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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 

(Mark One)

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED: January 31, 2024

 

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from to

 

Commission File Number: 000-56356

 

POINT OF CARE NANO-TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)

 

Nevada   27-2830681
(State or Other Jurisdiction of
Incorporation or Organization)		   (I.R.S. Employer
Identification No.)
     
531 US HWY 22 East
Suite 232
Whitehouse Station, NJ 08889
(Address of principal executive offices) (Zip Code)
 
(732) 723-7395
(Registrant’s telephone number)
 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

o Large accelerated filer o Accelerated filer
x Non-accelerated Filer x Smaller reporting company
    o Emerging growth company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Not applicable.        

 

The number of the registrant’s shares of common stock outstanding was 72,790,621 as of December 12, 2024.

1

POINT OF CARE NANO-TECHNOLOGY, INC.

FORM 10-Q

 

TABLE OF CONTENTS

 

      Page
PART I—FINANCIAL INFORMATION    
     
Item 1. Consolidated Financial Statements   3
  Condensed Balance Sheets as of January 31, 2024 (unaudited) and July 31, 2023   3
  Condensed Statements of Operations for the Three and Six Months Ended January 31, 2024 (unaudited) and the Three and Six Months Ended January 31, 2023 (unaudited)   4
  Condensed Statement of Equity for the Three and Six Months Ended January 31, 2024 (unaudited) and the Six Months Ended January 31, 2023 (unaudited)   5
  Condensed Statements of Cash Flows for the Six Months Ended January 31, 2024 (unaudited) and the Six Months Ended January 31, 2023 (unaudited)   6
  Notes to Condensed Financial Statements (unaudited)   7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   14
Item 3. Quantitative and Qualitative Disclosures About Market Risk   17
Item 4. Controls and Procedures   17
       
PART II—OTHER INFORMATION  
       
Item 1. Legal Proceedings   18
Item 1A. Risk Factors   18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds   18
Item 3. Defaults Upon Senior Securities   18
Item 4. Mine Safety Disclosures   18
Item 5. Other Information   18
Item 6. Exhibits   19
       
SIGNATURES 20

 

NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q for Point of Care Nano-Technology, Inc. may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” believe,” “estimate” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Such statements are only predictions and our actual results may differ materially from those anticipated in these forward-looking statements. We believe that it is important to communicate future expectations to investors. However, there may be events in the future that we are not able to accurately predict or control. Factors that may cause such differences include, but are not limited to, those discussed under Item 1A. Risk Factors in the Company’s 10K/A filed with the Securities and Exchange Commission (“SEC”) on October 31, 2024.

2

ITEM 1. FINANCIAL STATEMENTS

 

POINT OF CARE NANO-TECHNOLOGY, INC.

CONDENSED BALANCE SHEETS

As of January 31, 2024 and July 31, 2023
(Unaudited)

 

   January 31, 2024   July 31, 2023 
ASSETS
 Current Assets          
 Cash  $273   $498 
 Prepaid Expenses   2,400    5,280 
Current Assets   2,673    5,778 
 Intangible Asset - License (Note 7)   113,113    118,865 
 Total Assets  $115,786   $124,643 
           
           
 LIABILITIES AND STOCKHOLDERS’ DEFICIT
 Current Liabilities          
 Accounts Payable and Accrued Expenses  $145,550   $141,414 
           
 Total Liabilities   145,550    141,414 
           
 Stockholders’ Deficit          
 Preferred Stock, par value $.0001, (Note 5) 10,000,000 shares authorized; 1,000 shares issued and outstanding   1    1 
Common Stock, par value $.0001, (Note 5) 100,000,000 shares authorized; 420,621 shares issued and outstanding   42    42 
 Unissued Common Stock   750,000    750,000 
 Share Subscriptions Received (Note 5)   20,000    20,000 
 Additional Paid-In Capital   120,192,085    120,192,085 
 Accumulated Deficit   (120,991,891)   (120,978,899)
 Total Stockholders’ Deficit   (29,763)   (16,771)
 Total Liabilities and Stockholders’ Deficit  $115,786   $124,643 
           

See accompanying notes to the interim financial statements.

3

POINT OF CARE NANO-TECHNOLOGY, INC.
CONDENSED STATEMENTS OF OPERATIONS
For the Three and Six Months Ended January 31, 2024 and 2023
(Unaudited)

 

   For the Three   For the Three   For the Six   For the Six 
   Months Ended   Months Ended   Months Ended   Months Ended 
   January 31, 2024   January 31, 2023   January 31, 2024   January 31, 2023 
 Operating Expenses:                    
 Amortization Expense   2,876    1,151    5,752    2,301 
 General and Administrative Expense   3,297    3,634    4,962    27,356 
 Professional Fees   512    8,370    2,279    11,568 
 Total Expenses:  $6,684   $13,155   $12,993   $41,225 
                     
Net Operating and Comprehensive Loss  $(6,684)  $(13,155)  $(12,993)  $(41,225)
                     
Weighted average Net Loss per share, basic and diluted  $(0.01)  $(0.01)  $(0.02)  $(0.04)
                     
Weighted average number of common shares outstanding   420,621    940,621    

420,621

    940,621 

 

See accompanying notes to the interim financial statements.

4

POINT OF CARE NANO-TECHNOLOGY, INC.
CONDENSED STATEMENTS OF EQUITY
(Unaudited)

 

For the Three and Six-Month Period Ended January 31, 2024

 

                                           Total 
                   Share Subscription   Unissued           Additional   Accumulated   Stockholders’ 
   Preferred Stock   Common Stock   Received   Common Stock   Treasury Stock   Paid-In Capital   Deficit   Deficit 
   #   $   #   $   $   $   #   $   $   $   $ 
Balance, July 31, 2023   1,000    1    420,621    42    20,000    750,000    -    -    120,192,085    (120,978,899)   (16,771)
Net Loss for the period   -    -    -    -    -    -    -    -    -    (6,308)   (6,308)
Balance, October 31, 2023   1,000    1    420,621    42    20,000    750,000    -    -    120,192,085    (120,985,207)   (23,079)
Net Loss for the period   -    -    -    -    -    -    -    -    -    (6,684)   (6,684)
Balance, January 31, 2024   1,000    1    420,621    42    20,000    750,000    -    -    120,192,085    (120,991,891)   (29,763)

 

For the Three and Six-Month Period Ended January 31, 2023

 

                                           Total 
                   Share Subscription   Unissued           Additional   Accumulated   Stockholders’ 
   Preferred Stock   Common Stock   Received   Common Stock   Treasury Stock   Paid-In Capital   Deficit   Deficit 
   #   $   #   $   $   $   #   $   $   $   $ 
Balance, July 31, 2022   1,000    1    940,621    94    -    750,000    (520,000)   (52)   120,192,085    (120,900,882)   41,246 
Share Subscription Received   -    -    -    -    10,000    -    -    -    -    -    - 
Net Loss for the period   -    -    -    -    -    -    -    -    -    (28,071)   (28,071)
Balance, October 31, 2022   1,000    1    940,621    94    10,000    750,000    (520,000)   (52)   120,192,085    (120,928,953)   23,175 
Share Subscription Received   -    -    -    -    10,000    -    -    -    -    -    - 
Net Loss for the period   -    -    -    -    -    -    -    -    -    (13,155)   (13,155)
Balance, January 31, 2023   1,000    1    940,621    94    20,000    750,000    (520,000)   (52)   120,192,085    (120,942,108)   20,020 

 

See accompanying notes to the interim financial statements.

5

POINT OF CARE NANO-TECHNOLOGY, INC.
CONDENSED STATEMENTS OF CASH FLOWS
For the Six Months Ended January 31, 2024 and January 31, 2023
(Unaudited)

 

   For the Six   For the Six 
   Months Ended   Months Ended 
   January 31, 2024   January 31, 2023 
Cash Flows from Operating Activities:          
Net Loss  $(12,993)  $(41,225)
Non Cash Expense:          
Amortization   5,752    2,301 
Change in Working Capital Items:          
Accounts payable and Accrued expenses   4,136    22,564 
Prepaid expense   2,880    (133)
Net Cash Used by Operating Activities   (225)   (16,494)
           
FINANCING ACTIVITIES          
Share Subscriptions Received   -    20,000 
Net cash provided by financing activities   -    20,000 
           
Change in cash for the period   (225)   3,506 
Beginning Cash   498    3,198 
Ending Cash  $273   $6,704 
           
           
Supplemental disclosures of cash flow - cash paid for :          
Interest  $-   $- 
Income Tax  $-   $- 

 

See accompanying notes to the interim financial statements.

6

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.”

 

On February 26, 2015, the Company’s business model was related to using its license, under a certain license agreement (the “License Agreement”) from Lamina Equities Corporation, to first develop and then manufacture saliva-based medical diagnosis products. The Company was not successful and discontinued the majority of its operations by July 31, 2016. Beginning from August 2016, the Company’s plan, which it has since discontinued, was to provide business services and financing to emerging growth entities.

 

On April 15, 2021, the Company accepted the resignations of Dr. Guirguis and Mr. El-Salhy, received a mutual release from both, and appointed Mr. Nicholas DeVito to be Director, Chief Executive Officer and Chief Financial Officer. In addition, for his services to the Company, Mr. DeVito was awarded 1,000 shares of Class A Preferred Stock that grants him 80% voting rights.

 

Also on April 15, 2021 the Company agreed to form a subsidiary and transfer all debts and the License Agreement back to Dr. Guirguis in exchange for 520,000 shares of Common Stock. On August 21, 2021, the Company formed the wholly owned subsidiary, DRG Transfer, Inc. This transaction closed on March 26, 2022.

 

 On July 2, 2021, the Company incorporated a wholly owned subsidiary, Duo Sciences, Inc. (“DSI”).

 

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

 

The Company’s principal executive office location and mailing address is 531 US HWY 22 EAST, Suite 232, Whitehouse Station, NJ 08889.

 

These financial statements have been prepared in accordance with generally accepted principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern. At January 31, 2024, the Company had not yet achieved profitable operations and had accumulated losses of $120,991,891 since its inception, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

 

Note 2 CONTROL BY PRINCIPAL OWNERS

 

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

7

Note 3 INTERIM REPORTING

 

While the information presented in the accompanying interim three month financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s July 31, 2023 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s July 31, 2023 annual financial statements. Operating results for the three months ended January 31, 2024 are not necessarily indicative of the results that can be expected for the year ended July 31, 2024 .

 

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:

 

Consolidation

 

The accompanying consolidated financial statement include the accounts of the Company and its wholly owned subsidiary Duo Sciences Inc. (“DSI”)

 

Use of 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. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

 

Financial Instruments

 

Financial instruments consist of cash and accounts payable and accrued liabilities. The carrying amounts of the financial instruments approximate their fair values due to their relatively short-term nature of the underlying terms are consistent with market terms. As of the financial statement date, the Company does not hold any derivate financial instruments. Financial assets and liabilities are measured upon first recognition and reviewed at the financial statement date. Changes in fair value are recognized through profit and loss. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

 

Fair Value Measurements

 

The Company follows FASB Codification topic (“ASC”) 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

 

The Company has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.

8

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.

 

Revenue Recognition

 

Effective August 1, 2018, the Company adopted ASC, Topic 606, “Revenue from Contracts with Customers”, using the modified retrospective transition method as permissible for all contracts not yet completed as of August 1, 2018. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments.

 

Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contracts) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

 

Income Taxes

 

The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As the Company has yet to produce positive cash flows from operations, no deferred tax asset or income taxes have been recorded in the financial statements.

 

Comprehensive Income (Loss)

 

The Company adopted FASB ASC 220, Reporting Comprehensive Income, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder’s equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Company has not had any comprehensive income / loss.

 

Net Income (Loss) per Common Share

 

FASB ASC 260, Earnings per share, requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. Accordingly, although the diluted weighted average number of common stock outstanding is disclosed on the statements of operation, the calculated net loss per share is the same for bother basic and diluted as both are based on the basic weighted average of common stock outstanding. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.

9

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.

 

Intangible assets

 

Intangible asset are non-monetary identifiable assets, controlled by the Company that will produce future economic benefits, based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measure at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with an indefinite useful life shall not be amortized until its useful life is determined to be longer than indefinite. An intangible asset subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered.

 

The license agreements has been capitalized, recorded at cost and amortized over its estimated useful life of ten years. Amortization has been determined based on a pro rata basis over the expected cash flows.

 

Non-cash transactions

 

The Company follows FASB ASC 845 then recording non-cash transactions. The value of the asset received should be based on the value of the assets surrendered. However, where that value is difficult to determine, then the value could be based on the asset received, provided it is more clearly evident than the value of the asset surrendered.

 

Related Parties

 

The Company adopted FASB ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

 

Recent Accounting Pronouncements

 

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.

 

Note 5 COMMON and PREFERRED STOCK

 

The Company has authorized capital of 100,000,000 shares of common stock, par value of $0.0001 per share, and 10,000,000 shares of “blank check” preferred stock, par value of $0.0001 per share, of which none have been designated as Series A Nonconvertible Preferred Stock (the “Series A Preferred Stock”). During the six months ended January 31, 2024, the Company had no equity transactions. During the year ended July 31, 2023, the Company had the following transactions:

 

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

 

On August 2, 2021, the Company issued 1,000 Series A Preferred Stock to Nicholas DeVito, our Chief Executive Officer as compensation. The Preferred Stock gives DeVito 80% control of the voting stock of the Company. Mr. DeVito surrendered his preferred shares in exchange for 5,000,000 shares of Company common stock on May 21, 2024.

10

On April 10, 2022, the Company entered into an agreement under which it agreed to issue 300,000 common shares in order to obtain a license to distribute product (See below). The Company has not yet issued those shares and the obligation to do so is recorded as a $750,000 unissued stock in equity.

 

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

 

On August 24, 2022, the Company completed a financing with an investor for $20,000 in exchange for Units consisting of (i) one share of common stock, par value $0.0001 per share for $0.10 per share, (ii) one LOI option to purchase one share of common stock for $0.20 per share upon the Company signing a letter of intent with a third party and (iii) one Agreement option to purchase one share of common stock for $0.30 per share upon the Company signing an agreement with a third party.

 

There were no warrants or options outstanding as of January 31, 2024.

 

Note 6 SETTLEMENT AGREEMENT

 

On April 15, 2021, the Company formed a wholly owned subsidiary, DRG Transfer Inc. (“DRG”) and transferred all Company debts relating to the License Agreement business and the License Agreement to DRG to be split off to Dr. Guirguis in exchange for 520,000 shares (26,000,000 shares pre reverse split) of our common stock held by Dr. Guirguis. This transaction closed on March 26, 2022 with Dr. Guirguis giving up and transferring to DRG all the rights, title and interest in the 520,000 shares and DRG contributing all of the legacy business debt and the License Agreement to DRG Transfer, Inc, a Nevada corporation, and transferring all of the outstanding capital stock in DRG Transfer, Inc. to Dr. Guirguis Outstanding debts of the Company that were generated while Mr. Guirguis operated the Company, measured as of April 15, 2021, consisted solely of unknown contingent liabilities (which could be identified or quantified at that time and which, to date, have been non-material or nil.

 

Note 7 LICENSE PURCHASED and INTANGIBLE ASSETS

 

On April 11, 2022, the Company, through its wholly owned subsidiary DSI, acquired an exclusive license to distribute in the USA, Canada and Mexico, certain intellectual property in animal nutrition and animal supplements from Cedoga Consulting, LLC. The Company receives 10% of all licensing fees due to Cedoga in exchange for 300,000 post reverse split shares of common stock of the Company. Under the terms of the agreement, the Company will pay royalties from sub-licensing on the following basis:

 

  ● 90% of net royalties for sale and initial payments up to $100,000,000 per calendar year.

 

  ● 95% of net royalties received for continuing sales above $100,000,000 per calendar year.

 

  ● 90% of any lump up-front payment sub-licensing fees.

 

  ● Option to purchase 200,000 shares of the Company’s common stock when net sales exceed $100,000,000.

 

The license value has been based on the expected discounted cash flows the license will generate to the Company over its estimated 10 year life. The Company’s common shares are very lightly traded and management determined that their market value are not reliable as a determinant of value for this transaction.

 

   January 31,   July 31, 
   2024   2023 
License  $125,000   $125,000 
Accumulated amortization   11,887    6,135 
Balance, end of year  $113,113   $118,865 

11

Note 8 EXCLUSIVE SALES SUB-LICENSING AGREEMENT

 

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

 

  ● Lucy will pay the Company a one-time sub-license fee of $100,000 on execution of the sub-licensing agreement.
     
  ● Lucy will pay the Company royalties of 5% of Net Revenue, calculated and payable quarterly. Net Revenue is defined as total revenue less direct cost of materials, manufacturing, packaging and delivery expenses and less excise, sales or similar taxes.

 

Note 9 SUBSEQUENT EVENTS

 

On May 20, 2024, Point of Care Nano-Technology, Inc. (the “Company”) entered into an asset purchase agreement (the “Agreement”) with Point of Care Nano-Technology, LLC (“Point”) pursuant to which it agreed to acquire (the “Acquisition”) substantially all of the assets of Point (the “Assets”), consisting primarily of proprietary information and know-how for the developing and commercialization of kits to diagnose illnesses through the testing of human saliva, referred to as the “EZ Saliva” test kits, and cash in the amount of $101,400.

 

In exchange for the Assets, the Company issued to Point and/or its designees 66,000,000 restricted shares of common stock (the “Consideration Shares”).

 

Upon the closing of the Acquisition, which effected a change of control of the Company, Dr. Raouf Guirguis, the controlling member of Point, became a director of the Company and Chief Scientific Officer. Dr. Guirguis also acquired, directly and indirectly, 34,647,800 of the Consideration Shares, or approximately 47.6% of the shares of common stock outstanding after completion of the Acquisition. Mr. Nathan Keele, an associate of Dr. Guirguis and responsible for marketing efforts at Point, also was appointed to the board of directors of the Company. Mr. Keele will continue his marketing efforts at the Company. Mr. Keele acquired 18,903,200 of the Consideration Shares, or approximately 26.5% of the shares of common stock outstanding after completion of the Acquisition.

 

Nicholas DeVito, the controlling stockholder of the Company prior to the Acquisition through the 1,000 shares of super-majority class A preferred stock (the “Preferred Stock”) of the Company that he held and through which he exercised eighty percent (80%) voting control over the Company, surrendered to the Company for cancellation the Preferred Stock and received, in exchange, 5,000,000 shares of common stock. Mr. DeVito will retain his positions as Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company as well as his status as a member of board of directors.

 

The shares of Company common stock being issued in connection with the Acquisition (as described above) were issued in accordance with a private placement exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and are considered “restricted securities.”

12

In connection with the Acquisition, the Company entered into a license agreement (the “License Agreement”) with Zeus Diagnostics, LLC (“Zeus”), a Delaware limited liability company controlled by Dr. Guirguis, pursuant to which the Company acquired an exclusive, in perpetuity, license, with a right to sublicense, in the Territory (Canada, the United States and Mexico) to the “Zeus Know-How” which consists of all information related to the manufacture and commercialization of saliva tests derived from patents owned by Zeus. The Company paid Zeus a one-time, non-refundable up-front cash fee of $35,000 (which is creditable against other payments due) and will pay Zeus a royalty on “Net Sales” (as defined in the License Agreement) of Seven and One-Half Percent (7.5%) during each calendar quarter.

 

Following the closing of the Acquisition, business will focus on the EZ Saliva product commercialization activity previously carried on by Point.

 

On October 2, 2024 the Company issued 1,270,000 shares of common stock to three investors and raised $30,000.

 

On November 5, 2024, the Company issued 100,000 shares of common stock to one investor and raised $50,000.

13

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

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

 

Overview

 

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 did not have the financial resources to pursue business development relating to the Lamina license and this business was discontinued and split off.

 

On April 11, 2022, we, through our newly established, wholly owned subsidiary, DSI, acquired an exclusive license from Cedoga to distribute in the USA, Canada and Mexico, certain intellectual property of Cedoga relating to animal nutrition and animal supplements. On April 19, 2022, we, through DSI, signed an exclusive representative and sublicensing agreement with Lucy Pet Products Inc. pursuant to which Lucy has agreed to manufacture, market and distribute on our behalf pet products created from the Cedoga IP. There can be no assurance that we will be successful marketing the Cedoga IP or that Lucy or other sublicensees of the Cedoga IP will be successful in their business development efforts.

 

Recent Activities

 

On May 30, 2024, we engaged and executed an agreement with Fruci & Associates II (“Fruci”), PLLC as our new independent accountant for the fiscal years ended July 31, 2023 and 2022.

 

On May 20, 2024, we entered into an asset purchase agreement (the “Agreement”) with Point of Care Nano-Technology, LLC (“Point”). Point was the company (unrelated to us) that Dr. Raouf Guirguis established to operate the business that Dr. Guirguis took back as a result of the consummation of the Spin Off Agreements (discussed below). Pursuant to this Agreement we agreed to acquire (the “Acquisition”) substantially all of the North American assets of Point (the “Assets”), consisting primarily of proprietary information and know-how for the developing and commercialization of kits for drug testing and to diagnose illnesses through the testing of human saliva, referred to as the “EZ Saliva” test kits, and cash in the amount of $101,400.

 

In exchange for the Assets, we issued to Point and/or its designees 66,000,000 restricted shares of our common stock (the “Consideration Shares”).

14

Upon the closing of the Acquisition, which effected a change of control of the Company, Dr. Raouf Guirguis, the controlling member of Point, became a director of the Company and Chief Scientific Officer. Dr. Guirguis also acquired, directly and indirectly, 34,596,800 of the Consideration Shares, or approximately 48.4% of the shares of our common stock outstanding after completion of the Acquisition. Mr. Nathan Keele, an associate of Dr. Guirguis and responsible for marketing efforts at Point, also was appointed to the board of directors of the Company. Mr. Keele will continue his marketing efforts at the Company. Mr. Keele acquired 18,903,200 of the Consideration Shares, or approximately 26.5% of the shares of our common stock outstanding after completion of the Acquisition.

 

Nicholas DeVito, our controlling stockholder prior to the Acquisition through the 1,000 shares of our super-majority class A preferred stock (the “Preferred Stock”) that he held and through which he exercised eighty percent (80%) voting control over the Company, surrendered to us for cancellation the Preferred Stock and received, in exchange, 5,000,000 shares of our common stock. Mr. DeVito will retain his positions as our Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary as well as his status as a member of our board of directors.

 

The shares of Company common stock issued in connection with the Acquisition (as described above) were issued in accordance with a private placement exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and are considered “restricted securities.”

 

In connection with the Acquisition, we entered into a license agreement (the “License Agreement”) with Zeus Diagnostics, LLC (“Zeus”), a Delaware limited liability company controlled by Dr. Guirguis, pursuant to which we acquired an exclusive, in perpetuity, license, with a right to sublicense, in the Territory (Canada, the United States and Mexico) the “Zeus Know-How” which consists of all information related to the manufacture and commercialization of saliva tests derived from patents owned by Zeus. We paid Zeus a one-time, non-refundable up-front cash fee of $35,000 (which is creditable against other payments due) and will pay Zeus a royalty on “Net Sales” (as defined in the License Agreement) of seven and one-half Percent (7.5%) during each calendar quarter.

 

Following the closing of the Acquisition, our business has begun to focus on the EZ Saliva product commercialization activity previously carried on by Point.

 

The description of the agreement discussed above does not purport to be complete and the reader should refer to the full text of the agreements as exhibits to our Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 10, 2024.

 

On November 21, 2023, the Company changed transfer agents to ClearTrust, LLC from Sedona Equity Registrar & Transfer.

 

On February 28, 2023, the Company changed transfer agents to Sedona Equity Registrar & Transfer, Inc. from Vstock Transfer.

 

On December 12, 2022, the Company entered into an asset purchase agreement with Global Foods Group, LLC (“GFG”) and its principal shareholder pursuant to which it agreed to acquire substantially all of the assets of GFG, consisting of assets relating to the sugar substitute that GFG has been developing, Jaca®. In exchange for the Jaca related assets, the Company will issue to GFG and its designees 7,000,000 shares of the Company’s common stock. Upon the closing of this transaction, which will effect a change of control of the Company, Peter Ferrari, the principal of the controlling member of GFG, will become the CEO and a director of the Company and Nicholas DeVito, the current CEO and controlling stockholder of the Company though the 1,000 shares of super-majority Class A Preferred Stock that he holds, will retain his positions with the Company as Treasurer, Secretary and Chief Financial Officer and director, and he will exchange his Class A Preferred shares for 2,000,000 shares of the common stock of the Company. The closing of this acquisition is contingent upon, among other things, GFG’s raising a minimum of $1,500,000 to be contributed to the Company upon closing as part of the purchased assets, for working capital purposes. There can be no assurances that GFG will be able to raise these funds or that this acquisition will successfully close.

15

RESULTS OF OPERATIONS

 

Comparison of Three Months Ended January 31, 2024 and 2023

 

Revenues

 

Our total revenue was $0 for the three-month periods ended January 31, 2024 and 2023, respectively. 

 

Cost of Goods Sold

 

Our cost of goods sold was $0 for the three-month periods ended January 31, 2024 and 2023, respectively. 

 

Operating Expenses (including Selling, General and Administrative Expenses)

 

For the three months ended January 31, 2024, our operating expenses decreased to $6,684 from $13,155 for the three months ended January 31, 2023. The decrease was primarily due to decreased consulting, legal, filing and investor expenses.

 

Net Other Income (Expense)

 

Our net other income (expenses) was $0 for the three-month period ended January 31, 2024 and 2023, respectively. 

 

Income Tax Expense

 

Income tax expense was $0 and $0 for the three-month period ended January 31, 2024 and 2023, respectively.

 

Net Loss

 

As a result of the foregoing factors, we had a net loss of $6,684 for the three months ended January 31, 2024, as compared to a net loss of $13,155 for the three months ended January 31, 2023.

 

Comparison of Six Months Ended January 31, 2024 and 2023

 

Revenues

 

Our total revenue was $0 for the six-month periods ended January 31, 2024 and 2023, respectively. 

 

Cost of Goods Sold

 

Our cost of goods sold was $0 for the six-month periods ended January 31, 2024 and 2023, respectively. 

 

Operating Expenses (including Selling, General and Administrative Expenses)

 

For the six months ended January 31, 2024, our operating expenses decreased to $12,993 from $41,255 for the six months ended January 31, 2023. The decrease was primarily due to decreased consulting, legal, filing and investor expenses.

 

Net Other Income (Expense)

 

Our net other income (expenses) was $0 for the six-month period ended January 31, 2024 and 2023, respectively.

16

Income Tax Expense

 

Income tax expense was $0 and $0 for the six-month period ended January 31, 2024 and 2023, respectively.

 

Net Loss

 

As a result of the foregoing factors, we had a net loss of $ 12,993 for the six months ended January 31, 2024, as compared to a net loss of $41,225 for the six months ended January 31, 2023.

 

LIQUIDITY AND CAPITAL RESOURCES

 

At January 31, 2024, we had $273 in cash, compared to $ 498 at July 31, 2023. At January 31, 2024, our accumulated deficit was $120,991,891 compared to $120,978,899 at July 31, 2023. There is substantial doubt as to our ability to continue as a going concern.

 

The Company has had ($225) cash flow from operations and no cash flow from financing for the fiscal quarter ended January 31, 2024 and ($16,494) cash flow from operations and $20,000 cash flow from financing for the fiscal quarter ending January 31, 2023. In the future, the Company’s cash flow will depend on the timely and successful market entry of the Company’s expected strategic offerings, although we cannot guarantee that we will be successful in our strategic offering efforts.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Our principal executive and financial officer, Nicholas DeVito, evaluated the effectiveness of our disclosure controls and procedures as of January 31, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

 

Based on that evaluation, as of January 31, 2024, our interim principal executive and financial officer identified the following material weaknesses:

 

  ● We do not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of accounting principles generally accepted in the United States commensurate with our financial reporting requirements. To mitigate the current limited resources and limited employees, we rely heavily on the use of external legal and accounting professionals.

 

Our management has identified the steps necessary to address the material weaknesses, and as soon as we have available funds, we will implement the following remedial procedures:

 

  ● We will hire personnel with technical accounting expertise to further support our current accounting personnel. As necessary, we will continue to engage consultants or outside accounting firms in order to ensure proper accounting for our financial statements.

17

We intend to complete the remediation of the material weaknesses discussed above as soon as practicable but we can give no assurance that we will be able to do so. Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain a financial reporting system that adequately satisfies our reporting obligations. The remedial measures that we have taken and intend to take may not fully address the material weaknesses that we have identified, and material weaknesses in our disclosure controls and procedures may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable. We are committed to taking appropriate steps for remediation, as needed.

 

Changes in Internal Control over Financial Reporting

 

As required by Rule 13a-15(d) of the Exchange Act, our management, including our interim principal executive and financial officer, Nicholas DeVito, conducted an evaluation of the internal control over financial reporting to determine whether any changes occurred during the quarter ended January 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our acting principal executive and financial officer concluded there were no such changes during the quarter ended January 31, 2024.

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

 

ITEM 1A. RISK FACTORS.

 

For a discussion of the risk factors affecting our business, see our annual report on Form 10-K/A, filed with the Securities and Exchange Commission on October 31, 2024.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

During the three-month period ended January 31, 2024, we did not conduct any unregistered sales of our securities or repurchase    any of our common stock.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

18

ITEM 6. EXHIBITS

 

The following exhibits are filed as part of this report or incorporated by reference:

 

Exhibit       Incorporated by Reference   Filed or
Furnished
Number   Exhibit Description   Form   Exhibit   Filing Date   Herewith
3.1   Articles of Incorporation.   S-1   3.1   10/25/2010    
3.2   Amendment to Articles of Incorporation, dated August 28, 2014.   8-K   3.1   10/30/2014    
3.3   Amendment to Articles of Incorporation, dated March 31, 2015.   8-K   3.1   04/08/2015    
3.4   Certificate of Amendment by Custodian dated July 1, 2020   10-12g   3.4   10/15/2021    
3.5   Certificate of Designation of the Series A Non-Convertible Preferred Stock    10-12g     3.5    10/15/2021    
3.6   Bylaws.   S-1   3.2   10/25/2010    
                    X
                    X
101.INS   Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.               X
101.SCH   Inline XBRL Taxonomy Extension Schema Document               X
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document               X
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document               X
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document               X
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document               X
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)               X

19

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    POINT OF CARE NANO-TECHNOLOGY, INC.
    (Registrant)
Date: December 12, 2024    
  By:  /s/ Nicholas DeVito
    Nicholas DeVito
    Chief Executive Officer
(Principal Executive and Financial and
Accounting Officer)

20

 

 

Exhibit 31.1, 31.2

 

CERTIFICATIONS

 

I, Nicholas DeVito, certify that:

 

  1. I have reviewed this quarterly report on Form 10-Q of Point of Care Nano-technology, Inc.;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: December 12, 2024

 

/s/ Nicholas DeVito

Nicholas DeVito
Chief Executive Officer
(Principal Executive and Financial and
Accounting Officer)

 

 

 

Exhibit 32.1, 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned Interim Chief Executive Officer of Point of Care Nano-technology, Inc. (the “Company”), DOES HEREBY CERTIFY that:

 

1. The Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2024 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

 

IN WITNESS WHEREOF, each of the undersigned has executed this statement this 12th day of December 2024 .

 

/s/ Nicholas DeVito
Nicholas DeVito
Chief Executive Officer
(Principal Executive and Financial and Accounting
Officer)

 

A signed original of this written statement required by Section 906 has been provided to Point of Care Nano-Technology, Inc. and will be retained by Point of Care Nano-Technology, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 

v3.24.3
Cover - shares
 6 Months Ended
Jan. 31, 2024
Dec. 12, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jan. 31, 2024  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --07-31  
Entity File Number 000-56356  
Entity Registrant Name POINT OF CARE NANO-TECHNOLOGY, INC.  
Entity Central Index Key 0001504239  
Entity Tax Identification Number 27-2830681  
Entity Incorporation, State or Country Code NV  
Entity Address, Address Line One 531 US HWY 22 East  
Entity Address, Address Line Two Suite 232  
Entity Address, City or Town Whitehouse Station  
Entity Address, State or Province NJ  
Entity Address, Postal Zip Code 08889  
City Area Code 732  
Local Phone Number 723-7395  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   72,790,621
v3.24.3
CONDENSED BALANCE SHEETS (Unaudited) - USD ($)
Jan. 31, 2024
Jul. 31, 2023
 Current Assets    
 Cash $ 273 $ 498
 Prepaid Expenses 2,400 5,280
Current Assets 2,673 5,778
 Intangible Asset - License (Note 7) 113,113 118,865
 Total Assets 115,786 124,643
 Current Liabilities    
 Accounts Payable and Accrued Expenses 145,550 141,414
 Total Liabilities 145,550 141,414
 Stockholders’ Deficit    
 Preferred Stock, par value $.0001, (Note 5) 10,000,000 shares authorized; 1,000 shares issued and outstanding 1 1
Common Stock, par value $.0001, (Note 5) 100,000,000 shares authorized; 420,621 shares issued and outstanding 42 42
 Unissued Common Stock 750,000 750,000
 Share Subscriptions Received (Note 5) 20,000 20,000
 Additional Paid-In Capital 120,192,085 120,192,085
 Accumulated Deficit (120,991,891) (120,978,899)
 Total Stockholders’ Deficit (29,763) (16,771)
 Total Liabilities and Stockholders’ Deficit $ 115,786 $ 124,643
v3.24.3
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares
Jan. 31, 2024
Jul. 31, 2023
Statement of Financial Position [Abstract]    
Preferred Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Preferred Stock, Shares Authorized 10,000,000 10,000,000
Preferred Stock, Shares Issued 1,000 1,000
Preferred Stock, Shares Outstanding 1,000 1,000
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Common Stock, Shares Authorized 100,000,000 100,000,000
Common Stock, Shares, Issued 420,621 420,621
Common Stock, Shares, Outstanding 420,621 420,621
v3.24.3
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
 3 Months Ended 6 Months Ended
Jan. 31, 2024
Oct. 31, 2023
Jan. 31, 2023
Oct. 31, 2022
Jan. 31, 2024
Jan. 31, 2023
 Operating Expenses:            
 Amortization Expense $ 2,876   $ 1,151   $ 5,752 $ 2,301
 General and Administrative Expense 3,297   3,634   4,962 27,356
 Professional Fees 512   8,370   2,279 11,568
 Total Expenses: 6,684   13,155   12,993 41,225
Net Operating and Comprehensive Loss $ (6,684)   $ (13,155)   $ (12,993) $ (41,225)
Weighted average Net Loss per share, basic and diluted $ (0.01)   $ (0.01)   $ (0.02) $ (0.04)
Weighted average number of common shares outstanding 420,621   940,621   420,621 940,621
Balance, July 31, 2022 $ (23,079) $ (16,771) $ 23,175 $ 41,246 $ (16,771) $ 41,246
Net Loss for the period (6,684) (6,308) (13,155) (28,071) (12,993) (41,225)
Balance, January 31, 2023 (29,763) (23,079) 20,020 23,175 (29,763) 20,020
Share Subscription Received     20,000
Preferred Stock [Member]            
 Operating Expenses:            
Balance, July 31, 2022 $ 1 $ 1 $ 1 $ 1 $ 1 $ 1
Ending Balance, Shares 1,000 1,000 1,000 1,000 1,000 1,000
Net Loss for the period    
Balance, January 31, 2023 $ 1 $ 1 $ 1 $ 1 $ 1 $ 1
Ending Balance, Shares 1,000 1,000 1,000 1,000 1,000 1,000
Share Subscription Received        
Common Stock [Member]            
 Operating Expenses:            
Balance, July 31, 2022 $ 42 $ 42 $ 94 $ 94 $ 42 $ 94
Ending Balance, Shares 420,621 420,621 940,621 940,621 420,621 940,621
Net Loss for the period    
Balance, January 31, 2023 $ 42 $ 42 $ 94 $ 94 $ 42 $ 94
Ending Balance, Shares 420,621 420,621 940,621 940,621 420,621 940,621
Share Subscription Received        
Share Subscription Received [Member]            
 Operating Expenses:            
Balance, July 31, 2022 $ 20,000 $ 20,000 10,000 $ 20,000
Net Loss for the period    
Balance, January 31, 2023 20,000 20,000 20,000 10,000 20,000 20,000
Share Subscription Received     10,000 10,000    
Unissued Common Stock [Member]            
 Operating Expenses:            
Balance, July 31, 2022 750,000 750,000 750,000 750,000 750,000 750,000
Net Loss for the period    
Balance, January 31, 2023 750,000 750,000 750,000 750,000 750,000 750,000
Share Subscription Received        
Treasury Stock, Common [Member]            
 Operating Expenses:            
Balance, July 31, 2022 $ (52) $ (52) $ (52)
Ending Balance, Shares (520,000) (520,000) (520,000)
Net Loss for the period    
Balance, January 31, 2023 $ (52) $ (52) $ (52)
Ending Balance, Shares (520,000) (520,000) (520,000)
Share Subscription Received        
Additional Paid-in Capital [Member]            
 Operating Expenses:            
Balance, July 31, 2022 $ 120,192,085 $ 120,192,085 120,192,085 120,192,085 $ 120,192,085 $ 120,192,085
Net Loss for the period    
Balance, January 31, 2023 120,192,085 120,192,085 120,192,085 120,192,085 120,192,085 120,192,085
Share Subscription Received        
Retained Earnings [Member]            
 Operating Expenses:            
Balance, July 31, 2022 (120,985,207) (120,978,899) (120,928,953) (120,900,882) (120,978,899) (120,900,882)
Net Loss for the period (6,684) (6,308) (13,155) (28,071)    
Balance, January 31, 2023 $ (120,991,891) $ (120,985,207) (120,942,108) (120,928,953) $ (120,991,891) $ (120,942,108)
Share Subscription Received        
v3.24.3
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
 3 Months Ended 6 Months Ended
Jan. 31, 2024
Jan. 31, 2023
Oct. 31, 2022
Jan. 31, 2024
Jan. 31, 2023
Cash Flows from Operating Activities:          
Net Loss $ (6,684) $ (13,155) $ (28,071) $ (12,993) $ (41,225)
Non Cash Expense:          
Amortization 2,876 1,151   5,752 2,301
Change in Working Capital Items:          
Accounts payable and Accrued expenses       4,136 22,564
Prepaid expense       2,880 (133)
Net Cash Used by Operating Activities       (225) (16,494)
FINANCING ACTIVITIES          
Share Subscriptions Received   20,000
Net cash provided by financing activities       20,000
Change in cash for the period       (225) 3,506
Beginning Cash     $ 3,198 498 3,198
Ending Cash $ 273 $ 6,704   273 6,704
Supplemental disclosures of cash flow - cash paid for :          
Interest      
Income Tax      
v3.24.3
COMPANY AND BACKGROUND
 6 Months Ended
Jan. 31, 2024
Accounting Policies [Abstract]  
COMPANY AND BACKGROUND

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.”

 

On February 26, 2015, the Company’s business model was related to using its license, under a certain license agreement (the “License Agreement”) from Lamina Equities Corporation, to first develop and then manufacture saliva-based medical diagnosis products. The Company was not successful and discontinued the majority of its operations by July 31, 2016. Beginning from August 2016, the Company’s plan, which it has since discontinued, was to provide business services and financing to emerging growth entities.

 

On April 15, 2021, the Company accepted the resignations of Dr. Guirguis and Mr. El-Salhy, received a mutual release from both, and appointed Mr. Nicholas DeVito to be Director, Chief Executive Officer and Chief Financial Officer. In addition, for his services to the Company, Mr. DeVito was awarded 1,000 shares of Class A Preferred Stock that grants him 80% voting rights.

 

Also on April 15, 2021 the Company agreed to form a subsidiary and transfer all debts and the License Agreement back to Dr. Guirguis in exchange for 520,000 shares of Common Stock. On August 21, 2021, the Company formed the wholly owned subsidiary, DRG Transfer, Inc. This transaction closed on March 26, 2022.

 

 On July 2, 2021, the Company incorporated a wholly owned subsidiary, Duo Sciences, Inc. (“DSI”).

 

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

 

The Company’s principal executive office location and mailing address is 531 US HWY 22 EAST, Suite 232, Whitehouse Station, NJ 08889.

 

These financial statements have been prepared in accordance with generally accepted principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern. At January 31, 2024, the Company had not yet achieved profitable operations and had accumulated losses of $120,991,891 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.

 
v3.24.3
CONTROL BY PRINCIPAL OWNERS
 6 Months Ended
Jan. 31, 2024
Control By Principal Owners  
CONTROL BY PRINCIPAL OWNERS

Note 2 CONTROL BY PRINCIPAL OWNERS

 

The sole director and executive officer owns, directly, beneficially and in the aggregate, the majority of the voting power of the outstanding capital stock of the Company. Accordingly, the sole director and executive officer has the ability to control the approval of most corporate actions, including approving significant expenses, increasing the authorized capital and the dissolution, merger, or sale of the Company’s assets.
v3.24.3
INTERIM REPORTING
 6 Months Ended
Jan. 31, 2024
Quarterly Financial Information Disclosure [Abstract]  
INTERIM REPORTING

Note 3 INTERIM REPORTING

 

While the information presented in the accompanying interim three month financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s July 31, 2023 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s July 31, 2023 annual financial statements. Operating results for the three months ended January 31, 2024 are not necessarily indicative of the results that can be expected for the year ended July 31, 2024 .

 
v3.24.3
ACCOUNTING POLICIES
 6 Months Ended
Jan. 31, 2024
Accounting Policies [Abstract]  
ACCOUNTING POLICIES

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:

 

Consolidation

 

The accompanying consolidated financial statement include the accounts of the Company and its wholly owned subsidiary Duo Sciences Inc. (“DSI”)

 

Use of 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. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

 

Financial Instruments

 

Financial instruments consist of cash and accounts payable and accrued liabilities. The carrying amounts of the financial instruments approximate their fair values due to their relatively short-term nature of the underlying terms are consistent with market terms. As of the financial statement date, the Company does not hold any derivate financial instruments. Financial assets and liabilities are measured upon first recognition and reviewed at the financial statement date. Changes in fair value are recognized through profit and loss. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

 

Fair Value Measurements

 

The Company follows FASB Codification topic (“ASC”) 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

 

The Company has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.

An asset or liability’s level within the fair value hierarchy is based on 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.

 

Revenue Recognition

 

Effective August 1, 2018, the Company adopted ASC, Topic 606, “Revenue from Contracts with Customers”, using the modified retrospective transition method as permissible for all contracts not yet completed as of August 1, 2018. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments.

 

Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contracts) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

 

Income Taxes

 

The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As the Company has yet to produce positive cash flows from operations, no deferred tax asset or income taxes have been recorded in the financial statements.

 

Comprehensive Income (Loss)

 

The Company adopted FASB ASC 220, Reporting Comprehensive Income, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder’s equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Company has not had any comprehensive income / loss.

 

Net Income (Loss) per Common Share

 

FASB ASC 260, Earnings per share, requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. Accordingly, although the diluted weighted average number of common stock outstanding is disclosed on the statements of operation, the calculated net loss per share is the same for bother basic and diluted as both are based on the basic weighted average of common stock outstanding. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.

Segment Reporting

 

FASB ASC 820, “Segments Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company currently operates in one principal business segment.

 

Intangible assets

 

Intangible asset are non-monetary identifiable assets, controlled by the Company that will produce future economic benefits, based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measure at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with an indefinite useful life shall not be amortized until its useful life is determined to be longer than indefinite. An intangible asset subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered.

 

The license agreements has been capitalized, recorded at cost and amortized over its estimated useful life of ten years. Amortization has been determined based on a pro rata basis over the expected cash flows.

 

Non-cash transactions

 

The Company follows FASB ASC 845 then recording non-cash transactions. The value of the asset received should be based on the value of the assets surrendered. However, where that value is difficult to determine, then the value could be based on the asset received, provided it is more clearly evident than the value of the asset surrendered.

 

Related Parties

 

The Company adopted FASB ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

 

Recent Accounting Pronouncements

 

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.

 
v3.24.3
COMMON and PREFERRED STOCK
 6 Months Ended
Jan. 31, 2024
Equity [Abstract]  
COMMON and PREFERRED STOCK

Note 5 COMMON and PREFERRED STOCK

 

The Company has authorized capital of 100,000,000 shares of common stock, par value of $0.0001 per share, and 10,000,000 shares of “blank check” preferred stock, par value of $0.0001 per share, of which none have been designated as Series A Nonconvertible Preferred Stock (the “Series A Preferred Stock”). During the six months ended January 31, 2024, the Company had no equity transactions. During the year ended July 31, 2023, the Company had the following transactions:

 

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

 

On August 2, 2021, the Company issued 1,000 Series A Preferred Stock to Nicholas DeVito, our Chief Executive Officer as compensation. The Preferred Stock gives DeVito 80% control of the voting stock of the Company. Mr. DeVito surrendered his preferred shares in exchange for 5,000,000 shares of Company common stock on May 21, 2024.

On April 10, 2022, the Company entered into an agreement under which it agreed to issue 300,000 common shares in order to obtain a license to distribute product (See below). The Company has not yet issued those shares and the obligation to do so is recorded as a $750,000 unissued stock in equity.

 

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

 

On August 24, 2022, the Company completed a financing with an investor for $20,000 in exchange for Units consisting of (i) one share of common stock, par value $0.0001 per share for $0.10 per share, (ii) one LOI option to purchase one share of common stock for $0.20 per share upon the Company signing a letter of intent with a third party and (iii) one Agreement option to purchase one share of common stock for $0.30 per share upon the Company signing an agreement with a third party.

 

There were no warrants or options outstanding as of January 31, 2024.

 
v3.24.3
SETTLEMENT AGREEMENT
 6 Months Ended
Jan. 31, 2024
Settlement Agreement  
SETTLEMENT AGREEMENT

Note 6 SETTLEMENT AGREEMENT

 

On April 15, 2021, the Company formed a wholly owned subsidiary, DRG Transfer Inc. (“DRG”) and transferred all Company debts relating to the License Agreement business and the License Agreement to DRG to be split off to Dr. Guirguis in exchange for 520,000 shares (26,000,000 shares pre reverse split) of our common stock held by Dr. Guirguis. This transaction closed on March 26, 2022 with Dr. Guirguis giving up and transferring to DRG all the rights, title and interest in the 520,000 shares and DRG contributing all of the legacy business debt and the License Agreement to DRG Transfer, Inc, a Nevada corporation, and transferring all of the outstanding capital stock in DRG Transfer, Inc. to Dr. Guirguis Outstanding debts of the Company that were generated while Mr. Guirguis operated the Company, measured as of April 15, 2021, consisted solely of unknown contingent liabilities (which could be identified or quantified at that time and which, to date, have been non-material or nil.
v3.24.3
LICENSE PURCHASED and INTANGIBLE ASSETS
 6 Months Ended
Jan. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
LICENSE PURCHASED and INTANGIBLE ASSETS

Note 7 LICENSE PURCHASED and INTANGIBLE ASSETS

 

On April 11, 2022, the Company, through its wholly owned subsidiary DSI, acquired an exclusive license to distribute in the USA, Canada and Mexico, certain intellectual property in animal nutrition and animal supplements from Cedoga Consulting, LLC. The Company receives 10% of all licensing fees due to Cedoga in exchange for 300,000 post reverse split shares of common stock of the Company. Under the terms of the agreement, the Company will pay royalties from sub-licensing on the following basis:

 

  ● 90% of net royalties for sale and initial payments up to $100,000,000 per calendar year.

 

  ● 95% of net royalties received for continuing sales above $100,000,000 per calendar year.

 

  ● 90% of any lump up-front payment sub-licensing fees.

 

  ● Option to purchase 200,000 shares of the Company’s common stock when net sales exceed $100,000,000.

 

The license value has been based on the expected discounted cash flows the license will generate to the Company over its estimated 10 year life. The Company’s common shares are very lightly traded and management determined that their market value are not reliable as a determinant of value for this transaction.

 

   January 31,   July 31, 
   2024   2023 
License  $125,000   $125,000 
Accumulated amortization   11,887    6,135 
Balance, end of year  $113,113   $118,865 
v3.24.3
EXCLUSIVE SALES SUB-LICENSING AGREEMENT
 6 Months Ended
Jan. 31, 2024
Exclusive Sales Sub-licensing Agreement  
EXCLUSIVE SALES SUB-LICENSING AGREEMENT

Note 8 EXCLUSIVE SALES SUB-LICENSING AGREEMENT

 

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

 

  ● Lucy will pay the Company a one-time sub-license fee of $100,000 on execution of the sub-licensing agreement.
     
  ● Lucy will pay the Company royalties of 5% of Net Revenue, calculated and payable quarterly. Net Revenue is defined as total revenue less direct cost of materials, manufacturing, packaging and delivery expenses and less excise, sales or similar taxes.

 
v3.24.3
SUBSEQUENT EVENTS
 6 Months Ended
Jan. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

Note 9 SUBSEQUENT EVENTS

 

On May 20, 2024, Point of Care Nano-Technology, Inc. (the “Company”) entered into an asset purchase agreement (the “Agreement”) with Point of Care Nano-Technology, LLC (“Point”) pursuant to which it agreed to acquire (the “Acquisition”) substantially all of the assets of Point (the “Assets”), consisting primarily of proprietary information and know-how for the developing and commercialization of kits to diagnose illnesses through the testing of human saliva, referred to as the “EZ Saliva” test kits, and cash in the amount of $101,400.

 

In exchange for the Assets, the Company issued to Point and/or its designees 66,000,000 restricted shares of common stock (the “Consideration Shares”).

 

Upon the closing of the Acquisition, which effected a change of control of the Company, Dr. Raouf Guirguis, the controlling member of Point, became a director of the Company and Chief Scientific Officer. Dr. Guirguis also acquired, directly and indirectly, 34,647,800 of the Consideration Shares, or approximately 47.6% of the shares of common stock outstanding after completion of the Acquisition. Mr. Nathan Keele, an associate of Dr. Guirguis and responsible for marketing efforts at Point, also was appointed to the board of directors of the Company. Mr. Keele will continue his marketing efforts at the Company. Mr. Keele acquired 18,903,200 of the Consideration Shares, or approximately 26.5% of the shares of common stock outstanding after completion of the Acquisition.

 

Nicholas DeVito, the controlling stockholder of the Company prior to the Acquisition through the 1,000 shares of super-majority class A preferred stock (the “Preferred Stock”) of the Company that he held and through which he exercised eighty percent (80%) voting control over the Company, surrendered to the Company for cancellation the Preferred Stock and received, in exchange, 5,000,000 shares of common stock. Mr. DeVito will retain his positions as Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company as well as his status as a member of board of directors.

 

The shares of Company common stock being issued in connection with the Acquisition (as described above) were issued in accordance with a private placement exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and are considered “restricted securities.”

In connection with the Acquisition, the Company entered into a license agreement (the “License Agreement”) with Zeus Diagnostics, LLC (“Zeus”), a Delaware limited liability company controlled by Dr. Guirguis, pursuant to which the Company acquired an exclusive, in perpetuity, license, with a right to sublicense, in the Territory (Canada, the United States and Mexico) to the “Zeus Know-How” which consists of all information related to the manufacture and commercialization of saliva tests derived from patents owned by Zeus. The Company paid Zeus a one-time, non-refundable up-front cash fee of $35,000 (which is creditable against other payments due) and will pay Zeus a royalty on “Net Sales” (as defined in the License Agreement) of Seven and One-Half Percent (7.5%) during each calendar quarter.

 

Following the closing of the Acquisition, business will focus on the EZ Saliva product commercialization activity previously carried on by Point.

 

On October 2, 2024 the Company issued 1,270,000 shares of common stock to three investors and raised $30,000.

 

On November 5, 2024, the Company issued 100,000 shares of common stock to one investor and raised $50,000.
v3.24.3
ACCOUNTING POLICIES (Policies)
 6 Months Ended
Jan. 31, 2024
Accounting Policies [Abstract]  
Consolidation

Consolidation

 

The accompanying consolidated financial statement include the accounts of the Company and its wholly owned subsidiary Duo Sciences Inc. (“DSI”)

 
Use of Estimates

Use of 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. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.

 
Financial Instruments

Financial Instruments

 

Financial instruments consist of cash and accounts payable and accrued liabilities. The carrying amounts of the financial instruments approximate their fair values due to their relatively short-term nature of the underlying terms are consistent with market terms. As of the financial statement date, the Company does not hold any derivate financial instruments. Financial assets and liabilities are measured upon first recognition and reviewed at the financial statement date. Changes in fair value are recognized through profit and loss. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

 
Fair Value Measurements

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 FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.

An asset or liability’s level within the fair value hierarchy is based on 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.

 
Revenue Recognition

Revenue Recognition

 

Effective August 1, 2018, the Company adopted ASC, Topic 606, “Revenue from Contracts with Customers”, using the modified retrospective transition method as permissible for all contracts not yet completed as of August 1, 2018. This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements and financial instruments.

 

Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contracts) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

 
Income Taxes

Income Taxes

 

The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As the Company has yet to produce positive cash flows from operations, no deferred tax asset or income taxes have been recorded in the financial statements.

 
Comprehensive Income (Loss)

Comprehensive Income (Loss)

 

The Company adopted FASB ASC 220, Reporting Comprehensive Income, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder’s equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Company has not had any comprehensive income / loss.

 
Net Income (Loss) per Common Share

Net Income (Loss) per Common Share

 

FASB ASC 260, Earnings per share, requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. Accordingly, although the diluted weighted average number of common stock outstanding is disclosed on the statements of operation, the calculated net loss per share is the same for bother basic and diluted as both are based on the basic weighted average of common stock outstanding. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.
Segment Reporting

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.

 
Intangible assets

Intangible assets

 

Intangible asset are non-monetary identifiable assets, controlled by the Company that will produce future economic benefits, based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measure at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with an indefinite useful life shall not be amortized until its useful life is determined to be longer than indefinite. An intangible asset subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered.

 

The license agreements has been capitalized, recorded at cost and amortized over its estimated useful life of ten years. Amortization has been determined based on a pro rata basis over the expected cash flows.

 
Non-cash transactions

Non-cash transactions

 

The Company follows FASB ASC 845 then recording non-cash transactions. The value of the asset received should be based on the value of the assets surrendered. However, where that value is difficult to determine, then the value could be based on the asset received, provided it is more clearly evident than the value of the asset surrendered.

 
Related Parties

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

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.

 
v3.24.3
LICENSE PURCHASED and INTANGIBLE ASSETS (Tables)
 6 Months Ended
Jan. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of License Purchased

   January 31,   July 31, 
   2024   2023 
License  $125,000   $125,000 
Accumulated amortization   11,887    6,135 
Balance, end of year  $113,113   $118,865 
v3.24.3
COMPANY AND BACKGROUND (Details Narrative) - USD ($)
Jan. 31, 2024
Jul. 31, 2023
Accounting Policies [Abstract]    
Retained Earnings (Accumulated Deficit) $ 120,991,891 $ 120,978,899
v3.24.3
COMMON and PREFERRED STOCK (Details Narrative) - USD ($)
Jun. 08, 2022
Apr. 10, 2022
Jan. 31, 2024
Jul. 31, 2023
Apr. 15, 2022
Aug. 02, 2021
Equity [Abstract]            
Common Stock, Shares Authorized     100,000,000 100,000,000    
Common Stock, Par or Stated Value Per Share     $ 0.0001 $ 0.0001    
Preferred Stock, Shares Authorized     10,000,000 10,000,000    
Preferred Stock, Par or Stated Value Per Share     $ 0.0001 $ 0.0001    
Stockholders' Equity, Reverse Stock Split On June 8, 2022, the Company received approval from the Financial Industry Regulatory Authority to effect a 50:1 reverse split of our outstanding common stock. The split was reflected in the public markets on June 9, 2022 and has been given retroactive disclosure in the financial statements.          
Preferred Stock, Shares Issued     1,000 1,000   1,000
[custom:LicenseFeeToBePaidInCommonShares]   $ 750,000        
[custom:TreasuryStockShares1-0]         520,000  
v3.24.3
LICENSE PURCHASED and INTANGIBLE ASSETS (Details) - USD ($)
 6 Months Ended 12 Months Ended
Jan. 31, 2024
Jul. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
License $ 125,000 $ 125,000
Accumulated amortization 11,887 6,135
Balance, end of year $ 113,113 $ 118,865
v3.24.3
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)
Nov. 05, 2024
Oct. 02, 2024
Subsequent Event [Line Items]    
Stock Issued During Period, Value, New Issues $ 50,000 $ 30,000
Common Stock [Member]    
Subsequent Event [Line Items]    
Stock Issued During Period, Shares, New Issues 100,000 1,270,000
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