has disclosed disaggregated revenue via revenue stream on the face of the statement of operations. The Company did not have any contract assets or liabilities at December 31, 2018.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

PCT LTD

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of PCT LTD:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of PCT LTD (“("the Company”Company") as of December 31, 20182020 and 2017,2019, the related consolidated statements of operations, stockholders’ equity,stockholders' deficit, and cash flows for each of the years in the two-year period ended December 31, 20182020 and the related notes (collectively referred to as the “financial statements”"financial statements"). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20182020 and 2017,2019, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2018,2020, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 15 to the consolidated financial statements, the consolidated financial statements for the year ended December 31, 2020 have been restated

Explanatory Paragraph Regarding Going Concern

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

Basis for Opinion

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

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

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

Critical Audit Matters

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

Determination and Valuation of Derivative Liabilities

Critical Audit Matter Description

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

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

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures included the following, among others:

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

/s/ Sadler, Gibb & Associates, LLC

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

Salt Lake City,Draper, UT

April 13, 2021, except for Notes 7, 10 and 15 2019as to which the date is September 9, 2021

PCT LTD

Consolidated Balance Sheets

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

PCT LTD

Consolidated Statements of Operations

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

PCT LTD

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

PCT LTD

Consolidated Statements of Stockholders’ Deficit

For the years ended December 31, 2020 and 2019

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

PCT LTD

Consolidated Statements of Cash Flows

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

PCT LTD

Consolidated Statements of Cash FlowsNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2020 AND 2019

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

NOTE 1–NATURE1. BASIS OF BUSINESSPRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations –

PCT LtdLTD (formerly Bingham Canyon Corporation, (the “Company”“Company,” “PCT LTD,” or “Bingham”), a Delaware corporation, (formerly Bingham Canyon Corporation) was formed on AugustFebruary 27, 1986. The Company changed its domicile to Nevada on August 26, 1999.1998. The Company acquires, develops and provides sustainable, environmentally safe disinfecting, cleaning and tracking technologies. The Company specializes in providing cleaning, sanitizing and disinfectant fluid solutions and fluid-generating equipment that creates environmentally safe solutions for global sustainability.

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

PCT Corp.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 namesname to Paradigm Convergence Technologies Corp. PCT Corp.Paradigm is a technology licensing OEM and sales/leasing company specializing in environmentally-responsibleenvironmentally safe solutions for global sustainability. PCT LTD, the publicThe company and “parent” of PCT Corp. holds a United States Patent No. 9,679,170 B2 with a recently granted Canadian Allowance, as well as owning future and pending international patent(s) (response to examiners comments in process),patent, intellectual property and/or distribution rights to innovative products and technologies. PCT Corp.Paradigm provides innovative products and technologies for eliminating bacterialbiocidal contamination in healthcare facilities, the agricultural marketfrom water supplies, industrial fluids, hard surfaces, food-processing equipment and in the oil & gas industry. PCT Corp.’smedical devices. Paradigm’s overall strategy is to design, assemble, market sell and/or lease equipment, fluids and proprietary “certifications” of itsnew products and technologies. PCT Corp., utilizestechnologies through the use of equipment leasing, program (“System Service Agreements”), joint ventures, licensing, distributor agreements and partnerships.

Effective on February 29, 2018, the Company changed its name from Bingham Canyon Corporation to PCT LTD to more accurately identify the Company’s direction and to develop the complimentarycomplementary relationship and association with its wholly-ownedwholly owned operating company, PCTParadigm Convergence Technologies Corporation (“Paradigm” or “PCT Corp.”).

Principles of ConsolidationsConsolidation –

The accompanying consolidated financial statements include the accounts of PCT LTD (“Parent”) and PCT Corp.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. There wasThe cash of $4,893$115,196 and $7,838 at$67,613 as of December 31, 20182020 and 2017, respectively.December 31, 2019, respectively, represents cash on deposit in various bank accounts. There were no cash equivalents atas of December 31, 20182020 and December 31, 2017 respectively.2019.

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: 

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. There were no financial assets or liabilities that are measured at fair value on a recurring basis as of December 31, 2017.

Derivative liabilities and preferred stock liabilities are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. There were no transfers into or out of “Level 3” during the years ended December 31, 2018 and 2017. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Our financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2018,2020, consisted of the following:

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

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

Derivative and Preferred Stock Liabilities

The Company accounts for derivative instruments in accordance with ASC Topic 815, “Derivatives and Hedging” and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads, relying first on observable data from active markets. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. As of December 31, 2018,2020, and December 31, 2017,2019, the Company had a $322,976$7,102,801 (restated) and $0$10,517,873 derivative liability, respectively and preferred stock liabilities of $144,352 and $0, respectively.

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

Sequencing Policy

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

Accounts Receivable –

Trade accounts receivable are recorded at the time product is shipped or services are provided including any shipping and handling fees. The Company provided allowances for uncollectible accounts receivable equal to the estimated collection losses that will be incurred in collection of all receivables. Accounts receivable is periodically evaluated for collectability basesbasis 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 $0$61,825 and $12,000 for the years ending$16,250 at December 31, 20182020 and 2017,December 31, 2019, respectively.

Inventories –

Inventories are stated at the lower of cost or market. Cost is determined by using the first in, first out (FIFO) method. We record the value of our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand, future pricing and market conditions. As of December 31, 2018,2020 and 2017,December 31, 2019, the inventory consisted of parts for equipment sold as replacement parts to existing customers or sold to new customers. The Company has recorded a reserve allowance of $0 and $0 for the years endedas of December 31, 20182020 and 2017,December 31, 2019, respectively. The Company wrote off the inventory previously reserved against during 2017. The Company has determined that some of the supplies inventory is necessary to be placed into service, after assembly into equipment to be used in product manufacturing and classified as MachinesMachinery and Equipment. The balance at December 31, 20182020 and 2017December 31, 2019 of such supplies and equipment not yet placed in service amounted to $319,735$32,580 and $269,382,$321,565, respectively. During the 4^th quarter of 2017, management determined that $193,344 of supplies inventory as of the 3^rd quarter of 2017 be reclassified to property and equipment.

Property and Equipment–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 companyCompany 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.

Impairment of Long-lived Assets –

The carrying values of the Company’s long-lived assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the fair value. Under similar analysis noAn impairment charge is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair value of the long-lived assets as determined by projected discounted net future cashflows. The recorded impairment expense was recorded during$0 for the years ended December 31, 20182020 and 2017.December 31, 2019, respectively.

Intangible Assets –

Costs to obtain or develop patents are capitalized and amortized over the remaining life of the patents, and technology rights are amortized over their estimated useful lives. The Company currently has the right to several patents and proprietary technology.  Patents and technology are amortized from the date the Company acquires or is awarded the patent or technology right over their estimated useful lives, which range from 1 to 15 years.  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 years ended December 31, 2018 and 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 a process is completed and the process has been determined to be commercially viable.

Leases

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

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