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Re: gosox12 post# 159168

Friday, 04/23/2021 9:31:30 AM

Friday, April 23, 2021 9:31:30 AM

Post# of 200858
gosox: Quiet Period Question and More

Most likely. Anything that has a $ sign followed by number. They could announce product releases, marketing, advertising campaign, and the like. But as a practical matter, most companies' quiet periods are only 2 to 3 weeks per quarter, so they generally cautiously manage all non-continuous marketing and communication around these black-out period. The SEC is notoriously fickle if they believe management or an insider violated their rules. And it is easier for a large company to show a "firewall" between the marketing & Sale dept and the finance & executive reporting dept. Finally, most small companies generally do not take more than 45 days to file. So PCTL and shareholders pay a particular price for taking so long to file. But I do understand why a small company like PCTL would struggle each quarter to account for so many new and changing complex loans arrangements. Maybe this will get clean-up a bit With RB financing, and reporting can happen faster in the future.

Some posters have questioned whether RB Capital would be considered an insider. Based on my read of the publicly available documents, I believe the answer is no. Here's Why. I have not attempted to estimate the number of shares that RB may have had. The figure other posters have stated is a bit north of 50 million shares, but I have not seen how they calculated this number. I may attempt this calculation in the future if PCTL becomes more than just play-money investment.

However, for now I will just note there are several agreements that seems to limit the total number of PCTL shares RB could own to 4.99% of the total I believe 5%+ is the threshold for the definition of an "insider" investor. Based on this, I believe RB is intentionally avoiding being classified as an insider. This also means RB would avoid getting involved with PCTL management and making executive decisions.

I haven't looked into how the 5% would be applied in PTCL case (issued shares only or fully diluted. And are derivative liability shares included the fully diluted calculation??). If it was just based on issued shares, then as of March 31, 5% would be ~37.5 million shares. So it is quite possible, that if RB had more then 37 million shares, that they might need to sell some shares to get below that mark. As far as some posters believing RB is intentionally dumping shares at the expense of other shareholders, I think this is unlikely. here is why.

For sake of argument, if RB had 50 million shares and wish to sell them all, we can easily see it would be difficult to get 2 cents a share for all of them. if they could average sell at 1.5 cents, what would they get?: $750,000? In exchange for risking at least $1.2 million in loans at 5% that PCTL couldn't payback if they had no reasonable business prospects or flat-out failed??

However, I do understand the sediments of bearish posters and may address their position and thoughts in a future post.
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