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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☑

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2020~~2021

ORor

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For transition period from ___ to ____

Commission file number: 000-31549

PCT LTD

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

90-0578516

(I.R.S. Employer Identification No.)

4235 Commerce Street, Little River, South Carolina

(Address of principal executive offices)

29566

(Zip Code)

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

~~PCT~~(Registrant’s ~~LTD~~telephone number, including area code)

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

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

Securities registered under Section 12(g) of the Act: Common Stock, par value $0.001 per share

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

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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

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

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

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

Large accelerated filer ☐

Non-accelerated filer ☑

Accelerated filer ☐

Smaller reporting company ☑

Emerging growth company ☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

As ofat June 30, ~~2020~~2021, the aggregate market value of the Registrant’s common equity held by non-affiliates computed by reference to the closing price ($0.~~03565~~0172) of the Registrant’s most recently completed second fiscal quarter was $2012,~~119~~589,~~600~~934.

The number of shares outstanding of the registrant’'s common stock as of ~~April~~March 1224, ~~2021~~2022 was ~~756~~790,~~329~~924,~~354,~~690 which does not include ~~shares~~209,075,310 shares of common stock reserved against default on convertible debt.

Documents incorporated by reference: None

TABLE OF CONTENTS

	PART I
Item 1.	Business	5
Item 1A.	Risk Factors	1415
Item 1B.	Unresolved Staff Comments	2325
Item 2.	Properties	2325
Item 3.	Legal ~~Procedures~~Proceedings	2325
Item 4.	Mine Safety Disclosures	2325
	PART II
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2426
Item 6.	~~Selected Financial Data~~[Reserved]	2627
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2627
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 8.	Financial Statements and Supplementary Data	3031
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	6066
Item 9A.	Controls and Procedures	6066
Item 9B.	Other Information	6067
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	67
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	6168
Item 11.	Executive Compensation	6370
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	6573
Item 13.	Certain Relationships and Related Transactions, and Director Independence	6674
Item 14.	Principal Accounting Fees and Services	6775
	PART IV
Item 15.	Exhibits, Financial Statement Schedules	6876
Signatures		69
Item 16.	Form 10-K Summary	76
Signatures		77

FORWARD-LOOKING STATEMENTS

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

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

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

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

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

inventory;

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

• significant dilution resulting from our financing activities;

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

• supply chain disruptions for components used in our products;

• manufacturers inability to deliver components or products on time;

• our ability to diversify our operations;

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

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

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

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

• inability to efficiently manage our operations;

• inability to achieve future operating results;

• the unavailability of funds for capital expenditures;

• our ability to recruit and hire key employees;

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

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

• the other risks and uncertainties detailed in this report.

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

In this annual report, references to “PCT LTD,” “we,” “us,” “our” and “the Company” refer to PCT LTD and its wholly-owned operating subsidiary, Paradigm Convergence Technologies Corporation (“PCT Corp.” or “Paradigm”). We also have a minority owned subsidiary, Disruptive Oil and Gas Technologies Corp, and a dormant wholly-owned subsidiary, Technologies Development Corp.

AVAILABLE INFORMATION

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

PART I

ITEM 1. BUSINESS

Historical Development

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

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

PCTL and PCT Corp. are located in Little River, SC. PCT Corp. was formed June 6, 2012 under the name of EUR-ECA, Ltd. which was changed in September 2015 to PCT Corp.

Business Strategy – Operating Subsidiaries

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

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

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

PCT Corp. has developed several models of electrochemical activation generators and systems for the production of Hydrolyte^®, an EPA registered, highly effective sanitizer/disinfectant microbiocide that is environmentally responsible and for use around humans and animals. Hydrolyte^®has been market tested with commercial customers and is now fully launched into the hospital and healthcare market. Management intends to focus on leveraging the opportunities presented by Hydrolyte^®during 2021within the healthcare market, as well as building into its oil and gas and agriculture markets.

PCT Corp.’s revenue streams have in the past been derived primarily from master service contracts, placing its Annihilyzer Infection Control Systems and other models of its equipment into clients’ locations and benefitting from recurring monthly revenue for typically 3- to 5-year contract periods, as well as licensing and distributor agreements, along with some outright sales of equipment. PCT Corp. made a “soft” launch in 2017, and management focused on establishing distributor operations and direct sales in addition to expanding its equipment production capabilities. Direct sales of equipment and Hydrolyte® have been managed by members of the senior management team. During 2019, PCT Corp. added additional distributors and supplemental EPA registrants (licenses), in addition to building on existing distributors that have existing healthcare, and other industry, customer relationships. The prior years’ distributors were based in New Jersey/New York, North Carolina, Ohio and Florida. As a result of the unprecedented COVID-19 pandemic’s onset in March of 2020, PCT Corp. found itself unable to travel to install Annihilyzer Infection Control Systems into healthcare settings; so, management decided to upfit its Little River, SC facility to produce significantly increased fluid production capacity to 10,000 gallons a day to serve healthcare facilities’ and others’ critical needs for a hospital level, US EPA-registered disinfectant. During 2020, PCT Corp.’s distribution network was vastly expanded throughout the United States, including Puerto Rico, as well as into the United Kingdom. A distributor-focused website was launched (www.pctcorporation.com) to build the company’s Hydrolyte® brand and promote fluid sales. Management expects to continue vetting and adding more strategically located and specific industry-focused distributors and is in negotiations with several potential entities for certain market segments.

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

5Disruptive Oil and Gas Technologies Corp

On July 11, 2021, we incorporated a new wholly-owned subsidiary, Disruptive Oil and Gas Technologies Corp (“Disruptive O&G”), in the State of Nevada. Disruptive O&G was formed to allow us flexibility in operations dealing with the oil and gas industry. As at December 31, 2021, Disruptive O&G had not commenced operations.

In October of 2021, we entered into a contribution agreement (the “Contribution Agreement”) among Nano Gas Technologies, Inc. (“Nano Gas”), NGT Energy Inc, Pentagon Technical Services, Inc. (“Pentagon”) and Disruptive O&G. Pursuant to the Contribution Agreement, Nano Gas assigned a patent, titled “Nanobubble Dispersions in Electrochemically Activated Solutions”, to Disruptive O&G in return for a 46.25% ownership interest in the entity and Pentagon was issued a 7.5% ownership interest in the entity for services. A copy of the Contribution Agreement is attached hereto as Exhibit 10.7.

Technologies Development Corp

On July 11, 2021, we incorporated a new wholly-owned subsidiary, Technologies Development Corp (“TDC”), in the State of Nevada. TDC was formed in anticipation of expanding our operations through the development of additional technologies, joint venturing with industry partners or other purposes as determined by management. As of December 31, 2021, TDC was inactive; however, subsequent to year-end, TDC has located a company with unique technology and is in discussions to structure a potential transaction in the second quarter of 2022.

Principal Technology: Hydrolyte^®and PCT Catholyte

Paradigm’s generator systems make two products in the cleansers, hard-surface sanitizers, and disinfectants categories:

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Hydrolyte^®US EPA Registration No. 92108-1 is a highly effective hard-surface sanitizer and/or disinfectant with the lowest EPA toxicity rating possible (“4”); and,

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PCT Catholyte, a similarly safe, mild detergent, degreaser and surfactant that is easily applied using mop buckets, sprayers and floor cleaning machines for basic janitorial cleaning purposes.

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

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

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

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

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

Production:

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

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Annihilyzer Infection Control System – Hospital/Healthcare

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Annihilyzer Infection Control System – Rack Model

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Hydrolyte Generator – Large and Medium Volume

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SurvivaLyte Manual Generator – Small Volume

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Annihilyzer Hospital 360 SMART Spray Cart

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School/Hospitality Industry and General Business 360 SMART Utility Cart

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

Markets:

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

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Institutional facilities, such as hospitals, nursing homes, hotels, correctional facilities and schools;

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The agriculture industry for pre- and post-harvest disinfection of crops, sanitization in food processing, and certain applications in animal husbandry;

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The oil and gas industry where Hydrolyte^® can provide a process to disinfect water used in hydraulic fracking processes (“frac water”) and to kill sulfate reducing bacteria in “sour” oil and gas wells; and Catholyte can be used to clean equipment and aid in product recovery when applied “down hole”; and.

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Other potential market opportunities are available, e.g., disinfecting and sanitizing of water in public and private water systems and industrial waste-water systems.

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

Institutional Facilities: Hospitals, Health Care Facilities and Schools

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

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

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

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

Agricultural Antimicrobial Pesticide

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

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

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

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

Testing/Research:

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

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

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

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

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

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

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Finalize regulatory approvals to enter the market as the only known resource for resolving this agricultural disease with no known negative effects to the fruit;

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Finalize designs for, and assemble, large volume product generation and delivery systems best suited to the agricultural working environment;

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Pursue additional EPA approvals for additional applications in the agricultural markets; and,

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Forecast, with greater accuracy, product deployment protocols through research and development input for use in the distribution and sales of product in this market.

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

Oil and Gas Industry

World market prices for oil have fluctuated during the past several years. As opportunities in this market emerge, we plan to use oil-field service companies to market and distribute our Hydrolyte® and Catholyte products to their clients/customers. Management isincorporated ~~currently~~Disruptive ~~seeking~~O&G anto ~~appropriate~~address this ~~opportunity~~market toand ~~re-enter~~anticipates ~~this~~the ~~market~~Contribution Agreement with Nano Gas will enhance our presence and success in the industry.

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

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

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

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

Marketing, Sales and Distribution of Hydrolyte®

Once again, marketing and sales activities were nominal in the first half of ~~2020~~2021 while management focused on adapting its business model to meet the climate created by the worldwide pandemic. A good portion of ~~March~~2021 ~~2020~~ was spent building sufficient physical production capacity to meet demand, while developing work flows, shipper relationships and accounting systems to serve fluids customers instead of assembling equipment. New distributor and customer relationships were established through management’s existing contacts and as a result of much of the business world seeking an effective disinfectant to protest themselves during the unprecedented pandemic event. ~~Fluid sales burgeoned, providing a solid base of sales and revenue throughout the 2020 year.~~ Management, working with consultants well-known to management, continues to establish distributor and/or joint venture opportunities and other agreements for the marketing and sales of PCT Corp.’s products and services.

The Company began updating marketing materials and websites in order to present a consistent brand identity.

PCT Corp. uses its production, operations and research and development facility in Little River, South Carolina to display its products and technologies, to produce fluids for shipment, and also established a fluid production depot in Fort Wayne, Indiana during 2020, and is considering strategic assembly capabilities for this facility. The Little River location provides a meeting and demonstration area where working models and simulations allow first-hand interaction and live demonstrations for interested parties. Little River hosts on-site visits for training, as well as allowing for research and development to freely occur in a controlled environment.

The Institutional program for PCT Corp.’s healthcare sales program began with agreements with prospective customers for pilot/demonstration installations at their facilities; those pilot installations were completed early in 2019 and the Company has completely moved away from “trial” installations in the healthcare industry, as pre-contract trial periods are no longer necessary.

Production, Assembly and Principal Suppliers

Hydrolyte^®Generation and Equipment Production:

PCT Corp. moved into its operations, research and development and production facility in Little River, South Carolina on December 15, 2016. The research, development and testing spaces were suitable and functional as already built. A new design and layout for a final systems assembly area and an expanded testing area was finalized in January 2018. Since 2019, PCT Corp. has designed and built the following Hydrolyte® generating systems in the Little River facility:

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Annihilyzer Infection Control System – Hospital/Healthcare

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Annihilyzer Infection Control System – Rack Model

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Hydrolyte Generator – Large and Medium Volume

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SurvivaLyte Manual Generator – Small Volume

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Annihilyzer Hospital 360 Electrostatic SMART Spray Cart

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School/Hospitality Industry and General Business Electrostatic 360 SMART Spray Cart

Annihilyzer^®Systems Assembly:

Annihilyzer generator systems are assembled and tested in Little River and the other outsourced components for the Annihilyzer^® Infection Control Systems are shipped to Werks Manufacturing Inc., in Ft. Wayne, Indiana for final assembly of the Annihilyzer^® Kiosk and Filling Station cabinet. The Kiosks, Filling Stations and the 360 Electrostatic Spray Carts are fabricated by Werks, where PCT LTD’s patented RFID technology is inserted, as well.

Competition

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

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

In institutional facilities and agricultural industries, PCT Corp. believes that its proprietary integrated technologies solutions in production, distribution, applications management and tracking will continue to provide a competitive advantage in direct competition with other HOCl-producers. In the oil and gas industry PCT Corp. has demonstrated the effectiveness and efficiencies of its Hydrolyte® and continues to develop commercial market data and test results to further promote the use of PCT Catholyte. and processes and commercial acceptance from its customers. It is well positioned with respect to other companies providing anolyte-based biocides.13

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

Intellectual Property

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

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

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

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

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

On April 12, 2018 the Company entered into an agreement to purchase the original US EPA Registration No. 83241-1 for EcaFlo® Anolyte. The Company paid a $5,000 deposit on the agreement with the remaining balance due in increments during the second quarter of 2018 to finalize the agreement. The Company continued to make installment payments to complete the purchase of this label and, during 2019, sold the rights to this registration to a third-party for a price that included the remaining portion of the registration that PCTL had not yet paid to the owner, thus completing the transaction and conveying the registration to the new owner.

Research and Development

PCT Corp.’s research and development costs for the years ended ~~2020~~2021 and ~~2019~~2020 were $4038,~~429~~630, and $640,~~149~~429, respectively. During that period, PCTL continued ongoing research and development testing of the application of the Hydrolyte® technology in the oil and gas industry; as a biocide in institutional facilities, such as, hospitals, jails and medical facilities; and continued in trial tests in agriculture and food processing.

Research and Development is an ongoing process to develop new and more functional designs for our equipment, specifically Annihilyzer® and “rack model,” high-volume equipment.

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

Government Regulations and Compliance with Environmental Laws

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

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

Employees

At the end of ~~2020~~2021, PCT Corp. had ~~twelve~~sixteen (1216) full-time employees, ~~three~~two (32) part-time employees, and contract consultants who were engaged on a regular basis. Management confers with outside expert consultants, attorneys and accountants as necessary. The company anticipates engaging additional full-time employees in ~~2021~~2022. We anticipate that a portion of employee compensation likely would include direct stock grants, or the right to acquire stock in the company, which would dilute the ownership interest of holders of existing shares of our common stock.

13ITEM 1A. RISK FACTORS

~~ITEM~~You 1Ashould carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to PCTL’s securities. ~~RISK~~The ~~FACTORS~~risks and uncertainties described below are not the only risks and uncertainties facing us. Additional risks not currently known to us or that we currently believe are immaterial may also impair our operating results, financial condition, and liquidity. Our business is also subject to general risks and uncertainties that affect many other companies. For purposes of this section, references to our business include the businesses of our subsidiaries, PCT Corp., Disruptive O&G and TDC. The risks discussed below are not presented in order of importance or probability of occurrence.

You should carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to PCTL’s securities. The risks and uncertainties described below are not the only risks and uncertainties facing us. Additional risks not currently known to us or that we currently believe are immaterial may also impair our operating results, financial condition, and liquidity. Our business is also subject to general risks and uncertainties that affect many other companies. For purposes of this section, references to our business include the business of our wholly owned subsidiary, PCT Corp. The risks discussed below are not presented in order of importance or probability of occurrence.15

COVID-19

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

Actual or threatened epidemics, pandemics, outbreaks, or other public health crises could materially and adversely impact or disrupt our operations, adversely affect the local economies where we operate and negatively impact our customers’' spending in the impacted regions or depending upon the severity, globally, which could materially and adversely impact our business, results of operations and financial condition. For example, since December 2019, a strain of novel coronavirus (causing ~~“COVD~~"COVID-19”") surfaced in China and has spread into the United States, Europe and most other countries of the world, resulting in certain supply chain disruptions, volatilities in the stock market, lower oil and other commodity prices due to diminished demand, massive unemployment, and lockdown on international travels, all of which has had an adverse impact on the global economy. There is significant uncertainty around the breadth and duration of the business disruptions related to COVID-19 ~~and its variant strains~~, as well as its impact on the U.S. economy. Moreover, an epidemic, pandemic, outbreak or other public health crisis, such as COVID-19, could adversely affect our ability to adequately staff and manage our business. The extent to which ~~COVID-19 or variants~~ of COVID-19 ~~impact~~impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain, rapidly changing and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions taken to contain it or treat itits impact.

Risks Related to Our Business

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

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

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

Our overall cash position as of December 31, ~~2020~~2021 provides limited liquidity to fund day-to-day operations. The Company’s independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern. We may need to seek additional financing ~~or sell our assets~~ to support our continued operations; however, there are no assurances that any such financing ~~or asset sale~~ can be obtained or achieved on commercially reasonable terms, if at all. In view of these conditions, our ability to continue as a going concern depends on our ability to generate sufficient cash flows from our new technology products or to obtain the necessary financing for operations. The outcome of these matters cannot be predicted at this time. The audited consolidated financial statements for the year ended December 31, ~~2020~~ 2021 do not include any adjustment to the amounts and classification of assets and liabilities that might be necessary should we be unable to continue business operations. Any such adjustment could be material.

14Our indebtedness could adversely affect our business and limit our ability to plan for or respond to changes in our business, and we may be unable to generate sufficient cash flow to satisfy significant debt service obligations.

~~Our~~As of ~~indebtedness~~December ~~could~~31, ~~adversely~~2021, ~~affect~~ our ~~business~~ ~~and~~consolidated ~~limit~~indebtedness ~~our~~was ~~ability~~$2,165,102 to(net ~~plan~~of ~~for~~discounts), orwith ~~respond~~approximately ~~to changes in our business~~$85,850 ~~and~~due ~~we may be unable~~ to ~~generate~~related ~~sufficient~~parties. Our ~~cash~~indebtedness ~~flow to~~could ~~satisfy~~have ~~significant~~important ~~debt~~consequences, ~~service~~including ~~obligations.~~the following:

As• ofincreasing ~~December 31, 2020,~~ our ~~consolidated indebtedness~~vulnerability ~~was $2,781,597 (net of discounts), with approximately $789,214 due~~ to ~~related~~general ~~parties.~~adverse ~~Our~~economic ~~indebtedness~~and ~~could~~industry ~~have important consequences, including the following:~~conditions;

~~• increasing our vulnerability to general adverse economic and industry conditions;~~16

•

reducing the availability of our cash flow for other purposes;

•

limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate, which would place us at a competitive disadvantage compared to our competitors that may have less debt; and

•

having a material adverse effect on our business if we fail to comply with the covenants in our debt agreements, because such failure could result in an event of default that, if not cured or waived, could result in all or a substantial amount of our indebtedness becoming immediately due and payable.

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

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

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

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

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

As of December 31, ~~2020~~2021, we ~~only~~ had cash and cash equivalents of $~~115~~116,~~196~~497 and had a ~~significant~~portion ~~amount~~ of short-term debt in default. The short-term debt agreements provide legal remedies for satisfaction of defaults, including increased interest rates, default fees and other financial penalties. As of the date of this Annual Report none of the lenders have pursued their legal remedies~~, although a lender has sent us a demand letter~~. Management’s plan is to raise additional funds in the form of debt or equity in order to continue to fund losses until such time as revenues are able to sustain the Company. To date, the main source of funding has been through the issuance of ~~convertible~~Preferred Series C shares and the issuance of convertible notes with provisions that allow the holder to convert the debt and accrued and unpaid interest at substantial discounts to the trading price of our common stock. The effect of the conversions and settlement of convertible debt in the year ended December 31, ~~2020~~2021 for the convertible notes has been to substantially dilute existing holders of common stock of our Company. However, there is no assurance that management will be successful in being able to continue to obtain additional funding or defend potential litigation by note holders.

15We will need additional capital in the future to finance our planned growth, which we may not be able to raise or it may only be available on terms unfavorable to us or our stockholders, which may result in our inability to fund our working capital requirements and harm our operational results.

We have ~~will~~and ~~need~~expect ~~additional~~to continue to have substantial working capital inneeds. ~~the~~Our ~~future to~~cash ~~finance~~on ~~our~~hand, ~~planned~~together ~~growth~~with cash generated from product sales, services, ~~which~~cash weequivalents ~~may~~and short-term investments will not bemeet ~~able~~our toworking ~~raise~~capital orand itcapital ~~may~~expenditure ~~only~~requirements befor ~~available~~the next ontwelve ~~terms~~months. ~~unfavorable~~In fact, we will be required to usraise additional funds throughout 2022 or ~~our~~we ~~stockholders,~~will need to limit operations until ~~which~~such ~~may~~time ~~result~~as inwe ~~our~~can ~~inability~~raise substantial funds to ~~fund~~meet our working capital ~~requirements~~needs. In addition, we will need to raise additional funds to fund our operations and ~~harm~~implement our ~~operational~~growth ~~results~~strategy, or to respond to competitive pressures and/or perceived opportunities, such as investment, acquisition, marketing and development activities.

We have and expect to continue to have substantial working capital needs. Our cash on hand, together with cash generated from product sales, services, cash equivalents and short-term investments will not meet our working capital and capital expenditure requirements for the next twelve months. In fact, we will be required to raise additional funds throughout 2021 or we will need to limit operations until such time as we can raise substantial funds to meet our working capital needs. In addition, we will need to raise additional funds to fund our operations and implement our growth strategy, or to respond to competitive pressures and/or perceived opportunities, such as investment, acquisition, marketing and development activities.17

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

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

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

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

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

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

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

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

16We may not be able to successfully protect our intellectual property rights.

We rely on a combination of product registration, trademark, patent and other proprietary rights laws to protect the intellectual property rights that we own or license. It is possible that third parties may ~~not~~challenge our rights to such intellectual property. In addition, there is a risk of third parties infringing upon our licensors’ or our intellectual property rights and producing counterfeit products. These events may result in lost revenue as well as litigation, which may be ~~able~~expensive and time-consuming even if a favorable outcome is obtained. There can be no assurance that adequate remedies would be available for any infringement of the intellectual property rights owned or licensed by us. Any such failure to successfully protect our intellectual property rights. may have a material adverse effect on our competitive position.

We rely on a combination of product registration, trademark, patent and other proprietary rights laws to protect the intellectual property rights that we own or license. It is possible that third parties may challenge our rights to such intellectual property. In addition, there is a risk of third parties infringing upon our licensors’ or our intellectual property rights and producing counterfeit products. These events may result in lost revenue as well as litigation, which may be expensive and time-consuming even if a favorable outcome is obtained. There can be no assurance that adequate remedies would be available for any infringement of the intellectual property rights owned or licensed by us. Any such failure to successfully protect our intellectual property rights may have a material adverse effect on our competitive position.18

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

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

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

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

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

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

We may acquire assets or other businesses in the future.

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

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

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

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

• Our management’s attention may be diverted; or

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

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

1719

~~Risk~~We ~~Related~~may not be able to successfully fund future acquisitions of new businesses due to ~~Our~~the ~~Industries~~lack of availability of debt or equity financing on acceptable terms, which could impede the implementation of our acquisition strategy and materially adversely impact our financial condition, business and results of operations.

WeIn ~~are~~order ~~subject~~to make future acquisitions, we intend to raise ~~extensive~~capital primarily through debt financing, ~~complex~~additional equity offerings, the sale of stock or assets of our businesses, and by offering ~~challenging~~equity ~~healthcare~~in the businesses to the sellers of target businesses or by undertaking a combination of any of the above. Since the timing and size ~~other~~of ~~laws~~acquisitions cannot be readily predicted, we may need to be able to obtain funding on short notice to benefit fully from attractive acquisition opportunities. Such funding may not be available on acceptable terms. In addition, the level of our indebtedness may impact our ability to borrow funds on acceptable terms. Another source of capital for us may be the sale of additional shares of common stock, subject to market conditions and investor demand for the shares at prices that we consider to be in the interests of our stockholders. These risks may materially adversely affect our ability to pursue our acquisition strategy successfully and materially adversely affect our financial condition, business and results of operations.

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

~~Global increases in the supply of natural gas~~We orare ~~oil~~subject ~~may~~to ~~reduce~~extensive, ~~drilling operations in shale deposits~~complex, ~~which~~and ~~could~~challenging ~~adversely~~healthcare ~~affect the attractiveness of our Hydrolyte™ technology in the oil~~ and ~~gas~~other ~~industry~~laws.

The Healthcare ~~development~~industry ofis ~~new~~highly ~~horizontal drilling~~regulated, ~~techniques~~ and ~~the~~further ~~discovery~~regulation of ~~unconventional~~our ~~oil~~distribution businesses and ~~gas~~technology inproducts ~~new shale areas throughout the U.S.~~ and ~~world~~services ~~market have opened~~could upimpose anincreased ~~enormous~~costs, ~~opportunity~~negatively ~~for~~impact ~~the~~our ~~Hydrolyte™~~profit ~~technology~~margins toand ~~replace~~the ~~traditional~~profit ~~chemicals~~margins ~~used~~of toour ~~kill~~customers, ~~bacteria~~delay inthe ~~waters~~introduction ~~used~~or ~~for~~implementation ~~hydraulic~~of ~~fracturing.~~our ~~These~~new ~~fracturing~~products, ~~operations~~or ~~rely~~otherwise onnegatively ~~enormous~~impact ~~supplies~~our ofbusiness ~~clean~~and ~~water~~expose tothe beCompany ~~pumped downhole~~ to ~~break~~litigation ~~the~~and ~~rock~~regulatory ~~that~~investigations. ~~holds~~Any ~~the~~noncompliance ~~oil~~by ~~and~~us ~~gas.~~with ~~Much~~applicable oflaws or the ~~water~~failure ~~used~~to inmaintain, ~~drilling~~renew ~~oil~~or ~~and~~obtain ~~natural~~necessary ~~gas~~permits ~~wells~~ and ~~the~~licenses ~~resulting~~could ~~water~~lead ~~that flows back needs~~ to be ~~treated~~litigation and ~~creates~~might anhave ~~opportunity~~a ~~for~~materially ~~our~~adverse ~~Hydrolyte™~~impact ~~technology.~~on ~~However,~~our ~~horizontal~~business ~~drilling~~operations ~~in shale areas is very expensive;~~ and ifour ~~current~~financial ~~oil~~position ~~prices~~or ~~remain~~results ~~depressed,~~of ~~horizontal drilling may not be cost-effective, and the lack thereof may adversely affect the market for the Hydrolyte™ technology~~operations.

IfGlobal increases ~~federal~~in ~~and~~the ~~state~~supply ~~legislation~~of ~~and~~natural ~~regulatory initiatives~~gas ~~relating~~or tooil ~~horizontal~~may reduce drilling ~~are~~operations ~~passed,~~in ~~then~~shale itdeposits, which could ~~materially and~~ adversely affect the attractiveness of our ~~results~~Hydrolyte™ oftechnology ~~operations~~in the oil and gas industry.

~~Our~~The development ~~business~~of ~~relies~~new ~~upon~~horizontal ~~supplying chemical-free~~drilling ~~solutions~~techniques ~~for~~and ~~cleaning~~ the ~~large~~discovery ~~amounts~~ of ~~water~~unconventional ~~used~~oil and gas in ~~hydraulic~~new ~~fracturing~~shale ~~applications~~areas throughout the U.S. and ~~Objections~~world market have ~~been~~opened ~~raised by~~up ~~environmentalists,~~an ~~some~~enormous ~~landowners~~opportunity ~~and~~for ~~some~~the ~~government~~Hydrolyte™ ~~officials~~technology ~~including~~to ~~environmental~~replace ~~authorities~~traditional ~~that~~chemicals ~~there~~used ~~have~~to kill ~~been~~bacteria ~~adverse~~in ~~side effects~~waters ~~affecting~~used ~~the~~for ~~purity~~hydraulic fracturing. These fracturing operations rely on enormous supplies of ~~the~~clean water ~~supply~~to asbe apumped downhole ~~result~~to ofbreak the ~~injection~~rock ofthat ~~chemicals~~holds the oil and gas. Much of the water used in ~~connection~~drilling ~~with~~oil ~~horizontal~~and ~~drilling. Although~~natural wegas ~~believe~~wells and the resulting water that flows back needs to be treated and creates an opportunity for our Hydrolyte™ istechnology. aHowever, ~~chemical-free~~horizontal ~~solution~~drilling in ~~which~~shale ~~should~~areas ~~result~~is invery ~~increased~~expensive; ~~business,~~and weif ~~cannot~~current ~~assure~~oil ~~you that~~prices ~~legislation~~remain ordepressed, ~~rules~~horizontal ~~will~~drilling may not be ~~passed~~cost-effective, orand ~~action~~the lack ~~taken~~thereof bymay ~~environmental~~adversely ~~authorities~~affect ~~that~~the ~~will~~market ~~preclude~~for the ~~use~~Hydrolyte™ ~~of horizontal drilling~~technology.

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

18Our business relies upon supplying chemical-free solutions for cleaning the large amounts of water used in hydraulic fracturing applications. Objections have been raised by environmentalists, some landowners and some government officials including environmental authorities that there have been adverse side effects affecting the purity of the water supply as a result of the injection of chemicals and water in connection with horizontal drilling. Although we believe that Hydrolyte™ is a chemical-free solution which should result in increased business, we cannot assure you that legislation or rules will not be passed, or action taken by environmental authorities that will preclude the use of horizontal drilling.

~~Risks Related to PCTL’s Common Stock~~20

WeAt the state level, certain states and localities have ~~been~~implemented ~~late~~moratoriums inand ~~filing~~certain ~~our~~obligations ~~SEC~~on ~~Reports~~oil and gas companies using horizontal ~~several~~drilling. ~~times~~The ~~over~~adoption of any future federal, state or local laws or implementing regulations imposing reporting or permitting obligations on, or otherwise limiting, the ~~last~~horizontal ~~two~~drilling ~~years~~process could make it more difficult to perform, or even prohibit oil and ~~may~~gas ~~not~~companies from beusing ~~able~~horizontal drilling, to ~~timely~~complete ~~file~~gas and oil wells. These additional costs to drillers could result in reduced oil and gas drilling. This would reduce our ~~reports~~potential licensing revenue. If this were to occur more widely in the ~~future~~United States, the demand for Hydrolyte™ may be eliminated or substantially reduced. If any such federal or state legislation on horizontal fracturing were passed, our revenues and results of operations could be adversely affected.

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

~~There~~We have isbeen alate ~~limited~~in ~~trading~~filing ~~market for~~ our ~~shares of~~SEC ~~common~~Reports ~~stock~~several ontimes over the ~~OTC~~last ~~Pink. You~~two years and may not be able to ~~sell~~timely ~~your~~file ~~shares~~our ofreports ~~common~~in ~~stock if you need money~~the future.

~~Our~~We are ~~common~~subject ~~stock~~to ~~is traded on~~ the ~~OTC~~informational ~~Pink,~~requirements anof ~~inter-dealer~~the ~~automated~~Securities ~~quotation~~Exchange ~~system~~Act ~~for~~of ~~equity~~1934, ~~securities. There~~as ~~has~~amended, ~~been~~and, ~~limited~~in ~~trading~~accordance ~~activity~~therewith, inare required ~~our~~to ~~common~~file ~~stock~~quarterly, annual and ~~when~~current itreports, ~~has~~proxy ~~traded,~~statements ~~the~~and ~~price~~other ~~has~~information ~~fluctuated~~with ~~widely~~the SEC. We ~~consider~~Over ~~our~~the ~~common~~last ~~stock~~two toyears, bewe ~~“thinly~~have ~~traded”~~been ~~and~~late ~~any~~in ~~last~~filing ~~reported~~some ~~sale~~of ~~prices~~our ~~might~~quarterly ~~not~~reports and our annual report. There can be ano ~~true~~assurance ~~market-based~~we ~~valuation~~will ofnot ~~the~~become ~~common~~delinquent ~~stock. Stockholders~~in our ~~may~~reporting ~~experience~~requirements ~~difficulty~~in ~~selling~~the ~~their~~future, ~~shares~~which ifmay ~~they~~result ~~choose~~in toRule do144 sobecoming ~~because~~unavailable for resales of ~~the~~our ~~illiquid~~common ~~market~~stock ~~and~~or ~~limited~~the ~~public~~SEC ~~float~~seeking to ~~for~~deregister our common stock from reporting under the 34 Act.

~~Since PCTL has been a shell company~~There asis ~~defined in subparagraph (i) of Rule 144 any “restricted securities” issued by the Company, while we were~~ a ~~shell~~limited ~~company, cannot~~trading bemarket ~~publicly sold~~ for atour ~~least~~shares ~~one~~of ~~year~~common ~~from~~stock ~~September~~on ~~2, 2016,~~ the ~~date~~OTC ~~we filed a Current Report on Form 8-K regarding Paradigm’s operations~~Pink. You Inmay ~~addition,~~not webe ~~must~~able ~~have filed all reports and other materials required~~ to besell ~~filed~~your byshares ~~section 13 or 15(d)~~ of ~~the Exchange~~common ~~Act,~~stock asif ~~applicable,~~you ~~during~~need ~~the preceding 12 months~~money.

~~Compliance~~Our common ~~with~~stock is traded on the ~~criteria~~OTC Pink, an inter-dealer automated quotation system for equity securities. There has been limited ~~securing~~trading ~~exemptions~~activity ~~under~~in ~~federal~~our ~~securities~~common ~~laws~~stock, and ~~the~~when ~~securities~~it ~~laws~~has oftraded, the ~~various~~price ~~states~~has isfluctuated ~~extremely~~widely. We ~~complex,~~consider ~~especially~~our incommon ~~respect~~stock ofto ~~those~~be ~~exemptions~~“thinly ~~affording~~traded” ~~flexibility~~ and ~~the~~any ~~elimination~~last ofreported ~~trading~~sale ~~restrictions~~prices inmight ~~respect~~not ofbe ~~securities~~a ~~received~~true inmarket-based ~~exempt~~valuation ~~transactions~~of the common stock. Stockholders ~~and~~may ~~subsequently~~experience ~~disposed~~difficulty ofselling ~~without~~their ~~registration~~shares ~~under~~if they choose to do so because of the ~~Securities~~illiquid ~~Act~~market orand ~~state~~limited ~~securities~~public ~~laws~~float for our common stock.

~~Because~~Since PCTL ~~our~~has ~~common~~been ~~stock~~a isshell ~~deemed~~company aas ~~low-priced~~ defined in subparagraph (i) of Rule 144 any “~~Penny~~restricted securities” ~~stock,~~issued anby ~~investment~~the inCompany, while ~~our~~we ~~common~~were ~~stock~~a ~~should~~shell company, cannot be ~~considered~~publicly ~~high~~sold ~~risk~~for at least one year from September 2, 2016, the date we filed a Current Report on Form 8-K regarding Paradigm’s operations. In addition, we must have filed all reports and ~~subject~~other materials required to ~~marketability~~be ~~restrictions~~filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months.

~~Since~~Compliance with ~~our~~the ~~common~~criteria ~~stock~~for issecuring aexemptions ~~penny stock,~~under asfederal ~~defined~~securities inlaws ~~Rule~~and ~~3a51-1 under~~ the ~~Securities~~securities ~~Exchange~~laws ~~Act~~ of ~~1934,~~the asvarious ~~amended,~~states itis ~~will~~extremely becomplex, especially ~~more~~in ~~difficult~~respect ~~for~~of ~~investors~~those toexemptions ~~liquidate their~~affording ~~investment~~flexibility ~~even if~~ and ~~when a market develops for~~ the ~~common~~elimination ~~stock.~~of ~~Until~~trading ~~the~~restrictions ~~trading~~in ~~price~~respect of ~~the common stock rises above $5.00~~securities ~~per~~received ~~share, if ever, trading~~ in ~~the~~exempt ~~common~~transactions ~~stock~~and issubsequently ~~subject~~disposed toof ~~the~~without ~~penny~~registration ~~stock~~under ~~rules of~~ the Securities ~~Exchange~~ Act ~~specified~~or instate ~~rules 15g-1~~securities ~~through 15g-10~~laws. ~~Those rules require broker-dealers, before effecting transactions in any penny stock, to:~~

~~• Deliver~~Because our tocommon ~~the~~stock ~~customer,~~is ~~and obtain~~deemed a ~~written~~low-priced ~~receipt~~“Penny” ~~for~~stock, aan ~~disclosure~~investment ~~document;~~in our common stock should be considered high risk and subject to marketability restrictions.

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

~~• Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;~~21

• ~~Send monthly statements~~ Deliver to ~~customers with~~the ~~market~~customer, and ~~price~~obtain ~~information~~a ~~about~~written ~~the~~receipt ~~penny~~for, ~~stock;~~a ~~and~~disclosure document;

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

~~Consequently, the penny stock rules~~• Disclose ~~may restrict~~ the ~~ability~~amount ~~or willingness~~ of ~~broker-dealers~~compensation toreceived ~~sell~~by the ~~common~~broker-dealer ~~stock~~or ~~and~~any ~~may~~associated ~~affect~~person ~~the ability~~ of ~~holders to sell their common stock in~~ the ~~secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.~~broker-dealer;

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

~~Financial~~• In some ~~Industry~~circumstances, ~~Regulatory~~approve ~~Authority,~~the ~~Inc. (“FINRA”)~~purchaser’s ~~sales~~account ~~practice~~under ~~requirements~~certain ~~may~~standards ~~limit~~and adeliver ~~shareholder’s~~written ~~ability~~statements to ~~buy~~the ~~and~~customer ~~sell~~with information ~~our~~specified ~~common~~in ~~shares~~the rules.

~~In addition to~~ Consequently, the “penny stock” rules ~~described~~may ~~above,~~restrict ~~FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that~~ the ~~investment~~ability isor ~~suitable~~willingness ~~for~~of ~~that customer. Prior to recommending speculative low-priced securities to their non-institutional customers,~~ broker-dealers ~~must make reasonable efforts~~ to ~~obtain~~sell ~~information about~~ the ~~customer’s financial~~common ~~status,~~stock ~~tax status, investment objectives~~ and ~~other~~may ~~information.~~affect ~~Under~~the ~~interpretations~~ability of holders ~~these~~to ~~rules,~~sell ~~FINRA~~their ~~believes~~common ~~that~~stock ~~there is~~in athe ~~high~~secondary ~~probability~~market ~~that~~and ~~speculative~~the ~~low-priced~~price ~~securities~~at ~~will~~which ~~not~~such beholders ~~suitable~~can ~~for~~sell atany ~~least~~such ~~some customers~~securities. ~~FINRA~~These ~~requirements make~~additional itprocedures ~~more~~could ~~difficult~~also ~~for~~limit ~~broker-dealers to recommend that their customers buy~~ our ~~common stock, which may limit your~~ ability to ~~buy~~raise ~~and~~additional ~~sell our~~capital ~~stock~~in ~~and have an adverse effect on~~ the ~~market for our shares~~future.

IfFinancial Industry weRegulatory ~~fail~~Authority, toInc. ~~maintain~~(“FINRA”) ~~effective~~sales ~~internal~~practice ~~controls over~~requirements ~~financial~~may ~~reporting,~~limit ~~then~~a ~~the~~shareholder’s ~~price~~ability ofto buy and sell our common ~~stock may be adversely affected~~shares.

~~Our internal control over financial~~In ~~reporting~~addition ~~may~~to ~~have~~the ~~weaknesses~~“penny ~~and~~stock” ~~conditions~~rules ~~that~~described ~~could~~above, ~~require~~FINRA ~~correction~~has oradopted ~~remediation,~~rules ~~the~~that ~~disclosure~~require ofthat ~~which~~in ~~may~~recommending ~~have~~ an ~~adverse~~investment ~~impact~~to ona ~~the~~customer, ~~price~~a ofbroker-dealer ~~our~~must ~~common~~have ~~stock.~~reasonable Wegrounds ~~are~~for ~~required~~believing tothat ~~establish~~the ~~and~~investment ~~maintain~~is ~~appropriate~~suitable ~~internal~~for ~~controls~~that ~~over~~customer. ~~financial~~Prior ~~reporting.~~to ~~Failure~~recommending tospeculative ~~establish~~low-priced ~~those~~securities ~~controls,~~to ortheir ~~any~~non-institutional ~~failure~~customers, ofbroker-dealers ~~those~~must ~~controls~~make ~~once~~reasonable ~~established,~~efforts ~~could~~to ~~adversely~~obtain information ~~affect~~about ~~our~~the ~~public~~customer’s ~~disclosures regarding~~financial ~~our business~~status, ~~prospects~~tax status, ~~financial~~investment ~~condition~~objectives orand ~~results~~other ~~of operations~~information. InUnder ~~addition, management’s assessment~~ interpretations of ~~internal controls~~these ~~over~~rules, ~~financial~~FINRA ~~reporting~~believes ~~may~~that ~~identify~~there ~~weaknesses~~is ~~and~~a ~~conditions~~high probability that ~~need~~speculative tolow-priced besecurities ~~addressed~~will innot ~~our~~be ~~internal~~suitable ~~controls~~for ~~over~~at ~~financial~~least ~~reporting~~some orcustomers. ~~other~~FINRA ~~matters~~requirements ~~that~~make ~~may~~it ~~raise~~more ~~concerns~~difficult for ~~investors.~~broker-dealers ~~Any~~to ~~actual~~recommend ~~or perceived weaknesses and conditions~~ that ~~need~~their tocustomers bebuy ~~addressed in~~ our ~~internal~~common ~~control~~stock, which ~~over~~may ~~financial~~limit ~~reporting~~your orability ~~disclosure~~to ofbuy ~~management’s~~and ~~assessment~~sell of our ~~internal~~stock ~~controls~~and ~~over financial reporting may~~ have an adverse ~~impact~~effect on the ~~price~~market offor our ~~common stock~~shares.

~~Transfers of our securities may be restricted~~If bywe ~~virtue~~fail ofto ~~state~~maintain ~~securities~~effective ~~“blue~~internal ~~sky”~~controls ~~laws~~over ~~that~~financial ~~prohibit~~reporting, ~~trading~~then ~~absent~~the ~~compliance~~price ~~with~~of ~~individual~~our ~~state~~common ~~laws. These restrictions~~stock may ~~make~~be itadversely ~~difficult or impossible to sell shares in those states~~affected.

~~Transfers~~Our internal ofcontrol ~~our~~over ~~common~~financial ~~stock~~ reporting may behave ~~restricted~~weaknesses ~~under~~and ~~the~~conditions ~~securities~~that orcould ~~securities~~require ~~regulation~~correction ~~laws~~or ~~promulgated~~remediation, bythe ~~various~~disclosure of ~~states~~which ~~and~~may ~~foreign~~have ~~jurisdictions,~~an ~~commonly referred~~adverse toimpact ason ~~“blue~~the ~~sky”~~price ~~laws. Absent~~of ~~compliance~~our ~~with~~common ~~such~~stock. ~~individual~~We ~~state~~are ~~laws,~~required ~~our~~to ~~common~~establish ~~stock~~and ~~may~~maintain ~~not~~appropriate beinternal ~~traded~~controls inover ~~such~~financial ~~jurisdictions~~reporting. ~~Because~~ ~~the~~Failure ~~securities~~to ~~registered~~establish ~~hereunder~~those ~~have~~controls, ~~not~~or ~~been~~any ~~registered~~failure ~~for~~of ~~resale~~those ~~under~~controls ~~the~~once ~~blue~~established, could adversely ~~sky~~affect ~~laws~~our ofpublic ~~any~~disclosures ~~state~~regarding our business, ~~the~~prospects, ~~holders~~financial condition or results of ~~such~~operations. ~~shares~~In ~~and~~addition, ~~persons~~management’s assessment ~~who~~of ~~desire~~internal tocontrols ~~purchase~~over ~~them~~financial ~~should~~reporting bemay ~~aware~~identify weaknesses and conditions that ~~there~~need ~~may~~to be ~~significant~~addressed in our internal ~~state~~controls ~~blue~~over ~~sky~~financial ~~law~~reporting ~~restrictions~~or ~~upon~~other ~~the~~matters ~~ability~~that ofmay raise concerns for investors. toAny ~~sell~~actual ~~the~~or ~~securities~~perceived weaknesses and ofconditions that ~~purchasers~~need to ~~purchase~~be ~~the~~addressed ~~securities. These restrictions~~in ~~may~~our ~~prohibit~~internal ~~the~~control ~~secondary~~over ~~trading~~financial reporting or disclosure of management’s assessment of our ~~common~~internal controls ~~stock. Investors~~over ~~should~~financial ~~consider~~reporting ~~the~~may ~~secondary~~have ~~market~~an ~~for~~adverse ~~our securities~~impact toon bethe aprice ~~limited~~of ~~one~~our common stock.

WeTransfers of doour ~~not~~securities ~~intend~~may tobe ~~pay~~restricted ~~dividends~~by onvirtue ~~our~~of ~~common~~state securities “blue sky” laws that prohibit trading absent compliance ~~stock~~with inindividual ~~the~~state ~~foreseeable~~laws. These ~~future~~restrictions may make it difficult or impossible to sell shares in those states.

~~For~~Transfers of ~~the~~our ~~foreseeable~~common ~~future,~~stock ~~we intend~~may tobe ~~retain~~restricted ~~any~~under ~~earnings~~the tosecurities ~~finance~~or ~~the~~securities ~~development~~regulation oflaws ~~our~~promulgated ~~business,~~by various states and weforeign dojurisdictions, commonly ~~not~~referred ~~anticipate~~to ~~paying~~as ~~any~~“blue ~~cash~~sky” ~~dividends~~laws. Absent oncompliance ~~our~~with ~~common stock.~~such ~~Any~~individual ~~future~~state ~~determination~~laws, toour ~~pay~~common ~~dividends~~stock ~~will~~may not be attraded in such jurisdictions. Because the ~~discretion~~securities ofregistered ~~our~~hereunder ~~board~~have ofnot ~~directors~~been ~~(the~~registered ~~“Board”)~~for ~~and~~resale ~~will~~under bethe ~~dependent~~blue ~~upon~~sky ~~then-existing~~laws ~~conditions~~of any state, ~~including~~the ~~our~~holders ~~operating~~of ~~results~~such shares and ~~financial~~persons ~~condition,~~who ~~capital~~desire ~~requirements,~~to ~~contractual restrictions,~~purchase ~~business~~them ~~prospects~~should ~~and~~be ~~other~~aware ~~factors~~ that ~~our~~there ~~Board~~may ~~considers~~be significant ~~relevant.~~state ~~Accordingly,~~blue sky law restrictions upon the ability of investors ~~must~~to ~~rely~~sell onthe ~~sales~~securities and of ~~their~~purchasers to purchase the securities. These ~~common~~restrictions ~~stock~~may ~~after~~prohibit ~~price~~the ~~appreciation,~~secondary ~~which~~trading ~~may~~of ~~never~~our ~~occur,~~common asstock. Investors should consider the ~~only~~secondary ~~way~~market for our securities to ~~realize~~be a ~~return~~limited ~~on their investment~~one.

~~We have the ability to issue additional shares of our common stock and shares of preferred stock without obtaining stockholder approval, which could cause your investment to be diluted.~~22

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

20For the foreseeable future, we intend to retain any earnings to finance the development of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of our board of directors (the “Board”) and will be dependent upon then-existing conditions, including our operating results and financial condition, capital requirements, contractual restrictions, business prospects and other factors that our Board considers relevant. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment.

~~Our Board of Directors has issued Series B Preferred~~We ~~Stock~~have ~~with~~the ~~voting~~ability ~~terms~~to ~~that~~issue ~~may~~additional ~~not~~shares beof ~~beneficial~~our to common ~~stockholders~~stock and ~~has~~shares ~~the~~of ~~ability~~preferred tostock ~~affect~~without ~~adversely~~obtaining stockholder ~~voting power~~approval, ~~and~~which ~~allows~~could ~~our~~cause ~~current~~your ~~management~~investment to ~~perpetuate~~be ~~their control over us~~diluted.

Our ~~Articles~~articles of ~~Incorporation~~incorporation authorizes the Board ~~allow~~of usDirectors to issue up to 1,000,000,000 shares of ~~preferred~~common stock ~~without~~and ~~any~~up ~~vote~~to or10,000,000 ~~further~~shares ~~action~~of bypreferred ~~our~~stock, ~~stockholders.~~of ~~Along~~which ~~these~~we ~~lines~~have designated 1,000,000 ~~our~~shares ~~Board~~as ofSeries ~~Directors authorized~~A, 1,000,000 shares ofas Series B ~~Preferred~~and ~~Stock~~1,500,000 ~~which~~shares ~~were~~as ~~issued~~Series toC. The ~~two~~power ~~members~~ of ~~our~~the ~~current~~Board ~~management~~of ~~(Messrs. Grieco and~~Directors ~~Read). These shares have superior voting rights (500~~ to 1)issue ~~over~~ shares of ~~our~~common ~~Common Stock. Further~~stock, ~~our~~preferred ~~Board~~stock ofor ~~Directors~~warrants ~~has~~or ~~the~~options ~~ability~~ to ~~fix~~purchase ~~and~~shares ~~determine the relative rights and preferences~~ of ~~additional~~common ~~series~~stock ofor preferred stock. ~~Our~~is ~~Board~~generally not ofsubject ~~Directors~~to ~~has~~stockholder ~~the~~approval. Accordingly, ~~authority to~~any ~~issue~~ additional ~~series~~issuance of ~~preferred~~our ~~stock~~common ~~without further stockholder approval~~stock, ~~including~~or ~~large blocks of~~ preferred stock that ~~would~~may ~~grant~~be toconvertible ~~the~~into ~~holders~~common ~~the~~stock, ~~preferred~~may ~~right~~have tothe ~~our~~effect ~~assets~~of ~~upon~~diluting ~~liquidation,~~your ~~the~~investment. ~~right~~Along tothese ~~receive~~lines, ~~dividend~~at ~~payments~~December ~~before~~31, ~~dividends~~2020 ~~are~~we ~~distributed~~had approximately to722.5 ~~the~~million ~~holders~~shares of common stock, ~~superior~~outstanding ~~voting~~and orended ~~conversion~~2021 ~~rights~~with ~~and~~approximately ~~the~~790.9 ~~right~~million toshares ~~the~~outstanding, ~~redemption~~an increase of ~~the~~9.5%. In ~~shares~~addition, ~~together~~as ~~with~~of aMarch ~~premium~~24, ~~prior~~ to2022 ~~the~~we ~~redemption~~had ofapproximately ~~our~~790.9 ~~common~~million ~~stock~~shares outstanding.

ByOur Board ~~issuing~~of ~~preferred~~Directors ~~stock,~~has ~~PCTL~~issued Series B Preferred Stock with voting terms that may not be ~~able~~beneficial to common stockholders and has the ability to ~~delay,~~affect ~~defer~~adversely orstockholder ~~prevent~~voting apower ~~change~~and ofallows our current management to perpetuate their control over us.

~~PCTL~~Our Articles isof ~~authorized~~Incorporation allow us to issue ~~a total~~shares of ~~10,000,000~~preferred ~~shares~~stock ofwithout ~~“blank~~any ~~check”~~vote ~~preferred~~or ~~stock~~further ~~and~~action ~~has~~by ~~issued:~~our ~~500,000~~stockholders. ~~shares~~Along ofthese lines, ~~Series~~our ABoard ~~Preferred~~of ~~Stock,~~Directors authorized 1,000,000 shares of Series B Preferred Stock, (which ~~contain~~were ~~voting~~issued ~~rights~~to two members of our current management (Messrs. Grieco and Read). These shares have superior voting rights (500- to- 1) ~~and~~over ~~40,000~~ shares of ~~Series~~our CCommon ~~Preferred~~ Stock. ~~PCTL’s~~Further, our Board of Directors ~~can~~has ~~determine~~ the ~~rights,~~ability ~~preferences,~~to ~~privileges,~~fix and ~~restrictions~~determine ~~granted~~the ~~to,~~relative orrights ~~imposed~~and ~~upon,~~preferences ~~the~~of ~~shares~~additional series of preferred stock. Our ~~and~~Board toof ~~fix~~Directors has the ~~number~~authority ofto ~~shares~~issue ~~constituting~~additional ~~any~~ series ~~and the designation~~ of ~~such~~preferred ~~series.~~stock Itwithout isfurther ~~possible~~stockholder ~~that~~approval, ~~PCTL’s Board~~including oflarge ~~Director,~~blocks inof ~~determining~~preferred ~~the~~stock ~~rights,~~that ~~preferences~~would ~~and~~grant ~~privileges~~ to bethe ~~granted~~holders ~~when~~ the preferred ~~stock~~right isto ~~issued,~~our ~~may~~assets ~~include~~upon ~~provisions that~~liquidation, ~~have~~ the ~~effect~~right ofto ~~delaying,~~receive dividend ~~deferring,~~payments orbefore ~~preventing~~dividends aare ~~change~~distributed into ~~control,~~the ~~discouraging~~holders ~~bids~~of ~~for our~~ common stock, atsuperior avoting ~~premium over the market price,~~ or ~~that~~conversion ~~adversely~~rights ~~affect~~and the ~~market~~right to ~~price~~the redemption of ~~and~~ the ~~voting~~shares, ~~and~~together ~~other~~with ~~rights~~a ofpremium, prior to the ~~holders~~redemption of ~~PCTL’s~~our common stock.

~~Future~~By issuing ~~sales~~preferred ~~of our common~~ stock, PCTL may ~~result in~~be aable ~~decrease~~to ~~in the market price of our common stock~~delay, ~~even~~defer ifor ~~our~~prevent ~~business~~a ischange ~~doing~~of ~~well~~control.

~~The~~PCTL is ~~market~~authorized ~~price~~to issue a total of ~~our~~10,000,000 ~~common~~ shares of “blank check” preferred stock ~~could~~and ~~drop~~has ~~due~~issued: 500,000 shares of Series A Preferred Stock, 1,000,000 shares of Series B Preferred Stock (which contain voting rights of 500-to-1) ~~sales~~and 1,500,000 shares of aSeries C ~~large~~Preferred Stock. PCTL’s Board of Directors can determine the rights, preferences, privileges, and restrictions granted to, or imposed upon, the shares of preferred stock and to fix the number of shares constituting any series and the designation of ~~our~~such ~~common~~series. It ~~stock~~is possible that PCTL’s Board of Director, in determining the ~~market~~rights, orpreferences and privileges to be granted when the ~~perception~~preferred stock is issued, may include provisions that ~~such~~have ~~sales~~the ~~could~~effect ~~occur.~~of delaying, deferring, or preventing a change in control, discouraging ~~This~~bids ~~could~~for ~~make~~our itcommon ~~more~~stock ~~difficult~~at toa ~~raise~~premium ~~funds~~over ~~through~~the ~~future~~market ~~offerings~~price, or that adversely affect the market price of and the voting and other rights of the holders of PCTL’s common stock.

~~Our~~Future sales ~~articles~~ of ~~incorporation~~our ~~and~~common ~~bylaws~~stock ~~contain provisions~~may ~~that~~result ~~could~~in ~~discourage~~a andecrease ~~acquisition~~in orthe ~~change~~market price of ~~control~~our ofcommon usstock, even if our business is doing well.

~~Our~~The market ~~articles~~price of ~~incorporation authorize~~ our ~~Board~~common ~~of Directors to issue preferred~~ stock ~~and~~could ~~common~~drop ~~stock~~due ~~without~~to ~~stockholder~~sales ~~approval.~~of Ifa ~~our~~large ~~board~~number of ~~directors’ elects~~shares toof ~~issue~~our ~~preferred~~common stock, itin ~~could~~the bemarket ~~more~~or ~~difficult~~the ~~for~~perception that asuch ~~third~~sales ~~party~~could ~~to acquire control of us~~occur. InThis ~~addition, provisions of the articles of incorporation and bylaws~~ could ~~also~~ make it more difficult ~~for~~to araise ~~third~~funds ~~party~~through tofuture ~~acquire~~offerings ~~control~~ of uscommon stock.

~~There are limitations in connection with the availability of quotes and order information on the OTC Pink.~~23

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

~~There~~Our articles ~~are~~of ~~delays~~incorporation inauthorize ~~order~~our ~~communication~~Board onof Directors to issue preferred stock and common stock without stockholder approval. If our board of directors’ elects to issue preferred stock, it could be more difficult for a third party to acquire control of us. In addition, provisions of the articles of incorporation and bylaws could also make it more difficult for a third party to acquire control ~~OTC~~of ~~Pink~~us.

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

21Trades and quotations on the OTCBB involve a manual process and the market information for such securities cannot be guaranteed. In addition, quote information, or even firm quotes, may not be available. The manual execution process may delay order processing and intervening price fluctuations may result in the failure of a limit order to execute or the execution of a market order at a significantly different price. Execution of trades, execution reporting and the delivery of legal trade confirmation may be delayed significantly. Consequently, one may not be able to sell shares of our common stock at the optimum trading prices.

There are isdelays ain ~~risk~~order ofcommunication ~~market fraud~~ on the OTC Pink.

~~OTC Pink securities are frequent~~Electronic ~~targets~~processing of ~~fraud~~orders oris ~~market~~not ~~manipulation.~~available ~~Not~~for ~~only~~securities ~~because~~traded ofon ~~their~~the ~~generally~~OTC ~~low~~Pink ~~price,~~and ~~but~~high ~~also~~order ~~because~~volume ~~the~~and ~~OTC~~communication ~~reporting~~risks ~~requirements~~may prevent ~~for~~or ~~these~~delay ~~securities~~the ~~are~~execution ~~less~~of ~~stringent~~one’s ~~than~~OTC ~~for~~Pink ~~listed~~trading ororders. ~~NASDAQ~~This ~~traded~~lack ~~securities,~~of ~~and~~automated noorder ~~exchange~~processing ~~requirements~~may ~~are~~affect ~~imposed.~~the ~~Dealers may~~timeliness ~~dominate~~of ~~the~~order execution ~~market~~reporting and ~~set~~the ~~prices~~availability ~~that~~of ~~are~~firm ~~not~~quotes ~~based~~for onshares ~~competitive~~of ~~forces~~our common stock. ~~Individuals~~Heavy ormarket ~~groups~~volume may ~~create~~lead ~~fraudulent~~to ~~markets~~a ~~and control~~delay in the processing ~~sudden,~~of ~~sharp~~OTC ~~increase~~Pink security orders for shares of ~~price~~our ~~and~~common ~~trading~~stock, ~~volume~~due ~~and~~to the ~~equally~~manual ~~sudden~~nature ~~collapse~~ of the market. ~~price~~Consequently, ~~for~~one may not be able to sell shares of our common stock at the optimum trading prices.

There is a ~~limitation~~risk ~~in connection with the editing and canceling~~ of ~~orders~~market fraud on the OTC Pink.

~~Orders for~~ OTC Pink securities ~~may~~ beare ~~canceled~~frequent targets of fraud or ~~edited~~market ~~like~~manipulation. ~~orders~~Not ~~for~~only ~~other~~because ~~securities.~~of ~~All~~their ~~requests~~generally tolow ~~change~~price, orbut ~~cancel~~also anbecause the ~~order~~OTC ~~must~~reporting berequirements ~~submitted~~for ~~to,~~these ~~received~~securities are less stringent than for listed or NASDAQ traded securities, and ~~processed~~ byno ~~the~~exchange ~~OTC~~requirements are ~~Pink~~imposed. ~~Due~~Dealers tomay dominate the ~~manual~~market ~~order~~and ~~processing~~set ~~involved~~prices inthat ~~handling~~are ~~OTC~~not ~~Pink~~based ~~trades,~~on ~~order~~competitive ~~processing~~forces. ~~and~~Individuals ~~reporting~~or groups may create befraudulent ~~delayed,~~markets and ~~one~~control ~~may~~the ~~not~~sudden, besharp ~~able~~increase toof ~~cancel~~price orand ~~edit~~trading ~~one’s~~volume ~~order.~~and ~~Consequently,~~the ~~one~~equally ~~may~~sudden ~~not~~collapse ~~able~~of tothe ~~sell~~market ~~their~~price for shares of our common ~~stock~~ ~~at the optimum trading prices~~stock.

~~Increased~~There is ~~dealer~~a ~~compensation could~~limitation ~~adversely~~in ~~affect~~connection ~~our~~with ~~stock~~the ~~price~~editing and canceling of orders on the OTC Pink.

~~The dealer’s spread (the~~Orders ~~difference~~for ~~between~~OTC ~~the~~Pink ~~bid~~securities ~~and~~may ~~ask~~be ~~prices)~~canceled ~~may~~or beedited ~~large~~like ~~and~~orders ~~may~~for ~~result~~other insecurities. ~~substantial~~All ~~losses~~requests to ~~the~~change ~~seller of~~or ~~shares~~cancel ofan ~~our~~order ~~common~~must be ~~stock~~submitted ~~may~~to, ~~incur~~received anand ~~immediate~~processed ~~“paper”~~by ~~loss~~the ~~due~~OTC Pink. Due to the ~~price~~manual ~~spread. Moreover,~~order ~~dealers~~processing ~~trading~~involved onin ~~the~~handling OTC Pink ~~may~~trades, order ~~not~~processing ~~have~~and areporting ~~bid~~may ~~price~~be ~~for~~delayed, ~~shares~~and ofone ~~our~~may ~~common~~not ~~stock~~be onable ~~the~~to ~~OTC~~cancel ~~Pink. Due~~or toedit ~~the~~one’s ~~foregoing~~order. Consequently, ~~demand~~one ~~for~~may not able to sell their shares of our common stock onat the ~~OTC~~optimum ~~Pink~~trading ~~may be decreased or eliminated~~prices.

~~Additional~~Increased dealer ~~Risks~~compensation ~~and~~could ~~Uncertainties~~adversely affect our stock price.

IfThe dealer’s ~~any~~spread of(the difference between the ~~risks~~bid ~~that~~and weask ~~face actually~~prices) ~~occur,~~may ~~irrespective~~be large and may result in substantial losses to the seller of shares ~~whether~~of ~~those~~our ~~risks~~common ~~are~~stock ~~described~~may inincur ~~this~~an ~~section~~immediate or“paper” ~~elsewhere~~loss indue ~~this~~to ~~report~~the price spread. Moreover, dealers trading on the OTC Pink may not have a bid price for shares of our ~~business~~common stock on the OTC Pink. Due to the foregoing, ~~financial~~demand for ~~condition~~shares ~~and~~of ~~operating~~our ~~results~~common ~~could~~stock on the OTC Pink may be ~~materially~~decreased ~~adversely~~or ~~affected~~eliminated.

22Additional Risks and Uncertainties

~~ITEM~~If any ~~1B.~~of ~~UNRESOLVED~~the ~~STAFF~~risks ~~COMMENTS~~that we face actually occur, irrespective of whether those risks are described in this section or elsewhere in this report, our business, financial condition and operating results could be materially adversely affected.

~~Not applicable.~~24

ITEM 2 1B. ~~PROPERTIES~~UNRESOLVED STAFF COMMENTS

~~PCT Corp. was committed to one~~Not ~~lease for office and production space during 2019, located in Little River, South Carolina, having moved all office operations from Lenexa, Kansas on December 31, 2017~~applicable. The South Carolina lease amount was $4,800 per month, through November 30, 2019, at which time a new owner purchased the building and the Company went on a month-to-month rental basis. The Company re-negotiated an annual lease on the Little River, SC facility for $7,500 per month, retroactive to July 1, 2020, which is renewable, at the option of the Company, for an additional four years (with a 2% increase annually) and added a three-year lease for 9,600 s.f. of warehouse space in Fort Wayne, Indiana on November 1, 2020, for $4,500 per month.

ITEM 3 2. ~~LEGAL~~PROPERTIES ~~PROCEEDINGS~~

WeThe Company ~~may~~re-negotiated ~~become~~an ~~involved~~annual inlease ~~various~~on the Little River, SC facility for $7,500 per month, retroactive from July 1, 2020, which was ~~routine~~renewed ~~legal~~for ~~proceedings~~another ~~incidental~~year, toeffective ~~our~~July ~~business~~1, 2021, at $7,650 per month. ~~However~~In addition, toa ~~our~~three-year ~~knowledge~~lease asfor 9,600 s.f. of ~~the~~warehouse ~~date~~space in ofFort ~~this~~Wayne, ~~report~~Indiana was added, ~~other~~effective ~~than~~November ~~described~~1, ~~below~~2020, ~~there~~ ~~are~~for no$4,500 ~~material~~per ~~pending~~month. ~~legal~~The ~~proceedings~~Company also committed to ~~which~~a wetwo-year ~~are~~building lease afor ~~party~~additional oroffice tospace ~~which~~in ~~any~~Little ofRiver, ~~our~~SC, ~~property~~effective isApril ~~subject~~1, 2021, for $2,750 per month, which was terminated effective October 14, 2021.

~~Annihilare~~ITEM 3. ~~Litigation~~LEGAL PROCEEDINGS

~~On August 8, 2019, we received~~Auctus ~~notice~~Fund from Annihilare Medical Systems, Inc (“Annihilare”) that certain intellectual properties developed jointly between us and Annihilare were to be discontinued from use by us and our customers. We dispute the claims from Annihilare that the intellectual properties are exclusively Annihilare’s.Litigation

In March ~~May~~ of ~~2020~~2019, we ~~filed~~entered into a ~~complaint in~~Securities ~~the~~Purchase ~~United~~Agreement ~~States~~with ~~District~~Auctus ~~Court~~Fund, ~~for~~LLC ~~the~~(“Auctus”), ~~Western~~whereby ~~District~~we borrowed $75,000 from Auctus under the terms of ~~North~~a ~~Carolina~~convertible ~~(Charlotte~~promissory ~~Divisions~~note –and ~~Civil~~included ~~Action~~the ~~No.~~issuance ~~3:20-cv-00287), against~~to ~~Annihilare~~187,500 ~~Marion~~warrants Eto Auctus. ~~Paris,~~Adjustment ~~Jr.~~provisions in the Securities Purchase Agreement and ~~Clay~~the ~~Parker~~note ~~Sipes,~~required ~~seeking~~PCTL ~~damages~~to adjust the number of warrants and exercise price based upon future financings.

~~These~~In late ~~claims~~2019, ~~arose~~we ~~from~~defaulted ~~several consulting~~on ~~agreements~~the ~~and~~Auctus annote, ~~acquisition~~which ~~agreement~~triggered ~~between~~a number of default provisions of the ~~Company~~note. ~~and~~We disputed the ~~Defendants~~amounts ~~surrounding~~claimed to be owed to Auctus, the ~~purchase~~number of ~~Annihilyzer® Intellectual~~shares ~~property~~of bycommon stock to be reserved for conversion of the ~~Company~~note and ~~subsequent~~the ~~infringement~~number and exercise price of the ~~intellectual~~warrants ~~properties~~held by Auctus. ~~The~~Negotiations ~~case~~of ~~settled~~these indisputes ~~early~~lasted ~~2021~~for several months.

~~ITEM~~In October 4of 2020, we entered into a Conditional Settlement Agreement with Auctus to settle all disputes and claims between the parties. A ~~MINE~~material ~~SAFETY~~dispute ~~DISCLOSURES~~between the parties was the warrants, which according to Auctus had ballooned to 107,142,857 shares at an exercise price of $0.00035. Pursuant to the settlement agreement, Auctus agreed to settle such disputes and claims based upon the payment of $145,000 in cash and the issuance of 8,000,000 shares of common stock.

~~Not~~On September ~~applicable~~1, 2021, we issued 8,000,000 common shares and paid the remaining cash balance to Auctus under the terms of the settlement. We fully complied with all payments required under the settlement agreement and issued the shares of common stock to Auctus, which triggered the mutual release of all disputes and claims between us and Auctus. Despite our ~~operations~~compliance with the terms of the settlement agreement, Auctus has refused to execute the mutual release required by the settlement agreement and acknowledge the cancellation of the warrants as part of the settlement.

23On January 14, 2022, we filed a complaint in the United States District Court for the District of Massachusetts (Case 1:22-cv-10053), against Auctus seeking damages for:

~~PART~~1. IIBreach of Contract;

~~ITEM 5~~2. ~~MARKET~~Breach ~~FOR~~of ~~REGISTRANT’S~~Implied ~~COMMON~~Covenant ~~EQUITY,~~of ~~RELATED~~Good ~~STOCKHOLDER~~Faith ~~MATTERS~~and ~~AND~~Fair ~~ISSUER PURCHASES OF EQUITY SECURITIES~~Dealing;

~~Market~~3. ~~Information~~Reformation of Mutual Release;

~~PCT LTD’s common stock is quoted on the OTC Pink market under the symbol “PCTL~~4.” Our common stock has traded infrequently on the OTC Pink. Which limits our ability to locate accurate high and low bid prices for each quarter during the last two fiscal years. Therefore, the following table lists the available quotations for the high and low closing prices for fiscal 2019 and 2020 obtained through Yahoo! Finance. The quotations reflect inter-dealer prices without retail mark-up, markdown, or commissions and may not represent actual transactions.Fraud;

~~On April 12, 2021, the closing price of shares of common stock of the Company was $0~~5.~~0215. However,~~ weConversion; ~~consider our common stock to be thinly traded~~ and~~, as a result, any reported sales prices may not be a true market-based valuation of the common stock.~~

~~(b)~~6. ~~Holders~~Unjust ~~of Common Stock~~Enrichment.

WeThe ~~had~~case ~~224~~is ~~stockholders~~currently ~~of record as of April 12, 2021 and 756,329,354 shares outstanding, which does not include 243,295,646 shares of common stock reserved against default on convertible debt~~ongoing. ~~We have not declared dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future.~~

~~(c)~~ITEM 4. ~~Dividends~~MINE SAFETY DISCLOSURES

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

~~(d) Securities Authorized for Issuance under Equity Compensation Plans~~25

~~None.~~PART II

~~Recent~~ITEM 5. ~~Sales~~MARKET ofFOR ~~Unregistered~~REGISTRANT’S ~~Securities~~COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

~~On October~~Market ~~6, 2020, the Company issued 3,500,000 shares of common stock for proceeds of $70,000, pursuant to a stock subscription agreement.~~Information

~~On October~~PCT 7,LTD’s ~~2020,~~common ~~the~~stock ~~Company~~is ~~entered~~quoted ~~into~~on athe ~~consulting~~OTC ~~agreement.~~Pink ~~Pursuant~~market tounder the ~~agreement,~~symbol ~~the consultant will provide advisory services for a period of five months in consideration of 5,000,000 shares of common stock~~“PCTL.” ~~The~~Our ~~fair value of the~~ common stock ~~was~~has ~~$134,500~~traded ~~of which~~infrequently ~~$75,713~~on ~~was recognized in consulting expenses for~~ the ~~year~~OTC ~~ended December 31, 2020, with the remainder as prepaid assets for future services~~Pink.

On ~~November~~ ~~20,~~March ~~2020~~24, ~~$16~~2022,~~000~~ ofthe ~~principal~~closing price of ashares ~~convertible~~of ~~note~~common ~~payable~~stock ~~was~~of ~~converted~~the ~~into~~Company 16was $0.016. However,~~000,000~~ ~~shares~~we ofconsider ~~the~~our ~~Company’s~~ common stock to be thinly traded and, as ~~further~~a ~~described~~result, inany ~~Note~~reported ~~6(bb)~~sales prices may not be a true market-based valuation of the common stock.

~~On November~~(b) ~~20,~~Holders ~~2020, the Company issued 15,000,000 shares~~ of ~~common~~Common ~~stock with a fair value of $309,000 to settle the principal, accrued interest, and penalties relating to the convertible note described in Note 6(ff).~~Stock

OnWe had ~~December~~271 ~~23,~~stockholders ~~2020~~of record as of March 24, ~~the~~2022 ~~Company issued~~and 2790,~~050~~924,~~000~~690 shares ofoutstanding, ~~common~~which ~~stock~~does ~~for~~not ~~proceeds~~include ~~of $20~~209,~~500~~075,310 ~~pursuant~~shares toof common a stock ~~subscription~~reserved ~~agreement~~against default on convertible debt.

24(c) Dividends

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

~~On January 4, 2021, the Company issued 25,000,000 common shares to settle a convertible note described in Note 6~~(bbd), Securities ~~with~~Authorized afor ~~remaining~~Issuance ~~balance~~under ofEquity ~~$40,000.~~Compensation Plans

On February 16, 2021, the Company issued 1,803,279 shares of common stock to settle $247,270 from a $275,000 note payable dated June 20, 2020, which has a balance of $331,304, including interest, to the President of the CompanyNone. ~~The Company also agreed to issue a new note for the remaining balance owed to the President of $84,034. The note will bear interest at 5% per annum and is due on June 30, 2021.~~

~~On February 16, 2021, the Company~~Recent ~~issued~~Sales ~~2,663,299 shares~~ of ~~common~~Unregistered ~~stock to settle a June 20, 2018 note payable of $380,000 and accrued interest of $77,229 owed to the current COO and Director of the Company.~~Securities

On September ~~February 15~~1, 2021, 40the Company issued 8,000,000 common shares of ~~preferred~~and ~~series~~paid C$21,000 ~~stock~~to ~~was~~settle ~~converted~~the ~~into~~remaining ~~common~~outstanding ~~stock~~principal (1on ~~share~~a ~~converts~~convertible note ~~into~~payable ~~100~~with ~~shares~~Auctus ofFund, ~~common stock)~~LLC, ~~resulting in the issuance~~ of 4$88,~~000,000~~795 ~~shares~~and ofaccrued ~~common~~interest ~~stock~~of $26,153.

On September ~~March 1~~10, 2021, the Company ~~released~~ anissued ~~additional vested 375~~2,000,000 ~~shares of~~ common ~~stock~~shares pursuant to ~~its~~a ~~COO,~~general asrelease ~~per~~agreement ~~the~~dated ~~Company~~July ~~employment~~23, ~~agreement~~2021 with a former employee of the ~~executive~~Company.

On October ~~March 1~~12, 2021, the Company ~~entered~~ ~~into~~issued a15,000,000 ~~consulting~~common ~~agreement.~~shares ~~Pursuant~~ to ~~the~~settle ~~agreement,~~a ~~the~~convertible ~~consultant~~note ~~will~~with ~~provide advisory services for~~ a ~~period~~remaining ofbalance ~~three months in consideration~~ of $~~5,000 per month and stock options to purchase 2,500,000 shares of common stock at $~~0.~~0001 for one year, exercisable on issuance.~~

~~All of the above-described issuances~~On ~~were~~December ~~exempt~~14, ~~from registration pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act as transactions not involving a public offering. With respect to each transaction listed above~~2021, ~~no general solicitation was made by either~~ the Company orissued ~~any~~2,548,461 ~~person~~common ~~acting~~shares ~~on its behalf. All such securities issued~~ pursuant to ~~such exemptions are restricted securities as defined in Rule 144(~~a~~)(3)~~ ~~promulgated under~~cashless ~~the~~exercise ~~Securities~~of ~~Act~~2,593,999 ~~appropriate~~warrants ~~legends have been placed on the documents evidencing the securities and may not be offered or sold absent registration or pursuant~~ to anAuctus ~~exemption~~Fund, ~~therefrom~~LLC.

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

~~We did not repurchase any of our equity securities during the year ended December 31, 2020.~~26

25Issuer Purchase of Securities

~~ITEM~~We did 6.not ~~SELECTED~~repurchase ~~FINANCIAL~~any ~~DATA~~of our equity securities during the year ended December 31, 2021.

~~Not~~Defaults Upon ~~applicable~~Senior ~~to smaller reporting companies.~~Securities

~~ITEM~~We have 7.entered ~~MANAGEMENT’S~~into ~~DISCUSSION~~a ~~AND~~number ~~ANALYSIS~~of OFpromissory ~~FINANCIAL~~notes, ~~CONDITION~~some ~~AND~~of ~~RESULTS~~which OFare ~~OPERATIONS~~in default as of December 31, 2021, or went into default before the filing of this Annual Report (See Note 6 to the financial statements).

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

OnAs of ~~August~~December 31, ~~2016~~2021, ~~PCT~~we ~~LTD~~had ~~entered into~~cash aand ~~Securities~~cash ~~Exchange~~equivalents ~~Agreement~~of ~~(the~~$116,497 ~~“Exchange~~and ~~Agreement”)~~had ~~with~~a ~~Paradigm~~portion ~~Convergence~~of ~~Technologies~~short-term ~~Corporation,~~debt ain ~~Nevada~~default. Management's plan ~~corporation~~is ~~(“Paradigm”~~to raise additional funds in the form of debt or ~~“PCT~~equity ~~Corp.”).~~in ~~Pursuant~~order to continue to fund losses until such time as revenues are able to sustain the ~~terms~~Company. To date, the main source of funding has been through the ~~Exchange~~issuance ~~Agreement,~~of ~~PCT~~Preferred ~~Corp.~~C ~~became~~stock and the issuance of convertible ~~wholly~~notes ~~owned~~with ~~subsidiary~~provisions ofthat ~~PCT~~allow ~~LTD~~the ~~after~~holder to convert the ~~exchange~~debt ~~transaction~~and accrued and unpaid interest at substantial discounts to the trading price of our common stock. ~~PCT~~The ~~LTD~~effect isof athe ~~holding~~conversions ~~company~~in the year ended December 31, ~~which~~2021 ~~through~~and ~~PCT~~the ~~Corp~~year ended December 31, 2020 for the convertible notes has been to substantially dilute existing holders of common stock of our Company. However, there is ~~engaged~~no inassurance ~~the~~that ~~business~~management ofwill ~~marketing~~be ~~new~~successful ~~products~~in ~~and~~being ~~technologies~~able ~~through~~to ~~licensing~~continue ~~and~~to ~~joint~~obtain ~~ventures~~additional funding or defend potential litigation by note holders.

~~PCT LTD had not recorded revenues~~ITEM ~~for the two fiscal years prior to its acquisition of PCT Corp~~6. and was dependent upon financing to continue basic operations. PCT Corp. has recorded revenue since it initiated operations in 2012; however, those revenues have not been sufficient to finance operations, recording annual net losses of $8,138,287 and $16,578,564 for the years ended December 31, 2020 and 2019, respectively.[RESERVED]

~~PCT LTD remains dependent upon~~ITEM ~~additional financing to continue operations~~7. ~~The~~MANAGEMENT’S ~~Company~~DISCUSSION ~~intends~~AND toANALYSIS ~~raise~~OF ~~additional~~FINANCIAL ~~financing~~CONDITION ~~through~~AND ~~private~~RESULTS ~~placements~~OF of its common/preferred stock and debt financing. We expect that we would issue such stock pursuant to exemptions to the registration requirements provided by federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs, as discussed below, and the available exemptions to the registration requirements of the Securities Act of 1933. We also note that if we issue more shares of our common stock, then our stockholders may experience dilution in the value per share of their common stock.OPERATIONS

~~The expected costs for the next~~Executive ~~twelve months include:~~Overview

•On August ~~continuation~~31, of2016, ~~commercial~~PCT ~~launch~~LTD ofentered ~~non-toxic~~into ~~sanitizing,~~a ~~disinfecting~~Securities ~~and~~Exchange ~~sterilizing~~Agreement ~~products~~(the ~~and~~"Exchange ~~technologies~~Agreement") with Paradigm Convergence Technologies Corporation, a ~~strong~~Nevada ~~emphasis~~corporation on("Paradigm"). ~~health~~Pursuant ~~care~~to ~~facilities,~~the ~~including~~terms ~~hospitals,~~of ~~nursing~~the ~~homes~~Exchange Agreement, ~~assisted~~Paradigm ~~living~~became the ~~facilities~~wholly-owned subsidiary of PCT LTD after the exchange transaction. PCT LTD is a holding company, ~~clinics~~which through Paradigm is engaged in the business of marketing new products and ~~medical,~~technologies ~~dental~~through licensing and ~~veterinarian~~joint ~~offices;~~ventures.

•PCT LTD ~~continued~~had ~~research~~not recorded revenues for the two fiscal years prior to its acquisition of Paradigm and ~~development~~was ondependent ~~product~~upon ~~generation~~financing ~~units~~to ~~including~~continue basic operations. Paradigm has recorded revenue since it initiated operations in 2012; however, those ~~designed~~revenues have not been sufficient to finance operations. The Company recorded a net income of $988,619 for ~~on-site~~the ~~deployment~~year atended ~~customers’~~December ~~facilities;~~31, 2021 and accumulated losses of $29,598,993 from inception through December 31, 2021.

•PCT LTD ~~accelerated~~remains ~~research~~dependent upon additional financing to continue operations. The Company intends to raise additional financing through private placements of its common stock and ~~development~~note payable issuances. We expect that we would issue such stock pursuant to exemptions to the registration requirements provided by federal and ~~initial~~state ~~commercialization~~securities onlaws. ~~applications~~The purchasers and manner of ~~the~~issuance ~~products~~will inbe ~~the~~determined ~~agricultural~~according ~~sector~~to our financial needs, ~~most~~as ~~specifically~~discussed ~~with~~below, ~~respect~~and the available exemptions to ~~abatement~~the registration requirements of athe ~~specific~~Securities ~~crop~~Act ~~disease~~of ~~crisis~~1933. ~~caused~~We also bynote athat ~~bacterium~~if inwe ~~the~~issue ~~U.S.~~more ~~and~~shares ~~elsewhere~~of ~~and~~our ~~continued~~common ~~in-field~~stock, ~~testing~~then ~~within~~our stockholders may experience dilution in the ~~oil~~value ~~and~~per ~~gas~~share ~~market;~~of their common stock.

•The expected ~~acquiring~~costs ~~available~~for ~~complementary~~the ~~technology~~next ~~rights;~~twelve months include:

• ~~payment~~continuation of ~~short~~commercial launch of non-~~term~~toxic ~~debt~~sanitizing, disinfecting and sterilizing products and technologies with a strong emphasis on health care facilities, including hospitals, nursing homes, assisted living facilities, clinics and medical, dental and veterinarian offices;

~~• hiring of additional personnel in 2021; and~~27

• ~~general~~continued research and ~~administrative~~development ~~operating~~on ~~costs.~~product generation units including those designed for on-site deployment at customers' facilities;

~~Management~~• ~~projects~~accelerated ~~these~~research costs to total approximately $3,500,000. To minimize these costs, the Company intends to maintain its practice of controlling operating overheads with efficient facilities commitments, generally below market salaries and ~~consulting~~development ~~fees,~~ and ~~rigorous~~initial ~~prioritization~~commercialization ~~of expenditure requirements. Based~~ on ~~its~~applications ~~understanding~~ of the ~~commercial readiness of its~~ products ~~and~~in ~~technologies,~~ the ~~capabilities~~agricultural ~~of its personnel (current and being hired)~~sector, ~~established~~most ~~business~~specifically ~~relationships~~with ~~and~~respect ~~the general market conditions, management believes that the Company expects~~ to beabatement ~~covering~~of ~~its~~a ~~fixed~~specific ~~operating~~crop ~~expenses~~disease ~~(“burn~~crisis ~~rate”)~~caused by ~~the~~a ~~end~~bacterium ofin the ~~second~~U.S. ~~quarter~~and ~~of 2021.~~elsewhere;

26• acquiring available complementary technology rights;

~~Liquidity~~• ~~and~~payment ~~Capital~~of ~~Resources~~short-term debt;

SUMMARY OF BALANCE SHEET	Year ended December 31, 2020			Year ended December 31, 2019
Cash and cash equivalents	$	115,196		$	67,613
Total current assets		747,756			224,738
Total assets		4,634,610			4,374,775
Total liabilities		15,364,398			14,290,486
Accumulated deficit		(34,913,854	)		(26,505,567	)
Total stockholders’ equity (deficit)	$	(10,988,433	)	$	(10,134,356	)

•

hiring of additional personnel in 2022; and

~~The~~• ~~Company~~general ~~recorded a net loss of $8,138,287~~ and ~~had~~administrative a working capital deficit of $14,479,722 for the year ended December 31, 2020. We have recorded significant incremental increases in revenues from operations since inception and we are establishing ongoing source of revenue sufficient to cover our operating costs. During 2020 and 2019 the Company relied on raising equity capital and borrowing from stockholders and third parties to fund its ongoing day-to-day operations and its corporate overhead. As December 31, 2020 we had $115,196 in cash compared to $67,613 in cash at December 31, 2019. We had total liabilities of $15,364,398 at December 31, 2020 compared to $14,290,486 at December 31, 2019.

~~Total~~Management projects ~~assets~~these ~~increased~~costs ~~by $259,835~~ to total approximately $42,~~634~~580,~~610~~000. atTo ~~December~~minimize 31these costs, ~~2020~~the ~~compared~~Company intends to $4maintain its practice of controlling operating overheads with efficient facilities commitments,~~374,775~~ atgenerally ~~December~~below 31market salaries and consulting fees, ~~2019~~and rigorous prioritization of expenditure requirements. ~~This~~Based ~~increase~~on isits ~~primarily~~understanding ~~from~~of ~~increases~~the incommercial ~~accounts receivable,~~readiness ~~prepaid~~of ~~expenses~~its products and ~~right~~technologies, the capabilities of ~~use~~its ~~assets.~~personnel ~~This~~(current ~~was~~and ~~offset~~being byhired), ~~depreciation~~established business relationships and ~~amortization~~the ~~recorded~~general onmarket ~~intangible~~conditions, ~~assets~~management ~~and~~believes ~~property~~that ~~and~~the ~~equipment~~Company ~~during~~expects to be covering its fixed operating expenses ("burn rate") by the ~~year~~end ~~ended~~of ~~December~~the ~~31,~~third ~~2020~~quarter of 2022.

~~Total liabilities increased by~~Liquidity ~~$1,073,912~~and toCapital $15,364,398 at December 31, 2020 compared to $14,290,486 at December 31, 2019. This increase is primarily additions to convertible notes payable (net of discount) of approximately $420,370, derivative liabilities of $911,170.Resources

~~Our~~A critical ~~current~~component ~~cash~~of ~~flow~~our isoperating ~~not~~plan ~~sufficient to~~impacting ~~meet~~ our ~~monthly~~continued ~~expenses~~existence ofis ~~approximately~~the ~~$280,000~~ability ~~and~~ to ~~fund~~obtain ~~future~~additional ~~research~~capital through additional equity and/or ~~development~~debt financing. We ~~intend~~do tonot ~~rely~~anticipate ongenerating ~~additional~~sufficient ~~debt financing,~~positive ~~loans~~internal ~~from~~operating ~~existing~~cash ~~shareholders~~flow ~~and~~until ~~private~~such ~~placements~~time ofas ~~common/preferred~~we can ~~stock~~deliver ~~for~~our ~~additional~~products ~~funding;~~to ~~however,~~market ~~there~~and ~~is no~~generate ~~assurance~~substantial ~~that~~revenues, ~~additional~~which ~~funding~~may ~~will~~take bethe ~~available.~~next Wefull doyear ~~not~~to ~~have~~fully ~~material~~realize, ~~commitments~~if ~~for future capital expenditures~~ever. ~~However,~~In wethe ~~cannot~~event ~~assure that~~ we ~~will~~cannot ~~be able to~~ obtain ~~short-term~~the ~~financing,~~necessary orcapital ~~that~~to ~~sources~~pursue ofour ~~such~~strategic ~~financing~~plan, ifwe ~~any,~~may ~~will~~have ~~continue~~ to besignificantly ~~available, and~~curtail ifour ~~available,~~operations. ~~that~~This would ~~they~~materially ~~will~~impact beour onability ~~favorable~~to ~~terms~~continue operations.

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

SUMMARY OF BALANCE SHEET	December 31, 2021			December 31, 2020
Cash and cash equivalents	$	116,497		$	115,196
Total current assets		310,763			747,756
Total assets		4,254,258			4,634,610
Total liabilities		6,283,637			11,038,156
Accumulated deficit		(29,598,993	)		(30,587,612	)
Total stockholders' deficit	$	(4,498,024	)	$	(6,662,191	)

For the year ended December 31, 2021, the Company recorded net income of $988,619 and at December 31, 2021 had a working capital deficit of $4,466,106. Since inception we had not established an ongoing source of revenue sufficient to cover our operating costs. During the years ended December 31, 2021 and 2020 we primarily relied upon equity issuances and advances and loans from stockholders and third parties to fund our operations. The ~~table~~Company ~~below~~has ~~presents~~relied ~~information~~on raising debt and equity capital in order to fund its ongoing day-to-day operations ~~regarding~~and its corporate overhead. We had $116,497 in cash ~~flows:~~at December 31, 2021, compared to $115,196 in cash at December 31, 2020. We had total liabilities of $6,283,637 at December 31, 2021 compared to $11,038,156 at December 31, 2020.

SUMMARY OF CASH FLOWS	Year ended December 31, 2020			Year ended December 31, 2019
Net cash used in operating activities	$	(830,664	)	$	(799,417	)
Net cash provided by (used in) investing activities	$	(163,133	)	$	103,807
Net cash provided by operating activities	$	1,041,380		$	758,330
Net change in cash	$	47,583		$	62,720

Total assets decreased by $380,352 to $4,254,258 at December 31, 2021 compared to $4,634,610 at December 31, 2020. This decrease is primarily from a decrease in accounts receivable and prepaid expenses and from depreciation and amortization recorded on intangible assets and right-of-use assets during the year ended December 31, 2021.

2728

~~Commitments~~Total liabilities decreased by $4,754,519 to $6,283,637 at December 31, 2021 compared to $11,038,156 at December 31, 2020. This decrease is primarily from a decrease in derivative liabilities of $4,058,767 and ~~Obligations~~a decrease in notes payable, notes payable – related party, and convertible notes payable of $616,995.

AtOur current ~~December~~cash ~~31,~~flow ~~2020~~is ~~the~~not ~~Company recorded~~sufficient ~~notes~~to ~~payable~~meet ~~totaling~~our monthly expenses of approximately $2215,~~781,597~~000 ~~(related,~~and ~~non-related~~to fund future research and ~~convertible~~development adequately. We intend to rely on additional debt financing, ~~net~~loans from existing stockholders and private placements of ~~debt~~common ~~discount)~~stock ~~compared~~for additional funding in addition to ~~notes payable~~the ~~totaling~~increasing ~~$2,482,743~~our ~~(related,~~recognized ~~non-related~~revenue from the leasing and/or ~~convertible~~sale of products; however, ~~net~~there ofis ~~debt~~no assurance ~~discount)~~that atadditional ~~December~~funding ~~31,~~will ~~2019~~be available. ~~These~~We ~~notes~~do ~~payable~~not ~~represent~~have material commitments for future capital expenditures. However, we ~~cash~~cannot ~~advances~~assure ~~received~~you ~~and~~that ~~expenses~~we ~~paid~~will ~~from~~be ~~third~~able ~~parties~~to ~~and~~obtain ~~related~~short-term ~~parties.~~financing, ~~The~~or ~~notes~~that ~~carry~~sources anof ~~effective~~such ~~interest~~financing, ~~rate~~if ~~from~~any, 0%will continue to be ~~210%~~available, and ~~are~~if ~~due~~available, ~~ranging~~that ~~from~~they onwill ~~demand~~be toon ~~March~~favorable ~~21, 2022~~terms.

~~PCT~~During the ~~Corp.~~next ~~was~~12 ~~committed~~months towe ~~one lease~~anticipate ~~for~~incurring ~~office~~additional ~~and~~costs ~~production~~related ~~space~~to ~~during~~the ~~2019,~~filing ~~located~~of inExchange ~~Little~~Act ~~River, South Carolina~~reports. ~~The~~We ~~South~~believe ~~Carolina~~we ~~lease~~will ~~amount~~be ~~was $4,800~~able ~~per~~to ~~month,~~meet ~~through~~these ~~November~~costs ~~30,~~through ~~2019,~~funds atprovided ~~which~~by ~~time~~management, asignificant ~~new~~stockholders ~~owner purchased the building~~ and/or ~~the~~third ~~Company went on a month-to-month rental basis~~parties. ~~The~~We ~~Company~~may ~~re-negotiated~~also anrely ~~annual lease~~ on the ~~Little River, SC facility for $7,500 per month, retroactive to July 1, 2020, which,~~issuance ~~at the option~~ of ~~the~~our ~~Company,~~common isstock ~~renewable~~in ~~for~~lieu ~~an additional four years (with a 2% increase annually) and added a three-year lease for 9,600 s.f.~~ of ~~warehouse~~cash ~~space~~to inconvert ~~Fort~~debt ~~Wayne,~~or ~~Indiana~~pay ~~on November 1, 2020,~~ for ~~$4,500 per month~~expenses.

~~Results~~The table ofbelow ~~Operations~~presents information regarding cash flows:

SUMMARY OF OPERATIONS	Year ended December 31,
SUMMARY OF CASH FLOWS	Year ended December 31, 2021			Year ended December 31, 2020
	2020			2019
Net cash used in operating activities	$	(1,508,640	)	$	(830,664	)
Revenues	$	2,519,914		$	708,405
Net cash used in investing activities	$	(468,866	)	$	(163,133	)
Total operating expenses	$	3,921,143		$	2,390,341
Net cash provided by operating activities	$	1,978,807		$	1,041,380
Total other expenses	$	6,737,058		$	14,896,628
Net change in cash	$	1,301		$	47,583
Net loss	$	8,138,287		$	16,578,564
Basic and diluted loss per share	$	0.01		$	0.09

~~Revenues~~Commitments increased to $2,519,914 for the year ended December 31, 2020 compared to $708,405 for the year ended December 31, 2019. The revenue increases for 2020 were due to the increased volume of fluids sold during the COVID-19 pandemic, the sale of fluid producing equipment, licensing revenue from EPA sub registrations, and ~~placing equipment under the Company’s 2- and 3-year Systems Service Agreements during the year.~~Obligations

~~Total~~At December ~~operating~~31, ~~expenses~~2021 ~~increased to~~the Company recorded notes payable totaling approximately $32,~~921~~165,~~143~~102 ~~for~~(related, ~~the~~non-related ~~2020~~and ~~year~~convertible, net of debt discount) compared to notes payable totaling $2,~~390~~781,~~341~~597 ~~for~~(related, ~~the~~non-related ~~2019~~and ~~year.~~convertible, ~~The~~net ~~total~~of ~~operating~~debt ~~expense~~discount) ~~increase~~at ~~for~~December 31, 2020. ~~was~~These ~~due~~notes topayable ~~an increase~~represent incash ~~general~~advances received and ~~administrative~~ expenses ~~and~~paid anfrom ~~increase~~third inparties ~~cost~~and ofrelated ~~sales~~parties. ~~Cost~~At December 31, 2021, all of ~~sales~~the ~~increased~~notes aspayable acarry ~~result~~effective ofinterest ~~increased~~from ~~sales in~~0% ~~2020~~to ~~over~~12% ~~2019~~and are due ranging from on demand to November 30, 2023.

~~General~~The Company headquarters and ~~administrative~~operations ~~expenses increased~~are tolocated $2in Little River,~~485~~ South Carolina. The Company re-negotiated an annual lease on the Little River,~~379~~ SC facility for ~~the~~$7,500 ~~2020~~per ~~year~~month, ~~compared~~retroactive to $July 1,~~922~~ 2020,~~941~~ which is renewable for an additional four years (with a 2% increase annually). Effective July 1, 2021 through June 30, 2022, the ~~2019~~monthly ~~year~~lease payment is $7,650. The ~~increase~~Company added a three-year lease for 9,600 sf. of warehouse space in ~~general~~Fort ~~and~~Wayne, ~~administrative~~Indiana, ~~expense~~effective November 1, 2020, for $4,500/month. Effective April 1, 2021, the Company entered into a 2-year lease for ~~2020~~additional ~~was~~office ~~mainly~~space ~~due~~in toLittle ~~more~~River, ~~personnel~~SC, ~~leased~~for ~~facilities~~$2,750 ~~and~~per ~~higher~~month, ~~accounting~~which ~~and~~was ~~legal~~terminated ~~expense~~effective October 14, 2021.

~~Research and development expenses~~Results increased to $40,429 for the 2020 year compared to $6,149 for the 2019 year. Research and development expenses were expected to be higher in 2020, as the Company continued to develop next generations model(s) of ~~its Annihilyzer® and other equipment.~~Operations

Depreciation and amortization expenses increased to $348,708 for the 2020 year compared to $338,028 for the 2019 year. Depreciation and amortization expenses were comparable for the two years.

SUMMARY OF OPERATIONS	Year Ended December 31

		2021			2020
Revenues	$	1,281,177		$	2,519,914
Total operating expenses		3,773,257			3,921,143
Total other income (expense)		3,480,699			(2,410,816	)
Net income (loss)		988,619			(3,812,045	)
Net income (loss) attributable to common stockholders'		988,619			(4,082,045	)
Basic income (loss) per share		0.00			(0.01	)
Diluted income (loss) per share	$	(0.00	)	$	(0.01	)

Total other expenses decreased to $6,737,058 for the 2020 year compared to $14,896,628 for the 2019 year. The overall decrease was mainly from a decrease in loss on fair value of derivative liability of $7,487,509. Interest expense decreased by $656,745.29

AsRevenues decreased to $1,281,177 for the year ended December 31, 2021 compared to $2,519,914 for the year ended December 31, 2020. The revenue decrease for the period was primarily due to the decreased volume of fluids sold as a result of the ~~changes~~decreased ~~described~~need for an effective US ~~above,~~EPA-registered disinfectant as the ~~net~~country ~~loss~~came out of the COVID-19 pandemic. Accordingly, product sales decreased to $8233,~~138~~147 during the year ended December 31,~~287~~ ~~for~~2021 compared to $1,527,465 during the year ended December 31, 2020. However, revenue for equipment leases increased to $894,786 during the year ended December 31, 2021 compared to $16750,~~578,564~~496 ~~for~~during the ~~2019~~ year ended December 31, 2020.

28Total operating expenses decreased to $3,773,257 during the year ended December 31, 2021 compared to $3,921,143 during the year ended December 31, 2020. The decrease during the period was primarily due to a decrease in cost of product, licensing, and equipment leases of $884,456 partially offset by an increase in general and administrative expenses of $719,543.

~~Off~~General and administrative expenses increased to $3,204,922 for the year ended December 31, 2021 compared to $2,485,379 during the year ended December 31, 2020. General and administrative increased due to stock-~~Balance~~based ~~Sheet~~compensation ~~Arrangements~~for consulting services, salaries and wages, and professional and accounting fees.

~~We have not entered into any off-balance~~Depreciation ~~sheet~~and ~~arrangements~~amortization ~~that~~expenses ~~have~~increased ~~or are reasonably likely~~ to ~~have a current or future effect on our financial condition~~$367,534 ~~changes~~during inthe ~~financial condition,~~year ~~revenues~~ended orDecember ~~expenses~~31, ~~results~~2021 ofcompared ~~operations,~~to ~~liquidity~~$348,708 ~~capital~~during ~~expenditures~~the oryear ~~capital~~ended ~~resources and would be considered material~~December to31, ~~investors~~2020.

~~Critical~~Total other ~~Accounting~~income ~~Policies~~was $3,480,699 for the year ended December 31, 2021 compared to other expense of $2,410,816 during the year ended December 31, 2020. The overall change was a primarily due to a gain on change in fair value of derivative liability of $22,861 and a gain on settlement of debt of $3,930,402 during the year ended December 31, 2021 versus a loss on change in fair value of derivative liability of $13,046,832 and a gain settlement of debt of $12,020,966 during the year ended December 31, 2020.

~~Our financial statements and accompanying~~As ~~notes have been prepared in accordance with United States generally accepted accounting principles applied on~~ a ~~consistent~~result ~~basis. The preparation~~ of ~~financial~~the ~~statements~~changes indescribed ~~conformity~~above, ~~with~~net ~~U.S.~~income ~~generally~~was ~~accepted~~$988,619 ~~accounting~~during ~~principles requires management to make estimates and assumptions that affect~~ the ~~reported~~year ~~amounts~~ended ofDecember ~~assets and liabilities~~31, ~~the~~2021 ~~disclosure~~compared ofto ~~contingent~~a ~~assets~~net ~~and~~loss ~~liabilities~~of ~~at the~~$3,812,045 ~~date~~during of the ~~financial~~year ~~statements~~ended ~~and~~December ~~the~~31, ~~reported amounts of revenues and expenses during the reporting periods~~2020.

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

29We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

~~ITEM~~Critical Accounting ~~7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Policies

~~Not~~Our ~~applicable~~financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to ~~smaller~~make ~~reporting~~estimates ~~companies~~and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

~~ITEM~~We regularly 8evaluate the accounting policies and estimates that we use to prepare our financial statements. ~~FINANCIAL~~A ~~STATEMENTS~~complete ~~AND~~summary ~~SUPPLEMENTARY~~of ~~DATA~~these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

~~PCT~~ITEM 7A. ~~LTD~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm	31
Consolidated Balance Sheets	32
Consolidated Statements of Operations	33
Consolidated Statements of Stockholders’ Deficit	34
Consolidated Statements of Cash Flows	35
Notes to the Consolidated Financial Statements	36

Not applicable to smaller reporting companies.

~~REPORT~~ITEM OF8. ~~INDEPENDENT~~FINANCIAL ~~REGISTERED~~STATEMENTS ~~PUBLIC~~AND ~~ACCOUNTING~~SUPPLEMENTARY ~~FIRM~~DATA

~~To the Board of Directors and Shareholders of~~ PCT LTD:

Opinion on the Financial Statements

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID: 3627)	32

Consolidated Balance Sheets	33

Consolidated Statements of Operations	34

Consolidated Statements of Stockholders’ Deficit	35

Consolidated Statements of Cash Flows	36

Notes to the Consolidated Financial Statements	37

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

~~Explanatory Paragraph~~REPORT ~~Regarding~~OF ~~Going~~INDEPENDENT ~~Concern~~REGISTERED PUBLIC ACCOUNTING FIRM

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

~~Basis for~~ Opinion on the Financial Statements

~~These financial~~We ~~statements~~have ~~are~~audited the ~~responsibility~~accompanying consolidated balance sheets of PCT LTD ("the Company's") ~~management.~~as ~~Our~~of ~~responsibility~~December is31, to2021 ~~express~~and an2020, ~~opinion~~the onrelated ~~the~~consolidated ~~Company~~statements of operations, stockholders's ~~financial~~deficit, ~~statements~~and ~~based~~cash onflows ~~our~~for ~~audits.~~each Weof ~~are~~the ayears ~~public~~in ~~accounting~~the ~~firm~~two-year ~~registered~~period ~~with~~ended ~~the~~December ~~Public~~31, ~~Company~~2021 ~~Accounting~~and ~~Oversight~~the ~~Board (United~~related ~~States)~~notes (collectively referred to as the "~~PCAOB~~financial statements"). ~~and~~In ~~are~~our ~~required~~opinion, the financial statements referred to beabove ~~independent~~present ~~with~~fairly, ~~respect~~in toall material respects, the financial position of the Company inas ~~accordance~~of ~~with~~December ~~the~~31, ~~U.S.~~2021 ~~federal securities~~and ~~laws~~2020, and the ~~applicable~~results ~~rules~~of its operations and ~~regulations~~its cash flows for each of the ~~Securities~~years ~~and~~in ~~Exchange~~the ~~Commission~~two-year ~~and~~period ended December 31, 2021, in conformity with accounting principles generally accepted in the United ~~PCAOB~~States of America.

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

~~Our audits~~The ~~included~~accompanying ~~performing~~financial ~~procedures~~statements tohave ~~assess~~been ~~the~~prepared assuming ~~risks~~that ~~of material misstatement of~~ the ~~financial~~Company ~~statements,~~will ~~whether~~continue ~~due~~as toa ~~error or~~going ~~fraud,~~concern. ~~and~~As ~~performing~~discussed ~~procedures~~in ~~that~~Note ~~respond~~2 to ~~those~~the ~~risks.~~financial ~~Such~~statements, ~~procedures~~the ~~included~~Company ~~examining~~has onrecurring losses, anegative ~~test~~cash ~~basis,~~flows ~~evidence~~from ~~regarding the~~operations, ~~amounts~~ and ~~disclosures~~negative inworking ~~the~~capital, ~~financial~~which ~~statements.~~raises ~~Our~~substantial ~~audits~~doubt ~~also~~about ~~included~~its ~~evaluating~~ability ~~the~~to ~~accounting~~continue as ~~principles~~a ~~used~~going ~~and~~concern. ~~significant estimates~~Management's ~~made~~plans byin ~~management,~~regard asto ~~well~~these asmatters ~~evaluating~~are ~~the~~also ~~overall~~described ~~presentation~~in ofNote ~~the~~2. The financial statements. Wedo ~~believe~~not include any adjustments that ~~our~~might ~~audits provide~~result afrom ~~reasonable~~the ~~basis~~outcome ~~for~~of ~~our~~this ~~opinion~~uncertainty.

~~Critical Audit~~Basis ~~Matters~~for Opinion

~~The critical~~These ~~audit~~financial ~~matters~~statements ~~communicated below~~ are ~~matters arising from~~ the ~~current~~responsibility ~~period audit~~ of the ~~financial~~Company's ~~statements~~management. ~~that~~Our ~~were~~responsibility ~~communicated or~~is ~~required~~ to beexpress ~~communicated~~an toopinion on the ~~audit~~Company's ~~committee~~financial ~~and~~statements ~~that:~~based ~~(1)~~on ~~related~~our toaudits. ~~accounts~~We orare a ~~disclosures~~public ~~that~~accounting ~~are~~firm ~~material~~registered towith the ~~financial statements~~Public ~~and~~Company ~~(2)~~Accounting ~~involved~~Oversight ~~our~~Board ~~especially~~(United ~~challenging,~~States) ~~subjective,~~("PCAOB") orand ~~complex~~are ~~judgements.~~required to ~~The~~be ~~communication~~independent ofwith ~~critical~~respect ~~audit~~to ~~matters does~~the ~~not~~Company ~~alter~~ in ~~any~~accordance ~~way~~with ~~our opinion on~~ the ~~financial~~U.S. ~~statements,~~federal ~~taken~~securities aslaws ~~a whole,~~ and wethe ~~are~~applicable ~~not,~~rules byand ~~communicating the critical matters~~regulations ~~below,~~of ~~providing separate opinions on~~ the ~~critical~~Securities ~~audit~~and ~~matters~~Exchange orCommission onand the ~~accounts or disclosures to which they relate~~PCAOB.

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

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

~~As described~~Critical ~~further~~Audit in Notes 6, 7, and 10 of the financial statements, during the year ended December 31, 2020 and in prior periods, the Company issued convertible notes and warrants that required management to assess whether the conversion features of the convertible notes required bifurcation and separate valuation as a derivative liability and whether the warrants required accounting as derivative liabilities. The Company determined that the conversion features of certain of its convertible notes and certain warrants issued in financing arrangements required to be accounted for as derivative liabilities due to: (1) the inclusion of ratchet provisions in some of the instruments; (2) the inclusion embedded put options within the fundamental transaction clause of certain warrants; and in some cases the Company could not assert it had sufficient authorized but unissued shares available to settle instruments considering all other stock-based commitments. The derivative liabilities were recorded at fair value when issued and subsequently re-measured to fair value upon settlement or at the end of each reporting period. The Company utilized a binomial option pricing model to determine the fair value of the derivative liabilities, which uses certain assumptions related to exercise price, term, expected volatility, and risk-free interest rate.Matters

WeThe critical audit matters communicated below are matters ~~identified~~arising ~~auditing~~from the ~~determination~~current ~~and~~period ~~valuation~~audit of the ~~derivative~~financial ~~liabilities~~statements asthat awere ~~critical~~communicated ~~audit~~or ~~matter~~required ~~due~~to be communicated to the ~~significant~~audit ~~judgements~~committee ~~used~~and bythat: ~~the~~(1) ~~Company~~related into ~~determining~~accounts ~~whether~~or ~~the~~disclosures ~~embedded~~that ~~conversion~~are ~~features~~material ~~and~~to ~~warrants~~the ~~required~~financial ~~derivative~~statements ~~accounting~~and ~~treatment~~(2) ~~and~~involved our especially challenging, ~~the~~subjective, ~~significant~~or complex judgements. ~~used~~The communication of critical audit matters does not alter in ~~determining~~any ~~the~~way ~~fair~~our ~~value~~opinion ofon the ~~derivative~~financial statements, ~~liabilities.~~taken ~~Auditing~~as ~~the~~a ~~determination~~whole, and ~~valuation of~~we are not, by communicating the ~~derivative~~critical ~~liabilities~~matters ~~involved~~below, aproviding ~~high~~separate ~~degree~~opinions ofon ~~auditor~~the ~~judgement,~~critical audit ~~and~~matters ~~specialized~~or ~~skills~~on ~~and~~the ~~knowledge~~accounts ~~were~~or ~~needed~~disclosures to which they relate.

~~How the~~Determination ~~Critical~~and ~~Audit~~Valuation ~~Matter~~of ~~Was~~Derivative ~~Addressed in the Audit~~Liabilities

~~Our audit~~Critical ~~procedures~~Audit ~~included~~Matter ~~the following, among others:~~Description

•As Wedescribed ~~inspected~~further in Notes 6, 7, and 10 ~~reviewed~~of ~~debt~~the ~~agreements~~financial statements, ~~warrant~~during ~~agreements~~the year ended December 31, ~~conversion~~2021 ~~notices~~and in prior periods, the Company issued convertible notes and warrants ~~settlement~~that ~~agreements~~required management to ~~evaluate~~assess whether the ~~Company's~~conversion ~~determination~~features of ~~whether~~the convertible notes required bifurcation and separate valuation as a derivative liability, and whether the warrants required accounting ~~was~~treatment as derivative liabilities. The Company determined that the conversion features of certain of its convertible notes and certain warrants issued in financing arrangements required, ~~including~~to ~~assessing~~be accounted for as derivative liabilities due to: (1) the inclusion of embedded put options within the fundamental transaction clause of certain warrants; and ~~evaluating~~(2) ~~management's~~certain ~~application~~instruments containing variable conversion rates with no explicit limit on the number of ~~relevant~~shares ~~accounting~~that may ~~standards~~be required to ~~such~~be ~~transactions~~issued; and (3) in some cases the Company could not assert it had sufficient authorized but unissued shares available to settle instruments considering all other stock-based commitments. The derivative liabilities were recorded at fair value when issued and subsequently re-measured to fair value upon settlement or at the end of each reporting period. The Company utilized a binomial option pricing model to determine the fair value of the derivative liabilities, which uses certain assumptions related to exercise price, term, expected volatility, and risk-free interest rate.

• We ~~tested~~identified auditing the ~~reasonableness~~determination and valuation of the ~~assumptions~~derivative liabilities as a critical audit matter due to the significant judgements used by the Company in determining whether the ~~binomial~~embedded ~~option~~conversion ~~model,~~features ~~including~~and ~~exercise~~warrants ~~price,~~required ~~expected~~derivative ~~term,~~accounting ~~expected~~treatment ~~volatility~~and the significant judgements used in determining the fair value of the derivative liabilities. Auditing the determination and valuation of the derivative liabilities involved a high degree of auditor judgement, and ~~risk-free~~specialized ~~interest~~skills ~~rate~~and knowledge were needed.

•How ~~We tested~~ the ~~accuracy~~Critical ~~and~~Audit ~~completeness~~Matter ofWas ~~data used by the Company~~ Addressed in ~~developing~~ the ~~assumptions used in the binomial option model.~~Audit

•Our Weaudit ~~developed~~procedures ~~an independent expectation for comparison to~~ included the ~~Company's estimate~~following, ~~which~~among ~~included developing our own binomial option model and assumptions.~~others:

•· We ~~evaluated~~inspected ~~the accuracy~~ and ~~completeness~~reviewed ofdebt ~~the~~agreements, ~~Company's~~warrant ~~presentation~~agreements, ofconversion ~~these~~notices, ~~instruments~~and insettlement ~~the~~agreements ~~financial~~to ~~statements~~evaluate ~~and~~the ~~related~~Company's ~~disclosures~~determination inof ~~Notes~~whether 6,derivative 7,accounting ~~and~~was 10required, including ~~evaluating~~assessing ~~whether~~and ~~such~~evaluating ~~disclosures~~management's ~~were~~application inof ~~accordance with~~ relevant accounting standards to such transactions.

~~Professionals with~~· ~~specialized~~We ~~skill~~tested ~~and~~the ~~knowledge~~reasonableness ~~were~~of ~~utilized~~the assumptions used by the ~~Firm~~Company ~~to assist~~ in the ~~evaluation~~binomial ofoption ~~the~~model, ~~Company~~including ~~estimate~~exercise ofprice, ~~fair~~expected ~~value~~term, ~~and the~~expected ~~development~~volatility, ofand ~~our~~risk-free ~~own~~interest ~~independent expectation~~rate.

~~/s/ Sadler,~~· ~~Gibb~~We &tested ~~Associates,~~the ~~LLC~~accuracy and completeness of data used by the Company in developing the assumptions used in the binomial option model.

· We ~~have~~developed ~~served as~~an independent expectation for comparison to the Company's ~~auditor~~estimate, ~~since~~which ~~2015~~included developing our own binomial option model and assumptions.

~~Draper~~· We evaluated the accuracy and completeness of the Company's presentation of these instruments in the financial statements and related disclosures in Notes 6, UT7, and 10, including evaluating whether such disclosures were in accordance with relevant accounting standards.

~~April~~Professionals ~~13,~~with ~~2021~~ specialized skill and knowledge were utilized by the Firm to assist in the evaluation of the Company estimate of fair value and the development of our own independent expectation.

31/s/ Sadler, Gibb & Associates, LLC

~~PCT~~We ~~LTD~~have served as the Company's auditor since 2015.

~~Consolidated~~Draper, ~~Balance Sheets~~ UT

	December 31, 2020			December 31, 2019
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	115,196		$	67,613
Accounts receivable, net		349,526			111,915
Inventory		6,188			—
Prepaid expenses		274,736			43,100
Other current assets		2,110			2,110
Total current assets		747,756			224,738
PROPERTY AND EQUIPMENT, net		358,719			440,109
OTHER ASSETS
Intangible assets, net		3,400,024			3,704,429
Operating lease right-of-use asset		118,385			—
Deposits		9,726			5,499
Total other assets		3,528,135			3,709,928
TOTAL ASSETS	$	4,634,610		$	4,374,775
LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	272,978		$	315,228
Accrued expenses – related parties		139,280			84,538
Accrued expenses		622,040			890,104
Deferred revenue		1,075			—
Operating lease liability		34,965			—
Current portion of notes payable – related parties, net		789,214			826,957
Current portion of notes payable, net		384,380			468,153
Current portion of convertible notes payable, net		1,554,503			1,187,633
Derivative liability		11,429,043			10,517,873
Total current liabilities		15,227,478			14,290,486
LONG-TERM LIABILITIES
Convertible notes payable, net of current portion and discounts		53,500			—
Operating lease liability, net of current portion		83,420			—
TOTAL LIABILITIES		15,364,398			14,290,486
MEZZANINE EQUITY
Preferred stock series A, $0.001 par value; 1,000,000 authorized; 500,000 issued and outstanding at December 31, 2020 and 2019, respectively		60,398			60,398
Preferred stock series B, $0.001 par value; 1,000,000 authorized; 1,000,000 issued and outstanding at December 31, 2020 and 2019, respectively		158,247			158,247
Preferred stock series C, $0.001 par value; 5,500,000 authorized; 40,000 and Nil issued and outstanding at December 31, 2020 and 2019, respectively		40,000			—
TOTAL MEZZANINE EQUITY		258,645			218,645
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; 1,000,000,000 authorized; 722,487,846 and 498,880,300 issued and outstanding at December 31, 2020 and 2019, respectively		722,488			498,881
Additional paid-in-capital		23,202,933			15,872,330
Accumulated deficit		(34,913,854	)		(26,505,567	)
TOTAL STOCKHOLDERS’ DEFICIT		(10,988,433	)		(10,134,356	)
TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' DEFICIT	$	4,634,610		$	4,374,775

March 31, 2022

~~The accompanying notes are an integral part of these consolidated financial statements.~~32

32PCT LTD

~~PCT~~Consolidated Balance ~~LTD~~Sheets

Consolidated Statements of Operations

	December 31, 2021			December 31, 2020

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	116,497		$	115,196
Accounts receivable, net		96,022			349,526
Inventory		36,954			6,188
Prepaid expenses		53,090			274,736
Other current assets		8,200			2,110
Total current assets		310,763			747,756

PROPERTY AND EQUIPMENT, net		762,054			358,719

OTHER ASSETS
Intangible assets, net		3,098,021			3,400,024
Operating lease right-of-use asset		83,420			118,385
Deposits		—			9,726
Total other assets		3,181,441			3,528,135

TOTAL ASSETS	$	4,254,258		$	4,634,610

LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	72,873		$	272,978
Accrued expenses – related parties		226,844			139,280
Accrued expenses		691,364			622,040
Deferred revenue		—			1,075
Operating lease liability		42,012			34,965
Current portion of notes payable – related parties, net		85,850			789,214
Current portion of notes payable, net		133,144			384,380
Current portion of convertible notes payable, net		480,808			1,554,503
Derivative liability		3,044,034			7,102,801
Total current liabilities		4,776,929			10,901,236

LONG-TERM LIABILITIES
Convertible notes payable, net of current portion and discounts		1,465,300			53,500
Operating lease liability, net of current portion		41,408			83,420
TOTAL LIABILITIES		6,283,637			11,038,156

MEZZANINE EQUITY
Preferred stock series A, $0.001 par value; 1,000,000 authorized; 500,000 issued and outstanding at December 31, 2021 and 2020, respectively		60,398			60,398
Preferred stock series B, $0.001 par value; 1,000,000 authorized; 1,000,000 issued and outstanding at December 31, 2021 and 2020, respectively		158,247			158,247
Preferred stock series C, $0.001 par value; 1,500,000 (December 31, 2020 - 5,500,000) authorized; 1,500,000 and 40,000 issued and outstanding at December 31, 2021 and 2020, respectively		2,250,000			40,000
TOTAL MEZZANINE EQUITY		2,468,645			258,645
STOCKHOLDERS’ DEFICIT
Common stock, $0.001 par value; 1,000,000,000 authorized; 790,924,690 and 722,487,846 issued and outstanding at December 31, 2021 and 2020, respectively		790,924			722,488
Additional paid-in-capital		24,310,045			23,202,933
Accumulated deficit		(29,598,993	)		(30,587,612	)
TOTAL STOCKHOLDERS’ DEFICIT		(4,498,024	)		(6,662,191	)

TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' DEFICIT	$	4,254,258		$	4,634,610

	For the year ended December 31,
	2020			2019
REVENUES
Product	$	1,527,465		$	301,162
Licensing		241,953			111,000
Equipment leases		750,496			296,243
Total revenues		2,519,914			708,405
OPERATING EXPENSES
General and administrative		2,485,379			1,922,941
Research and development		40,429			6,149
Costs of product, licensing, and equipment leases		1,046,627			123,223
Depreciation and amortization		348,708			338,028
Total operating expenses		3,921,143			2,390,341
Loss from operations		(1,401,229	)		(1,681,936	)
OTHER INCOME (EXPENSE)
Interest expense		(1,384,950	)		(2,041,695	)
Loss on change in fair value of derivative liability		(5,424,692	)		(12,912,201	)
Gain on change in fair value of preferred series A stock liability		—			72,473
Gain on sale of intangible assets		—			52,498
Gain (loss) on settlement of debt		72,584			(67,703	)
Total other income (expense)		(6,737,058	)		(14,896,628	)
Loss before income taxes		(8,138,287	)		(16,578,564	)
Income taxes		—			—
NET LOSS	$	(8,138,287	)	$	(16,578,564	)
Preferred series C stock deemed dividends		(270,000	)		—
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS’	$	(8,408,287	)	$	(16,578,564	)
Basic and diluted net loss per share	$	(0.01	)	$	(0.09	)
Basic and diluted weighted average shares outstanding		609,029,869			189,765,526

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

~~The accompanying notes are an integral part of these consolidated financial statements.~~33

33PCT LTD

~~PCT~~Consolidated Statements ~~LTD~~of Operations

Consolidated Statements of Stockholders’ Deficit


	For the years ended December 31,
	2021			2020

REVENUES
Product	$	233,147		$	1,527,465
Licensing		153,244			241,953
Equipment leases		894,786			750,496
Total revenues		1,281,177			2,519,914

OPERATING EXPENSES
General and administrative		3,204,922			2,485,379
Research and development		38,630			40,429
Costs of product, licensing, and equipment leases		162,171			1,046,627
Depreciation and amortization		367,534			348,708
Total operating expenses		3,773,257			3,921,143

Loss from operations		(2,492,080	)		(1,401,229	)

OTHER INCOME (EXPENSE)
Interest expense		(472,775	)		(1,384,950	)
Gain (loss) on change in fair value of derivative liability		22,861			(13,046,832	)
Gain on settlement of debt		3,930,401			12,020,966
Other income		212			—
Total other income (expense)		3,480,699			(2,410,816	)

Income (loss) before income taxes		988,619			(3,812,045	)

Income taxes		—			—

NET INCOME (LOSS)	$	988,619		$	(3,812,045	)
Preferred series C stock deemed dividends		—			(270,000	)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS’	$	988,619		$	(4,082,045	)

Basic income (loss) per share	$	0.00		$	(0.01	)
Diluted income (loss) per share	$	(0.00	)	$	(0.01	)

Basic weighted average shares outstanding		765,752,715			609,029,869
Diluted weighted average shares outstanding		821,476,062			609,029,869

~~For~~The accompanying ~~the~~notes ~~years~~are ~~ended~~an ~~December~~integral ~~31,~~part ~~2020~~of ~~and~~these ~~2019~~consolidated financial statements

	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance – December 31, 2018		44,559,238	$	44,560	$	11,588,030	$	(9,927,003	)	$	1,705,587
Common stock issued for services		13,575,000		13,575		213,353		—			226,928
Common stock issued in settlement of debt		5,383,810		5,384		800,012		—			805,396
Common stock issued in cashless exercise of warrants		24,928,288		24,928		258,678		—			283,606
Common stock issued in conversion of convertible notes payable		410,433,964		410,434		3,012,257		—			3,422,691
Net loss		—		—		—		(16,578,564	)		(16,578,564	)
Balance – December 31, 2019		498,880,300	$	498,881	$	15,872,330	$	(26,505,567	)	$	(10,134,356	)
Common stock issued for services		30,525,000		30,525		645,594		—			676,119
Common stock issued from subscriptions		9,800,000		9,800		220,700		—			230,500
Common stock issued in settlement of debt		30,250,000		30,250		1,128,475					1,158,725
Common stock issued in conversion of convertible notes payable		98,786,360		98,786		897,382		—			996,168
Common stock issued in cashless exercise of warrants		9,246,186		9,246		420,702		—			429,948
Common stock issued in conversion of series C preferred stock		45,000,000		45,000		449,000		—			494,000
Deemed dividend from beneficial conversion feature on series C preferred stock		—		—		270,000		(270,000	)		—
Deemed premium from conversion feature on note payable		—		—		3,298,750		—			3,298,750
Net loss		—		—		—		(8,138,287	)		(8,138,287	)
Balance – December 31, 2020		722,487,846	$	722,488	$	23,202,933	$	(34,913,854	)	$	(10,988,433	)

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

34Consolidated Statements of Stockholders’ Deficit

~~PCT~~For the ~~LTD~~years ended December 31, 2021 and 2020

Consolidated Statements of Cash Flows


	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Deficit

Balance – December 31, 2019		498,880,300	$	498,881	$	15,872,330	$	(26,505,567	)	$	(10,134,356	)
Common stock issued for services		30,525,000		30,525		645,594		—			676,119
Common stock issued from subscriptions		9,800,000		9,800		220,700		—			230,500
Common stock issued in settlement of debt		30,250,000		30,250		1,128,475					1,158,725
Common stock issued in conversion of convertible notes payable		98,786,360		98,786		897,382		—			996,168
Common stock issued in cashless exercise of warrants		9,246,186		9,246		420,702		—			429,948
Common stock issued in conversion of series C preferred stock		45,000,000		45,000		449,000		—			494,000
Deemed dividend from beneficial conversion feature on series C preferred stock		—		—		270,000		(270,000	)		—
Deemed premium from conversion feature on note payable		—		—		3,298,750		—			3,298,750
Net loss		—		—		—		(3,812,045	)		(3,812,045	)
Balance – December 31, 2020		722,487,846	$	722,488	$	23,202,933	$	(30,587,612	)	$	(6,662,191	)
Common stock issued for cash		3,750,000		3,750		71,250		—			75,000
Common stock issued for services		3,750,000		3,750		100,525		—			104,275
Common stock issued in cashless exercise of warrants		4,470,336		4,470		30,124		—			34,594
Common stock issued in settlement of debt, related party		4,466,508		4,466		648,844		—			653,310
Common stock issued in conversion of convertible notes payable		48,000,000		48,000		116,000		—			164,000
Common stock issued in conversion of series C preferred stock		4,000,000		4,000		36,000		—			40,000
Stock-based compensation		—		—		104,369		—			104,369
Net income		—		—		—		988,619			988,619
Balance – December 31, 2021		790,924,690		790,924		24,310,045		(29,598,993	)		(4,498,024	)

	For the year ended December 31,
	2020			2019
Cash Flows from Operating Activities:
Net loss	$	(8,138,287	)	$	(16,578,564	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		348,708			338,028
Amortization of debt discounts		436,352			752,231
Amortization of operating lease right-of-use asset		5,229			43,330
Loss on disposal of property and equipment		173,551			—
Bad debt expense		45,575			16,250
Common stock issued for services		676,119			226,928
Loss on change in fair value of derivative liability		5,424,692			12,912,201
Gain on change in fair value of preferred series A stock liability		—			(72,473	)
Series B preferred stock issued for services		—			158,247
(Gain) loss on settlement of debt		(72,584	)		67,703
Gain on sale of intangible assets		—			(52,498
Default penalties on convertible notes		28,762			660,485
Changes in operating assets and liabilities:
Accounts receivable		(283,186	)		(161,385	)
Inventory		20,481			26,510
Prepaid expenses and deposits		243,863			175,394
Operating lease liability		(5,229	)		(43,330	)
Deferred revenue		1,075			—
Accounts payable		(42,250	)		22,148
Accrued expenses – related party		54,742			30,505
Accrued expenses		739,449			678,873
Net cash used in operating activities		(830,664	)		(799,417	)
Cash Flows from Investing Activities:
Proceeds from sale of intangible assets		—			111,323
Purchases of property and equipment		(163,133	)		(2,516	)
Purchase of intangible assets		—			(5,000	)
Net cash (used in) provided by investing activities		(163,133	)		103,807
Cash Flows from Financing Activities:
Proceeds from notes payable – related parties		3,500			17,544
Proceeds from notes payable		695,470			374,300
Proceeds from convertible notes payable		1,463,000			577,750
Proceeds from series C preferred stock subscriptions		270,000			—
Proceeds from common stock subscriptions		230,500			—
Repayments of notes payable – related parties		(41,286	)		(30,544	)
Repayments of notes payable		(716,897	)		(89,720	)
Repayments of convertible notes payable		(862,907	)		(91,000	)
Net cash provided by financing activities		1,041,380			758,330
Net Change in Cash		47,583			62,720
Cash and cash equivalents at beginning of period		67,613			4,893
Cash and cash equivalents at end of period	$	115,196		$	67,613
Supplemental Cash Flow Information:
Cash paid for interest	$	219,194		$	41,013
Cash paid for income taxes	$	—		$	—
Non-Cash Investing and Financing Activities:
Original debt discounts against notes payable	$	223,942		$	86,016
Original debt discounts against convertible notes	$	201,388		$	616,125
Deemed dividend from beneficial conversion feature on preferred series C stock	$	270,000		$	—
Modification of notes payable	$	—		$	20,590
Common stock issued in cashless exercise of warrants	$	429,948		$	283,606
Common stock issued in conversion of convertible notes payable	$	996,168		$	3,422,691
Accounts receivable netted against notes payable	$	—		$	28,090
Initial operating lease right-of-use asset and liability	$	123,614		$	43,330
Preferred series A stock reclassification from liability to mezzanine equity	$	—		$	60,398
Extinguishment of notes payable	$	—		$	216,410
Common stock issued in conversion of preferred series C stock	$	494,000		$	—
Property and equipment transferred to inventory	$	26,669		$	19,405

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

~~The accompanying notes are an integral part of these consolidated financial statements.~~35

35PCT LTD

~~PCT~~Consolidated Statements ~~LTD~~of Cash Flows

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


	For the years ended December 31,
	2021			2020

Cash Flows from Operating Activities:
Net income (loss)	$	988,619		$	(3,812,045	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		367,534			348,708
Amortization of debt discounts		249,171			436,352
Amortization of operating lease right-of-use asset		48,534			5,229
Loss on disposal of property and equipment		—			173,551
Bad debt expense		—			45,575
Common stock issued for services		521,101			676,119
(Gain) loss on change in fair value of derivative liability		(22,861	)		13,046,832
(Gain) loss on settlement of debt		(3,930,401	)		(12,020,966	)
Stock-based compensation		104,369			—
Default penalties on convertible notes		26,227			28,762
Changes in operating assets and liabilities:
Accounts receivable		210,118			(283,186	)
Inventory		(30,766	)		20,481
Prepaid expenses and deposits		(52,151	)		(243,863	)
Other Assets		(6,090	)		—
Deposits		9,726			—
Operating lease liability		(48,534	)		(5,229	)
Deferred revenue		(1,075	)		1,075
Accounts payable		(200,105	)		(42,250	)
Accrued expenses – related party		16,663			54,742
Accrued expenses		241,281			739,449
Net cash used in operating activities		(1,508,640	)		(830,664	)

Cash Flows from Investing Activities:
Purchase of property and equipment		(468,866	)		(163,133	)
Net cash used in investing activities		(468,866	)		(163,133	)

Cash Flows from Financing Activities:
Proceeds from notes payable – related parties		—			3,500
Proceeds from notes payable		419,575			695,470
Proceeds from convertible notes payable		1,121,250			1,463,000
Proceeds from series C preferred stock subscriptions		—			270,000
Proceeds from the sale of series C preferred stock		2,250,000			—
Proceeds from common stock subscriptions		75,000			230,500
Repayments of notes payable – related parties		(78,798	)		(41,286	)
Repayments of notes payable		(904,341	)		(716,897	)
Repayments of convertible notes payable		(903,879	)		(862,907	)
Net cash provided by financing activities		1,978,807			1,041,380

Net change in cash		1,301			47,583
Cash and cash equivalents at beginning of year		115,196			67,613
Cash and cash equivalents at end of year	$	116,497		$	115,196

Supplemental Cash Flow Information:
Cash paid for interest	$	75,251		$	219,194
Cash paid for income taxes	$	—		$	—

Non-Cash Investing and Financing Activities:
Original debt discounts against notes payable	$	174,435		$	223,942
Original debt discounts against convertible notes	$	34,412		$	201,388
Deemed dividend from beneficial conversion feature on preferred series C stock	$	—		$	270,000
Common stock issued in cashless exercise of warrants	$	—		$	429,948
Common stock issued in conversion of convertible notes payable	$	158,594		$	996,168
Common stock issued in conversion of notes payable	$	40,000		$	—
Common stock issued to settle notes payable – related parties	$	653,310		$	—
Initial operating lease right-of-use asset and liability	$	—		$	123,614
Common stock issued in conversion of preferred series C stock	$	40,000		$	494,000
Property and equipment transferred to inventory	$	—		$	26,669
Right of use assets and liabilities	$	52,599		$	—
Settlement of debt with accounts receivable form related party	$	43,386		$	—

~~DECEMBER~~The accompanying ~~31,~~notes ~~2020~~are ~~AND~~an ~~2019~~integral part of these consolidated financial statements

~~NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~36

~~Nature of Operations~~PCT LTD

~~PCT LTD (formerly Bingham Canyon Corporation,~~NOTES ~~(the~~TO ~~“Company,”~~THE ~~“PCT~~CONSOLIDATED ~~LTD,”~~FINANCIAL or “Bingham”), a Delaware corporation, was formed on February 27, 1986. The Company changed its domicile to Nevada on August 26, 1998. The Company acquires, develops and provides sustainable, environmentally safe disinfecting, cleaning and tracking technologies. The Company specializes in providing cleaning, sanitizing and disinfectant fluid solutions and fluid-generating equipment that creates environmentally safe solutions for global sustainability.STATEMENTS

~~On August~~ DECEMBER 31, ~~2016,~~2021 ~~the Company~~AND entered into a Securities Exchange Agreement with Paradigm Convergence Technologies Corporation (“Paradigm,” or “PCT Corp.”) to effect 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.2020

~~Paradigm is located in Little River, SC and~~NOTE ~~was formed June 6, 2012 under the name of EUR-ECA, Ltd~~1. OnBASIS ~~September~~OF ~~11,~~PRESENTATION ~~2015,~~AND ~~its~~SUMMARY ~~Board~~OF ofSIGNIFICANT ~~Directors~~ACCOUNTING 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.POLICIES

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

~~Principles~~PCT LTD., of(the ~~Consolidation~~“Company” or “PCT LTD”), a Delaware corporation, was formed on February 27, 1986. The Company changed its domicile to Nevada on August 26, 1998. The Company acquires, develops and provides sustainable, environmentally safe disinfecting, cleaning and tracking technologies. The Company specializes in providing cleaning, sanitizing and disinfectant fluid solutions and fluid-generating equipment that creates environmentally safe solutions for global sustainability.

~~The~~On August ~~accompanying~~31, ~~consolidated~~2016, ~~financial~~the ~~statements include~~Company ~~the~~entered ~~accounts~~into ofa ~~PCT~~Securities ~~LTD~~Exchange Agreement with Paradigm Convergence Technologies Corporation (“~~Parent~~Paradigm,” or “PCT Corp.”) ~~and~~to ~~its~~effect ~~wholly~~the acquisition of Paradigm as a wholly-owned subsidiary,. Paradigm ~~Convergence~~is ~~Technologies~~located ~~Corporation~~in Little River, (“SC, was formed June 6, 2012, and is a technology licensing company specializing in environmentally safe solutions for global sustainability. Paradigm” holds a patent, intellectual property and/or ~~“Subsidiary”)~~distribution rights to innovative products and technologies. ~~All~~Paradigm ~~intercompany~~provides innovative ~~accounts~~products ~~have~~and ~~been~~technologies ~~eliminated~~for ~~upon~~eliminating ~~consolidation~~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.

~~Use~~Effective on ofFebruary ~~Estimates~~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 complementary relationship and association with its wholly-owned operating company, Paradigm.

~~The~~On ~~preparation~~July of11, ~~the~~2021, ~~consolidated financial statements requires management to make estimates and assumptions that affect~~ the ~~reported~~Company ~~amounts~~incorporated oftwo ~~assets and liabilities and the disclosure~~wholly-owned ofsubsidiaries, ~~contingencies~~Disruptive atOil ~~the date of the financial statements as well as the reported amounts of revenues~~ and ~~expenses~~Gas ~~during~~Technologies ~~the reporting periods~~Corp. ~~Estimates~~(“Disruptive”) ~~are based on historical experience~~ and onTechnologies ~~various~~Development ~~other~~Corp., ~~market-specific~~both ~~and~~in ~~other~~the ~~relevant assumptions that are believed~~State toof beNevada. ~~reasonable~~On ~~under~~October ~~the~~20, ~~circumstances~~2021, the ~~results~~Company ofsold ~~which~~a ~~form~~53.25% ~~the~~interest ~~basis~~in ~~for~~Disruptive ~~making~~in ~~judgments~~consideration ~~about~~for the ~~carrying~~assignment ~~values~~ of ~~assets~~certain patents ~~and~~to ~~liabilities~~Disruptive ~~that~~and ~~are~~realized ~~not~~no ~~readily~~gain ~~apparent~~or ~~from~~loss ~~other~~on ~~sources.~~the ~~Actual results could differ materially from those estimates~~sale.

~~Cash and Cash Equivalents~~COVID-19

~~Cash~~In December ~~and~~2019 ~~cash~~COVID-19 ~~equivalents~~emerged ~~are~~in ~~considered~~Wuhan, ~~to be~~China. ~~cash~~While initially the outbreak was largely concentrated in China and ~~highly~~caused ~~liquid~~significant disruptions ~~securities~~to ~~with~~its ~~original~~economy, ~~maturities~~it ofhas ~~three~~now ~~months~~spread orto ~~less.~~almost ~~The~~all ~~cash~~other ofcountries, ~~$115~~including the United States,~~196~~ and ~~$67,613~~infections ashave ofbeen ~~December~~reported ~~31,~~globally. ~~2020~~Because ~~and~~COVID-19 ~~December~~infections ~~31,~~have ~~2019~~been reported throughout the United States, ~~respectively~~certain federal, ~~represents~~state ~~cash~~and onlocal ~~deposit~~governmental authorities inhave ~~various~~issued ~~bank~~stay-at-home ~~accounts.~~orders, ~~There~~proclamations ~~were~~and/or nodirectives ~~cash~~aimed ~~equivalents~~at asminimizing the spread of ~~December~~ 31COVID-19. Additional, more ~~2020~~restrictive proclamations and/or ~~December~~directives ~~31,~~may ~~2019~~be issued in the future.

36The ultimate impact of the COVID-19 pandemic on the Company's operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak. Any resulting financial impact cannot be reasonably estimated at this time but may have a material impact on our business, financial condition and results of operations. The significance of the impact of the COVID-19 outbreak on the Company's businesses and the duration for which it may have an impact cannot be determined at this time. At a minimum, the COVID-19 pandemic caused the Company to restrict travel of its personnel and to initiate distributor installations of certain of the Company's equipment, as possible. The Company adapted to the immediate need for its US EPA registered disinfectant at the end of March and beginning of April, 2020, by installing greater storage reserves and by assembling more of it higher-volume equipment to produce the hospital grade disinfectant known as Hydrolyte®. There were hard costs associated with these adaptations to the Little River, SC facility, but the Company continues to benefit from its fluid production capacities over the longer term. As the Federal, state and other restrictions associated with the pandemic have lessened, the Company is able to act more effectively in obtaining new contracts for its healthcare equipment, the Annihilyzer® and other equipment.

~~Fair Value Measurements~~37

~~The Company follows ASC 820, “Fair~~Principles Value Measurements and Disclosures”, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is used to measure fair value: Consolidation

•The ~~Level~~accompanying 1consolidated financial statements include the accounts of PCT LTD (“Parent”) and its two wholly-owned ~~Valuations~~subsidiaries, ~~for~~Paradigm ~~assets~~Convergence Technologies Corporation and ~~liabilities~~Technologies ~~traded~~Development inCorp. ~~active~~All ~~markets~~intercompany ~~from~~accounts ~~readily~~have ~~available~~been ~~pricing~~eliminated ~~sources~~upon ~~such~~consolidation. asAt ~~quoted~~December ~~prices~~31, 2021, the Company owns a 46.25% interest in ~~active~~Disruptive ~~markets~~Oil ~~for~~and ~~identical~~Gas Technologies Corp., which had no material assets, liabilities or ~~liabilities~~operations.

•Use of 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.Estimates

•The preparation ~~Level~~of 3the -consolidated ~~Unobservable~~financial ~~inputs~~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 ~~supported~~based byon ~~little~~historical orexperience noand ~~market~~on ~~activity~~various other market-specific and other relevant assumptions that are ~~significant~~believed to ~~determining~~be reasonable under the ~~fair~~circumstances, ~~value~~the results of which form the basis for making judgments about the carrying values of assets orand liabilities, ~~including~~that ~~pricing~~are ~~models,~~not ~~discounted~~readily ~~cashflow~~apparent ~~methodologies~~from ~~and~~other ~~similar~~sources. ~~techniques~~Actual results could differ materially from those estimates.

~~The carrying values of our~~Cash ~~financial instruments, including cash~~ and ~~cash~~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.~~Equivalents

~~Derivative~~Cash and ~~liabilities~~cash equivalents are ~~determined~~ ~~based~~considered onto ~~“Level~~be 3”cash ~~inputs,~~and ~~which~~highly ~~are~~liquid ~~significant~~securities ~~and~~with ~~unobservable~~original ~~and~~maturities ~~have~~of ~~the~~three ~~lowest~~months ~~priority~~or less. The ~~recorded values~~cash of ~~all~~$116,497 ~~other~~and ~~financial~~$115,196 ~~instruments~~as ~~approximate~~of ~~their~~December ~~current~~31, ~~fair~~2021 ~~values~~and ~~because~~December of31, ~~their~~2020, ~~nature~~respectively, ~~and~~represents ~~respective~~cash ~~relatively~~on ~~short~~deposit ~~maturity~~in various bank accounts. ~~dates~~There orwere ~~durations~~no cash equivalents as of December 31, 2021 and December 31, 2020.

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

	Total fair value at December 31, 2020 $		Quoted prices in active markets (Level 1) $		Significant other observable inputs (Level 2) $		Significant unobservable inputs (Level 3) $
Description:
Derivative liability (1)		11,429,043		—		—		11,429,043
Total		11,429,043		—		—		11,429,043

The Company follows ASC 820, “Fair Value Measurements and Disclosures”, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is used to measure fair value:

~~Our~~• ~~financial~~Level 1 - Valuations for assets and liabilities ~~carried~~traded atin ~~fair~~active ~~value~~markets ~~measured~~from onreadily aavailable ~~recurring~~pricing ~~basis~~sources such as ofquoted ~~December~~prices ~~31,~~in ~~2019,~~active ~~consisted~~markets offor ~~the~~identical ~~following:~~assets or liabilities.

	Total fair value at December 31, 2019 $		Quoted prices in active markets (Level 1) $		Significant other observable inputs (Level 2) $		Significant unobservable inputs (Level 3) $
Description:
Derivative liability (1)		10,517,873		—		—		10,517,873
Total		10,517,873		—		—		10,517,873

•

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.

~~(1)~~• ~~The~~Level ~~Company~~3 ~~has~~- ~~estimated~~ Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of ~~these~~the assets or liabilities, ~~using~~including ~~the~~pricing ~~Binomial~~models, ~~Model~~discounted cashflow methodologies and similar techniques.

37The carrying values of our financial instruments, including cash and cash equivalents, accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short maturities of these financial instruments.

Derivative liabilities ~~Liabilities~~are determined based on “Level 3” inputs, which are significant and unobservable and have the lowest priority. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

The Company accounts for derivative instruments in accordance with ASC Topic 815, “Derivatives and Hedging” and all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads, relying first on observable data from active markets. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above. As of December 31, 2020, and December 31, 2019, the Company had a $11,429,043 and $10,517,873 derivative liability, respectively.38

~~Fair value estimates are~~Our ~~made~~financial atassets ~~a specific point in time, based on relevant market information~~ and ~~information~~liabilities ~~about~~carried ~~the~~at ~~financial~~fair ~~statement.~~value ~~These~~measured ~~estimates are~~on ~~subjective~~a inrecurring ~~nature~~basis ~~and~~as ~~involve uncertainties and matters~~ of ~~significant~~December ~~judgment and~~31, ~~therefore~~2021, ~~cannot~~consisted beof ~~determined with precision. Changes in assumptions could significantly affect~~ the ~~estimates. See Note 7 for additional information.~~following:

Sequencing Policy

	Total fair value at December 31, 2021 $		Quoted prices in active markets (Level 1) $		Significant other observable inputs (Level 2) $		Significant unobservable inputs (Level 3) $
Description:
Derivative liability (1)		3,044,034		—		—		3,044,034
Total		3,044,034		—		—		3,044,034

~~Under ASC 815-40-35, the Company has adopted a sequencing~~Our ~~policy~~financial ~~whereby, in the event that reclassification of contracts from equity to~~ assets orand liabilities iscarried ~~necessary~~at ~~pursuant~~fair tovalue ~~ASC~~measured ~~815 due~~on toa ~~the~~recurring ~~Company’s~~basis ~~inability to demonstrate it has sufficient authorized shares~~ as ~~a result~~ of ~~certain~~December ~~securities with a potentially indeterminable number of shares~~31, ~~shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments with the earliest grants receiving the first allocation of shares. Pursuant to ASC 815~~2020, ~~issuance~~consisted of ~~securities to~~ the ~~Company’s employees or directors is not subject to the sequencing policy.~~following:

Accounts Receivable

	Total fair value at December 31, 2020 $		Quoted prices in active markets (Level 1) $		Significant other observable inputs (Level 2) $		Significant unobservable inputs (Level 3) $
Description:
Derivative liability (1)		7,102,801		—		—		7,102,801
Total		7,102,801		—		—		7,102,801

~~Trade accounts receivable are recorded at the time~~(1) ~~product is shipped or services are provided including any shipping and handling fees.~~ The Company ~~provided~~has ~~allowances~~estimated ~~for uncollectible accounts receivable equal to~~ the ~~estimated~~fair ~~collection~~value ~~losses that will be incurred in collection~~ of ~~all~~these ~~receivables.~~liabilities ~~Accounts~~using receivable is periodically evaluated for collectability basis on past credit history with customers and their current financial condition. The Company’s management determines which accounts are past due and if deemed uncollectible, the ~~Company~~Binomial ~~charges off the receivable in the period the determination is made~~Model. ~~Based on management’s evaluation, the Company provided an allowance for doubtful accounts of $61,825 and $16,250 at December 31, 2020 and December 31, 2019, respectively.~~

~~Inventories~~Derivative Liabilities

~~Inventories~~The Company accounts for derivative instruments in accordance with ASC Topic 815, “Derivatives and Hedging” and all derivative instruments are ~~stated~~reflected as either assets or liabilities at fair value in the ~~lower~~balance sheet. The Company uses estimates of ~~cost~~fair orvalue to ~~market~~value its derivative instruments. ~~Cost~~Fair value is ~~determined~~defined byas ~~using~~ the ~~first~~price ~~in,~~to ~~first~~sell ~~out~~an ~~(FIFO)~~asset ~~method.~~or Wetransfer ~~record~~a ~~the~~liability ~~value~~in ~~of our~~an ~~inventory~~orderly ~~for~~transaction between ~~estimated~~willing ~~obsolescence~~and orable ~~unmarketable~~market ~~inventory~~participants. ~~equal~~In togeneral, the ~~difference~~Company’s ~~between~~policy ~~the~~in ~~cost~~estimating offair ~~inventory~~values ~~and~~is ~~the~~to ~~estimated~~first look at observable market ~~value~~prices ~~based~~for ~~upon~~identical ~~assumptions~~assets ~~about~~and ~~future~~liabilities ~~demand~~in active markets, ~~future~~where ~~pricing~~available. ~~and~~When ~~market~~these ~~conditions.~~are Asnot available, other inputs are used to model fair value such as prices of ~~December~~similar 31instruments, ~~2020~~yield ~~and~~curves, ~~December~~volatilities, 31prepayment speeds, default rates and credit ~~2019~~spreads, ~~the~~relying ~~inventory~~first ~~consisted~~on ofobservable ~~parts~~data ~~for~~from ~~equipment~~active ~~sold~~markets. asDepending ~~replacement~~on ~~parts~~the toavailability ~~existing~~of ~~customers~~observable orinputs ~~sold~~and toprices, ~~new~~different valuation ~~customers.~~models ~~The~~could ~~Company has~~produce ~~recorded~~materially adifferent ~~reserve~~fair ~~allowance~~value ofestimates. $0The asvalues ofpresented ~~December~~may ~~31,~~not ~~2020~~represent ~~and~~future ~~December~~fair ~~31,~~values ~~2019,~~and may ~~respectively~~not be realizable. The Company ~~has~~categorizes ~~determined~~its ~~that~~fair ~~some of~~value ~~the~~estimates ~~supplies~~in ~~inventory~~accordance iswith ~~necessary~~ASC to820 bebased ~~placed~~on ~~into~~the ~~service,~~hierarchical ~~after~~framework associated ~~assembly~~with ~~into~~the ~~equipment~~three tolevels beof ~~used~~price transparency utilized in ~~product~~measuring ~~manufacturing~~financial ~~and classified~~instruments asat ~~Machinery~~fair ~~and~~value ~~Equipment.~~as ~~The~~discussed ~~balance~~above. As atof December 31, ~~2020~~2021, and December 31, ~~2019~~2020, ofthe ~~such~~Company ~~supplies~~had ~~and~~a ~~equipment not yet placed in service amounted to~~ $323,~~580~~044,034 and $~~321~~7,~~565~~102,801 derivative liability, respectively.

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

Property and equipment 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.39

38Sequencing Policy

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

~~The carrying values of the Company’s long-lived~~Accounts assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the fair value. An impairment charge is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair value of the long-lived assets as determined by projected discounted net future cashflows. The recorded impairment expense was $0 for the years ended December 31, 2020 and December 31, 2019, respectively.Receivable

~~Intangible~~Trade accounts ~~Assets~~ receivable are recorded at the time product is shipped or services are provided including any shipping and handling fees. The Company provided allowances for uncollectible accounts receivable equal to the estimated collection losses that will be incurred in collection of all receivables. Accounts receivable is periodically evaluated for collectability basis on past credit history with customers and their current financial condition. The Company’s management determines which accounts are past due and if deemed uncollectible, the Company charges off the receivable in the period the determination is made. Based on management’s evaluation, the Company provided an allowance for doubtful accounts of $0 and $61,825 at December 31, 2021 and December 31, 2020, respectively.

Costs to obtain or develop patents are capitalized and amortized over the remaining life of the patents, and technology rights are amortized over their estimated useful lives. The Company currently has the right to several patents and proprietary technology. Patents and technology are amortized from the date the Company acquires or is awarded the patent or technology right over their estimated useful lives, which range from 1 to 15 years. Inventories

~~Research~~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 ~~Development~~ the estimated market value based upon assumptions about future demand, future pricing and market conditions. As of December 31, 2021 and December 31, 2020, 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 as of December 31, 2021 and December 31, 2020, respectively. The Company has determined that some of the supplies inventory is necessary to be placed into service, after assembly into equipment to be used in product manufacturing and classified as lease equipment in property and equipment. The balance at December 31, 2021 and December 31, 2020 of such supplies and equipment not yet placed in service amounted to $450,151 and $32,580, respectively.

~~Research and development costs are recognized as an~~Property ~~expense during the period incurred, which is until the conceptual formulation, design~~ and ~~testing of a process is completed and the process has been determined to be commercially viable.~~Equipment

~~Leases~~ 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.

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

~~ASC~~The carrying ~~842~~values ~~requires~~of ~~lessors~~the toCompany’s ~~expense~~long-lived ~~costs~~assets ~~that~~ are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not ~~direct~~be ~~leasing~~recoverable. ~~costs,~~When toprojections ~~continually~~indicate ~~assess~~that ~~collectability~~the carrying value of ~~lessee~~the ~~payments~~long-lived asset is not recoverable, the ~~and~~carrying ifvalue ~~operating~~is ~~lease~~reduced ~~payments~~by ~~are~~the ~~not~~estimated ~~probable~~excess of the carrying value over the fair value. An impairment charge is recognized if ~~collection,~~the tocarrying ~~only~~amount ~~recognize~~is ~~into~~not ~~income~~recoverable ~~equal~~and tothe carrying amount exceeds the ~~lesser~~fair value of ~~(i)~~the ~~straight~~long-~~line~~lived ~~rental~~assets ~~income~~as ordetermined ~~(ii)~~by ~~lease~~projected discounted ~~payments~~net ~~received~~future tocashflows. ~~date~~The recorded impairment expense was $0 for the years ended December 31, 2021 and December 31, 2020, respectively.

3940

~~Revenue Recognition~~ Intangible Assets

OnCosts to ~~May~~obtain ~~2014,~~or ~~the~~develop ~~FASB~~patents ~~issued~~are ~~ASU~~capitalized ~~No.~~and ~~2014-09, “Revenue from~~amortized ~~Contracts~~over ~~with~~the ~~Customers”~~remaining ~~(Topic~~life ~~606).~~of ~~The~~the ~~new~~patents, ~~revenue~~and ~~recognition~~technology ~~standard~~rights ~~provides~~are ~~a five-step analysis of transactions~~amortized toover ~~determine~~their ~~when~~estimated ~~and~~useful ~~how revenue is recognized~~lives. The ~~core~~Company ~~principal~~currently ishas ~~that~~the aright ~~company~~to ~~should~~several ~~recognize~~patents ~~revenue~~and toproprietary ~~depict~~technology. Patents ~~the transfer~~and oftechnology ~~promised~~are ~~goods~~amortized orfrom ~~services~~the todate ~~customers~~the inCompany anacquires ~~amount~~or ~~that~~is ~~reflect~~awarded the ~~consideration~~patent toor ~~which~~technology ~~the~~right ~~entity~~over ~~expects~~their toestimated beuseful lives, ~~entitled~~which inrange ~~exchange for~~from ~~those~~1 ~~goods~~to or15 ~~services~~years.

~~The Company recognizes revenue based on the five criteria~~Research for revenue recognition established under Topic 606: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and ~~5) recognize revenue as the performance obligations are satisfied.~~Development

~~The~~Research and ~~Company~~development ~~has~~costs are recognized as an expense during the ~~following~~period ~~three~~incurred, ~~revenue~~which ~~streams:~~is until the conceptual formulation, design and testing of a process is completed and the process has been determined to be commercially viable.

1) Product sales (equipment and/or fluid solutions): Contracts for product sales consist of invoices that specify the transaction price. The only performance commitment is the provision of products and the transaction price is allocated to the products specified on the invoice. The Company recognizes revenue from the sale of products when the performance obligation is satisfied by transferring control of the product to a customer.Leases

2The Company accounts for leases in accordance with ASC 842, “Leases”, which requires lessees to recognize right-of-use ("ROU") ~~Licensing:~~assets and related lease liabilities on the balance sheet for all leases greater than one year in duration. The Company records ~~licenses~~the aassociated ~~contract-based~~lease liability and corresponding right-of-use asset upon commencement of the ~~Company’s~~lease USusing ~~EPA~~the ~~Product~~implicit ~~Registration,~~rate ~~returning~~or a ~~revenue~~discount inrate ~~licensing~~based ~~fees~~on ~~and/or~~a ~~royalties~~credit-adjusted ~~from~~secured ~~minimum~~borrowing orrate ~~actual~~commensurate ~~fluid~~with ~~sales.~~the ~~The~~term ~~Contract~~of ~~specifies~~the lease. When determining the lease term, ~~fees~~the ~~and/~~Company includes options to extend or ~~royalty.~~terminate ~~Performance~~the ~~obligations~~lease ~~include~~when it is reasonably certain that it will exercise that option, if any. As the ~~provision~~Company’s ofleases ado ~~sub-registration~~not totypically ~~use~~provide an implicit rate, the USCompany ~~EPA~~utilizes ~~Product~~the ~~Registration~~appropriate ~~and/or~~incremental borrowing rate, determined as the ~~provision~~rate of ainterest ~~license~~that the Company would have to ~~use~~pay ~~the~~to ~~product~~borrow ~~for~~on a ~~period~~collateralized ofbasis ~~time~~over a similar term and in a similar economic environment. The Company ~~allocates~~has elected to adopt the ~~transaction~~following ~~price~~lease ~~based~~policies: on(i) ~~the~~for ~~relative~~leases ~~standalone,~~that ~~selling~~have ~~price~~lease terms of ~~each~~12 ~~performance~~months ~~obligation.~~or ~~The~~less ~~Company’s~~and ~~licenses~~does ~~provide~~not include a ~~right-~~purchase option that is reasonably certain to~~-use~~ exercise, the Company elected not to apply ASC 842 recognition requirements; and ~~create~~(ii) ~~performance~~the ~~obligations~~Company elected to apply the package of practical expedients for existing arrangements entered into prior to January 1, ~~satisfied~~2019 atto not reassess (a) ~~point~~whether inan ~~time~~arrangement is or contains a lease, (b) the lease classification applied to existing leases, and(c) initial direct costs. The Company ~~recognizes~~has ~~revenue~~also ~~from~~elected ~~licenses~~the ~~when~~practical ~~the~~expedient ~~performance~~to ~~obligation~~not isseparate ~~satisfied~~between lease ~~through~~and ~~the~~non-lease ~~transfer~~components. ofDuring the ~~license.~~year ~~For~~ended ~~licenses~~December ~~that~~31, ~~include royalties~~2021, the Company ~~will~~recognized ~~recognize~~an ~~royalty~~initial ~~revenue~~operating aslease ~~the~~right-of-use asset ~~underlying~~of ~~sales~~$83,420 orand ~~usages~~operating ~~occur,~~lease asliability ~~long~~of as$83,420. ~~this~~During ~~approach~~the ~~does~~year ~~not~~ended ~~result~~December in31, 2020, the ~~acceleration~~Company recognized an initial operating lease right-of-use ~~revenue~~asset ~~ahead~~of $118,385 and operating lease liability of ~~the~~$118,385. ~~entity’s~~See ~~performance~~Note 5 for further details.

3)ASC 842 ~~Equipment~~requires ~~leases:~~lessors ~~Contracts~~to ~~for~~expense ~~equipment~~costs ~~leases~~that are ~~systems~~not ~~service~~direct agreements, usually 3-year contracts for the provision of the Company’s equipment, and service of such, under contract to customers, with renewable terms. The performance obligation consists of the provision of with leased equipment. The Company recognizes revenue from the leasing of equipment as the entity provides the equipment and the customer simultaneously receives and consumes the benefits through the use of the equipment. This revenue-generating activity would meet the criteria for a performance obligation satisfied over time. As a resultcosts, the Company recognizes revenue over time by using the output method, as the Company can measure progress of the performance obligation using the time elapsed under each obligation. Additionally, under ASC 842, lessors are required to continually assess collectability of lessee payments, and if operating lease payments are not probable of collection, to only recognize into income equal to the lesser of (i) straight-line rental income or (ii) lease payments received to date.

~~The Company has disclosed disaggregated revenue via~~Revenue ~~revenue stream on the face of the statement of operations. The Company did not have any contract assets or liabilities at December 31, 2020 or 2019, respectively.~~Recognition

~~For~~The Company ~~the~~accounts ~~year~~for ~~ended~~revenue ~~December~~in ~~31,~~accordance ~~2020~~with ASC 606, ~~three~~“Revenue ~~customers accounted~~from ~~for~~Contracts ~~41%~~with Customers”, ~~19%~~which ~~and~~provides ~~10%,~~a five-step ~~respectively,~~analysis of ~~consolidated~~transactions ~~revenues~~to ~~for~~determine ~~the~~when ~~period~~and how revenue is recognized. ~~For~~The core principle is that a company should recognize revenue to depict the ~~year~~transfer ~~ended~~of ~~December~~promised ~~31,~~goods ~~2019,~~or ~~four~~services to customers ~~accounted~~ ~~for~~in ~~27%,~~an ~~16%,~~amount ~~15%,~~that ~~and~~reflect ~~13%,~~the ~~respectively,~~consideration ofto ~~consolidated~~which ~~revenues~~the entity expects to be entitled in exchange for ~~the~~those ~~period~~goods or services.

~~Stock~~The Company ~~Based~~recognizes ~~Compensation~~revenue based on the following five criteria: 1) identify the contract, 2) identify separate performance obligations, 3) determine the transaction price, 4) allocate the transaction price among the performance obligations, and 5) recognize revenue as the performance obligations are satisfied.

The Company ~~records~~has ~~stock-based compensation in accordance with ASC 718. Under~~ the ~~provisions~~following ofthree ~~ASC~~revenue 718, stock-based compensation expense is measured at the grant date, based on the fair value of the award, and is recognized over the requisite service period, which is generally the vesting period. The fair value of our stock options and warrants is estimated using a Black-Scholes option valuation model. Refer to Notes 9 and 10 for further details.streams:

401) Product sales (equipment and/or fluid solutions): Contracts for product sales consist of invoices that specify the transaction price. The only performance commitment is the provision of products and the transaction price is allocated to the products specified on the invoice. The Company recognizes revenue from the sale of products when the performance obligation is satisfied by transferring control of the product to a customer.

~~Income Taxes~~41

~~Deferred~~2) ~~income~~Licensing: ~~taxes~~The ~~are~~Company ~~provided~~licenses on a ~~liability method,~~contract-based ~~whereby~~use ~~deferred~~of ~~tax~~the ~~assets~~Company’s ~~are~~US ~~recognized~~EPA ~~for~~Product ~~deductible~~Registration, ~~temporary~~returning ~~differences~~revenue ~~and~~in ~~operating~~licensing ~~loss~~fees and/or ~~tax~~royalties ~~credit~~from ~~carryforwards. Deferred~~minimum ~~tax~~or ~~liabilities~~actual ~~are~~fluid ~~recognized~~sales. ~~for~~The ~~taxable~~Contract ~~temporary~~specifies ~~differences~~the term, ~~which~~fees ~~are~~and/or ~~the~~royalty. ~~differences~~Performance ~~between~~obligations include the ~~reported~~provision ~~amounts~~ of ~~assets and~~a ~~liabilities~~sub-registration ~~and~~to ~~their~~use ~~tax~~the ~~bases.~~US ~~Deferred~~EPA ~~tax~~Product ~~assets~~Registration ~~are~~and/or ~~reduced~~the byprovision of a ~~valuation~~license ~~allowance~~to ~~when,~~use in the ~~opinion~~product offor ~~management,~~a itperiod ~~is more~~of ~~likely~~time. ~~than~~The ~~not~~Company ~~that~~allocates ~~some portion or all~~ the ~~deferred~~transaction ~~tax~~price ~~assets~~based ~~will~~on ~~not~~the berelative ~~realized.~~standalone, ~~Deferred~~selling ~~tax~~price ~~assets~~of ~~and~~each ~~liabilities~~performance ~~are~~obligation. ~~adjusted for~~The ~~the~~Company’s ~~effects~~licenses ofprovide ~~changes~~a inright-to-use ~~tax~~and ~~laws~~create ~~and~~performance ~~rates~~obligations, onsatisfied ~~the~~at ~~date~~a ofpoint ~~enactment~~in time. The Company recognizes ~~the~~revenue ~~financial~~from ~~statement~~licenses ~~benefit~~when ofthe ~~a tax~~performance ~~position~~obligation ~~only~~is ~~after~~satisfied ~~determining~~through ~~that~~ the ~~relevant~~transfer ~~tax~~of ~~authority~~the ~~would~~license. ~~more~~For ~~likely~~licenses ~~than~~that ~~not~~include ~~sustain~~royalties, the ~~position~~Company ~~following~~will anrecognize ~~audit. For~~royalty ~~tax~~revenue ~~positions~~as ~~meeting~~ the ~~more-likely-than-not~~underlying ~~threshold,~~sales ~~the~~or ~~amount~~usages ~~recognized~~occur, inas ~~the~~long ~~consolidated~~as ~~financial~~this ~~statements~~approach isdoes ~~the~~not ~~largest benefit~~result ~~that~~in ~~has~~the aacceleration ~~greater~~of ~~than~~revenue 50ahead ~~percent likelihood~~ of ~~being realized upon ultimate settlement with~~ the ~~relevant~~entity’s ~~tax authority~~performance.

~~Basic~~3) Equipment leases: Contracts for equipment leases are systems service agreements, usually 3-year contracts for the provision of the Company’s equipment, and ~~Diluted~~service ~~Loss~~of ~~Per~~such, ~~Share~~under contract to customers, with renewable terms. The Company has elected to use the practical expedient under ASC 842 and account for each separate lease component and non-lease components associated with the systems service agreements as a single combined component and as a single performance obligation entirely under ASC 606. The performance obligation consists of the provision of leased equipment and all other services under the systems service agreements. The Company recognizes revenue from the leasing of equipment and services as the entity provides the equipment and the customer simultaneously receives and consumes the benefits through the use of the equipment and services. This revenue-generating activity would meet the criteria for a performance obligation satisfied over time. As a result, the Company recognizes revenue over time by using the output method, as the Company can measure progress of the performance obligation using the time elapsed under each obligation. Additionally, under ASC 842, lessors are required to continually assess collectability of lessee payments, and if operating lease payments are not probable of collection, to only recognize into income equal to the lesser of (i) straight-line rental income or (ii) lease payments received to date.

~~Basic loss per share is computed by dividing net loss~~The byCompany ~~the~~has ~~weighted-average~~disclosed ~~number~~disaggregated ofrevenue ~~common~~via ~~shares~~revenue ~~outstanding~~stream ~~during~~on the ~~period. Diluted~~face ~~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.~~statement As of December 31, 2020, there were outstanding common share equivalents (options, warrants, convertible debt, preferred series A stock, and preferred series C stock) which amounted to 599,906,324 shares of common stockoperations. ~~These~~The ~~common~~Company ~~share~~did ~~equivalents were~~ not ~~included~~have ~~in the computation~~any ofcontract ~~diluted~~assets ~~loss~~or ~~per~~liabilities ~~share~~at asDecember ~~their~~31, ~~effect~~2021 ~~would~~or ~~have~~2020, ~~been anti-dilutive~~respectively.

~~Recent~~For the ~~Accounting~~year ~~Pronouncements~~ ended December 31, 2021, one customer accounted for 68% of consolidated revenues for the year. For the year ended December 31, 2020, three customers accounted for 41%, 19% and 10%, respectively, of consolidated revenues for the year.

~~In August 2018, the FASB issued Accounting~~Stock ~~Standards~~Based Update No. 2018-13 (“ASU 2018-13”), Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements relating to fair value measurements as outlined in Topic 820, Fair Value Measurement. ASU 2018-13 is applicable to all entities that are required, under GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments outlined in ASU 2018-13 are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted for any removed or modified disclosures upon issuance of ASU 2018-13. The adoption of ASU 2018-13 did not have a material effect on the consolidated financial statements.Compensation

InThe Company ~~August~~records ~~2020, the FASB issued ASU 2020~~stock-~~06,~~based ~~“Debt~~compensation –in ~~Debt~~accordance with ~~Conversion~~ASC ~~and~~718 ~~Other~~“Compensation ~~Options (Subtopic 470-20) and Derivatives and Hedging~~ – ~~Contracts~~Stock ~~in Entity’s Own Equity (Subtopic 815 – 40)~~Compensation” ~~(“ASU 2020-06”)~~. Under ~~ASU~~the ~~2020-06~~provisions ~~simplifies~~of ~~the~~ASC ~~accounting~~718, ~~for~~stock-based ~~certain~~compensation ~~financial~~expense ~~instruments~~is ~~with~~measured ~~characteristics~~at ofthe ~~liabilities~~grant ~~and equity~~date, ~~including~~based ~~convertible instruments and contracts~~ on anthe ~~entity’s~~fair ~~own~~value ~~equity.~~of ~~The~~the ~~ASU~~award, and is ~~part~~recognized ofover the ~~FASB’s~~requisite ~~simplification~~service ~~initiative~~period, which ~~aims to~~is ~~reduce~~generally ~~unnecessary~~the ~~complexity~~vesting ~~in U~~period.S. ~~GAAP.~~ The ~~ASU’s~~fair ~~amendments~~value ~~are~~of ~~effective~~our ~~for~~stock ~~fiscal~~options ~~years~~and ~~beginning after December 15,~~warrants ~~2023,~~is ~~and~~estimated ~~interim~~using ~~periods~~a ~~within~~Black-Scholes ~~those~~option ~~fiscal~~valuation ~~years~~model. ~~The~~Refer ~~Company~~to isNotes ~~currently~~9 ~~evaluating~~and ~~the~~10 ~~impact~~for ~~ASU~~further ~~2020-06 will have on its financial statements~~details.

~~NOTE 2. GOING CONCERN~~Income Taxes

~~The~~Deferred income ~~accompanying~~taxes ~~consolidated~~are ~~financial~~provided ~~statements have~~on ~~been~~a ~~prepared~~liability ~~assuming~~method, ~~that~~whereby ~~the~~deferred ~~Company~~tax ~~will~~assets ~~continue~~are asrecognized afor ~~going~~deductible ~~concern~~temporary differences and operating loss and tax credit carryforwards. ~~The~~Deferred ~~Company~~tax ~~has~~liabilities ~~recurring~~are ~~losses~~recognized for taxable temporary differences, anwhich ~~accumulated~~are ~~deficit~~the differences between the reported amounts of ~~$34,913,854,~~assets and ~~negative~~liabilities ~~cashflows~~and ~~from~~their ~~operations~~tax bases. AsDeferred oftax ~~December~~assets ~~31,~~are ~~2020,~~reduced ~~the~~by ~~Company~~a ~~had~~valuation allowance awhen, ~~negative~~in ~~working~~the ~~capital~~opinion of ~~$14~~management,~~479,722. The~~ ~~Company~~it ~~has~~is ~~relied~~more onlikely ~~raising~~than ~~debt~~not ~~and~~that ~~equity~~some ~~capital~~portion inor ~~order~~all tothe ~~fund~~deferred ~~its~~tax ~~ongoing~~assets ~~day-to-day~~will ~~operations~~not be realized. Deferred tax assets and ~~its~~liabilities ~~corporate~~are ~~overhead. The~~adjusted ~~Company~~for ~~will~~the ~~require~~effects ~~additional~~of ~~working~~changes ~~capital~~in ~~from~~tax ~~either~~laws ~~cashflow~~and ~~from~~rates ~~operations,~~on ~~from~~the ~~debt~~date orof ~~equity~~enactment. The ~~financing~~Company orrecognizes ~~from~~the afinancial ~~combination of~~statement ~~these~~benefit ~~sources.~~of ~~These~~a ~~factors~~tax ~~raise~~position ~~substantial~~only ~~doubt~~after ~~about~~determining that the ~~ability~~relevant oftax ~~the~~authority ~~Company~~would more tolikely ~~continue~~than asnot asustain ~~going~~the ~~concern~~position ~~for~~following aan ~~period~~audit. ~~of one~~For ~~year~~tax ~~from~~positions meeting the ~~issuance~~more-likely-than-not ofthreshold, ~~these~~the ~~financial~~amount recognized ~~statements.~~in ~~The~~the consolidated financial statements dois ~~not~~the ~~include~~largest ~~any~~benefit ~~adjustments~~ that ~~might~~has ~~result~~a ~~from the~~greater ~~outcome~~than 50 percent likelihood of ~~this~~being ~~uncertainty~~realized upon ultimate settlement with the relevant tax authority.

The Company expects that working capital requirements will continue to be funded through a combination of its existing funds and further issuances of securities. Working capital requirements are expected to increase in line with the growth of the business. The Company has no lines of credit or other bank financing arrangements. The Company has financed operations to date through the proceeds of private placement of equity and debt instruments. In connection with the Company’s business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with business growth and (ii) marketing expenses. The Company intends to finance these expenses with further issuances of securities, and debt issuances. Thereafter, the Company expects it will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to current stockholders. Further, such securities might have rights, preferences or privileges senior to common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, the Company may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict business operations.42

41Basic and Diluted Loss Per Share

~~NOTE~~Basic income 3(loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted ~~PROPERTY~~income ~~AND~~(loss) ~~EQUIPMENT~~per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as options, warrants, convertible notes payable, preferred series A stock and preferred series C stock. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, for the year ended December 31, 2021, there were outstanding common share equivalents which amounted to 266,287,933 shares of common stock that were not included in the calculation as their effect is anti-dilutive. For fiscal periods with net losses, these common share equivalents were not included in the computation of diluted loss per share as their effect would have been anti-dilutive.

Property and equipment at December 31, 2020 and December 31, 2019 consisted of the following:

	Year ended December 31, 2021			Year ended December 31, 2020
Numerator:
Net income (loss)	$	988,619		$	(4,082,045	)
(Gain) / Loss on change in fair value of derivative liability		(728,188	)		—
(Gain) / Loss on settlement of debt		(3,342,759	)		—
Interest expense		18,167			—
Adjusted net income (loss)	$	(3,064,161	)	$	(4,082,045	)

Denominator: Weighted average shares outstanding used in computing net income (loss) per share
Basic		765,752,715			609,029,869

Effect of dilutive warrants		49,706,458			—
Effect of convertible note weighted shares		6,016,889			—
Diluted		821,476,062			609,029,869

Net income (loss) per share applicable to common shareholders:
Basic	$	0.00		$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)

	December 31, 2020			December 31, 2019
Leasehold improvements	$	18,840		$	151,719
Machinery and leased equipment		365,483			—
Machinery and equipment not yet in service		32,580			321,565
Office equipment and furniture		39,357			20,064
Website		2,760			2,760
Total property and equipment	$	459,020		$	496,108
Less: Accumulated Depreciation		(100,301	)		(55,999	)
Property and equipment, net		358,719			440,109

Recent Accounting Pronouncements

~~Depreciation~~In August ~~expense~~2020, ~~was~~the ~~$44~~FASB issued ASU 2020-06,~~303~~ "Debt - Debt with Conversion and ~~$25,184~~Other Options (Subtopic 470-20) and Derivatives and Hedging ~~for~~- ~~the~~Contracts ~~year~~in ~~ended~~Entity's ~~December~~Own ~~31,~~Equity (Subtopic 815- 40)" ("ASU 2020-06"). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and ~~2019~~equity, ~~respectively~~including convertible instruments and contracts on an entity's own equity. ~~During~~The ASU is part of the ~~year~~FASB's ~~ended~~simplification initiative, which aims to reduce unnecessary complexity in U.S. GAAP. The ASU's amendments are effective for fiscal years beginning after December 3115, ~~2020~~2023, ~~the~~and ~~Company~~interim ~~recorded~~periods awithin ~~loss~~those onfiscal ~~disposal~~years. The Company ofis ~~equipment~~currently ofevaluating ~~$173,551~~the ~~(2019~~impact ASU 2020-06 ~~$nil)~~will have on its financial statements.

OnThe Company ~~July~~has ~~30,~~implemented ~~2019,~~all ~~the~~new ~~Company~~accounting ~~transferred $17,876~~pronouncements ofthat ~~equipment~~are ~~not yet~~ in ~~service~~effect and ~~offset~~that ~~accounts~~may ~~receivable~~impact ofits ~~$23,209~~financial instatements ~~exchange~~and ~~for~~does ~~$13,939~~not believe ~~and~~that ~~the~~there ~~settlement~~are ofany ~~accounts payable~~other ~~and~~new ~~accrued~~accounting ~~liabilities~~pronouncements ofthat ~~$43,767.~~have Asbeen ~~result,~~issued ~~the~~that ~~Company~~might ~~recorded~~have a ~~gain~~material impact on ~~the~~its ~~settlement~~financial position ofor ~~debt~~results of ~~$16,706~~operations.

~~NOTE 4. INTANGIBLE ASSETS~~43

~~Intangible assets at December 31, 2020 and December~~NOTE ~~31,~~2. ~~2019~~GOING ~~consisted of the following:~~CONCERN

	December 31, 2020			December 31, 2019
Patents	$	4,505,489		$	4,505,489
Technology rights		200,000			200,000
Intangible, at cost		4,705,489			4,705,489
Less: Accumulated amortization		(1,305,465	)		(1,001,060	)
Net Carrying Amount	$	3,400,024		$	3,704,429

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has recurring losses, an accumulated deficit of $29,598,993, and negative cashflows from operations. As of December 31, 2021, the Company had a negative working capital of $4,466,166. 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 cashflow 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.

~~Amortization~~The Company ~~expense~~expects ~~was~~that ~~$304,405~~working ~~for~~capital ~~the~~requirements ~~year~~will ~~ended~~continue to be funded through a combination of its existing funds and further ~~December~~issuances ~~31,~~of ~~2020,~~securities. Working capital requirements are expected to increase in line with the growth of ~~which~~the ~~$9,931~~business. ~~relates~~The Company has no lines of credit or other bank financing arrangements. The Company has financed operations to ~~patents~~date through the proceeds of private placement of equity and ~~$294~~debt instruments. In connection with the Company’s business plan,~~474~~ ~~relates~~management anticipates additional increases in operating expenses and capital expenditures relating to: ~~technology~~(i) ~~rights.~~developmental ~~Amortization~~expenses ~~expense~~associated ~~was~~with ~~$312,844~~business ~~for~~growth and (ii) marketing ~~the~~expenses. ~~year~~The ~~ended~~Company ~~December~~intends ~~31,~~to ~~2019,~~finance these expenses with further issuances of ~~which~~securities, ~~$18~~and debt issuances. Thereafter,~~693~~ ~~relates~~the Company expects it will need to ~~patents~~raise additional capital and ~~$294,151~~generate ~~relates~~revenues to ~~technology~~meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to current stockholders. Further, such securities might have rights, preferences or privileges senior to common stock. NoAdditional ~~impairment~~financing ~~was~~may ~~recognized~~not be available upon acceptable terms, or at all. If adequate ~~during~~funds are not available or are not available on acceptable terms, the ~~years~~Company ~~ended~~may ~~December~~not 31be able to take advantage of prospective new business endeavors or opportunities, ~~2020~~which could significantly and ~~2019~~materially restrict business operations.

~~Estimated~~NOTE 3. ~~Future~~PROPERTY ~~Amortization~~AND ~~Expense:~~EQUIPMENT

	$
For year ending December 31, 2021		302,003
For year ending December 31, 2022		302,003
For year ending December 31, 2023		302,003
For year ending December 31, 2024		302,003
For year ending December 31, 2025		302,003
Thereafter		1,890,009
Total		3,400,024

Property and equipment at December 31, 2021 and December 31, 2020 consisted of the following:

On May 10, 2019, the Company sold intangible assets with a carrying value of $47,502 for $111,323 of cash and the settlement of $33,677 of liabilities owed to the buyer. The Company recorded a gain on sales of intangible assets of $52,498.

	December 31, 2021			December 31, 2020
Leasehold improvements	$	61,580		$	18,840
Machinery and leased equipment		365,483			365,483
Leased equipment not yet in service		440,150			32,580
Office equipment and furniture		57,913			39,357
Website		2,760			2,760

Total property and equipment	$	927,886		$	459,020
Less: Accumulated Depreciation		(165,832	)		(100,301	)

Property and equipment, net		762,054			358,719

42Depreciation expense was $65,531 and $44,303 for the year ended December 31, 2021 and 2020, respectively of which $52,212 (2020 - $39,413) related to leased equipment. During the year ended December 31, 2021, the Company recorded a loss on disposal of equipment of $0 (2020 - $173,551).

~~NOTE 5 – LEASES~~44

~~The Company’s lease in Little River, SC~~NOTE ~~expired during the year ended December 31, 2019, at which time a new owner purchased the building and the Company went on a month-to-month rental basis~~4. ~~The~~INTANGIBLE Company did not have any right-of-use operating assets or liabilities as of December 31, 2019. Expense related to leases is recorded on a straight-line basis over the lease term, including rent holidays. During the year ended December 31, 2019, the Company recognized operating lease expense of $52,800. Operating lease costs are included within selling, administrative and other expenses on the consolidated statements of operations.ASSETS

OnIntangible assets ~~August~~at ~~26,~~December ~~2020~~31, ~~the~~2021 ~~Company signed a new one-year lease for the Company headquarters~~ and ~~operations~~December ~~located in Little River~~31, ~~South Carolina. The lease was effective retroactively from July 1,~~ 2020, ~~ending~~consisted on June 30, 2021, for $7,500 per month. The Company has an option to renew the lease for up to an additional four years. As the Company is not reasonably certain to exercise the option to renew the lease the term of the ~~lease is 12 months or less, the Company recognized $82,800 of operating lease expense within selling, administrative and other expenses during the period ended December 31, 2020.~~following:

On October 19, 2020, the Company entered into a building lease with a three-year term and an effective date of November 1, 2020. The lease requires the Company to make payments of $4,500 per month. The Company recognized an operating lease right-of-use asset and an operating lease liability in the amount of $123,614 and $123,614, respectively, which represented the presented the present value of future lease payments using a discount rate of 18.5% per annum.

	December 31, 2021			December 31, 2020
Patents	$	4,505,489		$	4,505,489
Technology rights		200,000			200,000
Intangible, at cost		4,705,489			4,705,489
Less: Accumulated amortization		(1,607,468	)		(1,305,465	)
Net Carrying Amount	$	3,098,021		$	3,400,024

AtAmortization expense was $302,003 for the year ended December 31, ~~2020~~2021, ~~the~~of ~~weighted~~which ~~average~~$293,670 ~~remaining operating~~relates ~~lease~~to ~~term~~patents ~~was~~and 2$8,333 relates to technology rights.83 Amortization ~~years~~expense ~~and~~was $304,405 for the ~~weighted~~year ~~average~~ended ~~discount~~December ~~rate~~31, ~~associated~~2020, ~~with~~of ~~operating~~which ~~leases~~$294,474 relates to patents and $9,931 relates to technology rights. No impairment was 18recognized during the years ended December 31, 2021 and 2020.~~5%.~~

~~The~~Estimated Future ~~Components~~Amortization ~~of lease expenses were as follows~~Expense:

	2020 $	2019 $
		$
Total operating lease cost	10,458	52,800
For year ending December 31, 2022			302,003
For year ending December 31, 2023			302,003
For year ending December 31, 2024			302,003
For year ending December 31, 2025			302,003
For year ending December 31, 2026			302,003
Thereafter			1,588,006
Total			3,098,021

~~The following table provides supplemental~~NOTE ~~cashflow~~5 ~~and~~– ~~other information related to leases for the year ended December 31, 2020 and 2019:~~LEASES

	2020 $	2019 $
Lease payments	9,000	52,800

On August 26, 2020, the Company signed a new one-year lease for the Company headquarters and operations located in Little River, South Carolina. The lease was effective retroactively from July 1, 2020, ending on June 30, 2021, for $7,500 per month. The Company re-negotiated an annual lease on the Little River, SC facility for $7,500 per month, retroactive to July 1, 2020, which is renewable for an additional four years (with a 2% increase annually). The Company renewed the lease for another year, effective July 1, 2021, at $7,650 per month.

~~Supplemental~~On October ~~balance~~19, ~~sheet~~2020, ~~information~~the Company entered into a building lease with a three-year term and an effective date of November 1, 2020. The lease ~~related~~requires the Company to ~~leases~~make aspayments of ~~December~~$4,500 31per month. The Company recognized operating lease expense of $54,000 ~~2020~~during ~~and~~the ~~2019~~year ended ~~are~~December as31, ~~below:~~2021.

	2020 $	2019 $
Cost	123,614	43,330
Accumulated amortization	(5,229)	(43,330)
Net carrying value	118,385	—

On March 15, 2021, the Company entered into a building lease with a two-year term and an effective date of April 1, 2021. The lease required the Company to make payments of $2,750 per month. The Company recognized operating lease expense of $19,250 during the year ended December 31, 2021. The Company terminated the lease effective October 14, 2021 and recognized an impairment of $39,030 during the year ended December 31, 2021.

~~Future~~At December ~~minimum~~31, ~~lease~~2021, ~~payments~~the ~~related to~~weighted average remaining operating lease ~~obligations~~term ~~are~~was as1.83 ~~follows~~years asand ofthe ~~December~~weighted ~~31,~~average ~~2020:~~discount rate associated with operating leases was 18.5%.

	$
2021	54,000
2022	54,000
2023	45,000
Total minimum lease payments	153,000
Less: amount of lease payments representing effects of discounting	(34,615)
Present value of future minimum lease payments	118,385
Less: current obligations under leases	(34,965)
Lease liabilities, net of current portion	83,420

43The components of lease expenses for the year ended December 31, 2021 and 2020 were as follows:

NOTE 6. Notes Payable

2021

2020

Total operating lease cost

73,250

10,458

The following table ~~summarizes~~provides ~~notes~~supplemental ~~payable~~cashflow asand ~~of December~~other ~~31,~~information ~~2020~~related ~~and~~to leases for the year ended December 31, ~~2019~~2021 and 2020:

Type		Original Amount		Origination Date	Maturity Date	Effective Annual Interest Rate			Balance at December 31, 2020			Balance at December 31, 2019
	2021 $	2020 $
Note Payable **		$	25,000	05/08/2017	06/30/2018		0	%	$	27,500		$	27,500
Lease payments	164,150	9,000
Note Payable (bb)		$	130,000	06/20/2018	01/02/2020		8	%	$	—		$	130,000
Note Payable **		$	8,700	11/15/2018	06/30/2019		10	%	$	8,700		$	8,700
Note Payable (e)		$	90,596	09/15/2019	05/28/2020		8	%	$	—		$	90,596
Note Payable (o)		$	50,000	10/03/2019	04/03/2020		12	%	$	—		$	37,500
Note Payable (e)		$	17,500	11/12/2019	11/12/2020		8	%	$	—		$	17,500
Note Payable		$	83,400	12/20/2019	06/19/2020		150	%	$	—		$	80,192
Note Payable		$	148,362	12/20/2019	11/27/2020		80	%	$	—		$	145,404
Note Payable (a)		$	25,782	01/08/2020	05/13/2020		313	%	$	—		$	—
Note Payable (b)		$	33,660	02/19/2020	04/30/2020		585	%	$	—		$	—
Note Payable (c)(e)		$	20,000	02/28/2020	05/28/2020		8	%	$	—		$	—
Note Payable (d)		$	100,000	03/31/2020	08/01/2020		30	%	$	—		$	—
Note Payable (e)		$	118,644	05/05/2020	05/05/2021		8	%	$	110,644		$	—
Note Payable (f)(y)		$	150,000	07/08/2020	10/05/2021		10	%	$	—		$	—
Note Payable (g)		$	119,200	07/15/2020	11/04/2020		321	%	$	—		$	—
Note Payable (h)		$	74,950	08/21/2020	11/28/2020		343	%	$	—		$	—
Note Payable (i)		$	199,500	10/01/2020	09/28/2021		66	%	$	149,573		$	—
Note Payable (j)		$	126,000	11/03/2020	04/23/2021		168	%	$	85,050		$	—
Note Payable (k)		$	113,980	11/04/2020	03/15/2021		210	%	$	65,988		$	—
Subtotal									$	447,455		$	537,392
Debt discount									$	(63,075	)	$	(69,239	)
Balance, net									$	384,380		$	468,153
Less current portion									$	(384,380	)	$	(468,153	)
Total long-term									$	—		$	—
** Currently in default

a)Supplemental balance Onsheet ~~January~~information ~~8, 2020, the Company sold future receivables with a non-~~related ~~party for up~~ to ~~$87,540.~~leases ~~During~~as ~~the period $25,782 was sold,~~ of ~~which~~December ~~$10~~31,~~207~~ ~~was~~2021 ~~loan fees~~ and ~~original~~2020 ~~issue~~are ~~discount~~as resulting in cash proceeds to the Company of $15,575. The advance was repaid through $1,450 weekly payments. In connection with the advance, the Company granted the lender a security interest in all accounts, equipment, intangibles and inventory. This note was repaid during the during the year ended December 31, 2020.below:

b) On February 19, 2020, the Company sold future receivables with a non-related party for $33,660, of which $13,710 was loan fees and original issue discount resulting in cash proceeds to the Company of $19,950. The advance was repaid through $660 daily payments. In connection with the advance, the Company granted the lender a security interest in all accounts, equipment, intangibles and inventory. This note was repaid during the year ended December 31, 2020.

	2021 $	2020 $

Cost	176,213	123,614
Accumulated amortization	(53,763)	(5,229)
Impairment	(39,030)	—
Net carrying value	83,420	118,385

c)Future minimum Onlease ~~February~~payments ~~28, 2020, the Company entered into a promissory note with a non-~~related ~~party~~to ~~for~~lease ~~$20,000.~~obligations ~~The~~are ~~note~~as ~~was~~follows ~~due~~as ~~May 28, 2020, is unsecured and bears an interest rate~~ of 8%December ~~per annum. On May 5~~31, ~~2020, the Company consolidated this note with two others as described in Note 6(e).~~2021:

d) On March 31, 2020, the Company entered into a promissory note with a non-related party for $100,000. The note was due August 1, 2020, is unsecured and bears interest at $2,500 per month, repayable in four monthly payments of $27,500 commencing May 1, 2020. Additionally, the Company issued the lender 250,000 shares of the Company’s common stock with a fair market value of $8,225 as additional consideration for the loan. The note was repaid during the year ended December 31, 2020.

	$

2022	54,000
2023	45,000

Total minimum lease payments	99,000

Less: amount of lease payments representing effects of discounting	(15,580)

Present value of future minimum lease payments	83,420

Less: current obligations under leases	(42,012)

Lease liabilities, net of current portion	41,408

e) On May 5, 2020, the Company consolidated three notes with principal amounts of $90,596, $17,500 and $20,000 as well as accrued interest into a new note with a principal amount of $118,644 and a maturity date of May 5, 2021. The note bears interest at 8% per annum and, in connection with the consolidation, the Company issued the lender 15,000,000 shares of the Company’s common stock with a fair value of $841,500. As the instruments were substantially different, the old notes were considered to be extinguished and the Company recognized a loss on settlement of debt of $826,500.46

~~f) On July 8, 2020, the Company entered into a promissory note with a non-related party for $150,000~~NOTE 6. ~~The~~NOTES ~~note was due October 5, 2020, is unsecured and bears an interest rate of 10% per annum. On August 27, 2020, the note was consolidated and replaced with the convertible note described in Note 6(y).~~PAYABLE

g)The following Ontables ~~July~~summarize ~~15,~~notes ~~2020,~~payable ~~the~~as ~~Company sold future receivables with a non-related party for $119,200,~~ of ~~which~~December ~~$44~~31,~~700~~ ~~was~~2021 ~~loan fees~~ and original issue discount resulting in cash proceeds to the Company of $74,500. The advance is repayable through $7,450 weekly payments. In connection with the advance, the Company granted the lender a security interest in all accounts, equipment, intangibles and inventory. The note was repaid during the year ended December 31, 2020.:

h) On August 21, 2020, the Company sold future receivables with a non-related party for $74,950, of which $26,945 was loan fees and original issue discount resulting in cash proceeds to the Company of $48,005. The advance is repayable through $1,071 daily payments. In connection with the advance, the Company granted the lender a security interest in all accounts, equipment, intangibles and inventory. The note was repaid during the year ended December 31, 2020.

Type	Original Amount		Origination Date	Maturity Date	Effective Annual Interest Rate			Balance at December 31, 2021			Balance at December 31, 2020
Note Payable (a)**	$	25,000	05/08/2017	06/30/2018		0	%	$	22,500		$	27,500
Note Payable (b)	$	8,700	11/15/2018	06/30/2019		10	%	$	-		$	8,700
Note Payable **	$	118,644	05/05/2020	05/05/2021		8	%	$	110,644		$	110,644
Note Payable (c)	$	199,500	10/01/2020	09/28/2021		66	%	$	-		$	149,573
Note Payable (d)	$	126,000	11/03/2020	04/23/2021		166	%	$	-		$	85,050
Note Payable (e)	$	113,980	11/04/2020	03/15/2021		210	%	$	-		$	65,988
Note Payable (f)	$	177,800	01/02/2021	07/12/2021		116	%	$	-		$	-
Note Payable (g)	$	111,920	03/09/2021	05/21/2021		220	%	$	-		$	-
Note Payable (h)	$	29,686	03/09/2021	Demand		34	%	$	-		$	-
Note Payable (i)	$	222,400	06/01/2021	Demand		181	%	$	-		$	-
Note Payable (j)	$	87,000	06/29/2021	Demand		211	%	$	-		$	-
Sub-total								$	133,144		$	447,455
Debt discount								$	-		$	(63,075	)
Balance, net								$	133,144		$	384,380
Less current portion								$	(133,144	)	$	(384,380	)
Total long-term								$	-		$	-

** Currently in default

ia) On ~~October~~July 119, ~~2020~~2021, the Company ~~sold future receivables with a non-related party for $199,500, of which $53,250 was loan fees and original issue discount resulting in cash proceeds to the Company of $146,250. The advance is to be~~ repaid ~~through weekly payments of $3,841. In connection with~~ the ~~advance,~~principal ~~the~~amount ~~Company granted the lender a security interest and all past, present and future assets~~ of ~~the Company. During the year ended December 31, 2020,~~ $225,~~608~~000 ~~of the discount was amortized to expense,~~ leaving a ~~net~~ note balance of $~~118~~22,~~931 (discount balance of $30,642)~~500.

jb) On ~~November~~July 319, ~~2020~~2021, the Company ~~sold future receivables with a non-related party for $126,000, of which $39,650 was loan fees and original issue discount resulting in cash proceeds to the Company of $86,350. The advance is to be~~ repaid ~~through $1,050 daily payments. In connection with~~ the ~~advance,~~principal ~~the~~amount ~~Company granted the lender a security interest and all past, present and future assets~~ of ~~the Company. During the year ended December 31, 2020,~~ $208,~~706~~700 ~~of the discount was amortized to expense,~~ leaving a ~~net~~ note balance of $~~66,106 (discount balance of $18,944)~~0.

kc) On ~~November~~October 41, 2020, the Company sold future receivables with a non-related party for $~~113~~199,~~980~~500, of which $3453,~~440~~250 was loan fees and original issue discount resulting in cash proceeds to the Company of $79146,~~540~~250. The advance is to be repaid through ~~$5,999~~ weekly payments of $3,841. In connection with the advance, the Company granted the lender a security interest and all past, present and future assets of the Company. During the year ended December 31, ~~2020~~2021, $2030,~~951~~642 of the discount was amortized to expense, ~~leaving~~and athe ~~net~~ note ~~balance~~was ofrepaid ~~$52,499~~leaving ~~(discount~~a note balance of $~~13,489)~~0.

44d) On November 3, 2020, the Company sold future receivables with a non-related party for $126,000, of which $39,650 was loan fees and original issue discount resulting in cash proceeds to the Company of $86,350. The advance is to be repaid through $1,050 daily payments. In connection with the advance, the Company granted the lender a security interest and all past, present and future assets of the Company. During the year ended December 31, 2021, $18,944 of the discount was amortized to expense, and the remaining $85,050 was repaid leaving a note balance of $0.

~~The following table summarizes notes payable, related parties, as of December 31, 2020 and December 31, 2019:~~47

Type	Original Amount		Origination Date	Maturity Date	Annual Interest Rate			Balance at December 31, 2020			Balance at December 31, 2019
Note Payable, RP **	$	30,000	04/10/2018	01/15/2019		3	%	$	30,000		$	30,000
Note Payable, RP **	$	380,000	06/20/2018	01/02/2020		8	%	$	380,000		$	380,000
Note Payable, RP **	$	350,000	06/20/2018	01/02/2020		5	%	$	285,214		$	325,000
Note Payable, RP **	$	17,000	06/20/2018	01/02/2020		5	%	$	17,000		$	17,000
Note Payable, RP **	$	50,000	07/27/2018	11/30/2018		8	%	$	50,000		$	50,000
Note Payable, RP	$	5,000	10/09/2018	Demand		0	%	$	5,000		$	5,000
Note Payable, RP	$	5,000	10/19/2018	Demand		0	%	$	5,000		$	5,000
Note Payable, RP **	$	15,000	08/16/2019	02/16/2020		8	%	$	15,000		$	15,000
Note Payable, RP (l)	$	1,500	02/11/2020	Demand		0	%	$	—		$	—
Note Payable, RP (m)	$	2,000	02/11/2020	Demand		0	%	$	2,000		$	—
Subtotal								$	789,214		$	827,000
Debt discount								$	—		$	(43	)
Balance, net								$	789,214		$	826,957
Less current portion								$	(789,214	)	$	(826,957	)
Total long-term								$	—		$	—
** Currently in default

On November 4, 2020, the Company sold future receivables with a non-related party for $113,980, of which $34,440 was loan fees and original issue discount resulting in cash proceeds to the Company of $79,540. The advance is to be repaid through $5,999 weekly payments. In connection with the advance, the Company granted the lender a security interest and all past, present and future assets of the Company. During the year ended December 31, 2021, $13,489 of the discount was amortized to expense, and the remaining $65,988 was repaid leaving a note balance of $0.

lf) On ~~February~~January 112, ~~2020~~2021, the Company ~~entered~~sold ~~into~~future receivables with a ~~promissory~~non-related ~~note~~party ~~with~~for ~~the~~$177,800, ~~Chairman~~of which $39,795 was loan fees and ~~CEO~~original ofissue discount resulting, and $35,994 was paid to settle the loan described in Note (e) in cash proceeds to the Company ~~for~~of $1102,~~500~~011. The ~~note~~advance is ~~due~~to onbe ~~demand~~repaid through $7,730 isweekly ~~unsecured~~payments. ~~and~~In ~~bears~~connection anwith the advance, the Company granted the lender a security interest ~~rate~~and ofall 0%past, ~~per~~present ~~annum~~and future assets of the Company. ~~The~~During ~~note~~the year ended December 31, 2021, $39,795 of the discount was ~~repaid~~amortized ~~during~~to expense, and the ~~period~~remaining $46,383 was settled through a payment of $43,600 resulting in a gain on settlement of debt of $2,783 and a note balance of $0.

mg) On ~~February~~March 119, ~~2020~~2021, the Company ~~entered~~sold ~~into~~future receivables with a ~~promissory~~non-related ~~note~~party ~~with~~for ~~the~~$111,920, ~~COO~~of which $35,120 was loan fees and ~~Director~~original ofissue discount resulting in cash proceeds to the Company ~~for~~of $276,~~000~~800. The ~~note~~advance is ~~due~~to onbe ~~demand~~repaid through $1,399 isweekly ~~unsecured~~payments. ~~and~~In ~~bears~~connection anwith the advance, the Company granted the lender a security interest ~~rate~~and all past, present and future assets of 0%the ~~per~~Company. ~~annum~~During the year ended December 31, 2021, $35,120 of the discount was amortized to expense, and $111,920 was repaid leaving a note balance of $0.

45h) On March 9, 2021, the Company sold future receivables with a non-related party for $29,686, of which $10,120 was loan fees and original issue discount resulting in cash proceeds to the Company of $19,566. During the year ended December 31, 2021, $10,120 of the discount was amortized to expense and $29,686 was repaid, leaving a note balance of $0.

i) On June 1, 2021, the Company sold future receivables with a non-related party for $222,400, of which $8,000 was attributable to loan fees and $62,400 to original issue discount resulting in cash proceeds to the Company of $152,000. The ~~following~~advance ~~table~~is ~~summarizes~~to ~~convertible~~be ~~notes~~repaid ~~payable as~~through weekly payments of ~~December~~$8,554. 31In connection with the advance, ~~2020~~the Company granted the lender a security interest and all past, present, and future assets of the Company. During the year ended December 31, ~~2019:~~2021, $70,400 of the discount was amortized to expense, and $222,400 was repaid leaving a net note balance of $0.

Type	Original Amount		Origination Date	Maturity Date	Annual Interest Rate			Balance at December 31, 2020			Balance at December 31, 2019
Convertible Note Payable (n)	$	50,000	12/06/2018	12/06/2019		12	%	$	—		$	22,777
Convertible Note Payable * **	$	65,000	12/06/2018	12/06/2019		12	%	$	46		$	46
Convertible Note Payable (x)	$	100,000	01/18/2019	01/16/2020		24	%	$	—		$	95,492
Convertible Note Payable (v)	$	60,000	01/29/2019	01/22/2020		18	%	$	—		$	266,050
Convertible Note Payable (ff)	$	50,000	02/01/2019	10/22/2019		24	%	$	—		$	154,330
Convertible Note Payable (s)	$	60,000	02/21/2019	02/14/2022		0	%	$	—		$	74,000
Convertible Note Payable (z)	$	55,125	02/21/2019	02/20/2020		24	%	$	—		$	42,125
Convertible Note Payable * **	$	75,000	03/18/2019	12/13/2019		24	%	$	177,795		$	232,814
Convertible Note Payable (s)	$	26,000	09/16/2019	09/11/2022		0	%	$	—		$	26,000
Convertible Note Payable (o)	$	175,814	09/27/2019	09/25/2020		8	%	$	—		$	175,814
Convertible Note Payable	$	53,000	10/08/2019	10/07/2020		12	%	$	—		$	53,000
Convertible Note Payable	$	50,000	10/31/2019	10/29/2020		12	%	$	—		$	50,000
Convertible Note Payable (p)	$	8,888	02/19/2020	02/18/2021		12	%	$	—		$	—
Convertible Note Payable (q) * **	$	30,000	03/06/2020	03/05/2021		12	%	$	21,662		$	—
Convertible Note Payable (r)	$	45,000	03/09/2020	03/02/2021		12	%	$	—		$	—
Convertible Note Payable (t) * **	$	150,000	04/10/2020	04/09/2021		12	%	$	165,000		$	—
Convertible Note Payable (u)	$	128,000	04/16/2020	04/09/2021		12	%	$	—		$	—
Convertible Note Payable (w)	$	83,000	05/12/2020	11/08/2021		12	%	$	—		$	—
Convertible Note Payable (y) **	$	300,000	08/27/2020	07/31/2021		12	%	$	300,000		$	—
Convertible Note Payable (aa)	$	53,500	09/22/2020	03/21/2022		12	%	$	53,500		$	—
Convertible Note Payable (bb)	$	87,500	09/24/2020	Demand		8	%	$	40,000		$	—
Convertible Note Payable (cc)	$	200,000	10/07/2020	10/06/2021		5	%	$	200,000		$	—
Convertible Note Payable (dd)	$	200,000	10/16/2020	10/15/2021		5	%	$	200,000		$	—
Convertible Note Payable (ee)	$	300,000	11/11/2020	11/10/2021		5	%	$	300,000		$	—
Convertible Note Payable (gg)	$	150,000	12/29/2020	12/28/2021		5	%	$	150,000		$	—
Subtotal								$	1,608,003		$	1,192,448
Debt discount								$	—		$	(4,815	)
Balance, net								$	1,608,003		$	1,187,633
Less current portion								$	(1,554,503	)	$	(1,187,633	)
Total long-term								$	53,500		$	—
* Embedded conversion feature accounted for as a derivative liability at period end ** Currently in default

On June 29, 2021, the Company sold future receivables with a non-related party for $87,000, of which $27,000 was loan fees and original issue discount resulting in cash proceeds to the Company of $60,000. During the year ended December 31, 2021, $23,041 of the discount was amortized to expense, and $87,000 was repaid leaving a net note balance of $0.

~~n) During the year ended December 31, 2020, $22,777 of principal and $4,007 of interest of the convertible note payable was converted into 37,005,272 shares of the Company’s common stock.~~48

o)The following Ontable ~~February~~summarizes 7,notes ~~2020~~payable, ~~the Company extinguished both promissory note (totaling $39,000) and convertible note (totaling $181,000), including accrued interest with a non-~~related ~~party~~parties ~~through~~as ~~the issuance~~ of ~~220,000~~December ~~shares of preferred series C stock. The Company recorded the difference between the fair value of the preferred series C stock of $264~~31,~~000~~ 2021 and ~~the~~December ~~debt outstanding of $220~~31,~~000~~ ~~as a loss on extinguishment of debt of $44,000.~~2020:

p) On February 19, 2020, the Company received another tranche on a convertible note originally dated December 6, 2018. The new tranche had a principal amount of $8,888, with an original issue discount of $888. The convertible note is due 365 days from issuance, bears interest at 12% per annum and is convertible into common shares of the Company at 65% multiplied by the lowest traded price or lowest closing bid price during the 25 days the Company’s stock is tradable prior to the conversion date. Further, if at any time the stock price is less than $0.30, an additional 20% discount is applied and if at any time the conversion price is less than $0.01, an additional 10% is applied. Further, an additional 15% is applied if the Company fails to comply with its reporting requirements. During the period, all these additional discounts were triggered. The embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15. The initial fair value of the conversion feature was $70,719 and resulted in a discount to the note payable of $8,000 and an initial derivative expense of $62,719. During the year ended December 31, 2020, the entire amount was repaid.

Type	Original Amount		Origination Date	Maturity Date	Annual Interest Rate			Balance at December 31, 2021			Balance at December 31, 2020
Note Payable, RP (k)	$	30,000	04/10/2018	01/15/2019		3	%	$	-		$	30,000
Note Payable, RP (l)	$	380,000	06/20/2018	01/02/2020		8	%	$	-		$	380,000
Note Payable, RP (m)	$	350,000	06/20/2018	01/02/2020		5	%	$	-		$	285,214
Note Payable, RP (n)**	$	17,000	06/20/2018	01/02/2020		5	%	$	10,000		$	17,000
Note Payable, RP (o)	$	50,000	07/27/2018	11/30/2018		8	%	$	10,850		$	50,000
Note Payable, RP (p)	$	5,000	10/09/2018	Demand		0	%	$	-		$	5,000
Note Payable, RP (q)	$	5,000	10/19/2018	Demand		0	%	$	-		$	5,000
Note Payable, RP **	$	15,000	08/16/2019	02/16/2020		8	%	$	15,000		$	15,000
Note Payable, RP (r)	$	2,000	02/11/2020	Demand		0	%	$	-		$	2,000
Note Payable, RP (m)	$	84,034	02/16/2021	Demand		5	%	$	50,000		$	-
Subtotal								$	85,850		$	789,214
Debt discount								$	-		$	-
Balance, net								$	85,850		$	789,214
Less current portion								$	(85,850	)	$	(789,214	)
Total long-term								$	-		$	-

** Currently in default

qk) OnDuring ~~March 6, 2020,~~ the ~~Company~~year ~~received~~ended ~~another tranche on a convertible note originally dated~~ December 631, ~~2018. The new tranche had a principal amount of $30~~2021,~~000,~~ ~~with an original issue discount of $4,000. The convertible note is due 365 days from issuance, bears interest at 12% per annum and is convertible into common shares of~~ the Company atmade ~~65%~~several ~~multiplied~~payments ~~by the lowest traded price or lowest closing bid price during the 25 days the Company’s stock is tradable prior~~ to ~~the~~repay ~~conversion date. Further, if at any time~~ the ~~stock~~principal ~~price~~amount isof ~~less than~~ $0.30,000 anleaving additional 20% discount is applied and if at any time the conversion price is less than $0.01 an additional 10% is applied. Further, an additional 15% is applied if the Company fails to comply with its reporting requirements. During the period, all these additional discounts were triggered. The embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15. The initial fair value of the conversion feature was $391,837 and resulted in a ~~discount to the~~ note ~~payable~~balance of $~~26,000 and an initial derivative expense of $365,837~~0. ~~During the year ended December 31, 2020, $8,338 of principal and $500 of interest of a convertible note payable was converted into 1,000,000 shares of the Company’s common stock.~~

rl) On ~~March~~February 916, ~~2020~~2021, the Company ~~entered~~issued ~~into~~2,663,299 ashares ~~convertible~~of ~~promissory~~common ~~note~~stock ~~with~~to settle a ~~non-related~~June ~~party for $45~~20,~~000,~~ ~~of which $3~~2018,~~000~~ ~~was~~note anpayable ~~original issue discount resulting in cash proceeds to the Company~~ of $42380,000. ~~The note is due on March 2, 2021~~ and ~~bears~~accrued interest ~~on the unpaid principal balance at a rate~~ of ~~12%~~$26,153 ~~per~~owed ~~annum. Stringent pre-payment terms apply (from 15%~~ to ~~40%, dependent upon~~ the ~~timeframe~~current ofCOO ~~repayment during the note’s term)~~ and ~~any~~Director ~~part~~ of the ~~note~~Company. ~~which~~The isCompany ~~not~~recognized ~~paid~~the ~~when~~fair ~~due~~value ~~shall~~of ~~bear interest at~~ the ~~rate~~shares issued of ~~22%~~$74,572 ~~per~~and ~~annum from the~~ due ~~date~~to ~~until paid. The Note may be converted by~~ the ~~Lender~~related atparty ~~any~~nature ~~time after 180 days~~ of the ~~date~~transaction ofno ~~issuance~~gain ~~into~~was ~~shares~~recognized offor ~~Company’s~~the ~~common~~difference ~~stock~~between atthe afair ~~conversion~~value ~~price equal to 61%~~ of the ~~lowest~~shares ~~trading~~and ~~price during~~ the ~~15-trading~~extinguished ~~day period prior to the conversion date~~debt. The ~~note~~resulting difference was ~~repaid~~recorded ~~prior~~as toAdditional ~~becoming~~Paid-in ~~convertible,~~Capital ~~and~~in nothe ~~derivative~~amount ~~liability~~of ~~was recorded~~$328,919.

sm) On ~~April~~February 116, ~~2020~~2021, the Company ~~entered~~issued ~~into~~1,803,279 ashares ~~settlement~~of ~~agreement~~common stock to settle ~~two~~$247,270 ~~convertible~~from ~~notes~~a ~~with~~$275,000 ~~remaining~~note ~~principal~~payable ~~amounts~~dated ~~$74~~June 20,~~000~~ ~~and~~2018, which has a balance of $26331,~~000.~~304, ~~Pursuant~~including interest, to the ~~settlement~~current ~~agreement,~~Chairman and CEO of the Company. The Company also agreed to ~~pay~~issue ~~$100,000~~a tonew ~~settle~~note for the ~~principal~~remaining balance owed to the Chairman and ~~accrued~~CEO of $84,034, dated February 16, 2021. The note will bear interest at 5% per annum and ~~penalties~~is ~~relating~~due on June 30, 2021. The Company recognized the fair value of the shares issued of $50,492 and due to the ~~two~~related ~~convertible~~party ~~notes~~nature of the transaction no gain was recognized for the difference between the fair value of the shares and the extinguished debt. AsThe aresulting ~~result~~difference was recorded as Additional Paid-in Capital in the amount of $194,861. During the year ended December 31, 2021, the Company ~~recorded~~made aseveral ~~gain~~payments onto ~~settlement~~repay the principal amount of ~~debt~~$34,034 leaving a note balance of $~~312~~50,~~269~~000.

tn) OnDuring ~~April 10, 2020,~~ the ~~Company~~year ~~entered~~ended ~~into~~December ~~a convertible promissory note with a non-related party for $150~~31,~~000,~~ ~~of which $18~~2021,~~000~~ ~~was an original issue discount resulting in cash proceeds to~~ the Company ofmade ~~$132,000.~~several ~~The~~payments ~~note~~to isrepay ~~due on April 9, 2021 and bears interest on~~ the ~~unpaid~~ principal ~~balance~~amount ~~at a rate~~ of 12% per annum. The Note may be converted by the Lender at any time into shares of Company’s common stock at a conversion price equal to 65% of the lowest trading price during the 25-trading day period prior to the conversion date. Further, if at any time the stock price is less than $~~0.30~~7,000 anleaving additional 20% discount is applied and if at any time the conversion price is less than $0.01 an additional 10% is applied. Further, an additional 15% is applied if the Company fails to comply with its reporting requirements. During the period, all these additional discounts were triggered. The embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15. The initial fair value of the conversion feature was $507,847 and resulted in a ~~discount to the~~ note ~~payable~~balance of $~~132~~10,000 ~~and an initial derivative expense of $375,847~~. ~~During the year ended December 31, 2020, the Company incurred $15,000 of penalties which increased the principal amount of the note to $165,000.~~

uo) OnDuring ~~April 16, 2020,~~ the ~~Company~~year ~~entered~~ended ~~into~~December ~~a convertible promissory note with a non-related party for $128~~31,~~000,~~ ~~of which $3~~2021,~~000~~ ~~was an original issue discount resulting in cash proceeds to~~ the Company ofmade ~~$125,000.~~several ~~The~~payments ~~note~~to isrepay ~~due on April 9, 2021 and bears interest on~~ the ~~unpaid~~ principal ~~balance~~amount ~~at a rate~~ of ~~12% per annum. Stringent pre-payment terms apply (from 15% to 40%~~$39,150 ~~dependent~~leaving ~~upon~~a ~~the timeframe of repayment during the~~ note’s ~~term)~~balance ~~and any part~~ of the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company’s common stock at a conversion price equal to 61% of the lowest trading price during the 15-trading day period prior to the conversion date. The note was repaid prior to becoming convertible$10, ~~and no derivative liability was recorded~~850.

vp) On ~~May~~September 1123, ~~2020~~2021, the Company ~~entered~~repaid ~~into~~the ~~a settlement agreement to settle a convertible note with a~~ principal ~~balance~~amount of $~~266~~5,~~050 and accrued interest balance of $573,933. Pursuant to the settlement agreement, the Company agreed to pay $100,~~000 toleaving ~~settle~~a ~~the principal and accrued interest and penalties relating to the convertible~~ note. Asbalance ~~a result, the Company recorded a gain on settlement~~ of ~~debt of~~ $~~2,273,770~~0.

wq) OnDuring ~~May 12, 2020,~~ the ~~Company~~year ~~entered~~ended ~~into~~December ~~a convertible promissory note with a non-related party for $83~~31,~~000,~~ ~~of which $3~~2021,~~000~~ ~~was an original issue discount resulting in cash proceeds to~~ the Company ofmade ~~$80,000.~~several ~~The~~payments ~~note~~to isrepay ~~due on November 8, 2021 and bears interest on~~ the ~~unpaid~~ principal ~~balance~~amount ~~at a rate~~ of ~~12% per annum. Stringent pre-payment terms apply (from 15% to 40%~~$5,000 ~~dependent~~leaving ~~upon~~a ~~the timeframe of repayment during the~~ note’s ~~term)~~balance ~~and any part~~ of ~~the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid~~$0. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company’s common stock at a conversion price equal to 61% of the lowest trading price during the 15-trading day period prior to the conversion date. The note was repaid prior to becoming convertible, and no derivative liability was recorded.

x) On August 18, 2020, the Company entered into a settlement agreement to settle a convertible note with a principal balance of $100,479 and accrued interest balance of $228,661. Pursuant to the settlement agreement, the Company agreed to pay $140,000 in four monthly installments of $35,000 commencing August 19, 2020 and ending November 19, 2020 to settle the principal and accrued interest and penalties relating to the convertible note. As a result, the Company recorded a gain on extinguishment of debt of $500,565. During the year ended December 31, 2020, $4,562 of principal and $191 of interest of the convertible note payable was converted into 5,281,088 shares of the Company’s common stock.49

yr) On ~~August~~September 2723, ~~2020~~2021, the Company ~~executed~~repaid ~~a new, consolidated convertible note with a non-related party by extinguishing~~ the ~~promissory~~principal ~~note in the~~ amount of $~~150,000 with interest due of $~~2,~~055. The new convertible note is in the amount of $300,~~000 ~~(an~~leaving ~~additional $150,000 received), is due on or before July 31, 2021, has~~ a 12% per annum interest rate and may be converted into shares of the Company’s common stock at $0.05 per share. According to the terms of the agreement, the Company is to make $75,000 quarterly payments at the end of each calendar quarter, with a ten-day grace period or the note ~~becomes~~balance ~~in default. The Company also issued warrants to purchase 5,000,000 shares~~ of ~~common stock at an exercise price of~~ $0.06 for a term of 5 years. If at any time the convertible note becomes in default (failure to pay a scheduled payment), the number of warrants shall automatically be increased to 200% of the original warrants. The warrants qualified for derivative liability classification, and the Company calculated the fair value of the warrants on issuance at $196,765. The Company recognized a loss on settlement of the nonconvertible note of $196,765. On October 10, 2020, the Company failed to make the first $75,000 quarterly payment, with a ten-day grace period. As a result, the convertible became due immediately, and the warrants increased from 5,000,000 to 10,000,000.

z)The following Ontable ~~September~~summarizes ~~3, 2020, the Company entered into a settlement agreement to settle a~~ convertible ~~note~~notes ~~with~~payable aas ~~principal balance~~ of $39,170 and accrued interest balance of $12,831. Pursuant to the settlement agreement, the Company agreed to pay $100,000 in four monthly installments of $25,000 commencing September 8, 2020 and ending December 831, ~~2020~~2021 ~~to settle the principal~~ and ~~accrued interest and penalties relating to the convertible note. As a result, the Company recorded a loss on extinguishment of debt of $10,273. During the year ended~~ December 31, 2020~~, $7,168 of principal of the convertible note payable was converted into 8,000,000 shares of the Company’s common stock.~~:

aa) On September 22, 2020, the Company entered into a convertible promissory note with a non-related party for $53,500, of which $3,500 was an original issue discount resulting in cash proceeds to the Company of $50,000. The note is due on March 21, 2022 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 15% to 40%, dependent upon the timeframe of repayment during the note’s term) and any part of the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company’s common stock at a conversion price equal to 61% of the lowest trading price during the 15-trading day period prior to the conversion date. As the note is not convertible until 180 days following issuance, no derivative liability was recognized as of December 31, 2020.

Type	Original Amount		Origination Date	Maturity Date	Annual Interest Rate			Balance at September 30, 2021			Balance at December 31, 2020
Convertible Note Payable (s)	$	65,000	12/06/2018	12/06/2019		12	%	$	-		$	46
Convertible Note Payable (t)	$	75,000	03/18/2019	12/13/2019		24	%	$	-		$	177,795
Convertible Note Payable (u)	$	30,000	03/06/2020	03/05/2021		12	%	$	-		$	21,662
Convertible Note Payable (v)	$	150,000	04/10/2020	04/09/2021		12	%	$	25,000		$	165,000
Convertible Note Payable (w)	$	300,000	08/27/2020	07/31/2021		12	%	$	270,000		$	300,000
Convertible Note Payable (x)	$	53,500	09/22/2020	03/21/2022		12	%	$	-		$	53,500
Convertible Note Payable (y)	$	87,500	09/24/2020	Demand		8	%	$	-		$	40,000
Convertible Note Payable (z)	$	200,000	10/07/2020	10/06/2021		5	%	$	-		$	200,000
Convertible Note Payable (aa)	$	200,000	10/16/2020	10/15/2021		5	%	$	-		$	200,000
Convertible Note Payable (bb)	$	300,000	11/11/2020	11/10/2021		5	%	$	-		$	300,000
Convertible Note Payable (cc)	$	150,000	12/29/2020	12/28/2021		5	%	$	-		$	150,000
Convertible Note Payable (dd)	$	150,000	01/27/2021	01/27/2022		5	%	$	-		$	-
Convertible Note Payable (ee)	$	128,000	02/22/2021	02/22/2022		12	%	$	-		$	-
Convertible Note Payable (ff)	$	200,000	03/18/2021	03/18/2022		5	%	$	-		$	-
Convertible Note Payable (gg)	$	83,000	03/26/2021	03/26/2022		12	%	$	-		$	-
Convertible Note Payable (hh)	$	43,000	04/05/2021	04/05/2022		12	%	$	-		$	-
Convertible Note Payable (ii)	$	200,000	04/14/2021	04/14/2022		5	%	$	-		$	-
Convertible Note Payable (jj)	$	128,000	05/03/2021	05/03/2022		12	%	$	-		$	-
Convertible Note Payable (kk)	$	226,162	11/04/2021	11/04/2022		19	%	$	203,546		$	-
Convertible Note Payable (ll)	$	1,465,300	11/30/2021	11/30/2023		5	%	$	1,465,300		$	-
Subtotal								$	1,963,846		$	1,608,003
Debt discount								$	(17,738	)	$	-
Balance, net								$	1,946,108		$	1,608,003
Less current portion								$	(480,808	)	$	(1,554,503	)
Total long-term									1,465,300			53,500
* Embedded conversion feature accounted for as a derivative liability at period end ** Currently in default

bbs) OnDuring ~~September 24, 2020, a non-related promissory noteholder assigned its promissory note to a different non-related party. The balance of~~ the ~~note~~year ~~assigned~~ended ~~was~~December ~~$87~~31,~~500.~~ ~~On September 25~~2021, ~~2020,~~ the Company ~~amended~~settled ~~a promissory note to add a conversion feature making~~ the ~~note convertible at $0.001 per share, with all other terms~~ remaining ~~the~~outstanding ~~same. As the instruments were substantially different, the promissory note was considered to be extinguished. As a result, the Company recorded a loss on extinguishment of~~ debt of $~~3,298,750.~~46 ~~During~~and ~~the~~accrued ~~year~~interest ~~ended~~of ~~December 31, 2020,~~ $471,~~500~~863 ofthrough ~~principal~~an ofacknowledge from the ~~convertible~~creditor ~~note~~that ~~payable~~no ~~was~~further ~~converted~~amounts ~~into~~were ~~47,500,000 shares of the Company’s common stock~~owing.

cct) OnDuring ~~October~~the 7year ended December 31, ~~2020~~2021, the Company ~~entered~~repaid ~~into~~$70,000 aof the convertible ~~promissory~~ note ~~with~~payable aand ~~non-related~~settled ~~party~~the ~~for~~remaining ~~$200,000.~~outstanding ~~The~~debt ~~note~~of ~~is due on October 6~~$107,795 ~~2021~~ and ~~bears~~accrued interest onof ~~the~~$76,569 ~~unpaid~~through ~~principal balance at~~ a ~~rate~~cash payment of 5%$40,000 ~~per~~and ~~annum.~~the ~~The~~issuance ~~Note~~of ~~may~~8,000,000 beshares ~~converted~~of bycommon ~~the~~stock ~~Lender~~ at ~~any~~a ~~time~~fair ~~after~~value ~~6-months~~ of ~~the~~$124,000 ~~date~~resulting ofin ~~issuance~~a ~~into~~gain ~~shares~~on settlement of ~~Company’s~~debt ~~common stock at a conversion price~~ of $0.20,364.

ddu) On ~~October~~May 167, ~~2020~~2021, the Company ~~entered~~deemed ~~into~~in athe ~~convertible~~best ~~promissory~~interest ~~note~~to settle the convertible debt with a non-related party ~~for~~and ~~$200,000.~~allow ~~The~~for ~~note~~the iscashless ~~due~~exercise onto ~~October~~purchase 151,921,875 ~~2021~~shares ~~and~~of ~~bears interest on~~ the ~~unpaid~~Company's ~~principal~~common ~~balance~~stock at athe rate of 5%$0.032 per ~~annum~~share. ~~The~~In ~~Note~~addition, ~~may~~the benon-related ~~converted~~party byshall release 60,072,853 shares to the ~~Lender~~agreed atupon ~~any~~payment ~~time~~terms ~~after~~of ~~6-months~~$36,994 cash. During the year ended December 31, 2021, the Company incurred additional default penalties of $15,174 on the ~~date~~convertible note and settled the outstanding debt of ~~issuance~~$36,836 ~~into~~and accrued interest of $3,657 through a cash payment of $36,994 and the cashless exercise to purchase 1,921,875 shares of the Company’'s common stock atwith a ~~conversion~~fair ~~price~~value of $034,594 resulting in a loss on settlement of debt of $31,095.~~20.~~

ee) On November 11, 2020, the Company entered into a convertible promissory note with a non-related party for $300,000. The note is due on November 10, 2021 and bears interest on the unpaid principal balance at a rate of 5% per annum. The Note may be converted by the Lender at any time after 6-months of the date of issuance into shares of Company’s common stock at a conversion price of $0.15.50

ffv) On ~~November~~April 2010, 2020, the Company entered into a ~~settlement~~convertible ~~agreement~~promissory tonote ~~settle~~with a ~~convertible~~non-related ~~note~~party ~~with~~for a$150,000, ~~remaining~~of ~~principal~~which ~~amount~~$18,000 was an original issue discount resulting in cash proceeds to the Company of $~~154~~132,~~330~~000. The note is due on April 9, 2021 and ~~accrued~~bears interest on the unpaid principal balance at a rate of ~~$166,932~~12% per annum. ~~Pursuant~~The Note may be converted by the Lender at any time into shares of Company's common stock at a conversion price equal to 65% of the ~~settlement~~lowest ~~agreement,~~trading price during the ~~Company~~25-trading ~~agreed~~day period prior to ~~issue~~the 15conversion date. Further,~~000~~ if at any time the stock price is less than $0.30,~~000~~ ~~common~~an ~~shares~~additional 20% discount is applied and if at any time the conversion price is less than $0.01 an additional 10% is applied. Further, an additional 15% is applied if the Company fails to comply with aits reporting requirements. During the year, all these additional discounts were triggered. The embedded conversion option qualified for derivative accounting and bifurcation under ASC 815-15. The initial fair value of the conversion feature was $~~309~~507,~~000~~847 toand ~~settle~~resulted in a discount to the ~~principal~~note ~~and~~payable ~~accrued~~of ~~interest~~$132,000 and an initial derivative expense of $375,847. During the year ended December 31, 2020, the Company incurred $15,000 of penalties ~~relating~~which toincreased the ~~convertible~~principal amount of the note to $165,000. AsDuring athe ~~result~~year ended December 31, 2021, the Company ~~recorded~~settled a$140,000 ~~gain~~of onoutstanding ~~settlement~~debt ofthrough ~~debt~~cash payments totaling $125,000 and the forgiveness of the $115,~~362~~000 penalty,~~268~~ leaving a note balance of $25,000.

ggw) OnDuring the year ended December 2931, ~~2020~~2021, the Company ~~entered~~repaid ~~into a convertible promissory note with a non-related party for~~ $~~150~~30,000. ~~The note is due on December 28, 2021 and bears interest on the unpaid principal balance at a rate~~ of ~~5% per annum. The Note may be converted by~~ the ~~Lender~~note, atleaving ~~any time after 6-months of the date of issuance into shares of Company’s common stock at~~ a ~~conversion~~note ~~price~~balance of $0270,000.~~10.~~

46x) On September 22, 2020, the Company entered into a convertible promissory note with a non-related party for $53,500, of which $3,500 was an original issue discount resulting in cash proceeds to the Company of $50,000. The note is due on March 21, 2022 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 15% to 40%, dependent upon the timeframe of repayment during the note's term) and any part of the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company's common stock at a conversion price equal to 61% of the lowest trading price during the 15-trading day period prior to the conversion date. During the year ended December 31, 2021 the Company repaid the $53,500 note as well as $25,882 of interest and prepayment penalties. As the note was repaid prior to becoming convertible no derivative liability was recognized.

~~NOTE~~y) 7During –the ~~DERIVATIVE~~year ~~LIABILITIES~~ended December 31, 2021 the Company issued 25,000,000 common shares upon the conversion of $25,000 of the convertible note payable, leaving a note balance of $15,000. On October 11, 2021, the Company issued 15,000,000 common shares upon the conversion of the remaining $15,000 of the convertible note payable, leaving a note balance of $0.

~~The~~z) ~~embedded~~On ~~conversion~~October ~~option~~7, of2020, ~~(1)~~ the Company entered into a convertible ~~debentures~~ ~~described~~promissory innote ~~Note~~with 6a ~~and~~non-related ~~(2)~~party ~~warrants~~for $200,000. ~~containing~~The ~~conversion~~note ~~features~~is ~~that~~due ~~qualify~~on ~~for~~October ~~embedded~~6, ~~derivative~~2021 ~~classification~~and ~~as described~~bears ~~further~~interest inon ~~Note~~the 10unpaid principal balance at a rate of 5% per annum. The ~~fair~~Note ~~value~~may be converted by the Lender at any time after 180 days of the ~~liabilities~~date ~~will~~of beissuance ~~re-measured~~into shares of Company's common stock at ~~the~~a ~~end~~conversion price of ~~every~~$0.20. ~~reporting~~As ~~period~~the ~~and~~stock price at the ~~change in~~issuance ~~fair~~date ~~value~~was ~~will~~lesser bethan ~~reported~~the ineffective conversion price, it was determined that no beneficial conversion feature exists. The Company determined that there was no derivative liability associated with the ~~statement~~debenture ofunder ~~operations~~ASC as815-15 Derivatives and Hedging. On November 30, 2021, the Company rolled this debt into a ~~gain~~new orconvertible ~~loss~~promissory onnote ~~derivative~~with ~~financial~~the ~~instruments~~same creditor. Refer to note 6(ll).

~~Upon~~aa) ~~the~~On ~~issuance~~October of16, 2020, the Company entered into a convertible ~~notes~~promissory ~~payable described~~note inwith ~~Note~~a 6non-related party for $200,000. ~~the~~The ~~Company~~note ~~concluded~~is ~~that~~due iton ~~only~~October ~~has~~15, ~~sufficient~~2021 ~~shares~~and tobears ~~satisfy~~interest on the ~~conversion~~unpaid ofprincipal ~~some~~balance ~~but~~at ~~not~~a ~~all~~rate of ~~the~~5% ~~outstanding convertible~~per ~~notes,~~annum. ~~warrants~~The ~~and~~Note ~~options.~~may ~~The~~be ~~Company~~converted ~~elected~~by tothe ~~reclassify~~Lender ~~contracts~~at ~~from~~any ~~equity~~time ~~with~~after ~~the~~180 ~~earliest~~days ~~inception~~of the date ~~first. As~~of aissuance ~~result,~~into ~~none~~shares of ~~the~~ Company’'s ~~previously~~common ~~outstanding~~stock ~~convertible~~at ~~instruments~~a ~~qualified~~conversion ~~for~~price ~~derivative~~of ~~reclassification,~~$0.20. ~~however, any~~As ~~convertible~~the ~~securities~~stock ~~issued~~price ~~after~~at the ~~election,~~issuance ~~including~~date ~~the~~was ~~warrants~~lesser ~~described~~than inthe ~~Note~~effective 10conversion price, ~~qualified~~it ~~for~~was ~~derivative~~determined ~~classification~~that no beneficial conversion feature exists. The Company ~~reassesses~~determined ~~the~~that ~~classification~~there ofwas ~~the~~no ~~instruments~~derivative atliability ~~each~~associated ~~balance~~with ~~sheet~~the ~~date.~~debenture Ifunder ~~the~~ASC ~~classification~~815-15 ~~changes~~Derivatives asand aHedging. ~~result~~On ~~of events~~November ~~during~~30, ~~the period~~2021, the ~~contract~~Company isrolled ~~reclassified~~this asdebt ofinto ~~the~~a ~~date~~new ofconvertible promissory note with the ~~event~~same ~~that~~creditor. ~~caused~~Refer ~~the~~to ~~reclassification~~note 6(ll).

~~The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities.~~51

	December 31, 2020			December 31, 2019
Balance at the beginning of period	$	10,517,873		$	322,976
Original discount limited to proceeds of convertible notes		166,000			540,750
Change in fair value of embedded conversion feature		5,424,692			12,912,201
Settlement of derivative instruments		(4,876,287	)		(3,258,054	)
Balance at the end of the period	$	11,429,043		$	10,517,873

bb)

On November 11, 2020, the Company entered into a convertible promissory note with a non-related party for $300,000. The note is due on November 10, 2021 and bears interest on the unpaid principal balance at a rate of 5% per annum. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company's common stock at a conversion price of $0.15. As the stock price at the issuance date was lesser than the effective conversion price, it was determined that no beneficial conversion feature exists. The Company determined that there was no derivative liability associated with the debenture under ASC 815-15 Derivatives and Hedging. On November 30, 2021, the Company rolled this debt into a new convertible promissory note with the same creditor. Refer to note 6(ll).

~~The~~cc) On December 29, 2020, the Company ~~uses~~entered ~~Level~~into 3a ~~inputs~~convertible ~~for~~promissory ~~its~~note ~~valuation methodology~~with a non-related party for $150,000. The note is due on December 28, 2021 and bears interest on the ~~embedded~~unpaid principal balance at a rate of 5% per annum. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company's common stock at a conversion ~~features~~price ~~and~~of ~~warrant~~$0.10. ~~liabilities~~As asthe ~~their~~stock ~~fair~~price ~~values~~at ~~were~~the issuance date was lesser than the effective conversion price, it was determined bythat ~~using~~no beneficial conversion feature exists. The Company determined that there was no derivative liability associated with the ~~Binomial~~debenture ~~Model based~~under onASC ~~various~~815-15 ~~assumptions~~Derivatives and Hedging. On November 30, 2021, the Company rolled this debt into a new convertible promissory note with the same creditor. Refer to note 6(ll).

~~Significant~~dd) ~~changes~~On inJanuary ~~any~~27, of2021, ~~these~~the ~~inputs~~Company inentered ~~isolation would~~into ~~result~~a inconvertible apromissory ~~significant~~note ~~change~~with ina ~~the~~non-related ~~fair~~party ~~value~~for ~~measurement~~$150,000. AsThe ~~required~~note is due on January 26, ~~these~~2022 ~~are~~and ~~classified~~bears ~~based~~interest on the ~~lowest~~unpaid ~~level~~principal balance at a rate of ~~input that~~5% isper ~~significant~~annum. The note may be converted by the lender at any time before 180 days of the date of issuance into shares of Company's common stock at a conversion price equal to $0.10. As the ~~fair~~stock ~~value~~price ~~measurement~~at the issuance date was lesser than the effective conversion price, it was determined that no beneficial conversion feature exists. The ~~following~~Company ~~table~~determined ~~shows~~that there was no derivative liability associated with the ~~assumptions~~debenture ~~used~~under inASC 815-15 Derivatives and Hedging. On November 30, 2021, the ~~calculations:~~Company rolled this debt into a new convertible promissory note with the same creditor. Refer to note 6(ll).

	Expected Volatility		Risk-free Interest Rate		Expected Dividend Yield			Expected Life (in years)
At issuance	212-358	%	0.25-1.47	%		0	%	1.00-5.00
At December 31, 2020	121-262	%	0.10-0.36	%		0	%	0.25-4.65

ee)

On February 22, 2021, the Company entered into a convertible promissory note with a non-related party for $128,000, of which $3,000 was an original issue discount resulting in cash proceeds to the Company of $125,000. The note is due on February 22, 2022 and bears interest on the unpaid principal balance at a rate of 12% per annum. Stringent pre-payment terms apply (from 15% to 40%, dependent upon the timeframe of repayment during the note's term) and any part of the note which is not paid when due shall bear interest at the rate of 22% per annum from the due date until paid. The Note may be converted by the Lender at any time after 180 days of the date of issuance into shares of Company's common stock at a conversion price equal to 61% of the lowest trading price during the 15-trading day period prior to the conversion date. As the stock price at the issuance date was lesser than the effective conversion price, it was determined that no beneficial conversion feature exists. During the year ended December 31, 2021 the Company repaid the $

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