UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-K

 (Mark One) 

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

For the fiscal year ended July 31, 2015

 or

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

For the transition period from ____________ to ____________

 Commission file number: 333-170118

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

 

Nevada   27-2830681
(State or other jurisdiction of   (I.R.S Employer
incorporation or organization)   Identification No.)
     

1645 Village Center Circle, Suite 170

Las Vegas, NV

  89134
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code 561-670-6349

 

Securities registered under Section 12(b) of the Act:
 
Title of each class:   Name of each exchange on which registered:
None   None

 

Securities registered under Section 12(g) of the Act:
 
None
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ☒    No ☐

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  ☐    No  ☒ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ☐    No ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
(Do not check if a smaller reporting company)    

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates (3,544,220) computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, January 30, 2015 ($2.50), was $8,860,550. 

As of November 20, 2015, there were 46,253,803 shares of the registrant’s common stock outstanding.   

 

 

  1  
 

 

TABLE OF CONTENTS

 

PART I   PAGE
Item 1. Business   4 
Item 1A. Risk Factors  6
Item 1B. Unresolved Staff Comments  6
Item 2. Properties 7
Item 3. Legal Proceedings  7
Item 4. Mine Safety Disclosures  7
     
PART II    
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities  7
Item 6. Selected Financial Data  8
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation  8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk  11
Item 8. Financial Statements and Supplementary Data  12
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  24
Item 9A. Controls and Procedures  24
Item 9B. Other Information  24
     
PART III    
Item 10. Directors, Executive Officers and Corporate Governance  25
Item 11. Executive Compensation  27
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  28
Item 13. Certain Relationships and Related Transactions, and Director Independence  29
Item 14. Principal Accounting Fees and Services  30
     
PART IV    
Item 15. Exhibits, Financial Statement Schedules 31 
     
SIGNATURES 32 

 

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CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

 

This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  Forward-looking statements discuss matters that are not historical facts.  Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions.  Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees.  Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

 

We cannot predict all of the risks and uncertainties.  Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements.  These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management, any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

 

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors.  Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements.  In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report.  All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

 

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 

CERTAIN TERMS USED IN THIS REPORT

 

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Point of Care Nano-Technology, Inc. (f/k/a Unique Growing Solutions, Inc.)  “SEC” refers to the Securities and Exchange Commission.

 

The information presented in this 10-K reflects our 3-for-1 forward stock split, which became effective as of August 22, 2012.

 

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PART I

 

Item 1. Business.

 

Our Company

 

The Company was incorporated as “Alternative Energy & Environmental Solutions, Inc.” in the State of Nevada on June 10, 2010 to bring to market and license its innovative new biotechnology for the environmentally friendly and cost-effective extraction of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S.

 

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

 

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

 

Effective as of February 26, 2015, the Company’s business model has related to using its license from Lamina to first develop and then manufacture saliva-based medical diagnosis products. The Company is no longer engaged in the extraction of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S.

 

In addition to developing the medical diagnosis products, the Company’s plan of operation over the next 12 months is to continue to decrease costs of operation. The Company cannot make any guarantee that it will be successful in decreasing its costs of operation.

 

On August 28, 2014, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Unique Growing Solutions, Inc.”

 

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

 

The Company’s principal executive office location and mailing address is 1645 Village Center Circle, Suite 170 Las Vegas, NV 89134 and its telephone number is 561-670-6349.

 

History

 

The Company was incorporated on June 10, 2010 in the State of Nevada as “Alternative Energy & Environmental Solutions, Inc.” to bring to market and license its innovative new biotechnology for the environmentally friendly and cost-effective extraction of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S. We currently have no revenues.

 

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On March 20, 2014, the members of Company’s board of directors (the “Board”) were Peter Coker and Allen N. Sharpe. On March 20, 2014, the Board appointed Richard Johnson to the Board.

 

On June 10, 2014, Mr. Sharpe resigned as a member of the Board. Mr. Sharpe did not resign as the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies), or practices.

 

On August 1, 2014, Mr. Peter Coker submitted to the Company a resignation letter pursuant to which he resigned from his position as the Company’s sole officer. Mr. Coker did not resign as the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies), or practices. Mr. Coker remained a member of the Board through October 21, 2015.

 

On August 1, 2014, the Company entered into an employment agreement with Mr. Johnson for Mr. Johnson to serve as the Chief Executive Officer, President, and Chief Financial Officer of the Company. On the same date, the Company issued 25 million shares of common stock to Mr. Johnson giving him control of the company via his ownership of over 50% of the Company’s common stock.

 

On August 1, 2014, the Board appointed Peter Bianchi to the Board.

 

In connection with these appointments, the Company intended to change its business operations to that of a sales and leasing concern catering to the greenhouse agricultural industry. It intended to focus on the organic and natural food industry as well as the emerging cannabis sector.

 

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.”

 

Effective as of October 7, 2014 (the “Settlement Date”), Mr. Bianchi resigned as a member of the Board. Mr. Bianchi’s resignation was pursuant to a Settlement Agreement and Release (the “Settlement Agreement”), by and among the Company, Mr. Johnson, and Mr. Bianchi. Mr. Bianchi did not resign as the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies), or practices.

  

Pursuant to the Settlement Agreement, effective as of the Settlement Date, Mr. Johnson resigned as the Company’s sole officer and as a member of the Board. Although Mr. Johnson and the Company did not agree on the Company’s business plan going forward, Mr. Johnson resigned as a result of being a party to the Settlement Agreement and not as the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies), or practices.

 

Pursuant to the Settlement Agreement, Mr. Johnson received $52,000 between the dates of October 20 and October 24, 2014.

 

Pursuant to the Settlement Agreement, the Company cancelled Mr. Johnson’s 25 million shares and issued 100,000 shares of the Company’s common stock to Mr. Johnson and changed its name from Unique Growing Solutions to another name.

 

Effective as of the Settlement Date, Mr. Coker, the Company’s sole remaining director, was appointed the Company’s sole officer. Mr. Coker was President and Chief Executive Officer through February 25, 2015. Mr. Coker was the Company’s Chief Financial Officer through October 21, 2015.

 

Effective as of the Settlement Date, the Company’s intended for its business plan to no longer to be a sales and leasing concern catering to the greenhouse agricultural industry focusing on the organic and natural food industry as well as the emerging cannabis sector. The Company intended to revert to its previous business plan to bring to market and license innovative new biotechnology for the environmentally friendly and cost-effective extraction of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S. Using organic stimulants to increase the availability of natural gas, the new technology could help licensees tap a market with potential. 

 

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On February 25, 2015, the Company entered into the License Agreement with Lamina. Simultaneously with the signing of the License Agreement, on February 25, 2015, the Company entered into two separate Cancellation Agreements. One Cancellation Agreement was with Mr. Peter Coker, at the time its sole officer and sole director, and one Cancellation Agreement is with Ms. Linda Hiatt, at the time an affiliate of the Company (collectively, the “Cancellation Agreements”). Pursuant to the Cancellation Agreements, Mr. Coker and Ms. Hiatt agreed to have the Company cancel, in total, eleven million, five hundred thousand (11,500,000) shares of the Company’s common stock that they owned. In return, Mr. Coker and Ms. Hiatt received a total of $115,000 from the Company.

 

Simultaneously with the signing of the License Agreement, on February 25, 2015, the Company signed an Employment Agreement with Dr. Guirguis (the “Employment Agreement”). Pursuant to the Employment Agreement, the Company appointed Dr. Guirguis as Chief Executive Officer of the Company effective as of February 26, 2015 (the “Employment Effective Date”). The Company will pay Dr. Guirguis an annual salary of $350,000. In addition, the Company issued thirty seven million, five hundred thousand (37,500,000) shares of the Company’s common stock to Dr. Guirguis (the “Stock Issuance”).

 

Effective as of the Employment Effective Date, Mr. Coker, previously the Company’s sole officer and sole director, resigned as the Company’s Chief Executive Officer. Mr. Coker did not resign as the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies), or practices. Mr. Coker was the Company’s Chief Financial Officer from February 26, 2015 through October 21, 2015.

 

Effective as of the Employment Effective Date, Dr. Guirguis and Mr. Ayman El-Salhy were appointed as members of the Board.

 

The Stock Issuance resulted in a change of control of the Company. Dr. Guirguis controls 26,000,000 shares directly and 2,500,000 shares indirectly via his wife’s ownership of those shares.

 

As part of the Stock Issuance, Mr. El-Salhy received 1,500,000 shares of the Company’s common stock from Dr. Guirguis.

 

In connection with the Stock Issuance, the Company relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.

 

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

 

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 October 22, 2015, Mr. Peter Coker submitted to the Company a resignation letter pursuant to which he resigned from his positions as the Company’s Chief Financial Officer and a member of the Board. Mr. Coker did not resign as the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies), or practices. 

 

Employees

 

We presently have no employees apart from our management. Dr. Guirguis, our sole officer and one of our two directors, devotes approximately thirty (30) hours per week to our business.

 

Item 1A. Risk Factors.

 

Smaller reporting companies are not required to provide the information required by this item. 

 

Item 1B. Unresolved Staff Comments.

 

Smaller reporting companies are not required to provide the information required by this item.

 

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Item 2. Properties.

 

The Company neither rents nor owns any properties.  We utilize the office space and equipment of our management at no cost. Management estimates such amounts to be immaterial. We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

 

Item 3. Legal Proceedings.

 

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

Market Information

 

Our shares are traded on the OTC Pink Current Information marketplace which utilizes the OTC Link ATS trading platform operated by OTC Link LLC, a wholly owned subsidiary of OTC Markets Group Inc. Our symbol changed from “ALNE” to “PCNT” on April 7, 2015.  

 

Fiscal Year 2015   High     Low  
First quarter ended October 31, 2014   $ 2.65       0.95  
Second quarter ended January 31, 2015   $ 2.50       1.75  
Third quarter ended April 30, 2015   $ 3.50       2.05  
Fourth quarter ended July 31, 2015   $ 2.10       0.55  
                 
Fiscal Year 2014                
First quarter ended October 31, 2013   $ 0.30       0.30  
Second quarter ended January 31, 2014   $ 0.55       0.25  
Third quarter ended April 30, 2014   $ 1.85       0.55  
Fourth quarter ended July 31, 2014   $ 2.55       1.00  

 

Common Stock

 

Our Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $0.0001 per share.   As of November 20, 2015, there were approximately 30 stockholders of record holding an aggregate of 46,253,803 shares of common stock.

 

Preferred Stock

 

Our certificate of incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, par value $0.0001 per share.  As of November 20, 2015, there were no shares of preferred stock issued and outstanding.

 

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Dividends

 

To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.

 

Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

We presently do not have any equity based or other long-term incentive programs.  In the future, we may adopt and establish an equity-based or other long-term incentive plan if it is in the best interest of the Company and our stockholders to do so.

 

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

 

During the period from August 1, 2013 through July 31, 2015, the Company made the following sales of unregistered securities:

 

During the year ended July 31, 2014, the Company issued 328,978 shares of common stock, in connection with the exercise of stock warrants, for proceeds of approximately $273,056.

 

During the year ended July 31, 2015, the Company issued 450,425 shares of common stock, in connection with the exercise of stock warrants, for proceeds of approximately $373,852.

 

Pursuant to the Settlement Agreement, the Company and issued 100,000 shares of the Company’s common stock to Mr. Johnson in October 2014.

 

On February 25, 2015, the Company issued thirty seven million, five hundred thousand (37,500,000) shares of the Company’s common stock to Dr. Guirguis (the “Stock Issuance”).

 

As part of the Stock Issuance, Mr. El-Salhy, a member of the Board, received 1,500,000 shares of the Company’s common stock from Dr. Guirguis.

 

In connection with these issuances, the Company relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering. 

 

Item 6. Selected Financial Data.

 

Smaller reporting companies are not required to provide the information required by this item.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.

 

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition for the fiscal years ended July 31, 2015, and July 31, 2014. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Report. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.  See “Cautionary Statement On Forward-Looking Information.”

 

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Overview

 

The Company was incorporated as “Alternative Energy & Environmental Solutions, Inc.” in the State of Nevada on June 10, 2010 to bring to market and license its innovative new biotechnology for the environmentally friendly and cost-effective extraction of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S.

 

Effective as of February 26, 2015, the Company’s business model has related to using its license from Lamina to first develop and then manufacture saliva-based medical diagnosis products.

 

In addition to developing the medical diagnosis products, the Company’s plan of operation over the next 12 months is to continue to decrease costs of operation. The Company cannot make any guarantee that it will be successful in decreasing its costs of operation.

 

Change in Control

 

On August 1, 2014, the Company issued 25 million shares of common stock to Mr. Johnson giving him control of the company via his ownership of over 50% of the Company’s common stock.

 

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.”

 

Pursuant to the Settlement Agreement, Mr. Johnson received $52,000 between the dates of October 20 and October 24, 2014.

 

Pursuant to the Settlement Agreement, the Company cancelled Mr. Johnson’s 25 million shares and issued 100,000 shares of the Company’s common stock to Mr. Johnson and changed its name from Unique Growing Solutions to another name.

 

On February 25, 2015, the Company entered into the License Agreement with Lamina. Simultaneously with the signing of the License Agreement, on February 25, 2015, the Company entered into the Cancellation Agreements. Pursuant to the Cancellation Agreements, Mr. Coker and Ms. Hiatt agreed to have the Company cancel, in total, eleven million, five hundred thousand (11,500,000) shares of the Company’s common stock that they owned. In return, Mr. Coker and Ms. Hiatt received a total of $115,000 from the Company.

 

Simultaneously with the signing of the License Agreement, on February 25, 2015, the Company signed the Employment Agreement with Dr. Guirguis. Pursuant to the Employment Agreement, the Company appointed Dr. Guirguis as Chief Executive Officer of the Company effective as of February 26, 2015 (the “Employment Effective Date”). The Company will pay Dr. Guirguis an annual salary of $350,000. In addition, the Company issued thirty seven million, five hundred thousand (37,500,000) shares of the Company’s common stock to Dr. Guirguis (the “Stock Issuance”).

 

The Stock Issuance resulted in a change of control of the Company. Dr. Guirguis controls 26,000,000 shares directly and 2,500,000 shares indirectly via his wife’s ownership of those shares.

 

As part of the Stock Issuance, Mr. El-Salhy, a member of the Board received 1,500,000 shares of the Company’s common stock from Dr. Guirguis.

 

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.” 

  

Plan of Operation

 

Effective as of the Employment Effective Date, the Company’s business model has related to using its license from Lamina to first develop and then manufacture saliva-based medical diagnosis products.

 

In addition to developing the medical diagnosis products, the Company’s plan of operation over the next 12 months is to continue to decrease costs of operation. The Company cannot make any guarantee that it will be successful in decreasing its costs of operation.

 

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Limited Operating History

 

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

 

Results of Operation

 

Revenue: Revenues for the fiscal year ended July 31, 2015 were $0, compared with $0 in fiscal year ended July 31, 2014.

 

Total Operating Expenses: Total operating expenses for the fiscal year ended July 31, 2015 were $118,781,959, compared with $185,119 in fiscal year ended July 31, 2014. The increase was primarily attributable to the Stock Issuance as well as Dr. Guirguis’ salary and the costs associated with the Settlement Agreement. Pursuant to the Employment Agreement, the Company issued 37,500,000 shares valued at $118,125,000 ($3.15/share) to Dr. Guirguis. This amount represents the grant date fair value. This amount does not reflect the actual value that may be realized by Dr. Guirguis which depends on the value of our shares in the future.

 

Loss from Operations: Loss from operations for the fiscal year ended July 31, 2015 were $118,781,959, compared with $185,119 in fiscal year ended July 31, 2014.

 

Net loss: We incurred a net loss of $118,802,407 in fiscal 2015 compared to a net loss of $189,399 in fiscal 2014.

 

Liquidity and Capital Resources

 

At the present time, we do not have enough cash to continue operations for 12 months and we have not made any arrangements to raise additional cash. If we are unable to find an investor, we will either have to suspend or cease our expansion plans entirely. Other than as described in this Form 10-K, we have no other financing plans.

 

During the year ended July 31, 2015, the Company issued 450,425 shares of common stock, in connection with the exercise of stock warrants, for proceeds of approximately $373,852. We had $4,045 in cash as of July 31, 2015.

 

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

 

As reflected in the accompanying financial statements, the Company has minimal operations, a working capital and stockholders’ deficiency of $316,336, used cash in operations of $400,988 and has a net loss of $118,802,407 for the year ended July 31, 2015. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. 

 

Critical Accounting Policies

 

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application.

 

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

 

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Stock Based Compensation

 

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period.

 

Recent Accounting Pronouncements

 

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

 

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

 

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

 

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

 

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

 

Off Balance Sheet Transactions

 

None.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 

Smaller reporting companies are not required to provide the information required by this item.

 

  11  
 

 

Item 8. Financial Statements and Supplementary Data.

 

POINT OF CARE NANO-TECHNOLOGY, INC.

 

CONTENTS

 

PAGE F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     
PAGE F-2 BALANCE SHEETS AS OF JULY 31, 2015 AND AS OF JULY 31, 2014
     
PAGE F-3 STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JULY 31, 2015 AND 2014
     
PAGE F-4 STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE YEARS ENDED JULY 31, 2015 AND 2014
     
PAGE F-5 STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JULY 31, 2015 AND 2014
     
PAGES F-6 - F-13 NOTES TO FINANCIAL STATEMENTS

 

 
 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Audit Committee of:

Point of Care – Nano Technology, Inc.

 

We have audited the accompanying balance sheets of Point of Care – Nano Technology, Inc. (the “Company”) as of July 31, 2015 and 2014 and the related statements of operations, changes in stockholders’ deficiency and cash flows for the years ended July 31, 2015 and 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of Point of Care – Nano Technology, Inc. as of July 31, 2015 and 2014 and the results of its operations and its cash flows for years then ended in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 8 to the financial statements, the Company has minimal operations, no revenue, used cash in operations of $400,988 and has an accumulated deficit of $120,063,469. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 8. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ Liggett, Vogt & Webb, P.A.

 

LIGGETT, VOGT & WEBB, P.A.

Certified Public Accountants

 

Boynton Beach, Florida

November 20, 2015

 

  F- 1  
 

 

Point of Care Nano-Technology, Inc.

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

Balance Sheets

 

ASSETS

    July 31,
2015
  July 31,
2014
         
Current Assets        
Cash   $ 4,045     $ 177,181  
Total Assets   $ 4,045     $ 177,181  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY                
                 
Current Liabilities                
Accounts Payable & Accrued Expenses   $ 213,580     $ 218,727  
Accrued Interest Payable     11,767       4,313  
Notes Payable     95,034       26,034  
Loan payable Notes Payable - Related Party     -       100,000  
Total Liabilities     320,381       349,074  
                 
Commitments and Contingencies (See Note 5)                
                 
Stockholders' Deficiency                
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued and outstanding     -       -  
Common stock, $0.0001 par value; 100,000,000 shares authorized,44,956,953 shares and 18,406,528 issued and outstanding, respectively     4,496       1,841  
Additional paid-in capital     119,742,637       1,087,328  
Accumulated deficit     (120,063,469 )     (1,261,062 )
Total Stockholders' Deficiency     (316,336 )     (171,893 )
Total Liabilities and Stockholders' Deficiency   $ 4,045     $ 177,181  

 

See accompanying notes to financial statements

 

  F- 2  
 

 

Point of Care Nano-Technology, Inc.

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

Statements of Operations

 

    For the Years Ended  
    July 31,
2015
    July 31,
2014
 
Operating Expenses            
Professional fees   $ 57,575     $ 46,270  
Consulting Expense     110,500       54,163  
Stock Based Compensation - Settlement Agreement     260,000       -  
Stock Based Compensation - Officer     118,125,000       -  
Salary - Officer     181,500       -  
General and Administrative     47,384       84,686  
Total Operating Expenses     118,781,959       185,119  
                 
LOSS FROM OPERATIONS BEFORE INCOME TAXES     (118,781,959 )     (185,119 )
                 
Other Income/Expenses                
Gain on Debt Settlement     -       13,605  
Interest Expense     (20,448 )     (17,885 )
                 
Provision for Income Taxes     -       -  
                 
NET LOSS   $ (118,802,407 )   $ (189,399 )
                 
Net Loss Per Share - Basic and Diluted   $ (4.00 )   $ (0.01 )
                 
Weighted average number of shares outstanding during the period - Basic and Diluted     29,686,555       18,406,519  

 

See accompanying notes to financial statements

 

  F- 3  
 

 

Point of Care Nano-Technology, Inc.

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

Statement of Changes in Stockholders' Deficiency

For the years ended July 31, 2015 and 2014

 

                Additional           Total  
    Preferred Stock     Common stock     paid-in     Accumulated     Stockholders'  
    Shares     Amount     Shares     Amount     capital     Deficit     Deficiency  
                                           
Balance, July 31, 2013     -       -       18,077,550       1,808       798,148       (1,071,663 )     (271,707 )
                                                         
In kind contribution of services     -       -       -       -       15,600       -       15,600  
                                                         
In kind contribution of interest     -       -       -       -       557       -       557  
                                                         
Proceeds from exercise of warrants     -       -       328,978       33       273,023       -       273,056  
                                                         
Net loss for the year ended July 31, 2014     -       -       -       -       -       (189,399 )     (189,399 )
                                                         
Balance, July 31, 2014     -     $ -       18,406,528     $ 1,841     $ 1,087,328     $ (1,261,062 )   $ (171,893 )
                                                         
In kind contribution of services     -       -       -       -       10,400       -       10,400  
                                                         
Payment of expenses on Company's behalf     -       -       -       -       2,612       -       2,612  
                                                         
Stock based compensation - settlement     -       -       100,000       10       259,990       -       260,000  
                                                         
Stock based compensation - officer     -       -       37,500,000       3,750       118,121,250       -       118,125,000  
                                                         
Cancellation of shares     -       -       (11,500,000 )     (1,150 )     (113,850 )     -       (115,000 )
                                                         
Proceeds from exercise of warrants     -       -       450,425       45       373,807       -       373,852  
                                                         
In kind contribution of interest     -       -       -       -       1,100       -       1,100  
                                                         
Net loss for the year ended July 31, 2015     -       -       -       -       -       (118,802,407 )     (118,802,407 )
                                                         
Balance, July 31, 2015     -     $ -       44,956,953     $ 4,496     $ 119,742,637     $ (120,063,469 )   $ (316,336 )

 

See accompanying notes to financial statements

 

  F- 4  
 

 

Point of Care Nano-Technology, Inc.

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

Statements of Cash Flows

 

    For the Years Ended  
    July 31,
2015
    July 31,
2014
 
Cash Flows Used in Operating Activities:            
Net Loss   $ (118,802,407 )   $ (189,399 )
Adjustments to reconcile net loss to net cash used in operations                
Bad debt expense     -       25,000  
Stock based compensation - settlement agreement     260,000       -  
Stock based compensation - officer     118,125,000       -  
In-kind contribution of services     10,400       15,600  
In-kind contribution of interest     1,100       557  
Payments of expenses on the Company's behalf     2,612       -  
Changes in operating assets and liabilities:                
                 
Increase(Decrease) in accounts payable and accrued expenses     2,307       (13,041 )
Net Cash Used In Operating Activities     (400,988 )     (161,283 )
                 
Cash Flows From Investing Activities:                
Increase in note receivable     -       (25,000 )
Net Cash Used in Investing Activities     -       (25,000 )
                 
Cash Flows From Financing Activities:                
Proceeds from note payable     114,444       -  
Repayment of loan payable     (45,444 )     -  
Proceeds from loan payable- Related party     -       101,500  
Repayment of loan payable - Related party     (100,000 )     (11,217 )
Common shares repurchased for cancellation     (115,000 )     -  
Proceeds from exercise of warrants     373,852       273,056  
Net Cash Provided by Financing Activities     227,852       363,339  
                 
Net Increase (Decrease) in Cash     (173,136 )     177,056  
                 
Cash at Beginning of Period     177,181       125  
                 
Cash at End of Period   $ 4,045     $ 177,181  
                 
Supplemental Disclosure of Cash Flow Information:                
                 
Cash paid for interest   $ -     $ 5,333  
Cash paid for taxes   $ -     $ -  

 

See accompanying notes to financial statements

 

  F- 5  
 

 

Point of Care Nano-Technology, Inc.

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

NOTES TO FINANCIAL STATEMENTS

AS OF JULY 31, 2015

 

NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

 

(A) Organization

 

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

 

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.”

  

(B) Use of Estimates

 

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include valuation of equity based on transactions and the valuation of deferred tax assets.

 

(C) Cash and Cash Equivalents

 

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

 

(D) Loss Per Share

 

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

 

Since the Company reflected a net loss for the year ended July 31, 2015 and 2014, the effect of 80,005 and 5,826,122 warrants, respectively, is anti-dilutive. A separate computation of diluted loss per share is not presented.

 

 (E) Income Taxes

 

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

 

  F- 6  
 

 

Point of Care Nano-Technology, Inc.

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

NOTES TO FINANCIAL STATEMENTS

AS OF JULY 31, 2015

 

      July 31, 2014     July 31, 2013  
               
  Deferred tax liability   $ -     $ -  
  Deferred tax asset                
  Net Operating Loss Carryforward     617,408       460,931  
  Valuation Allowance     (617,408 )     (460,931 )
  Net deferred tax asset     -       -  
  Net deferred tax liability             -  
      $ -     $ -  

 

The net deferred tax liability in the accompanying balance sheets includes the following amounts of deferred tax assets and liabilities:

 

The valuation allowance was established to reduce the deferred tax asset to the amount that will more likely than not be realized. This is necessary due to the Company’s continued operating losses and the uncertainty of the Company’s ability to utilize all of the net operating loss carryforwards before they will expire through the year 2035.

 

The net deferred tax liability in the accompanying balance sheets includes the following amounts of deferred tax assets and liabilities:As of July 31, 2015, the Company has a net operating loss carryforward of approximately $1,601,555 available to offset future taxable income through July 31, 2035. The valuation allowance was established to reduce the deferred tax asset to the amount that will more likely than not be realized. This is necessary due to the Company’s continued operating losses and the uncertainty of the Company’s ability to utilize all of the net operating loss carryforwards before they will expire through the year 2035. The Company’s federal income tax returns for the years ended July 31, 2010 through July 31, 2015 remain subject to examination by the Internal Revenue Service and State Taxing Authorities as of July 31, 2015.

 

The net change in the valuation allowance for the year ended July 31, 2015 and 2014 was an increase of $156,477 and $66,784, respectively.

 

The net deferred tax liability in the accompanying balance sheets includes the following amounts of deferred tax assets and liabilities:

 

        July 31, 2015       July 31, 2014  
                   
  Federal                
  Current     -       -  
  Deferred     -       -  
        -       -  
  State and Local                
  Current     -       -  
  Deferred     -       -  
        -       -  

  

  F- 7  
 

 

Point of Care Nano-Technology, Inc.

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

NOTES TO FINANCIAL STATEMENTS

AS OF JULY 31, 2015

 

The Company's income tax expense differed from the statutory rates (federal 34% and state 4.55%) as follows:

 

      July 31,
2015
    July 31, 2014  
  Statutory rate applied to earnings before income taxes:   $ (45,798,328 )   $ (73,013 )
  Increase (decrease) in income taxes resulting from:                
  State income taxes     -       -  
  Change in deferred tax asset valuation allowance     156,477       66,784  
  Non-deductible expenses     45,641,851       6,229  
  Income Tax Expense   $ -     $ -  

 

(F) Business Segments

 

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

 

(G) Revenue Recognition

 

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

 

(H) Fair Value of Financial Instruments

 

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

 

(I) Stock Based Compensation

 

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally re-measured on vesting dates and interim financial reporting dates until the service period is complete. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period.

 

 (J) Recent Accounting Pronouncements

 

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

 

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

 

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

 

  F- 8  
 

 

Point of Care Nano-Technology, Inc.

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

NOTES TO FINANCIAL STATEMENTS

AS OF JULY 31, 2015

 

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

 

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

  

NOTE 2   NOTES PAYABLE

 

On October 10, 2014, the Company issued an unsecured promissory note to a unrelated party in the amount of $100,000 which is due on or before the 90th day from October 10, 2014. On March 2, 2015, the company repaid $35,000 of the loan, on July 23, 2015 the company repaid $2,000 and on July 24, 2015, the Company repaid $5,000. The remaining loan balance due is $58,000 as of July 31, 2015. The note bears interest at a rate of 9% per annum.   As of July 31, 2015, the Company recorded $5,979 in accrued interest and the note is in default.

 

On August 29, 2014 the Company entered into a promissory note with an unrelated party. This is a non-interest bearing loan for $14,444 and is due on demand. On July 22, 2015 the company repaid $1,444 and on July 23, 2015, the Company repaid $2,000. The remaining loan balance due is $11,000 as of July 31, 2015. For the year ended July 31, 2015 the Company recorded $795, as an in-kind contribution of interest (see note 4(A)).

 

On November 13, 2012, the Company received $6,034 from an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. For the years ended July 31, 2015 and 2014 the Company recorded $304 and $387 respectively, as an in-kind contribution of interest (see Note 4(A)).

 

On August 23, 2011, the Company issued an unsecured promissory note in the amount of $10,000 which was due on August 23, 2012 and bearing compounding interest at a rate of 6% per annum.   Interest on the outstanding principal balance is payable quarterly in arrears on the last day of each calendar quarter. The Company is currently in default of this note and expects to make the necessary payments whenever the Company is able to make such payments.  Then on December 28, 2011, the Company issued an additional unsecured promissory note in the amount of $10,000 which was due on December 28, 2012 and bearing compounding interest at a rate of 6% per annum.   Interest on the outstanding principal balance is payable quarterly in arrears on the last day of each calendar quarter. The Company is currently in default of these notes and expects to make the necessary payments whenever the Company is able to make such payments.  As of July 31, 2015 and July 31, 2014, the Company recorded $5,033 and $3,585, in accrued interest, respectively.

 

NOTE 3   NOTES PAYABLE - RELATED PARTY

 

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

 

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

 

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

 

  F- 9  
 

 

Point of Care Nano-Technology, Inc.

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

NOTES TO FINANCIAL STATEMENTS

AS OF JULY 31, 2015

 

NOTE 4   STOCKHOLDERS’ DEFICIENCY

 

(A) In-Kind Contribution

 

For the year ended July 31, 2015, a shareholder of the Company contributed services having a fair value of $10,400 (See Note 6).

 

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

 

For the year ended July 31, 2015, the Company recorded a total of $1,100 as an in-kind contribution of interest (See Notes 2 & 6).

 

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

 

 (B) Warrants

 

The following tables summarize all warrant grants for the year ended July 31, 2015, and the related changes during these periods are presented below.

  

      Number of Warrants     Weighted Average Exercise  
  Warrants            
  Balance at July 31, 2014     5,826,122     $ 0.83  
  Granted     -       -  
  Exercised     (450,425 )     -  
  Forfeited     (5,295,692 )     -  
  Balance at July 31, 2015     80,005       0.83  
  Warrants exercisable at July 31, 2015     80,005     $ 0.83  

  

Of the total warrants outstanding, 80,005 are fully vested, exercisable and non-forfeitable.

 

These warrants are immediately exercisable at $0.83 per share and are immediately callable by the Company if the Company’s common stock trades for a period of 20 consecutive days at an average trading price of $1.00 per share or greater. This option gives the Company the right, but not the obligation to repurchase the shares of common stock.  During the year ended July 31, 2015 and year ended July 31, 2014, the average trading price exceeded $1.00 per share and the options are callable by the Company, although none have been called to date.

 

During the year ended July 31, 2015, the Company issued 450,425 shares of common stock, in connection with the exercise of stock warrants, for proceeds of approximately $373,852.

 

During the year ended July 31, 2014, the Company issued 328,978 shares of common stock, in connection with the exercise of stock warrants, for proceeds of approximately $273,056.

 

(C) Payments made on the Company’s behalf

 

For the year ended July 31, 2015, a related party paid legal expenses on behalf of the Company totaling $2,612, which was forgiven and recorded as an in-kind contribution of capital.

 

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

 

For the year ended July 31, 2015, the Company issued 100,000 shares valued at $260,000 ($2.60/share), in connection with release and settlement agreement entered on October 7, 2014 (See Note 5).

 

  F- 10  
 

 

Point of Care Nano-Technology, Inc.

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

NOTES TO FINANCIAL STATEMENTS

AS OF JULY 31, 2015

 

(E) Common stock cancellations

 

On February 25, 2014, the Company entered into two separate Cancellation Agreements, one with the former sole officer and sole director, and one with an affiliate of the Company under which a total of 11,500,000 shares of the Company’s common stock, par value $0.0001 per share, were cancelled and in return the two persons received an aggregate of $115,000.

 

(F) Common stock issued in connection with employment agreement

 

On February 26, 2015, the Company entered into an employment agreement with its new CEO. For the year ended July 31, 2015, the Company issued 37,500,000 shares valued at a fair value of $118,125,000 ($3.15/share). Fair value is based on the closing price of the stock on the date of grant.

 

NOTE 5   COMMITMENTS AND CONTINGENCIES

 

On June 4, 2010, the Company entered into a consulting agreement with a related party to receive administrative and other miscellaneous services. The Company is required to pay $4,500 a month. The agreement is to remain in effect unless either party desires to cancel the agreement.

 

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

 

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

 

  Payment of $40,000 to the old CEO which represented two months of salary. This was paid during October 2014.
     
  Payment of a one-time consulting fee of $12,000 to the old CEO. This was paid during October 2014.
     
 

The old CEO has returned the physical share certificates evidencing his ownership of 25 million shares of the Company’s common stock and the Company instructed its transfer agent to cancel these 25 million shares. This occurred on December 11, 2014.

     
  The Company is required to: (i) issue 100,000 shares of the Company’s common stock to the old CEO; and (ii) change its name from Unique Growing Solutions to another name. For the year ended July 31, 2015, the Company issued 100,000 shares valued at $260,000 ($2.60/share) (See Note 4(D)), and changed the Company’s name to Point of Care Nano-Technology, Inc.
     
  In the event that an additional agreed upon event occurs, the Company shall issue an additional 100,000 shares of the Company’s common stock to the old CEO. During the year ended July 31, 2015, no additional agreed upon events have occurred.

 

On February 25, 2015, the Company signed an Employment Agreement with Dr. Guirguis (the “Employment Agreement”). Pursuant to the Employment Agreement, the Company appointed Dr. Guirguis as Chief Executive Officer of the Company effective as of February 26, 2015 (the “Employment Effective Date”). The Company will pay Dr. Guirguis an annual salary of $350,000. In addition, within twenty days of the Employment Effective Date, the Company will issue 37,500,000 shares of the Company’s common stock to Dr. Guirguis (the “Stock Issuance”). The Stock Issuance will result in a change of control of the Company. For the year ended July 31, 2015, the Company issued 37,500,000 shares with a fair value of $118,125,000 ($3.15/share), (See Note 4(F)), Fair value is based on the closing price of the stock on the date of grant. In addition, during the year ended July 31, 2015, the Company paid expenses previously incurred by CEO in the amount of $45,000 and was recorded as an additional compensation expense and approved by the Company’s Board of Directors. For the year ended July 31, 2015 the compensation expense is $181,500.

 

  F- 11  
 

 

Point of Care Nano-Technology, Inc.

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

NOTES TO FINANCIAL STATEMENTS

AS OF JULY 31, 2015

 

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


During the year ended July 31, 2015, the Company paid and expensed $1,000 for the licensing rights. No other milestones have been met.

 

NOTE 6   RELATED PARTY TRANSACTIONS

 

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

 

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

 

For the year ended July 31, 2015, a related party paid legal expenses on behalf of the Company totaling $2,612, which was forgiven and recorded as an in-kind contribution of capital (See Note 4 (C)).

 

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

 

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

 

For the year ended July 31, 2015, the Company recorded a total of $1,100 as an in-kind contribution of interest (See Notes 2 & 4).

 

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

 

For the year ended July 31, 2015, a shareholder of the Company contributed services having a fair value of $10,400 (See Note 4 (A)).

 

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

 

NOTE 7   NOTE RECEIVABLE

 

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

 

  F- 12  
 

 

Point of Care Nano-Technology, Inc.

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

NOTES TO FINANCIAL STATEMENTS

AS OF JULY 31, 2015

 

NOTE 8   GOING CONCERN

 

As reflected in the accompanying financial statements, the Company has minimal operations, a working capital and stockholders’ deficiency of $316,336, used cash in operations of $400,988 and has a net loss of $118,802,407 for the year ended July 31, 2015. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

 

NOTE 9   SUBSEQUENT EVENTS

 

Subsequent to July 31, 2015, the Company sold 621,212 shares of common stock at a purchase price of $0.33 per share. Accordingly, the Company elected to issue an additional 675,638 shares of common stock to investors who exercised stock warrants at $0.83 per share during the year ended July 31, 2015 in order to adjust their average cost per share to $0.33 per share.

 

  F- 13  
 

 

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 

None.

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

 

Management's Annual Report on Internal Control Over Financial Reporting.

 

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of July 31, 2015. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of July 31, 2015, the Company’s internal control over financial reporting was effective for the purposes for which it is intended.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm as we are a smaller reporting company and not required to provide the report.

 

Changes in Internal Control over Financial Reporting

 

No change in our system of internal control over financial reporting occurred during the fourth quarter of the fiscal year ended July 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 9B. Other Information.

 

None.

 

  12  
 

  

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance. 

 

Our directors and officers, as of November 20, 2015, are set forth below. On August 1, 2014, Mr. Peter Coker resigned as the Company’s sole officer and Mr. Peter Bianchi was appointed a member of the Board. Mr. Johnson was appointed as the Company’s sole officer on that same date. On October 7, 2014, Messrs. Johnson and Bianchi resigned from all of their positions and Mr. Coker became the Company’s sole officer and sole director. Effective as of February 26, 2015, Dr. Guirguis and Mr. El-Salhy were appointed as members of the Board and Dr. Guirguis was appointed as the Company’s President and Chief Executive Officer. On October 22, 2015, Mr. Coker resigned from all of his positions and Dr. Guirguis became the Company’s Chief Financial Officer.

 

Name

  Age   Position and Offices Held
Raouf Guirguis   61   Director, President, Chief Executive Officer, and Chief Financial Officer
Ayman El-Salhy    61   Director

 

Dr. Raouf Guirguis has been the Chairman and Chief Executive Officer of Lamina Equities Corporation since 2001. From 2005 to 2010, he was the President of Diplomatic Language Services, LLC. Since 2011, Dr. Guirguis has been the President of Converting Biophile Laboratories, LLC. His involvement with the companies ranged from the conception of the business plan to technology packaging, mergers and acquisitions, and business development.  Dr. Guirguis served as Pathology Fellow, National Cancer Institute, NIH (1984-1989) and was a Georgetown University Scholar (1985-1988). He holds an M.D. as well as an M.S., Studies in General Medical Practice, from the University of Alexandria, Egypt. He also holds an M.S. in Biomedical Engineering and a Ph.D. in Physiology and Biophysics from Georgetown University.

 

Ayman El-Salhy has been, since 2012, licensed in the State of Florida as a General Agent for life insurance and annuities. In 2007, he utilized his business experience and connections in Egypt, Saudi Arabia and the United Arab Emirates to launch a financial company in United States and a business development company in Abu Dhabi, UAE. Through these companies, Altergy and Mid-Atlantic Energy, he acted as a financial consultant and liaison for various governmental agencies and private businesses in the energy sector both foreign and domestic. For the past 9 years, he has traveled to the Middle East to market several projects in the medical and technology fields generating funds for each and every project. He has a Master's Degree in Marketing and Business Development with a Minor in Psychology from Cairo University.

 

Employment Agreements

 

Richard Johnson was appointed President, Chief Executive Officer, and Chief Financial Officer of the Company on August 1, 2014 and resigned on October 7, 2014. Pursuant to the Settlement Agreement, during October 2014, the Company paid Mr. Johnson $40,000 in salary for the two months during which he was the sole officer of the Company and a one-time consulting fee of $12,000. Although the Company did have an employment agreement with Mr. Johnson during the time he was the Company’s sole officer, he was not paid any cash compensation pursuant to the employment agreement.

 

On February 25, 2015, the Company signed the Employment Agreement with Dr. Guirguis. Pursuant to the Employment Agreement, the Company appointed Dr. Guirguis as Chief Executive Officer of the Company effective as of February 26, 2015. The Company will pay Dr. Guirguis an annual salary of $350,000. In addition, the Company issued thirty seven million, five hundred thousand (37,500,000) shares of the Company’s common stock to Dr. Guirguis.

 

Certain Legal Proceedings

 

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

 

been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

  13  
 

 

had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

 

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

 

been found by a court of competent jurisdiction in a civil action or by the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

 

Compliance with Section 16(a) of the Exchange Act

 

The Company does not have a class of securities registered under the Exchange Act and therefore its directors, executive officers, and any persons holding more than ten percent of the Company’s common stock are not required to comply with Section 16 of the Exchange Act.

 

Code of Ethics

 

We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, because of the small number of persons involved in the management of the Company.

  

Board Committees

 

Our Board of Directors has no separate committees and our Board of Directors acts as the audit committee and the compensation committee.  We do not have an audit committee financial expert serving on our Board of Directors.

 

  14  
 

 

Item 11. Executive Compensation.

 

Summary Compensation Table

 

The following table sets forth information regarding each element of compensation that we paid or awarded to our executive officers for fiscal 2015 and 2014.  

 

Name and Principal Position   Year     Salary     Bonus     Stock Awards
($)
    Option Awards     Non-Qualified Deferred Compensation Earnings     All Other  Compensation     Totals
($)
 
                                                                 
Peter Coker (1)     2015     $ 0     $ 7,500 (2)   $ 0     $ 0     $ 0     $ 0     $ 7,500  
      2014       0       0       0       0       0       0       0  
                                                                 
Richard Johnson (3)     2015     $ 0     $ 0     $ 260,000 (4)   $ 0     $ 0     $ 52,000     $ 312,000  
      2014       0               0       0       0       0       0  
                                                                 
Raouf Guirguis (5)     2015     $ 136,500     $ 0     $ 118,125,000 (6)   $ 0     $ 0     $ 45,000 (7)   $ 118,306,500  
      2014       0     $ 0       0       0       0       0       0  

 

(1) Peter Coker was our sole officer (President, Chief Executive Officer, and Chief Financial Officer) from August 1, 2013 through July 31, 2014. He resigned as President, Chief Executive Officer, and Chief Financial Officer of the Company on August 1, 2014 and was reappointed on October 7, 2014. Mr. Coker resigned as President and Chief Executive Officer on February 25, 2015. Mr. Coker resigned as Chief Financial Officer on October 22, 2015.

 

(2) On November 19, 2014, the Company recorded $7,500 as a bonus to Mr. Coker, for his extra time involved with negotiating and concluding the employment agreement dated August 1, 2014 and the settlement and release agreement dated October 7, 2014 both with Mr. Johnson.

 

(3) Richard Johnson was our sole officer (President, Chief Executive Officer, and Chief Financial Officer) from August 1, 2014 through October 7, 2014. Pursuant to the Settlement Agreement, during October 2014, the Company paid Mr. Johnson $40,000 in salary for the two months during which he was the sole officer of the Company and a one-time consulting fee of $12,000. Although the Company did have an employment agreement with Mr. Johnson during the time he was the Company’s sole officer, he was not paid any cash compensation pursuant to the employment agreement.

 

(4) Pursuant to the Settlement Agreement, the Company issued 100,000 shares valued at $260,000 ($2.60/share) to Mr. Johnson. This amount represents the grant date fair value. This amount does not reflect the actual value that may be realized by Mr. Johnson which depends on the value of our shares in the future.

 

(5) Raouf Guirguis has been our President and Chief Executive Officer since February 26, 2015. Dr. Guirguis has been our Chief Financial Officer since October 22, 2015.

 

(6) Pursuant to the Employment Agreement, the Company issued 37,500,000 shares valued at $118,125,000 ($3.15/share) to Dr. Guirguis. This amount represents the grant date fair value. This amount does not reflect the actual value that may be realized by Dr. Guirguis which depends on the value of our shares in the future.

 

(7) The Company paid expenses previously incurred by Dr. Guirguis in the amount of $45,000 and was recorded as an additional compensation expense and approved by the Company’s Board of Director 

 

Director Compensation

 

We did not pay any compensation to the non-employee members of the Board during 2015. Mr. Coker was a non-employee member of the Board from August 1, 2014 through October 6, 2014. Mr. Bianchi was a member of the Board from August 1, 2014 through October 6, 2014. Mr. El-Salhy has been a member of the Board since February 26, 2015.

 

  15  
 

 

Employment Agreements

 

On February 25, 2015, the Company signed the Employment Agreement with Dr. Guirguis. Pursuant to the Employment Agreement, the Company appointed Dr. Guirguis as Chief Executive Officer of the Company effective as of February 26, 2015. The Company will pay Dr. Guirguis an annual salary of $350,000. In addition, the Company issued thirty seven million, five hundred thousand (37,500,000) shares of the Company’s common stock to Dr. Guirguis.

 

Richard Johnson was appointed President, Chief Executive Officer, and Chief Financial Officer of the Company on August 1, 2014 and resigned on October 7, 2014. Pursuant to the Settlement Agreement, during October 2014, the Company paid Mr. Johnson $40,000 in salary for the two months during which he was the sole officer of the Company and a one-time consulting fee of $12,000. Although the Company did have an Employment Agreement with Mr. Johnson during the time he was the Company’s sole officer, he was not paid any cash compensation pursuant to the Employment Agreement.

 

No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our employees.  

 

It is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of our management for the purposes of providing services to the surviving entity. However, the Company has adopted a policy whereby the offer of any post-transaction employment to members of management will not be a consideration in our decision whether to undertake any proposed transaction.  There are no understandings or agreements regarding compensation our management will receive after a business combination or otherwise.

 

Compensation Committee Interlocks and Insider Participation

 

Our Board of Directors does not have a compensation committee and the entire Board of Directors performs the functions of a compensation committee.  No member of our Board of Directors has a relationship that would constitute an interlocking relationship with our executive officers or directors or another entity.

 

Item 12.    Security Ownership of Certain Beneficial Owners and Management.

 

The following table sets forth certain information regarding our shares of common stock beneficially owned as of November 20, 2015, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

 

For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of November 20, 2015. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of November 20, 2015 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise specified, the address of each of the persons set forth below is care of the Company.

 

  16  
 

 

Name and Address   Amount and
Nature of
Beneficial
Ownership
    Percentage
of Class(1)
 
Beneficial owners of more than 5% of our common stock            
             
Sandra J. Deluzio (2)     2,500,000       5.41 %
Arian Guirguis (2)     2,500,000       5.41 %
Kyrollos Guirguis (2)     2,500,000       5.56 %
                 
Directors and named executive officers                
                 
Raouf Guirguis (3)     28,500,000       61.62 %
Ayamn El-Salhy     1,500,000       3.24 %
All directors and executive officers as a group (1 persons)     30,000,000       64.86 %

 

(1) Based on 46,253,803 shares issued and outstanding as of November 20, 2015.

 

(2) A child of Dr. Guirguis whose shares are not under his voting or investment control.

 

(3) Dr. Guirguis controls 26,000,000 shares directly and 2,500,000 shares indirectly via his wife’s ownership of those shares.

 

We are not aware of any arrangements which may at a subsequent date result in a change of control of the Company.

   

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

 

Transactions with Related Persons

 

The following are the related party transactions in which we have engaged since August 1, 2013:

 

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

 

For the year ended July 31, 2014 the Company recorded a total of $557 as an in-kind contribution of interest.

 

For the year ended July 31, 2014, a shareholder of the Company contributed services having a fair value of $15,600

 

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

 

For the year ended July 31, 2015, a related party paid legal expenses on behalf of the Company totaling $2,612, which was forgiven and recorded as an in-kind contribution of capital.

 

For the year ended July 31, 2015, a shareholder of the Company contributed services having a fair value of $10,400.

 

For the year ended July 31, 2015, the Company recorded a total of $1,100 as an in-kind contribution of interest.

 

  17  
 

 

Director Independence

 

Mr Al-Salhy is an independent director. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination.  NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.  The NASDAQ listing rules provide that a director cannot be considered independent if:

 

the director is, or at any time during the past three years was, an employee of the company;

 

the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

 

a family member of the director is, or at any time during the past three years was, an executive officer of the company;

 

the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

 

the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

 

the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

 

Peter Coker is not considered independent because he is an executive officer of the Company.

 

We do not currently have a separately designated audit, nominating or compensation committee.

 

Item 14.      Principal Accounting Fees and Services.

 

Audit Fees

 

For the Company’s fiscal years ended July 31, 2015 and 2014, we were billed approximately $15,500 and $17,400, respectively for professional services rendered for the audit and reviews of our financial statements.

 

Audit Related Fees

 

The Company incurred fees of $0 and $0 for the fiscal years ended July 31, 2015 and 2014.

 

Tax Fees

 

For the Company’s fiscal years ended July 31, 2015 and 2014, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.

 

All Other Fees

 

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended July 31, 2015 and 2014.

 

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

 

approved by our audit committee; or

 

entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

 

We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors.

 

  18  
 

 

PART IV

 

Item 15.  Exhibits, Financial Statement Schedules.

 

(a) The following documents are filed as part of this report:

 

Financial Statements: See “Index to Consolidated Financial Statements” in Part II, Item 8 of this Report.

 

Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.

 

(b) The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.

 

Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:

 

may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;

 

may apply standards of materiality that differ from those of a reasonable investor; and

 

were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.

 

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   Bylaws.     S-1       3.2       10/25/2010          
10.1   Settlement Agreement and Release.     8-K       3.1       10/30/2014          
10.2   License Agreement with Lamina Equities Corporation, dated February 25, 2015.     8-K       10.1       02/27/2015          
10.3   Cancellation Agreement with Peter Coker, dated February 25, 2015.     8-K       10.2       02/27/2015          
10.4   Cancellation Agreement with Linda Hiatt, dated February 25, 2015.     8-K       10.3       02/27/2015          
10.5*   Employment Agreement with Dr. Raouf Guirguis, dated February 25, 2015.     8-K       10.4       02/27/2015          
21.1   Subsidiaries of the Registrant – None.                             X  
31.1   Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U. S. C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002strant.                             X  
32.1**   Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U. S. C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                             X  
101.INS   XBRL Instance.                             X  
101.XSD   XBRL Schema.                             X  
101.PRE   XBRL Presentation.                             X  
101.CAL   XBRL Calculation.                             X  
101.DEF   XBRL Definition.                             X  
101.LAB   XBRL Label.                             X  

 

 

*   Indicates a management contract or compensatory plan or arrangement, as required by Item 15(a) (3) of Form 10-K.

** In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

 

  19  
 

  

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.
     
Dated: November 20, 2015 By: /s/ Raouf Guirguis
    Raouf Guirguis
President, Chief Executive Officer, and
Chief Financial Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 

 

Name   Title   Date
         
/s/ Raouf Guirguis   President, Chief Executive Officer,   November 20, 2015
Raouf Guirguis   Chief Financial Officer, and Director    
    (Principal Executive, Financial, and    
    Accounting Officer)    
         
/s/ Ayman El-Salhy   Director   November 20, 2015
Ayman El-Salhy        

  

 

20

 

 



Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Raouf Guirguis, certify that:

 

1. I have reviewed this annual report on Form 10-K of Point of Care Nano-Technology, Inc. (f/k/a Unique Growing Solutions, 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 annual report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this annual 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 annual report;

 

4. The registrant’s other certifying officer 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 controls 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 annual 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;

 

  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 year end (the registrant’s fourth fiscal quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

 

5. The registrant’s other certifying officer 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 function):

 

  a) all significant deficiencies and material weaknesses in the design or operation of internal controls 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 controls over financial reporting.

 

Dated: November 20, 2015 By:  /s/ Raouf Guirguis
    Raouf Guirguis
Chief Executive Officer and
Chief Financial Officer
(Principal Executive Officer and
Principal Financial Officer)

 

 

 



Exhibit 32.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 

 

In connection with the Annual Report of Point of Care Nano-Technology, Inc. (f/k/a Unique Growing Solutions, Inc.) (the “Company”) on Form 10-K for the year ended July 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Raouf Guirguis, Chief Executive Officer and Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. section 1350 of the Sarbanes-Oxley Act of 2002, that:

 

(1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: November 20, 2015 By: /s/ Raouf Guirguis
    Raouf Guirguis
Chief Executive Officer
Chief Financial Officer
(Principal Executive Officer)
(Principal Financial Officer)

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.