Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 17, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | PCT LTD | ||
Entity Central Index Key | 1,119,897 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 42,501,759 | ||
Entity Common Stock, Shares Outstanding | 43,409,238 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | $ 7,838 | $ 21,078 |
Accounts receivable, net | 12,637 | 4,018 |
Inventory | 10,526 | 42,706 |
Prepaid expenses | 7,210 | 7,152 |
Other Assets | 2,110 | 77,543 |
Total current assets | 40,321 | 152,497 |
FIXED ASSETS | ||
Property and equipment, net | 383,254 | 78,250 |
OTHER ASSETS | ||
Intangible assets, net | 4,325,107 | 42,857 |
Deposits | 5,499 | 5,250 |
Total other assets | 4,330,606 | 48,107 |
TOTAL ASSETS | 4,754,181 | 278,854 |
CURRENT LIABILITIES | ||
Accounts payable | 134,613 | 52,144 |
Accrued expenses - related party | 14,250 | 2,486 |
Accrued expenses | 173,118 | 12,955 |
Notes payable - related party | 833,000 | 358,802 |
Current portion of notes payable, net | 301,217 | |
Total current liabilities | 1,456,198 | 426,387 |
LONG TERM LIABILITIES | ||
Notes payable, net of current portion | 129,451 | |
TOTAL LIABILITIES | 1,456,198 | 555,838 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, $0.001 par value; 10,000,000 authorized; Nil issued and outstanding at December 31, 2017 and December 31, 2016, respectively | ||
Common stock, $.001 par value; 300,000,000 shares authorized; 41,179,238 and 37,117,572 issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 41,180 | 37,118 |
Additional paid-in capital | 10,001,323 | 3,708,882 |
Accumulated deficit | (6,744,520) | (4,022,984) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 3,297,983 | (276,984) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 4,754,181 | $ 278,854 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 100,000,000 |
Common stock, shares issued | 41,179,238 | 37,117,572 |
Common stock, shares outstanding | 41,179,238 | 37,117,572 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
REVENUES | ||
Product | $ 92,605 | $ 113,387 |
Licensing | 20,500 | |
Equipment leases | 10,000 | |
Total revenue | 123,105 | 113,387 |
OPERATING EXPENSES | ||
General and administrative | 1,745,792 | 774,476 |
Research and development | 315,385 | 147,917 |
Costs of product, licensing and equipment leases | 39,240 | 98,663 |
Depreciation and amortization | 291,590 | 37,996 |
Total operating expenses | 2,392,007 | 1,059,052 |
Loss from operations | (2,268,902) | (945,665) |
OTHER EXPENSES | ||
Interest expense | (81,201) | (48,060) |
Loss on settlement of debt | (1,255,928) | |
Other expense | (371,433) | |
Total other expenses | (452,634) | (1,303,988) |
Loss from operations before Income taxes | (2,721,536) | (2,249,653) |
Income taxes | ||
NET LOSS | $ (2,721,536) | $ (2,249,653) |
Basic and diluted net loss per share | $ (0.07) | $ (0.10) |
Basic and diluted weighted average shares outstanding | 39,430,536 | 22,951,766 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2015 | 15,553,125 | |||
Beginning balance, amount at Dec. 31, 2015 | $ 15,553 | $ 1,765,251 | $ (1,773,331) | $ 7,473 |
Common stock issued for cash, shares | 762,500 | |||
Common stock issued for cash, amount | $ 763 | 394,237 | 395,000 | |
Common stock issued for services, shares | 150,000 | |||
Common stock issues for services, amount | $ 150 | 19,850 | 20,000 | |
Common stock issued for conversion of debt, shares | 375,000 | |||
Common stock issued for conversion of debt, amount | $ 375 | 49,625 | 50,000 | |
Common stock issued in settlement of debt, shares | 1,126,947 | |||
Common stock issued in settlement of debt, amount | $ 1,127 | 1,707,906 | 1,709,033 | |
Common stock issued in share exchange agreement, shares | 19,150,000 | |||
Common stock issued in share exchange agreement, amount | $ 19,150 | (276,690) | (257,540) | |
Common stock issued for other expenses, amount | ||||
Stock-based compensation | 48,703 | 48,703 | ||
Net loss | (2,249,653) | (2,249,653) | ||
Ending balance, shares at Dec. 31, 2016 | 37,117,572 | |||
Ending balance, amount at Dec. 31, 2016 | $ 37,118 | 3,708,882 | (4,022,984) | $ (276,984) |
Common stock issued for cash, shares | 1,474,000 | 1,474,000 | ||
Common stock issued for cash, amount | $ 1,474 | 1,088,526 | $ 1,090,000 | |
Common stock issues for services, amount | ||||
Common stock issued in settlement of debt, amount | ||||
Common stock issued for intellectual property, shares | 2,250,000 | |||
Common stock issued for intellectual property, amount | $ 2,250 | 4,402,800 | 4,405,000 | |
Common stock issued for other expenses, shares | 337,666 | |||
Common stock issued for other expenses, amount | $ 338 | 371,095 | 371,433 | |
Stock-based compensation | 430,020 | 430,020 | ||
Net loss | (2,721,536) | (2,721,536) | ||
Ending balance, shares at Dec. 31, 2017 | 41,179,238 | |||
Ending balance, amount at Dec. 31, 2017 | $ 41,180 | $ 10,001,323 | $ (6,744,520) | $ 3,297,983 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash Flows from Operating Activities | ||
Net loss | $ (2,721,536) | $ (2,249,653) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 291,590 | 38,518 |
Amortization of debt discount | 14,266 | 9,964 |
Bad debt expense | 12,000 | |
Common stock issued for services | 20,000 | |
Stock-based compensation | 430,020 | 48,703 |
Common stock issued for other expense | 371,433 | |
Loss on settlement of debt | 1,255,928 | |
Expenses paid on behalf of Company | 14,722 | 10,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (8,619) | (15,957) |
Inventory | (161,164) | 25,859 |
Prepaid expenses | (58) | 2,902 |
Deposits | 75,184 | (61,343) |
Accounts payable | 84,316 | 5,420 |
Accrued expenses | 176,660 | 14,783 |
Deferred revenue | (1,398) | |
Net cash used in operating activities | (1,433,186) | (884,274) |
Cash Flows from Investing Activities | ||
Purchase of fixed assets | (132,297) | (12,372) |
Purchase of intangible assets | (150,000) | (50,000) |
Net cash used in investing activities | (282,297) | (62,372) |
Cash Flows from Financing Activities | ||
Proceeds from notes payable - related parties | 530,500 | 509,000 |
Proceeds from notes payable | 262,500 | 125,738 |
Repayment of notes payable - related parties | (55,722) | (104,500) |
Repayment of notes payable | (125,035) | |
Proceeds from common stock issued for cash | 1,090,000 | 395,000 |
Net cash provided by financing activities | 1,702,243 | 925,238 |
Net change in cash | (13,240) | (21,408) |
Cash and cash equivalents at beginning of period | 21,078 | 42,486 |
Cash and cash equivalents at end of period | 7,838 | 21,078 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 33,389 | 19,914 |
Cash paid for Income taxes | ||
Non-Cash Investing and Financing Activities: | ||
Common stock issued in conversion of debt | 50,000 | |
Net liabilities assumed in share exchange agreement | 276,690 | |
Common stock issued settlement of debt | 1,709,033 | |
Debt issuance costs | 29,079 | |
Common stock issued for intellectual property | 4,405,050 | |
Modification of notes payable | 4,535 | |
Modification of notes payable - related party | 198 | |
Inventory reclassified as equipment not yet in service | $ 193,344 |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – Nature of Operations – PCT Ltd (formerly Bingham Canyon Corporation (the “Company” or “Bingham”), a Delaware corporation, was formed on August 27, 1986. Bingham changed its domicile to Nevada on August 26, 1999. On August 31, 2016, the Company entered into a Securities Exchange Agreement with Paradigm Convergence Technologies Corporation (“Paradigm”) to affect the acquisition of Paradigm as a wholly-owned subsidiary. Under the terms of the agreement, Bingham issued 16,790,625 restricted common shares of Bingham stock to the shareholders of Paradigm in exchange for all 22,387,500 outstanding common shares of Paradigm stock. In addition, Bingham issued options exercisable into 2,040,000 shares of the Bingham’s common stock (with exercise prices ranging between $0.133 and $0.333) in exchange for 2,720,000 outstanding Paradigm stock options (with exercise prices ranging between $0.10 and $0.25). These 2,040,000 options have been adjusted at the same exchange rate of 75% that the outstanding common shares were exchanged. As a result of this share exchange agreement, Paradigm, the operating company, is considered the accounting acquirer. Paradigm is located in Little River, SC and was formed June 6, 2012 under the name of EUR-ECA, Ltd. On September 11, 2015, its Board of Directors authorized EUR-ECA Ltd to file with the Nevada Secretary of State to change its name to Paradigm Convergence Technologies Corp. Paradigm is a technology licensing company specializing in environmentally safe solutions for global sustainability. The company holds a patent, intellectual property and/or distribution rights to innovative products and technologies. Paradigm provides innovative products and technologies for eliminating biocidal contamination from water supplies, industrial fluids, hard surfaces, food processing equipment, and medical devices. Paradigm’s overall strategy is to market new products and technologies through the use of equipment leasing, joint ventures, licensing, distributor agreements and partnerships. 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 complimentary relationship and association with its wholly-owned operating company, Paradigm Convergence Technologies Corporation (“Paradigm” and/or “PCT Corp.”). Principles of Consolidations Use of Estimates – Cash and Cash Equivalents – Fair Value Measurements “Fair Value Measurements and Disclosures,” • Level 1 • Level 2 • Level 3 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 and 2016, respectively. Accounts Receivable – Inventories – th rd Property and Equipment– Impairment of Long-lived Assets Intangible Assets Research and Development Revenue Recognition – Basic and Diluted Loss Per Share – Reclassification – Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, “Intangible, Goodwill & Other.” ASU 2017-04 simplifies how all entities assess impairment by implementing a one-step test. As amended, the impairment test will compare the fair value with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds fair value. The Company adopted ASU 2017-04 effective January 1, 2017. ASU 2017-04 has no material effect in the Company’s financial statements. The Company has reviewed the FASB ASU 2014-09 “Topic 606 Revenue Recognition from Contracts with Customers,” originally issued on May 28, 2014, which the FASB has issued a few clarifying ASU’s regarding this update. The standard was effective for public companies with annual periods beginning after December 15, 2017. We have begun evaluating the impact this standard will have on our revenue recognition and we do not believe it will have a material impact on our business. The new standard requires companies to identify contracts with customers, performance obligations within those contracts, and the transaction price. The Company will continue to monitor its placement of equipment at customers’ locations to ensure compliance with the definition of this accounting pronouncement. The Company has reviewed all other FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter the previous GAAP and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – Going Concern The accompanying audited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has limited assets, has incurred losses since inception of $6,744,520 and has negative cash flows from operations. As of December 31, 2017, the Company had a working capital deficit of $1,415,877, as compared to $273,890 at December 31, 2016. The Company has relied on raising debt and equity capital in order to fund its ongoing day-to-day operations and its corporate overhead. The Company will require additional working capital from either cash flow from operations, from debt or equity financing, or from a combination of these sources. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 3 – There was no provision for, or benefit from, income tax during the years ended December 31, 2017 and 2016 respectively. The components of the net deferred tax asset as of December 31, 2017, and 2016: December 31, 2017 2016 Net operating loss carry forwards $ 2,293,137 $ 1,367,815 Stock/options issued for services $ (74,875 ) $ (74,875 ) Stock/option issued for acquisitions $ (162,766 ) $ (16,559 ) Contributed services $ (126,287 ) $ — Depreciation & amortization $ (142,563 ) $ (43,423 ) Meals & Entertainment $ (338 ) $ (131 ) Valuation allowance $ (1,786,307 ) $ (1,232,827 ) Federal and state net operating loss carry forwards at December 31, 2017 were $5,253,845. The net operating loss carry forwards expire between 2033 and 2037. The following is a reconciliation of the amount of benefit that would result from applying the federal statutory rate to pretax loss with the provision for income taxes for the years ended December 31, 2017 and 2016, respectively : For the Years Ended December 31, 2017 2016 Book income (loss) from operations $ (925,322 ) $ (764,882 ) Stock/options issued for services $ — $ 6,800 Stock/options issued for acquisition $ 146,207 16,559 Contributed services $ 126,287 $ — Depreciation & Amortization $ 99,141 13,096 Meals & Entertainment $ 208 $ 131 Change in valuation allowance $ 553,480 728,296 Provision for Income Taxes $ — $ — In June 2006, FASB issued FASB ASC 740-10-05-6. The Company adopted FASB ASC 740-10-05-6 on January 1, 2013. Under FASB ASC 740-10-05-6, tax benefits are recognized only for the tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the company's tax return that do not meet these recognition and measurement standards. Upon the adoption of FASB ASC 740-10-05-6, the Company had no liabilities for unrecognized tax benefits and, as such, the adoption had no impact on its financial statements, and the Company has recorded no additional interest or penalties. The Adoption of FASB ASC 740-10-05-6 did not impact the Company's effective tax rates. The Company's policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits with the income tax expense. For the years ended December 31, 2017, and 2016, the Company did not recognize any interest or penalties in its Statement of Operations, nor did it have any interest or penalties accrued in its Balance Sheet at December 31, 2017 and 2016 relating to unrecognized benefits. The tax years 2017 and 2016 remain open to examination for federal income tax purposes and by other major taxing jurisdictions to which the Company is subject. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Depreciation is computed using the straight-line method and is recognized over the estimated useful lives of the property and equipment, which range from 3 to 7 years once placed into service. Depreciation expense does not begin until documentation of equipment placed in service is provided. Machinery and leased equipment is not intended to be sold to the customer at the end of the lease term. Depreciation expense was $18,790 for the year ended December 31, 2017, of which $12,191 relates to product costs and $422 relates to leased equipment costs. No impairment was recognized during the twelve months ended December 31, 2017. Property and equipment at December 31, 2017 and 2016 consisted of the following: December 31, 2017 2016 Machinery and leased equipment $ 129,076 $ 85,336 Machinery and equipment not yet in service 278,079 — Office equipment and furniture 20,064 17,765 Website 2,760 3,228 Leasehold improvements — 2,400 Total Property and equipment $ 429,979 $ 108,729 Less: Accumulated depreciation (46,725 ) (30,479 ) Property and equipment, net $ 383,254 $ 78,250 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS Amortization is computed using the straight-line method and is recognized over the estimated useful lives of the intangible assets, which range from 1 to 15 years. Amortization expense was $272,800 for the year ended December 31, 2017, of which $13,681 relates to product costs, $3,029 relates to licensing costs and 1,477 relates to leased equipment costs. No impairment was recognized during the twelve months ended December 31, 2017. Intangible assets at December 31, 2017 and 2016 consisted of the following: The components of intangible assets at December 31, 2017 and December 31, 2016 were as follows: December 31, 2017 December 31, 2016 Patents $ 4,505,489 $ 100,439 Technology rights 200,000 50,000 Intangibles, at Cost 4,705,489 150,439 Less Accumulated Amortization (380,382 ) (107,582 ) Net Carrying Amount $ 4,325,107 $ 42,857 On March 10, 2017, the Company entered into a three-year Efficacy Test Data License Agreement and Efficacy Test Data Assignment Agreement (the “Agreement”) with a third party for $25,000. Under the Agreement, the Company can use certain Efficacy Test Data and purchases the rights to other Efficacy Test Data to be added to its EPA Registration number 83241-4. The Company paid $25,000 for the use of certain Efficacy Test Data and purchase of other Efficacy Test Data. 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, the Company acquired intangible assets by issuing 2,250,000 shares of common stock at a deemed value of $1.96 per share ($4,405,050) to Annihilyzer Inc. in order to close on the amended agreement dated April 6, 2017. Pursuant to the terms of the Agreement, as amended, the Company acquired an Annihilyzer patent and all associated intellectual property. In addition, Paradigm granted Annihilyzer Inc, a three-year license and sub-registration under Paradigm’s EPA Product Registration #82341-4. Annihilyzer, Inc. had no activity under this sub-registration agreement as of December 31, 2017 . |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 6 – NOTES PAYABLE Type Original Amount Issuance Date Maturity Date Interest Rate Balance 12/31/2017 Balance 12/31/2016 Notes Payable $ 25,000 12/10/2015 6/10/2016 5.0 % $ — $ 8,000 Notes Payable 7,500 3/11/2016 9/11/2016 5.0 % — 7,500 Notes Payable, Related Party 297,500 4/11/2016 11/30/2017 5.0 % — 293,302 Notes Payable 150,000 5/18/2016 6/1/2018 13.0 % 150,000 150,000 Notes Payable, Related Party 50,000 10/18/2016 8/18/2017 5.0 % 50,000 50,000 Notes Payable, Related Party 293,302 1/1/2017 1/1/2018 3.5 % — — Notes Payable, Related Party 25,000 4/12/2017 10/12/2017 5.0 % 25,000 — Notes Payable, Related Party 25,000 4/27/2017 4/27/2018 3.0 % 17,500 — Notes Payable 25,000 5/8/2017 10/10/2017 0.0 % 25,000 — Notes Payable, Related Party 15,000 5/15/2017 5/15/2018 5.0 % 15,000 — Notes Payable 125,000 5/15/2017 8/31/2017 10.0 % — — Notes Payable, Related Party 10,000 6/12/2017 6/12/2018 3.0 % 10,000 — Notes Payable, Related Party 25,000 6/13/2017 7/31/2017 3.0 % — — Notes Payable, Related Party 112 7/1/2017 6/30/2018 3.0 % — — Notes Payable, Related Party 5,500 7/3/2017 6/30/2018 3.0 % 5,500 — Notes Payable 25,000 7/3/2017 8/31/2017 8.0 % — — Notes Payable, Related Party 2,000 7/5/2017 6/30/2018 3.0 % 2,000 — Notes Payable, Related Party 3,000 7/6/2017 6/30/2018 3.0 % 3,000 — Notes Payable, Related Party 2,500 7/10/2017 6/30/2018 3.0 % 2,500 — Notes Payable, Related Party 2,500 7/12/2017 6/30/2018 3.0 % 2,500 — Notes Payable, Related Party 25,000 7/13/2017 6/30/2018 3.0 % 25,000 — Notes Payable 10,000 7/14/2017 8/31/2017 8.0 % — — Notes Payable, Related Party 25,000 7/25/2017 9/25/2017 5.0 % 25,000 — Notes Payable, Related Party 5,000 8/14/2017 6/30/2018 3.0 % 5,000 — Notes Payable, Related Party 50,000 8/25/2017 10/1/2018 7.5 % — — Notes Payable 15,000 8/30/2017 9/1/2017 8.0 % — — Notes Payable, Related Party 200,000 8/31/2017 10/1/2018 7.5 % — — Notes Payable 50,000 9/1/2017 12/31/2017 8.0 % 50,000 — Notes Payable, Related Party 275,000 9/27/2017 10/1/2018 7.5 % 275,000 — Notes Payable 25,000 9/27/2017 12/31/2017 8.0 % 25,000 — Notes Payable 37,500 10/11/2017 10/11/2018 8.0 % 37,500 — Notes Payable, Related Party 20,000 10/24/2017 4/24/2018 5.0 % 20,000 — Notes Payable, Related Party 250,000 11/15/2017 12/15/2018 1.0 % 250,000 — Notes Payable, Related Party 100,000 11/15/2017 10/1/2018 7.5 % 100,000 — Notes Payable 56,000 12/1/2017 1/10/2018 8.0 % 20,000 — Subtotal 1,140,500 508,802 Debt Discount (6,283 ) (20,549 ) Total Notes Payable, net $ 1,134,217 $ 488,253 Notes Payable On May 15, 2017, the Company entered into a 45-day promissory note for $125,000 with an unrelated individual. The note is secured personally by the CEO of the Company and bears an interest rate of 10% per annum and a default rate of 16%. On December 1, 2017, the Company modified and consolidated the remaining balance and accrued interest of this outstanding promissory note and entered into a new promissory note, with the same party, totaling $56,000. The new note bears an interest rate of 8% per annum and is due on January 10, 2018. As of December 31, 2017, the note had a remaining balance of $20,000. On May 8, 2017, the Company entered into a loan agreement for $25,000 with an unrelated individual. The note was due on July 10, 2017. The note bears interest expense of $2,500. During Q3 of 2017 the Company extended his note to October 10, 2017 and added an additional 2,500 of interest. As of December 31, 2017, the note had a remaining balance of $25,000 and is currently in default. From July 3, 2017 through August 30, 2017, the Company entered into three promissory notes totaling $50,000 with an unrelated party to be used in operations. The notes were due September 1, 2017, are unsecured and bears an interest rate of 8% per annum. On September 1, 2017, the Company consolidated the three promissory notes into one promissory note totaling $50,000. The new note was due on December 31, 2017. As of December 31, 2017, the note had a remaining balance of $50,000 and is currently in default. On September 27, 2017, the Company entered into a promissory note for $25,000 with an unrelated party to be used in operations. The note was due on December 31, 2017, is unsecured and bears an interest rate of 8% per annum. As of December 31, 2017, the note had a remaining balance of $25,000 and is currently in default. On October 11, 2017, the Company entered into a promissory note for $37,500 with an unrelated party to be used in operations. The note is due on October 11, 2018, is unsecured and bears an interest rate of 8% per annum. As of December 31, 2017, the note had a remaining balance of $37,500. Notes Payable – Related Parties On January 1, 2017, the Company modified and consolidated its outstanding promissory notes with the Company’s CEO into one promissory note totaling $293,302. The note is unsecured and bears an interest rate of 3.5% per annum. On November 15, 2017, the Company modified and consolidated the remaining balance of this outstanding promissory note with the Company’s CEO into a promissory note totaling $250,000. The new note bears an interest rate of 1% per annum and is due on December 15, 2018. As of December 31, 2017, the note had a remaining balance of $250,000. From April 12, 2017 through October 24, 2017, the Company entered into three promissory notes totaling $70,000 with a related party to be used in operations. The notes are due 6-10 months from the date of issuance, are unsecured and bear an interest rate of 5% per annum. As of December 31, 2017, the notes had a remaining balance totaling $70,000. From April 27, 2017 through August 14, 2017, the Company entered into ten additional promissory notes totaling $80,612 with the Company’s CEO to be used in operations. The notes are due 10-12 months from the date of issuance, are unsecured and bear an interest rate of 3% per annum. As of December 31, 2017, the notes had a remaining balance totaling $73,000. On May 15, 2017 the Company entered into a promissory note for $15,000 with a related party to be used in operations. The note is due on May 15, 2018, is unsecured and bears an interest rate of 5% per annum. As of December 31, 2017, the note had a remaining balance of $15,000. From June 13, 2017 through August 31, 2017, the Company entered into three promissory notes totaling $275,000 with a related party to be used in operations. The notes are due 2-13 months from the date of issuance, are unsecured and bear an interest rate of 3-7.5% per annum. On September 27, 2017, the Company modified and consolidated the remaining balance of these outstanding promissory note and entered into a new promissory note, with the same party, totaling $275,000. The new note bears an interest rate of 7.5% per annum and is due on October 1, 2018. As of December 31, 2017, the note had a remaining balance of $275,000. On November 15, 2017 the Company entered into a promissory note for $100,000 with a related party to be used in operations. The note is due on October 1, 2018, is unsecured and bears an interest rate of 7.5% per annum. As of December 31, 2017, the note had a remaining balance of $100,000. |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS | NOTE 7 - STOCKHOLDERS’ DEFICIT Preferred Stock Effective March 23, 2018, the Company amended the articles of incorporation and authorized 10,000,000 shares of preferred stock with a par value of $0.001 per share. During the years ended December 31, 2017 and 2016 there were nil shares of preferred stock issued, respectively. Common Stock Effective March 23, 2018, the Company amended the articles of incorporation and increased the authorized shares of common stock with a par value of $0.001 per share from 100,000,000 to 300,000,000 shares. During 2017, the Company issued 1,474,000 shares of common stock between $0.50 to $1.25 per share for total cash proceeds of $1,090,000. Of this amount 510,000 shares were issued to related parties cash proceeds of $512,500. In April 2017, the Company acquired intangible assets by issuing 2,250,000 shares of common stock at valued at $1.96 per share ($4,405,050) to Annihilyzer Inc. (see also Note 5). In October 2017, the Company issued 337,666 shares of common stock to revise the share price relating to shares sold from September 1, 2016 through October 30, 2017, down to $0.75 per share, resulting in $371,433 of other expense. Of this amount 191,667 shares were issued to related parties. NOTE 8 – STOCK OPTIONS On January 1, 2017 the Company issued 30,000 stock options to a related party with an exercise price of $2.00 per share. The options vest on January 1, 2018. The Company used the Black-Scholes methodology to value the stock-based compensation expense for options. Compensation expense is recognized on a straight-line basis over the vesting period. As of December 31, 2017, the Company recognized $56,220 in compensation expense, leaving $0 to be recognized in remaining compensation expense. On January 26, 2017, the Company issued 200,000 stock options to a related party with an exercise price of $2.00 per share. The options vested immediately. The Company used the Black-Scholes methodology to value the stock-based compensation expense for options. As of December 31, 2017, the Company recognized $373,800 in compensation expense, leaving $0 to be recognized in remaining compensation expense. In applying the Black-Scholes methodology to the options granted through December 31, 2017, the fair value of our stock-based awards was estimated using the following assumptions ranging from: Risk-free interest rate 1.22 - 1.95% Expected option life 2 - 5 years Expected dividend yield 0.00% Expected price volatility 165.72 - 199.94% Below is a table summarizing the options issued and outstanding as of December 31, 2017: Date Number Number Exercise Weighted Average Remaining Contractual Expiration Proceeds to Company if Issued Outstanding Exercisable Price $ Life (Years) Date Exercised 05/21/2014 1,875,000 1,875,000 0.13 1.38 05/20/2019 $ 250,000 01/01/2016 90,000 90,000 0.33 2.00 12/31/2019 30,000 01/01/2016 75,000 75,000 0.33 2.00 12/31/2019 25,000 09/15/2016 10,000 10,000 1.00 2.00 12/31/2019 10,000 10/01/2016 7,500 7,500 1.00 2.00 12/31/2019 7,500 01/01/2017 30,000 — 2.00 1.00 01/01/2019 60,000 01/26/2017 200,000 200,000 2.00 4.07 01/26/2022 400,000 2,287,500 2,257,500 $ 782,500 The weighted average exercise prices are $0.34 and $0.32 for the options outstanding and exercisable, respectively. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 9 – RELATED PARTY TRANSACTIONS The Company has agreements with related parties for consulting services, notes payable and stock options. See Notes to Financial Statements numbers 6, 7, 8 and 10 for more details. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Consulting Agreements On August 10, 2017 the Company entered into a consulting contract to receive assistance in financing. Upon execution of the agreement, the consultant received $3,000 plus a $1,000 retainer for initial expenses and further received $3,000 per month for six-months thereafter. On September 1, 2017, the Company entered into a five-year employment agreement with Marion E. Paris, Jr. to be the Vice President for Business Development and Director of Intellectual Properties for Paradigm. Under the terms of the employment agreement, Mr. Paris is to be paid an annual base salary of $90,000 and other benefits, including four weeks paid vacation. In addition, the Company agreed to pay Mr. Paris a signing bonus of $40,000. On November 21, 2016, the Company signed a lease for approximately 12,000 square feet of office, research & development, warehouse, and production space in Little River, South Carolina. The lease was effective December 1, 2016 at a rate of $4,800 per month for a period of three years. The Company has an option to extend the lease for two periods of three years each. The Company’s future lease commitments by year are as follow: 2018 $ 59,250 2019 52,950 2020 — Total $ 112,200 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 - SUBSEQUENT EVENTS On January 2, 2018, the Company entered into a promissory note with an unrelated party for $150,000. The note is due April 3, 2018, is unsecured and bears an interest rate of 8.0% per annum. On January 2, 2018 the Company issued 110,000 shares of common stock at $0.50 per share to an unrelated party for cash proceeds of $55,000. On February 13, 2018 the Company entered into a promissory note with an unrelated party for $12,500. The note is due April 15, 2018, is unsecured and bears an interest rate of 8% per annum. On February 22, 2018 the Company retired its January 2, 2018 promissory note with an unrelated party of $150,000 and consolidated this amount into a new promissory note for $250,000 (an additional $100,000 received). The note is due on April 30, 2018, is unsecured and bears an interest rate of 8.0% per annum. On March 1, 2018 the Company entered into a 24-month fluid sales agreement with an entity. The Company leases 150 square feet of space from this entity and the Company pays a part time technician to manufacture fluid solutions for the entity to sell, utilizing the Company’s US EPA product registration. The Company receives a monthly fee from the fluid sales entity based upon the greater amount between a negotiated royalty price per volume of the fluid solutions or a minimum sales number. On March 15, 2018 the Company entered into a 12-month service agreement, expiring on March 15, 2019, for strategic planning, financing, capital formation, up listing and expansion of the Company’s shareholder base. The consulting company received a $5,000 non-refundable initial fee and shall receive $2,500 per month for the remaining months of the contract, and in addition received 2,000,000 shares of the Company’s restricted common stock. On March 28, 2018 the Company extinguished its February 22, 2018 promissory note with an unrelated party of $250,000 and consolidated this amount into a convertible note for $450,000 (an additional $200,000 received). The note is due on March 31, 2021 and is convertible into common stock at a conversion price of $0.4285 and bears interest of 8.0% per annum. This note also contains an anti-dilution clause, which becomes effective in the event the Company exceeds 60,000,000 issued shares of its stock. On April 10, 2018 the Company entered into a promissory note with a related party for $30,000. The note is due January 15, 2019, is unsecured and bears an interest rate of 3.0% per annum. On April 10, 2018 the Company issued 120,000 shares of common stock at $0.50 per share to a related party for cash proceed of $60,000. On April 12, 2018 the Company entered into an agreement to purchase the original US EPA Registration No. 83241-1 for EcaFlo® Anolyte. The Company has paid a $5,000 deposit with the remaining balance due in increments during the second quarter of 2018 to finalize the agreement. |
NATURE OF BUSINESS AND SUMMAR17
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations – PCT Ltd (formerly Bingham Canyon Corporation (the “Company” or “Bingham”), a Delaware corporation, was formed on August 27, 1986. Bingham changed its domicile to Nevada on August 26, 1999. On August 31, 2016, the Company entered into a Securities Exchange Agreement with Paradigm Convergence Technologies Corporation (“Paradigm”) to affect the acquisition of Paradigm as a wholly-owned subsidiary. Under the terms of the agreement, Bingham issued 16,790,625 restricted common shares of Bingham stock to the shareholders of Paradigm in exchange for all 22,387,500 outstanding common shares of Paradigm stock. In addition, Bingham issued options exercisable into 2,040,000 shares of the Bingham’s common stock (with exercise prices ranging between $0.133 and $0.333) in exchange for 2,720,000 outstanding Paradigm stock options (with exercise prices ranging between $0.10 and $0.25). These 2,040,000 options have been adjusted at the same exchange rate of 75% that the outstanding common shares were exchanged. As a result of this share exchange agreement, Paradigm, the operating company, is considered the accounting acquirer. Paradigm is located in Little River, SC and was formed June 6, 2012 under the name of EUR-ECA, Ltd. On September 11, 2015, its Board of Directors authorized EUR-ECA Ltd to file with the Nevada Secretary of State to change its name to Paradigm Convergence Technologies Corp. Paradigm is a technology licensing company specializing in environmentally safe solutions for global sustainability. The company holds a patent, intellectual property and/or distribution rights to innovative products and technologies. Paradigm provides innovative products and technologies for eliminating biocidal contamination from water supplies, industrial fluids, hard surfaces, food processing equipment, and medical devices. Paradigm’s overall strategy is to market new products and technologies through the use of equipment leasing, joint ventures, licensing, distributor agreements and partnerships. 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 complimentary relationship and association with its wholly-owned operating company, Paradigm Convergence Technologies Corporation (“Paradigm” and/or “PCT Corp.”). |
Principles of Consolidations | Principles of Consolidations |
Use of Estimates | Use of Estimates – |
Cash and Cash Equivalents | Cash and Cash Equivalents – |
Fair Value Measurements | Fair Value Measurements “Fair Value Measurements and Disclosures,” • Level 1 • Level 2 • Level 3 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 and 2016, respectively. |
Accounts Receivable | Accounts Receivable – |
Inventories | Inventories – th rd |
Property and Equipment | Property and Equipment– |
Impairment of Long-lived Assets | Impairment of Long-lived Assets |
Intangible Assets | Intangible Assets |
Research and Development | Research and Development |
Revenue Recognition | Revenue Recognition – |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share – |
Reclassification | Reclassification – |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, “Intangible, Goodwill & Other.” ASU 2017-04 simplifies how all entities assess impairment by implementing a one-step test. As amended, the impairment test will compare the fair value with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds fair value. The Company adopted ASU 2017-04 effective January 1, 2017. ASU 2017-04 has no material effect in the Company’s financial statements. The Company has reviewed the FASB ASU 2014-09 “Topic 606 Revenue Recognition from Contracts with Customers,” originally issued on May 28, 2014, which the FASB has issued a few clarifying ASU’s regarding this update. The standard was effective for public companies with annual periods beginning after December 15, 2017. We have begun evaluating the impact this standard will have on our revenue recognition and we do not believe it will have a material impact on our business. The new standard requires companies to identify contracts with customers, performance obligations within those contracts, and the transaction price. The Company will continue to monitor its placement of equipment at customers’ locations to ensure compliance with the definition of this accounting pronouncement. The Company has reviewed all other FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter the previous GAAP and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of net deferred tax asset | December 31, 2017 2016 Net operating loss carry forwards $ 2,293,137 $ 1,367,815 Stock/options issued for services $ (74,875 ) $ (74,875 ) Stock/option issued for acquisitions $ (162,766 ) $ (16,559 ) Contributed services $ (126,287 ) $ — Depreciation & amortization $ (142,563 ) $ (43,423 ) Meals & Entertainment $ (338 ) $ (131 ) Valuation allowance $ (1,786,307 ) $ (1,232,827 ) |
Effective income tax rate reconciliation | For the Years Ended December 31, 2017 2016 Book income (loss) from operations $ (925,322 ) $ (764,882 ) Stock/options issued for services $ — $ 6,800 Stock/options issued for acquisition $ 146,207 16,559 Contributed services $ 126,287 $ — Depreciation & Amortization $ 99,141 13,096 Meals & Entertainment $ 208 $ 131 Change in valuation allowance $ 553,480 728,296 Provision for Income Taxes $ — $ — |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | December 31, 2017 2016 Machinery and leased equipment $ 129,076 $ 85,336 Machinery and equipment not yet in service 278,079 — Office equipment and furniture 20,064 17,765 Website 2,760 3,228 Leasehold improvements — 2,400 Total Property and equipment $ 429,979 $ 108,729 Less: Accumulated depreciation (46,725 ) (30,479 ) Property and equipment, net $ 383,254 $ 78,250 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of intangible assets | December 31, 2017 December 31, 2016 Patents $ 4,505,489 $ 100,439 Technology rights 200,000 50,000 Intangibles, at Cost 4,705,489 150,439 Less Accumulated Amortization (380,382 ) (107,582 ) Net Carrying Amount $ 4,325,107 $ 42,857 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable Tables | |
Notes payable | Type Original Amount Issuance Date Maturity Date Interest Rate Balance 12/31/2017 Balance 12/31/2016 Notes Payable $ 25,000 12/10/2015 6/10/2016 5.0 % $ — $ 8,000 Notes Payable 7,500 3/11/2016 9/11/2016 5.0 % — 7,500 Notes Payable, Related Party 297,500 4/11/2016 11/30/2017 5.0 % — 293,302 Notes Payable 150,000 5/18/2016 6/1/2018 13.0 % 150,000 150,000 Notes Payable, Related Party 50,000 10/18/2016 8/18/2017 5.0 % 50,000 50,000 Notes Payable, Related Party 293,302 1/1/2017 1/1/2018 3.5 % — — Notes Payable, Related Party 25,000 4/12/2017 10/12/2017 5.0 % 25,000 — Notes Payable, Related Party 25,000 4/27/2017 4/27/2018 3.0 % 17,500 — Notes Payable 25,000 5/8/2017 10/10/2017 0.0 % 25,000 — Notes Payable, Related Party 15,000 5/15/2017 5/15/2018 5.0 % 15,000 — Notes Payable 125,000 5/15/2017 8/31/2017 10.0 % — — Notes Payable, Related Party 10,000 6/12/2017 6/12/2018 3.0 % 10,000 — Notes Payable, Related Party 25,000 6/13/2017 7/31/2017 3.0 % — — Notes Payable, Related Party 112 7/1/2017 6/30/2018 3.0 % — — Notes Payable, Related Party 5,500 7/3/2017 6/30/2018 3.0 % 5,500 — Notes Payable 25,000 7/3/2017 8/31/2017 8.0 % — — Notes Payable, Related Party 2,000 7/5/2017 6/30/2018 3.0 % 2,000 — Notes Payable, Related Party 3,000 7/6/2017 6/30/2018 3.0 % 3,000 — Notes Payable, Related Party 2,500 7/10/2017 6/30/2018 3.0 % 2,500 — Notes Payable, Related Party 2,500 7/12/2017 6/30/2018 3.0 % 2,500 — Notes Payable, Related Party 25,000 7/13/2017 6/30/2018 3.0 % 25,000 — Notes Payable 10,000 7/14/2017 8/31/2017 8.0 % — — Notes Payable, Related Party 25,000 7/25/2017 9/25/2017 5.0 % 25,000 — Notes Payable, Related Party 5,000 8/14/2017 6/30/2018 3.0 % 5,000 — Notes Payable, Related Party 50,000 8/25/2017 10/1/2018 7.5 % — — Notes Payable 15,000 8/30/2017 9/1/2017 8.0 % — — Notes Payable, Related Party 200,000 8/31/2017 10/1/2018 7.5 % — — Notes Payable 50,000 9/1/2017 12/31/2017 8.0 % 50,000 — Notes Payable, Related Party 275,000 9/27/2017 10/1/2018 7.5 % 275,000 — Notes Payable 25,000 9/27/2017 12/31/2017 8.0 % 25,000 — Notes Payable 37,500 10/11/2017 10/11/2018 8.0 % 37,500 — Notes Payable, Related Party 20,000 10/24/2017 4/24/2018 5.0 % 20,000 — Notes Payable, Related Party 250,000 11/15/2017 12/15/2018 1.0 % 250,000 — Notes Payable, Related Party 100,000 11/15/2017 10/1/2018 7.5 % 100,000 — Notes Payable 56,000 12/1/2017 1/10/2018 8.0 % 20,000 — Subtotal 1,140,500 508,802 Debt Discount (6,283 ) (20,549 ) Total Notes Payable, net $ 1,134,217 $ 488,253 |
STOCKHOLDERS' DEFICIT AND STOCK
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Assumptions used to estimate fair value of stock-based awards | Risk-free interest rate 1.22 - 1.95% Expected option life 2 - 5 years Expected dividend yield 0.00% Expected price volatility 165.72 - 199.94% |
Summary of options issued and outstanding | Date Number Number Exercise Weighted Average Remaining Contractual Expiration Proceeds to Company if Issued Outstanding Exercisable Price $ Life (Years) Date Exercised 05/21/2014 1,875,000 1,875,000 0.13 1.38 05/20/2019 $ 250,000 01/01/2016 90,000 90,000 0.33 2.00 12/31/2019 30,000 01/01/2016 75,000 75,000 0.33 2.00 12/31/2019 25,000 09/15/2016 10,000 10,000 1.00 2.00 12/31/2019 10,000 10/01/2016 7,500 7,500 1.00 2.00 12/31/2019 7,500 01/01/2017 30,000 — 2.00 1.00 01/01/2019 60,000 01/26/2017 200,000 200,000 2.00 4.07 01/26/2022 400,000 2,287,500 2,257,500 $ 782,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Tables | |
Future lease commitments | 2018 $ 59,250 2019 52,950 2020 — Total $ 112,200 |
NATURE OF BUSINESS AND SUMMAR24
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Nature of Operations | |||
Company common stock issued to Paradigm shareholders, shares | 16,790,625 | ||
Paradigm common stock acquired in Securities Exchange Agreement, shares | 22,387,500 | ||
Company options issued to Paradigm shareholders, shares exercisable | 2,040,000 | ||
Paradigm options received in Securities Exchange Agreement, shares | 2,720,000 | ||
Cash | $ 7,838 | $ 21,078 | $ 42,486 |
Cash equivalents | |||
Allowance for doubtful accounts | 12,000 | 12,000 | |
Reserve allowance for inventory | 35,914 | ||
Accumulated depreciation of property and equipment | (46,725) | (30,479) | |
Balance of supplies and equipment not yet placed in service | 269,382 | ||
Inventory reclassified as equipment not yet in service | 193,344 | ||
Impairment expense | |||
Accumulated amortization of intangible assets | $ 380,392 | $ 107,582 | |
Antidilutive securities excluded from calculation of earnings per share | 1,880,125 | ||
Exercise price, minimum | |||
Nature of Operations | |||
Exercise prices of options issued | $ 0.133 | ||
Exercise prices of options received | 0.10 | ||
Exercise price, maximum | |||
Nature of Operations | |||
Exercise prices of options issued | 0.333 | ||
Exercise prices of options received | $ 0.25 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Losses incurred since inception | $ (6,744,520) | $ (4,022,984) |
Working capital deficit | $ (1,415,877) | $ (273,890) |
INCOME TAXES - Components of ne
INCOME TAXES - Components of net deferred tax asset (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 2,293,137 | $ 1,367,815 |
Stock/options issued for services | (74,875) | (74,875) |
Stock/option issued for acquisitions | (162,766) | (16,559) |
Contributed services | (126,287) | |
Depreciation & amortization | (142,563) | (43,423) |
Meals & Entertainment | (338) | (131) |
Valuation allowance | $ (1,786,307) | $ (1,232,827) |
INCOME TAXES - Effective income
INCOME TAXES - Effective income tax rate reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Book income (loss) from operations | $ (925,322) | $ (764,882) |
Stock/options issued for services | 6,800 | |
Stock/options issued for acquisition | 146,207 | 16,559 |
Contributed services | 126,287 | |
Depreciation & Amortization | 99,141 | 13,096 |
Meal and Entertainment | 208 | 131 |
Change in valuation allowance | 553,480 | 728,296 |
Provision for Income Taxes |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Dec. 31, 2017USD ($) |
Income Tax Disclosure [Abstract] | |
Federal and state net operating loss carry forwards | $ 5,253,845 |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and equipment (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Machinery and leased equipment | $ 129,076 | $ 85,336 |
Machinery and equipment not yet in service | 278,079 | |
Office equipment and furniture | 20,064 | 17,765 |
Website | 2,760 | 3,228 |
Leasehold improvements | 2,400 | |
Total Property and equipment | 429,979 | 108,729 |
Less: Accumulated Depreciation | (46,725) | (30,479) |
Property and equipment, Net | $ 383,254 | $ 78,250 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Property And Equipment Details Narrative | |
Depreciation expense | $ (18,790) |
INTANGIBLE ASSETS - Components
INTANGIBLE ASSETS - Components of intangible assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 4,505,489 | $ 100,439 |
Technology rights | 200,000 | 50,000 |
Intangible, at Cost | 4,705,489 | 150,439 |
Less: Accumulated Amortization | (380,382) | (107,582) |
Net Carrying Amount | $ 4,325,107 | $ 42,857 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible Assets Details Narrative | ||
One-time fee for Transfer and Data Agreements | $ 125,000 | |
One-time fee for license to utilize test data | $ 25,000 | |
Intangible assets acquired, shares issued | 2,250,000 | |
Intangible assets acquired, price per share | $ 1.96 | |
Intangible assets acquired, value of shares | $ 4,405,050 | |
Amortization expense | $ (272,800) |
NOTES PAYABLE - Notes payable (
NOTES PAYABLE - Notes payable (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Notes Payable (1) | |
Original amount | $ 25,000 |
Issuance date | Dec. 10, 2015 |
Maturity date | Jun. 10, 2016 |
Interest rate | 5.00% |
Balance, beginning | $ 8,000 |
Balance, ending | |
Notes Payable (2) | |
Original amount | $ 7,500 |
Issuance date | Mar. 11, 2016 |
Maturity date | Sep. 11, 2016 |
Interest rate | 5.00% |
Balance, beginning | $ 7,500 |
Balance, ending | |
Notes Payable, Related Party (1) | |
Original amount | $ 297,500 |
Issuance date | Apr. 11, 2016 |
Maturity date | Nov. 30, 2017 |
Interest rate | 5.00% |
Balance, beginning | $ 293,302 |
Balance, ending | |
Notes Payable (3) | |
Original amount | $ 150,000 |
Issuance date | May 18, 2016 |
Maturity date | Jun. 1, 2018 |
Interest rate | 13.00% |
Balance, beginning | $ 150,000 |
Balance, ending | 150,000 |
Notes Payable, Related Party (2) | |
Original amount | $ 50,000 |
Issuance date | Oct. 18, 2016 |
Maturity date | Aug. 18, 2017 |
Interest rate | 5.00% |
Balance, beginning | $ 50,000 |
Balance, ending | 50,000 |
Notes Payable, Related Party (3) | |
Original amount | $ 293,302 |
Issuance date | Jan. 1, 2017 |
Maturity date | Jan. 1, 2018 |
Interest rate | 3.50% |
Balance, beginning | |
Balance, ending | |
Notes Payable, Related Party (4) | |
Original amount | $ 25,000 |
Issuance date | Apr. 12, 2017 |
Maturity date | Oct. 12, 2017 |
Interest rate | 5.00% |
Balance, beginning | |
Balance, ending | 25,000 |
Notes Payable, Related Party (5) | |
Original amount | $ 25,000 |
Issuance date | Apr. 27, 2017 |
Maturity date | Apr. 27, 2018 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | 17,500 |
Notes Payable (4) | |
Original amount | $ 25,000 |
Issuance date | May 8, 2017 |
Maturity date | Oct. 10, 2017 |
Interest rate | 0.00% |
Balance, beginning | |
Balance, ending | 25,000 |
Notes Payable, Related Party (6) | |
Original amount | $ 15,000 |
Issuance date | May 15, 2017 |
Maturity date | May 15, 2018 |
Interest rate | 5.00% |
Balance, beginning | |
Balance, ending | 15,000 |
Notes Payable (5) | |
Original amount | $ 125,000 |
Issuance date | May 15, 2017 |
Maturity date | Aug. 31, 2017 |
Interest rate | 10.00% |
Balance, beginning | |
Balance, ending | |
Notes Payable, Related Party (7) | |
Original amount | $ 10,000 |
Issuance date | Jun. 12, 2017 |
Maturity date | Jun. 12, 2018 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | 10,000 |
Notes Payable, Related Party (8) | |
Original amount | $ 25,000 |
Issuance date | Jun. 13, 2017 |
Maturity date | Jul. 31, 2017 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | |
Notes Payable, Related Party (9) | |
Original amount | $ 112 |
Issuance date | Jul. 1, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | |
Notes Payable, Related Party (10) | |
Original amount | $ 5,500 |
Issuance date | Jul. 3, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | 5,500 |
Notes Payable (6) | |
Original amount | $ 25,000 |
Issuance date | Jul. 3, 2017 |
Maturity date | Aug. 31, 2017 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | |
Notes Payable, Related Party (11) | |
Original amount | $ 2,000 |
Issuance date | Jul. 5, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | 2,000 |
Notes Payable, Related Party (12) | |
Original amount | $ 3,000 |
Issuance date | Jul. 6, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | 3,000 |
Notes Payable, Related Party (13) | |
Original amount | $ 2,500 |
Issuance date | Jul. 10, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | 2,500 |
Notes Payable, Related Party (14) | |
Original amount | $ 2,500 |
Issuance date | Jul. 12, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | 2,500 |
Notes Payable, Related Party (15) | |
Original amount | $ 25,000 |
Issuance date | Jul. 13, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | 25,000 |
Notes Payable (7) | |
Original amount | $ 10,000 |
Issuance date | Jul. 14, 2017 |
Maturity date | Aug. 31, 2017 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | |
Notes Payable, Related Party (16) | |
Original amount | $ 25,000 |
Issuance date | Jul. 25, 2017 |
Maturity date | Sep. 25, 2017 |
Interest rate | 5.00% |
Balance, beginning | |
Balance, ending | 25,000 |
Notes Payable, Related Party (17) | |
Original amount | $ 5,000 |
Issuance date | Aug. 14, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | 5,000 |
Notes Payable, Related Party (18) | |
Original amount | $ 50,000 |
Issuance date | Aug. 25, 2017 |
Maturity date | Oct. 1, 2018 |
Interest rate | 7.50% |
Balance, beginning | |
Balance, ending | |
Notes Payable (8) | |
Original amount | $ 15,000 |
Issuance date | Aug. 30, 2017 |
Maturity date | Sep. 1, 2017 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | |
Notes Payable, Related Party (19) | |
Original amount | $ 200,000 |
Issuance date | Aug. 31, 2017 |
Maturity date | Oct. 1, 2018 |
Interest rate | 7.50% |
Balance, beginning | |
Balance, ending | |
Notes Payable (9) | |
Original amount | $ 50,000 |
Issuance date | Sep. 1, 2017 |
Maturity date | Dec. 31, 2017 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | 50,000 |
Notes Payable, Related Party (20) | |
Original amount | $ 275,000 |
Issuance date | Sep. 27, 2017 |
Maturity date | Oct. 1, 2018 |
Interest rate | 7.50% |
Balance, beginning | |
Balance, ending | 275,000 |
Notes Payable (10) | |
Original amount | $ 25,000 |
Issuance date | Sep. 27, 2017 |
Maturity date | Dec. 31, 2017 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | 25,000 |
Notes Payable (11) | |
Original amount | $ 37,500 |
Issuance date | Oct. 11, 2017 |
Maturity date | Oct. 11, 2018 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | 37,500 |
Notes Payable, Related Party (21) | |
Original amount | $ 20,000 |
Issuance date | Oct. 24, 2017 |
Maturity date | Apr. 24, 2018 |
Interest rate | 5.00% |
Balance, beginning | |
Balance, ending | 20,000 |
Notes Payable, Related Party (22) | |
Original amount | $ 250,000 |
Issuance date | Nov. 15, 2017 |
Maturity date | Dec. 15, 2018 |
Interest rate | 1.00% |
Balance, beginning | |
Balance, ending | 250,000 |
Notes Payable, Related Party (23) | |
Original amount | $ 100,000 |
Issuance date | Nov. 15, 2017 |
Maturity date | Oct. 1, 2018 |
Interest rate | 7.50% |
Balance, beginning | |
Balance, ending | 100,000 |
Notes Payable (12) | |
Original amount | $ 56,000 |
Issuance date | Dec. 1, 2017 |
Maturity date | Jan. 10, 2018 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | 20,000 |
Subtotal | |
Debt Discount, beginning | (20,549) |
Debt Discount, ending | (6,283) |
Balance, beginning | 508,802 |
Balance, ending | 1,140,500 |
Total, net | |
Balance, beginning | 488,253 |
Balance, ending | $ 1,134,217 |
STOCKHOLDERS' DEFICIT AND STO34
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS - Assumptions used to estimate fair value of stock-based awards (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Expected price volatility, minimum | 165.72% |
Expected price volatility, maximum | 199.94% |
Expected dividend yield | 0.00% |
Expected option life, minimum | 2 years |
Expected option life, maximum | 5 years |
Risk-free interest rate, minimum | 1.22% |
Risk-free interest rate, maximum | 1.95% |
STOCKHOLDERS' DEFICIT AND STO35
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS - Summary of options issued and outstanding (Details) - USD ($) | Jan. 27, 2017 | Jan. 02, 2017 | Oct. 02, 2016 | Sep. 16, 2016 | Jan. 02, 2016 | May 22, 2014 | Sep. 30, 2017 |
Options issued and outstanding | |||||||
Number outstanding | 200,000 | 30,000 | 7,500 | 10,000 | 90,000 | 1,875,000 | |
Number exercisable | 200,000 | 7,500 | 10,000 | 90,000 | 1,875,000 | ||
Exercise price | $ 2 | $ 2 | $ 1 | $ 1 | $ 0.33 | $ 0.13 | |
Weighted average remaining contractual life | 4 years 26 days | 1 year | 2 years | 2 years | 2 years | 1 year 4 months 17 days | |
Expiration date | Jan. 26, 2022 | Jan. 1, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | May 20, 2019 | |
Proceeds to Company if exercised | $ 400,000 | $ 60,000 | $ 7,500 | $ 10,000 | $ 30,000 | $ 250,000 | $ 782,500 |
Options issued and outstanding (2) | |||||||
Number outstanding | 75,000 | ||||||
Number exercisable | 75,000 | ||||||
Exercise price | $ 0.33 | ||||||
Weighted average remaining contractual life | 2 years | ||||||
Expiration date | Dec. 31, 2019 | ||||||
Proceeds to Company if exercised | $ 25,000 |
STOCKHOLDERS' DEFICIT AND STO36
STOCKHOLDERS' DEFICIT AND STOCK OPTIONS (Details Narrative) - USD ($) | Jan. 03, 2018 | Jan. 27, 2017 | Jan. 02, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock issued for cash proceeds, shares | 110,000 | 1,474,000 | |||
Common stock issued for cash proceeds, amount | $ 1,090,000 | $ 395,000 | |||
Common stock issued to acquire intangible assets, shares | 2,250,000 | ||||
Common stock issued to acquire intangible assets, amount | $ 4,405,050 | ||||
Common stock issued to acquire intangible assets, price per share | $ 1.96 | ||||
Common stock issued to revise share price relating to shares previously sold, shares | 337,666 | ||||
Common stock issued to revise share price relating to shares previously sold, amount of other expense | $ 371,433 | ||||
Common stock issued to revise share price relating to shares previously sold, lowered price per share | $ 0.75 | ||||
Stock Options | |||||
Weighted average exercise prices of options outstanding | .34 | ||||
Weighted average exercise prices of options exercisable | $ .32 | ||||
Options issued to related parties (1) | |||||
Stock Options | |||||
Stock options issued, shares | 30,000 | ||||
Stock options issued, exercise price | $ 2 | ||||
Stock compensation expense recognized | $ 56,220 | ||||
Remaining stock compensation expense | |||||
Options issued to related parties (2) | |||||
Stock Options | |||||
Stock options issued, shares | 200,000 | ||||
Stock options issued, exercise price | $ 2 | ||||
Stock compensation expense recognized | 373,800 | ||||
Remaining stock compensation expense |
COMMITMENTS AND CONTINGENCIES37
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Monthly lease amount for Little River, South Carolina space | $ 4,800 | |||
Annual base salary for director to serve as president of Annihilyzer Division of Paradigm | $ 90,000 | |||
Signing bonus due to Division president | 40,000 | |||
Amounts paid in salary to Division president | $ 7,500 | |||
Consulting agreement (1) | ||||
Consulting fees and expenses | $ 16,500 | $ 50,000 | ||
Additional consulting fees and expenses paid | $ 24,000 | |||
Monthly consulting fee | 3,000 | |||
Consulting agreement (5) | ||||
Consulting fees and expenses | 3,000 | |||
Monthly consulting fee | 3,000 | |||
Retainer fee | $ 1,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Apr. 13, 2018 | Apr. 11, 2018 | Mar. 29, 2018 | Mar. 16, 2018 | Feb. 23, 2018 | Feb. 14, 2018 | Jan. 03, 2018 | Dec. 31, 2017 |
Subsequent Events [Abstract] | ||||||||
Promissory note, amount | $ 30,000 | $ 450,000 | $ 250,000 | $ 12,500 | $ 150,000 | |||
Due date | Jan. 15, 2019 | Mar. 31, 2021 | Apr. 30, 2018 | Apr. 15, 2018 | Apr. 3, 2018 | |||
Interest rate | 3.00% | 8.00% | 8.00% | 8.00% | 8.00% | |||
Stock issued for cash proceeds, shares | 110,000 | 1,474,000 | ||||||
Stock issued for cash proceeds, price per share | $ 0.50 | |||||||
Stock issued for cash proceeds, amount | $ 55,000 | |||||||
Fee paid to consulting company | $ 5,000 | |||||||
Monthly fee to be paid to consulting company | $ 2,500 | |||||||
Restricted common stock issued to consulting company, shares | 2,000,000 | |||||||
Deposit paid for purchase agreement | $ 5,000 |