United States securities and exchange commission logo
November 10, 2021
Nicholas DeVito
Chief Executive Officer
Point of Care Nano-Technology, Inc.
109 Ambersweet Way
Davenport, FL 33897
Re: Point of Care
Nano-Technology, Inc.
Registration
Statement on Form 10-12G
Filed October 15,
2021
File No. 000-56356
Dear Mr. DeVito:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Registration Statement on Form 10-12G
Item 1. Business
Overview
Historical Development, page 3
1. We note your disclosure
here that the company and Dr. Guirguis have entered into an
assignment and
assumption agreement pursuant to which the company has agreed to form
a subsidiary, transfer
all of the outstanding debts of the company and the License
Agreement with Lamina
Equities Corporation to such subsidiary and then transfer
ownership of such
subsidiary to Dr. Guirguis. Please revise to specifically disclose all of
the assets and
liabilities that will be transferred, whether any assets or liabilities will be
retained by the company
and when you expect this transaction to close.
Item 1A. Risk Factors, page 6
2. Please expand your risk
factor discussion to disclose any risks related to the custodianship
Nicholas DeVito
FirstName LastNameNicholas DeVito
Point of Care Nano-Technology, Inc.
Comapany 10,
November NamePoint
2021 of Care Nano-Technology, Inc.
November
Page 2 10, 2021 Page 2
FirstName LastName
proceedings in Nevada and the intended transfer of the assets and
liabilities of the
company to a subsidiary that will eventually be wholly-owned by Dr.
Guirguis.
Our President and CEO has a no common stock equity interest and a 100%
preferred stock
equity interest in the Company. . . ., page 8
3. Please revise this risk factor to clarify that Mr. Devito controls 80%
of the voting power of
the company. We note your disclosure to this effect on page 4.
Item 3. Properties, page 14
4. We note your disclosure that the company does not own or rent any
properties. Please
revise to disclose how you are able to use your principal executive
office location. If the
office location is being provided free of charge, please disclose that
as well as who is
providing the location.
Item 5. Directors and Executive Officers, page 14
5. Please revise your disclosure to provide all of Mr. DeVito's principal
occupations and
employment during the past five years, including the name and
principal business of any
corporation or other organization in which such occupations and
employment were carried
on and whether such corporation or organization is a parent,
subsidiary or other affiliate of
the company. Please also disclose any other directorships held by Mr.
DeVito during the
past five years in any company with a class of securities registered
pursuant to section 12
of the Exchange Act or subject to the requirements of section 15(d) of
such Act or any
company registered as an investment company under the Investment
Company Act of
1940 and the names of all such companies. Refer to Item 401(e) of
Regulation S-K for
guidance.
Item 10. Recent Sales of Unregistered Securities, page 17
6. We note your disclosure that, on August 2, 2021, you issued 1,000
restricted shares of
Series A non-convertible preferred stock to Mr. DeVito in exchange for
services rendered
to the company by Mr. DeVito. Please specify the nature of the
services rendered to the
company, indicate which exemption from registration you claimed, and
state briefly the
facts relied upon to make the exemption available. Refer to Item 701
of Regulation S-K
for guidance. Please also disclose these shares in Item 6. Executive
Compensation or tell
us why you don't believe it's required.
General
7. Please note that this registration statement on Form 10 becomes
effective automatically 60
days after its initial filing pursuant to Exchange Act Section
12(g)(1). You will then be
subject to the reporting requirements of the Exchange Act of 1934,
including the
requirements to file Forms 10-K, 10-Q, and 8-K even if comments remain
open on the
Form 10. If you do not wish to become subject to these reporting
requirements before
Nicholas DeVito
Point of Care Nano-Technology, Inc.
November 10, 2021
Page 3
completion of our review, you may wish to consider withdrawing the Form
10 before it
becomes effective automatically and submitting a new registration
statement when you
respond to our comments.
8. It appears from your current disclosure that you may be a "blank check"
company under
Section (a)(2) of Rule 419 of the Securities Act of 1933. We note your
disclosure that the
company currently has no business activities and that the company intends
to transfer
ownership of its assets and liabilities to Dr. Guirguis and pursue
potential new business
opportunities in the life sciences industry. Please revise to disclose
your status as a blank
check company and, in an appropriate place in your filing, provide
details regarding
compliance with Rule 419 in connection with any offering of your
securities. It appears
that you may also be a shell company. Please disclose in the description
of business
section that you are a shell company and add a risk factor that
highlights the consequences
of your shell company status. Discuss the prohibition on the use of Form
S-8 by shell
companies, enhanced reporting requirements imposed on shell companies,
and the
conditions that must be satisfied before restricted and control
securities may be resold in
reliance on Rule 144. If you do not believe that you are a blank check
company or a shell
company, please provide us with your legal analysis.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Jeanne Bennett at 202-551-3606 or Jeanne Baker at
202-551-3691 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Dillon Hagius at 202-551-7967 or Ada D. Sarmento at 202-551-3798 with
any other
questions.
Sincerely,
FirstName LastNameNicholas DeVito
Division of
Corporation Finance
Comapany NamePoint of Care Nano-Technology, Inc.
Office of Life
Sciences
November 10, 2021 Page 3
cc: Paul Levites, Esq.
FirstName LastName