Ontario NOT DEAD confirmed in 10Q
NOTE 13. SUBSEQUENT EVENTS
2705908 Ontario Inc.
On July 12, 2019, the Company entered into a binding Letter of Intent (“LOI”) to negotiate in good faith a transaction with 2705908 Ontario Inc. for a definitive loan and option agreement to include the acquisition of at least 51% control of the Company, in addition to the other terms and commitments. On July 30, 2019, the LOI due diligence and negotiations were slated to terminate, but both parties agreed to extend the term of the LOI through August 19, 2019. On August 19, 2019 the Company and 2705908 Ontario Inc. allowed the LOI to expire but continue discussions.
On July 30, 2019, the Company accepted a settlement proposal from Annihilare, Inc. (a sub-registrant of the Company’s US EPA Registration No. 92108-1) and its affiliated company, Prime ITS (a prior owner of Annihilyzer Inc, which transferred previously noted intangible IT assets to PCT LTD for 2,250,000 shares of the Company’s common stock in November of 2016). The settlement agreement included credit to the Company by Prime ITS in the gross amount of $23,209 on the Company’s payable to Prime ITS for a combination of a portion of Marty Paris’ salary, a resignation from Marty Paris effective July 31, 2019, and equal valued amount of PCT’s inventory, for net credit to PCT in the amount of $13,939, which was received by the Company on July 31, 2019. The transaction was completed on August 1, 2019.
On August 8, 2019, the Company received notice from PRIME ITS that certain technology services utilized by the Company shall cease to be provided, effective September 8, 2019. The Company will obtain competitive quotes from other technology services providers.
On August 8, 2019, the Company received notice from Annihilare, Inc. that certain intellectual properties developed jointly between the Company and Annihilare are to be discontinued from use by the Company and its customers. The Company disputes the claims from Annihilare that the intellectual properties are exclusively Annihilare’s and are in discussions with Annihilare on this point. Until this issue is resolved, the impact to the Company is minimal because the Company’s healthcare customers primarily benefit from the disinfecting fluid solutions utilized by deploying the Company’s Annihilyzer Infection Control System, along with the Company-owned, patent-protected RFID disinfectant/material tracking system. The disputed issue is relative to a protocol software system, which is not a necessary feature of the Company’s Annihilyzer Infection Control System. The protocol software system is considered a complimentary feature and the Company expended employee time and expertise in its development.
On August 12, 2019, the Company amended the Employment Contract with F. Jody Read, CEO, whereby 500,000 Preferred Series B shares will be issued to Read as soon as the Preferred Series B shares are designated with the State of Nevada. All other terms of the January 1, 2019 employment agreement remain in effect.
On August 12, 2019, the Company entered into a four-year employment agreement with Gary, J. Grieco, its President, whereby Mr. Grieco will continue to receive $24,000 per year for services to Company as its President and whereby 500,000 Preferred Series B shares will be issued to Grieco as soon as the Preferred Series B shares are designated with the State of Nevada. The employment agreement begins on August 12, 2019, is automatically renewable for two years unless terminated earlier as per the terms of the agreement.
Effective August 20, 2019, the Company filed a Certificate of Designation with the Nevada Secretary of State thereby designating 1,000,000 shares of its authorized preferred stock as Series B – Super Voting Convertible Preferred Stock. Holders of the Series B Preferred Stock are entitled to cast five hundred votes for each share held on all matters presented to stockholders for vote, which shall vote along with holders of the Company’s common stock. In addition, the Series B Preferred Stock shall be redeemed at par value by the Company upon the successful receipt by the Company of at least $1,000,000 in equity capital following the issuance of the Series B Preferred Stock.
From July 1, 2019 through August 9, 2019, the Company issued a total of 157,924,689 shares of common stock upon the conversion of $113,847 of principal, $7,132 of interest and of fees pursuant to the convertible notes payable described in Note 6.
On August 16, 2019, the Company issued 5,989,500 shares of common stock upon the cashless exercise of 6,000,000 warrants.
The number of shares outstanding of the registrant’s common stock as of September 12, 2019 was 240,774,150 which does not include 59,225,850 shares of common stock reserved against default/conversion of convertible debt. --- I was correct on this point
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