Executive Overview

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

PCT LTD had not recorded revenues for the two fiscal years prior to its acquisition of Paradigm and was dependent upon financing to continue basic operations. Paradigm has recorded revenue since it initiated operations in 2012; however, those revenues have not been sufficient to finance operations. The Company recorded net income of $220,544 for the nine-months ended September 30, 2022 and accumulated losses of $29,378,449 from inception through September 30, 2022.

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

The expected costs for the next twelve months include:





          •   continuation of commercial launch of non-toxic 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;




          •   continued research and development on product generation units
              including those designed for on-site deployment at customers'
              facilities;




          •   accelerated research and development and initial commercialization
              on applications of the products in the agricultural sector, most
              specifically with respect to abatement of a specific crop disease
              crisis caused by a bacterium in the U.S. and elsewhere;




  • acquiring available complementary technology rights;




  • payment of short-term debt;




  • general and administrative operating costs.

Management projects these costs to total approximately $2,580,000 in 2023. To minimize these costs, the Company intends to maintain its practice of controlling operating overheads with efficient facilities commitments, generally below market salaries and consulting fees, and rigorous prioritization of expenditure requirements. Based on its understanding of the commercial readiness of its products and technologies, the capabilities of its current personnel, established business relationships and the general market conditions, management believes that the Company expects to be covering its fixed operating expenses ("burn rate") by the end of the second quarter of 2023.

In August of 2022, we announced that we are in the process of segregating te Healthcare and Oil & Gas technologies into separate wholly-owned subsidiaries to capitalize on marketing opportunities. The PCT Healthcare division is being rebranded with assets transferred into 21stCentury Healthcare, Inc. while the PCT Oil & Gas division will be rebranded with assets transferred into 21st Century Energy Solutions, Inc. 21st Century Healthcare, Inc. intends to build and market equipment and fluids specifically to the healthcare industry. 21st Century Energy Solutions, Inc. intends to market oil and gas technologies and services to the Oil & Gas industry. Both new entities anticipate marketing directly to their customer base and form strategic partnerships with companies that are heavily engaged in both Healthcare and Oil & Gas, respectively.





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PCT believes that this will open additional investment and strategic alliance opportunities. PCT has found there is much more opportunity to attract the necessary investment and alliances to assure the funds will be used in the areas of investment interest while each company focuses on their specific market.

Liquidity and Capital Resources

A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate generating sufficient positive internal operating cash flow until such time as we can deliver our products to market and generate substantial revenues, which may take the next full year to fully realize, if ever. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to significantly curtail our operations. This would materially impact our ability to continue operations.

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