Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) October 4, 2023

 

PCT LTD

(Exact name of registrant as specified in its charter)

 

Nevada	000-31549	90-0578516
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

4235 Commerce Street Little River, South Carolina	29566
(Address of Principal Executive Offices)	(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 

Item 7.01 Regulation FD Disclosure.

 

On or about October 4, 2023, the Registrant intends to post a stockholder update letter to its corporate website, www.pctl.com. A copy of the letter is attached hereto as Exhibit 99.1

 

The letter contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are necessarily based on certain assumptions and are subject to significant risks and uncertainties. These forward-looking statements are based on management’s expectations as of the date hereof. The Registrant does not undertake any responsibility for the adequacy, accuracy or completeness or to update any of these statements in the future. Actual future performance and results could differ from that contained in or suggested by these forward-looking statements.

 

The information in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to Item 7.01 of this Current Report on Form 8-K in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)       Exhibits:

 

Exhibit No.		Description
99.1		Stockholder update letter dated October 4, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

PCT LTD

 

 

By: /s/ Gary J. Grieco             

Gary J. Grieco, CEO

 

Date: October 4, 2023

Exhibit 99.1

October 4, 2023

 

Dear valued PCT LTD stockholders,

 

We have received stockholder requests, specifically for information regarding PCT LTD’s current SEC filing status and financial information.

SEC Filing Status

Until PCT LTD’s 2022 10-K and subsequent 2023 10-Q financial statements can be audited, its SEC filing status will remain delinquent. Currently, the company is not in the financial position to pay the estimated $90,000 in audit and accounting fees for the 2022 10-K, nor the estimated $25,000 for each subsequent 2023 10-Q for a total of $165,000.

The company is utilizing funds to purchase parts to assemble equipment to sell and lease the equipment within the Oil & Gas and other industries, whereby generating revenue to begin the audit and accounting process and subsequent SEC report filings.

 

Unaudited and Unreviewed Consolidated Financial Information (000’s)

			1st Qtr		2nd Qtr		3rd Qtr		Total 2023
	FYE 2022		3/31/2023		6/30/2023		9/30/2023		To-Date
Revenue	$1,265		$625		$317		$348		$1,290
Operating Expenses	($3,357)		($400)		($226)		($271)		($897)
Other Income (net)	$1,845		($156)		$435		($122)		$157
Income (Loss) before income tax	($247)		$69		$526		($45)		$550

 

 

Art Abraham, PCT LTD’s Chief Financial Officer’s podcast will be uploaded to the pctl.com website on October 5^th. Topics to be covered are:

·

21st Century Energy

o

Fluid producing equipment in Texas and Oklahoma

o

Sales / Project Manager

o

Fluid Sales / Orders

·

PCT Corporation

o

Cannabis industry

o

Sales of Equipment and parts

o

Government Contracts

o

R & D to create and develop fluid producing equipment suitable for:

§

Hotels

§

Correctional facilites

·

Items of interest affecting the 2023 financial statements:

o

Auctus Settlement Agreement – April 2023

o

Sale of the Healthcare division - May 2023

o

Major Debt reduction - May 2023

 

We appreciate all our stockholders’ support during this past year – and several years prior. We want you to know that we are committed to making PCT LTD one of the top companies in our industry. We have and will continue to strive to increase stockholder value by seeking new opportunities while continuing to strengthen our company as we take PCT LTD to new heights during the remainder of 2023 and beyond.

Cover	Oct. 04, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 04, 2023
Entity File Number	000-31549
Entity Registrant Name	PCT LTD
Entity Central Index Key	0001119897
Entity Tax Identification Number	90-0578516
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	4235 Commerce Street
Entity Address, City or Town	Little River
Entity Address, State or Province	SC
Entity Address, Postal Zip Code	29566
City Area Code	843
Local Phone Number	390-7900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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