Cover
Cover - shares | 9 Months Ended | |
Apr. 30, 2023 | Jun. 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Apr. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
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 | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 420,621 |
INTERIM CONSOLIDATED BALANCE SH
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 _2
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
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 STATEMEN_2
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 STATEMEN_3
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
COMPANY AND BACKGROUND | 9 Months Ended |
Apr. 30, 2023 | |
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. On February 26, 2015, the Companys 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 Companys 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 ® On February 28, 2023, the Company changed transfer agents to Sedona Equity Registrar & Transfer, Inc. from Vstock Transfer. The Companys 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 Companys ability to continue as a going concern. The Companys 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, 2023 | |
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 Companys assets. |
INTERIM REPORTING
INTERIM REPORTING | 9 Months Ended |
Apr. 30, 2023 | |
Quarterly Financial Information Disclosure [Abstract] | |
INTERIM REPORTING | 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 Companys 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 Companys 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
ACCOUNTING POLICIES | 9 Months Ended |
Apr. 30, 2023 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | 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. |
Financial Instruments
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 managements opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. |
Fair Value Measurements
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 liabilitys 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
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)
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 stockholders 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 Sh
Net Income (Loss) per Common Share | 9 Months Ended |
Apr. 30, 2023 | |
Accounting Policies [Abstract] | |
Net Income (Loss) per Common Share | 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. |
Segment Reporting
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 Companys 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 | 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. |
Non-cash transactions
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. |
Related Parties
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. |
Recent Accounting Pronouncement
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 Companys results of operations, financial position, or cash flow. |
COMMON and PREFERRED STOCK
COMMON and PREFERRED STOCK | 9 Months Ended |
Apr. 30, 2023 | |
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 1,000 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 520,000 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 1,000 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 $ 125,000 On April 15, 2022, as part of the Settlement agreement (See below), the Company received into treasury 520,000 On June 8, 2022, the Company received approval from the Financial Industry Regulatory Authority to effect a 50:1 reverse split of the Companys outstanding common stock. There were no warrants or options outstanding as of April 30, 2023. |
SETTLEMENT AGREEMENT
SETTLEMENT AGREEMENT | 9 Months Ended |
Apr. 30, 2023 | |
Settlement Agreement | |
SETTLEMENT AGREEMENT | 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 Companys 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 INTANGIBL
LICENSE PURCHASED and INTANGIBLE ASSETS | 9 Months Ended |
Apr. 30, 2023 | |
License Purchased And Intangible Assets | |
LICENSE PURCHASED and INTANGIBLE ASSETS | 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 Companys 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 Companys common shares are very lightly traded, and management determined that their market value is not reliable as a determinant of value for this transaction. Schedule of License Purchased April 30, July 31, 2023 2022 License $ 125,000 $ 125,000 Accumulated amortization 4,985 1,534 Balance, end of year $ 120,015 $ 123,466 |
EXCLUSIVE SALES SUB-LICENSING A
EXCLUSIVE SALES SUB-LICENSING AGREEMENT | 9 Months Ended |
Apr. 30, 2023 | |
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. 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 |
ACCOUNTING POLICIES (Policies)
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 INTANGI_2
LICENSE PURCHASED and INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Apr. 30, 2023 | |
License Purchased And Intangible Assets | |
Schedule of License Purchased | Schedule of License Purchased April 30, July 31, 2023 2022 License $ 125,000 $ 125,000 Accumulated amortization 4,985 1,534 Balance, end of year $ 120,015 $ 123,466 |
COMMON and PREFERRED STOCK (Det
COMMON and PREFERRED STOCK (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||
Mar. 16, 2023 | Jun. 08, 2022 | Apr. 30, 2023 | Jul. 31, 2022 | Apr. 15, 2022 | Aug. 02, 2021 | |
Class of Stock [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 | ||||
License Fee to be Paid In Common Shares | $ 125,000 | $ 125,000 | ||||
Treasury Stock, Common, Shares | 520,000 | |||||
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 Companys outstanding common stock. | |||||
Dr. Guirguis | ||||||
Class of Stock [Line Items] | ||||||
Treasury Stock, Shares, Retired | 520,000 | |||||
Series A Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Shares Authorized | 1,000 | |||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred Stock, Shares Issued | 1,000 |
LICENSE PURCHASED and INTANGI_3
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_2
EXCLUSIVE SALES SUB-LICENSING AGREEMENT (Details Narrative) | May 11, 2022 USD ($) |
Exclusive Sales Sub-licensing Agreement | |
Royalty Expense | $ 90,000 |