Global Foods Group, LLC entered into an agreement to acquire Point of Care Nano-Technology, Inc. (OTCPK:PCNT) from Nicholas DeVito and others in a reverse merger transaction on December 12, 2022. As per the terms of the transaction, PCNT shall issue to the GFG Designees, in the aggregate, 7 million restricted shares of the Common Stock valued at $1.00 per share. Post deal completion, Global Foods Group shall own 70% stake of the combined company. By Closing, or within a reasonable time thereafter, the Company’s name will be changed to reflect a corporate name more in alignment with the Global Foods Group brand. Upon and subject to the Closing, Peter Ferrari will be named Chief Executive Officer (“ CEO ”) and Director and Nick DeVito will be named President, Chief Financial Officer “ CFO ”), Treasurer, Secretary and Director of the Company. Both CEO and CFO will be appointed to the Board of Directors of PCNT at Closing. CEO will also have the right to appoint one (1) additional individual to the Board of Directors subject to any required reviews and approvals. The deal is subject to approval by shareholders of GFG, PCNT and GFG shall have completed its due diligence, GFG shall have secured $1.5 million in funding, PCNT board of directors shall have approved the Acquisition and PCNT undertakes to timely file all required periodic and current reports with the Securities and Exchange Commission. The transaction is expected to close on February 28, 2023.

Global Foods Group, LLC cancelled the acquisition of Point of Care Nano-Technology, Inc. (OTCPK:PCNT) from Nicholas DeVito and others in a reverse merger transaction on January 26, 2023.