| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 20549 |
| FORM
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| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Table of Contents
POINT OF CARE NANO-TECHNOLOGY, INC.
FORM 10-Q
TABLE OF CONTENTS
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q for Point of Care Nano-Technology, Inc. may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” believe,” “estimate” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Such statements are only predictions, and our actual results may differ materially from those anticipated in these forward-looking statements. We believe that it is important to communicate future expectations to investors. However, there may be events in the future that we are not able to accurately predict or control. Factors that may cause such differences include, but are not limited to, those discussed under Item 1A. Risk Factors in the Company’s 10K filed with the Securities and Exchange Commission (“SEC”) on October 25, 2022.
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ITEM 1. FINANCIAL STATEMENTS
POINT OF CARE NANO-TECHNOLOGY, INC.
INTERIM CONSOLIDATED BALANCE SHEETS
As of April 30, 2023 and July 31, 2022
(Unaudited)
| Apr 30, 2023 | July 31, 2022 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid Expenses | ||||||||
| Intangible Asset - License (Note 7) | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable and Accrued Expenses | $ | $ | ||||||
| Total Liabilities | ||||||||
| Stockholders’ Deficit | ||||||||
| Preferred Stock, par value $, (Note 5) shares authorized; shares issued and outstanding | ||||||||
| Common Stock, par value $, (Note 5) shares authorized; shares issued and outstanding ( in 2022) | ||||||||
| Share Subscriptions Received (Note 5) | ||||||||
| Treasury Stock - 520,000 shares | ( | ) | ||||||
| Additional Paid-In Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
See accompanying notes to the interim financial statements.
3
POINT OF CARE NANO-TECHNOLOGY, INC.
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended April 30, 2023 and April 30, 2022
(Unaudited)
| For the Three | For the Three | For the Nine | For the Nine | |||||||||||||
| Months Ended | Months Ended | Months Ended | Months Ended | |||||||||||||
| Apr 30, 2023 | Apr 30, 2022 | Apr 30, 2023 | Apr 30, 2022 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Operating Expenses | ||||||||||||||||
| Amortization Expense | ||||||||||||||||
| General and Administrative Expense | ||||||||||||||||
| Officer Compensation | ||||||||||||||||
| Professional Fees | ||||||||||||||||
| Royalty Fees | ||||||||||||||||
| - | ||||||||||||||||
| Net Loss and Comprehensive Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average Net Loss per share, basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding | ||||||||||||||||
See accompanying notes to the interim financial statements.
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POINT OF CARE NANO-TECHNOLOGY, INC.
INTERIM CONSOLIDATED STATEMENTS OF EQUITY
For the Nine Month Periods Ended April 30, 2023 and April 30, 2022
(Unaudited)
| Share | Total | |||||||||||||||||||||||||||||||||||||||
| Subscriptions | Additional | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Treasury Stock | Received | Paid-In Capital | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| # | $ | # | $ | # | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Balance, July 31, 2022 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Share Subscription Received | - | - | - | |||||||||||||||||||||||||||||||||||||
| Share Cancellation | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||
| Net Loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, April 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Share | Total | |||||||||||||||||||||||||||||||||||||||
| Subscriptions | Additional | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Treasury Stock | Received | Paid-In Capital | Deficit | Deficit | ||||||||||||||||||||||||||||||||||
| # | $ | # | $ | # | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Balance, July 31, 2021 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Settlement (Note 6) | - | ( | ) | ( | ) | - | ||||||||||||||||||||||||||||||||||
| Shares Issued | - | - | ||||||||||||||||||||||||||||||||||||||
| Net Loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, April 30, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
See accompanying notes to the interim financial statements.
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POINT OF CARE NANO-TECHNOLOGY, INC.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended April 30, 2023 and April 30, 2022
(Unaudited)
| For the Nine | For the Nine | |||||||
| Months Ended | Months Ended | |||||||
| Apr 30, 2023 | Apr 30, 2022 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Non Cash Expense: | ||||||||
| Amortization | ||||||||
| Officer Compensation | ||||||||
| Change in Working Capital Items: | ||||||||
| Accounts payable and Accrued expenses | ||||||||
| Prepaid expense | ||||||||
| Net Cash Provided (Used) by Operating Activities | ( | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Share Subscriptions Received | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Change in cash for the period | ( | ) | ||||||
| Beginning Cash | ||||||||
| Ending Cash | $ | $ | ||||||
See accompanying notes to the interim financial statements.
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POINT OF CARE NANO-TECHNOLOGY, INC.
NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
As at April 30, 2023
(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.”
On February 26, 2015, the Company’s business model was related to using its license, under a certain license agreement (the “License Agreement”) from Lamina Equities Corporation, to first develop and then manufacture saliva-based medical diagnosis products. The Company was not successful and discontinued the majority of its operations by July 31, 2016. Beginning from August 2016, the Company’s plan, which it has since discontinued, was to provide business services and financing to emerging growth entities.
On April 15, 2021, the Company accepted the resignations of Dr. Guirguis and Mr. El-Salhy, received a mutual release from both, and appointed Mr. Nicholas DeVito to be Director, Chief Executive Officer and Chief Financial Officer. In addition, for his services to the Company, Mr. DeVito was awarded 1,000 shares of Class A Preferred Stock that grants him 80% voting rights.
Also on April 15, 2021 the Company agreed to form a subsidiary and transfer all debts and the License Agreement back to Dr. Guirguis in exchange for 520,000 shares of Common Stock. On August 231, 2021, the Company formed the wholly owned subsidiary, DRG Transfer, Inc. This transaction closed on March 26, 2022.
On July 2, 2021, the Company incorporated a wholly owned subsidiary, Duo Sciences, Inc. (“DSI”).
On April 11, 2022, the Company, through DSI, acquired an exclusive license to distribute certain intellectual property in animal nutrition and animal supplements from Cedoga Consulting, LLC (“Cedoga”). On April 19, 2022, DSI signed an exclusive sales and promotion agreement with Lucy Pet Products Inc. (“Lucy”) pursuant to which Lucy will manufacture, market and distribute pet products from the Cedoga intellectual property.
U.S. patent application 16/930,604 was allowed on March 29, 2023, and will issue shortly, further strengthening our subsidiary, DSI, intellectual property position and coverage for its DUOS products. The allowed claims are directed to an edible pet chew that contains a thermo-processed shell having a cylindrical shape and that includes cellulosic fibers, a humectant, and a gelling agent, and within the shell is a cold-formed filler that contains a fat mimicking composition and a thermally labile active containing an enzyme. The pet chew provides oral care properties and contains thermal labile nutrients and/or actives whose nutrient values and activities are preserved. The pet chews provide salivatory stimulation when consumed by the pet, which in combination with the other ingredients of the pet chew provide dental care properties to remove dental plaque, stain, and tartar on a tooth surface, as well as protection of the oral and perioral tissues. A continuation patent application seeking to further protect the pet chew oral care technology was also filed. The application has been assigned serial number 18/133,381 and the filing date was April 11, 2023.
On December 12, 2022, the Company entered into an asset purchase agreement with Global Foods Group, LLC (“GFG”) and its principal shareholder pursuant to which it agreed to acquire substantially all of the assets of GFG, consisting of assets relating to the sugar substitute that GFG has been developing, Jaca®. In exchange for the Jaca related assets, the Company would issue to GFG and its designees 7,000,000 shares of the Company’s common stock. Upon the closing of this transaction, which would effect a change of control of the Company, Peter Ferrari, the principal of the controlling member of GFG, was to become the CEO and a director of the Company and Nicholas DeVito, the current CEO and controlling stockholder of the Company though the 1,000 shares of super-majority Class A Preferred Stock that he holds, was to retain his positions with the Company as Treasurer, Secretary and Chief Financial Officer and director, and he was to exchange his Class A Preferred shares for 2,000,000 shares of the common stock of the Company. On January 26, 2023, GFG terminated the asset purchase agreement in accordance with Section 3(e) of the agreement.
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On February 28, 2023, the Company changed transfer agents to Sedona Equity Registrar & Transfer, Inc. from Vstock Transfer.
The Company’s principal executive office location and mailing address is 109 Ambersweet Way, Davenport, FL 33897.
These financial statements have been prepared in accordance with generally accepted principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern. At April 30, 2023, the Company had not yet achieved profitable operations and had accumulated losses of $120,326,880 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.
| Note 3 | INTERIM REPORTING |
While the information presented in the accompanying interim three month financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s July 31, 2022 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, 2022 annual financial statements. Operating results for the nine months ended April 30, 2023 are not necessarily indicative of the results that can be expected for the year ended July 31, 2023.
| Note 4 | ACCOUNTING POLICIES |
The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, the more significant of which are as follows:
Consolidation
The accompanying consolidated financial statement include the accounts of the Company and its wholly owned subsidiary Duo Sciences Inc. (“DSI”)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.
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Financial Instruments
Financial instruments consist of cash and accounts payable and accrued liabilities. The carrying amounts of the financial instruments approximate their fair values due to their relatively short-term nature of the underlying terms are consistent with market terms. As of the financial statement date, the Company does not hold any derivate financial instruments. Financial assets and liabilities are measured upon first recognition and reviewed at the financial statement date. Changes in fair value are recognized through profit and loss. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
Fair Value Measurements
The Company follows FASB Codification topic (“ASC”) 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.
The Company has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.
An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities, and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities.
Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As the Company has yet to produce positive cash flows from operations, no deferred tax asset or income taxes have been recorded in the financial statements.
Comprehensive Income (Loss)
The Company adopted FASB ASC 220, Reporting Comprehensive Income, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder’s equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Company has not had any comprehensive income / loss.
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FASB ASC 260, Earnings per share, requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. Accordingly, although the diluted weighted average number of common stock outstanding is disclosed on the statements of operation, the calculated net loss per share is the same for bother basic and diluted as both are based on the basic weighted average of common stock outstanding. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.
Segment Reporting
FASB ASC 820, “Segments Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company currently operates in one principal business segment.
Intangible assets
Intangible assets are non-monetary identifiable assets, controlled by the Company that will produce future economic benefits, based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measure at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with an indefinite useful life shall not be amortized until its useful life is determined to be longer than indefinite. An intangible asset subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered.
The license agreement has been capitalized, recorded at cost and amortized over its estimated useful life of ten years. Amortization has been determined based on a pro rata basis over the expected cash flows.
Non-cash transactions
The Company follows FASB ASC 845 then recording non-cash transactions. The value of the asset received should be based on the value of the assets surrendered. However, where that value is difficult to determine, then the value could be based on the asset received, provided it is more clearly evident than the value of the asset surrendered.
Related Parties
The Company adopted FASB ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Recent Accounting Pronouncements
The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.
10
| Note 5 | COMMON and PREFERRED STOCK |
The Company has authorized capital of shares of common stock, par value of $ per share, and shares of “blank check” preferred stock, par value of $ per share, of which shares have been designated as Series A Nonconvertible Preferred Stock (the “Series A Preferred Stock”).
The Company had the following transactions in its common stock during the nine months ended April 30, 2023:
On August 24, 2022, the Company completed a financing with an investor for $10,000 in exchange for 100,000 Units consisting of (i) one share of common stock, par value $0.001 per share for $0.10 per share, (ii) one LOI option to purchase one share of common stock for $0.20 per share upon the Company signing a letter of intent with a third party and (iii) one Agreement option to purchase one share of common stock for $0.30 per share upon the Company signing an agreement with a third party. The shares have not yet been issued and the transaction has been recorded as subscriptions received.
On November 12, 2022, the investor exercised their right to purchase 50,000 shares of common stock at $0.20 per share for gross proceeds of $10,000. The shares have not yet been issued and the transaction has been recorded as subscriptions received.
On March 16, 2023, the Company cancelled shares from treasury stock received from Dr. Guirguis as part of the Settlement Agreement (See below), previously consistent with the agreement with him.
During the year ended July 31, 2022, the Company had the following transactions in its common and preferred stock:
On August 2, 2021, the Company issued Series A Preferred Stock to Nicholas DeVito, the Company’s Chief Executive Officer as compensation. The Preferred Stock gives DeVito 80% control of the voting stock of the Company.
On April 10, 2022, the Company entered into an agreement under which it agreed to issue 300,000 common shares in order to obtain a license to distribute product (See below). The Company has not yet issued those shares and the obligation to do so is included in the accounts as a $ liability.
On April 15, 2022, as part of the Settlement agreement (See below), the Company received into treasury shares of common stock (26,000,000 pre reverse split shares).
There were no warrants or options outstanding as of April 30, 2023.
| Note 6 | SETTLEMENT AGREEMENT |
On April 15, 2021, the Company formed a wholly owned subsidiary, DRG Transfer Inc. (“DRG”) and transferred all Company debts relating to the License Agreement business and the License Agreement to DRG to be split off to Dr. Guirguis in exchange for 520,000 share (26,000,000 shares pre reverse split) of the Company’s common stock held by Dr. Guirguis. This transaction closed on March 26, 2022 with Dr. Guirguis giving up and transferring to DRG all the rights, title and interest in the 520,000 shares and DRG contributing all of the legacy business debt and the License Agreement to DRG Transfer, Inc, a Nevada corporation, and transferring all of the outstanding capital stock in DRG Transfer, Inc. to Dr. Guirguis.
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| Note 7 | LICENSE PURCHASED and INTANGIBLE ASSETS |
On April 11, 2022, the Company, through its wholly owned subsidiary DSI, acquired an exclusive license to distribute in the USA, Canada and Mexico, certain intellectual property in animal nutrition and animal supplements from Cedoga Consulting, LLC. The Company receives 10% of all licensing fees due to Cedoga in exchange for 300,000 post reverse split shares of common stock of the Company. Under the terms of the agreement, the Company will pay royalties from sub-licensing on the following basis:
| ● | 90% of net royalties for sale and initial payments up to $100,000,000 per calendar year. |
| ● | 95% of net royalties received for continuing sales above $100,000,000 per calendar year. |
| ● | 90% of any lump up-front payment sub-licensing fees. |
| ● | Option to purchase 200,000 shares of the Company’s common stock when net sales exceed $100,000,000. |
The license value has been based on the expected discounted cash flows the license will generate to the Company over its estimated 10 year life. The Company’s common shares are very lightly traded, and management determined that their market value is not reliable as a determinant of value for this transaction.
| April 30, | July 31, | |||||||
| 2023 | 2022 | |||||||
| License | $ | $ | ||||||
| Accumulated amortization | ||||||||
| Balance, end of year | $ | $ | ||||||
| Note 8 | EXCLUSIVE SALES SUB-LICENSING AGREEMENT |
On April 19, 2022, DSI signed an exclusive sales and promotion sub-licensing agreement with Lucy Pet Products Inc. (“Lucy”) pursuant to which Lucy will manufacture, market and distribute pet products derived from the Cedoga intellectual property. The terms of the sub-licensing agreement are as follows:
| ● | Lucy will pay the Company a one-time sub-license fee of $100,000 on execution of the sub-licensing agreement. | |
| ● | Lucy will pay the Company royalties of 5% of Net Revenue, calculated and payable quarterly. Net Revenue is defined as total revenue less direct cost of materials, manufacturing, packaging and delivery expenses and less excise, sales or similar taxes. |
On
May 11, 2022, the Company received the first payment from Lucy of $100,000 under its sub-license agreement with Lucy and remitted $
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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, and since that time we have attempted to develop certain technologies but have failed in these business endeavors. We changed our name in 2014 to Unique Growing Solutions, Inc. and again in 2015 to Point of Care Nano-Technology, Inc.
Our current plan of operation is to seek and acquire new business assets in the life sciences industry and begin operations with these new assets. To that end, on April 11, 2022, we, through our wholly owned subsidiary, Duo Sciences Inc. (“DSI”), acquired an exclusive license to distribute certain intellectual property in animal nutrition and animal supplements from Cedoga Consulting, LLC. On April 19, 2022, we, through DSI, signed an exclusive sales and promotion agreement with Lucy Pet Products Inc. (“Lucy”) pursuant to which Lucy will manufacture, market and distribute on our behalf pet products created from the Cedoga intellectual property.
On December 12, 2022, the Company entered into an asset purchase agreement with Global Foods Group, LLC (“GFG”) and its principal shareholder pursuant to which it agreed to acquire substantially all of the assets of GFG, consisting of assets relating to the sugar substitute that GFG has been developing, Jaca®. In exchange for the Jaca related assets, the Company would issue to GFG and its designees 7,000,000 shares of the Company’s common stock. Upon the closing of this transaction, which would effect a change of control of the Company, Peter Ferrari, the principal of the controlling member of GFG, was to become the CEO and a director of the Company and Nicholas DeVito, the current CEO and controlling stockholder of the Company though the 1,000 shares of super-majority Class A Preferred Stock that he holds, was to retain his positions with the Company as Treasurer, Secretary and Chief Financial Officer and director, and he was to exchange his Class A Preferred shares for 2,000,000 shares of the common stock of the Company. On January 26, 2023, GFG terminated the asset purchase agreement in accordance with Section 3(e) of the agreement.
RESULTS OF OPERATIONS
Comparison of Three Months Ended April 30, 2023 and 2022
Revenues
Our total revenue was $0 and $100,000 for license revenue for the three-month periods ended April 30, 2023 and 2022, respectively.
Cost of Goods Sold
Our cost of goods sold was $0 for the three-month periods ended April 30, 2023 and 2022, respectively.
13
Operating Expenses (including Selling, General and Administrative Expenses)
For the three months ended April 30, 2023, our operating expenses decreased to $ 9,773 from $ 105,837 for the three months ended April 30, 2022. The decrease was primarily due to decreased professional expenses and royalty fees.
Net Other Income (Expense)
Our net other income (expenses) was $0 for the three-month periods ended April 30, 2023 and 2022, respectively.
Income Tax Expense
Income tax expense was $0 and $0 for the three-month period ended April 30, 2023 and 2022, respectively.
Net Loss
As a result of the foregoing factors, we had a net loss of $ (9,773) for the three months ended April 30, 2023, as compared to $(5,837) for the three months ended April 30, 2022.
Comparison of Nine Months Ended April 30, 2023 and 2022
Revenues
Our total revenue was $0 and $100,000 for license revenue for the nine-month periods ended April 30, 2023 and 2022, respectively.
Cost of Goods Sold
Our cost of goods sold was $0 for the nine-month periods ended April 30, 2023 and 2022, respectively.
Operating Expenses (including Selling, General and Administrative Expenses)
For the nine months ended April 30, 2023, our operating expenses decreased to $ 50, 998 from $ 161,887 for the nine months ended April 30, 2022. The decrease was primarily due to decreased professional expenses and royalty fees.
Net Other Income (Expense)
Our net other income (expenses) was $0 for the nine-month periods ended April 30, 2023 and 2022, respectively.
Income Tax Expense
Income tax expense was $0 and $0 for the nine-month period ended April 30, 2023 and 2022, respectively.
Net Loss
As a result of the foregoing factors, we had a net loss of $ (50,998) for the nine months ended April 30, 2023, as compared to $(61,887) for the nine months ended April 30, 2022.
LIQUIDITY AND CAPITAL RESOURCES
At April 30, 2023, we had $ 2,312 in cash, compared to $ 3,198 at July 31, 2022. At April 30, 2023, our accumulated deficit was $120,326,880 compared to $120,275,882 at July 31, 2022. There is substantial doubt as to our ability to continue as a going concern.
14
The Company has had no cash flow for the fiscal quarters ended April 30, 2023 and 2022 as well as none for the two years ended July 31, 2022 and 2021. In the future, the Company’s cash flow will depend on the timely and successful market entry of the Company’s expected strategic offerings, although we cannot guarantee that we will be successful in our strategic offering efforts.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Our principal executive and financial officer, Nicholas DeVito, evaluated the effectiveness of our disclosure controls and procedures as of April 30, 2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Based on that evaluation, as of April 30, 2023, 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 April 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, our acting principal executive and financial officer concluded there were no such changes during the quarter ended April 30, 2023.
15
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these, or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
ITEM 1A. RISK FACTORS.
For a discussion of the risk factors affecting our business, see our annual report on Form 10-K, filed with the Securities and Exchange Commission on October 25, 2022.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
During the three-month period ended April 30, 2023, we did not repurchase any of our common stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
16
ITEM 6. EXHIBITS
The following exhibits are filed as part of this report or incorporated by reference:
| Exhibit | Incorporated by Reference | Filed
or Furnished | ||||||||
| Number | Exhibit Description | Form | Exhibit | Filing Date | Herewith | |||||
| 3.1 | Articles of Incorporation. | S-1 | 3.1 | 10/25/2010 | ||||||
| 3.2 | Amendment to Articles of Incorporation, dated August 28, 2014. | 8-K | 3.1 | 10/30/2014 | ||||||
| 3.3 | Amendment to Articles of Incorporation, dated March 31, 2015. | 8-K | 3.1 | 04/08/2015 | ||||||
| 3.4 | Certificate of Amendment by Custodian dated July 1, 2020 | 10-12g | 3.4 | 10/15/2021 | ||||||
| 3.5 | Certificate of Designation of the Series A Non-Convertible Preferred Stock | 10-12g | 3.5 | 10/15/2021 | ||||||
| 3.6 | Bylaws. | S-1 | 3.2 | 10/25/2010 | ||||||
| 31.1/31.2 | Certifications of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
| 32.1/32.2 | Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | X | ||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X | ||||||||
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| POINT OF CARE NANO-TECHNOLOGY, INC. | ||
| (Registrant) | ||
| Date: June 12, 2023 | ||
| By: | /s/ Nicholas DeVito | |
| Nicholas DeVito | ||
Chief
Executive Officer |
18
Exhibit 31.1, 31.2
CERTIFICATIONS
I, Nicholas DeVito, certify that:
| 1. | I have reviewed this quarterly report on Form 10-Q of Point of Care Nano-technology, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: June 12, 2023
/s/ Nicholas DeVito |
| Nicholas DeVito |
Chief
Executive Officer |
Exhibit 32.1, 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
The undersigned Interim Chief Executive Officer of Point of Care Nano-technology, Inc. (the “Company”), DOES HEREBY CERTIFY that:
1. The Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2023 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
IN WITNESS WHEREOF, each of the undersigned has executed this statement this 12th day of June, 2023.
| /s/ Nicholas DeVito |
| Nicholas DeVito |
Chief
Executive Officer |
A signed original of this written statement required by Section 906 has been provided to Point of Care Nano-Technology, Inc. and will be retained by Point of Care Nano-Technology, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) |
Apr. 30, 2023 |
Jul. 31, 2022 |
|---|---|---|
| Current Assets | ||
| Cash | $ 2,312 | $ 3,198 |
| Prepaid Expenses | 1,220 | 2,917 |
| Current Assets | 3,532 | 6,115 |
| Intangible Asset - License (Note 7) | 120,015 | 123,466 |
| Total Assets | 123,547 | 129,581 |
| Current Liabilities | ||
| Accounts Payable and Accrued Expenses | 238,299 | 213,335 |
| Total Liabilities | 238,299 | 213,335 |
| Stockholders’ Deficit | ||
| Preferred Stock, par value $.0001, (Note 5) 10,000,000 shares authorized; 1,000 shares issued and outstanding | 1 | 1 |
| Common Stock, par value $.0001, (Note 5) 100,000,000 shares authorized; 420,621 shares issued and outstanding (940,621 in 2022) | 420 | 940 |
| Share Subscriptions Received (Note 5) | 20,000 | |
| Treasury Stock - 520,000 shares | (520) | |
| Additional Paid-In Capital | 120,191,707 | 120,191,707 |
| Accumulated Deficit | (120,326,880) | (120,275,882) |
| Total Stockholders’ Deficit | (114,752) | (83,754) |
| Total Liabilities and Stockholders’ Deficit | $ 123,547 | $ 129,581 |
INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares |
Apr. 30, 2023 |
Jul. 31, 2022 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
| Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
| Preferred Stock, Shares Issued | 1,000 | 1,000 |
| Preferred Stock, Shares Outstanding | 1,000 | 1,000 |
| Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
| Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
| Common Stock, Shares, Issued | 420,621 | 940,621 |
| Common Stock, Shares, Outstanding | 420,621 | 940,621 |
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Apr. 30, 2023 |
Apr. 30, 2022 |
Apr. 30, 2023 |
Apr. 30, 2022 |
|
| Income Statement [Abstract] | ||||
| Revenues | $ 100,000 | $ 100,000 | ||
| Operating Expenses | ||||
| Amortization Expense | 1,150 | 3,451 | ||
| General and Administrative Expense | 6,457 | 2,472 | 13,813 | 14,828 |
| Officer Compensation | 1 | |||
| Professional Fees | 2,166 | 13,365 | 33,734 | 57,058 |
| Royalty Fees | 90,000 | 90,000 | ||
| Operating expenses | 9,773 | 105,837 | 50,998 | 161,887 |
| Net Loss and Comprehensive Loss | $ (9,773) | $ (5,837) | $ (50,998) | $ (61,887) |
| Weighted average Net Loss per share, basic and diluted | $ (0.01) | $ (0.01) | $ (0.05) | $ (0.08) |
| Weighted average number of common shares outstanding | 420,621 | 632,218 | 941,621 | 787,183 |
INTERIM CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($) |
Total |
Preferred Stock [Member] |
Common Stock [Member] |
Treasury Stock, Common [Member] |
Share Subscription Received [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
|---|---|---|---|---|---|---|---|
| Balance, July 31, 2021 at Jul. 31, 2021 | $ (20,240) | $ 4,698 | $ 120,187,429 | $ (120,212,367) | |||
| Beginning Balance, Shares at Jul. 31, 2021 | 939,621 | ||||||
| Share Subscription Received | |||||||
| Net Loss | (61,887) | (61,887) | |||||
| Balance, April 30, 2022 at Apr. 30, 2022 | (82,126) | $ 1 | $ 420 | 120,191,707 | (120,274,254) | ||
| Ending Balance, Shares at Apr. 30, 2022 | 1,000 | 419,621 | |||||
| Settlement (Note 6) | $ (520) | 520 | |||||
| Stock Redeemed or Called During Period, Shares | (520,000) | ||||||
| Shares Issued | 1 | $ 1 | |||||
| Shares Issued, Shares | 1,000 | ||||||
| Balance, July 31, 2021 at Jul. 31, 2022 | (83,754) | $ 1 | $ 940 | $ (520) | 120,191,707 | (120,275,882) | |
| Beginning Balance, Shares at Jul. 31, 2022 | 1,000 | 940,621 | (520,000) | ||||
| Share Subscription Received | 20,000 | 20,000 | |||||
| Share Cancellation | $ (520) | $ 520 | |||||
| Treasury Stock, Shares, Retired | (520,000) | 520,000 | |||||
| Net Loss | (50,998) | (50,998) | |||||
| Balance, April 30, 2022 at Apr. 30, 2023 | $ (114,752) | $ 1 | $ 420 | $ 20,000 | $ 120,191,707 | $ (120,326,880) | |
| Ending Balance, Shares at Apr. 30, 2023 | 1,000 | 420,621 |
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Apr. 30, 2023 |
Apr. 30, 2022 |
Apr. 30, 2023 |
Apr. 30, 2022 |
|
| Cash Flows from Operating Activities: | ||||
| Net Loss | $ (9,773) | $ (5,837) | $ (50,998) | $ (61,887) |
| Non Cash Expense: | ||||
| Amortization | 1,150 | 3,451 | ||
| Officer Compensation | 1 | |||
| Change in Working Capital Items: | ||||
| Accounts payable and Accrued expenses | 24,964 | 61,986 | ||
| Prepaid expense | 1,697 | |||
| Net Cash Provided (Used) by Operating Activities | (20,886) | 100 | ||
| Cash Flows from Financing Activities: | ||||
| Share Subscriptions Received | 20,000 | |||
| Net Cash Provided by Financing Activities | 20,000 | |||
| Change in cash for the period | (886) | 100 | ||
| Beginning Cash | 3,198 | |||
| Ending Cash | $ 2,312 | $ 100 | $ 2,312 | $ 100 |
COMPANY AND BACKGROUND |
9 Months Ended | ||
|---|---|---|---|
Apr. 30, 2023 | |||
| Accounting Policies [Abstract] | |||
| COMPANY AND BACKGROUND |
Point of Care Nano-Technology, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on June 10, 2010, under the name of “Alternative Energy and Environmental Solutions, Inc.” On August 28, 2014, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Unique Growing Solutions, Inc.” On March 31, 2015, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Point of Care Nano-Technology, Inc.”
On February 26, 2015, the Company’s business model was related to using its license, under a certain license agreement (the “License Agreement”) from Lamina Equities Corporation, to first develop and then manufacture saliva-based medical diagnosis products. The Company was not successful and discontinued the majority of its operations by July 31, 2016. Beginning from August 2016, the Company’s plan, which it has since discontinued, was to provide business services and financing to emerging growth entities.
On April 15, 2021, the Company accepted the resignations of Dr. Guirguis and Mr. El-Salhy, received a mutual release from both, and appointed Mr. Nicholas DeVito to be Director, Chief Executive Officer and Chief Financial Officer. In addition, for his services to the Company, Mr. DeVito was awarded 1,000 shares of Class A Preferred Stock that grants him 80% voting rights.
Also on April 15, 2021 the Company agreed to form a subsidiary and transfer all debts and the License Agreement back to Dr. Guirguis in exchange for 520,000 shares of Common Stock. On August 231, 2021, the Company formed the wholly owned subsidiary, DRG Transfer, Inc. This transaction closed on March 26, 2022.
On July 2, 2021, the Company incorporated a wholly owned subsidiary, Duo Sciences, Inc. (“DSI”).
On April 11, 2022, the Company, through DSI, acquired an exclusive license to distribute certain intellectual property in animal nutrition and animal supplements from Cedoga Consulting, LLC (“Cedoga”). On April 19, 2022, DSI signed an exclusive sales and promotion agreement with Lucy Pet Products Inc. (“Lucy”) pursuant to which Lucy will manufacture, market and distribute pet products from the Cedoga intellectual property.
U.S. patent application 16/930,604 was allowed on March 29, 2023, and will issue shortly, further strengthening our subsidiary, DSI, intellectual property position and coverage for its DUOS products. The allowed claims are directed to an edible pet chew that contains a thermo-processed shell having a cylindrical shape and that includes cellulosic fibers, a humectant, and a gelling agent, and within the shell is a cold-formed filler that contains a fat mimicking composition and a thermally labile active containing an enzyme. The pet chew provides oral care properties and contains thermal labile nutrients and/or actives whose nutrient values and activities are preserved. The pet chews provide salivatory stimulation when consumed by the pet, which in combination with the other ingredients of the pet chew provide dental care properties to remove dental plaque, stain, and tartar on a tooth surface, as well as protection of the oral and perioral tissues. A continuation patent application seeking to further protect the pet chew oral care technology was also filed. The application has been assigned serial number 18/133,381 and the filing date was April 11, 2023.
On December 12, 2022, the Company entered into an asset purchase agreement with Global Foods Group, LLC (“GFG”) and its principal shareholder pursuant to which it agreed to acquire substantially all of the assets of GFG, consisting of assets relating to the sugar substitute that GFG has been developing, Jaca®. In exchange for the Jaca related assets, the Company would issue to GFG and its designees 7,000,000 shares of the Company’s common stock. Upon the closing of this transaction, which would effect a change of control of the Company, Peter Ferrari, the principal of the controlling member of GFG, was to become the CEO and a director of the Company and Nicholas DeVito, the current CEO and controlling stockholder of the Company though the 1,000 shares of super-majority Class A Preferred Stock that he holds, was to retain his positions with the Company as Treasurer, Secretary and Chief Financial Officer and director, and he was to exchange his Class A Preferred shares for 2,000,000 shares of the common stock of the Company. On January 26, 2023, GFG terminated the asset purchase agreement in accordance with Section 3(e) of the agreement. On February 28, 2023, the Company changed transfer agents to Sedona Equity Registrar & Transfer, Inc. from Vstock Transfer.
The Company’s principal executive office location and mailing address is 109 Ambersweet Way, Davenport, FL 33897.
These financial statements have been prepared in accordance with generally accepted principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern. At April 30, 2023, the Company had not yet achieved profitable operations and had accumulated losses of $120,326,880 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. |
CONTROL BY PRINCIPAL OWNERS |
9 Months Ended | ||
|---|---|---|---|
Apr. 30, 2023 | |||
| Control By Principal Owners | |||
| 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. |
INTERIM REPORTING |
9 Months Ended | ||
|---|---|---|---|
Apr. 30, 2023 | |||
| Quarterly Financial Information Disclosure [Abstract] | |||
| INTERIM REPORTING |
While the information presented in the accompanying interim three month financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s July 31, 2022 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, 2022 annual financial statements. Operating results for the nine months ended April 30, 2023 are not necessarily indicative of the results that can be expected for the year ended July 31, 2023. |
ACCOUNTING POLICIES |
9 Months Ended | ||
|---|---|---|---|
Apr. 30, 2023 | |||
| Accounting Policies [Abstract] | |||
| ACCOUNTING POLICIES |
The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, the more significant of which are as follows:
Consolidation
The accompanying consolidated financial statement include the accounts of the Company and its wholly owned subsidiary Duo Sciences Inc. (“DSI”)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates. |
Financial Instruments |
9 Months Ended |
|---|---|
Apr. 30, 2023 | |
| Accounting Policies [Abstract] | |
| Financial Instruments | Financial Instruments
Financial instruments consist of cash and accounts payable and accrued liabilities. The carrying amounts of the financial instruments approximate their fair values due to their relatively short-term nature of the underlying terms are consistent with market terms. As of the financial statement date, the Company does not hold any derivate financial instruments. Financial assets and liabilities are measured upon first recognition and reviewed at the financial statement date. Changes in fair value are recognized through profit and loss. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
|
Fair Value Measurements |
9 Months Ended |
|---|---|
Apr. 30, 2023 | |
| Accounting Policies [Abstract] | |
| Fair Value Measurements | Fair Value Measurements
The Company follows FASB Codification topic (“ASC”) 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.
The Company has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.
An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities, and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities.
|
Income Taxes |
9 Months Ended |
|---|---|
Apr. 30, 2023 | |
| Accounting Policies [Abstract] | |
| Income Taxes | Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As the Company has yet to produce positive cash flows from operations, no deferred tax asset or income taxes have been recorded in the financial statements.
|
Comprehensive Income (Loss) |
9 Months Ended |
|---|---|
Apr. 30, 2023 | |
| Accounting Policies [Abstract] | |
| Comprehensive Income (Loss) | Comprehensive Income (Loss)
The Company adopted FASB ASC 220, Reporting Comprehensive Income, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder’s equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Company has not had any comprehensive income / loss. |
Net Income (Loss) per Common Share |
9 Months Ended |
|---|---|
Apr. 30, 2023 | |
| Accounting Policies [Abstract] | |
| Net Income (Loss) per Common Share |
FASB ASC 260, Earnings per share, requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. Accordingly, although the diluted weighted average number of common stock outstanding is disclosed on the statements of operation, the calculated net loss per share is the same for bother basic and diluted as both are based on the basic weighted average of common stock outstanding. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.
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Segment Reporting |
9 Months Ended |
|---|---|
Apr. 30, 2023 | |
| Accounting Policies [Abstract] | |
| Segment Reporting | Segment Reporting
FASB ASC 820, “Segments Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company currently operates in one principal business segment.
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Intangible assets |
9 Months Ended |
|---|---|
Apr. 30, 2023 | |
| Accounting Policies [Abstract] | |
| Intangible assets | Intangible assets
Intangible assets are non-monetary identifiable assets, controlled by the Company that will produce future economic benefits, based on reasonable and supportable assumptions about conditions that will exist over the life of the asset. An intangible asset that does not meet these attributes will be recognized as an expense when it is incurred. Intangible assets that do, are capitalized and initially measure at cost. Those with a determinable life will be amortized on a systematic basis over their future economic life. Those with an indefinite useful life shall not be amortized until its useful life is determined to be longer than indefinite. An intangible asset subject to amortization shall be periodically reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered.
The license agreement has been capitalized, recorded at cost and amortized over its estimated useful life of ten years. Amortization has been determined based on a pro rata basis over the expected cash flows.
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Non-cash transactions |
9 Months Ended |
|---|---|
Apr. 30, 2023 | |
| Non-cash Transactions | |
| Non-cash transactions | Non-cash transactions
The Company follows FASB ASC 845 then recording non-cash transactions. The value of the asset received should be based on the value of the assets surrendered. However, where that value is difficult to determine, then the value could be based on the asset received, provided it is more clearly evident than the value of the asset surrendered.
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Related Parties |
9 Months Ended |
|---|---|
Apr. 30, 2023 | |
| Related Parties | |
| Related Parties | Related Parties
The Company adopted FASB ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
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Recent Accounting Pronouncements |
9 Months Ended |
|---|---|
Apr. 30, 2023 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements
The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow. |
COMMON and PREFERRED STOCK |
9 Months Ended | ||
|---|---|---|---|
Apr. 30, 2023 | |||
| Equity [Abstract] | |||
| COMMON and PREFERRED STOCK |
The Company has authorized capital of shares of common stock, par value of $ per share, and shares of “blank check” preferred stock, par value of $ per share, of which shares have been designated as Series A Nonconvertible Preferred Stock (the “Series A Preferred Stock”).
The Company had the following transactions in its common stock during the nine months ended April 30, 2023:
On August 24, 2022, the Company completed a financing with an investor for $10,000 in exchange for 100,000 Units consisting of (i) one share of common stock, par value $0.001 per share for $0.10 per share, (ii) one LOI option to purchase one share of common stock for $0.20 per share upon the Company signing a letter of intent with a third party and (iii) one Agreement option to purchase one share of common stock for $0.30 per share upon the Company signing an agreement with a third party. The shares have not yet been issued and the transaction has been recorded as subscriptions received.
On November 12, 2022, the investor exercised their right to purchase 50,000 shares of common stock at $0.20 per share for gross proceeds of $10,000. The shares have not yet been issued and the transaction has been recorded as subscriptions received.
On March 16, 2023, the Company cancelled shares from treasury stock received from Dr. Guirguis as part of the Settlement Agreement (See below), previously consistent with the agreement with him.
During the year ended July 31, 2022, the Company had the following transactions in its common and preferred stock:
On August 2, 2021, the Company issued Series A Preferred Stock to Nicholas DeVito, the Company’s Chief Executive Officer as compensation. The Preferred Stock gives DeVito 80% control of the voting stock of the Company.
On April 10, 2022, the Company entered into an agreement under which it agreed to issue 300,000 common shares in order to obtain a license to distribute product (See below). The Company has not yet issued those shares and the obligation to do so is included in the accounts as a $ liability.
On April 15, 2022, as part of the Settlement agreement (See below), the Company received into treasury shares of common stock (26,000,000 pre reverse split shares).
On June 8, 2022, the Company received approval from the Financial Industry Regulatory Authority to effect a 50:1 reverse split of the Company’s outstanding common stock. The split was reflected in the public markets on June 9, 2022 and has been given retroactive disclosure in the financial statements. Accordingly, all references to common shares in these financial statements reflect the reverse split.
There were no warrants or options outstanding as of April 30, 2023. |
SETTLEMENT AGREEMENT |
9 Months Ended | ||
|---|---|---|---|
Apr. 30, 2023 | |||
| Settlement Agreement | |||
| SETTLEMENT AGREEMENT |
On April 15, 2021, the Company formed a wholly owned subsidiary, DRG Transfer Inc. (“DRG”) and transferred all Company debts relating to the License Agreement business and the License Agreement to DRG to be split off to Dr. Guirguis in exchange for 520,000 share (26,000,000 shares pre reverse split) of the Company’s common stock held by Dr. Guirguis. This transaction closed on March 26, 2022 with Dr. Guirguis giving up and transferring to DRG all the rights, title and interest in the 520,000 shares and DRG contributing all of the legacy business debt and the License Agreement to DRG Transfer, Inc, a Nevada corporation, and transferring all of the outstanding capital stock in DRG Transfer, Inc. to Dr. Guirguis. |
LICENSE PURCHASED and INTANGIBLE ASSETS |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Apr. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| License Purchased And Intangible Assets | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LICENSE PURCHASED and INTANGIBLE ASSETS |
On April 11, 2022, the Company, through its wholly owned subsidiary DSI, acquired an exclusive license to distribute in the USA, Canada and Mexico, certain intellectual property in animal nutrition and animal supplements from Cedoga Consulting, LLC. The Company receives 10% of all licensing fees due to Cedoga in exchange for 300,000 post reverse split shares of common stock of the Company. Under the terms of the agreement, the Company will pay royalties from sub-licensing on the following basis:
The license value has been based on the expected discounted cash flows the license will generate to the Company over its estimated 10 year life. The Company’s common shares are very lightly traded, and management determined that their market value is not reliable as a determinant of value for this transaction.
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EXCLUSIVE SALES SUB-LICENSING AGREEMENT |
9 Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 30, 2023 | ||||||||||||
| Exclusive Sales Sub-licensing Agreement | ||||||||||||
| EXCLUSIVE SALES SUB-LICENSING AGREEMENT |
On April 19, 2022, DSI signed an exclusive sales and promotion sub-licensing agreement with Lucy Pet Products Inc. (“Lucy”) pursuant to which Lucy will manufacture, market and distribute pet products derived from the Cedoga intellectual property. The terms of the sub-licensing agreement are as follows:
On May 11, 2022, the Company received the first payment from Lucy of $100,000 under its sub-license agreement with Lucy and remitted $90,000 to Cedoga according to the Cedoga license agreement. |
ACCOUNTING POLICIES (Policies) |
9 Months Ended |
|---|---|
Apr. 30, 2023 | |
| Accounting Policies [Abstract] | |
| Consolidation | Consolidation
The accompanying consolidated financial statement include the accounts of the Company and its wholly owned subsidiary Duo Sciences Inc. (“DSI”)
|
| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates. |
LICENSE PURCHASED and INTANGIBLE ASSETS (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
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Apr. 30, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| License Purchased And Intangible Assets | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of License Purchased |
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LICENSE PURCHASED and INTANGIBLE ASSETS (Details) - USD ($) |
9 Months Ended | 12 Months Ended |
|---|---|---|
Apr. 30, 2023 |
Jul. 31, 2022 |
|
| License Purchased And Intangible Assets | ||
| License | $ 125,000 | $ 125,000 |
| Accumulated amortization | 4,985 | 1,534 |
| Balance, end of year | $ 120,015 | $ 123,466 |
EXCLUSIVE SALES SUB-LICENSING AGREEMENT (Details Narrative) |
May 11, 2022
USD ($)
|
|---|---|
| Exclusive Sales Sub-licensing Agreement | |
| Royalty Expense | $ 90,000 |
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