| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 20549 |
| AMENDMENT NO. 1 |
| FORM 10-Q/A |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☒ FOR THE QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934PERIOD ENDED: January 31, 2023
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended April 30, 2015
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______to______.to
Commission File Number:333-170118000-56356
POINT OF CARE NANO-TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 27-2830681 | |
(State or
| (I.R.S. Employer
|
| ||
| 109 Ambersweet Way Davenport, FL , 33897 | ||
| (Address of principal executive offices) (Zip Code) | ||
| (732)723-7395 | ||
| ( | ||
919-933-2720
(Registrant’s telephone number, including area code)
n/a
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrantregistrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐x No ☒o
Indicate by check mark whether the registrantRegistrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantRegistrant was required to submit and post such files). Yes ☐ xNo ☒o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”,filer,” “accelerated filer”filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| o | Large accelerated filer | o | Accelerated | |||
| Non-accelerated Filer | Smaller | |||||
| o | Emerging growth company | |||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ oNo ☒x
AsIf 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 June 24, 2015, there were 44,859,253the Exchange Act. o
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Not applicable. | ||||
The number of the registrant’s shares $0.0001 par value per share, of common stock outstanding.outstanding was as of March 15, 2023.
1
EXPLANATORY NOTE
POINT OF CARE NANO-TECHNOLOGY, INC.
(F/K/A UNIQUE GROWING SOLUTIONS, INC.This Amendment No. 1 (the “Amendment”)
to the Quarterly Report on Form 10-Q for the
Period Ended April 30, 2015 quarterly period ended on January 31, 2023 (the “Form 10-Q”), of Point of Care Nano-Technology, Inc. (the “Company”) is being filed solely to clarify disclosure relating to the termination of that certain asset purchase agreement dated December 12, 2022 between the Company and Global Foods Group, LLC, as discussed in Note 9 (Subsequent Events) to the financial statements below and in the Overview section of Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations. This Amendment does not reflect events or developments that have occurred after the date of the Form 10-Q and, except as indicated above, does not modify or update disclosures presented in the Form 10-Q in any way.
INDEX
Table of Contents
POINT OF CARE NANO-TECHNOLOGY, INC.
FORM 10-Q
TABLE OF CONTENTS
CAUTIONARY STATEMENT ONNOTE REGARDING FORWARD-LOOKING INFORMATIONSTATEMENTS
This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements”for Point of Care Nano-Technology, Inc. may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions,1934. Such forward-looking statements may include wordsare characterized by future or conditional verbs such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,“intend,” “project,“anticipate,” “forecast,believe,” “potential,”“estimate” and “continue” negatives thereof or similar expressions. Forward-lookingwords. You should read statements speak only asthat contain these words carefully because they discuss future expectations and plans, which contain projections of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressedfinancial condition or implied by suchstate other forward-looking statements.
We cannot predict all of the risksinformation. Such statements are only predictions, and uncertainties. Accordingly, such information should not be regarded as representations that theour actual results or conditions describedmay differ materially from those anticipated in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumedWe believe that it is important to communicate future results of our operations, including statements about potential acquisition or merger targets; business strategies;expectations to investors. However, there may be events in the future cash flows; financing plans; plans and objectives of management, any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that we are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events andable to accurately predict or control. Factors that may cause such differences include, but are subjectnot limited to, risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events describeddiscussed under Item 1A. Risk Factors in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
CERTAIN TERMS USED IN THIS REPORT
When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Point of Care Nano-Technology, Inc. (f/k/a Unique Growing Solutions, Inc.). “SEC” refers toCompany’s 10K filed with the Securities and Exchange Commission.Commission (“SEC”) on October 25, 2022.
2
Except as otherwise indicated, the information presented in this 10-Q reflects our 3-for-1 forward stock split, which became effective as of August 22, 2012.
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
POINT OF CARE NANO-TECHNOLOGY, INC.
INTERIM BALANCE SHEETS
As of January 31, 2023 and July 31, 2022
(Unaudited)
| Jan 31, 2023 | July 31, 2022 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 6,704 | $ | 3,198 | ||||
| Prepaid Expenses | 3,050 | 2,917 | ||||||
| Current Assets | 9,754 | 6,115 | ||||||
| Intangible Asset - License (Note 7) | 121,165 | 123,466 | ||||||
| Total Assets | $ | 130,920 | 129,581 | |||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable and Accrued Expenses | $ | 235,899 | $ | 213,335 | ||||
| Total Liabilities | 235,899 | 213,335 | ||||||
| Stockholders’ Deficit | ||||||||
| Preferred Stock, par value $ (Note 5) shares authorized; shares issued and outstanding | 1 | 1 | ||||||
| Common Stock, par value $ (Note 5) shares authorized; shares issued and outstanding | 940 | 940 | ||||||
| Share Subscriptions Received (Note 5) | 20,000 | - | ||||||
| Treasury Stock - shares | (520 | ) | (520 | ) | ||||
| Additional Paid-In Capital | 120,191,707 | 120,191,707 | ||||||
| Accumulated Deficit | (120,317,107 | ) | (120,275,882 | ) | ||||
| Total Stockholders’ Deficit | (104,979 | ) | (83,754 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 130,920 | $ | 129,581 | ||||
See accompanying notes to the interim financial statements.
3
POINT OF CARE NANO-TECHNOLOGY, INC.
INTERIM STATEMENTS OF OPERATIONS
For the Three and Six Months Ended January 31, 2023 and January 31, 2022
(Unaudited)
| For the Three Months Ended | For the Three Months Ended | For the Six Months Ended | For the Six Months Ended | |||||||||||||
| Jan 31, 2023 | Jan 31, 2022 | Jan 31, 2023 | Jan 31, 2022 | |||||||||||||
| Operating Expenses | ||||||||||||||||
| Amortization Expense | $ | 1,151 | $ | - | $ | 2,301 | $ | - | ||||||||
| General and Administrative Expense | 3,634 | 4,823 | 27,356 | 12,356 | ||||||||||||
| Professional Fees | 8,370 | 8,972 | 11,568 | 43,693 | ||||||||||||
| Officer Compensation | - | - | - | 1 | ||||||||||||
| Operating expenses | 13,155 | 13,795 | 41,225 | 56,050 | ||||||||||||
| Net Loss and Comprehensive Loss | (13,155 | ) | (13,795 | ) | (41,225 | ) | (56,050 | ) | ||||||||
| Weighted average Net Loss per share, basic and diluted | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.04 | ) | $ | (0.00 | ) | ||||
| Weighted average number of common shares outstanding | 940,621 | 46,981,059 | 940,621 | 46,981,059 | ||||||||||||
Item 1. Financial Statements.See accompanying notes to the interim financial statements.
4
POINT OF CARE NANO-TECHNOLOGY, INC.
INTERIM STATEMENTS OF EQUITY
For the Six Month Period Ended January 31, 2023 and January 31, 2022
(Unaudited)
| Total | ||||||||||||||||||||||||||||||||||||||||
| Share Subscription | Additional | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Received | Treasury Stock | Paid-In Capital | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| # | $ | # | $ | $ | # | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Balance, July 31, 2022 | 1,000 | 1 | 940,621 | 940 | - | (520,000 | ) | (520 | ) | 120,191,707 | (120,275,882 | ) | (83,754 | ) | ||||||||||||||||||||||||||
| Share Subscription Received | - | - | - | - | 20,000 | - | - | - | - | 20,000 | ||||||||||||||||||||||||||||||
| Net Loss | - | - | - | - | - | - | - | - | (41,225 | ) | (41,225 | ) | ||||||||||||||||||||||||||||
| Balance, Jan 31, 2023 | 1,000 | $ | 1 | 940,621 | $ | 940 | $ | 20,000 | (520,000 | ) | $ | (520 | ) | $ | 120,191,707 | $ | (120,317,107 | ) | $ | (104,979 | ) | |||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||||||||||
| Share Subscription | Additional | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Received | Treasury Stock | Paid-In Capital | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| # | $ | # | $ | $ | # | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Balance, July 31, 2021 | - | - | 46,981,059 | 4,698 | - | - | - | 120,187,429 | (120,212,367 | ) | (20,240 | ) | ||||||||||||||||||||||||||||
| Shares Issued | 1,000 | 1 | - | - | - | - | - | - | - | 1 | ||||||||||||||||||||||||||||||
| Net Loss | - | - | - | - | - | - | - | - | (56,050 | ) | (56,050 | ) | ||||||||||||||||||||||||||||
| Balance, Jan 31, 2022 | 1,000 | $ | 1 | 46,981,059 | $ | 4,698 | - | - | - | $ | 120,187,429 | $ | (120,268,417 | ) | $ | (76,289 | ) | |||||||||||||||||||||||
See accompanying notes to the interim financial statements.
5
POINT OF CARE NANO-TECHNOLOGY, INC.
INTERIM STATEMENTS OF CASH FLOWS
For the Six Months Ended January 31, 2023 and January 31, 2022
(Unaudited)
| For the Six Months Ended | For the Six Months Ended | |||||||
| Jan 31, 2023 | Jan 31, 2022 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Loss | $ | (41,225 | ) | $ | (56,050 | ) | ||
| Non Cash Expense: | ||||||||
| Amortization | 2,301 | - | ||||||
| Officer Compensation | - | 1 | ||||||
| Change in Working Capital Items: | ||||||||
| Accounts payable and Accrued expenses | 22,564 | 56,049 | ||||||
| Prepaid expense | (133 | ) | - | |||||
| Net Cash Used by Operating Activities | (16,494 | ) | - | |||||
| Cash Flows from Financing Activities: | ||||||||
| Share Subscriptions Received | 20,000 | - | ||||||
| Net Cash Provided by Financing Activities | 20,000 | - | ||||||
| Change in cash for the period | 3,506 | - | ||||||
| Beginning Cash | 3,198 | - | ||||||
| Ending Cash | $ | 6,704 | $ | - | ||||
See accompanying notes to the interim financial statements.
6
POINT OF CARE NANO-TECHNOLOGY, INC.
INTERIM FINANCIAL STATEMENTS
For the Six Months Ended January 31, 2023 and January 31, 2022
(Unaudited)
| Note 1 | COMPANY AND BACKGROUND |
Point of Care Nano-Technology, Inc.
(f/k/a Unique Growing Solutions, Inc.)
Condensed Balance Sheets
| April 30, 2015 | July 31, | |||||||
| (Unaudited) | 2014 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 2,864 | $ | 177,181 | ||||
| Total Assets | $ | 2,864 | $ | 177,181 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable & Accrued Expenses | $ | 172,041 | $ | 218,727 | ||||
| Accrued Interest Payable | 9,938 | 4,313 | ||||||
| Notes Payable | 105,478 | 26,034 | ||||||
| Notes Payable - Related Party | - | 100,000 | ||||||
| Total Liabilities | 287,457 | 349,074 | ||||||
| Commitments and Contingencies (See Note 5) | ||||||||
| Stockholders' Deficiency | ||||||||
| Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued and outstanding | - | - | ||||||
| Common stock, $0.0001 par value; 100,000,000 shares authorized,44,859,253 shares and 18,406,528 issued and outstanding, respectively | 4,486 | 1,841 | ||||||
| Subscription receivable | (18,859 | ) | - | |||||
| Additional paid-in capital | 119,661,556 | 1,087,328 | ||||||
| Accumulated deficit | (119,931,776 | ) | (1,261,062 | ) | ||||
| Total Stockholders' Deficiency | (284,593 | ) | (171,893 | ) | ||||
| Total Liabilities and Stockholders' Deficiency | $ | 2,864 | $ | 177,181 | ||||
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)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| April 30, 2015 | April 30, 2014 | April 30, 2015 | April 30, 2014 | |||||||||||||
| Operating Expenses | ||||||||||||||||
| Professional fees | $ | 24,185 | $ | 12,017 | $ | 42,855 | $ | 35,357 | ||||||||
| Consulting Expense | 15,000 | 13,500 | 95,500 | 40,663 | ||||||||||||
| Stock Based Compensation - Settlement Agreement | - | - | 260,000 | - | ||||||||||||
| Stock Based Compensation - Officer | 118,125,000 | - | 118,125,000 | - | ||||||||||||
| Salary - Officer | 94,000 | - | 94,000 | - | ||||||||||||
| General and Administrative | 16,448 | 24,910 | 38,329 | 67,283 | ||||||||||||
| Total Operating Expenses | 118,274,633 | 50,427 | 118,655,684 | 143,303 | ||||||||||||
| LOSS FROM OPERATIONS BEFORE INCOME TAXES | (118,274,633 | ) | (50,427 | ) | (118,655,684 | ) | (143,303 | ) | ||||||||
| Other Expenses | ||||||||||||||||
| Interest Expense | (5,387 | ) | (5,259 | ) | (15,030 | ) | (13,653 | ) | ||||||||
| Provision for Income Taxes | - | - | - | - | ||||||||||||
| NET LOSS | $ | (118,280,020 | ) | $ | (55,686 | ) | $ | (118,670,714 | ) | $ | (156,956 | ) | ||||
| Net Loss Per Share - Basic and Diluted | $ | (3.19 | ) | $ | (0.00 | ) | $ | (4.83 | ) | $ | (0.01 | ) | ||||
| Weighted average number of shares outstanding during the period - Basic and Diluted | 37,045,314 | 18,077,550 | 24,547,889 | 18,077,550 | ||||||||||||
See accompanying notes to unaudited condensed financial statements
| Preferred Stock | Common stock | Additional paid-in | Accumulated | Subscription | Stockholders' | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | Deficit | Receivable | Deficiency | |||||||||||||||||||||||||
| Balance, July 31, 2014 | - | $ | - | 18,406,528 | $ | 1,841 | $ | 1,087,328 | $ | (1,261,062 | ) | - | $ | (171,893 | ) | |||||||||||||||||
| In kind contribution of services | - | - | - | - | 10,400 | - | - | 10,400 | ||||||||||||||||||||||||
| Payment of expenses on Company's behalf | - | - | - | - | 2,612 | - | - | 2,612 | ||||||||||||||||||||||||
| Stock based compensation - settlement | - | - | 100,000 | 10 | 259,990 | - | - | 260,000 | ||||||||||||||||||||||||
| Stock based compensation - officer | - | - | 37,500,000 | 3,750 | 118,121,250 | - | - | 118,125,000 | ||||||||||||||||||||||||
| Cancellation of shares | - | - | (11,500,000 | ) | (1,150 | ) | (113,850 | ) | - | - | (115,000 | ) | ||||||||||||||||||||
| Proceeds from exercise of warrants | - | - | 352,725 | 35 | 292,726 | - | (18,859 | ) | 273,902 | |||||||||||||||||||||||
| In kind contribution of interest | - | - | - | - | 1,100 | - | - | 1,100 | ||||||||||||||||||||||||
| Net loss for the nine months ended April 30, 2015 | - | - | - | - | - | (118,670,714 | ) | - | (118,670,714 | ) | ||||||||||||||||||||||
| Balance, April 30, 2015 | - | $ | - | 44,859,253 | $ | 4,486 | $ | 119,661,556 | $ | (119,931,776 | ) | $ | (18,859 | ) | $ | (284,593 | ) | |||||||||||||||
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)
| For the Nine Months Ended | ||||||||
| April 30, 2015 | April 30, 2014 | |||||||
| Cash Flows Used in Operating Activities: | ||||||||
| Net Loss | $ | (118,670,714 | ) | $ | (156,956 | ) | ||
| Adjustments to reconcile net loss to net cash used in operations | ||||||||
| Bad debt expense | - | 25,000 | ||||||
| Stock based compensation - settlement agreement | 260,000 | - | ||||||
| Stock based compensation - officer | 118,125,000 | - | ||||||
| In-kind contribution of services | 10,400 | 11,700 | ||||||
| In-kind contribution of interest | 1,100 | 458 | ||||||
| Payments of expenses on the Company's behalf | 2,612 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in note receivable | - | (25,000 | ) | |||||
| Increase(Decrease) in accounts payable and accrued expenses | (41,061 | ) | 59,469 | |||||
| Net Cash Used In Operating Activities | (312,663 | ) | (85,329 | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from note payable | 114,444 | - | ||||||
| Repayment of loan payable | (35,000 | ) | - | |||||
| Proceeds from loan payable- Related party | - | 101,500 | ||||||
| Repayment of loan payable - Related party | (100,000 | ) | (11,217 | ) | ||||
| Common shares repurchased for cancellation | (115,000 | ) | - | |||||
| Proceeds from exercise of warrants | 273,902 | - | ||||||
| Net Cash Provided by Financing Activities | 138,346 | 90,283 | ||||||
| Net Increase (Decrease) in Cash | (174,317 | ) | 4,954 | |||||
| Cash at Beginning of Period | 177,181 | 125 | ||||||
| Cash at End of Period | $ | 2,864 | $ | 5,079 | ||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | - | $ | - | ||||
| Cash paid for taxes | $ | - | $ | - | ||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||||||
| Proceeds from warrant exercise for subscription receivable | $ | 18,859 | $ | - | ||||
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.”
On February 26, 2015, the Company’s business model was related to using its license, under a certain license agreement (the “License Agreement”) from Lamina Equities Corporation, to first develop and then manufacture saliva-based medical diagnosis products. The Company was not successful 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.
On April 15, 2021, the Company accepted the resignations of Dr. Guirguis and Mr. El-Salhy, received a mutual release from both, and appointed Mr. Nicholas DeVito to be Director, Chief Executive Officer and Chief Financial Officer. In addition, for his services to the Company, Mr. DeVito was awarded 1,000 shares of Class A Preferred Stock that grants him 80% voting rights.
Also on April 15, 2021 the Company agreed to form a subsidiary and transfer all debts and the License Agreement back to Dr. Guirguis in exchange for 520,000 shares of Common Stock. On August 28, 2014,231, 2021, the Company filed an amendment to its Articles of Incorporation changingformed the name ofwholly owned subsidiary, DRG Transfer, Inc. This transaction closed on March 26, 2022.
On July 2, 2021, the Company incorporated a wholly owned subsidiary, Duo Sciences, Inc. (“DSI”).
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 January 31, 2023, the Company had not yet achieved profitable operations and had accumulated losses of $120,317,107 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.
| Note 2 | CONTROL BY PRINCIPAL OWNERS |
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.
7
| Note 3 | INTERIM REPORTING |
While the information presented in the accompanying interim three 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, 2022 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, 2022 annual financial statements. Operating results for the three months ended January 31, 2023 are not necessarily indicative of the results that can be expected for the year ended July 31, 2023.
| Note 4 | ACCOUNTING POLICIES |
The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, and the rules and regulationsmore significant of which are as follows:
Consolidation
The accompanying consolidated financial statement include the accounts of the SecuritiesCompany 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. (“DSI”)
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 Estimates
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. Changes 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
Financial Instruments
Financial instruments consist of equitycash and accounts payable and accrued liabilities. The carrying amounts of the financial instruments approximate their fair values due to their relatively short-term nature of the underlying terms are consistent with market terms. As of the financial statement date, the Company does not hold any derivate financial instruments. Financial assets and liabilities are measured upon first recognition and reviewed at the financial statement date. Changes in fair value are recognized through profit and loss. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Fair Value Measurements
The Company follows FASB Codification topic (“ASC”) 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.
8
The Company has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.
An asset or liability’s level within the fair value hierarchy is based on transactionsthe lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and the valuation on deferred tax assets.
(C) Cash and Cash Equivalents
is affected by a variety of factors. The Company considers all highly liquid temporary cash investments with an original maturityuses judgment in determining fair value of three monthsassets and liabilities, and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or less to be cash equivalents. At April 30, 2015 and July 31, 2014, the Company had no cash equivalents.liabilities.
(D) Loss Per Share
In accordance with the 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 income in the years in which those temporary differences are expected to be recovered or settled. Under ASC Topic 740,740-10-25, 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As the Company has yet to produce positive cash flows from operations, no deferred tax asset or income taxes have been recorded in the financial statements.
(F) Business SegmentsComprehensive Income (Loss)
The Company adopted FASB ASC 220, Reporting Comprehensive Income, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder’s equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Company has not had any comprehensive income / loss.
FASB ASC 260, Earnings per share, requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. Accordingly, although the diluted weighted average number of common stock outstanding is disclosed on the statements of operation, the calculated net loss per share is the same for bother basic and diluted as both are based on the basic weighted average of common stock outstanding. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.
Segment Reporting
FASB ASC 820, “Segments Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company currently operates in one segmentprincipal business segment.
9
Intangible assets
Intangible asset are non-monetary identifiable assets, controlled by the Company that will produce future economic benefits, based on reasonable and therefore segment informationsupportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measure at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with an indefinite useful life shall not presented.be amortized until its useful life is determined to be longer than indefinite. An intangible asset subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered.
(G) Revenue RecognitionThe license agreement has been capitalized, recorded at cost and amortized over its estimated useful life of ten years. Amortization has been determined based on a pro rata basis over the expected cash flows.
Non-cash transactions
The Company will recognize revenuefollows FASB ASC 845 then recording non-cash transactions. The value of the asset received should be based on arrangementsthe value of the assets surrendered. However, where that value is difficult to determine, then the value could be based on the asset received, provided it is more clearly evident than the value of the asset surrendered.
Related Parties
The Company adopted FASB ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Recent Accounting Pronouncements
The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.
The financial statements and accompanying notes are prepared in accordance with FASB ASC Topic 605, Revenue Recognition. In all cases, revenue is recognized only whenaccounting principles generally accepted in the price is fixed and determinable, persuasive evidenceUnited States of an arrangement exists,America, the service is performed and collectabilitymore significant of which are as follows:
Recent Accounting Pronouncements
The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the resulting receivable is reasonably assured.
PointCompany as they are issued, which may be in advance of Care Nano-Technology, Inc.
(f/k/their effective date. The Company does not expect the adoption of recently issued accounting pronouncements to have a Unique Growing Solutions, Inc.)
NOTES TO CONDENSED FINANCIAL STATEMENTS
AS OF APRIL 30, 2015
(UNAUDITED)
(H) Fair Value of Financial Instruments
The carrying amountssignificant impact on the Company’s financial instruments including accounts payable and notes payable, approximate fair value due 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 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, financial position, or cash flows or financial condition.flow.
In April 2015, FASB issued Accounting Standards Update (“ASU”
| Note 5 | COMMON and PREFERRED STOCK |
The Company has authorized capital of shares of common stock, par value of $ per share, and shares of “blank check” preferred stock, par value of $ per share, of which shares have been designated as Series A Nonconvertible Preferred Stock (the “Series A Preferred Stock”) No. 2015-04, “Compensation – Retirement Benefits (Topic 715): Practical Expedient.
The Company had the following transactions in its common stock during the three months ended January 31, 2023:
On August 24, 2022, the Company completed a financing with an investor for $10,000 in exchange for 100,000 Units consisting of (i) one share of common stock, par value $0.001 per share for $0.10 per share, (ii) one LOI option to purchase one share of common stock for $0.20 per share upon the Measurement DateCompany signing a letter of intent with a third party and (iii) one Agreement option to purchase one share of common stock for $0.30 per share upon the Company signing 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.agreement with a third party. 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 toshares 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 90th 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.transaction has been recorded as subscriptions received.
10
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, 2012,12, 2022, the Company received $6,034 from an unrelated party. Pursuantinvestor exercised their right to purchase 50,000 shares of common stock at $0.20 per share for gross proceeds of $10,000. The shares have not yet been issued and 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 Companytransaction has been recorded $387 as an in-kind contribution 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)).subscriptions received.
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. The Company is currently in default of this note and expects 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 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. 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 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, 20142022, the Company recorded $42 as an in-kind contribution of interest. The note was repaidhad the following transactions in full during the year ended July 31, 2014 (see Notes 4(A) & 6).its common and preferred stock:
On June 10, 2013,8, 2022, the Company received $7,694approval from the Financial Industry Regulatory Authority to effect a related party. Pursuant to the terms50:1 reverse split of the note,Company’s outstanding common stock. The split was reflected in the note was non-interest bearing, unsecuredpublic markets on June 9, 2022 and was due on demand. Forhas been given retroactive disclosure in the year ended July 31, 2014,financial statements. Accordingly, all references to common shares in these financial statements reflect the reverse split.
On August 2, 2021, the Company recorded $129issued Series A Preferred Stock to Nicholas DeVito, the Company’s Chief Executive Officer as an in-kind contribution of interest.compensation. 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 shareholderPreferred Stock gives DeVito 80% control of the Company contributed services having a fair value of $10,400 (See Note 6).
For the year ended July 31, 2014, a shareholdervoting stock of the Company contributed services having a fair value of $15,600 (See Note 6).Company.
For the nine months endedOn April 30, 2015,10, 2022, the Company recordedentered into an agreement under which it agreed to issue 300,000 common shares in order to obtain a total of $1,100 as an in-kind contribution of interestlicense to distribute product (See Notes 2 & 6)below).
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 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,has not yet issued those shares and the related changes during these periods are presented below.
Number of Warrants | Weighted Average Exercise | ||||||||
| Warrants | |||||||||
| Balance at July 31, 2014 | 5,826,122 | $ | 0.83 | ||||||
| Granted | - | - | |||||||
| Exercised | (352,725 | ) | - | ||||||
| Forfeited | - | - | |||||||
| Balance at April 30, 2015 | 5,473,397 | 0.83 | |||||||
| Warrants exercisable at April 30, 2015 | 5,473,397 | $ | 0.83 | ||||||
Of the total warrants outstanding, 5,473,397 are fully vested, exercisable and non-forfeitable.
These warrants are immediately exercisable at $0.83 per share and are immediately callable by the Company if the Company’s common stock trades for a period of 20 consecutive days at an average trading price of $1.00 per share or greater. This option gives the Company the right, but not the obligation to repurchasedo so is included in the sharesaccounts as a $ liability.
On April 15, 2022, as part of common 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 bySettlement agreement (See below), the Company although none have been called to date.
During the nine months ended April 30, 2015, the Company issued 352,725received into treasury shares of common stock in connection with the exercise(26,000,000 pre reverse split shares).
There were no warrants or options outstanding as of stock warrants, for proceeds of approximately $273,902 and a subscription receivable of $18,859.January 31, 2023.
During the year ended July 31, 2014,
| Note 6 | SETTLEMENT AGREEMENT |
On April 15, 2021, the Company issued 328,978formed a wholly owned subsidiary, DRG Transfer Inc. (“DRG”) and transferred all Company debts relating to the License Agreement business and the License Agreement to DRG 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 DRG all the rights, title and interest in return the two persons received an aggregate520,000 shares and DRG 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
| Note 7 | LICENSE PURCHASED and INTANGIBLE ASSETS |
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:
| ● |
| ● | 95% of |
| ● | 90% of any lump up-front payment sub-licensing fees. |
| ● | ||
|
The license value has been based on the expected discounted cash flows the license will generate to the Company over its estimated 10 year life. The Company’s common shares are very lightly traded, and management determined that their market value is not reliable as a determinant of value for this transaction.
Schedule of License Purchased
| January 31, | July 31, | |||||||
| 2023 | 2022 | |||||||
| License | $ | 125,000 | $ | 125,000 | ||||
| Accumulated amortization | 3,835 | 1,534 | ||||||
| Balance, end of year | $ | 121,165 | $ | 123,466 | ||||
11
| Note 8 | EXCLUSIVE SALES SUB-LICENSING AGREEMENT |
On 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:
| ● | Lucy will pay the Company | |
| ● | ||
On May 11, 2022, the Company received the first payment from Lucy of $100,000 under its sub-license agreement with Lucy and remitted $90,000 to Cedoga according to the Cedoga license agreement.
| Note 9 | SUBSEQUENT EVENTS |
On February 25, 2015,December 12, 2022, the Company signedentered into an Employment Agreementasset purchase agreement with Dr. Guirguis (the “Employment Agreement”Global Foods Group, LLC (“GFG”). Pursuant and its principal shareholder pursuant to which it agreed to acquire substantially all of the assets of GFG, consisting of assets relating to the Employment Agreement,sugar substitute that GFG has been developing, Jaca®. In exchange for the Jaca related assets, the Company appointed Dr. Guirguis as Chief Executive Officer of 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 willwould issue 37,500,000to GFG and its designees 7,000,000 shares of the Company’s common stock to Dr. Guirguis (the “Stock Issuance”). The Stock Issuance will result instock. Upon the closing of this transaction, which would effect a change of control of the Company. ForCompany, Peter Ferrari, 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 priceprincipal of the stock oncontrolling member of GFG, was to become 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 and 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 behalfdirector of the Company totaling $2,612, which was forgiven and recorded as an in-kind contribution of capital (See Note 4 (C)).
DuringNicholas De Vito, 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, unsecuredcurrent CEO 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 shareholdercontrolling stockholder of the Company contributed services having a fair valuethough the 1,000 shares of $10,400 (See Note 4 (A)).
Forsuper-majority Class A Preferred Stock that he holds, was to retain his positions with the year ended July 31, 2014, a shareholderCompany as Treasurer, Secretary and Chief Financial Officer and director, and he was to exchange his Class A Preferred shares for 2,000,000 shares of the Company contributed services having a fair valuecommon stock of $15,600 (See Note 4(A)).the Company. On January 26, 2023, GFG terminated the asset purchase agreement in accordance with Section 3(e) of the agreement.
NOTE 7NOTE RECEIVABLE
On November 13, 2013February 28, 2023, the Company advanced $25,000changed transfer agents 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. Sedona Equity Registrar & Transfer, Inc. from Vstock Transfer.
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NOTE 8GOING CONCERN
As reflected in the accompanying 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.
Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. 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 “AlternativeAlternative Energy & Environmental Solutions, Inc.” in the State of Nevada on June 10, 2010, and since that time we have attempted to bringdevelop certain technologies but have failed in these business endeavors. We changed our name in 2014 to Unique Growing Solutions, Inc. and again in 2015 to Point of Care Nano-Technology, Inc.
Our current plan of operation is to seek 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 distribute certain intellectual property in animal nutrition and animal supplements from Cedoga Consulting, LLC. 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 manufacture, market and license its innovative new biotechnology fordistribute on our behalf pet products created from the environmentally friendly and cost-effective extraction of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S.Cedoga intellectual property.
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,December 12, 2022, the Company entered into a License Agreement (the “License Agreement”an asset purchase agreement with Global Foods Group, LLC (“GFG”) with Lamina Equities Corporation (“Lamina”). Lamina is a private corporation overand its principal shareholder pursuant to which Dr. Raouf Guirguis has sole control. Pursuantit agreed to acquire substantially all of the assets of GFG, consisting of assets relating to the License Agreement,sugar substitute that GFG has been developing, Jaca®. In exchange for the Jaca related assets, the Company agreedwould issue 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 $10,000GFG and a royalty of 7.5% of Net Sales (as defined in the License Agreement) to Lamina.
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’s plan of operation over the next 12 months is to continue to decrease costs of operation. The Company cannot make any guarantee that it will be successful in decreasing its costs of operation.
On August 28, 2014, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “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.”
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, 11,500,000designees 7,000,000 shares of the Company’s common stock that they used to own. In return, Mr. Coker and Ms. Hiatt receivedstock. Upon the closing of this transaction, which would effect a totalchange of $115,000 from the Company.
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 Officercontrol of the Company, effective asPeter Ferrari, the principal of February 26, 2015 (the “Employment Effective Date”). Dr. Guirguis is also athe controlling member of GFG, was to become the Company’s boardCEO and a director of directors. The Company will pay Dr. Guirguis an annual salary of $350,000. In addition, the Company issued 37,500,000and Nicholas DeVito, the current CEO and controlling stockholder of the Company though the 1,000 shares of super-majority Class A Preferred Stock that he holds, was to retain his positions with the Company as Treasurer, Secretary and Chief Financial Officer and director, and he was to exchange his Class A Preferred shares for 2,000,000 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 memberCompany. On January 26, 2023, GFG terminated the asset purchase agreement in accordance with Section 3(e) of the Company’s boardagreement.
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RESULTS OF OPERATIONS
Comparison of directors. Dr. Guirguis now controls 26,000,000 shares directlyThree Months Ended January 31, 2023 and 2,500,000 shares indirectly via his wife’s ownership2022
Revenues
Our total revenue was $0 for the three-month periods ended January 31, 2023 and 2022, respectively.
Cost of those shares. Dr. Guirguis controls 63.53%Goods Sold
Our cost of goods sold was $0 for the Company’s shares.three-month periods ended January 31, 2023 and 2022, respectively.
Limited Operating HistoryExpenses (including Selling, General and Administrative Expenses)
We have not previously demonstrated that we will be ableFor the three months ended January 31, 2023, our operating expenses decreased to expand our business. We cannot guarantee that the expansion efforts described in this annual report will be successful. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our renovation services offering.
Results of Operations
Comparison$ 13,154 from $ 13,795 for the three months ended April 30, 2015January 31, 2022. The decrease was primarily due to decreased legal, filing and 2014investor expenses.
Net Other Income (Expense)
Our net other income (expenses) was $0 for the three-month periods ended January 31, 2023 and 2022, respectively.
Revenue:Income Tax ExpenseRevenues
Income tax expense was $0 and $0 for the three-month period ended January 31, 2023 and 2022, respectively.
Net Loss
As a result of the foregoing factors, we had a net loss of $ (13,154) for the three months ended April 30, 2015 were $0,January 31, 2023, as compared with $0 in the three months ended April 30, 2014, reflecting no change, which was primarily attributable to the lack of ability to secure a strategic partner and operations to generate revenue.
Total Operating Expenses: Total operating expenses$(13,795) for the three months ended April 30, 2015 were $118,274,633 compared with $50,427 inJanuary 31, 2022.
Comparison of Six Months Ended January 31, 2023 and 2022
Revenues
Our total revenue was $0 for the threesix-month periods ended January 31, 2023 and 2022, respectively.
Cost of Goods Sold
Our cost of goods sold was $0 for the six-month periods ended January 31, 2023 and 2022, respectively.
Operating Expenses (including Selling, General and Administrative Expenses)
For the six months ended April 30, 2014, reflecting an increase of $118,224,206.January 31, 2023, our operating expenses decreased to $ 41,225 from $ 56,050 for the six months ended January 31, 2022. The increasedecrease was primarily attributabledue to the stock based compensation of Dr. Guirguis, our Chief Executive Officer.decreased legal, filing and investor expenses.
Loss from Operations:Net Other Income (ExpenseLoss from operations)
Our net other income (expenses) was $0 for the three monthssix-month periods ended April 30, 2015 were $118,274,633 compared with $50,427 inJanuary 31, 2023 and 2022, respectively.
Income Tax Expense
Income tax expense was $0 and $0 for the three monthssix-month period ended April 30, 2014, reflecting an increaseJanuary 31, 2023 and 2022, respectively.
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Net Loss
As a result of $118,224,206. The increase was primarily attributable to the stock based compensation of Dr. Guirguis, our Chief Executive Officer.
Net loss: We incurredforegoing factors, we had a net loss of $118,280,020 in$ (41,225) for the threesix months ended April 30, 2015,January 31, 2023, as compared to a net loss of $55,686 in$(56,050) for the threesix months 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.January 31, 2022.
Comparison for the nine months ended April 30, 2015 and 2014LIQUIDITY AND CAPITAL RESOURCES
Revenue:Revenues for the nine months ended April 30, 2015 were $0, compared with $0At January 31, 2023, we had $ 6,704 in the nine months 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: Total operating expenses for the nine months ended April 30, 2015 were $118,655,684 compared with $143,303 in the nine months ended April 30, 2014, reflecting an increase of $118,512,381. The increase was primarily attributable to the stock based compensation of Dr. Guirguis, our Chief Executive Officer.
Loss from Operations:Loss from operations for the nine months ended April 30, 2015 were $118,655,684 compared with $143,303 in the nine months ended April 30, 2014, reflecting an increase of $118,512,381. The increase was primarily attributable to the stock based compensation of Dr. Guirguis, our Chief Executive Officer.
Net loss: We incurred a net loss of $118,670,714 in the nine months ended April 30, 2015cash, compared to a net loss of $156,956 in the nine months ended April 30, 2014, reflecting an increase of $118,513,758. The increase$ 3,198 at July 31, 2022. At January 31, 2023, our accumulated deficit was primarily attributable$120,317,107 compared to the stock based compensation of Dr. Guirguis, our Chief Executive Officer.
Liquidity and Capital Resources
We receive cash from warrant exercises and notes payable. If we determine that we need more money to build our business, we will seek alternative sources, like a private placement of securities or loans from our officers or others. At the present time, we do not have enough cash to continue operations for 12 months and we have not made any arrangements to raise additional cash. If we are unable raise additional cash we will either have to suspend or cease our expansion plans entirely. Other than as described in this Report, we have no other financing plans.
We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised$120,275,882 at July 31, 2022. There is substantial doubt aboutas to our ability to continue as a going concern.
As reflected in the accompanying financial statements, theThe Company has minimal operations, a working capital and stockholders’ deficiency of $284,593, usedhad no cash in operations of $312,663 and had a net loss of $118,670,714flow for the nine monthsfiscal quarters ended April 30, 2015. This raises substantial doubt about its ability to continueJanuary 31, 2023 and 2022 as a going concern. The abilitywell as none for the two years ended July 31, 2022 and 2021. In the future, the Company’s cash flow will depend on the timely and successful market entry 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 adjustmentsexpected strategic offerings, although we cannot guarantee that might be necessary if the Company is unable to continue as a going concern.
Critical Accounting Policies
We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application.
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 income 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.
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 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 therewe will be any impact onsuccessful in our results of operations, cash flows or financial condition.strategic offering efforts.
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.
Off Balance Sheet Transactions
None.
ItemITEM 3. Quantitative and Qualitative Disclosures About Market Risk.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Smaller reporting companies are not required to provide the information required by this item.Not applicable.
ItemITEM 4. ControlsCONTROLS AND PROCEDURES
Our principal executive and Procedures.
Disclosure Controlsfinancial officer, Nicholas DeVito, evaluated the effectiveness of our disclosure controls and Procedures
Pursuant to Rule 13a-15(b)procedures as of January 31, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act, of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company's management, including the Company's Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company's disclosuremeans controls and other procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upona company that evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures were not effectiveare designed to ensure that information required to be disclosed by the Companya company in the reports that the Companyit files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC'sSEC’s rules and forms,forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that such information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the Company'scompany’s management, including the Company's CEOits principal executive and CFO,principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Based on that evaluation, as of January 31, 2023, our interim principal executive and financial officer identified the following material weaknesses:
| ● | We do not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of accounting principles generally accepted in the United States commensurate with our financial reporting requirements. To mitigate the current limited resources and limited employees, we rely heavily on the use of external legal and accounting professionals. |
Our management has identified the steps necessary to address the material weaknesses, and as soon as we have available funds, we will implement the following remedial procedures:
| ● | We will hire personnel with technical accounting expertise to further support our current accounting personnel. As necessary, we will continue to engage consultants or outside accounting firms in order to ensure proper accounting for our financial statements. |
We intend to complete the remediation of the material weaknesses discussed above as soon as practicable, but we can give no assurance that we will be able to do so. Designing and implementing an effective disclosure ascontrols and procedures is a result of continuingcontinuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately satisfies our reporting obligations. The remedial measures that we have taken and intend to take may not fully address the material weaknesses that we have identified, and material weaknesses in its internal controlour disclosure controls and procedures may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation, as needed.
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Changes in Internal Control over financial reporting.Financial Reporting
During the assessmentAs required by Rule 13a-15(d) of the effectivenessExchange Act, our management, including our interim principal executive and financial officer, Nicholas DeVito, conducted an evaluation of the internal control over financial reporting our management identified material weaknesses related to the lack of requisite U.S. generally accepted accounting principles (GAAP) expertise of our Chief Financial Officer and our internal bookkeeper. This lack of expertise to prepare our financial statements in accordance with U.S. GAAP without the assistance of the outside accounting consultant hired to ensure that our financial statements are prepared in accordance with U.S. GAAP constitutes a material weakness in our internal control over financial reporting. In order to mitigate the material weakness, we engaged an outside accounting consultant to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity to U.S. GAAP. This outside accounting consultant has significant experience in the preparation of financial statements in conformity with U.S. GAAP. We believe that the engagement of this consultant will lessen the possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis, and we will continue to monitor the effectiveness of this action and makedetermine whether any changes that our management deems appropriate. We expect to continue to rely on this outside consulting arrangement to supplement our internal accounting staff foroccurred during the foreseeable future. Until such time as we hire the proper internal accounting staff with the requisite U.S. GAAP experience, however, it is unlikely we will be able to remediate the material weakness in our internal control over financial reporting.
Changes in Internal Controls over Financial Reporting
There were no changes that occurred to our internal control over financial reporting during our most recently completed fiscal quarter thatended January 31, 2023that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our acting principal executive and financial officer concluded there were no such changes during the quarter ended January 31, 2023.
PART II -II. OTHER INFORMATION
ItemITEM 1. Legal Proceedings.LEGAL PROCEEDINGS.
None.From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these, or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
ItemITEM 1A. Risk Factors.RISK FACTORS.
Smaller reporting companies are not required to provideFor a discussion of the information required by this item.risk factors affecting our business, see our annual report on Form 10-K, filed with the Securities and Exchange Commission on October 25, 2022.
ItemITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On March 3, 2015,During the Company issued 37,500,000 shares of the Company’s common stock to Dr. Guirguis as part of the Employment Agreement. Dr. Guirguis chose to have the Company issue 11,500,000 of these shares to other people including 1,500,000 shares issued to Mr. Ayman Elsalhy, a member of the Company’s board of directors and 2,500,000 shares to Dr. Guirguis’ wife.
On April 21, 2015, the Company, due to the exercise of warrants at $0.83 per share issued a total of 405,300 shares of common stock to four individuals. This resulted in total proceeds to the Company of $336,399. The Company received $62,499 of this money in July 2014 and $273,900 of this money in February 2015.
On April 29, 2015, the Company, due to the exercise of warrants at $0.83 per share issued a total of 22,725 shares of common stock to one individual. This resulted in total proceeds to the Company of $18,861.75. The Company received this money in May 2015.
The above shares were issued in reliance on the exemption under Section 4(2) of the Securities Act. These sharesthree-month period ended January 31, 2023, we did not repurchase any of our common stock qualified for exemption under Section 4(2) since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, manner of the issuance and number of shares issued. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.stock.
ItemITEM 3. Defaults Upon Senior Securities.DEFAULTS UPON SENIOR SECURITIES.
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. The Company is currently in default of this note and expects 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 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. 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.None.
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 90th 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.
ItemITEM 4. Mine Safety Disclosures.MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
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Item 5. Other Information.ITEM 6. EXHIBITS
The following exhibits are filed as part of this report or incorporated by reference:
| Exhibit | Incorporated by Reference | Filed or Furnished | ||||||||
| Number | Exhibit Description | Form | Exhibit | Filing Date | Herewith | |||||
| 3.1 | Articles of Incorporation. | S-1 | 3.1 | 10/25/2010 | ||||||
| 3.2 | Amendment to Articles of Incorporation, dated August 28, 2014. | 8-K | 3.1 | 10/30/2014 | ||||||
| 3.3 | Amendment to Articles of Incorporation, dated March 31, 2015. | 8-K | 3.1 | 04/08/2015 | ||||||
| 3.4 | Certificate of Amendment by Custodian dated July 1, 2020 | 10-12g | 3.4 | 10/15/2021 | ||||||
| 3.5 | Certificate of Designation of the Series A Non-Convertible Preferred Stock | 10-12g | 3.5 | 10/15/2021 | ||||||
| 3.6 | Bylaws. | S-1 | 3.2 | 10/25/2010 | ||||||
| 31.1/31.2 | Certifications of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
| 32.1/32.2 | Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | X | ||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X | ||||||||
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None.SIGNATURES
Item 6. Exhibits.
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* The License Agreement with Lamina Equities Corporation, dated February 25, 2015 was previously filed with the Company’s Current Report on Form 8-K filed with the SEC on February 27, 2015. It is being re-filed to correct a typo in the Exhibit as filed on February 27, 2015. The President of the Company who signed the License Agreement was Peter Coker.
** Filed herewith.
+ In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| POINT OF CARE NANO-TECHNOLOGY, INC. | ||
| (Registrant) | ||
| Date: March 21, 2023 | ||
| By: | ||
| Nicholas DeVito | ||
Chief Executive Officer | ||
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