UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10
GENERAL
FORM FOR REGISTRATION OF SECURITIES
Pursuant
to Section 12(b) or (g) of The Securities Exchange Act of 1934
POINT
OF CARE NANO-TECHNOLOGY, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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27-2830681
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(State
or other jurisdiction of incorporation or
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(I.R.S.
Employer Identification No.)
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organization)
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109
Ambersweet Way
Davenport, FL
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33897
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (732) 723-7395
With
a copy to:
Louis A. Bevilacqua, Esq.
Bevilacqua, PLLC
1050 Connecticut Ave, NW, Suite 500
Washington, DC 20036
T: (202) 869-0888
F: (202) 203-8665
lou@bevilacquapllc.com
Securities
registered under Section 12(b) of the Act:
Title
of each class
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Name
of each exchange on which registered
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N/A
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N/A
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Securities
registered under Section 12(g) of the Act:
Common
Stock, $0.0001 par value
(Title of class)
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company x
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Emerging
growth company x
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If
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 the Exchange Act. o
TABLE
OF CONTENTS
EXPLANATORY
NOTE
Point
of Care Nano-Technology, Inc. is filing this General Form for Registration of Securities on Form 10 (the “Registration Statement”)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on a voluntary basis to resume the registration
of our common stock, par value $0.0001 per share (the “Common Stock”), pursuant to Section 12(g) of the Exchange Act and in
order to provide current public information to the investment community. Once this Registration Statement is effective, the Company will
be subject to the requirements of Section 13(a) of the Exchange Act, including the rules and regulations promulgated thereunder, which
will require the Company, among other things, to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports
on Form 8-K, and the Company will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration
statements pursuant to Section 12(g) of the Exchange Act.
FORWARD
LOOKING STATEMENTS
This
Form 10 contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as “may,” should,”” expect,” “plan,” “anticipate,”
“believe”, “estimate,” “predict,” “potential” or “continue” or the negative of these
terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other
factors, including the risks described in the section entitled “Risk Factors” included herein, that may cause our actual results,
levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Important factors that may cause actual results to differ
from projections include, for example:
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the
success or failure of management’s efforts to implement the Company’s plan of operation;
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the
ability of the Company to fund its operating expenses;
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the
ability of the Company to compete with other companies that have a similar plan of operation;
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the
effect of changing economic conditions impacting our plan of operation;
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the
ability of the Company to meet the other risks as may be described in future filings with
the SEC.
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While
these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions,
projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
The safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to this
annual report.
Unless
otherwise noted, all references in this Form 10 to “Point of Care Nano-Technology,” “PCNT,” the “Company,”
“we,” “us,” “our” and similar terms and expressions shall mean Point of Care Nano-Technology, Inc., a Nevada
corporation formerly known as Unique Growing Solutions, Inc., and its former subsidiaries.
PART
I
Item
1. Business
Overview
Historical
Development
The
Company was incorporated as “Alternative Energy & Environmental Solutions, Inc.” in the State of Nevada on June 10, 2010,
to develop and license an innovative biotechnology for the environmentally friendly and cost-effective extraction of natural gas (coalbed
methane) from low-producing, depleted and abandoned coal mines in the U.S. The Company was not successful in developing this business
and discontinued its biotechnology related operations.
The
Company changed its name in 2014 to Unique Growing Solutions, Inc. and again in 2015 to Point of Care Nano-Technology, Inc.
On
February 25, 2015, the Company entered into an exclusive worldwide license License Agreement (the “License Agreement”) with
Lamina Equities Corporation (“Lamina”), a private corporation owned by Dr. Raouf Guirguis. The License Agreement related to
intellectual property for diagnosing illness in humans via a saliva test.
In
connection with signing the License Agreement, on February 25, 2015, the Company signed an employment agreement with Dr. Guirguis pursuant
to the terms of which the Company appointed Dr. Guirguis as its Chief Executive Officer and agreed to pay Dr. Guirguis an annual salary
of $350,000. In addition, the Company issued thirty-seven million, five hundred thousand (37,500,000) shares of its common stock, $0.0001
par value per share, to Dr. Guirguis (the “Stock Issuance”) resulting in a change of control of the Company with Dr. Guirguis
becoming the Company’s majority stockholder. Also on February 25, 2015, Dr. Guirguis and Mr. Ayman El-Salhy were appointed
as members of the board of directors of the Company.
During
the past few years, the Company has not had the financial resources to pursue business development relating to the Lamina license.
On
December 31, 2019, Investment Reserves Series Point of Care Nano-Technology, Inc. LLC (“Petitioner”) filed a motion for custodianship
of the Company with the District Court, Clark County, Nevada (the “District Court”). As a custodian, Petitioner applied to
become the court appointed custodian over the Company. At the time, the Company was delinquent and in arrears with its financial obligations
as a corporation under the laws of the State of Nevada, where it is domiciled, and owed fees to its transfer agent. The duty of a court
appointed custodian is to help a company meet its financial obligations and to reconcile past accounts so that the company can return
to active business operations. On February 11, 2020, the District Court granted Petitioner custodianship over the Company having given
proper notice to officers and directors of the Company. As the court appointed custodian for the Company, Petitioner received no consideration
from the court or the Company for its work on behalf of the Company. On March 19, 2020, a certificate of revival for the Company, signed
by the Company’s President, Dr. Guirguis, was filed with the Secretary of State of the State of Nevada. On February 16, 2021, Yosef
Yafe (“Yafe”) filed a motion with the District Court to intervene and replace Petitioner as the custodian for the Company.
Yafe advised the District Court that because of the onset of the COVID-19 pandemic, Petitioner was not able to complete its obligations
as the custodian of the Company. The District Court allowed the intervention and on February 17, 2021, in accordance with a stipulation
between Petitioner and Yafe whereby Petitioner agreed to Yafe’s request, the District Court approved the substitution of Yafe as
custodian of the Company. A copy of each of the stipulation and order of the District Court approving the appointment of Yafe as the
custodian instead of the petitioner is attached as an exhibit to this Form 10 registration statement.
Separately,
and independent of the actions of Yafe as custodian of the Company, on April 15, 2021, the Company accepted the resignations, effective
as of that date, of Dr. Guirguis, as Chief Executive Officer, President, Treasurer, Secretary and Chairman of the board of directors,
and of Mr. El-Salhy, as director. The Company entered into separate settlement and release of claims agreements with each of Dr. Guirguis
and Mr. El Salhy, dated effective as of April 15, 2021. Also on April 15, 2021, upon the effectiveness of Dr. Guirguis’ resignation
from all of his positions with the Company, the Company appointed Mr. Nicholas DeVito as Chief Executive Officer, Chief Financial Officer,
President, Treasurer, Secretary and sole director. In consideration for the services that Mr. DeVito would be providing to the Company,
the Company issued to Mr. DeVito 1,000 shares of its non-convertible Class A preferred stock that grants him 80% voting rights. These
shares of non-convertible Class A preferred stock vote together with the outstanding shares of our common stock as a single class and
represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of our shareholders or action by written
consent of shareholders. This issuance of the 1,000 shares of Series A non-convertible preferred stock to Mr. Devito constituted a change
of control of the Company giving Mr. Devito control of 80% of the voting power of the Company.
Additionally,
the Company and Dr. Guirguis have entered into an assignment and assumption agreement pursuant to the terms of which the Company has
agreed to form a subsidiary to which it will transfer all the outstanding debts of the Company and the License Agreement. It will then
transfer ownership of this subsidiary to Dr. Guirguis in exchange for the return of 26,000,000 shares of our common stock currently held
by Dr. Guirguis. This transaction has not yet been completed.
As
of the date hereof, Dr. Guirguis controls 26,000,000 shares of our common stock directly and 2,500,000 shares of our common stock indirectly
via his wife’s ownership of those shares.
On
May 9, 2021, Yafe, the court appointed custodian of the Company, and Mr. El Salhy, a former director of the Company, entered into a settlement
agreement (the “Settlement Agreement”) pursuant to which Mr. El Salhy agreed to pay (i) Yafe the sum of $11,500 towards Yafe’s
costs and expenses in bringing the custodian action and (ii) the Company’s transfer agent $13,565 owed to the transfer agent in
order to bring current the Company’s account with the transfer agent. In exchange for these payments, Yafe agreed to file a voluntary
dismissal action with the District Court, which he filed on May 14, 2021 and which was accepted by the District Court on that date. A
copy of each of the Settlement Agreement and the voluntary dismissal of custodian action filed with the District Court is attached as
an exhibit to this Form 10 registration statement. The Company was a party to this Settlement Agreement solely with respect to a mutual
release and discharge between the Company and Yafe.
On
May 25, 2021, the Company filed a Form 15 to terminate its registration and duties to report under Section 12 of the Securities Exchange
Act.
The
Company’s plan of operation over the next 12 months is to seek new business assets in the life sciences industry. The Company cannot
make any guarantee that it will be successful in achieving this objective.
The
Company’s principal executive office location and mailing address is 109 Ambersweet Way, Davenport, FL 33897 and its telephone number
is 732-723-7395.
Current
Business Focus
The
Company currently has no business activities. Management of the Company has determined to direct its efforts and limited resources to
pursue potential new business opportunitiesin the life science sector. The Company does not intend to limit itself to a particular field
within the life sciences sector and has not established any particular criteria upon which it shall consider a business opportunity.
There can be no assurances that the Company will be successful with its new business objective.
The
Company’s common stock is currently quoted on the OTC Markets, Inc. Pink tier under the symbol PCNT. There is currently a limited
trading market in the Company’s shares nor do we believe that any active trading market has existed for approximately the last five
years. There can be no assurance that there will be an active trading market for our securities following the effective date of this
registration statement under the Exchange Act. In the event that an active trading market commences, there can be no assurance as to
the market price of our shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading
market will be sustained.
Management
will have substantial flexibility in identifying and selecting a prospective new business opportunity in the life sciences sector. The
Company is dependent on the judgment of its management in connection with this process. In evaluating a prospective business opportunity,
we would consider, among other factors, the following:
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costs
associated with pursuing a new business opportunity;
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growth
potential of the new business opportunity;
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experiences,
skills and availability of additional personnel necessary to pursue a potential new business
opportunity;
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necessary
capital requirements;
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the
competitive position of the new business opportunity;
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stage
of business development;
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the
market acceptance of the potential products and services;
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proprietary
features and degree of intellectual property; and
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the
regulatory environment that may be applicable to any prospective business opportunity.
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The
foregoing criteria are not intended to be exhaustive and there may be other criteria that management may deem relevant. In connection
with an evaluation of a prospective or potential business opportunity, management may be expected to conduct a due diligence review.
The
time and costs required to pursue new business opportunities, which includes negotiating and documenting relevant agreements and preparing
requisite documents for filing pursuant to applicable securities laws, cannot be ascertained with any degree of certainty.
Management
intends to devote such time as it deems necessary to carry out the Company’s affairs. The exact length of time required for the
pursuit of any new potential business opportunities is uncertain. No assurance can be made that we will be successful in our efforts.
We cannot project the amount of time that our management will actually devote to the Company’s plan of operation.
The
Company intends to conduct its activities so as to avoid being classified as an “Investment Company” under the Investment Company
Act of 1940, and therefore avoid application of the costly and restrictive registration and other provisions of the Investment Company
Act of 1940 and the regulations promulgated thereunder.
Item
1A. Risk Factors
An
investment in our common stock involves a high degree of risk. Before making an investment decision, you should give careful consideration
to the following risk factors, in addition to the other information included in this annual report, including our financial statements
and related notes, before deciding whether to invest in shares of our common stock. The occurrence of any of the adverse developments
described in the following risk factors could materially and adversely harm our business, financial condition, results of operations
or prospects. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.
We
have a limited operational history.
We
have a limited history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject
to all business risks associated with new enterprises. The likelihood of our success must be considered in light of the problems, expenses,
difficulties, complications, and delays frequently encountered in connection with the expansion of a business operation in an emerging
industry, and the continued development of advertising, promotions, and a corresponding customer base. There is a possibility that we
could sustain losses in the future, and there are no assurances that we will ever operate profitably.
Our
auditors have expressed substantial doubt about our ability to continue as a going concern.
As
of July 31, 2021 and July 31, 2020, we had no cash or cash equivalents and an accumulated deficit of $120,212,367 and $120,204,867, respectively.
Our audited financial statements for the years ended July 31, 2021 and 2020 were prepared using the assumption that we will continue
our operations as a going concern. Our independent accountants in their audit report have expressed substantial doubt about our ability
to continue as a going concern. Our operations are dependent on our ability to raise sufficient capital or complete a business combination
as a result of which we become profitable. Our financial statements do not include any adjustments that may result from the outcome of
this uncertainty.
There
is not enough cash on hand to fund our administrative expenses and operating expenses for the next twelve months. Therefore, we may be
unable to continue operations in the future as a going concern. If we cannot continue as a viable entity, our stockholders may lose some
or all of their investment in the Company’s shares of common stock.
Our
operational strategy is changing to be refocused on the Life Sciences space.
We
expect our business growth to be generated through future acquisitions of life sciences assets. No assurances can be made if any additional
acquisitions will be consummated.
If
we do not generate sufficient cash flow from operations in the future, we may not be able to fund our product development efforts and
acquisitions or fulfill our future obligations.
Our
ability to generate sufficient cash flow from operations to fund our operations and business development efforts, including the potential
payment of cash consideration in acquisitions and the payment of our other obligations, depends on a range of economic, competitive and
business factors, many of which are outside of our control. We cannot assure you that our business will ever generate sufficient cash
flow from operations, or that we will be able to raise equity or debt financings when needed or desirable. An inability to fund our operations
would have a material adverse effect on our business, financial condition and results of operations. For further information, please
refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources.”
Acquisitions
present many risks, and we may not realize the financial and strategic goals we anticipate at the time of an acquisition.
Our
growth is dependent upon our ability to acquire new assets and to introduce new products and services on a timely basis. Acquisitions,
including those of high-technology companies, are inherently risky. We cannot provide any assurance that any future acquisitions, if
completed, will be successful in helping us reach our financial and strategic goals. The risks we commonly encounter in undertaking,
managing and integrating acquisitions are:
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an
uncertain revenue and earnings stream from the acquired company;
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difficulties
and delays integrating the personnel, operations, technologies, products and systems of the
acquired companies;
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the
need to implement controls, procedures and policies appropriate for a public company at companies
that prior to acquisition had lacked such controls, procedures and policies;
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difficulties
managing or integrating an acquired company’s technologies or lines of business;
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potential
difficulties in completing projects associated with purchased in-process research and development;
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entry
into markets in which we have no or limited direct prior experience and where competitors
have stronger market positions and which are highly competitive;
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the
potential loss of key employees of the acquired company;
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potential
difficulties integrating acquired products and services into our operational framework;
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assuming
pre-existing contractual relationships of an acquired company that we would not have otherwise
entered into, the termination or modification of which may be costly or disruptive to our
business;
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being
subject to unfavorable revenue recognition or other accounting treatment as a result of an
acquired company’s practices; and
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intellectual
property claims or disputes.
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Our
failure to manage growth effectively and successfully integrate acquired assets or companies due to these or other factors could have
a material adverse effect on our future business, results of operations and financial condition. In addition, we may not have the opportunity
to make suitable acquisitions on favorable terms, which could negatively impact the growth of our business. We expect that other companies
in our industry will compete with us to acquire compatible assets or businesses. This competition could increase prices for businesses
and technologies that we would likely pursue, and our competitors may have greater resources than we do to complete these acquisitions.
We
will require substantial funding which may not be available to us on acceptable terms, or at all. If we fail to raise the necessary capital,
we may be unable to successfully implement our business plans.
We
intend to acquire assets in the life sciences sector. We will require capital for any such acquisitions and for operating expenses and
capital expenditures.
We
cannot be certain that funding will be available on acceptable terms, or at all. If we are unable to raise capital in sufficient amounts
or on terms acceptable to us we may have to significantly delay, scale back or discontinue the development or our business, The inability
to raise the required funds would significantly harm our business, financial condition and prospects.
The
life-sciences industry is highly competitive and subject to rapid technological changes. As a result, we may be unable to compete successfully,
which would harm our business.
The
life-sciences industry is highly competitive and characterized by rapid technological change. We expect to face intense competition from
other companies which have resources substantially greater than ours. This competitive disadvantage may make it extremely difficult for
us to acquire commercially viable life science assets.
Covid-19
Coronavirus Risk.
We
are now operating under a constant threat from COVID-19, the novel coronavirus which has infected millions of people globally and is
responsible for the deaths of nearly one million five hundred thousand people as of this filing on Form 10. We will face uncertainty
operating under the conditions of COVID-19. Given the severity of COVID-19, we will have limited to no control over our affairs if our
management team becomes infected or if we are under lockdown or quarantine orders where we may have limited opportunity to review asset
acquisition targets. To the extent that we can work from home such accommodations may not be in the best interest of the Company and
thus may impair the value of our management’s services. There are also risks additional beyond our control, for example; if we identify
an asset target for acquisition and if key owners or managers of that target are infected by COVID-19, it could significantly impair
our strategy and would force us to reconsider our options if it could not be remedied with an alternate plan. If we encounter a prolonged
lockdown or quarantine, we would likely encounter opportunity risks such as being unable to execute our plans, evaluate target businesses,
and loss of potential business connections.
General
Economic Risks
The
Company’s current and future business objectives and plan of operation are likely dependent, in large part, on the state of the
general economy. Adverse changes in economic conditions may adversely affect the Company’s business objective and plan of operation.
These conditions and other factors beyond the Company’s control include also, but are not limited to regulatory changes.
Risks
Related to Our common stock
The
Company’s shares of common stock are traded from time to time on the OTC Markets, Inc. Pink Tier.
Our
common stock rarely trades on the OTC Pink Sheet Market. There can be no assurance that there will be a liquid trading market for the
Company’s common stock following a business combination. In the event that a liquid trading market commences, there can be no assurance
as to the market price of the Company’s shares of common stock, whether any trading market will provide liquidity to investors,
or whether any trading market will be sustained.
The
application of the “penny stock” rules could adversely affect the market price of our common stock and increase your transaction
costs to sell those shares.
The
Securities and Exchange Commission adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that
has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. If
the trading price of our common stock falls below $5.00 per share, the open-market trading of our common stock is subject to the
penny stock rules, which imposes additional sales practice requirements on broker-dealers who sell to persons other than established
customers and “accredited investors”. The term accredited investor” refers generally to institutions with assets
in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt
from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny
stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations,
and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting
the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition,
the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s
written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity
in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may
affect the ability of broker-dealers to trade our securities. We believe the penny stock rules discourage investor interest
in and limit the marketability of our common stock.
FINRA
sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock.
In
addition to the “penny stock” rules described above, FINRA adopted rules that require that in recommending an investment to
a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior
to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer’s financial status, tax status, investment objectives and other information. Under
interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable
for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers
buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
Stockholders
should have no expectation of any dividends.
The
holders of our common stock are entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally
available therefore. To date, we have not declared or paid any cash dividends. The Board of Directors does not
intend to declare any dividends in the foreseeable future, but instead intends to retain all earnings, if any, for use in our business
operations.
Our
President and CEO has a no common stock equity interest and a 100% preferred stock equity interest in the Company and thus is in a position
to control all actions requiring stockholder vote.
Management
has no present intention to call for an annual meeting of stockholders to elect new directors prior to the consummation of an asset acquisition.
As a result, our current sole officer and director will continue in office for the indefinite future. If there is an annual meeting of
stockholders for any reason, the Company’s management has broad discretion regarding proposals submitted to a vote by shareholders
as a consequence of management’s controlling equity interest. Accordingly, the Company’s management will continue to exert
control indefinitely.
Management
has broad discretion in decision making.
Any
person who invests in the Company’s common stock will do so without an opportunity to evaluate the specific merits or risks of any
prospective asset acquisition or business combination. As a result, investors will be entirely dependent on the broad discretion and
judgment of management in connection with the selection of a prospective business opportunity. There can be no assurance that determinations
made by the Company’s management will permit us to achieve the Company’s business objectives.
Certain
provisions in our certificate of incorporation and by-laws, and of Nevada law, may prevent or delay an acquisition of our company, which
could decrease the trading price of our common stock.
Our
certificate of incorporation, by-laws and Nevada law contain provisions that are intended to deter coercive takeover practices and inadequate
takeover bids by making such practices or bids unacceptably expensive to the raider and to encourage prospective acquirers to negotiate
with our board of directors rather than to attempt a hostile takeover. These provisions include, among others:
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the
inability of our stockholders to call a special meeting;
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rules regarding
how stockholders may present proposals or nominate directors for election at stockholder
meetings;
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the
right of our board to issue preferred stock without stockholder approval;
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the
ability of our directors, and not stockholders, to fill vacancies on our board of directors.
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Future
sales and issuances of our common stock or could result in additional dilution of the percentage ownership of our stockholders and could
cause our share price to fall.
We
expect that significant additional capital will be needed in the future to continue our planned operations. To the extent we raise capital
by issuing equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible securities
or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock,
convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales.
Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing
stockholders.
We
are an “emerging growth company” and as a result of our reduced disclosure requirements applicable to emerging growth companies,
our common stock may be less attractive to investors.
We
are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we intend
to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not
“emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder
approval of any golden parachute payments not previously approved. We could remain an “emerging growth company” until the earlier
of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering
in February 2014, (b) in which we have total annual gross revenue of at least $1.0 billion, or (c) in which we are
deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeded $700.0 million
as of the prior December 31st, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt
during the prior three-year period. We cannot predict whether investors will find our common stock less attractive because we will rely
on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for
our common stock and our stock price may be more volatile.
Under
the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply
to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards,
and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth
companies.
We
may be at risk of securities class action litigation.
We
may be at risk of securities class action litigation. In the past, life sciences, biotechnology and pharmaceutical companies have experienced
significant stock price volatility, particularly when associated with binary events such as clinical trials and product approvals. If
we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could
harm our business and results in a decline in the market price of our common stock.
Item
2. Financial Information
Our
financial statements, together with the report of independent registered public accounting firm, appear at Item 15 of this Form 10 for
the year ended July 31, 2021.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion and analysis should be read in conjunction with our audited financial statements and the notes to those financial
statements that are included elsewhere in this Form 10. Our discussion includes forward-looking statements based upon current expectations
that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. 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, including those
set forth under the “Risk Factors”, “Cautionary Notice Regarding Forward-Looking Statements” and “Description
of Business” sections and elsewhere in this annual report. 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. Although we believe the expectations expressed in these forward-looking statements
are based on reasonable assumptions within the bound of our knowledge of our business, our actual results could differ materially from
those discussed in these statements. Factors that could contribute to such differences include, but are not limited to, those discussed
in the Risk Factors” section of this annual report. We undertake no obligation to update publicly any forward-looking statements
for any reason even if new information becomes available or other events occur in the future. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements
to actual results. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this annual
report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results
of operations, and prospects.
Overview
The
Company was incorporated as “Alternative Energy & Environmental Solutions, Inc.” in the State of Nevada on June 10, 2010,
to develop and license an innovative biotechnology for the environmentally friendly and cost-effective extraction of natural gas (coalbed
methane) from low-producing, depleted and abandoned coal mines in the U.S. The Company was not successful in developing this business
and discontinued its biotechnology related operations. The Company changed its name in 2014 to Unique Growing Solutions, Inc. and again
in 2015 to Point of Care Nano-Technology, Inc.
On
February 25, 2015, the Company entered into the License Agreement with Lamina relating to intellectual property for diagnosing illness
in humans via a saliva test. During the past few years, the Company has not had the financial resources to pursue business development
relating to the Lamina license.
The
Company’s plan of operation over the next 12 months is to split off the Lamina intellectual property and related liabilities generating
in pursuing development of this technology and to seek new business assets in the life sciences industry. The Company cannot make any
guarantee that it will be successful in achieving this objective.
Change
in Financial Condition
Results
of Operations
Fiscal
Year ended July 31, 2021 compared to the Fiscal Year ended June 30, 2020
Revenues
For
the years ended July 31, 2021 and July 31, 2020. the Company did not generate any revenue from product licenses, maintenance, services
and other revenue.
Cost
of Goods Sold
For
the years ended July 31, 2021 and July 31, 2020. the Company did not incur any cost of goods sold expenses from product licenses, maintenance,
services and other expenses.
Operating
Expenses
For
the years ended July 31, 2021 and July 31, 2020. the Company did not incur any operating expenses from product licenses, maintenance,
services and other expenses. The Company incurred administrative expenses of $7,500 for the year ended July 31, 2021 and $12,167 for
the year ended July 31, 2020.
Net
Other Income (Expense)
For
the years ended July 31, 2021 and July 31, 2020. the Company did not receive any income or incur any expense from other sources.
Liquidity
& Capital Resources
At
July 31, 2021, we had $0 in cash, compared to $0 at July 31, 2020. At July 31, 2021, our accumulated stockholders’ deficit was $120,810,608
compared to $120,810,608 at July 31, 2020 There is substantial doubt as to our ability to continue as a going concern.
The
Company has had no cash flow for the two years ended July 31, 2021 and 2020. In the future, the Company’s cash flow will depend
on the timely and successful market entry of the Company’s expected strategic offerings.
Especially
for strategic offerings for paradigm shifting technologies, the management’s budget plan is based on a series of assumptions regarding
regulatory approval, market acceptance, readiness and pricing. While management’s assumptions are based on market research, assumptions
bear the risk of being incorrect and may result in a delay in projects, delays in regulatory approvals and consequently a delay or a
reduction in the related strategic offerings. In case these delays have an impact on the Company’s liquidity and therefore its ability
to support its operations with the necessary cash flow, the Company depends on its ability to generate cash flow from other resources,
such as debt financing from related or independent resources or as equity financing from existing stockholders or through the stock market.
There
were no equity transactions in 2020 and 2021.
Plan
of Operations
During
the remainder of our fiscal year ending July 31, 2022, the Company will seek to acquire strategic assets in the life sciences space.
The Company will need to seek external sources for financing future projects. These sources may also provide the necessary funds to support
the working capital needs of the Company. There can be no assurances, however, that the Company will be able to obtain additional funds
or that such funds will be sufficient to permit the Company to implement its intended business strategy. In the event the Company is
not able to raise additional funds, management will have to postpone the acquisition or any new assets until the financing will be sufficient.
Additionally, management believes the Company will need to raise money to support its standard operations for the remainder of the current
fiscal year ending July 31, 2022.
Our
cash balance as reported in our financial statements is not sufficient to fund our growth plan for any period of time. In order to fully
implement our plan of operations for the next 12-month period, we will need to raise a significant amount of capital through future offerings.
After the next 12-month period, we most likely will need to raise additional financing as well. The discussion below is based on the
assumption that we will be able to raise significant capital in the remainder of our fiscal year ending July 31, 2022. We do not currently
have any arrangements for any such financing and there can be no assurances that we will be able to raise the required capital on acceptable
terms, if at all.
We
have generated no revenues to date and, although we expect to raise significant capital in the future, there can be no assurances that
we will be successful in these endeavors. We believe that the actions presently being taken to further implement our business plan and
generate revenues will provide the opportunity for us to develop into a successful business operation.
We
can provide no assurances, however, that we will be able to successfully acquire additional assets or raise sufficient funds in the next
six months or longer to begin to execute these plans, to reach or to develop, offer and generate revenues from any of our designated
business activities and development actions. Also, we cannot assure you that we will be able to raise additional capital or debt as and
when needed on acceptable terms if at all.
Additional
Cash Requirements
We
expect to incur additional administrative expenses during the next 12 months. We estimate that we will need the following amounts during
the next 12 months to cover the indicated administrative expenses:
Category
|
Estimated
Amount
|
Legal
|
50,000
|
Accounting
|
50,000
|
OTC
Listing Fees
|
10,000
|
Travel
|
5,000
|
Miscellaneous
|
5,000
|
TOTAL
|
$120,000
|
This
capital will be used to build out our corporate infrastructure, to provide for the payment of advisory and accounting services, legal,
and anticipated up-listing fees for the OTC Markets, Inc. QB tier. However, there can be no assurance that we will qualify for uplisting
to the OTC QB tier or that our application to the OTC QB will be approved. The table above does not include a line item for funds required
to acquire life science assets. Any such funds will be in amounts in addition to those listed in the table.
Required
funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership
of our shares. There is no assurance that we will be able to generate operations at a level sufficient for an investor to obtain a return
on their investment in our common stock, or that we will be able to raise sufficient capital required to implement our business plan
on acceptable terms, if at all. Even if we are successful in raising sufficient capital to implement our business plan, we may continue
to be unprofitable.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
The
financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States
of America, the more significant of which are as follows:
Critical
Accounting Policies and Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
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 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.
Comprehensive
Income (Loss)
The
Company adopted FASB Codification topic (“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.
Net
Income (Loss) per Common Share
FASB
Codification topic (“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.
Financial
Instruments
Financial
instruments consist of accounts payable and accrued liabilities. 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.
The
Company has adopted (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 the lowest level of any input that is significant to the
fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment
in determining fair value of assets and liabilities, and Level 3 assets and liabilities involve greater judgment than Level 1 and Level
2 assets or liabilities.
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 principal business segment.
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.
OFF-BALANCE
SHEET ARRANGEMENTS
None.
Item
3. Properties.
The
Company does not own or rent any properties. Our principal address is located at 109 Ambersweet Way, Davenport, FL 33897 and our telephone
number is (732) 723-7395.
Item
4. Security Ownership of Certain Beneficial Owners and Management.
The
following table sets forth certain information regarding our common stock beneficially owned as of October 15, 2021, for (i) each stockholder
known to be the beneficial owner of 5% or more of our outstanding Common Stock, (ii) each executive officer and director, and (iii) all
executive officers and directors as a group. In general, a person is deemed to be a beneficial owner of a security if that person has
or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security.
A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership
within 60 days. Shares of common stock subject to options, warrants or convertible securities exercisable or convertible within
60 days are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities
but are not deemed outstanding for computing the percentage of any other person. Percentages are determined based on 46,981,059 shares
of common stock of the Company issued and outstanding as of October 15, 2021. To the best of our knowledge, subject to community and
marital property laws, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.
Name
and Address of Beneficial Owner (1)
|
Common
Stock
|
Series
A Non-Convertible Preferred Stock
|
Amount
and Nature
of Beneficial
Ownership
|
Percent
of Class
Beneficially Owned
(2)
|
Amount
and Nature
of Beneficial
Ownership
|
Percent
of Class
Beneficially Owned
(3)
|
Officers
and Directors
|
|
|
|
|
Nicholas
DeVito
-Chief
Executive Officer, Chief Financial Officer, President, Treasurer and Secretary
|
0
|
0%
|
1,000
|
100%
|
All
Officers and Directors as a group (1 persons)
|
0
|
0%
|
1,000
|
100%
|
|
|
|
|
|
5%
Stockholders
|
|
|
|
|
Dr.
Raouf Guirguis (4)
10202
Sherman Heights Place
Columbia,
MD 21044-5416
|
28,500,000
|
60.7%
|
-
|
-
|
|
(1)
|
Unless
otherwise indicated, the address of the named beneficial owner is c/o Point of Care Nano-Technology,
Inc. 109 Ambersweet Way, Davenport, FL 33897.
|
|
(2)
|
Based
on 46,981,059 shares of Common Stock outstanding as of October 15, 2021.
|
|
(3)
|
On
April 15, 2021, the Company agreed to issue Nicholas DeVito 1,000 shares of Series A Preferred
Stock. These shares were issued to Mr. DeVito on August 2, 2021.
|
|
(4)
|
Dr.
Guirguis controls 26,000,000 shares of Common Stock directly and 2,500,000 shares of Common
Stock indirectly via his wife’s ownership of those shares.
|
Item
5. Directors and Executive Officers
The
table below sets forth the names, title and ages of our current directors and executive officers. Directors hold office until the next
annual meeting of the stockholders or until their successors have been elected and qualified. Executive officers serve at the pleasure
of the Board and may be removed with or without cause at any time, subject to contractual obligations between the executive officer and
the Company, if any.
Name
|
Age
|
Position
and Offices Held
|
Director
Since
|
Nicholas
DeVito
|
58
|
Chief
Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Director
|
April
15, 2021
|
Business
Experience:
Nicholas
P. DeVito. Mr. DeVito has 35 years of experience in finance, engineering and operations in a variety of industries including
oil & gas, telecommunications, alternative energy, manufacturing and consumer products. Most recently he served as Sr. Director of
Accounts at Synchronoss Technologies, Chief Operating Officer for Xtreme Oil & Gas (OTCBB:XTOG) successfully reorganizing the company
and completing the filings to begin public trading. Mr. DeVito has served as VP of Business Development and as CEO of several subsidiaries
in Tellium (NASDAQ:ZHNE), a highly successful telecommunications equipment manufacturer that sold optical switching products and completed
an IPO. He consulted to several public and private companies acting to improve operations and grow sales. Finally, he spent 14 years
at AT&T and Bell Laboratories. He has a BSEE and MSEE from Columbia University and an MBA in Management from New York University.
Key
Attributes, Experience and Skills: Mr. DeVito brings his financial, operational and acquisition experience to the Board along with
his leadership and investor relations skills. He has the ability to establish the vision and managing the execution of business plans,
growth goals, creating value for stockholders, and achieving a successful exit.
Family
Relationships
There
are no family relationships between or among any of our current directors, executive officers or persons nominated or charged by the
Company to become directors or executive officers. There are no family relationships among our executive officers and directors and the
executive officers and directors of our direct and indirect subsidiaries.
Involvement
in Certain Legal Proceedings
None
of the directors or executive officers has, during the past ten years:
|
(a)
|
Had
any bankruptcy petition filed by or against any business of which such person was a general
partner or executive officer either at the time of the bankruptcy or within two years prior
to that time;
|
|
(b)
|
Been
convicted in a criminal proceeding or subject to a pending criminal proceeding;
|
|
(c)
|
Been
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending
or otherwise limiting his involvement in any type of business, securities, futures, commodities
or banking activities; or
|
|
(d)
|
Been
found by a court of competent jurisdiction (in a civil action), the Securities and Exchange
Commission or the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
|
Item
6. Executive Compensation
The
following table sets forth all plan and non-plan compensation for the last two completed fiscal years paid to all individuals who
served as the Company’s principal executive officer or acting in similar capacity during the last completed fiscal year, regardless
of compensation level, and other individuals as required by Item 402(m)(2) of Regulation S-K. We refer to all of these individuals
collectively as our “named executive officers.”
SUMMARY
COMPENSATION TABLE
|
Year
Ended
|
Salary
and Fees
|
Bonus
|
Total
|
Name
and Principal Position
|
July
31,
|
($)
|
($)
|
($)
|
Dr.
Raouf Guirguis
|
|
|
|
|
--Former
Chairman and CEO
|
2021
|
-
|
-
|
-
|
|
2020
|
-
|
-
|
-
|
Nicholas
P. DeVito
--Chairman
and CEO (1)
|
2021
|
-
|
-
|
-
|
|
(1)
|
Appointed
as of April 15, 2021.
|
Outstanding
Equity Awards at Fiscal Year-End
As
of October 15, 2021, no stock, stock options, or other equity securities were awarded to our named executive officers.
Employment
Agreements, Termination of Employment and Change-in-Control Arrangements with our Executive Officers
Our
sole executive officer, Nicholas DeVito, does not have a compensation agreement with us as of October 15, 2021.
Long-Term
Incentive Plans
We
do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Compensation
of Directors
None
of our directors was compensated for services in 2020 or 2021.
Term
of Office
Our
directors are elected to hold office for a one-year term until the next annual stockholders’ meeting or until his successor is elected
and qualified.
Item
7. Certain Relationships and Related Transactions, and Director Independence
Certain
Relationships and Related Transactions
None,
during the fiscal years ended July 31, 2020, and 2021.
Independent
Directors
None
Item
8. Legal Proceedings.
We
know of no material, active or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding
or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial
stockholder, is an adverse party or has a material interest adverse to our interest.
Item
9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
Market
Information
Our
Common Stock is quoted on the OTC Markets’ Pink Sheets under the symbol “PCNT”. Any over-the-counter market quotations
on the OTC’s Pink tier reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent
actual transactions.
Transfer
Agent
Our
transfer agent is Vstock Transfer, LLC, located at 18 Lafayette Pl, Woodmere, NY 11598, telephone: (212) 828-8436.
Holders
As
of October 15, 2021, we had 37 record holders of our common stock (not including beneficial owners who hold shares at broker/dealers
in “street name”).
Dividend
Policy
While
there are no restrictions that limit our ability to pay dividends, we have not paid, and do not currently intend to pay cash dividends
on our common stock in the foreseeable future. Our policy is to retain all earnings, if any, to provide funds for the operation and expansion
of our business. The declaration of dividends, if any, will be subject to the discretion of our Board of Directors, which may consider
such factors as our results of operations, financial condition, capital needs and acquisition strategy, among others.
Issuer
Purchases of Equity Securities
None
Item
10. Recent Sales of Unregistered Securities
On
August 2, 2021, we issued 1,000 restricted shares of our Series A non-convertible preferred stock to Nicholas P. DeVito in exchange for
services being rendered to the Company by Mr. DeVito.
Item
11. Description of Registrant’s Securities to be Registered
The
following statements relating to the capital stock set forth the material terms of the Company’s securities; however, reference
is made to the more detailed provisions of our Articles of Incorporation, as amended to date, and by-laws, copies of which are filed
herewith or incorporated herein by reference.
Description
of our Common Stock
We
are authorized to issue 100,000,000 shares, par value $0.0001 per share, of common stock, of which 46,981,059 shares were issued and
outstanding as of October 15, 2021. Holders of our common stock are entitled to one vote per share on each matter submitted to a vote
at any meeting of stockholders. Shares of our common stock do not carry cumulative voting rights. Our Board of Directors has authority,
without action by the stockholders, to issue all or any portion of the authorized but unissued shares of common stock, which would reduce
the percentage ownership of the stockholders and which may dilute the book value of the common stock. Stockholders have no pre-emptive
rights to acquire additional shares of common stock. The common stock is not subject to redemption and carries no subscription or conversion
rights. In the event of liquidation, the shares of common stock are entitled to share equally in corporate assets after satisfaction
of all liabilities. The shares of common stock, when issued, will be fully paid and non-assessable.
Holders
of common stock are entitled to receive dividends as the board of directors may from time to time declare out of funds legally available
for the payment of dividends. We have not paid dividends on common stock and do not anticipate that we will pay dividends in the foreseeable
future.
All
shares of common stock now outstanding are duly authorized, fully paid and non-assessable.
Description
of our Preferred Stock
Our
Certificate of Incorporation authorize the issuance of 10,000,000 shares of preferred stock, par value $0.0001, and vest in the Company’s
board of directors the authority to establish series of unissued preferred shares by the designations, preferences, limitations and relative
rights, including voting rights, of the preferred shares of any series so established to the same extent that such designations, preferences,
limitations, and relative rights could have been fully stated in the Articles of Incorporation, and in order to establish a series, the
board of directors shall adopt a resolution setting forth the designation of the series and fixing and determining the designations,
preferences, limitations and relative rights, including voting rights, thereof or so much thereof as shall not be fixed and determined
by the Articles of Incorporation as amended.
The
board of directors may authorize the issuance of preferred shares without further action by our shareholders and any preferred shares
would have priority over the common stock with respect to dividend or liquidation rights. Any issuance of preferred shares may have the
effect of delaying, deferring or preventing a change in control of the Company and may contain voting and other rights superior to common
stock. As a result, the issuance of preferred shares may adversely affect the relative rights of the holders of common stock.
On
July 9, 2021, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada creating a class of Series
A non-convertible preferred stock consisting of 1,000 shares.
The
following is a description of the material rights of our Series A non-convertible preferred stock:
Voting
The
outstanding shares of Series A non-convertible preferred stock vote together with the outstanding shares of our common stock as a single
class and represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of our shareholders or action
by written consent of shareholders. Each outstanding share of the Series A non-convertible preferred stock represents a proportionate
share of the 80% voting rights held by all of the outstanding shares of Series A non-convertible preferred stock.
Dividends
The
Series A non-convertible preferred stock is not entitled to receive any dividends in any amount during which such shares are outstanding.
No
Convertibility; No Redemption
The
Series A non-convertible preferred stock is not entitled to be converted into shares of our common stock or to be redeemed.
Liquidation
Preference
In
the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of our Series
A non-convertible preferred stock then outstanding will be entitled to be paid, out of the assets of the Company available for distribution
to its stockholders, an amount equal to the stated value per share, or $0.0001.
Protective
Provisions.
So
long as any shares of Series A non-convertible preferred stock are outstanding, the Company will not, without first obtaining the approval
(by vote or written consent, as provided by the Nevada Business Corporation Act) of the Holders of at least a majority of the then outstanding
shares of Series A non-convertible preferred stock:
|
(a)
|
alter
or change the rights, preferences or privileges of the Series A non-convertible preferred stock;
|
|
(b)
|
alter
or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series A non-convertible
preferred stock;
|
|
(c)
|
create
any new class or series of capital stock having a preference over the Series A non-convertible preferred stock as to distribution of
assets upon liquidation, dissolution or winding up of the Company (“Senior Securities”);
|
|
(d)
|
create
any new class or series of capital stock ranking pari passu with the Series A non-convertible preferred stock as to distribution of assets
upon liquidation, dissolution or winding up of the Company;
|
|
(e)
|
increase
the authorized number of shares of Series A non-convertible preferred stock;
|
|
(f)
|
issue
any additional shares of Series A non-convertible preferred stock non-convertible preferred stock;
|
|
(g)
|
issue
any additional shares of Senior Securities; or
|
|
(h)
|
redeem,
or declare or pay any cash dividend or distribution on, any junior securities.
|
Item
12. Indemnification of Directors and Officers
Section
78.138 of the NRS provides that a director or officer will not be individually liable unless it is proven that (i) the directors or officer’s
acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or
a knowing violation of the law.
Section
78.7502 of NRS permits a company to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director
(i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be
in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe
the conduct of the officer or director was unlawful.
Section
78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil
or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking
by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that
such officer or director is not entitled to be indemnified by the company. Section 78.751 of NRS further permits the company to grant
its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise.
Section
78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any
person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director,
officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against
him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status
as such, whether or not the company has the authority to indemnify him against such liability and expenses.
Our
Articles of Incorporation provide that no director or officer of the Company will be personally liable to the Company or any of its stockholders
for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate
or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation
of law, or (ii) the payment of dividends in violation of Section 78.300 of NRS. In addition, our bylaws permit for the indemnification
and insurance provisions in Chapter 78 of the NRS.
Insofar
as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling
the company pursuant to provisions of our articles of incorporation and bylaws, or otherwise, we have been advised that in the opinion
of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit
or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless
in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
At
the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which
indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding, which may result in a claim
for such indemnification.
Item
13. Financial Statements and Supplementary Data
The
Financial Statements of Point of Care Nano-Technology, Inc. for the years ended July 31, 2020 and 2021 appear at the end of this registration
statement.
Item
14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item
15. Financial Statements and Exhibits
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
|
|
|
|
|
|
|
|
X
|
3.5
|
|
Certificate of Designation of the Series A Non-Convertible Preferred Stock
|
|
|
|
|
|
|
|
X
|
3.6
|
|
Bylaws.
|
|
S-1
|
|
3.2
|
|
10/25/2010
|
|
|
10.1
|
|
License Agreement with Lamina Equities Corporation, dated February 25, 2015.
|
|
8-K
|
|
10.1
|
|
02/27/2015
|
|
|
10.2
|
|
Stipulation and Order Approving Yosef Yafe to be Substituted as Custodian, dated February 17, 2020
|
|
|
|
|
|
|
|
X
|
10.3
|
|
Separation and Release of Claims Agreement by and between Point of Care Nano-Technology, Inc. and Dr. Raouf Guirguis dated April 15, 2021
|
|
|
|
|
|
|
|
X
|
10.4
|
|
Separation and Release of Claims Agreement by and between Point of Care Nano-Technology, Inc. and Ayman El-Salhy dated April 15, 2021
|
|
|
|
|
|
|
|
X
|
10.5
|
|
Assignment and Assumption Agreement by and between Point of Care Nano-Technology, Inc. and Dr. Raouf Guirguis dated April 15, 2021
|
|
|
|
|
|
|
|
X
|
10.6
|
|
Settlement Agreement dated May 9, 2021 by and among Yosef Yafe, Ayman El Salhya and Point of Care Nano-Technology, Inc.
|
|
|
|
|
|
|
|
X
|
10.7
|
|
Voluntary Dismissal of the Application for Appointment of Custodian, dated May 14, 2021
|
|
|
|
|
|
|
|
X
|
23.1
|
|
Consent of Independent Auditor
|
|
|
|
|
|
|
|
X
|
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Point
of Care Nano-Technology, Inc.
|
|
|
|
|
|
By:
/s/ Nicholas DeVito
|
|
|
Nicholas
DeVito
|
|
|
Chief
Executive Officer
|
|
|
(Principal
Executive Officer)
(Principal
Financial and Accounting Officer)
|
|
|
|
|
|
Date:
October 15, 2021
|
|
Financial
Pages Contents
K.
R. MARGETSON LTD.
|
Chartered
Professional Accountant
|
331
East 5th Street
|
Tel:
604.220.7704
|
North
Vancouver BC V7L 1M1
|
Fax:
1.855.603.3228
|
Canada
|
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of
Point
of Care Nano-Technology, Inc.:
Opinion
on the financial statements
I
have audited the accompanying balance sheets of Point of Care Nano-Technology, Inc. as of July 31, 2021 and 2020 and the related statements
of operations, stockholders’ deficit and cash flows for each of the two years then ended and the related notes (collectively referred
to as the “financial statements’). In my opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as at July 31, 2021 and 2020 and the results of its operations and its cash flows for each of the two years in
the period ended July 31, 2021 in conformity with accounting principles generally accepted in the United States of America.
Substantial
Doubt about the Company’s Ability to Continue as a Going Concern
The
accompanying financial statements have been prepared using accounting principles generally accepted in the United States of America assuming
that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred operating
losses since inception, which raises substantial doubt about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this uncertainty.
Basis
for opinion
These
financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial
statements based on my audits. My company is a public accounting firm registered with the Public Company Accounting Oversight Board (“PCAOB”)
and is required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
I
conducted my audits in accordance with the standards of the PCAOB. Those standards require that I plan and perform an audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. As part of my audits
I am required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion.
My
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding
the amounts and disclosures in the financial statements. My audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a
reasonable basis for my opinion.
Critical
Audit Matters
The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: ( 1) relate to accounts or disclosures that are material to the financial
statements and (2) involve our especially challenging, subjective, or complex judgements. I determined that there are no critical audit
matters.
/s/
K. R. Margetson Ltd
Chartered
Professional Accountant
I
have served as the Company’s auditor since 2020
Vancouver,
Canada
October
14, 2021
POINT
OF CARE NANO-TECHNOLOGY, INC.
|
BALANCE
SHEETS
|
For
the Years ended July 31, 2021 and 2020
|
|
|
July 31,
|
|
|
July 31,
|
|
|
|
2021
|
|
|
2020
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
Accounts payable and accrued charges
|
|
|
20,240
|
|
|
|
12,740
|
|
Total Liabilities
|
|
|
20,240
|
|
|
|
12,740
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Deficit
|
|
|
|
|
|
|
|
|
Preferred stock, par value $0.0001, 10,000,000 shares authorized; no shares
issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock, par value $0.0001, 100,000,000 shares authorized
46,981,059 shares issued and outstanding
|
|
|
4,698
|
|
|
|
4,698
|
|
Additional paid-in capital
|
|
|
120,187,429
|
|
|
|
120,187,429
|
|
Accumulated deficit
|
|
|
(120,212,367
|
)
|
|
|
(120,204,867
|
)
|
Total Stockholders’ Deficit
|
|
|
(20,240
|
)
|
|
|
(12,740
|
)
|
Total Liabilities and Stockholders’ Deficit
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these audited financial statements.
POINT
OF CARE NANO-TECHNOLOGY, INC.
|
STATEMENTS
OF OPERATIONS
|
For
the Years ended July 31, 2021 and 2020
|
|
|
For the Year Ended
|
|
|
For the Year Ended
|
|
|
|
July 31,
|
|
|
July 31,
|
|
|
|
2021
|
|
|
2020
|
|
Expenses
|
|
|
|
|
|
|
|
|
General and administration
|
|
$
|
7,500
|
|
|
$
|
12,740
|
|
|
|
|
|
|
|
|
|
|
Net Loss and comprehensive loss
|
|
$
|
(7,500
|
)
|
|
$
|
(12,740
|
)
|
|
|
|
|
|
|
|
|
|
Basic and Fully Diluted Loss per
Share
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
46,981,059
|
|
|
|
46,981,059
|
|
The
accompanying notes are an integral part of these audited financial statements.
POINT
OF CARE NANO-TECHNOLOGY, INC
|
STATEMENT
OF STOCKHOLDERS’ DEFICIT
|
FOR
THE YEARS ENDED JULY 31, 2021 AND 2020
|
|
|
Common Stock
|
|
|
Additional
|
|
|
|
|
|
Total
|
|
|
|
$0.0001 Par Value
|
|
|
Paid-in
|
|
|
Accumulated
|
|
|
Stockholders’
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, July 31, 2020
|
|
|
46,981,059
|
|
|
$
|
4,698
|
|
|
$
|
120,187,429
|
|
|
$
|
(120,204,867
|
)
|
|
$
|
(12,740
|
)
|
Net income (loss)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(7,500
|
)
|
|
|
(7,500
|
)
|
Balance, July 31, 2020
|
|
|
46,981,059
|
|
|
$
|
4,698
|
|
|
$
|
120,187,429
|
|
|
$
|
(120,212,367
|
)
|
|
$
|
(20,240
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, July 31, 2019
|
|
|
46,981,059
|
|
|
$
|
4,698
|
|
|
$
|
120,187,429
|
|
|
$
|
(120,192,700
|
)
|
|
$
|
(573
|
)
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(12,167
|
)
|
|
|
(12,167
|
)
|
Balance, July 31, 2020
|
|
|
46,981,059
|
|
|
$
|
4,698
|
|
|
$
|
120,187,429
|
|
|
$
|
(120,204,867
|
)
|
|
$
|
(12,740
|
)
|
The
accompanying notes are an integral part of these audited financial statements.
POINT
OF CARE NANO-TECHNOLOGY, INC.
|
STATEMENTS
OF CASH FLOWS
For the Years ended July 31, 2021 and 2020
|
|
|
For the Year
Ended
|
|
|
For the Year
Ended
|
|
|
|
July 31,
|
|
|
July 31,
|
|
|
|
2021
|
|
|
2020
|
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
7,500
|
|
|
$
|
12,167
|
|
Changes in operating assets and liabilities
Increase in accounts payable and accrued charges
|
|
|
(7,500
|
)
|
|
|
(12,167
|
)
|
Net cash used by operating activities
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cash Flows
from Investing Activities
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cash Flows
from Financing Activities
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash
|
|
|
-
|
|
|
|
-
|
|
Cash at beginning of year
|
|
|
-
|
|
|
|
-
|
|
Cash at end of year
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosures of Cash Flow Information:
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
Income tax
|
|
$
|
-
|
|
|
$
|
-
|
|
The
accompanying notes are an integral part of these audited financial statements.
POINT
OF CARE NANO-TECHNOLOGY, INC.
NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 2021 AND 2020
Note 1
|
COMPANY
AND BACKGROUND
|
Point
of Care Nano-Technology, Inc. (the “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 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.”
Since
February 26, 2015, the Company’s business model has 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 had been engaged in the various business since its incorporation. 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. The Company’s plan of operation over the next 12 months is to seek
new business assets in the life sciences industry. The Company cannot make any guarantee that it will be successful in achieving this
goal.
On
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 26,000,000 shares of Common Stock. This transaction was not closed by July 31, 2021.
The
Company’s principal executive office location and mailing address is 109 Ambersweet Way, Davenport, FL 33897 and its telephone number
is 732-723-7395.
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 July 31, 2021, the Company had not yet achieved profitable operations and had accumulated losses of $120,410,389 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
directors and executive officers own, directly or indirectly, beneficially and in the aggregate, the majority of the voting power of
the outstanding capital stock of the Company. Accordingly, directors, executive officers and their affiliates, if they voted their shares
uniformly, would have 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.
The
financial statements have been prepared assuming that the Company will continue as a going concern. As of July 31, 2021, the Company
had working capital deficit of $20,240, and accumulated losses since inception of $120,212,367. These factors raise substantial doubt
about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will
depend on many factors including the success of the Company’s development efforts and the Company’s efforts to raise capital.
Management also believes the Company needs to raise additional capital for working purposes. There is no assurance that such financing
will be available in the future. The financial statements of the Company do not include any adjustments relating to the recoverability
and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be
unable to continue as a going concern.
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, the more significant of which are as follows:
Critical
Accounting Policies and Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
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 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.
Comprehensive
Income (Loss)
The
Company adopted FASB Codification topic (“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.
Net
Income (Loss) per Common Share
FASB
Codification topic (“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.
Financial
Instruments
Financial
instruments consist of accounts payable and accrued liabilities. 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.
The
Company has adopted (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 the lowest level of any input that is significant to the
fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment
in determining fair value of assets and liabilities, and Level 3 assets and liabilities involve greater judgment than Level 1 and Level
2 assets or liabilities.
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 principal business segment.
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.
Note 5
|
COMMON
and PREFERRED STOCK
|
The
Company has authorized capital of 75,000,000 shares of common stock and 25,000,000 shares of “blank check” preferred stock,
each with a par value of $0.001. The Company agreed to issue 1,000 Shares of Series A Preferred Stock to Mr. Nicholas DeVito on April
15, 2021. The shares were not issued by July 31, 2021 (see Note 7: Subsequent Events).
There
were no warrants or options outstanding as of July 31, 2021.
At
July 31, 2021, no tax benefit has been recorded with respect to the net operating loss in the financial statements as the management
of the Company believes that the realization of the Company’s net deferred tax assets would not be considered more likely than not
and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full valuation allowance. The Company has
a net operating loss carryforward of approximately $1,750,453.
Deferred
tax assets consist primarily of the tax effect of Net Operating Loss (“NOL”) carry-forwards. The Company estimated the expected
income tax benefit from NOL carry-forwards of $446,000 and $444,000 as of July 31, 2021 and 2020, respectively, of which the Company
provided a full valuation allowance of $446,000 and $444,000, respectively, and thus had a deferred tax asset, net of valuation allowance
of $nil as of July 31, 2021 and 2020, respectively. The Company’s blended federal statutory income tax rate was 25.46% of which
a NOL carry-forwards blended rate of 25.46% offset this rate and thus the effective income tax rate for the period from Inception (April
15, 2020) to July 31, 2021 was 0%, or nil.
The
Company’s income tax filings are subject to audit by various taxing authorities. The Company’s open audit periods include from
Inception (June 10, 2010) to the current tax year.
On
August 2, 2021, the Company issued 1,000 Shares of Series A Preferred Stock.
POINT
OF CARE NANO-TECHNOLOGY, INC.
|
BALANCE
SHEETS
|
For
the Quarters Ended
|
Unaudited
|
|
|
31-July 20
|
|
|
31-Oct-20
|
|
|
31-Jan-21
|
|
|
30-April-21
|
|
|
31-July-21
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total Current Assets
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts Payable and Accrued
Charges
|
|
|
12,740
|
|
|
|
12,740
|
|
|
|
12,740
|
|
|
|
12,740
|
|
|
|
20,240
|
|
Total Current Liabilities
|
|
|
12,740
|
|
|
|
12,740
|
|
|
|
12,740
|
|
|
|
12,740
|
|
|
|
20,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Term Liabilities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total Liabilities
|
|
|
12,740
|
|
|
|
12,740
|
|
|
|
12,740
|
|
|
|
12,740
|
|
|
|
20,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,000,000 common shares of $.001 par value each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000,000 preferred shares of $.001 par value each
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued and outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,981,059 shares of common stock
|
|
|
4,698
|
|
|
|
4,698
|
|
|
|
4,698
|
|
|
|
4,698
|
|
|
|
4,698
|
|
Additional Paid in Capital
|
|
|
120,187,429
|
|
|
|
120,187,429
|
|
|
|
120,187,429
|
|
|
|
120,187,429
|
|
|
|
120,187,429
|
|
Accumulated Deficit
|
|
|
(120,204,867
|
)
|
|
|
(120,204,867
|
)
|
|
|
(120,204,867
|
)
|
|
|
(120,204,867
|
)
|
|
|
(120,212,367
|
)
|
Total Equity
|
|
|
(12,740
|
)
|
|
|
(12,740
|
)
|
|
|
(12,740
|
)
|
|
|
(12,740
|
)
|
|
|
(20,240
|
)
|
TOTAL LIABILITIES
AND EQUITY
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
POINT
OF CARE NANO-TECHNOLOGY, INC.
|
STATEMENTS
OF OPERATIONS
|
For
the Quarters Ended
|
Unaudited
|
|
|
Three
Months Ended
|
|
|
Three
Months Ended
|
|
|
Six
Months Ended
|
|
|
Three
Months Ended
|
|
|
Nine
Months Ended
|
|
|
|
31-Oct-20
|
|
|
|
31-Oct-21
|
|
|
|
31-Jan-20
|
|
|
|
31-Jan-21
|
|
|
|
31-Jan-20
|
|
|
|
31-Jan-21
|
|
|
|
30-Apr-20
|
|
|
|
30-Apr-21
|
|
|
|
30-Apr-20
|
|
|
|
30-Apr-21
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total Expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
POINT
OF CARE NANO-TECHNOLOGY, INC.
|
STATEMENTS
OF CASH FLOWS
|
For
the Quarters Ended
|
Unaudited
|
|
|
Three
Months
Ended
|
|
|
Three
Months
Ended
|
|
|
Six
Months
Ended
|
|
|
Six
Months
Ended
|
|
|
Nine
Months
Ended
|
|
|
Nine
Months
Ended
|
|
|
Twelve
Months
Ended
|
|
|
Twelve
Months
Ended
|
|
|
|
31-Oct-20
|
|
|
31-Oct-21
|
|
|
31-Jan-20
|
|
|
31-Jan-21
|
|
|
30-Apr-20
|
|
|
30-Apr-21
|
|
|
31-Jul-20
|
|
|
31-Jul-21
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Cash Flow from Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(12,167
|
)
|
|
|
(7,500
|
)
|
Changes in working capital items
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
Accounts payable and accrued charges
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12,167
|
|
|
|
7,500
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net Cash provided
(used) by operating activities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Cash Flow from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by investing
activities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net cash provided
(used) by financing activities
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Net cash increase (decrease) for period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Cash - Beginning of period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash - End of period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
ADDITIONAL
NOTES TO FINANCIAL STATEMENTS
Note 1
|
Basis
of Presentation
|
The
interim financial statements included herein have been prepared by Point of Care Nano-Technology, Inc. (the “Company,”) without
audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote
disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles
(“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are
adequate to make the information presented not misleading.
These
statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for
fair presentation of the information contained therein. Interim results are not necessarily indicative of results for a full year. The
Company suggests that these financial statements be read in conjunction with the financial statements and notes thereto included in the
above annual report for the year ended July 31, 2021. The Company follows the same accounting policies in preparation of interim reports
as it does in its annual reports.
Note 2
|
Substantial
Doubt About Ability to Continue as a Going Concern
|
The
Company’s financial statements are presented on the going concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has incurred significant losses since inception and currently has and previously
from time to time has had limited funds with which to operate. These conditions raise substantial doubt as to the Company’s ability
to continue as a going concern. Management is in the process of executing a strategy based upon a new strategic direction in the life
sciences space. The Company has several technologies in the commercialization phase and in development. The Company is seeking acquisitions
of biotechnology assets in support of this direction. The Company is dependent on external sources of capital to help fund its operations.
Although
the Company cannot make assurances that additional capital financing will be available to it on acceptable terms, or at all, management
is in the process of executing a plan that it believes will provide the Company with sufficient funds to, at a minimum, to allow us the
Company to continue operations through the end of the 2022.
The
financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going
concern.
On
August 2, 2021, the Company issued 1,000 Shares of Series A Preferred Stock.
Point of Care Nano Techn... (CE) (USOTC:PCNT)
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