Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 20, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | PCT LTD | |
Entity Central Index Key | 1,119,897 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
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 Common Stock, Shares Outstanding | 43,459,238 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash | $ 53 | $ 7,838 |
Accounts receivable, net | 39,911 | 12,637 |
Inventory | 28,019 | 10,526 |
Prepaid expenses | 735,934 | 7,210 |
Current portion of deposits | 46,610 | 2,110 |
Total current assets | 850,527 | 40,321 |
FIXED ASSETS | ||
Property and Equipment, net of depreciation | 374,208 | 383,254 |
OTHER ASSETS | ||
Intangible assets, net | 4,176,195 | 4,325,107 |
Deposits, net of current portion | 5,499 | 5,499 |
Total other assets | 4,181,694 | 4,330,606 |
TOTAL ASSETS | 5,406,429 | 4,754,181 |
CURRENT LIABILITIES | ||
Accounts payable | 138,316 | 134,613 |
Accrued expenses - related party | 25,781 | 8,656 |
Accrued expenses | 274,524 | 178,712 |
Current portion of notes payable, net | 202,532 | 421,217 |
Current portion of notes payable - related party | 30,000 | 713,000 |
Current portion of convertible notes payable, net | 65,202 | |
Total current liabilities | 736,355 | 1,456,198 |
LONG-TERM LIABILITIES | ||
Notes payable, net of current portion | 245,317 | |
Notes payable - related party, net of current portion | 727,350 | |
Convertible notes payable, net | 380,698 | |
TOTAL LIABILITIES | 2,089,720 | 1,456,198 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock, $0.001 par value; 10,000,000 authorized; nil issued and outstanding at June 30, 2018 and December 31, 2017 | ||
Common stock, $0.001 par value; 300,000,000 authorized; 43,459,238 and 41,179,238 issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 43,460 | 41,180 |
Additional paid-in capital | 11,217,130 | 10,001,323 |
Accumulated deficit | (7,943,881) | (6,744,520) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 3,316,709 | 3,297,983 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 5,406,429 | $ 4,754,181 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
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 | 300,000,000 |
Common stock, shares issued | 43,459,238 | 41,179,238 |
Common stock, shares outstanding | 43,459,238 | 41,179,238 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
REVENUES | ||||
Product and Licensing | $ 50,572 | $ 10,872 | $ 73,213 | $ 22,229 |
Equipment leases | 19,500 | 39,000 | ||
Total Revenue | 70,072 | 10,872 | 112,213 | 22,229 |
OPERATING EXPENSES | ||||
General and administrative | 613,569 | 327,514 | 1,058,794 | 957,579 |
Research and development | 56,710 | 69,912 | ||
Costs of product, licensing and equipment | 4,756 | 8,108 | 20,474 | 19,337 |
Depreciation and amortization | 80,162 | 87,080 | 166,858 | 113,424 |
Loss from operations | 698,487 | 479,412 | 1,246,126 | 1,160,252 |
Net loss before other expenses | (628,415) | (468,540) | (1,133,913) | (1,138,023) |
OTHER EXPENSES | ||||
Interest expense | (39,644) | (16,575) | (65,448) | (28,446) |
Total other expenses | (39,644) | (16,575) | (65,448) | (28,446) |
Net loss before income taxes | (668,059) | (485,115) | (1,199,361) | (1,166,469) |
Income taxes | ||||
NET LOSS | $ (668,059) | $ (485,115) | $ (1,199,361) | $ (1,166,469) |
Basic and diluted net loss per share | $ (0.02) | $ (0.01) | $ (0.03) | $ (0.03) |
Basic and diluted weighted average shares outstanding | 43,407,809 | 39,758,385 | 42,541,614 | 38,561,158 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash Flows from Operating Activities | ||
Net loss | $ (1,199,361) | $ (1,166,469) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 166,858 | 119,519 |
Amortization of debt discount | 15,470 | 7,270 |
Common stock issued for services | 295,904 | |
Stock-based compensation | 401,910 | |
Expenses paid on behalf of Company | 4,610 | |
Loss on settlement | ||
Changes in operating assets and liabilities: | ||
Accounts receivable | (27,274) | (1,790) |
Inventory | (17,493) | (183,867) |
Prepaid expenses | 3,371 | 2,379 |
Other assets | (44,500) | |
Deposits | 77,390 | |
Accounts payable and accrued liabilities | 99,515 | 82,265 |
Accounts payable and accrued liabilities related party | 17,125 | 6,291 |
Deferred revenue | ||
Net cash used in operating activities | (690,385) | (650,492) |
Cash Flows from Investing Activities | ||
Purchase of fixed assets | (3,900) | (2,113) |
Purchase of intangible assets | (5,000) | (150,000) |
Net cash used in investing activities | (8,900) | (152,113) |
Cash Flows from Financing Activities | ||
Proceeds from notes payable - related party | 54,000 | 100,000 |
Proceeds from notes payable | 287,500 | 150,000 |
Proceeds from convertible notes payable | 265,000 | |
Repayment of notes payable | (20,000) | |
Repayment of notes payable - related parties | (10,000) | (35,110) |
Common stock issued for cash | 115,000 | 567,500 |
Net cash provided by financing activities | 691,500 | 782,390 |
Net decrease in cash | (7,785) | (20,215) |
Cash and cash equivalents at beginning of period | 7,838 | 21,078 |
Cash and cash equivalents at end of period | 53 | 863 |
Supplemental Cash Flow Information | ||
Cash paid for interest | 14,750 | 11,280 |
Cash paid for Income taxes | ||
Non-cash investing and financing activities: | ||
Beneficial conversion feature | 75,087 | |
Extinguishment of notes payable | 250,000 | |
Common stock issued for intellectual property | 4,405,050 | |
Original issuance discount | 36,464 | |
Common stock issued for prepaid expenses | $ 1,028,000 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The unaudited interim condensed consolidated financial statements of PCT LTD (“the Company”) have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of our balance sheet, statements of operations, and cash flows for the periods presented. All such adjustments are of a normal recurring nature. The results of operations for the interim period are not necessarily indicative of the results to be expected for a full year. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2017 audited financial statements as reported in its Form 10-K, filed April 17, 2018. Nature of Operations PCT LTD (formerly Bingham Canyon Corporation), (the “Company,” “PCT Ltd,” or “Bingham”), a Delaware corporation, was formed on August 27, 1986. The Company changed its domicile to Nevada on August 26, 1999. On August 31, 2016, the Company entered into a Securities Exchange Agreement with Paradigm Convergence Technologies Corporation (“Paradigm,” “PCT Corp,” or PCT Corp., the wholly-owned operating subsidiary”) to affect the acquisition of Paradigm as a wholly-owned subsidiary. Under the terms of the agreement, the Company issued 16,790,625 restricted common shares of Company stock to all of the shareholders of Paradigm in exchange for all 22,387,500 outstanding Paradigm common stock. In addition, the Company issued options exercisable into 2,040,000 shares of the Company’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, the operating company, is considered the accounting acquirer. PCT Corp. 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 names to Paradigm Convergence Technologies Corp. PCT Corp. is a technology licensing, OEM and sales/leasing company specializing in environmentally-responsible solutions for global sustainability. PCT LTD, the public 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), intellectual property and/or distribution rights to innovative products and technologies. PCT Corp. provides innovative products and technologies for eliminating bacterial contamination in healthcare facilities, the agricultural market and in the oil & gas industry. PCT Corp.’s overall strategy is to design, assemble, market, sell and/or lease equipment, fluids and proprietary “certifications” of its products and technologies. PCT Corp., utilizes equipment leasing program (“System Service Agreements”), joint ventures, licensing, distributor agreements and partnerships. Effective on March 23, 2018, the Company changed its name from Bingham Canyon Corporation to PCT LTD to more accurately identify the Company’s direction and to develop the complimentary relationship and association with its wholly-owned operating company, PCT Corp. Principles of Consolidations The accompanying consolidated financial statements include the accounts of PCT LTD (“Parent”) and PCT Corp. 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 a highly liquid security with original maturities of three months or less. There was cash of $53 and $7,838 as of June 30, 2018 and December 31, 2017, respectively. There were no cash equivalents as of June 30, 2018 and December 31, 2017. Accounts Receivable Accounts receivable are recorded at the time product is shipped or services are provided, including any shipping and handling fees. The Company provided allowances for uncollectible accounts receivable equal to the estimated collection losses that will be incurred in collection of all receivables. Accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. That 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 allowance for doubtful accounts was $12,000 at June 30, 2018 and December 31, 2017. Inventory Inventories are stated at the lower of cost or market. Cost is determined by using the first in, first out (FIFO) method. We record the value of our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand, future pricing and market conditions. As of June 30, 2018 and December 31, 2017, the inventory consisted of parts for equipment sold as replacement parts to existing customers or sold to new customers. The Company has recorded a reserve allowance of $0 at June 30, 2018 and December 31, 2017. Property and Equipment Property and equipment are stated at purchased cost and depreciated utilizing a straight-line method over estimated useful lives ranging from 3 to 7 years after the asset has been placed in service. Upon selling equipment that had been under a lease agreement, the Company discontinues the depreciation on that piece of equipment, as it transfers ownership to another entity. Additions and major improvements that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to operations as incurred. Upon trade-in, sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any related gains or losses are recorded in the results of operations. Accumulated depreciation for period ending June 30, 2018 and December 31, 2017 were $59,671 and $46,725, respectively. Fair Value Measurements The Company follows ASC 820, “Fair Value Measurements and Disclosures,” Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of our financial instruments, including, cash and cash equivalents, accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short maturities of these financial instruments. We do not have other financial assets or liabilities that are measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017. Valuation of Long-lived Assets The carrying values of the Company’s long-lived assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the projected undiscounted cash flows. Under similar analysis no impairment was recorded as of June 30, 2018 and December 31, 2017. Impairment tests are conducted on an annual basis and, should they indicate a carrying value in excess of fair value, additional impairment changes may be required. Intangible Assets Costs to obtain or develop patents are capitalized and amortized over the remaining life of the patents, and technology rights are amortized over estimated useful lives. The Company currently has the right to a U.S. patent (with international patents in process) and proprietary property 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 These assets are stated at cost, net of accumulated amortization. An impairment charge is recognized and the carrying amount exceeds the fair value of the intangible assets as determined by the projected discounted net future cash flows. The recorded impairment expense of nil for the periods ending June 30, 2018 and December 31, 2017. Accumulated amortization was $534,294 and $380,382 as of June 30, 2018 and December 31, 2017, respectively. Research and Development Research and development costs are recognized as an expense during the period incurred, which is until the conceptual formulation, design, and testing of the process is completed and the process has been determined to be commercially viable. Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customer (Topic 606) The Company has structured its revenue as: 1) product (sales or equipment and/or fluid solutions); 2) licensing (contract-based use of the Company’s US EPA Product Registration, returning revenue in licensing fees and/or royalties from minimum or actual fluid sales); and 3) equipment leases (under systems service agreements, usually 3-year contract for the provision of the Company’s equipment and service of such, under contract to customers, with renewable terms). Revenue from contracts to license technology to others is immediately recognized since it is a non-refundable deposit. Reclassifications Certain prior period amounts have been reclassified to conform to current presentation. Basic and Diluted Loss per Share Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. As of June 30, 2018 there were outstanding common share equivalents (options and convertible notes payable) which amounted to 1,874,746 shares of common stock. These common share equivalents were not included in the computation of diluted loss per share as their effect would have been anti-dilutive. Recent Accounting Pronouncements The Company has reviewed all other FASB and ASU accounting pronouncements and interpretation thereof that have effective dates during the period reported and in future periods. The company has carefully considered the new pronouncement that alter the previous GAAP and do not believe than 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 | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2. GOING CONCERN The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has limited assets, has incurred losses since inception of $7,943,881 and has negative cash flows from operations. As of June 30, 2018, the Company had working capital of $114,172. The Company has relied on raising debt and equity capital in order to fund its ongoing day-to-day operations and its corporate overhead. The Company will require additional working capital from either cash flow from operations, from debt or equity financing, or from a combination of these sources. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3. PROPERTY AND EQUIPMENT Depreciation is computed using the straight-line method and is recognized over the estimated useful lives of the property and equipment, which ranges from 3 to 7 years once placed into service. Depreciation expense does not begin until documentation or 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 $12,946 and $8,289 for the six months and $7,294 and $4,239 for the three months ended June 30, 2018 and 2017, respectively. Property and Equipment consisted of the following as of June 30, 2018 and December 31, 2017: June 30, 2018 December 31, 2017 Machinery and leased equipment $ 129,076 $ 129,076 Machinery and equipment not yet in service 281,979 278,079 Office equipment and furniture 20,064 20,064 Website 2,760 2,760 Total, property and equipment 433,879 429,979 Less: Accumulated Depreciation (59,671 ) (46,725 ) Property and Equipment, Net $ 374,208 $ 383,254 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 4. INTANGIBLE ASSETS Amortization is computed using the straight-line method and is recognized over the estimated useful lives of the intangible assets, which ranges from 1 to 15 years. Amortization expense was $153,912 and $111,230 for the six months ended June 30, 2018 and 2017, respectively. The components of intangible assets at June 30, 2018 and December 31, 2017 were as follows: June 30, 2018 December 31, 2017 Patents $ 4,510,489 $ 4,505,489 Technology rights 200,000 200,000 Intangibles, at Cost 4,710,489 4,705,489 Less Accumulated Amortization (534,294 ) (380,382 ) Net Carrying Amount $ 4,176,195 $ 4,325,107 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 5. Debt The following table summarizes notes payable as of June 30, 2018 and December 31, 2017: Type Amount Origination Date Maturity Date Annual Interest Rate Balance at 30-Jun-18 Balance at 31-Dec-17 Note Payable (c) $ 150,000 5/18/2016 6/1/2019 13.00% $ 150,000 $ 150,000 Note Payable (f) * $ 50,000 10/18/2016 8/18/2017 5.00% $ — $ 50,000 Note Payable (f) * $ 25,000 4/12/2017 10/12/2017 5.00% $ — $ 25,000 Note Payable (b) $ 25,000 5/8/2017 6/30/2018 0.00% $ 27,500 $ 25,000 Note Payable (f) * $ 25,000 7/25/2017 9/25/2017 5.00% $ — $ 25,000 Note Payable (e) $ 50,000 9/1/2017 12/31/2017 8.00% $ — $ 50,000 Note Payable (e) $ 25,000 9/27/2017 12/31/2017 8.00% $ — $ 25,000 Note Payable (e) $ 37,500 10/11/2017 10/11/2018 8.00% $ — $ 37,500 Note Payable (f) * $ 20,000 10/24/2017 4/24/2018 5.00% $ — $ 20,000 Note Payable ** $ 56,000 12/1/2017 1/10/2018 8.00% $ — $ 20,000 Note Payable (a) $ 150,000 1/5/2018 4/3/2018 8.00% $ — $ — Note Payable (e) $ 12,500 2/16/2018 4/15/2018 8.00% $ — $ — Note Payable (a) $ 250,000 2/27/2018 4/30/2018 8.00% $ — $ — Note Payable (e) $ 130,000 6/20/2018 1/2/2020 8.00% $ 130,000 $ — Note Payable (f) * $ 126,964 6/20/2018 1/2/2020 6.00% $ 126,964 $ — Note Payable (d) $ 26,500 6/26/2018 7/31/2018 10.00% $ 26,500 $ — Subtotal $ 460,964 Debt Discount $ (13,115 ) Balance, net $ 447,849 Less current portion $ (202,532 ) Total long-term $ 245,317 * Indicates a re-classification from a related party to a non-related party note, as of January 1, 2018 ** Paid off during the period (a) On January 5, 2018, the Company entered into a promissory note with an unrelated party for $150,000. The note is due April 3, 2018, is unsecured and bears an interest rate of 8.0% per annum. Effective February 27, 2018 the Company extinguished its January 5, 2018 promissory note of $150,000 with an unrelated party and consolidated this amount into a new promissory note for $250,000 (an additional $100,000 received). The note is due on April 30, 2018, is unsecured and bears an interest rate of 8.0% per annum. On March 28, 2018 the Company extinguished its February 27, 2018 promissory note of $250,000 with an unrelated party and consolidated this amount into a convertible note for $450,000 (receiving $100,000 in the first quarter of 2018 and the remaining $100,000 in the second quarter of 2018). See under convertible notes table below for additional details of the convertible note. (b) On May 29, 2018, the Company entered into a Guarantee Agreement with a non-related party. The Company owed an unrelated party $27,500 that was due on October 10, 2017. In consideration for increasing the principal amount of the loan to $30,000 and a personal guarantee by the Company’s CEO, the lender agreed to extend the maturity date of the loan to June 30, 2018. The Company evaluated the modification pursuant to ASC 470-60 Troubled Debt Restructuring by Debtors, and ASC 470-50 Modification and Extinguishment. The Company concluded that the Company is experiencing financial difficulty and that a concession was not granted. As the creditors have not granted a concession the guidance contained in ASC 470-60 does not apply. As the original and new debt instruments are not considered substantially different, extinguishment accounting does not apply, and the Company accounted for the revised note as a debt modification. The carrying amount of the payable was not adjusted and the effects of the changes are reflected in future periods by computing the constant effective interest rate and applying it to the carrying amount of the payable each period until maturity. (c) On June 1, 2018, the Company signed an agreement to extend its $150,000 note dated May 18, 2016 for one year, for a total extension fee of $7,500 ($6,000 broker fee and $1,500 lender fee). The Company paid one-half of the total fee ($3,750), recorded as interest expense. The remainder of the extension fee, ($3,750), is past due and upon payment to the non-related note-holder, the loan shall be extended through June 1, 2019. The terms of the note remain the same, with interest set at 13.0%. (d) On June 26, 2018, the Company entered into a promissory note with an unrelated party for $26,500. The note is due July 31, 2018, is unsecured and bears an interest rate of 10% per annum. (e) On June 20, 2018, the Company had the following notes, to a non-related party, outstanding: • $50,000 issued September 1, 2017 • $25,000 issued September 27, 2017 • $37,500 issued October 11, 2017 • $12,500 issued February 16, 2018 On June 20, 2018, the Company issued a new note that consolidated into one the notes above as well as any outstanding interest owed. The new note has a principal of $130,000, bears interest at 8% per annum and is due on January 2, 2020. As the debt is being exchanged with the lender, the Company evaluated the modification pursuant to ASC 470-60 Troubled Debt Restructuring by Debtors Modification and Extinguishment The indicators of financial difficulty contained in ASC 470-60 were reviewed and it was concluded that the Company is experiencing financial difficulty. The Company then determined that a concession was granted. As the creditors have granted a concession the troubled debt restructuring model contained in ASC 470-60 was applied. The carrying amount of the payable was not adjusted and the effects of the changes are reflected in future periods by computing the constant effective interest rate and applying it to the carrying amount of the payable each period until maturity. (f) On June 20, 2018, the Company had the following notes, to a non-related party, outstanding: • $50,000 issued October 18, 2016 • $25,000 issued April 12, 2017 • $25,000 Issued July 25, 2017 • $20,000 issued October 24, 2017 On June 20, 2018, the Company issued a new note that consolidated into one note the notes above as well as any outstanding interest owed. The new note has a principal of $126,964, bears interest at 6% per annum. The Company must repay $66,964 of the note on August 31, 2018, and the remaining $60,000 on January 2, 2020. If the Company fails to make the $66,664 on August 31, 2018 the entire amount owed under the original notes becomes due immediately. As the debt is being exchanged with the lender, the Company evaluated the modification pursuant to ASC 470-60 Troubled Debt Restructuring by Debtors, and ASC 470-50 Modification and Extinguishment. The indicators of financial difficulty contained in ASC 470-60 were reviewed and it was concluded that the Company is experiencing financial difficulty as there is significant doubt that the Company is a going concern and that there is no assurance that the Company will have sufficient cash flows to service the debt through its maturity. The Company then proceeded to assess whether the creditors granted a concession. The Company determined that a concession was granted as the effective borrowing rate on the restructured debt is lower than the effective borrowing rate of the old debt. As the creditors have granted a concession the troubled debt restructuring model contained in ASC 470-60 was applied. The carrying amount of the payable was not adjusted and the effects of the changes are reflected in future periods by computing the constant effective interest rate and applying it to the carrying amount of the payable each period until maturity. The following table summarizes notes payable, related parties as of June 30, 2018 and December 31, 2017: Type Amount Origination Date Maturity Date Annual Interest Rate Balance at 30-Jun-18 Balance at 31-Dec-17 Note Payable, RP (j) $ 25,000 4/27/2017 4/27/2018 3.00% $ — $ 17,500 Note Payable, RP (k) $ 15,000 5/15/2017 5/15/2018 5.00% $ — $ 15,000 Note Payable, RP (j) $ 10,000 6/12/2017 6/12/2018 3.00% $ — $ 10,000 Note Payable, RP (j) $ 5,500 7/3/2017 6/30/2018 3.00% $ — $ 5,500 Note Payable, RP ** $ 2,000 7/5/2017 6/30/2018 3.00% $ — $ 2,000 Note Payable, RP ** $ 3,000 7/6/2017 6/30/2018 3.00% $ — $ 3,000 Note Payable, RP ** $ 2,500 7/10/2017 6/30/2018 3.00% $ — $ 2,500 Note Payable, RP ** $ 2,500 7/12/2017 6/30/2018 3.00% $ — $ 2,500 Note Payable, RP (j) $ 25,000 7/13/2017 6/30/2018 3.00% $ — $ 25,000 Note Payable, RP (j) $ 5,000 8/14/2017 6/30/2018 3.00% $ — $ 5,000 Note Payable, RP (i) * $ 275,000 9/27/2017 10/1/2018 7.50% $ — $ 275,000 Note Payable, RP (j) $ 250,000 11/15/2017 12/15/2018 1.00% $ — $ 250,000 Note Payable, RP (i) $ 100,000 11/15/2017 10/1/2018 7.50% $ — $ 100,000 Note Payable, RP (g) $ 30,000 4/10/2018 1/15/2019 3.00% $ 30,000 $ — Note Payable, RP (h) (j) $ 24,000 5/31/2018 6/30/2019 3.00% $ — $ — Note Payable, RP (i) * $ 380,000 6/20/2018 1/2/2020 8.00% $ 380,000 $ — Note Payable, RP (j) $ 350,000 6/20/2018 1/2/2020 5.00% $ 350,000 $ — Note Payable, RP (k) $ 17,000 6/20/2018 1/2/2020 5.00% $ 17,000 $ — Subtotal $ 777,000 Debt Discount $ (19,650 ) Balance, net $ 757,350 Less current portion $ (30,000 ) Total long-term $ 727,350 * Indicates a note that is collateralized by a patent (Note 4) ** Paid off during the period (g) On April 10, 2018 the Company entered into a promissory note with an entity owned by the CEO of the Company for $30,000. The note is due January 15, 2019, is unsecured and bears an interest rate of 3.0% per annum. (h) On May 31, 2018 the Company entered into a promissory note with the Chairman and CEO of the Company for $24,000. The note is due June 30, 2019, is unsecured and bears an interest rate of 3.0% per annum (i) On June 20, 2018, the Company had the following notes to an employee and Director of the Company outstanding: • $275,000 issued September 27, 2017 • $100,000 issued November 15, 2017 On June 20, 2018, the Company issued a new note that consolidated into one note the notes above as well as any outstanding interest owed. The new note has a principal of $380,000, bears interest at 8% per annum and is due on January 2, 2020. As the debt is being exchanged with the lender, the Company evaluated the modification pursuant to ASC 470-60 Troubled Debt Restructuring by Debtors, and ASC 470-50 Modification and Extinguishment. The indicators of financial difficulty contained in ASC 470-60 were reviewed and it was concluded that the Company is experiencing financial difficulty and that a concession was granted. As the creditor granted a concession the troubled debt restructuring model contained in ASC 470-60 was applied. The carrying amount of the payable was not adjusted and the effects of the changes are reflected in future periods by computing the constant effective interest rate and applying it to the carrying amount of the payable each period until maturity. (j) On June 20, 2018, the Company had the following notes to the Chairman and CEO of the Company outstanding: • $17,500 issued April 27, 2017 • $10,000 issued June 12, 2017 • $5,500 Issued July 3, 2017 • $25,000 issued July 13, 2017 • $5,000 issued August 14, 2017 • $250,000 issued November 15, 2017 • $24,000 issued May 31, 2018 On June 20, 2018, the Company issued a new note that consolidated into one note the notes above as well as any outstanding interest owed. The new note has a principal of $350,000, bears interest at 5% per annum and is due on January 2, 2020. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment. The Company concluded that the Company is experiencing financial difficulty and that a concession was not granted. As the creditor has not granted a concession, the guidance contained in ASC 470-60 was applied. The Company accounted for the new note as a debt modification. The carrying amount of the payable was not adjusted and a new effective interest rate was determined on the modification date that equates the revised cash flows to the carrying amount of the original debt. (k) On June 20, 2018, the Company had a $15,000 note to the CEO of the Company’s spouse outstanding. On June 20, 2018, the Company issued a new note that consolidated the note above as well as any outstanding interest owed. The new note has a principal of $17,000, bears interest at 5% per annum and is due on January 2, 2020. The Company evaluated the transaction under the guidance found in ASC 470-50 Modification and Extinguishment. The Company concluded that the Company is experiencing financial difficulty and that a concession was not granted. As the creditor has not granted a concession, the guidance contained in ASC 470-60 was applied. The Company accounted for the new note as a debt modification. The carrying amount of the payable was not adjusted and a new effective interest rate was determined on the modification date that equates the revised cash flows to the carrying amount of the original debt. The following table summarizes convertible notes payable as of June 30, 2018 and December 31, 2017: Type Amount Origination Date Maturity Date Annual Interest Rate Balance at 30-Jun-18 Balance at 31-Dec-17 Convertible Note Payable (l) $ 450,000 3/28/2018 3/31/2021 8.00% $ 450,000 $ — Convertible Note Payable (m) $ 68,000 6/5/2018 6/5/2019 12.00% $ 68,000 $ — Subtotal $ 518,000 Debt Discount $ (72,100 ) Balance, net $ 445,900 Less current portion $ (65,202 ) Total long-term $ 380,698 (l) On March 28, 2018 the Company extinguished its February 27, 2018 promissory note of $250,000 with an unrelated party and consolidated this amount into a convertible note for $450,000 (receiving $100,000 in the first quarter of 2018 and the remaining $100,000 in the second quarter of 2018). 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 60,000,000 issued shares of its stock. Due to the fact that the trading price of the Company’s common stock was greater than the stated conversion rate of this note on the date of issuance, a total discount of $78,087 for the beneficial conversion was recorded against the note and will be amortized against interest expense through the life of the note. As of June 30, 2018, interest expense of $5,785 was recorded as part of the amortization of the beneficial conversion feature of this note. As of June 30, 2018, the note had a principal balance of $450,000. (m) On June 5, 2018, the Company entered into a convertible promissory with an unrelated party for $68,000. The note is due on June 5, 2019 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 12% to 17% to 22% to 27% to 32% to 37%, dependent upon the timeframe of repayment during the note’s term) and any part of the notice which is not paid when due shall bear interest at the rate of 22.0% per annum from the due date until paid. The Company must, at all times, reserve six times that number of shares that would be issuable upon full conversion of the note, with an initial reserved share amount of 1,592,506 shares. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company’s common stock at a conversion price equal to 61% of the average 3 lowest trading prices during the 15 trading day period prior to the conversion date. Due to this provision, the Company considered whether the embedded conversion option qualifies for derivative accounting under ASC 815-15 Derivatives and Hedging. As the note isn’t convertible until 180 days following issuance, no derivative liability was recognized as of June 30, 2018 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS The Company has agreements with related parties for consulting services, notes payable and stock options. See Notes to Financial Statements numbers 5 and 7. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 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. As of June 30, 2018 there were -0- shares of preferred stock issued. Common Stock Effective March 23, 2018, the Company amended the articles of incorporation and increased the authorized shares of common stock with a par value of $0.001 per share from 100,000,000 to 300,000,000. As of June 30, 2018 and December 31, 2017 there were 43,459,238 and 41,179,238 shares of common stock issued respectively. On January 2, 2018, the Company sold 110,000 shares of common stock for $55,000. On March 15, 2018, the Company entered into a 12-month service agreement, expiring on March 15, 2019, for strategic planning, financing, capital formation, up-listing and expansion of the Company’s shareholder base. Per the terms of the agreement, the consulting company received a non-refundable $5,000 initial fee, will receive $2,500 per month beginning in April 2018, and was issued 2,000,000 fully vested non-forfeitable shares of restricted common stock, valued at $1,000,000 ($0.50 per shares). The 2,000,000 common shares of the Company’s stock were issued on June 12, 2018. As of June 30, 2018 the Company recorded the fair value of the common shares of $1,000,000 in common stock and additional paid in capital and has recorded $293,151 for the consulting expense related to the portion of the 12-month service agreement that has been completed. On April 10, 2018 the Company issued 120,000 shares of common stock at $0.50 per share to an employee and Director of the Company for cash proceeds of $60,000. On June 12, 2018, the Company entered into a 6-month service agreement, expiring on December 12, 2018, for business development and the development of financial reports. Per the terms of the agreement, the consulting company was issued 50,000 shares of restricted stock on June 29, 2018. As of June 30, 2018 the Company recorded the fair value of the common shares of $28,000 in common stock and additional paid in capital and has recorded $2,754 for the consulting expense related to the portion of the 12-month service agreement that has been completed. Stock Options Below is a table summarizing the options issued and outstanding as of June 30, 2018: Date Number Number Exercise Weighted Average Remaining Contractual Expiration Proceeds to Company if Issued Outstanding Exercisable Price $ Life (Years) Date Exercised 05/21/2014 1,875,000 1,875,000 0.13 0.89 05/20/2019 $ 250,000 01/01/2016 90,000 90,000 0.33 1.50 12/31/2019 30,000 01/01/2016 75,000 75,000 0.33 1.50 12/31/2019 25,000 09/15/2016 10,000 10,000 1.00 1.50 12/31/2019 10,000 10/01/2016 7,500 7,500 1.00 1.50 12/31/2019 7,500 01/01/2017 30,000 30,000 2.00 0.51 01/01/2019 60,000 01/26/2017 200,000 200,000 2.00 3.58 01/26/2022 400,000 2,287,500 2,287,500 $ 782,500 The weighted average exercise prices is $0.34 for the options outstanding and exercisable. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8. COMMITMENTS AND CONTINGENCIES 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 option to extend the first three-year period is at a rate of $5,100 per month. The option to extend the second three-year period is at a rate of $5,400 per month. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS On July 13, 2018, the Company entered into a short-term promissory note with the Chairman and CEO of the Company, for $5,000 to be used in operations. The note is unsecured, is due on June 30, 2019, and bears an interest rate of 3% per annum. On July 25, 2018, the Company entered into a convertible promissory with an unrelated party for $38,000. The note is due on July 25, 2019 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 12% to 17% to 22% to 27% to 32% to 37%, dependent upon the timeframe of repayment during the note’s term) and any part of the notice which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid. The conversion rights of the note do not apply until 180 days for the note’s inception and a notice of conversion must occur. The Company must, at all times, reserve six times that number of shares that would be issuable upon full conversion of the note, with an initial reserved share amount of 1,038,251 shares. On July 27, 2018, the Company entered into a short-term promissory note with an employee and Director of the Company, for $50,000 to be used in operations. The note is unsecured, incorporates the purchase of a piece of SurvivaLyte® equipment at cost and grants a three-year (from installation of equipment), non-exclusive US EPA sub-registration for markets (with specific exceptions) in a specific geographical location with a per gallon royalty feature as added benefits, is due on November 15, 2018, and bears an interest rate of 8% per annum. |
BASIS OF PRESENTATION AND SUM15
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Nature of Operations | Nature of Operations PCT LTD (formerly Bingham Canyon Corporation), (the “Company,” “PCT Ltd,” or “Bingham”), a Delaware corporation, was formed on August 27, 1986. The Company changed its domicile to Nevada on August 26, 1999. On August 31, 2016, the Company entered into a Securities Exchange Agreement with Paradigm Convergence Technologies Corporation (“Paradigm,” “PCT Corp,” or PCT Corp., the wholly-owned operating subsidiary”) to affect the acquisition of Paradigm as a wholly-owned subsidiary. Under the terms of the agreement, the Company issued 16,790,625 restricted common shares of Company stock to all of the shareholders of Paradigm in exchange for all 22,387,500 outstanding Paradigm common stock. In addition, the Company issued options exercisable into 2,040,000 shares of the Company’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, the operating company, is considered the accounting acquirer. PCT Corp. 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 names to Paradigm Convergence Technologies Corp. PCT Corp. is a technology licensing, OEM and sales/leasing company specializing in environmentally-responsible solutions for global sustainability. PCT LTD, the public 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), intellectual property and/or distribution rights to innovative products and technologies. PCT Corp. provides innovative products and technologies for eliminating bacterial contamination in healthcare facilities, the agricultural market and in the oil & gas industry. PCT Corp.’s overall strategy is to design, assemble, market, sell and/or lease equipment, fluids and proprietary “certifications” of its products and technologies. PCT Corp., utilizes equipment leasing program (“System Service Agreements”), joint ventures, licensing, distributor agreements and partnerships. Effective on March 23, 2018, the Company changed its name from Bingham Canyon Corporation to PCT LTD to more accurately identify the Company’s direction and to develop the complimentary relationship and association with its wholly-owned operating company, PCT Corp. |
Principles of Consolidations | Principles of Consolidations The accompanying consolidated financial statements include the accounts of PCT LTD (“Parent”) and PCT Corp. All intercompany accounts have been eliminated upon consolidation. |
Use of Estimates | 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 Cash and cash equivalents are considered to be cash and a highly liquid security with original maturities of three months or less. There was cash of $53 and $7,838 as of June 30, 2018 and December 31, 2017, respectively. There were no cash equivalents as of June 30, 2018 and December 31, 2017. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at the time product is shipped or services are provided, including any shipping and handling fees. The Company provided allowances for uncollectible accounts receivable equal to the estimated collection losses that will be incurred in collection of all receivables. Accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. That 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 allowance for doubtful accounts was $12,000 at June 30, 2018 and December 31, 2017. |
Inventory | Inventory Inventories are stated at the lower of cost or market. Cost is determined by using the first in, first out (FIFO) method. We record the value of our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand, future pricing and market conditions. As of June 30, 2018 and December 31, 2017, the inventory consisted of parts for equipment sold as replacement parts to existing customers or sold to new customers. The Company has recorded a reserve allowance of $0 at June 30, 2018 and December 31, 2017. |
Property and Equipment | Property and Equipment Property and equipment are stated at purchased cost and depreciated utilizing a straight-line method over estimated useful lives ranging from 3 to 7 years after the asset has been placed in service. Upon selling equipment that had been under a lease agreement, the Company discontinues the depreciation on that piece of equipment, as it transfers ownership to another entity. Additions and major improvements that extend the useful lives of property and equipment are capitalized. Maintenance and repairs are charged to operations as incurred. Upon trade-in, sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any related gains or losses are recorded in the results of operations. Accumulated depreciation for period ending June 30, 2018 and December 31, 2017 were $59,671 and $46,725, respectively. |
Fair Value Measurements | Fair Value Measurements The Company follows ASC 820, “Fair Value Measurements and Disclosures,” Level 1: Valuations for assets and liabilities traded in active markets from readily available pricing sources such as quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs (other than Level 1 quoted prices) such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of our financial instruments, including, cash and cash equivalents, accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short maturities of these financial instruments. We do not have other financial assets or liabilities that are measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017. |
Valuation of Long-lived Assets | Valuation of Long-lived Assets The carrying values of the Company’s long-lived assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the projected undiscounted cash flows. Under similar analysis no impairment was recorded as of June 30, 2018 and December 31, 2017. Impairment tests are conducted on an annual basis and, should they indicate a carrying value in excess of fair value, additional impairment changes may be required. |
Intangible Assets | 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 estimated useful lives. The Company currently has the right to a U.S. patent (with international patents in process) and proprietary property 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 These assets are stated at cost, net of accumulated amortization. An impairment charge is recognized and the carrying amount exceeds the fair value of the intangible assets as determined by the projected discounted net future cash flows. The recorded impairment expense of nil for the periods ending June 30, 2018 and December 31, 2017. Accumulated amortization was $534,294 and $380,382 as of June 30, 2018 and December 31, 2017, respectively. |
Research and Development | Research and Development Research and development costs are recognized as an expense during the period incurred, which is until the conceptual formulation, design, and testing of the process is completed and the process has been determined to be commercially viable. |
Revenue Recognition | Revenue Recognition In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customer (Topic 606) The Company has structured its revenue as: 1) product (sales or equipment and/or fluid solutions); 2) licensing (contract-based use of the Company’s US EPA Product Registration, returning revenue in licensing fees and/or royalties from minimum or actual fluid sales); and 3) equipment leases (under systems service agreements, usually 3-year contract for the provision of the Company’s equipment and service of such, under contract to customers, with renewable terms). Revenue from contracts to license technology to others is immediately recognized since it is a non-refundable deposit. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to current presentation. |
Basic and Diluted Loss per Share | Basic and Diluted Loss per Share Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. As of June 30, 2018 there were outstanding common share equivalents (options and convertible notes payable) which amounted to 1,874,746 shares of common stock. These common share equivalents were not included in the computation of diluted loss per share as their effect would have been anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed all other FASB and ASU accounting pronouncements and interpretation thereof that have effective dates during the period reported and in future periods. The company has carefully considered the new pronouncement that alter the previous GAAP and do not believe than any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | June 30, 2018 December 31, 2017 Machinery and leased equipment $ 129,076 $ 129,076 Machinery and equipment not yet in service 281,979 278,079 Office equipment and furniture 20,064 20,064 Website 2,760 2,760 Total, property and equipment 433,879 429,979 Less: Accumulated Depreciation (59,671 ) (46,725 ) Property and Equipment, Net $ 374,208 $ 383,254 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of intangible assets | June 30, 2018 December 31, 2017 Patents $ 4,510,489 $ 4,505,489 Technology rights 200,000 200,000 Intangibles, at Cost 4,710,489 4,705,489 Less Accumulated Amortization (534,294 ) (380,382 ) Net Carrying Amount $ 4,176,195 $ 4,325,107 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Notes payable | Type Amount Origination Date Maturity Date Annual Interest Rate Balance at 30-Jun-18 Balance at 31-Dec-17 Note Payable (c) $ 150,000 5/18/2016 6/1/2019 13.00% $ 150,000 $ 150,000 Note Payable (f) * $ 50,000 10/18/2016 8/18/2017 5.00% $ — $ 50,000 Note Payable (f) * $ 25,000 4/12/2017 10/12/2017 5.00% $ — $ 25,000 Note Payable (b) $ 25,000 5/8/2017 6/30/2018 0.00% $ 27,500 $ 25,000 Note Payable (f) * $ 25,000 7/25/2017 9/25/2017 5.00% $ — $ 25,000 Note Payable (e) $ 50,000 9/1/2017 12/31/2017 8.00% $ — $ 50,000 Note Payable (e) $ 25,000 9/27/2017 12/31/2017 8.00% $ — $ 25,000 Note Payable (e) $ 37,500 10/11/2017 10/11/2018 8.00% $ — $ 37,500 Note Payable (f) * $ 20,000 10/24/2017 4/24/2018 5.00% $ — $ 20,000 Note Payable ** $ 56,000 12/1/2017 1/10/2018 8.00% $ — $ 20,000 Note Payable (a) $ 150,000 1/5/2018 4/3/2018 8.00% $ — $ — Note Payable (e) $ 12,500 2/16/2018 4/15/2018 8.00% $ — $ — Note Payable (a) $ 250,000 2/27/2018 4/30/2018 8.00% $ — $ — Note Payable (e) $ 130,000 6/20/2018 1/2/2020 8.00% $ 130,000 $ — Note Payable (f) * $ 126,964 6/20/2018 1/2/2020 6.00% $ 126,964 $ — Note Payable (d) $ 26,500 6/26/2018 7/31/2018 10.00% $ 26,500 $ — Subtotal $ 460,964 Debt Discount $ (13,115 ) Balance, net $ 447,849 Less current portion $ (202,532 ) Total long-term $ 245,317 * Indicates a re-classification from a related party to a non-related party note, as of January 1, 2018 ** Paid off during the period Type Amount Origination Date Maturity Date Annual Interest Rate Balance at 30-Jun-18 Balance at 31-Dec-17 Note Payable, RP (j) $ 25,000 4/27/2017 4/27/2018 3.00% $ — $ 17,500 Note Payable, RP (k) $ 15,000 5/15/2017 5/15/2018 5.00% $ — $ 15,000 Note Payable, RP (j) $ 10,000 6/12/2017 6/12/2018 3.00% $ — $ 10,000 Note Payable, RP (j) $ 5,500 7/3/2017 6/30/2018 3.00% $ — $ 5,500 Note Payable, RP ** $ 2,000 7/5/2017 6/30/2018 3.00% $ — $ 2,000 Note Payable, RP ** $ 3,000 7/6/2017 6/30/2018 3.00% $ — $ 3,000 Note Payable, RP ** $ 2,500 7/10/2017 6/30/2018 3.00% $ — $ 2,500 Note Payable, RP ** $ 2,500 7/12/2017 6/30/2018 3.00% $ — $ 2,500 Note Payable, RP (j) $ 25,000 7/13/2017 6/30/2018 3.00% $ — $ 25,000 Note Payable, RP (j) $ 5,000 8/14/2017 6/30/2018 3.00% $ — $ 5,000 Note Payable, RP (i) * $ 275,000 9/27/2017 10/1/2018 7.50% $ — $ 275,000 Note Payable, RP (j) $ 250,000 11/15/2017 12/15/2018 1.00% $ — $ 250,000 Note Payable, RP (i) $ 100,000 11/15/2017 10/1/2018 7.50% $ — $ 100,000 Note Payable, RP (g) $ 30,000 4/10/2018 1/15/2019 3.00% $ 30,000 $ — Note Payable, RP (h) (j) $ 24,000 5/31/2018 6/30/2019 3.00% $ — $ — Note Payable, RP (i) * $ 380,000 6/20/2018 1/2/2020 8.00% $ 380,000 $ — Note Payable, RP (j) $ 350,000 6/20/2018 1/2/2020 5.00% $ 350,000 $ — Note Payable, RP (k) $ 17,000 6/20/2018 1/2/2020 5.00% $ 17,000 $ — Subtotal $ 777,000 Debt Discount $ (19,650 ) Balance, net $ 757,350 Less current portion $ (30,000 ) Total long-term $ 727,350 * Indicates a note that is collateralized by a patent (Note 4) ** Paid off during the period Type Amount Origination Date Maturity Date Annual Interest Rate Balance at 30-Jun-18 Balance at 31-Dec-17 Convertible Note Payable (l) $ 450,000 3/28/2018 3/31/2021 8.00% $ 450,000 $ — Convertible Note Payable (m) $ 68,000 6/5/2018 6/5/2019 12.00% $ 68,000 $ — Subtotal $ 518,000 Debt Discount $ (72,100 ) Balance, net $ 445,900 Less current portion $ (65,202 ) Total long-term $ 380,698 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
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 0.89 05/20/2019 $ 250,000 01/01/2016 90,000 90,000 0.33 1.50 12/31/2019 30,000 01/01/2016 75,000 75,000 0.33 1.50 12/31/2019 25,000 09/15/2016 10,000 10,000 1.00 1.50 12/31/2019 10,000 10/01/2016 7,500 7,500 1.00 1.50 12/31/2019 7,500 01/01/2017 30,000 30,000 2.00 0.51 01/01/2019 60,000 01/26/2017 200,000 200,000 2.00 3.58 01/26/2022 400,000 2,287,500 2,287,500 $ 782,500 |
BASIS OF PRESENTATION AND SUM20
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
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 | $ 53 | $ 863 | $ 7,838 | $ 21,078 |
Cash equivalents | ||||
Allowance for doubtful accounts | ||||
Accumulated depreciation of property and equipment | (59,671) | (46,725) | ||
Accumulated amortization of intangible assets | $ 534,294 | $ 380,382 | ||
Antidilutive securities excluded from calculation of earnings per share | 1,874,746 | |||
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 ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Losses incurred since inception | $ (7,943,881) | $ (6,744,520) |
Working capital | $ 114,172 |
PROPERTY AND EQUIPMENT - Proper
PROPERTY AND EQUIPMENT - Property and equipment (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Machinery and leased equipment | $ 129,076 | $ 129,076 |
Machinery and equipment not yet in services | 281,979 | 278,079 |
Office equipment and furniture | 20,064 | 20,064 |
Website | 2,760 | 2,760 |
Total property and equipment | 433,879 | 429,979 |
Less: Accumulated Depreciation | (59,671) | (46,725) |
Property and equipment, net | $ 374,208 | $ 383,254 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Property And Equipment | ||||
Depreciation expense | $ (7,294) | $ (4,239) | $ (12,946) | $ (8,289) |
INTANGIBLE ASSETS - Components
INTANGIBLE ASSETS - Components of intangible assets (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Patents | $ 4,510,489 | $ 4,505,489 |
Technology rights | 200,000 | 200,000 |
Intangible, at cost | 4,710,489 | 4,705,489 |
Less: Accumulated amortization | (534,294) | (380,382) |
Net Carrying Amount | $ 4,176,195 | $ 4,325,107 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Intangible Assets Details Narrative Abstract | ||
Amortization expense | $ (153,912) | $ (111,230) |
Debt - Notes payable (Details)
Debt - Notes payable (Details) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Notes Payable (1) | |
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 (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 | |
Notes Payable (3) | |
Original amount | $ 25,000 |
Issuance date | Apr. 12, 2017 |
Maturity date | Oct. 12, 2017 |
Interest rate | 5.00% |
Balance, beginning | $ 25,000 |
Balance, ending | |
Notes Payable (4) | |
Original amount | $ 25,000 |
Issuance date | May 8, 2017 |
Maturity date | Oct. 10, 2017 |
Interest rate | 0.00% |
Balance, beginning | $ 25,000 |
Balance, ending | 27,500 |
Notes Payable (5) | |
Original amount | $ 25,000 |
Issuance date | Jul. 25, 2017 |
Maturity date | Sep. 25, 2017 |
Interest rate | 5.00% |
Balance, beginning | $ 25,000 |
Balance, ending | |
Notes Payable (6) | |
Original amount | $ 50,000 |
Issuance date | Sep. 1, 2017 |
Maturity date | Dec. 31, 2017 |
Interest rate | 8.00% |
Balance, beginning | $ 50,000 |
Balance, ending | |
Notes Payable (7) | |
Original amount | $ 25,000 |
Issuance date | Sep. 27, 2017 |
Maturity date | Dec. 31, 2017 |
Interest rate | 8.00% |
Balance, beginning | $ 25,000 |
Balance, ending | |
Notes Payable (8) | |
Original amount | $ 37,500 |
Issuance date | Oct. 11, 2017 |
Maturity date | Oct. 11, 2018 |
Interest rate | 8.00% |
Balance, beginning | $ 37,500 |
Balance, ending | |
Notes Payable (9) | |
Original amount | $ 20,000 |
Issuance date | Oct. 24, 2017 |
Maturity date | Apr. 24, 2018 |
Interest rate | 5.00% |
Balance, beginning | $ 20,000 |
Balance, ending | |
Notes Payable (10) | |
Original amount | $ 56,000 |
Issuance date | Dec. 1, 2017 |
Maturity date | Jan. 10, 2018 |
Interest rate | 8.00% |
Balance, beginning | $ 20,000 |
Balance, ending | |
Notes Payable (11) | |
Original amount | $ 150,000 |
Issuance date | Jan. 5, 2018 |
Maturity date | Apr. 3, 2018 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | |
Notes Payable (12) | |
Original amount | $ 12,500 |
Issuance date | Feb. 16, 2018 |
Maturity date | Apr. 15, 2018 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | |
Notes Payable (13) | |
Original amount | $ 250,000 |
Issuance date | Feb. 27, 2018 |
Maturity date | Apr. 30, 2018 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | |
Notes Payable (14) | |
Original amount | $ 130,000 |
Issuance date | Jun. 20, 2018 |
Maturity date | Jan. 2, 2020 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | 130,000 |
Notes Payable (15) | |
Original amount | $ 126,964 |
Issuance date | Jun. 20, 2018 |
Maturity date | Jan. 2, 2020 |
Interest rate | 60.00% |
Balance, beginning | |
Balance, ending | 126,964 |
Notes Payable (16) | |
Original amount | $ 26,500 |
Issuance date | Jun. 26, 2018 |
Maturity date | Jul. 31, 2018 |
Interest rate | 10.00% |
Balance, beginning | |
Balance, ending | 26,500 |
Notes Payable, Related Party (1) | |
Original amount | $ 25,000 |
Issuance date | Apr. 27, 2017 |
Maturity date | Apr. 27, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 17,500 |
Balance, ending | |
Notes Payable, Related Party (2) | |
Original amount | $ 15,000 |
Issuance date | May 15, 2017 |
Maturity date | May 15, 2018 |
Interest rate | 5.00% |
Balance, beginning | $ 15,000 |
Balance, ending | |
Notes Payable, Related Party (3) | |
Original amount | $ 10,000 |
Issuance date | Jun. 12, 2017 |
Maturity date | Jun. 12, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 10,000 |
Balance, ending | |
Notes Payable, Related Party (4) | |
Original amount | $ 5,500 |
Issuance date | Jul. 3, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 5,500 |
Balance, ending | |
Notes Payable, Related Party (4a) | |
Original amount | $ 2,000 |
Issuance date | Jul. 5, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 2,000 |
Balance, ending | |
Notes Payable, Related Party (4b) | |
Original amount | $ 3,000 |
Issuance date | Jul. 6, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 3,000 |
Balance, ending | |
Notes Payable, Related Party (5) | |
Original amount | $ 2,500 |
Issuance date | Jul. 10, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 2,500 |
Balance, ending | |
Notes Payable, Related Party (6) | |
Original amount | $ 2,500 |
Issuance date | Jul. 12, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 2,500 |
Balance, ending | |
Notes Payable, Related Party (7) | |
Original amount | $ 25,000 |
Issuance date | Jul. 13, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 25,000 |
Balance, ending | |
Notes Payable, Related Party (8) | |
Original amount | $ 5,000 |
Issuance date | Aug. 14, 2017 |
Maturity date | Jun. 30, 2018 |
Interest rate | 3.00% |
Balance, beginning | $ 5,000 |
Balance, ending | |
Notes Payable, Related Party (9) | |
Original amount | $ 275,000 |
Issuance date | Sep. 27, 2017 |
Maturity date | Oct. 1, 2018 |
Interest rate | 7.50% |
Balance, beginning | $ 275,000 |
Balance, ending | |
Notes Payable, Related Party (10) | |
Original amount | $ 250,000 |
Issuance date | Nov. 15, 2017 |
Maturity date | Dec. 15, 2018 |
Interest rate | 1.00% |
Balance, beginning | $ 250,000 |
Balance, ending | |
Notes Payable, Related Party (11) | |
Original amount | $ 100,000 |
Issuance date | Nov. 15, 2017 |
Maturity date | Oct. 1, 2018 |
Interest rate | 7.50% |
Balance, beginning | $ 100,000 |
Balance, ending | |
Notes Payable, Related Party (12) | |
Original amount | $ 30,000 |
Issuance date | Apr. 10, 2018 |
Maturity date | Jan. 15, 2019 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | 30,000 |
Notes Payable, Related Party (13) | |
Original amount | $ 24,000 |
Issuance date | May 31, 2018 |
Maturity date | Jun. 30, 2019 |
Interest rate | 3.00% |
Balance, beginning | |
Balance, ending | |
Notes Payable, Related Party (14) | |
Original amount | $ 380,000 |
Issuance date | Jun. 20, 2018 |
Maturity date | Jan. 2, 2020 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | 380,000 |
Notes Payable, Related Party (15) | |
Original amount | $ 350,000 |
Issuance date | Jun. 20, 2018 |
Maturity date | Jan. 2, 2020 |
Interest rate | 5.00% |
Balance, beginning | |
Balance, ending | 350,000 |
Notes Payable, Related Party (16) | |
Original amount | $ 17,000 |
Issuance date | Jun. 20, 2018 |
Maturity date | Jan. 2, 2020 |
Interest rate | 5.00% |
Balance, beginning | |
Balance, ending | 17,000 |
Convertible Note Payable (1) | |
Original amount | $ 450,000 |
Issuance date | Mar. 28, 2018 |
Maturity date | Mar. 31, 2021 |
Interest rate | 8.00% |
Balance, beginning | |
Balance, ending | 450,000 |
Convertible Note Payable (2) | |
Original amount | $ 68,000 |
Issuance date | Jun. 5, 2018 |
Maturity date | Jun. 5, 2019 |
Interest rate | 12.00% |
Balance, beginning | |
Balance, ending | $ 68,000 |
STOCKHOLDERS' EQUITY - Summary
STOCKHOLDERS' EQUITY - 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 | Jun. 30, 2018 |
Options issued and outstanding | |||||||
Number outstanding | 200,000 | 30,000 | 7,500 | 10,000 | 90,000 | 1,875,000 | 2,287,500 |
Number exercisable | 200,000 | 7,500 | 10,000 | 90,000 | 1,875,000 | 2,287,500 | |
Exercise price | $ 2 | $ 2 | $ 1 | $ 1 | $ 0.33 | $ 0.13 | |
Weighted average remaining contractual life | 3 years 9 months 29 days | 9 months 4 days | 1 year 9 months | 1 year 9 months | 1 year 9 months | 1 year 1 month 21 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 | 1 year 9 months | ||||||
Expiration date | Dec. 31, 2019 | ||||||
Proceeds to Company if exercised | $ 25,000 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) | 6 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Equity [Abstract] | |
Common stock sold to unrelated shareholder, shares | shares | 110,000 |
Common stock sold to unrelated shareholder, proceeds | $ 55,000 |
Initial fee for consulting company | 5,000 |
Monthly fee to consulting company | $ 2,500 |
Restricted common stock to be issued to consulting company, shares | shares | 2,000,000 |
Restricted common stock to be issued to consulting company, value per share | $ / shares | $ .50 |
Restricted common stock to be issued to consulting company, value | $ 1,000,000 |
Consulting expense and additional paid in capital recorded | $ 43,836 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, monthly rate | $ 4,800 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jul. 27, 2018 | Jul. 25, 2018 | Jul. 13, 2018 | Jun. 30, 2018 |
Subsequent Events [Abstract] | ||||
Promissory note, amount | $ 50,000 | $ 38,000 | $ 5,000 | |
Due date | Nov. 15, 2018 | Jul. 25, 2019 | Jun. 30, 2019 | |
Interest rate | 8.00% | 12.00% | 3.00% | |
Stock issued for cash proceeds, shares | 110,000 | |||
Stock issued for cash proceeds, amount | $ 55,000 |