Point of Care Nano-Technology (PCNT) 10-Q 14 Jun 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Apr. 30, 2022	Jun. 14, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Apr. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--07-31
Entity File Number	000-56356
Entity Registrant Name	POINT OF CARE NANO-TECHNOLOGY, INC.
Entity Central Index Key	0001504239
Entity Tax Identification Number	27-2830681
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	109 Ambersweet Way
Entity Address, City or Town	Davenport
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33897
City Area Code	(732)
Local Phone Number	723-7395
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		939,621

INTERIM CONSOLIDATED BALANCE SH

INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Apr. 30, 2022	Jul. 31, 2021
Current Assets
Cash	$ 100
License fee receivable (Notes 8 and 9)	100,000
Total Assets	100,100	0
Current Liabilities:
Accounts payable and accrued charges	92,226	20,240
Royalty fee payable (Notes 7 and 9)	90,000
Total Liabilities	182,226	20,240
Stockholders’ Deficit
Preferred stock, par value $0.0001, (Note 5) 10,000,000 shares authorized; 1,000 shares issued and outstanding	1
Common stock, par value $0.0001, (Note 5) 100,000,000 shares authorized 419,621 shares issued and outstanding (939,621 shares in 2021)	420	940
Additional paid-in capital	120,191,707	120,191,187
Accumulated deficit	(120,274,254)	(120,212,367)
Total Stockholders’ Deficit	(82,126)	(20,240)
Total Liabilities and Stockholders’ Deficit	$ 100,100	$ 0

INTERIM CONSOLIDATED BALANCE _2

INTERIM CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Apr. 30, 2022	Jul. 31, 2021
Statement of Financial Position [Abstract]
Preferred Stock, Par Value	$ 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 Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	419,621	939,621
Common Stock, Shares, Outstanding	419,621	939,621

INTERIM CONSOLIDATED STATEMENTS

INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Apr. 30, 2022	Apr. 30, 2021	Apr. 30, 2022	Apr. 30, 2021
Income Statement [Abstract]
Revenues	$ 100,000		$ 100,000
Operating expenses
Royalty fees	90,000		90,000
General and administration	2,472		14,828
Professional fees	13,365		57,058
Officer compensation			1
Operating expenses	105,837		161,887
Net loss and Comprehensive loss	$ (5,837)		$ (61,887)
Weighted average  Net Loss per share, basic and diluted	$ (0.01)	$ 0	$ (0.08)	$ 0
Weighted average number of common shares outstanding	632,218	939,621	787,183	939,621

INTERIM CONSOLIDATED STATEMEN_2

INTERIM CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) - USD ($)	Total	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]
Balance, July 31, 2020 at Jul. 31, 2020	$ (12,740)		$ 940	$ 120,191,187	$ (120,204,867)
Shares, Outstanding, Beginning Balance at Jul. 31, 2020			939,621
Net loss for the period
Balance, April 30, 2021 at Oct. 31, 2020	(12,740)		$ 940	120,191,187	(120,204,867)
Shares, Outstanding, Ending Balance at Oct. 31, 2020			939,621
Balance, July 31, 2020 at Jul. 31, 2020	(12,740)		$ 940	120,191,187	(120,204,867)
Shares, Outstanding, Beginning Balance at Jul. 31, 2020			939,621
Net loss for the period
Balance, April 30, 2021 at Apr. 30, 2021	(12,740)		$ 940	120,191,187	(120,204,867)
Shares, Outstanding, Ending Balance at Apr. 30, 2021			939,621
Balance, July 31, 2020 at Oct. 31, 2020	(12,740)		$ 940	120,191,187	(120,204,867)
Shares, Outstanding, Beginning Balance at Oct. 31, 2020			939,621
Net loss for the period
Balance, April 30, 2021 at Jan. 31, 2021	(12,740)		$ 940	120,191,187	(120,204,867)
Shares, Outstanding, Ending Balance at Jan. 31, 2021			939,621
Net loss for the period
Balance, April 30, 2021 at Apr. 30, 2021	(12,740)		$ 940	120,191,187	(120,204,867)
Shares, Outstanding, Ending Balance at Apr. 30, 2021			939,621
Balance, July 31, 2020 at Jul. 31, 2021	(20,240)		$ 4,698	120,187,429	(120,212,367)
Shares, Outstanding, Beginning Balance at Jul. 31, 2021			939,621
Shares issued	1	$ 1
Stock Issued During Period, Shares, New Issues		1,000
Net loss for the period	(42,255)				(42,255)
Balance, April 30, 2021 at Oct. 31, 2021	(62,494)	$ 1	$ 4,698	120,187,429	(120,254,622)
Shares, Outstanding, Ending Balance at Oct. 31, 2021		1,000	939,621
Balance, July 31, 2020 at Jul. 31, 2021	(20,240)		$ 4,698	120,187,429	(120,212,367)
Shares, Outstanding, Beginning Balance at Jul. 31, 2021			939,621
Net loss for the period	(61,887)
Balance, April 30, 2021 at Apr. 30, 2022	(82,126)	$ 1	$ 420	120,191,707	(120,274,254)
Shares, Outstanding, Ending Balance at Apr. 30, 2022		1,000	419,621
Balance, July 31, 2020 at Oct. 31, 2021	(62,494)	$ 1	$ 4,698	120,187,429	(120,254,622)
Shares, Outstanding, Beginning Balance at Oct. 31, 2021		1,000	939,621
Net loss for the period	(13,795)				(13,795)
Balance, April 30, 2021 at Jan. 31, 2022	(76,289)	$ 1	$ 4,698	120,187,429	(120,268,417)
Shares, Outstanding, Ending Balance at Jan. 31, 2022		1,000	939,621
Net loss for the period	(5,837)				(5,837)
Balance, April 30, 2021 at Apr. 30, 2022	(82,126)	$ 1	$ 420	120,191,707	(120,274,254)
Shares, Outstanding, Ending Balance at Apr. 30, 2022		1,000	419,621
Settlement (Note 6)			$ (520)	$ 520
Stock Redeemed or Called During Period, Shares			(520,000)

INTERIM CONSOLIDATED STATEMEN_3

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended				9 Months Ended
	Apr. 30, 2022	Oct. 31, 2021	Apr. 30, 2021	Oct. 31, 2020	Apr. 30, 2022	Apr. 30, 2021
Cash flows from operating activities
Net loss for the period	$ (5,837)	$ (42,255)			$ (61,887)
Non-cash expense, Officer compensation					1
Change in working capital items Accounts payable and accrued charges					61,986
Net cash flows from operating activities					100
Change in cash for the period					100
Cash, beginning of period
Cash, end of period	$ 100				$ 100

COMPANY AND BACKGROUND

COMPANY AND BACKGROUND	9 Months Ended
	Apr. 30, 2022
Accounting Policies [Abstract]
COMPANY AND BACKGROUND	Note 1 COMPANY AND BACKGROUND Point of Care Nano-Technology, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on June 10, 2010, under the name of “Alternative Energy and Environmental Solutions, Inc.” On August 28, 2014, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Unique Growing Solutions, Inc.” On March 31, 2015, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Point of Care Nano-Technology, Inc.” From February 2015 through July 2016, the Company’s business model related to the planning for the development and then manufacture of saliva-based medical diagnosis products under a certain license agreement (the “License Agreement”) with Lamina Equities Corporation. The Company was not successful in its endeavors related to the License Agreement and discontinued the majority of its operations by July 31, 2016. Beginning from August 2016, the Company’s plan, which it has since discontinued, was to provide business services and financing to emerging growth entities. The Company’s plan of operation over the next 12 months is to seek new business assets in the life sciences industry. The Company cannot make any guarantee that it will be successful in achieving this goal. On April 15, 2021, the Company accepted the resignations of Dr. Guirguis and Mr. El-Salhy, received a mutual release from both, and appointed Mr. Nicholas DeVito as Director, Chief Executive Officer and Chief Financial Officer. On April 11, 2022, the Company, through DSI, acquired an exclusive license to distribute certain intellectual property in animal nutrition and animal supplements from Cedoga Consulting, LLC (“Cedoga”). On April 19, 2022, DSI signed an exclusive sales and promotion agreement with Lucy Pet Products Inc. (“Lucy”) pursuant to which Lucy will manufacture, market and distribute pet products from the Cedoga intellectual property. The Company’s principal executive office location and mailing address is 109 Ambersweet Way, Davenport, FL 33897. These financial statements have been prepared in accordance with generally accepted principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern. At April 30, 2022, the Company had not yet achieved profitable operations and had accumulated losses of $120,284,254 since its inception, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

CONTROL BY PRINCIPAL OWNERS

CONTROL BY PRINCIPAL OWNERS	9 Months Ended
	Apr. 30, 2022
Control By Principal Owners
CONTROL BY PRINCIPAL OWNERS	Note 2 CONTROL BY PRINCIPAL OWNERS The sole director and executive officer owns, directly, beneficially and in the aggregate, the majority of the voting power of the outstanding capital stock of the Company. Accordingly, the sole director and executive officer has the ability to control the approval of most corporate actions, including approving significant expenses, increasing the authorized capital and the dissolution, merger, or sale of the Company’s assets.

INTERIM REPORTING

INTERIM REPORTING	9 Months Ended
	Apr. 30, 2022
Interim Reporting
INTERIM REPORTING	Note 3 INTERIM REPORTING While the information presented in the accompanying interim nine month financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s July 31, 2021 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s July 31, 2021 annual financial statements. Operating results for the nine months ended April 30, 2022 are not necessarily indicative of the results that can be expected for the year ended July 31, 2022.

ACCOUNTING POLICIES

ACCOUNTING POLICIES	9 Months Ended
	Apr. 30, 2022
Accounting Policies [Abstract]
ACCOUNTING POLICIES	Note 4 ACCOUNTING POLICIES The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America and included the accounts of its wholly owned subsidiary, Duo Sciences Inc. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Change in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates. Change in significant accounting policies There has been no change in accounting policies from disclosed in the noted to the audited financial statements for the year ended July 31, 2021. Recent accounting pronouncements The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.

COMMON and PREFERRED STOCK

COMMON and PREFERRED STOCK	9 Months Ended
	Apr. 30, 2022
Equity [Abstract]
COMMON and PREFERRED STOCK	Note 5 COMMON and PREFERRED STOCK The Company has authorized capital of 100,000,000 0.0001 10,000,000 0.0001 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. On August 2, 2021, the Company issued 1,000 Nicholas DeVito On April 15, 2022, as part of the Settlement agreement (see below), the Company received and cancelled 520,000 shares of common stock (26,000,000 pre reverse split shares). There were no transactions in the Company’s common or preferred stock in the year ended July 31, 2021. There were no warrants or options outstanding as of April 30, 2022.

SETTLEMENT AGREEMENT

SETTLEMENT AGREEMENT	9 Months Ended
	Apr. 30, 2022
Settlement Agreement
SETTLEMENT AGREEMENT	Note 6 SETTLEMENT AGREEMENT On April 15, 2021, the Company formed a wholly owned subsidiary, Duo Sciences Inc. (“DSI”) and transferred all Company debts relating to the License Agreement business and the License Agreement to DSI to be split off to Dr. Guirguis in exchange for 520,000 share (26,000,000 shares pre reverse split) of the Company’s common stock held by Dr. Guirguis. This transaction closed on March 26, 2022 with Dr. Guirguis giving up and transferring to DSI all the rights, title and interest in the 520,000 shares and DSI contributing all of the legacy business debt and the License Agreement to DRG Transfer, Inc, a Nevada corporation, and transferring all of the outstanding capital stock in DRG Transfer, Inc. to Dr. Guirguis.

LICENSE PURCHASED

LICENSE PURCHASED	9 Months Ended
	Apr. 30, 2022
License Purchased
LICENSE PURCHASED	Note 7 LICENSE PURCHASED 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.

EXCLUSIVE SALES SUB-LICENSING A

EXCLUSIVE SALES SUB-LICENSING AGREEMENT	9 Months Ended
	Apr. 30, 2022
Exclusive Sales Sub-licensing Agreement
EXCLUSIVE SALES SUB-LICENSING AGREEMENT	Note 8 EXCLUSIVE SALES SUB-LICENSING AGREEMENT On April 19, 2022, DSI signed an exclusive sales and promotion sub-licensing agreement with Lucy Pet Products Inc. (“Lucy”) pursuant to which Lucy will manufacture, market and distribute pet products derived from the Cedoga intellectual property. The terms of the sub-licensing agreement are as follows: ● Lucy will pay the Company a one-time sub-license fee of $100,000 on execution of the sub-licensing agreement. ● Lucy will pay the Company royalties of 5% of Net Revenue, calculated and payable quarterly. Net Revenue is defined as total revenue less direct cost of materials, manufacturing, packaging and delivery expenses and less excise, sales or similar taxes.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Apr. 30, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 9 SUBSEQUENT EVENTS On May 11, 2022, the Company received the first payment from Lucy of $100,000 under its sub-license agreement with Lucy and remitted $90,000 to Cedoga according to the Cedoga license agreement. On June 8, 2022, the Company received approval from the Financial Industry Regulatory Authority to effect a 50:1 reverse split of the Company’s outstanding common stock. The split was reflected in the public markets on June 9, 2022.and has been given retroactive disclosure in the financial statements.

ACCOUNTING POLICIES (Policies)

ACCOUNTING POLICIES (Policies)	9 Months Ended
	Apr. 30, 2022
Accounting Policies [Abstract]
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. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Change in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.
Change in significant accounting policies	Change in significant accounting policies There has been no change in accounting policies from disclosed in the noted to the audited financial statements for the year ended July 31, 2021.
Recent accounting pronouncements	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 (Det

COMMON and PREFERRED STOCK (Details Narrative) - $ / shares	Jun. 08, 2022	Apr. 30, 2022	Aug. 02, 2021	Jul. 31, 2021
Subsequent Event [Line Items]
Common Stock, Shares Authorized		100,000,000		100,000,000
Common Stock, Par or Stated Value Per Share		$ 0.0001		$ 0.0001
Preferred Stock, Shares Authorized		10,000,000		10,000,000
Preferred Stock, Par or Stated Value Per Share		$ 0.0001		$ 0.0001
Preferred Stock, Shares Issued		1,000	1,000	1,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Stockholders' Equity, Reverse Stock Split	On June 8, 2022, the Company received approval from the Financial Industry Regulatory Authority to effect a 50:1 reverse split of the Company’s outstanding common stock.