See accompanying notes to the interim financial statements.

POINT OF CARE NANO-TECHNOLOGY, INC.

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended April 30, 2022 and 2021

(Unaudited)

See accompanying notes to the interim financial statements.

POINT OF CARE NANO-TECHNOLOGY, INC.

INTERIM CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

For the Nine-Month Period Ended April 30, 2022

For the Nine-Month Period Ended April 30, 2021

See accompanying notes to the interim financial statements.

POINT OF CARE NANO-TECHNOLOGY, INC.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended April 30, 2022 and April 30, 2021

(Unaudited)

See accompanying notes to the interim financial statements.

POINT OF CARE NANO-TECHNOLOGY, INC.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Month Period Ended April 30, 2022

(Unaudited)

Item 1. Financial Statements.

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

Condensed Balance Sheets

See accompanying notes to unaudited condensed financial statements

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

Condensed Statements of Operations

(Unaudited)

See accompanying notes to unaudited condensed financial statements

See accompanying notes to unaudited condensed financial statements

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

Condensed Statements of Cash Flows

(Unaudited)

See accompanying notes to unaudited condensed financial statements

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(UNAUDITED)

NOTE 1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Organization and Basis of Presentation

Alternative Energy and Environmental Solutions, Inc. (the "Company"“Company”) was incorporated under the laws of the State of Nevada on June 10, 2010, under the name of “Alternative Energy and Environmental Solutions, Inc.” On August 28, 2014, the Company filed an amendment to market an innovative new biotechnology that utilizes nutrient stimulants - organic microbes -its Articles of Incorporation changing the name of the Company to extract coalbed methane more efficiently in high-production as well as from low-producing, depleted and abandoned coalmines in the U.S. Coalbed methane is a clean-burning natural gas used for heating in homes and is used to generate electricity.

“Unique Growing Solutions, Inc.” On March 31, 2015, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Point of Care Nano-Technology, Inc.”

From February 2015 through July 2016, the Company’s business model related to the planning for the development and then manufacture of saliva-based medical diagnosis products under a certain license agreement (the “License Agreement”) with Lamina Equities Corporation.

The Company was not successful in its endeavors related to the License Agreement and discontinued the majority of its operations by July 31, 2016. Beginning from August 2016, the Company’s plan, which it has since discontinued, was to provide business services and financing to emerging growth entities. The Company’s plan of operation over the next 12 months is to seek new business assets in the life sciences industry. The Company cannot make any guarantee that it will be successful in achieving this goal.

On August 28, 2014,April 15, 2021, the Company filed an amendment to its Articlesaccepted the resignations of Incorporation changing the name ofDr. Guirguis and Mr. El-Salhy, received a mutual release from both, and appointed Mr. Nicholas DeVito as Director, Chief Executive Officer and Chief Financial Officer.

On April 11, 2022, the Company, through DSI, acquired an exclusive license to “Unique Growing Solutions,distribute certain intellectual property in animal nutrition and animal supplements from Cedoga Consulting, LLC (“Cedoga”). On April 19, 2022, DSI signed an exclusive sales and promotion agreement with Lucy Pet Products Inc.” (“Lucy”) pursuant to which Lucy will manufacture, market and distribute pet products from the Cedoga intellectual property.

The accompanying unaudited condensedCompany’s principal executive office location and mailing address is 109 Ambersweet Way, Davenport, FL 33897.

These financial statements have been prepared in accordance with generally accepted principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern. At April 30, 2022, the Company had not yet achieved profitable operations and had accumulated losses of $120,284,254 since its inception, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

The sole director and executive officer owns, directly, beneficially and in the aggregate, the majority of the voting power of the outstanding capital stock of the Company. Accordingly, the sole director and executive officer has the ability to control the approval of most corporate actions, including approving significant expenses, increasing the authorized capital and the dissolution, merger, or sale of the Company’s assets.

While the information presented in the accompanying interim nine month financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s July 31, 2021 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s July 31, 2021 annual financial statements. Operating results for the nine months ended April 30, 2022 are not necessarily indicative of the results that can be expected for the year ended July 31, 2022.

The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America and included the rules and regulationsaccounts of the Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.its wholly owned subsidiary, Duo Sciences Inc.

It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.

(B) Use of Estimatesestimates

In preparingThe preparation of financial statements in conformity with accounting principles generally accepted accounting principles,in the United States of America requires management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosuredisclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reportedreporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Change in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.   Significant estimates include valuation of equity based on transactions and the valuation on deferred tax assets.

(C) Cash and Cash EquivalentsChange in significant accounting policies

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At April 30, 2015 and July 31, 2014, the Company hadThere has been no cash equivalents.

(D) Loss Per Share

In accordance with thechange in accounting guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings per Share, basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

Since the Company reflected a net loss for the nine months ended April 30, 2015 and 2014, the effect of 5,473,397 and 6,155,100 warrants, respectively, is anti-dilutive. A separate computation of diluted loss per share is not presented.

(E) Income Taxes

The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable incomepolicies from disclosed in the years in which those temporary differences are expected to be recovered or settled.  Under ASC Topic 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. 

(F) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(G) Revenue Recognition

The Company will recognize revenue on arrangements in accordance with FASB ASC Topic 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(UNAUDITED) 

(H) Fair Value of Financial Instruments

The carrying amounts on the Company’s financial instruments including accounts payable and notes payable, approximate fair value duenoted to the relatively short period to maturity for these instruments.

(I) Recent Accounting Pronouncements

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “ Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, is to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective foraudited financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-04, “Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets”, permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”, provides guidance to customers about whether a cloud computing arrangement includes a software license. If such an arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for it as a service contract. For public business entities, the ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-06, “Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions”, specifies that, for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”. The update gives entities a single comprehensive model to use in reporting information about the amount and timing of revenue resulting from contracts to provide goods or services to customers. The proposed ASU, which would apply to any entity that enters into contracts to provide goods or services, would supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, the update would supersede some cost guidance included in Subtopic 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts. The update removes inconsistencies and weaknesses in revenue requirements and provides a more robust framework for addressing revenue issues and more useful information to users of financial statements through improved disclosure requirements. In addition, the update improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. The update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(UNAUDITED)

NOTE 2NOTES PAYABLE

On October 10, 2014, the Company issued an unsecured promissory note to an unrelated party in the amount of $100,000 which is due on or before the 90^th day from October 10, 2014. On March 2, 2015, the company repaid $35,000 of the loan. The remaining loan balance due is $65,000 as of April 30, 2015. The note bears interest at a rate of 9% per annum.   As of April 30, 2015, the Company recorded $4,519 in accrued interest and the note is in default.

On August 29, 2014 the Company entered into a promissory note with an unrelated party. This is a non-interest bearing loan for $14,444 and is due on demand. For the nine months ended April 30, 2015 the Company recorded $795, as an in-kind contribution of interest (see note 4(A)).

On November 13, 2012, the Company received $6,034 from an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. For the year ended July 31, 20142021. 

Recent accounting pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company recorded $387 as an in-kind contributionthey are issued, which may be in advance of interest. For the nine months ended April 30, 2015 and 2014 the Company recorded $304 and $287 respectively, as an in-kind contribution of interest (see Note 4(A)).

On August 23, 2011, the Company issued an unsecured promissory note in the amount of $10,000 which was due on August 23, 2012 and bearing compounding interest at a rate of 6% per annum.   Interest on the outstanding principal balance is payable quarterly in arrears on the last day of each calendar quarter.their effective date. The Company is currently in defaultdoes not expect the adoption of this note and expectsrecently issued accounting pronouncements to make the necessary payments whenever the Company is able to make such payments.  Then on December 28, 2011, the Company issued an additional unsecured promissory note in the amount of $10,000 which was due on December 28, 2012 and bearing compounding interest athave a rate of 6% per annum.   Interest on the outstanding principal balance is payable quarterly in arrears on the last day of each calendar quarter. The Company is currently in default of these notes and expects to make the necessary payments whenever the Company is able to make such payments.  As of April 30, 2015 and April 30, 2014, the Company recorded $4,663 and $3,237, in accrued interest, respectively.

NOTE 3NOTES PAYABLE - RELATED PARTY

On November 4, 2013, the Company issued an unsecured promissory note to a related party in the amount of $100,000 which is due on February 3, 2014. The note bears interest at a rate of 8% per annum.  On August 1, 2014 the Company repaid the $100,000 note and $5,333 of accrued interest.  As of April 30, 2015 and July 31, 2014, the Company recorded $0 and $6,060, respectively, in accrued interest (see Note 6).

During the year ended July 31, 2013, a related party paid $2,023 in expenses on Company’s behalf in exchange for a note payable.  Pursuant to the terms of the note, the note was non-interest bearing, unsecured and was due on demand. During the year ended July 31, 2014, the same related party paid $1,500 in expensessignificant impact on the Company’s behalf in exchange for a note payable. Pursuant to the termsresults of the note, the note is non-interest bearing, unsecured and is due on demand.. For the year ended July 31, 2014 the Company recorded $42 as an in-kind contribution of interest. The note was repaid in full during the year ended July 31, 2014 (see Notes 4(A) & 6).operations, financial position, or cash flow.

On June 10, 2013, theThe Company received $7,694 from a related party. Pursuant to the termshas authorized capital of the note, the note was non-interest bearing, unsecured and was due on demand. For the year ended July 31, 2014, the Company recorded $129 as an in-kind contribution100,000,000 shares of interest. The note was repaid in full during the year ended July 31, 2014 (see Notes 4(A) & 6). 

NOTE 4STOCKHOLDERS’ DEFICIENCY

(A) In-Kind Contribution

For the nine months ended April 30, 2015, a shareholder of the Company contributed services having a faircommon stock, par value of $10,400 (See Note 6).

For the year ended July 31, 2014, a shareholder of the Company contributed services having a fair value of $15,600 (See Note 6).

For the nine months ended April 30, 2015, the Company recorded a total of $1,100 as an in-kind contribution of interest (See Notes 2 & 6).

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(UNAUDITED)

For the year ended July 31, 2014, the Company recorded a total of $557 as an in-kind contribution of interest (See Notes 2, 3 & 6).

(B) Warrants

The following tables summarize all warrant grants for the nine months ended April 30, 2015, and the related changes during these periods are presented below.

Of the total warrants outstanding, 5,473,397 are fully vested, exercisable and non-forfeitable.

These warrants are immediately exercisable at $0.83$0.0001 per share, and are immediately callable by the Company if the Company’s common10,000,000 shares of “blank check” preferred stock, trades for a periodpar value of 20 consecutive days at an average trading price of $1.00$0.0001 per share, or greater. This option gives the Company the right, but not the obligation to repurchase theof which 1,000 shares of common stock.have been designated as Series A Nonconvertible Preferred Stock (the “Series A Preferred Stock”). During the nine months ended April 30, 2015 and year ended July 31, 2014, the average trading price exceeded $1.00 per share and the options are callable by2022, the Company although none havehad the following transactions:

On June 8, 2022, the Company received approval from the Financial Industry Regulatory Authority to effect a 50:1 reverse split of the Company’s outstanding common stock. The split was reflected in the public markets on June 9, 2022. and has been calledgiven retroactive disclosure in the financial statements. Accordingly all references to date.common shares in these financial statements reflect the reverse split.

During the nine months ended April 30, 2015,On August 2, 2021, the Company issued 352,7251,000 Series A Preferred Stock to Nicholas DeVito, the Company’s Chief Executive Officer as compensation. The Preferred Stock gives DeVito 80% control of the voting stock of the Company.

On April 15, 2022, as part of the Settlement agreement (see below), the Company received and cancelled 520,000 shares of common stock (26,000,000 pre reverse split shares).

There were no transactions in connection with the exercise ofCompany’s common or preferred stock warrants, for proceeds of approximately $273,902 and a subscription receivable of $18,859.

Duringin the year ended July 31, 2014,2021.

There were no warrants or options outstanding as of April 30, 2022.

On April 15, 2021, the Company issued 328,978formed a wholly owned subsidiary, Duo Sciences Inc. (“DSI”) and transferred all Company debts relating to the License Agreement business and the License Agreement to DSI to be split off to Dr. Guirguis in exchange for 520,000 share (26,000,000 shares of common stock, in connection with the exercise of stock warrants, for proceeds of approximately $273,056.

(C) Payments made on the Company’s behalf

For the nine months ended April 30, 2015, a related party paid legal expenses on behalf of the Company totaling $2,612, which was forgiven and recorded as an in-kind contribution of capital.

(D) Common stock issued in connection with release and settlement agreement

For the nine months ended April 30, 2015, the Company issued 100,000 shares valued at $260,000 ($2.60/share), in connection with release and settlement agreement entered on October 7, 2014 (See Note 5).

(E) Common stock cancellations

On February 25, 2015, the Company entered into two separate Cancellation Agreements, one with the former sole officer and sole director, and one with an affiliate of the Company under which a total of 11,500,000 sharespre reverse split) of the Company’s common stock par value $0.0001 per share, were cancelledheld by Dr. Guirguis. This transaction closed on March 26, 2022 with Dr. Guirguis giving up and transferring to DSI all the rights, title and interest in return the two persons received an aggregate520,000 shares and DSI contributing all of $115,000.the legacy business debt and the License Agreement to DRG Transfer, Inc, a Nevada corporation, and transferring all of the outstanding capital stock in DRG Transfer, Inc. to Dr. Guirguis.

(F) Common stock issued in connection with employment agreement

On February 26, 2015,April 11, 2022, the Company, entered intothrough its wholly owned subsidiary DSI, acquired an employment agreement with its new CEO. Forexclusive license to distribute in the nine months ended April 30, 2015, the Company issued 37,500,000 shares valued at a fair value of $118,125,000 ($3.15/share). Fair value is based on the closing price of the stock on the date of grant.

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(UNAUDITED)

NOTE 5COMMITMENTS AND CONTINGENCIES

On June 4, 2010, the Company entered into a consulting agreement with a related party to receive administrativeUSA, Canada and other miscellaneous services.Mexico, certain intellectual property in animal nutrition and animal supplements from Cedoga Consulting, LLC. The Company is requiredreceives 10% of all licensing fees due to pay $4,500 a month. The agreement is to remainCedoga in effect unless either party desires to cancel the agreement.

On August 1, 2014, the Company entered into an Employment Agreement with a memberexchange for 300,000 post reverse split shares of the board of directors to serve as the Chief Executive Officer, President, and Chief Financial Officercommon stock of the Company. Pursuant toUnder the Agreement and in consideration for his services as the sole officerterms of the Company,agreement, the Company immediately issued 25 million shares of the Company’s common stock to the new CEO. At the time, the CEO had control of over 50% of the Company’s common stock, giving the CEO control of the Company. In addition, pursuant to the Agreement, the CEO was to be paid $240,000 in base salary per year and, once a Certificate of Designation of “Series A Preferred Stock” was filed with the Secretary of State of the State of Nevada, the CEO was to be issued shares of the Company’s Series A Series Preferred Stock. Subsequently,will pay royalties from sub-licensing on October 7, 2014, the Company entered into a settlement and release agreement with the CEO.   In connection with the release and settlement agreement, the CEO submitted his resignation and the future issuance of shares of preferred stock was cancelled.

In addition, the Company agreed to the following additional terms in connection with the release:basis:

On February 25, 2015,April 19, 2022, DSI signed an exclusive sales and promotion sub-licensing agreement with Lucy Pet Products Inc. (“Lucy”) pursuant to which Lucy will manufacture, market and distribute pet products derived from the Cedoga intellectual property. The terms of the sub-licensing agreement are as follows:

On May 11, 2022, the Company signed an Employment Agreementreceived the first payment from Lucy of $100,000 under its sub-license agreement with Dr. Guirguis (the “Employment Agreement”). PursuantLucy and remitted $90,000 to Cedoga according to the Employment Agreement,Cedoga license agreement.

On June 8, 2022, the Company appointed Dr. Guirguis as Chief Executive Officer ofreceived approval from the Company effective as of February 26, 2015 (the “Employment Effective Date”). The Company will pay Dr. Guirguis an annual salary of $350,000. In addition, within twenty days of the Employment Effective Date, the Company will issue 37,500,000 sharesFinancial Industry Regulatory Authority to effect a 50:1 reverse split of the Company’s outstanding common stock to Dr. Guirguis (the “Stock Issuance”).stock. The Stock Issuance will result in a change of control of the Company. For the nine months ended April 30, 2015, the Company issued 37,500,000 shares with a fair value of $118,125,000 ($3.15/share), (See Note 4(F)), Fair value is based on the closing price of the stock on the date of grant. In addition, during the nine months ended April 30, 2015, the Company paid expenses previously incurred by CEO in the amount of $45,000 andsplit was recorded as an additional compensation expense and approved by the Company’s Board of Directors. For the nine months ended April 30, 2015 the compensation expense is $94,000.

On February 25, 2015, the Company entered into a License Agreement with Lamina Equities Corporation (“Lamina”). Lamina is a private corporation over which Dr. Raouf Guirguis has sole control. Pursuant to the License Agreement, the Company agreed to pay $1,000 to Lamina in exchange for an exclusive worldwide license to Lamina’s intellectual property relating to diagnosing illness in humans via a saliva test. In addition, the Company will pay total regulatory milestone payments of up to $10,000 and a royalty of 7.5% of Net Sales to Lamina based on the following terms within 30 days after the achievement of each of the following milestones:

For the nine months ended April 30, 2015 the Company paid and expensed $1,000 for the licensing rights and no other milestones have been met.

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(UNAUDITED)

NOTE 6RELATED PARTY TRANSACTIONS

On November 19, 2014, the Company recorded $7,500 as a bonus to the former CEO, for his extra time involved with negotiating and concluding the settlement and release agreement with the CEO with the employment agreement dated August 1, 2014 and the release date of October 7, 2014. 

On November 4, 2013, the Company issued an unsecured promissory note to a related party in the amount of $100,000 due February 3, 2014 and bearing interest at a rate of 8% per annum. On August 1, 2014 the Company repaid $100,000 of the loan balance and $5,333 of accrued interest. As of April 30, 2015 and July 31, 2014, the Company recorded $0 and $6,060, respectively, in accrued interest (See Note 3).

For the nine months ended April 30, 2015, a related party paid legal expenses on behalf of the Company totaling $2,612, which was forgiven and recorded as an in-kind contribution of capital (See Note 4 (C)).

During the year ended July 31, 2013, a related party paid $2,023 in expenses on Company’s behalf in exchange for a note payable.  Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. During the year ended July 31, 2014, the same related party paid $1,500 in expenses on the Company’s behalf in exchange for a note payable. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. For the year ended July 31, 2014 the Company recorded $42 as an in-kind contribution of interest. The note was repaid in full during the year ended July 31, 2014 (See Notes 3 & 4(B)).

During the year ended July 31, 2013 the Company received $7,694 from a related party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. The note was repaid in full during the year ended July 31, 2014 (See Notes 3 & 4(B)).

For the nine months ended April 30, 2015, the Company recorded a total of $1,100 as an in-kind contribution of interest (See Note 4).

For the year ended July 31, 2014 the Company recorded a total of $557 as an in-kind contribution of interest (See Notes 2, 3 & 4(B)).

For the nine months ended April 30, 2015, a shareholder of the Company contributed services having a fair value of $10,400 (See Note 4 (A)).

For the year ended July 31, 2014, a shareholder of the Company contributed services having a fair value of $15,600 (See Note 4(A)).

NOTE 7NOTE RECEIVABLE

On November 13, 2013 the Company advanced $25,000 to an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. The Company recorded an allowance for doubtful accounts of $25,000 as of April 30, 2015 and July 31, 2014 for this note.  

NOTE 8GOING CONCERN

As reflected in the accompanyingpublic markets on June 9, 2022.and has been given retroactive disclosure in the financial statements, the Company has minimal operations, a working capital and stockholders’ deficiency of $284,593, used cash in operations of $312,663 and has a net loss of $118,670,714 for the nine months ended April 30, 2015. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.statements.

ItemITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following plan of operations provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto.

The following discussion and analysis containsshould be read in conjunction with our unaudited financial statements and the notes to those financial statements that are included elsewhere in this Form 10-Q. Our discussion includes forward-looking statements whichbased upon current expectations that involve risks and uncertainties. Our actual results may differ significantly from the results,uncertainties, such as our plans, objectives, expectations and plans discussedintentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “predict,” and similar expressions to identify forward-looking statements. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved..

Overview and Plan of Operation

The Company wasWe were incorporated as “Alternative Energy & Environmental Solutions, Inc.” in the State of Nevada on June 10, 2010, to bring to marketdevelop and license itsan innovative new biotechnology for the environmentally friendly and cost-effective extraction of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S. We were not successful in developing that business and discontinued its biotechnology related operations. We changed our name in 2014 to Unique Growing Solutions, Inc. and again in 2015 to Point of Care Nano-Technology, Inc.

On August 22, 2012, a three–for-one forward stock split was declared effective for stockholders of record on June 5, 2012.

On February 25, 2015, the Companywe entered into a License Agreementlicense agreement (the “License Agreement”) with Lamina Equities Corporation (“Lamina”). Lamina is a private corporation over which Dr. Raouf Guirguis has sole control. Pursuant, to the License Agreement, the Company agreed to pay $1,000 to Lamina in exchange for an exclusive worldwide license to Lamina’s intellectual property relating tofor diagnosing illness in humans via a saliva test. In addition,During the Company will pay total regulatory milestone paymentspast few years, we have not had the financial resources to pursue business development relating to the Lamina license.

Also on April 15, 2021, we agreed to form a subsidiary and transfer all of our debts relating to the License Agreement business and the License Agreement to this subsidiary to be split off to Dr. Guirguis in exchange for 26,000,000 shares of our common stock held by Dr. Guirguis. This transaction closed on March 26, 2022 with Dr. Guirguis giving up and transferring to $10,000us all right title and a royalty of 7.5% of Net Sales (as definedinterest in the 26,000,000 shares of our common stock and our contributing all of our legacy business related debt and the License Agreement)Agreement to Lamina.DRG Transfer, Inc, a Nevada corporation, and transferring all of the outstanding capital stock in DRG Transfer, Inc. to Dr. Guirguis.

The Company’s new business model relates to using its license from Lamina to first develop and then manufacture saliva-based medical diagnosis products. The Company is no longer engaged in the extraction of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S.

In addition to developing the medical diagnosis products, the Company’sOur plan of operation overfor the next 12 months is to continueseek and acquire new business assets in the life sciences industry and begin operations with these new assets. To that end, on April 11, 2022, we, through our wholly owned subsidiary, Duo Sciences Inc. (“DSI”), acquired an exclusive license to decrease costs of operation. The Company cannot make any guarantee that itdistribute certain intellectual property in animal nutrition and animal supplements from Cedoga Consulting, LLC, and on April 19, 2022, we, through DSI, signed an exclusive sales and promotion agreement with Lucy Pet Products Inc. (“Lucy”) pursuant to which Lucy will be successful in decreasing its costs of operation.manufacture, market and distribute on our behalf pet products created from the Cedoga intellectual property.

Recent Events

On August 28, 2014,June 8, 2022, we received approval from the Company filed an amendment to its Articles of Incorporation changing the nameFinancial Industry Regulatory Authority of the Company to “Unique Growing Solutions, Inc.”

On March 31, 2015,50:1 reverse split of our outstanding common stock. The reverse stock split was reflected in the Company filed an amendment to its Articlesprice per share of Incorporation changing the name of the Company to “Point of Care Nano-Technology, Inc.”

Change in Control

Simultaneously with the signing of the License Agreement, on February 25, 2015, the Company entered into two separate Cancellation Agreements. One Cancellation Agreement was with Mr. Peter Coker, formerly its sole officer and sole director, and one Cancellation Agreement was with Ms. Linda Hiatt, formerly an affiliate of the Company (collectively, the “Cancellation Agreements”). Pursuant to the Cancellation Agreements, Mr. Coker and Ms. Hiatt agreed to have the Company cancel, in total, 11,500,000 shares of the Company’sour common stock that they used to own. In return, Mr. Coker and Ms. Hiatt received a total of $115,000 fromon the Company.OTC Markets Pink tier on June 9, 2022.

Simultaneously with the signing of the License Agreement, on February 25, 2015, the Company signed an Employment Agreement with Dr. Guirguis (the “Employment Agreement”). Pursuant to the Employment Agreement, the Company appointed Dr. Guirguis as Chief Executive Officer of the Company effective as of February 26, 2015 (the “Employment Effective Date”). Dr. Guirguis is also a member of the Company’s board of directors. The Company will pay Dr. Guirguis an annual salary of $350,000. In addition, the Company issued 37,500,000 shares of the Company’s common stock to Dr. Guirguis (the “Stock Issuance”). Dr. Guirguis chose to have the Company issue some of the Stock Issuance shares to other people including 1,500,000 shares issued to Mr. Ayman Elsalhy, a member of the Company’s board of directors. Dr. Guirguis now controls 26,000,000 shares directly and 2,500,000 shares indirectly via his wife’s ownership of those shares. Dr. Guirguis controls 63.53% of the Company’s shares.RESULTS OF OPERATIONS

Limited Operating History

We have not previously demonstrated that we will be able to expand our business. We cannot guarantee that the expansion efforts described in this annual report will be successful. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our renovation services offering.

Results of Operations

Comparison of Three Months Ended April 30, 2022 and 2021

Revenues

Our total revenue was $100,000 and $-0- for the three monthsthree-month periods ended April 30, 20152022 and 20142021, respectively. The increase in revenue was due to the license fees accrued from the exclusive sales and promotion agreement we signed with Lucy on April 19, 2022.

Cost of Goods Sold

Revenue:RevenuesOur cost of goods sold was $-0- for each of the three monthsthree-month periods ended April 30, 2015 were $0, compared with $0 in2022 and 2021. 

Operating Expenses (including Selling, General and Administrative Expenses)

For the three monthsthree-month period ended April 30, 2014, reflecting no change, which was primarily attributable to the lack of ability to secure a strategic partner and operations to generate revenue.

Total Operating Expenses: Total2022, our operating expenses increased to $105,837 from $-0- for the three monthsthree-month period ended April 30, 2015 were $118,274,633 compared with $50,427 in the three months ended April 30, 2014, reflecting an increase of $118,224,206.2021. The increase was primarily attributabledue to royalty fees and increased consulting, legal, filing and investor expenses.

Net Other Income (Expense)

Our net other income (expense) was $-0- for each of the stock based compensation of Dr. Guirguis, our Chief Executive Officer.

Loss from Operations:Loss from operations for the three monthsthree-month periods ended April 30, 2015 were $118,274,633 compared with $50,427 in2022 and 2021. 

Income Tax Expense

Income tax expense was $-00 for each of the three monthsthree-month periods ended April 30, 2014, reflecting an2022 and 2021.

Net Loss

As a result of the foregoing factors, we had a net loss of $5,837 for the three-month period ended April 30, 2022, as compared to $0 for the three-month period ended April 30, 2021.

Comparison of Nine Months Ended April 30, 2022 and 2021

Revenues

Our total revenue was $100,000 and $-0- for the nine-month periods ended April 30, 2022 and 2021, respectively. The increase of $118,224,206.in revenue was due to the license fees accrued from the sales and promotion agreement we signed with Lucy on April 19, 2022.

Operating Expenses (including Selling, General and Administrative Expenses)

For the nine-month period ended April 30, 2022, our operating expenses increased to $161,887 from $-0- for the nine-month period ended April 30, 2021.  The increase was primarily attributabledue to royalty fee and increased consulting, legal, filing and investor expenses.

Net Other Income (Expense)

For each of the stock based compensationnine-month periods ended April 30, 2022 and 2021, we had net other income (expense) of Dr. Guirguis, our Chief Executive Officer.$-0-.

Income Tax Expense

Income tax expense was $-0- for each of the he nine-month periods ended April 30, 2022 and 2021.

Net lossLoss: We incurred

As a result of the foregoing factors, we had a net loss of $118,280,020 in$61,887 for the three monthsnine-month period ended April 30, 2015,2022, as compared to a net loss of $55,686 in$-0- for the three monthsnine-month period ended April 30, 2014, reflecting an increase of $118,224,334. The increase was primarily attributable to the stock based compensation of Dr. Guirguis, our Chief Executive Officer.2021.

Comparison for the nine months endedLIQUIDITY AND CAPITAL RESOURCES