ITEM
1 FINANCIAL STATEMENTS
POINT
OF CARE NANO-TECHNOLOGY, INC.
INTERIM
BALANCE SHEETS
As
of January 31, 2022 and July 31, 2021
(Unaudited)
| | |
Jan 31, | | |
July 31, | |
| | |
2022 | | |
2021 | |
| ASSETS | |
| | | |
| | |
| | |
| | | |
| | |
| Total Assets | |
$ | - | | |
$ | - | |
| | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable and accrued charges | |
| 76,289 | | |
| 20,240 | |
| Total Liabilities | |
| 76,289 | | |
| 20,240 | |
| | |
| | | |
| | |
| Stockholders’ Deficit | |
| | | |
| | |
Preferred stock, par value $0.0001,
10,000,000 shares
authorized;
1,000 shares issued and outstanding | |
| 1 | | |
| - | |
Common stock, par value $0.0001,
100,000,000 shares authorized
46,981,059 shares issued and outstanding | |
| 4,698 | | |
| 4,698 | |
| Additional paid-in capital | |
| 120,187,429 | | |
| 120,187,429 | |
| Accumulated deficit | |
| (120,268,417 | ) | |
| (120,212,367 | ) |
| Total Stockholders’ Deficit | |
| (76,289 | ) | |
| (20,240 | ) |
| Total Liabilities and Stockholders’ Deficit | |
$ | - | | |
$ | - | |
See
accompanying notes to the interim financial statements.
POINT
OF CARE NANO-TECHNOLOGY, INC.
INTERIM
STATEMENTS OF OPERATIONS
For
the Three and Six Months Ended January 31, 2022 and 2021
(Unaudited)
| | |
For the three
months ended | | |
For the three
months ended | | |
For the six
months ended | | |
For the six
months ended | |
| | |
January 31, 2022 | | |
January 31, 2021 | | |
January 31, 2022 | | |
January 31, 2021 | |
| Revenues | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | - | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| General and administration | |
| 4,823 | | |
| - | | |
| 12,356 | | |
| - | |
| Professional fees | |
| 8,972 | | |
| - | | |
| 43,693 | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Officer compensation | |
| - | | |
| - | | |
| 1 | | |
| - | |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss and comprehensive loss | |
$ | 13,795 | | |
$ | - | | |
$ | 56,050 | | |
$ | - | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
$ | 0.00 | | |
$ | 0.00 | | |
$ | 0.00 | | |
$ | 0.00 | |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted | |
| 46,981,059 | | |
| 49,981,059 | | |
| 49,981,059 | | |
| 49,981,059 | |
See
accompanying notes to the interim financial statements.
POINT
OF CARE NANO-TECHNOLOGY, INC.
INTERIM
STATEMENTS OF EQUITY
(Unaudited)
For
the Six-Month Period Ended January 31, 2022
| |
|
|
|
|
|
| | |
|
|
|
|
|
| | |
| | |
| | |
| |
| | |
Preferred
Stock | | |
Common
Stock | | |
Additional
Paid-in | | |
Accumulated | | |
Total
Stockholder’s | |
| | |
# | | |
$ | | |
# | | |
$ | | |
Capital | | |
Deficit | | |
Deficit | |
| Balance, July
31, 2021 | |
| - | | |
| - | | |
| 46,981,059 | | |
$ | 4,698 | | |
$ | 120,187,429 | | |
$ | (120,212,367 | ) | |
$ | (20,240 | ) |
| Shares issued | |
| 1,000 | | |
$ | 1 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1 | |
| Net loss
for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (42,255 | ) | |
| (42,255 | ) |
| Balance, October 31, 2021 | |
| 1,000 | | |
| 1 | | |
| 46,981,059 | | |
| 4,698 | | |
| 120,187,429 | | |
| (120,254,622 | ) | |
| (62,494 | ) |
| Net loss
for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (13,795 | ) | |
| (13,795 | ) |
| Balance,
January 31, 2022 | |
| 1,000 | | |
$ | 1 | | |
| 46,981,059 | | |
$ | 4,698 | | |
| 120,187,429 | | |
$ | (120,268,417 | ) | |
$ | (76,289 | ) |
For
the Six-Month Period Ended January 31, 2021
| |
|
|
|
|
|
| | |
|
|
|
|
|
| | |
| | |
| | |
| |
| | |
Preferred
Stock | | |
Common
Stock | | |
Additional
Paid-in | | |
Accumulated | | |
Total
Stockholder’s | |
| | |
# | | |
$ | | |
# | | |
$ | | |
Capital | | |
Deficit | | |
Deficit | |
| Balance, July
31, 2020 | |
| - | | |
| - | | |
| 46,981,059 | | |
$ | 4,698 | | |
$ | 120,187,429 | | |
$ | (120,212,367 | ) | |
$ | (12,740 | ) |
| Net loss
for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Balance, October 31, 2020 | |
| - | | |
| - | | |
| 46,981,059 | | |
| 4,698 | | |
| 120,187,429 | | |
| (120,212,367 | ) | |
| (12,740 | ) |
| Net loss
for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Balance,
January 31, 2021 | |
| - | | |
| 1 | | |
| 46,981,059 | | |
$ | 4,698 | | |
| 120,187,429 | | |
$ | (120,212,367 | ) | |
$ | (12,740 | ) |
POINT
OF CARE NANO-TECHNOLOGY, INC.
INTERIM
STATEMENTS OF CASH FLOWS
For
the Six Months Ended January 31, 2022 and January 31, 2021
(Unaudited)
| | |
For the six
months ended | | |
For the six
months ended | |
| | |
January 31,
2021 | | |
January 31, 2020 | |
| Cash flows from operating activities | |
| | | |
| | |
| Net loss for the period | |
$ | (56,050 | ) | |
$ | - | |
| Non-cash expense, Officer compensation | |
| 1 | | |
| - | |
| Change in working capital items
Accounts payable and accrued charges | |
| 56,049 | | |
| - | |
| | |
| | | |
| | |
| Net cash flows from operating activities | |
| - | | |
| - | |
| | |
| | | |
| | |
| Net cash flows from investing activities | |
| - | | |
| - | |
| | |
| | | |
| | |
| Change in cash for the period | |
| - | | |
| - | |
| | |
| | | |
| | |
| Cash, beginning of period | |
| - | | |
| - | |
| | |
| | | |
| | |
| Cash, end of period | |
$ | - | | |
$ | - | |
See
accompanying notes to the interim financial statements.
POINT
OF CARE NANO-TECHNOLOGY, INC.
INTERIM
FINANCIAL STATEMENTS
For
the Six Month Period Ended January 31, 2022
(Unaudited)
| Note
1 |
COMPANY
AND BACKGROUND |
Point
of Care Nano-Technology, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on June 10, 2010, under
the name of “Alternative Energy and Environmental Solutions, Inc.” On August 28, 2014, the Company filed an amendment to
its Articles of Incorporation changing the name of the Company to “Unique Growing Solutions, Inc.” On March 31, 2015, the
Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Point of Care Nano-Technology,
Inc.”
From
February 2015 through July 2016, the Company’s business model related to the planning for the development and then manufacture
of saliva-based medical diagnosis products under a certain license agreement (the “License Agreement”) with Lamina Equities
Corporation.
The
Company was not successful in its endeavors related to the License Agreement and discontinued the majority of its operations by July
31, 2016. Beginning from August 2016, the Company’s plan, which it has since discontinued, was to provide business services and
financing to emerging growth entities. The Company’s plan of operation over the next 12 months is to seek new business assets in
the life sciences industry. The Company cannot make any guarantee that it will be successful in achieving this goal.
On
April 15, 2021, the Company accepted the resignations of Dr. Guirguis and Mr. El-Salhy, received a mutual release from both, and appointed
Mr. Nicholas DeVito as Director, Chief Executive Officer and Chief Financial Officer. In addition, for his services to the Company, the
Company agreed to issue to Mr. DeVito 1,000 shares of Class A Preferred Stock that granted him 80% voting rights in the voting stock
of the Company.
Also
on April 15, 2021, the Company agreed to form a subsidiary and transfer all Company debts relating to the License Agreement business
and the License Agreement to this subsidiary to be split off to Dr. Guirguis in exchange for 26,000,000 shares of the Company’s
common stock held by Dr. Guriguis. This transaction had not closed by January 31, 2022.
The
Company’s principal executive office location and mailing address is 109 Ambersweet Way, Davenport, FL 33897 and its telephone
number is 732-723-7395.
These
financial statements have been prepared in accordance with generally accepted principles applicable to a going concern, which assumes
that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may
be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would
be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going
concern. At January 31, 2022, the Company had not yet achieved profitable operations and had accumulated losses of $120,410,389 since
its inception, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s
ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.
| Note
2 |
CONTROL
BY PRINCIPAL OWNERS |
The
sole director and executive officer owns, directly, beneficially and in the aggregate, the majority of the voting power of the outstanding
capital stock of the Company. Accordingly, the sole director and executive officer has the ability to control the approval of most corporate
actions, including approving significant expenses, increasing the authorized capital and the dissolution, merger, or sale of the Company’s
assets.
While
the information presented in the accompanying interim six month financial statements is unaudited, it includes all adjustments,
which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows
for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These
interim financial statements follow the same accounting policies and methods of their application as the Company’s July 31,
2021 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial
statements be read in conjunction with the Company’s July 31, 2021 annual financial statements. Operating results for the six
months ended July 31, 2020 are not necessarily indicative of the results that can be expected for the year ended July 31,
2022.
| Note
4 |
ACCOUNTING
POLICIES |
The
financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States
of America, the more significant of which are as follows:
Critical
Accounting Policies and Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
We
have identified the policies outlined below as critical to our business operations and an understanding of our results of operations.
The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular
transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s
judgment in their application.
The
Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (“ASC Topic 740”). Under ASC Topic 740, deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.
Comprehensive
Income (Loss)
The
Company adopted FASB Codification topic (“ASC”) 220, Reporting Comprehensive Income, which establishes standards for the
reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income
and other gains and losses affecting stockholder’s equity that are excluded from net income, such as unrealized gains and losses
on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the
Company has not had any comprehensive income / loss.
Net
Income (Loss) per Common Share
FASB
Codification topic (“ASC”) 260, Earnings per share, requires dual presentation of basic and diluted earnings per share (EPS)
with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted
average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance
of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss
or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments
is not presented where anti-dilutive. Accordingly, although the diluted weighted average number of common stock outstanding is disclosed
on the statements of operation, the calculated net loss per share is the same for bother basic and diluted as both are based on the basic
weighted average of common stock outstanding. There were no adjustments required to net income for the period presented in the computation
of diluted earnings per share.
Financial
Instruments
Financial
instruments consist of accounts payable and accrued liabilities. As of the financial statement date, the Company does not
hold any derivate financial instruments. Financial assets and liabilities are measured upon first recognition and reviewed at the financial
statement date. Changes in fair value are recognized through profit and loss. Unless otherwise noted, it is management’s
opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Fair
Value Measurements
The
Company follows FASB Codification topic (ASC”) 820, Fair Value Measurements and Disclosures, for all financial instruments and
non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition
of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information
used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements.
It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the
price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at
fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based
risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer
restrictions and credit risk.
The
Company has adopted (ASC”) 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments
and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value
option for any eligible financial instruments.
An
asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the
fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment
in determining fair value of assets and liabilities, and Level 3 assets and liabilities involve greater judgment than Level 1 and Level
2 assets or liabilities.
Segment
Reporting
FASB
ASC 820, “Segments Reporting,” establishes standards for reporting information about operating segments on a basis consistent
with the Company’s internal organization structure as well as information about geographical areas, business segments and major
customers in financial statements. The Company currently operates in one principal business segment.
Related
Parties
The
Company adopted FASB ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Recent
Accounting Pronouncements
The
Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued,
which may be in advance of their effective date. The Company does not expect the adoption of recently issued accounting pronouncements
to have a significant impact on the Company’s results of operations, financial position, or cash flow.
| Note
5 |
COMMON
and PREFERRED STOCK |
The
Company has authorized capital of 100,000,000 shares of common stock and 10,000,000 shares of “blank check” preferred stock,
each with a par value of $0.001 per share. The Company agreed to issue 1,000 Shares of Series A Preferred Stock to Mr. Nicholas DeVito
on April 15, 2021. The shares were issued on August 2, 2021.
There
were no warrants or options outstanding as of January 31, 2022.
None.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion and analysis should be read in conjunction with our unaudited financial statements and the notes to those financial
statements that are included elsewhere in this Form 10-Q. Our discussion includes forward-looking statements based upon current expectations
that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events
could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such
as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,”
“expect,” “believe,” “intend,” “may,” “will,” “should,” “could,”
“predict,” and similar expressions to identify forward-looking statements. Any statement contained in this report that is
not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations
and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties
and other factors that may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives,
expectations and prospects will be achieved..
Overview
We
were incorporated as “Alternative Energy & Environmental Solutions, Inc.” in the State of Nevada on June 10, 2010, to
develop and license an innovative biotechnology for the environmentally friendly and cost-effective extraction of natural gas (coalbed
methane) from low-producing, depleted and abandoned coal mines in the U.S. We were not successful in developing that business and discontinued
its biotechnology related operations. We changed our name in 2014 to Unique Growing Solutions, Inc. and again in 2015 to Point of Care
Nano-Technology, Inc.
On
February 25, 2015, we entered into a license agreement with Lamina Equities Corporation (“Lamina”), to license intellectual
property for diagnosing illness in humans via a saliva test. During the past few years, we have not had the financial resources
to pursue business development relating to the Lamina license.
Our
plan of operation for the next 12 months is to seek and acquire new business assets in the life sciences industry and begin operations
with these new assets. We also plan to split off the Lamina license although at this time we are not sure when we will complete this
split-off, if at all. We cannot make any guarantee that we will be successful in achieving our new operational objectives.
RESULTS
OF OPERATIONS
Comparison
of Three Months Ended January 31, 2022 and 2021
Revenues
Our
total revenue was $0 for the three-month periods ended January 31, 2022 and 2021, respectively.
Cost
of Goods Sold
Our
cost of goods sold was $0 for the three-month periods ended January 31, 2022 and 2021, respectively.
Operating
Expenses (including Selling, General and Administrative Expenses)
For
the three months ended January 31, 2022, our operating expenses increased to $13,795 from $0 for the three months ended January 31, 2021. The
increase was primarily due to increased consulting, legal, filing and investor expenses.
Net
Other Income (Expense)
Our
net other income (expenses) was $0 for the three-month periods ended January 31, 2022 and 2021, respectively.
Income
Tax Expense
Income
tax expense was $0 and $0 for the three-month period ended January 31, 2022 and 2021, respectively.
Net
Loss
As
a result of the foregoing factors, we had a net loss of $13,795 for the three months ended January 31, 2022, as compared to $0 for the
three months ended January 31, 2021.
Comparison
of Six Months Ended January 31, 2022 and 2021
Revenues
Our
total revenue was $0 for the six-month periods ended January 31, 2022 and 2021.
Operating
Expenses (including Selling, General and Administrative Expenses)
For
the six months ended January 31, 2022, the Company’s Operating Expense increased to $56,050 from $0 for the six months ended January
31, 2021. The increase was primarily due to increased consulting, legal, filing and investor expenses.
Net
Other Income (Expense)
For
the six months ended January 31, 2022, the Company had Net Other Income (Expense) of $-0- compared to Net Other Expenses of $-0- for
the six months ended January 31, 2021.
Income
Tax Expense
Income
tax expense was $0 and $0 for the six-month period ended January 31, 2022 and 2021, respectively.
Net
Loss
As
a result of the foregoing factors, we had a net loss of $56,050 for six months ended January 31, 2022, as compared to $0 for the six
months ended January 31, 2021.
LIQUIDITY
AND CAPITAL RESOURCES
At
January 31, 2022, we had $0 in cash, compared to $0 at October 31, 2021. At January 31, 2022, our accumulated stockholders’ deficit
was $120,268,417 compared to $120,212,367 at July 31, 2021. There is substantial doubt as to our ability to continue as a going concern.
The
Company has had no cash flow for the two years ended July 31, 2021 and 2020 and subsequent quarters. In the future, the Company’s
cash flow will depend on the timely and successful market entry of the Company’s expected strategic offerings.
ITEM
4. CONTROLS AND PROCEDURES
Our
principal executive and financial officer, Nicholas DeVito, evaluated the effectiveness of our disclosure controls and procedures as
of January 31, 2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to
be disclosed by a company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the SEC’s rules and forms. Management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management
necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Disclosure controls
and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the company’s
management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required
disclosure.
Based
on that evaluation, as of January 31, 2022, our interim principal executive and financial officer identified the following material weaknesses:
| ● | We
do not have sufficient and skilled accounting personnel with an appropriate level of technical
accounting knowledge and experience in the application of accounting principles generally
accepted in the United States commensurate with our financial reporting requirements. To
mitigate the current limited resources and limited employees, we rely heavily on the use
of external legal and accounting professionals. |
Our
management has identified the steps necessary to address the material weaknesses, and as soon as we have available funds, we will implement
the following remedial procedures:
| ● | We
will hire personnel with technical accounting expertise to further support our current accounting
personnel. As necessary, we will continue to engage consultants or outside accounting firms
in order to ensure proper accounting for our financial statements. |
We
intend to complete the remediation of the material weaknesses discussed above as soon as practicable but we can give no assurance that
we will be able to do so. Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires
us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources
to maintain a financial reporting system that adequately satisfies our reporting obligations. The remedial measures that we have taken
and intend to take may not fully address the material weaknesses that we have identified, and material weaknesses in our disclosure controls
and procedures may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable.
We are committed to taking appropriate steps for remediation, as needed.
Changes
in Internal Control over Financial Reporting
As
required by Rule 13a-15(d) of the Exchange Act, our management, including our interim principal executive and financial officer,
Nicholas DeVito, conducted an evaluation of the internal control over financial reporting to determine whether any changes occurred during
the quarter ended January 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting. Based on that evaluation, our acting principal executive and financial officer concluded there were no such
changes during the quarter ended January 31, 2022.