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 would issue to GFG and its designees 7,000,000 shares of the Company's common stock. Upon the closing of this transaction, which would effect a change of control of the Company, Peter Ferrari, the principal of the controlling member of GFG, was to 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, was to retain his positions with the Company as Treasurer, Secretary and Chief Financial Officer and director, and he was to exchange his Class A Preferred shares for 2,000,000 shares of the common stock of the Company. On January 26, 2023, GFG terminated the asset purchase agreement in accordance with Section 3(e) of the agreement.



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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.



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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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