ITEM
1. FINANCIAL STATEMENTS
POINT
OF CARE NANO-TECHNOLOGY, INC.
INTERIM
CONSOLIDATED BALANCE SHEETS
As
of April 30, 2022 and July 31, 2021
(Unaudited)
| | |
Apr 30, | | |
July 31, | |
| | |
2022 | | |
2021 | |
| ASSETS | |
| | | |
| | |
| Current Assets | |
| | | |
| | |
| Cash | |
$ | 100 | | |
$ | - | |
| License fee receivable (Notes 8 and 9) | |
| 100,000 | | |
| - | |
| Total Assets | |
$ | 100,100 | | |
$ | - | |
| | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable and accrued charges | |
$ | 92,226 | | |
$ | 20,240 | |
| Royalty fee payable (Notes 7 and 9) | |
| 90,000 | | |
| - | |
| Total Liabilities | |
| 182,226 | | |
| 20,240 | |
| | |
| | | |
| | |
| Stockholders’ Deficit | |
| | | |
| | |
Preferred stock, par value $0.0001, (Note 5)
10,000,000 shares
authorized;
1,000 shares issued and outstanding | |
| 1 | | |
| - | |
Common stock, par value $0.0001, (Note 5)
100,000,000 shares
authorized
419,621 shares issued and outstanding
(939,621 shares in 2021) | |
| 420 | | |
| 940 | |
| Additional paid-in capital | |
| 120,191,707 | | |
| 120,191,187 | |
| Accumulated deficit | |
| (120,274,254 | ) | |
| (120,212,367 | ) |
| Total Stockholders’ Deficit | |
| (82,126 | ) | |
| (20,240 | ) |
| Total Liabilities and Stockholders’ Deficit | |
$ | 100,100 | | |
$ | - | |
See
accompanying notes to the interim financial statements.
POINT
OF CARE NANO-TECHNOLOGY, INC.
INTERIM
CONSOLIDATED STATEMENTS OF OPERATIONS
For
the Three and Nine Months Ended April 30, 2022 and 2021
(Unaudited)
| | |
For the three
months ended | | |
For the three
months ended | | |
For the nine
months ended | | |
For the nine
months ended | |
| | |
April 30, 2022 | | |
April 30, 2021 | | |
April 30, 2022 | | |
April 30, 2021 | |
| | |
| | |
| | |
| | |
| |
| Revenues | |
$ | 100,000 | | |
$ | - | | |
$ | 100,000 | | |
$ | - | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| Royalty fees | |
| 90,000 | | |
| - | | |
| 90,000 | | |
| - | |
| General and administration | |
| 2,472 | | |
| - | | |
| 14,828 | | |
| - | |
| Professional fees | |
| 13,365 | | |
| - | | |
| 57,058 | | |
| - | |
| Officer compensation | |
| - | | |
| - | | |
| 1 | | |
| - | |
| Operating expenses | |
| 105,837 | | |
| - | | |
| 161,887 | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss and Comprehensive loss | |
$ | (5,837 | ) | |
$ | - | | |
$ | (61,887 | ) | |
$ | - | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average Net Loss per share, basic and diluted | |
$ | (0.01 | ) | |
$ | 0.00 | | |
$ | (0.08 | ) | |
$ | 0.00 | |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of common shares outstanding | |
| 632,218 | | |
| 939,621 | | |
| 787,183 | | |
| 939,621 | |
See
accompanying notes to the interim financial statements.
POINT
OF CARE NANO-TECHNOLOGY, INC.
INTERIM
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
For
the Nine-Month Period Ended April 30, 2022
| |
|
|
|
|
|
| | |
|
|
|
|
|
| | |
| | |
| | |
| |
| | |
Preferred Stock | | |
Common Stock | | |
Additional
Paid-in
Capital | | |
Accumulated
Deficit | | |
Total
Stockholders’
Deficit | |
| | |
# | | |
| | |
# | | |
| | |
| | |
| | |
| |
| Balance, July 31, 2021 | |
| - | | |
$ | - | | |
| 939,621 | | |
$ | 4,698 | | |
$ | 120,187,429 | | |
$ | (120,212,367 | ) | |
$ | (20,240 | ) |
| Shares issued | |
| 1,000 | | |
| 1 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1 | |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (42,255 | ) | |
| (42,255 | ) |
| Balance, October 31, 2021 | |
| 1,000 | | |
| 1 | | |
| 939,621 | | |
| 4,698 | | |
| 120,187,429 | | |
| (120,254,622 | ) | |
| (62,494 | ) |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (13,795 | ) | |
| (13,795 | ) |
| Balance, January 31, 2022 | |
| 1,000 | | |
| 1 | | |
| 939,621 | | |
| 4,698 | | |
| 120,187,429 | | |
| (120,268,417 | ) | |
| (76,289 | ) |
| Settlement (Note 6) | |
| - | | |
| - | | |
| (520,000 | ) | |
| (520 | ) | |
| 520 | | |
| - | | |
| - | |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (5,837 | ) | |
| (5,837 | ) |
| Balance, April 30, 2022 | |
| 1,000 | | |
$ | 1 | | |
| 419,621 | | |
$ | 420 | | |
$ | 120,191,707 | | |
$ | (120,274,254 | ) | |
$ | (82,126 | ) |
For
the Nine-Month Period Ended April 30, 2021
| |
|
|
|
|
|
| | |
| | |
| | |
| |
| | |
Common Stock | | |
Additional
Paid-in
Capital | | |
Accumulated
Deficit | | |
Total
Stockholders’
Deficit | |
| | |
# | | |
| | |
| | |
| | |
| |
| Balance, July 31, 2020 | |
| 939,621 | | |
$ | 940 | | |
$ | 120,191,187 | | |
$ | (120,204,867 | ) | |
$ | (12,740 | ) |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Balance, October 31, 2020 | |
| 939,621 | | |
$ | 940 | | |
$ | 120,191,187 | | |
| (120,204,867 | | |
| (12,740 | ) |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Balance, January 31, 2021 | |
| 939,621 | | |
$ | 940 | | |
$ | 120,191,187 | | |
| (120,204,867 | | |
| (12,740 | ) |
| Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Balance, April 30, 2021 | |
| 939,621 | | |
$ | 940 | | |
$ | 120,191,187 | | |
$ | (120,204,867 | ) | |
$ | (12,740 | ) |
See
accompanying notes to the interim financial statements.
POINT
OF CARE NANO-TECHNOLOGY, INC.
INTERIM
CONSOLIDATED STATEMENTS OF CASH FLOWS
For
the Nine Months Ended April 30, 2022 and April 30, 2021
(Unaudited)
| | |
For the nine
months ended
April 30, 2022 | | |
For the nine
months ended
April 30, 2021 | |
| Cash flows from operating activities | |
| | | |
| | |
| Net loss for the period | |
$ | (61,887 | ) | |
$ | - | |
| Non-cash expense, Officer compensation | |
| 1 | | |
| - | |
| Change in working capital items Accounts payable and accrued charges | |
| 61,986 | | |
| - | |
| | |
| | | |
| | |
| Net cash flows from operating activities | |
| 100 | | |
| - | |
| | |
| | | |
| | |
| Change in cash for the period | |
| 100 | | |
| - | |
| | |
| | | |
| | |
| Cash, beginning of period | |
| - | | |
| - | |
| | |
| | | |
| | |
| Cash, end of period | |
$ | 100 | | |
$ | - | |
See
accompanying notes to the interim financial statements.
POINT
OF CARE NANO-TECHNOLOGY, INC.
INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
For
the Nine Month Period Ended April 30, 2022
(Unaudited)
| 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.”
From
February 2015 through July 2016, the Company’s business model related to the planning for the development and then manufacture
of saliva-based medical diagnosis products under a certain license agreement (the “License Agreement”) with Lamina Equities
Corporation.
The
Company was not successful in its endeavors related to the License Agreement and discontinued the majority of its operations by July
31, 2016. Beginning from August 2016, the Company’s plan, which it has since discontinued, was to provide business services and
financing to emerging growth entities. The Company’s plan of operation over the next 12 months is to seek new business assets in
the life sciences industry. The Company cannot make any guarantee that it will be successful in achieving this goal.
On
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 as Director, Chief Executive Officer and Chief Financial Officer.
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 109 Ambersweet Way, Davenport, FL 33897.
These
financial statements have been prepared in accordance with generally accepted principles applicable to a going concern, which assumes
that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may
be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would
be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going
concern. At April 30, 2022, the Company had not yet achieved profitable operations and had accumulated losses of $120,284,254 since its
inception, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s
ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
| 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.
While
the information presented in the accompanying interim nine month financial statements is unaudited, it includes all adjustments, which
are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim
periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial
statements follow the same accounting policies and methods of their application as the Company’s July 31, 2021 annual financial
statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction
with the Company’s July 31, 2021 annual financial statements. Operating results for the nine months ended April 30, 2022 are not
necessarily indicative of the results that can be expected for the year ended July 31, 2022.
| Note
4 |
ACCOUNTING
POLICIES |
The
consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in
the United States of America and included the accounts of its wholly owned subsidiary, Duo Sciences Inc.
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.
Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available
when the financial statements are prepared. Change in estimates are recognized in accordance with the accounting rules for the estimate,
which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.
Change
in significant accounting policies
There
has been no change in accounting policies from disclosed in the noted to the audited financial statements for the year ended July 31,
2021.
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 1,000 shares have been designated as Series A Nonconvertible Preferred
Stock (the “Series A Preferred Stock”). During the nine months ended April 30, 2022, 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 the
Company’s 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, the Company’s Chief Executive Officer as
compensation. The Preferred Stock gives DeVito 80% control of the voting stock of the Company.
On
April 15, 2022, as part of the Settlement agreement (see below), the Company received and cancelled 520,000 shares of common stock (26,000,000
pre reverse split shares).
There
were no transactions in the Company’s common or preferred stock in the year ended July 31, 2021.
There
were no warrants or options outstanding as of April 30, 2022.
| Note
6 |
SETTLEMENT
AGREEMENT |
On
April 15, 2021, the Company formed a wholly owned subsidiary, Duo Sciences Inc. (“DSI”) and transferred all Company debts
relating to the License Agreement business and the License Agreement to DSI to be split off to Dr. Guirguis in exchange for 520,000 share
(26,000,000 shares pre reverse split) of the Company’s common stock held by Dr. Guirguis. This transaction closed on March 26,
2022 with Dr. Guirguis giving up and transferring to DSI all the rights, title and interest in the 520,000 shares and DSI 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.
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. |
| 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. |
On
May 11, 2022, the Company received the first payment from Lucy of $100,000 under its sub-license agreement with Lucy and remitted $90,000
to Cedoga according to the Cedoga license agreement.
On
June 8, 2022, the Company received approval from the Financial Industry Regulatory Authority to effect a 50:1 reverse split of the Company’s
outstanding common stock. The split was reflected in the public markets on June 9, 2022.and has been given retroactive disclosure in
the financial statements.
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
We
were 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. We were not successful in developing that business and discontinued
its biotechnology related operations. We changed our name in 2014 to Unique Growing Solutions, Inc. and again in 2015 to Point of Care
Nano-Technology, Inc.
On
February 25, 2015, we entered into a license agreement (the “License Agreement”) with Lamina Equities Corporation (“Lamina”),
to license intellectual property for diagnosing illness in humans via a saliva test. During the past few years, we have not had
the financial resources to pursue business development relating to the Lamina license.
Also
on April 15, 2021, we agreed to form a subsidiary and transfer all of our debts relating to the License Agreement business and the License
Agreement to this subsidiary to be split off to Dr. Guirguis in exchange for 26,000,000 shares of our common stock held by Dr. Guirguis.
This transaction closed on March 26, 2022 with Dr. Guirguis giving up and transferring to us all right title and interest in the 26,000,000
shares of our common stock and our contributing all of our legacy business related 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.
Our
plan of operation for the next 12 months is to seek and acquire new business assets in the life sciences industry and begin operations
with these new assets. To that end, on April 11, 2022, we, through our wholly owned subsidiary, Duo Sciences Inc. (“DSI”),
acquired an exclusive license to distribute certain intellectual property in animal nutrition and animal supplements from Cedoga Consulting,
LLC, and on April 19, 2022, we, through DSI, signed an exclusive sales and promotion agreement with Lucy Pet Products Inc. (“Lucy”)
pursuant to which Lucy will manufacture, market and distribute on our behalf pet products created from the Cedoga intellectual property.
Recent
Events
On
June 8, 2022, we received approval from the Financial Industry Regulatory Authority of the 50:1 reverse split of our outstanding common
stock. The reverse stock split was reflected in the price per share of our common stock on the OTC Markets Pink tier on June 9, 2022.
RESULTS
OF OPERATIONS
Comparison
of Three Months Ended April 30, 2022 and 2021
Revenues
Our
total revenue was $100,000 and $-0- for the three-month periods ended April 30, 2022 and 2021, respectively. The increase in revenue
was due to the license fees accrued from the exclusive sales and promotion agreement we signed with Lucy on April 19, 2022.
Cost
of Goods Sold
Our
cost of goods sold was $-0- for each of the three-month periods ended April 30, 2022 and 2021.
Operating
Expenses (including Selling, General and Administrative Expenses)
For
the three-month period ended April 30, 2022, our operating expenses increased to $105,837 from $-0- for the three-month period ended
April 30, 2021. The increase was primarily due to royalty fees and increased consulting, legal, filing and investor expenses.
Net
Other Income (Expense)
Our
net other income (expense) was $-0- for each of the three-month periods ended April 30, 2022 and 2021.
Income
Tax Expense
Income
tax expense was $-00 for each of the three-month periods ended April 30, 2022 and 2021.
Net
Loss
As
a result of the foregoing factors, we had a net loss of $5,837 for the three-month period ended April 30, 2022, as compared to $0 for
the three-month period ended April 30, 2021.
Comparison
of Nine Months Ended April 30, 2022 and 2021
Revenues
Our
total revenue was $100,000 and $-0- for the nine-month periods ended April 30, 2022 and 2021, respectively. The increase in revenue
was due to the license fees accrued from the sales and promotion agreement we signed with Lucy on April 19, 2022.
Operating
Expenses (including Selling, General and Administrative Expenses)
For
the nine-month period ended April 30, 2022, our operating expenses increased to $161,887 from $-0- for the nine-month period ended April
30, 2021. The increase was primarily due to royalty fee and increased consulting, legal, filing and investor expenses.
Net
Other Income (Expense)
For
each of the nine-month periods ended April 30, 2022 and 2021, we had net other income (expense) of $-0-.
Income
Tax Expense
Income
tax expense was $-0- for each of the he nine-month periods ended April 30, 2022 and 2021.
Net
Loss
As
a result of the foregoing factors, we had a net loss of $61,887 for the nine-month period ended April 30, 2022, as compared to $-0- for
the nine-month period ended April 30, 2021.
LIQUIDITY
AND CAPITAL RESOURCES
At
April 30, 2022, we had $100 in cash, compared to $0 at April 30, 2021. At April 30, 2022, our accumulated stockholders’ deficit
was $120,274,254 compared to $120,212,367 at July 31, 2021. There is substantial doubt as to our ability to continue as a going concern.
We
have had no cash flow for the two years ended July 31, 2021 and 2020 and subsequent quarters. In the future, we expect that our cash
flow will depend on the timely and successful market entry of our expected strategic offerings.
ITEM
4. CONTROLS AND PROCEDURES
Our
principal executive and financial officer, Nicholas DeVito, evaluated the effectiveness of our disclosure controls and procedures as
of April 30, 2022. 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 April 30, 2022, 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 to ensure proper accounting for our financial statements. |
We
intend to complete the remediation of the material weaknesses discussed above as soon as practical 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 April 30, 2022 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 April 30, 2022.