United States securities and exchange commission logo
December 16, 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.
Amendment No. 1 to
Registration Statement on Form 10-12G
Filed December 2,
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 and any amendment you may file in
response to these
comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form 10-12G
Item 1.
Business
Historical Development, page 3
1. We note your revisions
in response to prior comment one that appear to disclose that the
License Agreement with
Lamina Equities Corporation is the sole asset that would be
transferred in the
assignment and assumption agreement with Dr. Guirguis, but Exhibit A
to the agreement
indicates that all of the assets as of April 15, 2021, including the name of
the company, would be
transferred. Please revise your disclosure accordingly or advise.
Exhibit A to the
agreement also indicates that all liabilities, including accounts payable,
debt of any kind, and
judgments against the company as of April 15, 2021, and any and all
legal actions taken
against the company with claims prior to April 15, 2021 would be
transferred. We note
that your disclosure here and in the risk factor on page 6 indicates
Nicholas DeVito
Point of Care Nano-Technology, Inc.
December 16, 2021
Page 2
that the only outstanding debts that would be transferred would be
contingent liabilities.
Please revise to disclose what these contingent liabilities are and
quantify them, if
possible. We also note your disclosure that the agreement can be
terminated by you at any
time since the transaction did not close by October 1, 2021. It does not
appear that you can
terminate the agreement unless you have consent from Dr. Guirguis or
certain events took
place or failed to occur prior to October 1, 2021. Please clarify.
Report of Independent Registered Public Accounting Firm , page F-1
2. Please request K. R. Margetson Ltd. to appropriately date their report.
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
December 16, 2021 Page 2
cc: Paul Levites, Esq.
FirstName LastName