The following discussion and analysis should be read in conjunction with our
unaudited financial statements and the notes to those financial statements that
are included elsewhere in this Form 10-Q. Our discussion includes
forward-looking statements based upon current expectations that involve risks
and uncertainties, such as our plans, objectives, expectations and intentions.
Actual results and the timing of events could differ materially from those
anticipated in these forward-looking statements as a result of a number of
factors. We use words such as "anticipate," "estimate," "plan," "project,"
"continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should,"
"could," "predict," and similar expressions to identify forward-looking
statements. Any statement contained in this report that is not a statement of
historical fact may be deemed to be a forward-looking statement. Although we
believe that the plans, objectives, expectations and prospects reflected in or
suggested by our forward-looking statements are reasonable, those statements
involve risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by these
forward-looking statements, and we can give no assurance that our plans,
objectives, expectations and prospects will be achieved.
Overview
We were incorporated as Alternative Energy & Environmental Solutions, Inc. in
the State of Nevada on June 10, 2010, and since that time we have attempted to
develop certain technologies but have failed in these business endeavors. We
changed our name in 2014 to Unique Growing Solutions, Inc. and again in 2015 to
Point of Care Nano-Technology, Inc.
Our current plan of operation is to seek and acquire new business assets in the
life sciences industry and begin operations with these new assets. To that end,
on April 11, 2022, we, through our wholly owned subsidiary, Duo Sciences Inc.
("DSI"), acquired an exclusive license to distribute certain intellectual
property in animal nutrition and animal supplements from Cedoga Consulting, LLC.
On April 19, 2022, we, through DSI, signed an exclusive sales and promotion
agreement with Lucy Pet Products Inc. ("Lucy") pursuant to which Lucy will
manufacture, market and distribute on our behalf pet products created from the
Cedoga intellectual property.
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®. In
exchange for the Jaca related assets, the Company will issue to GFG and its
designees 7,000,000 shares of the Company's common stock. Upon the closing of
this transaction, which will effect a change of control of the Company, Peter
Ferrari, the principal of the controlling member of GFG, will become the CEO and
a director of the Company and Nicholas DeVito, the current CEO and controlling
stockholder of the Company though the 1,000 shares of super-majority Class A
Preferred Stock that he holds, will retain his positions with the Company as
Treasurer, Secretary and Chief Financial Officer and director, and he will
exchange his Class A Preferred shares for 2,000,000 shares of the common stock
of the Company. The closing of this acquisition is contingent upon, among other
things, GFG's raising a minimum of $1,500,000 to be contributed to the Company
upon closing as part of the purchased assets, for working capital purposes.
There can be no assurances that GFG will be able to raise these funds or that
this acquisition will successfully close. On January 26, 2023, we and GFG
mutually terminated the asset purchase agreement citing paragraph 3(f) of the
Agreement that specifies GFG's obligation to raise a certain amount of funds as
a pre-condition to closing. GFG was not able to raise the required funds.
13
RESULTS OF OPERATIONS
Comparison of Three Months Ended January 31, 2023 and 2022
Revenues
Our total revenue was $0 for the three-month periods ended January 31, 2023 and
2022, respectively.
Cost of Goods Sold
Our cost of goods sold was $0 for the three-month periods ended January 31, 2023
and 2022, respectively.
Operating Expenses (including Selling, General and Administrative Expenses)
For the three months ended January 31, 2023, our operating expenses decreased to
$ 13,154 from $ 13,795 for the three months ended January 31, 2022. The decrease
was primarily due to decreased legal, filing and investor expenses.
Net Other Income (Expense)
Our net other income (expenses) was $0 for the three-month periods ended January
31, 2023 and 2022, respectively.
Income Tax Expense
Income tax expense was $0 and $0 for the three-month period ended January 31,
2023 and 2022, respectively.
Net Loss
As a result of the foregoing factors, we had a net loss of $ (13,154) for the
three months ended January 31, 2023, as compared to $(13,795) for the three
months ended January 31, 2022.
Comparison of Six Months Ended January 31, 2023 and 2022
Revenues
Our total revenue was $0 for the six-month periods ended January 31, 2023 and
2022, respectively.
Cost of Goods Sold
Our cost of goods sold was $0 for the six-month periods ended January 31, 2023
and 2022, respectively.
Operating Expenses (including Selling, General and Administrative Expenses)
For the six months ended January 31, 2023, our operating expenses decreased to $
41,225 from $ 56,050 for the six months ended January 31, 2022. The decrease was
primarily due to decreased legal, filing and investor expenses.
Net Other Income (Expense)
Our net other income (expenses) was $0 for the six-month periods ended January
31, 2023 and 2022, respectively.
Income Tax Expense
Income tax expense was $0 and $0 for the six-month period ended January 31, 2023
and 2022, respectively.
14
Net Loss
As a result of the foregoing factors, we had a net loss of $ (41,225) for the
six months ended January 31, 2023, as compared to $(56,050) for the six months
ended January 31, 2022.
LIQUIDITY AND CAPITAL RESOURCES
At January 31, 2023, we had $ 6,704 in cash, compared to $ 3,198 at July 31,
2022. At January 31, 2023, our accumulated deficit was $120,317,107 compared to
$120,275,882 at July 31, 2022. There is substantial doubt as to our ability to
continue as a going concern.
The Company has had no cash flow for the fiscal quarters ended January 31, 2023
and 2022 as well as none for the two years ended July 31, 2022 and 2021. In the
future, the Company's cash flow will depend on the timely and successful market
entry of the Company's expected strategic offerings, although we cannot
guarantee that we will be successful in our strategic offering efforts.
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