PCT Ltd (PCTL)

[TheElephantintheRoom]

CEO share disclosures

I am semi-retired financial exec, so I do this for fun, but there are limits. After all, I am enjoying retirement and have a several portfolios to keep track up. However, this PCTL company, I do find very fascinating. Any-hoo, Namtae comments on CEO share disclosure and Form 4 got me to dig a little deeper. Some of you may already know this, so forgive me if I am rehashing old news, but I am new on the board and I don’t know if there is a way to post some of this information in the intro section above the post section, cuz browsing through old posts to find topics previously covered is a pain in the rear.

So, on Sept. 18,2020 PCTL/CEO file an OTCQB Certification with the OTC Market. In the OTCQB Certification, PCTL states that they file under Section 15(d) of the Exchange Act. According to Securtieslawyer101.com, section 15d reporting classification exempts PCTL with complying with some of the Exchange Act’s disclosure requirements including the proxy rules and third-party tender offers, beneficial ownership reporting and short-swing profit liability. Here are links to the OTCQB Cert and exemption:
https://backend.otcmarkets.com/otcapi/company/financial-report/259588/content
https://www.securitieslawyer101.com/2014/section-15-d-reporting/

Now I am not an expert by any means on Form 4 filing requirements, and Namtae may know a lot more on this subject than I, but my read of this is that PCTL does NOT have to file Form 4. But PCTL does disclose shares granted to, and owned by all officers on directors on the OTCQB Cert and 10K. Below is an excerpt from the 10K covering shares granted:

On January 1, 2020, the Company entered into a four-year employment agreement with Gary, J. Grieco, its President and CEO, whereby Mr. Grieco will receive $48,000 per year commencing April 1, 2020, and receive 15,000,000 shares of the Company’s common stock for services to the Company as its President and CEO. In addition, once monthly revenue exceeds monthly expenses the salary will be increased and Mr. Grieco will be issued an additional 10,000,000 shares of the Company’s common stock. The employment agreement begins on January 1, 2020, and is automatically renewable for two years unless terminated earlier as per the terms of the agreement.

On February 11, 2020, the Company received a $1,500 advance from the President of the Company and a $2,000 advance from a Director of the Company. The advances are unsecured, non-interest bearing and due on demand.

On February 16, 2021, the COO and Director of the Company converted the June 20, 2018 consolidated note of $380,000 USD into 2,663,299 shares of the Company’s common stock, fully extinguishing the prior consolidated note.

On February 16, 2021, CEO and Chairman of the Company converted $275,000 of his June 20, 2018 consolidated note (totaling $3850,000) into 1,803,279 shares of the Company’s common stock. A new note in the amount of $84,034 was executed with a 5% per annum interest rate and a June 30,2021 maturity date.

On March 1, 2021, the Company released an additional vested 375,000 shares of common stock to its current COO and Director, as per the Company employment agreement with the executive.

Now the OTCQB Cert does raise some other questions, but to answer the question that seems to be of big concern to several posters: - With shares being issued like a machinegun, is the CEO secretly gaining shares that are not being disclosed in some form or fashion?, the answer appears to be NO. We may not like what is being reported, but it appears that PCTL is disclosing this information within the minimum legal requirement.