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, our 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, our 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 ® The Companys July 31, 2022 financial statements have been restated to reflect changes to the valuation of the original Lucy Pet Products license. This original value is now based on the market prices of the shares at the time of the transaction and was impaired at year end 2022. In addition, corrections to the par value of our common stock are now reflected in the financial statements. See the Table below for the adjustments. Schedule of financial statements have been restated to reflect changes Account As Originally Filed As Restated Variance Explanation License 125,000.00 125,000.00 - Original purchase of license value was increased by $750,000; restatement includes write off of ($125,000) license fee payable and subsequent ($625,000) impairment License Fee Payable 125,000.00 - 125,000.00 Original purchase of license value was increased by $750,000; restatement includes write off of ($125,000) license fee payable and subsequent ($625,000) impairment License Impairment - 625,000.00 (625,000.00 ) Original purchase of license value was increased by $750,000; restatement includes write off of ($125,000) license fee payable and subsequent ($625,000) impairment Royalty Revenue 100,000.00 100,000.00 - Reclassification from Operating Income to Other Income Royalty Fees 90,000.00 90,000.00 - Reclassification from Operating Expense to Other Expense Common Stock to be issued - 750,000.00 (750,000.00 ) Common Stock due to be issued for increase in original purchase value of license of $750,000 Common Stock 940.00 94.00 846.00 Original par value was incorrect at .001/share; corrected at .0001/share Treasury Stock 520.00 52.00 468.00 Original par value was incorrect at .001/share; corrected at .0001/share The Companys principal executive office location and mailing address is 109 Ambersweet Way, Davenport, FL 33897. |