UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10

 

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

 

POINT OF CARE NANO-TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   27-2830681
(State or other jurisdiction of incorporation or   (I.R.S. Employer Identification No.)
organization)    

 

109 Ambersweet Way
Davenport, FL
  33897
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (732) 723-7395

 

With a copy to:
Louis A. Bevilacqua, Esq.
Bevilacqua, PLLC
1050 Connecticut Ave, NW, Suite 500
Washington, DC 20036
T: (202) 869-0888
F: (202) 203-8665
lou@bevilacquapllc.com

 

Securities registered under Section 12(b) of the Act:

 

Title of each class   Name of each exchange on which registered
N/A   N/A

 

Securities registered under Section 12(g) of the Act:

 

Common Stock, $0.0001 par value
(Title of class)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
  Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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TABLE OF CONTENTS

 

    Page
     
Item 1 Business 3
Item 1A Risk Factors 6
Item 2 Financial Information 10
Item 3 Properties 14
Item 4 Security Ownership of Certain Beneficial Owners and Management 14
Item 5 Directors and Executive Officers 14
Item 6 Executive Compensation 15
Item 7 Certain Relationships and Related Transactions, and Director Independence 16
Item 8 Legal Proceedings 16
Item 9 Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters 16
Item 10 Recent Sales of Unregistered Securities 17
Item 11 Description of Registrant’s Securities to be Registered 17
Item 12 Indemnification of Directors and Officers 18
Item 13 Financial Statements and Supplementary Data 19
Item 14 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 19
Item 15 Financial Statement and Exhibits 20
Signatures   21

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EXPLANATORY NOTE

 

Point of Care Nano-Technology, Inc. is filing this General Form for Registration of Securities on Form 10 (the “Registration Statement”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on a voluntary basis to resume the registration of our common stock, par value $0.0001 per share (the “Common Stock”), pursuant to Section 12(g) of the Exchange Act and in order to provide current public information to the investment community. Once this Registration Statement is effective, the Company will be subject to the requirements of Section 13(a) of the Exchange Act, including the rules and regulations promulgated thereunder, which will require the Company, among other things, to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and the Company will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act. 

 

FORWARD LOOKING STATEMENTS

 

This Form 10 contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” should,”” expect,” “plan,” “anticipate,” “believe”, “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks described in the section entitled “Risk Factors” included herein, that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Important factors that may cause actual results to differ from projections include, for example:

 

the success or failure of management’s efforts to implement the Company’s plan of operation;

 

the ability of the Company to fund its operating expenses;

 

the ability of the Company to compete with other companies that have a similar plan of operation;

 

the effect of changing economic conditions impacting our plan of operation;

 

the ability of the Company to meet the other risks as may be described in future filings with the SEC.

 

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to this annual report.

 

Unless otherwise noted, all references in this Form 10 to “Point of Care Nano-Technology,” “PCNT,” the “Company,” “we,” “us,” “our” and similar terms and expressions shall mean Point of Care Nano-Technology, Inc., a Nevada corporation formerly known as Unique Growing Solutions, Inc., and its former subsidiaries.

 

PART I

 

Item 1. Business

 

Overview

 

Historical Development

 

The Company was incorporated as “Alternative Energy & Environmental Solutions, Inc.” in the State of Nevada on June 10, 2010, to develop and license an innovative biotechnology for the environmentally friendly and cost-effective extraction of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S. The Company was not successful in developing this business and discontinued its biotechnology related operations.

 

The Company changed its name in 2014 to Unique Growing Solutions, Inc. and again in 2015 to Point of Care Nano-Technology, Inc.

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On February 25, 2015, the Company entered into an exclusive worldwide license License Agreement (the “License Agreement”) with Lamina Equities Corporation (“Lamina”), a private corporation owned by Dr. Raouf Guirguis. The License Agreement related to intellectual property for diagnosing illness in humans via a saliva test.

 

In connection with signing the License Agreement, on February 25, 2015, the Company signed an employment agreement with Dr. Guirguis pursuant to the terms of which the Company appointed Dr. Guirguis as its Chief Executive Officer and agreed to pay Dr. Guirguis an annual salary of $350,000. In addition, the Company issued thirty-seven million, five hundred thousand (37,500,000) shares of its common stock, $0.0001 par value per share, to Dr. Guirguis (the “Stock Issuance”) resulting in a change of control of the Company with Dr. Guirguis becoming the Company’s majority stockholder. Also on February 25, 2015, Dr. Guirguis and Mr. Ayman El-Salhy were appointed as members of the board of directors of the Company.

 

During the past few years, the Company has not had the financial resources to pursue business development relating to the Lamina license.

 

On December 31, 2019, Investment Reserves Series Point of Care Nano-Technology, Inc. LLC (“Petitioner”) filed a motion for custodianship of the Company with the District Court, Clark County, Nevada (the “District Court”). As a custodian, Petitioner applied to become the court appointed custodian over the Company. At the time, the Company was delinquent and in arrears with its financial obligations as a corporation under the laws of the State of Nevada, where it is domiciled, and owed fees to its transfer agent. The duty of a court appointed custodian is to help a company meet its financial obligations and to reconcile past accounts so that the company can return to active business operations. On February 11, 2020, the District Court granted Petitioner custodianship over the Company having given proper notice to officers and directors of the Company. As the court appointed custodian for the Company, Petitioner received no consideration from the court or the Company for its work on behalf of the Company. On March 19, 2020, a certificate of revival for the Company, signed by the Company’s President, Dr. Guirguis, was filed with the Secretary of State of the State of Nevada. On February 16, 2021, Yosef Yafe (“Yafe”) filed a motion with the District Court to intervene and replace Petitioner as the custodian for the Company. Yafe advised the District Court that because of the onset of the COVID-19 pandemic, Petitioner was not able to complete its obligations as the custodian of the Company. The District Court allowed the intervention and on February 17, 2021, in accordance with a stipulation between Petitioner and Yafe whereby Petitioner agreed to Yafe’s request, the District Court approved the substitution of Yafe as custodian of the Company. A copy of each of the stipulation and order of the District Court approving the appointment of Yafe as the custodian instead of the petitioner is attached as an exhibit to this Form 10 registration statement.

 

Separately, and independent of the actions of Yafe as custodian of the Company, on April 15, 2021, the Company accepted the resignations, effective as of that date, of Dr. Guirguis, as Chief Executive Officer, President, Treasurer, Secretary and Chairman of the board of directors, and of Mr. El-Salhy, as director. The Company entered into separate settlement and release of claims agreements with each of Dr. Guirguis and Mr. El Salhy, dated effective as of April 15, 2021. Also on April 15, 2021, upon the effectiveness of Dr. Guirguis’ resignation from all of his positions with the Company, the Company appointed Mr. Nicholas DeVito as Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and sole director. In consideration for the services that Mr. DeVito would be providing to the Company, the Company issued to Mr. DeVito 1,000 shares of its non-convertible Class A preferred stock that grants him 80% voting rights. These shares of non-convertible Class A preferred stock vote together with the outstanding shares of our common stock as a single class and represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of our shareholders or action by written consent of shareholders. This issuance of the 1,000 shares of Series A non-convertible preferred stock to Mr. Devito constituted a change of control of the Company giving Mr. Devito control of 80% of the voting power of the Company.

 

Additionally, the Company and Dr. Guirguis have entered into an assignment and assumption agreement pursuant to the terms of which the Company has agreed to form a subsidiary to which it will transfer all the outstanding debts of the Company and the License Agreement. It will then transfer ownership of this subsidiary to Dr. Guirguis in exchange for the return of 26,000,000 shares of our common stock currently held by Dr. Guirguis. This transaction has not yet been completed.

 

As of the date hereof, Dr. Guirguis controls 26,000,000 shares of our common stock directly and 2,500,000 shares of our common stock indirectly via his wife’s ownership of those shares.

 

On May 9, 2021, Yafe, the court appointed custodian of the Company, and Mr. El Salhy, a former director of the Company, entered into a settlement agreement (the “Settlement Agreement”) pursuant to which Mr. El Salhy agreed to pay (i) Yafe the sum of $11,500 towards Yafe’s costs and expenses in bringing the custodian action and (ii) the Company’s transfer agent $13,565 owed to the transfer agent in order to bring current the Company’s account with the transfer agent. In exchange for these payments, Yafe agreed to file a voluntary dismissal action with the District Court, which he filed on May 14, 2021 and which was accepted by the District Court on that date. A copy of each of the Settlement Agreement and the voluntary dismissal of custodian action filed with the District Court is attached as an exhibit to this Form 10 registration statement. The Company was a party to this Settlement Agreement solely with respect to a mutual release and discharge between the Company and Yafe.

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On May 25, 2021, the Company filed a Form 15 to terminate its registration and duties to report under Section 12 of the Securities Exchange Act.

 

The Company’s plan of operation over the next 12 months is to seek new business assets in the life sciences industry. The Company cannot make any guarantee that it will be successful in achieving this objective.

 

The Company’s principal executive office location and mailing address is 109 Ambersweet Way, Davenport, FL 33897 and its telephone number is 732-723-7395. 

 

Current Business Focus

 

The Company currently has no business activities. Management of the Company has determined to direct its efforts and limited resources to pursue potential new business opportunitiesin the life science sector. The Company does not intend to limit itself to a particular field within the life sciences sector and has not established any particular criteria upon which it shall consider a business opportunity. There can be no assurances that the Company will be successful with its new business objective.

 

The Company’s common stock is currently quoted on the OTC Markets, Inc. Pink tier under the symbol PCNT. There is currently a limited trading market in the Company’s shares nor do we believe that any active trading market has existed for approximately the last five years. There can be no assurance that there will be an active trading market for our securities following the effective date of this registration statement under the Exchange Act. In the event that an active trading market commences, there can be no assurance as to the market price of our shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.

 

Management will have substantial flexibility in identifying and selecting a prospective new business opportunity in the life sciences sector. The Company is dependent on the judgment of its management in connection with this process. In evaluating a prospective business opportunity, we would consider, among other factors, the following:

 

costs associated with pursuing a new business opportunity;

 

growth potential of the new business opportunity;

 

experiences, skills and availability of additional personnel necessary to pursue a potential new business opportunity;

 

necessary capital requirements;

 

the competitive position of the new business opportunity;

 

stage of business development;

 

the market acceptance of the potential products and services;

 

proprietary features and degree of intellectual property; and

 

the regulatory environment that may be applicable to any prospective business opportunity.

 

The foregoing criteria are not intended to be exhaustive and there may be other criteria that management may deem relevant. In connection with an evaluation of a prospective or potential business opportunity, management may be expected to conduct a due diligence review.

 

The time and costs required to pursue new business opportunities, which includes negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to applicable securities laws, cannot be ascertained with any degree of certainty.

 

Management intends to devote such time as it deems necessary to carry out the Company’s affairs. The exact length of time required for the pursuit of any new potential business opportunities is uncertain. No assurance can be made that we will be successful in our efforts. We cannot project the amount of time that our management will actually devote to the Company’s plan of operation.

 

The Company intends to conduct its activities so as to avoid being classified as an “Investment Company” under the Investment Company Act of 1940, and therefore avoid application of the costly and restrictive registration and other provisions of the Investment Company Act of 1940 and the regulations promulgated thereunder. 

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Item 1A. Risk Factors

 

An investment in our common stock involves a high degree of risk. Before making an investment decision, you should give careful consideration to the following risk factors, in addition to the other information included in this annual report, including our financial statements and related notes, before deciding whether to invest in shares of our common stock. The occurrence of any of the adverse developments described in the following risk factors could materially and adversely harm our business, financial condition, results of operations or prospects. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

 

We have a limited operational history.

 

We have a limited history upon which an evaluation of our prospects and future performance can be made. Our proposed operations are subject to all business risks associated with new enterprises. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the expansion of a business operation in an emerging industry, and the continued development of advertising, promotions, and a corresponding customer base. There is a possibility that we could sustain losses in the future, and there are no assurances that we will ever operate profitably.

 

Our auditors have expressed substantial doubt about our ability to continue as a going concern.

 

As of July 31, 2021 and July 31, 2020, we had no cash or cash equivalents and an accumulated deficit of $120,212,367 and $120,204,867, respectively. Our audited financial statements for the years ended July 31, 2021 and 2020 were prepared using the assumption that we will continue our operations as a going concern. Our independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern. Our operations are dependent on our ability to raise sufficient capital or complete a business combination as a result of which we become profitable. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

 

There is not enough cash on hand to fund our administrative expenses and operating expenses for the next twelve months. Therefore, we may be unable to continue operations in the future as a going concern. If we cannot continue as a viable entity, our stockholders may lose some or all of their investment in the Company’s shares of common stock.

 

Our operational strategy is changing to be refocused on the Life Sciences space.

 

We expect our business growth to be generated through future acquisitions of life sciences assets. No assurances can be made if any additional acquisitions will be consummated.  

 

If we do not generate sufficient cash flow from operations in the future, we may not be able to fund our product development efforts and acquisitions or fulfill our future obligations.

 

Our ability to generate sufficient cash flow from operations to fund our operations and business development efforts, including the potential payment of cash consideration in acquisitions and the payment of our other obligations, depends on a range of economic, competitive and business factors, many of which are outside of our control. We cannot assure you that our business will ever generate sufficient cash flow from operations, or that we will be able to raise equity or debt financings when needed or desirable. An inability to fund our operations would have a material adverse effect on our business, financial condition and results of operations. For further information, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources.”

 

Acquisitions present many risks, and we may not realize the financial and strategic goals we anticipate at the time of an acquisition.

 

Our growth is dependent upon our ability to acquire new assets and to introduce new products and services on a timely basis. Acquisitions, including those of high-technology companies, are inherently risky. We cannot provide any assurance that any future acquisitions, if completed, will be successful in helping us reach our financial and strategic goals. The risks we commonly encounter in undertaking, managing and integrating acquisitions are:

 

an uncertain revenue and earnings stream from the acquired company;

 

difficulties and delays integrating the personnel, operations, technologies, products and systems of the acquired companies;

 

the need to implement controls, procedures and policies appropriate for a public company at companies that prior to acquisition had lacked such controls, procedures and policies;

 

difficulties managing or integrating an acquired company’s technologies or lines of business;

 

potential difficulties in completing projects associated with purchased in-process research and development;

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entry into markets in which we have no or limited direct prior experience and where competitors have stronger market positions and which are highly competitive;

 

the potential loss of key employees of the acquired company;

 

potential difficulties integrating acquired products and services into our operational framework;

 

assuming pre-existing contractual relationships of an acquired company that we would not have otherwise entered into, the termination or modification of which may be costly or disruptive to our business;

 

being subject to unfavorable revenue recognition or other accounting treatment as a result of an acquired company’s practices; and

 

intellectual property claims or disputes.

 

Our failure to manage growth effectively and successfully integrate acquired assets or companies due to these or other factors could have a material adverse effect on our future business, results of operations and financial condition. In addition, we may not have the opportunity to make suitable acquisitions on favorable terms, which could negatively impact the growth of our business. We expect that other companies in our industry will compete with us to acquire compatible assets or businesses. This competition could increase prices for businesses and technologies that we would likely pursue, and our competitors may have greater resources than we do to complete these acquisitions.

 

We will require substantial funding which may not be available to us on acceptable terms, or at all. If we fail to raise the necessary capital, we may be unable to successfully implement our business plans.

 

We intend to acquire assets in the life sciences sector. We will require capital for any such acquisitions and for operating expenses and capital expenditures.

 

We cannot be certain that funding will be available on acceptable terms, or at all. If we are unable to raise capital in sufficient amounts or on terms acceptable to us we may have to significantly delay, scale back or discontinue the development or our business, The inability to raise the required funds would significantly harm our business, financial condition and prospects.

 

The life-sciences industry is highly competitive and subject to rapid technological changes. As a result, we may be unable to compete successfully, which would harm our business.

 

The life-sciences industry is highly competitive and characterized by rapid technological change. We expect to face intense competition from other companies which have resources substantially greater than ours. This competitive disadvantage may make it extremely difficult for us to acquire commercially viable life science assets.

 

Covid-19 Coronavirus Risk.

 

We are now operating under a constant threat from COVID-19, the novel coronavirus which has infected millions of people globally and is responsible for the deaths of nearly one million five hundred thousand people as of this filing on Form 10. We will face uncertainty operating under the conditions of COVID-19. Given the severity of COVID-19, we will have limited to no control over our affairs if our management team becomes infected or if we are under lockdown or quarantine orders where we may have limited opportunity to review asset acquisition targets. To the extent that we can work from home such accommodations may not be in the best interest of the Company and thus may impair the value of our management’s services. There are also risks additional beyond our control, for example; if we identify an asset target for acquisition and if key owners or managers of that target are infected by COVID-19, it could significantly impair our strategy and would force us to reconsider our options if it could not be remedied with an alternate plan. If we encounter a prolonged lockdown or quarantine, we would likely encounter opportunity risks such as being unable to execute our plans, evaluate target businesses, and loss of potential business connections.

 

General Economic Risks

 

The Company’s current and future business objectives and plan of operation are likely dependent, in large part, on the state of the general economy. Adverse changes in economic conditions may adversely affect the Company’s business objective and plan of operation. These conditions and other factors beyond the Company’s control include also, but are not limited to regulatory changes. 

 

Risks Related to Our common stock

 

The Company’s shares of common stock are traded from time to time on the OTC Markets, Inc. Pink Tier.

 

Our common stock rarely trades on the OTC Pink Sheet Market. There can be no assurance that there will be a liquid trading market for the Company’s common stock following a business combination. In the event that a liquid trading market commences, there can be no assurance as to the market price of the Company’s shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.

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The application of the “penny stock” rules could adversely affect the market price of our common stock and increase your transaction costs to sell those shares.

 

The Securities and Exchange Commission adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. If the trading price of our common stock falls below $5.00 per share, the open-market trading of our common stock is subject to the penny stock rules, which imposes additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”.  The term accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules.  Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.  We believe the penny stock rules discourage investor interest in and limit the marketability of our common stock.

 

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock.

 

In addition to the “penny stock” rules described above, FINRA adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.  Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

 

Stockholders should have no expectation of any dividends.

 

The holders of our common stock are entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally available therefore.  To date, we have not declared or paid any cash dividends.  The Board of Directors does not intend to declare any dividends in the foreseeable future, but instead intends to retain all earnings, if any, for use in our business operations.

 

Our President and CEO has a no common stock equity interest and a 100% preferred stock equity interest in the Company and thus is in a position to control all actions requiring stockholder vote.

 

Management has no present intention to call for an annual meeting of stockholders to elect new directors prior to the consummation of an asset acquisition. As a result, our current sole officer and director will continue in office for the indefinite future. If there is an annual meeting of stockholders for any reason, the Company’s management has broad discretion regarding proposals submitted to a vote by shareholders as a consequence of management’s controlling equity interest. Accordingly, the Company’s management will continue to exert control indefinitely.

 

Management has broad discretion in decision making.

 

Any person who invests in the Company’s common stock will do so without an opportunity to evaluate the specific merits or risks of any prospective asset acquisition or business combination. As a result, investors will be entirely dependent on the broad discretion and judgment of management in connection with the selection of a prospective business opportunity. There can be no assurance that determinations made by the Company’s management will permit us to achieve the Company’s business objectives.

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Certain provisions in our certificate of incorporation and by-laws, and of Nevada law, may prevent or delay an acquisition of our company, which could decrease the trading price of our common stock.

 

Our certificate of incorporation, by-laws and Nevada law contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the raider and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include, among others:

 

the inability of our stockholders to call a special meeting;

 

rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;

 

the right of our board to issue preferred stock without stockholder approval;

 

the ability of our directors, and not stockholders, to fill vacancies on our board of directors.

 

Future sales and issuances of our common stock or could result in additional dilution of the percentage ownership of our stockholders and could cause our share price to fall.

 

We expect that significant additional capital will be needed in the future to continue our planned operations. To the extent we raise capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders.

 

We are an “emerging growth company” and as a result of our reduced disclosure requirements applicable to emerging growth companies, our common stock may be less attractive to investors.

 

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could remain an “emerging growth company” until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering in February 2014, (b) in which we have total annual gross revenue of at least $1.0 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeded $700.0 million as of the prior December 31st, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. We cannot predict whether investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards, and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

 

We may be at risk of securities class action litigation.

 

We may be at risk of securities class action litigation. In the past, life sciences, biotechnology and pharmaceutical companies have experienced significant stock price volatility, particularly when associated with binary events such as clinical trials and product approvals. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business and results in a decline in the market price of our common stock.

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Item 2. Financial Information

 

Our financial statements, together with the report of independent registered public accounting firm, appear at Item 15 of this Form 10 for the year ended July 31, 2021.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with our audited financial statements and the notes to those financial statements that are included elsewhere in this Form 10. 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, including those set forth under the “Risk Factors”, “Cautionary Notice Regarding Forward-Looking Statements” and “Description of Business” sections and elsewhere in this annual report.  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. Although we believe the expectations expressed in these forward-looking statements are based on reasonable assumptions within the bound of our knowledge of our business, our actual results could differ materially from those discussed in these statements. Factors that could contribute to such differences include, but are not limited to, those discussed in the Risk Factors” section of this annual report. We undertake no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or other events occur in the future. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this annual report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations, and prospects.

 

Overview

 

The Company was incorporated as “Alternative Energy & Environmental Solutions, Inc.” in the State of Nevada on June 10, 2010, to develop and license an innovative biotechnology for the environmentally friendly and cost-effective extraction of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S. The Company was not successful in developing this business and discontinued its biotechnology related operations. The Company changed its name in 2014 to Unique Growing Solutions, Inc. and again in 2015 to Point of Care Nano-Technology, Inc.

 

On February 25, 2015, the Company entered into the License Agreement with Lamina relating to intellectual property for diagnosing illness in humans via a saliva test. During the past few years, the Company has not had the financial resources to pursue business development relating to the Lamina license.

 

The Company’s plan of operation over the next 12 months is to split off the Lamina intellectual property and related liabilities generating in pursuing development of this technology and to seek new business assets in the life sciences industry. The Company cannot make any guarantee that it will be successful in achieving this objective.

 

Change in Financial Condition

 

Results of Operations

 

Fiscal Year ended July 31, 2021 compared to the Fiscal Year ended June 30, 2020

 

Revenues

 

For the years ended July 31, 2021 and July 31, 2020. the Company did not generate any revenue from product licenses, maintenance, services and other revenue.

 

Cost of Goods Sold

 

For the years ended July 31, 2021 and July 31, 2020. the Company did not incur any cost of goods sold expenses from product licenses, maintenance, services and other expenses.

10

 

Operating Expenses

 

For the years ended July 31, 2021 and July 31, 2020. the Company did not incur any operating expenses from product licenses, maintenance, services and other expenses. The Company incurred administrative expenses of $7,500 for the year ended July 31, 2021 and $12,167 for the year ended July 31, 2020.

 

Net Other Income (Expense)

 

For the years ended July 31, 2021 and July 31, 2020. the Company did not receive any income or incur any expense from other sources.

 

Liquidity & Capital Resources

 

At July 31, 2021, we had $0 in cash, compared to $0 at July 31, 2020. At July 31, 2021, our accumulated stockholders’ deficit was $120,810,608 compared to $120,810,608 at July 31, 2020 There is substantial doubt as to our ability to continue as a going concern.

 

The Company has had no cash flow for the two years ended July 31, 2021 and 2020. In the future, the Company’s cash flow will depend on the timely and successful market entry of the Company’s expected strategic offerings.

 

Especially for strategic offerings for paradigm shifting technologies, the management’s budget plan is based on a series of assumptions regarding regulatory approval, market acceptance, readiness and pricing. While management’s assumptions are based on market research, assumptions bear the risk of being incorrect and may result in a delay in projects, delays in regulatory approvals and consequently a delay or a reduction in the related strategic offerings. In case these delays have an impact on the Company’s liquidity and therefore its ability to support its operations with the necessary cash flow, the Company depends on its ability to generate cash flow from other resources, such as debt financing from related or independent resources or as equity financing from existing stockholders or through the stock market.

 

There were no equity transactions in 2020 and 2021.

 

Plan of Operations

 

During the remainder of our fiscal year ending July 31, 2022, the Company will seek to acquire strategic assets in the life sciences space. The Company will need to seek external sources for financing future projects. These sources may also provide the necessary funds to support the working capital needs of the Company. There can be no assurances, however, that the Company will be able to obtain additional funds or that such funds will be sufficient to permit the Company to implement its intended business strategy. In the event the Company is not able to raise additional funds, management will have to postpone the acquisition or any new assets until the financing will be sufficient. Additionally, management believes the Company will need to raise money to support its standard operations for the remainder of the current fiscal year ending July 31, 2022.

 

Our cash balance as reported in our financial statements is not sufficient to fund our growth plan for any period of time. In order to fully implement our plan of operations for the next 12-month period, we will need to raise a significant amount of capital through future offerings. After the next 12-month period, we most likely will need to raise additional financing as well. The discussion below is based on the assumption that we will be able to raise significant capital in the remainder of our fiscal year ending July 31, 2022. We do not currently have any arrangements for any such financing and there can be no assurances that we will be able to raise the required capital on acceptable terms, if at all.

 

We have generated no revenues to date and, although we expect to raise significant capital in the future, there can be no assurances that we will be successful in these endeavors. We believe that the actions presently being taken to further implement our business plan and generate revenues will provide the opportunity for us to develop into a successful business operation.

 

We can provide no assurances, however, that we will be able to successfully acquire additional assets or raise sufficient funds in the next six months or longer to begin to execute these plans, to reach or to develop, offer and generate revenues from any of our designated business activities and development actions. Also, we cannot assure you that we will be able to raise additional capital or debt as and when needed on acceptable terms if at all.

11

 

Additional Cash Requirements

 

We expect to incur additional administrative expenses during the next 12 months. We estimate that we will need the following amounts during the next 12 months to cover the indicated administrative expenses: 

 

Category

Estimated

Amount

Legal    50,000
Accounting   50,000
OTC Listing Fees     10,000
Travel     5,000
Miscellaneous     5,000
TOTAL $120,000

 

This capital will be used to build out our corporate infrastructure, to provide for the payment of advisory and accounting services, legal, and anticipated up-listing fees for the OTC Markets, Inc. QB tier. However, there can be no assurance that we will qualify for uplisting to the OTC QB tier or that our application to the OTC QB will be approved. The table above does not include a line item for funds required to acquire life science assets. Any such funds will be in amounts in addition to those listed in the table.

 

Required funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to generate operations at a level sufficient for an investor to obtain a return on their investment in our common stock, or that we will be able to raise sufficient capital required to implement our business plan on acceptable terms, if at all. Even if we are successful in raising sufficient capital to implement our business plan, we may continue to be unprofitable.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, the more significant of which are as follows:

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.   

 

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application.

 

The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

 Comprehensive Income (Loss)

 

The Company adopted FASB Codification topic (“ASC”) 220, Reporting Comprehensive Income, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder’s equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Company has not had any comprehensive income / loss.

 

 Net Income (Loss) per Common Share

 

FASB Codification topic (“ASC”) 260, Earnings per share, requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. Accordingly, although the diluted weighted average number of common stock outstanding is disclosed on the statements of operation, the calculated net loss per share is the same for bother basic and diluted as both are based on the basic weighted average of common stock outstanding. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.

12

 

Financial Instruments

 

Financial instruments consist of accounts payable and accrued liabilities.  As of the financial statement date, the Company does not hold any derivate financial instruments. Financial assets and liabilities are measured upon first recognition and reviewed at the financial statement date.  Changes in fair value are recognized through profit and loss.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

 

Fair Value Measurements

 

The Company follows FASB Codification topic (ASC”) 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

 

The Company has adopted (ASC”) 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.

 

An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities, and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities.

 

Segment Reporting

 

FASB ASC 820, “Segments Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company currently operates in one principal business segment.

 

Related Parties

 

The Company adopted FASB ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

 

Recent Accounting Pronouncements

 

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

None.

13

 

Item 3. Properties.

 

The Company does not own or rent any properties. Our principal address is located at 109 Ambersweet Way, Davenport, FL 33897 and our telephone number is (732) 723-7395.

 

Item 4. Security Ownership of Certain Beneficial Owners and Management.

 

The following table sets forth certain information regarding our common stock beneficially owned as of October 15, 2021, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding Common Stock, (ii) each executive officer and director, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a beneficial owner of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days.  Shares of common stock subject to options, warrants or convertible securities exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person. Percentages are determined based on 46,981,059 shares of common stock of the Company issued and outstanding as of October 15, 2021. To the best of our knowledge, subject to community and marital property laws, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted. 

 

Name and Address of Beneficial Owner (1) Common Stock Series A Non-Convertible Preferred Stock
Amount and Nature
of Beneficial
Ownership
Percent of Class
Beneficially Owned
(2)
Amount and Nature
of Beneficial
Ownership
Percent of Class
Beneficially Owned
(3)
Officers and Directors        

Nicholas DeVito

-Chief Executive Officer, Chief Financial Officer, President, Treasurer and Secretary

0 0% 1,000 100%
All Officers and Directors as a group (1 persons) 0 0% 1,000 100%
         
5% Stockholders        

Dr. Raouf Guirguis (4)

10202 Sherman Heights Place

Columbia, MD 21044-5416

28,500,000 60.7% - -

 

(1) Unless otherwise indicated, the address of the named beneficial owner is c/o Point of Care Nano-Technology, Inc. 109 Ambersweet Way, Davenport, FL 33897.

 

(2) Based on 46,981,059 shares of Common Stock outstanding as of October 15, 2021.

 

(3) On April 15, 2021, the Company agreed to issue Nicholas DeVito 1,000 shares of Series A Preferred Stock. These shares were issued to Mr. DeVito on August 2, 2021.

 

(4) Dr. Guirguis controls 26,000,000 shares of Common Stock directly and 2,500,000 shares of Common Stock indirectly via his wife’s ownership of those shares.

 

Item 5. Directors and Executive Officers

 

The table below sets forth the names, title and ages of our current directors and executive officers. Directors hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. Executive officers serve at the pleasure of the Board and may be removed with or without cause at any time, subject to contractual obligations between the executive officer and the Company, if any.

 

Name Age Position and Offices Held Director Since  
Nicholas DeVito 58 Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and Director April 15, 2021

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Business Experience:

 

Nicholas P. DeVito. Mr. DeVito has 35 years of experience in finance, engineering and operations in a variety of industries including oil & gas, telecommunications, alternative energy, manufacturing and consumer products. Most recently he served as Sr. Director of Accounts at Synchronoss Technologies, Chief Operating Officer for Xtreme Oil & Gas (OTCBB:XTOG) successfully reorganizing the company and completing the filings to begin public trading. Mr. DeVito has served as VP of Business Development and as CEO of several subsidiaries in Tellium (NASDAQ:ZHNE), a highly successful telecommunications equipment manufacturer that sold optical switching products and completed an IPO. He consulted to several public and private companies acting to improve operations and grow sales. Finally, he spent 14 years at AT&T and Bell Laboratories. He has a BSEE and MSEE from Columbia University and an MBA in Management from New York University.

 

Key Attributes, Experience and Skills: Mr. DeVito brings his financial, operational and acquisition experience to the Board along with his leadership and investor relations skills. He has the ability to establish the vision and managing the execution of business plans, growth goals, creating value for stockholders, and achieving a successful exit.

 

Family Relationships

 

There are no family relationships between or among any of our current directors, executive officers or persons nominated or charged by the Company to become directors or executive officers. There are no family relationships among our executive officers and directors and the executive officers and directors of our direct and indirect subsidiaries.

 

Involvement in Certain Legal Proceedings

 

None of the directors or executive officers has, during the past ten years:

 

(a) Had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 

(b) Been convicted in a criminal proceeding or subject to a pending criminal proceeding;

 

(c) Been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities; or

 

(d) Been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

Item 6. Executive Compensation

 

The following table sets forth all plan and non-plan compensation for the last two completed fiscal years paid to all individuals who served as the Company’s principal executive officer or acting in similar capacity during the last completed fiscal year, regardless of compensation level, and other individuals as required by Item 402(m)(2) of Regulation S-K. We refer to all of these individuals collectively as our “named executive officers.”

 

SUMMARY COMPENSATION TABLE

 

  Year Ended Salary and Fees Bonus Total
Name and Principal Position July 31, ($) ($) ($)
Dr. Raouf Guirguis        
--Former Chairman and CEO 2021 - - -
  2020 - - -

Nicholas P. DeVito

--Chairman and CEO (1)

2021 - - -

 

 
(1) Appointed as of April 15, 2021.

 

Outstanding Equity Awards at Fiscal Year-End

 

As of October 15, 2021, no stock, stock options, or other equity securities were awarded to our named executive officers.

15

 

Employment Agreements, Termination of Employment and Change-in-Control Arrangements with our Executive Officers

 

Our sole executive officer, Nicholas DeVito, does not have a compensation agreement with us as of October 15, 2021.

 

Long-Term Incentive Plans

 

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

 

Compensation of Directors 

 

None of our directors was compensated for services in 2020 or 2021.

 

Term of Office

 

Our directors are elected to hold office for a one-year term until the next annual stockholders’ meeting or until his successor is elected and qualified.

 

Item 7. Certain Relationships and Related Transactions, and Director Independence

 

Certain Relationships and Related Transactions

 

None, during the fiscal years ended July 31, 2020, and 2021.

 

Independent Directors

 

None

 

Item 8. Legal Proceedings.

 

We know of no material, active or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

 

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

 

Market Information

 

Our Common Stock is quoted on the OTC Markets’ Pink Sheets under the symbol “PCNT”. Any over-the-counter market quotations on the OTC’s Pink tier reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

 

Transfer Agent

 

Our transfer agent is Vstock Transfer, LLC, located at 18 Lafayette Pl, Woodmere, NY 11598, telephone: (212) 828-8436.

 

Holders

 

As of October 15, 2021, we had 37 record holders of our common stock (not including beneficial owners who hold shares at broker/dealers in “street name”).

 

Dividend Policy

 

While there are no restrictions that limit our ability to pay dividends, we have not paid, and do not currently intend to pay cash dividends on our common stock in the foreseeable future. Our policy is to retain all earnings, if any, to provide funds for the operation and expansion of our business. The declaration of dividends, if any, will be subject to the discretion of our Board of Directors, which may consider such factors as our results of operations, financial condition, capital needs and acquisition strategy, among others.

 

Issuer Purchases of Equity Securities

 

None

16

 

Item 10. Recent Sales of Unregistered Securities

 

On August 2, 2021, we issued 1,000 restricted shares of our Series A non-convertible preferred stock to Nicholas P. DeVito in exchange for services being rendered to the Company by Mr. DeVito.

 

Item 11. Description of Registrant’s Securities to be Registered

 

The following statements relating to the capital stock set forth the material terms of the Company’s securities; however, reference is made to the more detailed provisions of our Articles of Incorporation, as amended to date, and by-laws, copies of which are filed herewith or incorporated herein by reference.

 

Description of our Common Stock

 

We are authorized to issue 100,000,000 shares, par value $0.0001 per share, of common stock, of which 46,981,059 shares were issued and outstanding as of October 15, 2021. Holders of our common stock are entitled to one vote per share on each matter submitted to a vote at any meeting of stockholders. Shares of our common stock do not carry cumulative voting rights. Our Board of Directors has authority, without action by the stockholders, to issue all or any portion of the authorized but unissued shares of common stock, which would reduce the percentage ownership of the stockholders and which may dilute the book value of the common stock. Stockholders have no pre-emptive rights to acquire additional shares of common stock. The common stock is not subject to redemption and carries no subscription or conversion rights. In the event of liquidation, the shares of common stock are entitled to share equally in corporate assets after satisfaction of all liabilities. The shares of common stock, when issued, will be fully paid and non-assessable.

 

Holders of common stock are entitled to receive dividends as the board of directors may from time to time declare out of funds legally available for the payment of dividends. We have not paid dividends on common stock and do not anticipate that we will pay dividends in the foreseeable future.

 

All shares of common stock now outstanding are duly authorized, fully paid and non-assessable.  

 

Description of our Preferred Stock

 

Our Certificate of Incorporation authorize the issuance of 10,000,000 shares of preferred stock, par value $0.0001, and vest in the Company’s board of directors the authority to establish series of unissued preferred shares by the designations, preferences, limitations and relative rights, including voting rights, of the preferred shares of any series so established to the same extent that such designations, preferences, limitations, and relative rights could have been fully stated in the Articles of Incorporation, and in order to establish a series, the board of directors shall adopt a resolution setting forth the designation of the series and fixing and determining the designations, preferences, limitations and relative rights, including voting rights, thereof or so much thereof as shall not be fixed and determined by the Articles of Incorporation as amended.

 

The board of directors may authorize the issuance of preferred shares without further action by our shareholders and any preferred shares would have priority over the common stock with respect to dividend or liquidation rights. Any issuance of preferred shares may have the effect of delaying, deferring or preventing a change in control of the Company and may contain voting and other rights superior to common stock. As a result, the issuance of preferred shares may adversely affect the relative rights of the holders of common stock.

 

On July 9, 2021, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada creating a class of Series A non-convertible preferred stock consisting of 1,000 shares.

 

The following is a description of the material rights of our Series A non-convertible preferred stock:

 

Voting

 

The outstanding shares of Series A non-convertible preferred stock vote together with the outstanding shares of our common stock as a single class and represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of our shareholders or action by written consent of shareholders. Each outstanding share of the Series A non-convertible preferred stock represents a proportionate share of the 80% voting rights held by all of the outstanding shares of Series A non-convertible preferred stock.

 

Dividends

 

The Series A non-convertible preferred stock is not entitled to receive any dividends in any amount during which such shares are outstanding.

17

 

No Convertibility; No Redemption

 

The Series A non-convertible preferred stock is not entitled to be converted into shares of our common stock or to be redeemed.

 

Liquidation Preference

 

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of our Series A non-convertible preferred stock then outstanding will be entitled to be paid, out of the assets of the Company available for distribution to its stockholders, an amount equal to the stated value per share, or $0.0001.

 

Protective Provisions.

 

So long as any shares of Series A non-convertible preferred stock are outstanding, the Company will not, without first obtaining the approval (by vote or written consent, as provided by the Nevada Business Corporation Act) of the Holders of at least a majority of the then outstanding shares of Series A non-convertible preferred stock:

 

(a) alter or change the rights, preferences or privileges of the Series A non-convertible preferred stock;

 

(b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series A non-convertible preferred stock;

 

(c) create any new class or series of capital stock having a preference over the Series A non-convertible preferred stock as to distribution of assets upon liquidation, dissolution or winding up of the Company (“Senior Securities”);

 

(d) create any new class or series of capital stock ranking pari passu with the Series A non-convertible preferred stock as to distribution of assets upon liquidation, dissolution or winding up of the Company;

 

(e) increase the authorized number of shares of Series A non-convertible preferred stock;

 

(f) issue any additional shares of Series A non-convertible preferred stock non-convertible preferred stock;

 

(g) issue any additional shares of Senior Securities; or

 

(h) redeem, or declare or pay any cash dividend or distribution on, any junior securities.

 

Item 12. Indemnification of Directors and Officers

 

Section 78.138 of the NRS provides that a director or officer will not be individually liable unless it is proven that (i) the directors or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of the law.

 

Section 78.7502 of NRS permits a company to indemnify its directors and officers against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action, suit or proceeding if the officer or director (i) is not liable pursuant to NRS 78.138 or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful.

 

Section 78.751 of NRS permits a Nevada company to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of final disposition thereof, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of NRS further permits the company to grant its directors and officers additional rights of indemnification under its articles of incorporation or bylaws or otherwise.

 

Section 78.752 of NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the company, or is or was serving at the request of the company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.

18

 

Our Articles of Incorporation provide that no director or officer of the Company will be personally liable to the Company or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of NRS. In addition, our bylaws permit for the indemnification and insurance provisions in Chapter 78 of the NRS.

 

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling the company pursuant to provisions of our articles of incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification by such director, officer or controlling person of us in the successful defense of any action, suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding, which may result in a claim for such indemnification.

 

Item 13. Financial Statements and Supplementary Data

 

The Financial Statements of Point of Care Nano-Technology, Inc. for the years ended July 31, 2020 and 2021 appear at the end of this registration statement.

 

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

19

 

Item 15. Financial Statements and Exhibits

 

Exhibit       Incorporated by Reference   Filed or
Furnished
Number   Exhibit Description   Form   Exhibit   Filing Date   Herewith
3.1   Articles of Incorporation,   S-1   3.1   10/25/2010    
3.2   Amendment to Articles of Incorporation, dated August 28, 2014.   8-K   3.1   10/30/2014    
3.3   Amendment to Articles of Incorporation, dated March 31, 2015.   8-K   3.1   04/08/2015    
3.4   Certificate of Amendment by Custodian dated July 1, 2020               X
3.5   Certificate of Designation of the Series A Non-Convertible Preferred Stock               X
3.6   Bylaws.   S-1   3.2   10/25/2010    
10.1   License Agreement with Lamina Equities Corporation, dated February 25, 2015.   8-K   10.1   02/27/2015    
10.2   Stipulation and Order Approving Yosef Yafe to be Substituted as Custodian, dated February 17, 2020               X
10.3   Separation and Release of Claims Agreement by and between Point of Care Nano-Technology, Inc. and Dr. Raouf Guirguis dated April 15, 2021               X
10.4   Separation and Release of Claims Agreement by and between Point of Care Nano-Technology, Inc. and Ayman El-Salhy dated April 15, 2021               X
10.5   Assignment and Assumption Agreement by and between Point of Care Nano-Technology, Inc. and Dr. Raouf Guirguis dated April 15, 2021                X
10.6   Settlement Agreement dated May 9, 2021 by and among Yosef Yafe, Ayman El Salhya and Point of Care Nano-Technology, Inc.               X
10.7   Voluntary Dismissal of the Application for Appointment of Custodian, dated May 14, 2021                X
23.1   Consent of Independent Auditor               X

20

 

SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Point of Care Nano-Technology, Inc.  
     
  By: /s/ Nicholas DeVito  
  Nicholas DeVito  
  Chief Executive Officer  
 

(Principal Executive Officer)

(Principal Financial and Accounting Officer)

 
     
  Date: October 15, 2021  

21

 

Financial Pages Contents

 

AUDITED FINANCIAL STATEMENTS JULY 30, 2021 AND 2020  
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1
BALANCE SHEETS F-2
STATEMENTS OF OPERATIONS F-3
STATEMENTS OF STOCKHOLDERS’ EQUITY F-4
STATEMENTS OF CASH FLOWS F-5
NOTES TO FINANCIAL STATEMENTS F-6

 

 

K. R. MARGETSON LTD. Chartered Professional Accountant
331 East 5th Street Tel: 604.220.7704
North Vancouver BC V7L 1M1 Fax: 1.855.603.3228
Canada  

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

Point of Care Nano-Technology, Inc.:

 

Opinion on the financial statements

 

I have audited the accompanying balance sheets of Point of Care Nano-Technology, Inc. as of July 31, 2021 and 2020 and the related statements of operations, stockholders’ deficit and cash flows for each of the two years then ended and the related notes (collectively referred to as the “financial statements’). In my opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at July 31, 2021 and 2020 and the results of its operations and its cash flows for each of the two years in the period ended July 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

 

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared using accounting principles generally accepted in the United States of America assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has incurred operating losses since inception, which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for opinion

 

These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audits. My company is a public accounting firm registered with the Public Company Accounting Oversight Board (“PCAOB”) and is required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.  

 

I conducted my audits in accordance with the standards of the PCAOB. Those standards require that I plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. As part of my audits I am required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion.

 

My audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. My audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

 

Critical Audit Matters

 

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: ( 1) relate to accounts or disclosures that are material to the financial statements and (2) involve our especially challenging, subjective, or complex judgements. I determined that there are no critical audit matters.

 

/s/ K. R. Margetson Ltd

 

Chartered Professional Accountant

 

I have served as the Company’s auditor since 2020

 

Vancouver, Canada

October 14, 2021

F-1

 

POINT OF CARE NANO-TECHNOLOGY, INC.
BALANCE SHEETS
For the Years ended July 31, 2021 and 2020

 

    July 31,     July 31,  
    2021     2020  
ASSETS                
                 
Total Assets   $ -     $ -  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
Current Liabilities:                
Accounts payable and accrued charges     20,240       12,740  
Total Liabilities     20,240       12,740  
                 
Stockholders’ Deficit                
Preferred stock, par value $0.0001, 10,000,000 shares authorized; no shares issued and outstanding     -       -  
Common stock, par value $0.0001, 100,000,000 shares authorized 46,981,059 shares issued and outstanding     4,698       4,698  
Additional paid-in capital     120,187,429       120,187,429  
Accumulated deficit     (120,212,367 )     (120,204,867 )
Total Stockholders’ Deficit     (20,240 )     (12,740 )
Total Liabilities and Stockholders’ Deficit   $ -     $ -  

 

The accompanying notes are an integral part of these audited financial statements.

F-2

 

POINT OF CARE NANO-TECHNOLOGY, INC.
STATEMENTS OF OPERATIONS
For the Years ended July 31, 2021 and 2020

 

    For the Year Ended     For the Year Ended  
    July 31,     July 31,  
    2021     2020  
Expenses                
General and administration   $ 7,500     $ 12,740  
                 
Net Loss and comprehensive loss   $ (7,500 )   $ (12,740 )
                 
Basic and Fully Diluted Loss per Share   $ 0.00     $ 0.00  
                 
Weighted average shares outstanding     46,981,059       46,981,059  

 

The accompanying notes are an integral part of these audited financial statements.

F-3

 

POINT OF CARE NANO-TECHNOLOGY, INC
STATEMENT OF STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED JULY 31, 2021 AND 2020

 

    Common Stock     Additional           Total  
    $0.0001 Par Value     Paid-in     Accumulated     Stockholders’  
    Shares     Amount     Capital     Deficit     Deficit  
                               
Balance, July 31, 2020     46,981,059     $ 4,698     $ 120,187,429     $ (120,204,867 )   $ (12,740 )
Net income (loss)     -       -       -       (7,500 )     (7,500 )
Balance, July 31, 2020     46,981,059     $ 4,698     $ 120,187,429     $ (120,212,367 )   $ (20,240 )
                                         
Balance, July 31, 2019     46,981,059     $ 4,698     $ 120,187,429     $ (120,192,700 )   $ (573 )
 Net loss     -       -       -       (12,167 )     (12,167 )
Balance, July 31, 2020     46,981,059     $ 4,698     $ 120,187,429     $ (120,204,867 )   $ (12,740 )

 

The accompanying notes are an integral part of these audited financial statements.

F-4

 

POINT OF CARE NANO-TECHNOLOGY, INC.
STATEMENTS OF CASH FLOWS
For the Years ended July 31, 2021 and 2020

 

    For the Year
Ended
    For the Year
Ended
 
    July 31,     July 31,  
    2021     2020  
Cash Flows from Operating Activities                
                 
Net loss   $ 7,500     $ 12,167  
Changes in operating assets and liabilities Increase in accounts payable and accrued charges     (7,500 )     (12,167 )
Net cash used by operating activities     -       -  
                 
Cash Flows from Investing Activities     -       -  
                 
Cash Flows from Financing Activities     -       -  
                 
Increase (decrease) in cash     -       -  
Cash at beginning of year     -       -  
Cash at end of year   $ -     $ -  
                 
Supplemental Disclosures of Cash Flow Information:                
Cash paid during the year for:                
Interest   $ -     $ -  
Income tax   $ -     $ -  

 

The accompanying notes are an integral part of these audited financial statements.

F-5

 

POINT OF CARE NANO-TECHNOLOGY, INC.
NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 2021 AND 2020

 

Note 1 COMPANY AND BACKGROUND

 

Point of Care Nano-Technology, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on June 10, 2010, under the name of “Alternative Energy and Environmental Solutions, Inc.” On August 28, 2014, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Unique Growing Solutions, Inc.” On March 31, 2015, the Company filed an amendment to its Articles of Incorporation changing the name of the Company to “Point of Care Nano-Technology, Inc.”

 

Since February 26, 2015, the Company’s business model has related to using its license, under a certain license agreement (the “License Agreement”) from Lamina Equities Corporation, to first develop and then manufacture saliva-based medical diagnosis products.

 

The Company had been engaged in the various business since its incorporation. The Company was not successful and discontinued the majority of its operations by July 31, 2016. Beginning from August 2016, the Company’s plan, which it has since discontinued, was to provide business services and financing to emerging growth entities. The Company’s plan of operation over the next 12 months is to seek new business assets in the life sciences industry. The Company cannot make any guarantee that it will be successful in achieving this goal.

 

On April 15, 2021, the Company accepted the resignations of Dr. Guirguis and Mr. El-Salhy, received a mutual release from both, and appointed Mr. Nicholas DeVito to be Director, Chief Executive Officer and Chief Financial Officer. In addition, for his services to the Company, Mr. DeVito was awarded 1,000 shares of Class A Preferred Stock that grants him 80% voting rights.

 

Also on April 15, 2021 the Company agreed to form a subsidiary and transfer all debts and the License Agreement back to Dr. Guirguis in exchange for 26,000,000 shares of Common Stock. This transaction was not closed by July 31, 2021.

 

The Company’s principal executive office location and mailing address is 109 Ambersweet Way, Davenport, FL 33897 and its telephone number is 732-723-7395.

 

These financial statements have been prepared in accordance with generally accepted principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classifications of assets and liabilities should the Company be unable to continue as a going concern. At July 31, 2021, the Company had not yet achieved profitable operations and had accumulated losses of $120,410,389 since its inception, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

 

Note 2 CONTROL BY PRINCIPAL OWNERS

 

The directors and executive officers own, directly or indirectly, beneficially and in the aggregate, the majority of the voting power of the outstanding capital stock of the Company. Accordingly, directors, executive officers and their affiliates, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including approving significant expenses, increasing the authorized capital and the dissolution, merger, or sale of the Company’s assets.

 

Note 3 GOING CONCERN

 

The financial statements have been prepared assuming that the Company will continue as a going concern. As of July 31, 2021, the Company had working capital deficit of $20,240, and accumulated losses since inception of $120,212,367. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s development efforts and the Company’s efforts to raise capital. Management also believes the Company needs to raise additional capital for working purposes. There is no assurance that such financing will be available in the future. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-6

 

Note 4 ACCOUNTING POLICIES

 

The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America, the more significant of which are as follows:

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.   

 

We have identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management’s judgment in their application.

 

The Company accounts for income taxes under FASB ASC Topic 740, Income Taxes (“ASC Topic 740”). Under ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

Comprehensive Income (Loss)

 

The Company adopted FASB Codification topic (“ASC”) 220, Reporting Comprehensive Income, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder’s equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Company has not had any comprehensive income / loss.

 

Net Income (Loss) per Common Share

 

FASB Codification topic (“ASC”) 260, Earnings per share, requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. Accordingly, although the diluted weighted average number of common stock outstanding is disclosed on the statements of operation, the calculated net loss per share is the same for bother basic and diluted as both are based on the basic weighted average of common stock outstanding. There were no adjustments required to net income for the period presented in the computation of diluted earnings per share.

 

Financial Instruments

 

Financial instruments consist of accounts payable and accrued liabilities.  As of the financial statement date, the Company does not hold any derivate financial instruments. Financial assets and liabilities are measured upon first recognition and reviewed at the financial statement date.  Changes in fair value are recognized through profit and loss.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

F-7

 

Fair Value Measurements

 

The Company follows FASB Codification topic (ASC”) 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

 

The Company has adopted (ASC”) 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.

 

An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities, and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities.

 

Segment Reporting

 

FASB ASC 820, “Segments Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company currently operates in one principal business segment.

 

Related Parties

 

The Company adopted FASB ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

 

Recent Accounting Pronouncements

 

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.

 

Note 5 COMMON and PREFERRED STOCK

 

The Company has authorized capital of 75,000,000 shares of common stock and 25,000,000 shares of “blank check” preferred stock, each with a par value of $0.001. The Company agreed to issue 1,000 Shares of Series A Preferred Stock to Mr. Nicholas DeVito on April 15, 2021. The shares were not issued by July 31, 2021 (see Note 7: Subsequent Events).

 

There were no warrants or options outstanding as of July 31, 2021.

 

Note 6 INCOME TAXES

 

At July 31, 2021, no tax benefit has been recorded with respect to the net operating loss in the financial statements as the management of the Company believes that the realization of the Company’s net deferred tax assets would not be considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by the full valuation allowance. The Company has a net operating loss carryforward of approximately $1,750,453.

 

Deferred tax assets consist primarily of the tax effect of Net Operating Loss (“NOL”) carry-forwards. The Company estimated the expected income tax benefit from NOL carry-forwards of $446,000 and $444,000 as of July 31, 2021 and 2020, respectively, of which the Company provided a full valuation allowance of $446,000 and $444,000, respectively, and thus had a deferred tax asset, net of valuation allowance of $nil as of July 31, 2021 and 2020, respectively. The Company’s blended federal statutory income tax rate was 25.46% of which a NOL carry-forwards blended rate of 25.46% offset this rate and thus the effective income tax rate for the period from Inception (April 15, 2020) to July 31, 2021 was 0%, or nil.

F-8

 

The Company’s income tax filings are subject to audit by various taxing authorities. The Company’s open audit periods include from Inception (June 10, 2010) to the current tax year.

 

Note 7 SUBSEQUENT EVENTS

 

On August 2, 2021, the Company issued 1,000 Shares of Series A Preferred Stock.

 

POINT OF CARE NANO-TECHNOLOGY, INC.
BALANCE SHEETS
For the Quarters Ended
Unaudited

 

    31-July 20     31-Oct-20     31-Jan-21     30-April-21     31-July-21  
    $     $     $     $     $  
ASSETS                                        
Cash     -       -       -       -       -  
Total Current Assets     -       -       -       -       -  
                                         
TOTAL ASSETS     -       -       -       -       -  
                                         
LIABILITIES                                        
Accounts Payable and Accrued Charges     12,740       12,740       12,740       12,740       20,240  
Total Current Liabilities     12,740       12,740       12,740       12,740       20,240  
                                         
Long Term Liabilities     -       -       -       -       -  
Total Liabilities     12,740       12,740       12,740       12,740       20,240  
                                         
STOCKHOLDERS’ EQUITY                                        
Capital Stock                                        
Authorized:                                        
75,000,000 common shares of $.001 par value each                                        
25,000,000 preferred shares of $.001 par value each                                        
Issued and outstanding:                                        
46,981,059 shares of common stock     4,698       4,698       4,698       4,698       4,698  
Additional Paid in Capital     120,187,429       120,187,429       120,187,429       120,187,429       120,187,429  
Accumulated Deficit     (120,204,867 )     (120,204,867 )     (120,204,867 )     (120,204,867 )     (120,212,367 )
Total Equity     (12,740 )     (12,740 )     (12,740 )     (12,740 )     (20,240 )
TOTAL LIABILITIES AND EQUITY     -       -       -       -       -  

F-9

 

POINT OF CARE NANO-TECHNOLOGY, INC.
STATEMENTS OF OPERATIONS
For the Quarters Ended

Unaudited

 

    Three Months Ended     Three Months Ended     Six Months Ended     Three Months Ended     Nine Months Ended  
    31-Oct-20       31-Oct-21       31-Jan-20       31-Jan-21       31-Jan-20       31-Jan-21       30-Apr-20       30-Apr-21       30-Apr-20       30-Apr-21  
    $     $     $     $     $     $     $     $     $     $  
Expenses:                                                                                
Operating Expenses     -       -       -       -       -       -       -       -       -       -  
Total Expenses     -       -       -       -       -       -       -       -       -       -  
                                                                                 
Net Loss     -       -       -       -       -       -       -       -       -       -  

F-10

 

POINT OF CARE NANO-TECHNOLOGY, INC.
STATEMENTS OF CASH FLOWS
For the Quarters Ended
Unaudited

 

    Three
Months
Ended
    Three
Months
Ended
    Six
Months
Ended
    Six
Months
Ended
    Nine
Months
Ended
    Nine
Months
Ended
    Twelve
Months
Ended
    Twelve
Months
Ended
 
    31-Oct-20     31-Oct-21     31-Jan-20     31-Jan-21     30-Apr-20     30-Apr-21     31-Jul-20     31-Jul-21  
    $     $     $     $     $     $     $     $  
Cash Flow from Operating Activities:                                                                
Net Loss     -       -       -       -       -       -       (12,167 )     (7,500 )
Changes in working capital items                                                             -  
Accounts payable and accrued charges     -       -       -       -       -       -       12,167       7,500  
      -       -       -       -       -       -       -       -  
Net Cash provided (used) by operating activities     -       -       -       -       -       -       -       -  
              -       -       -       -       -       -       -  
Cash Flow from Financing Activities:                                                                
Net cash provided (used) by investing activities     -       -       -       -       -       -       -       -  
Net cash provided (used) by financing activities     -       -       -       -       -       -       -       -  
Net cash increase (decrease) for period     -       -       -       -       -       -       -       -  
Cash  - Beginning of period     -       -       -       -       -       -       -       -  
                                                                 
Cash - End of period     -       -       -       -       -       -       -       -  

F-11

 

 

ADDITIONAL NOTES TO FINANCIAL STATEMENTS

 

Note 1 Basis of Presentation

 

The interim financial statements included herein have been prepared by Point of Care Nano-Technology, Inc. (the “Company,”) without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading.

 

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. Interim results are not necessarily indicative of results for a full year. The Company suggests that these financial statements be read in conjunction with the financial statements and notes thereto included in the above annual report for the year ended July 31, 2021. The Company follows the same accounting policies in preparation of interim reports as it does in its annual reports.

 

Note 2 Substantial Doubt About Ability to Continue as a Going Concern

 

The Company’s financial statements are presented on the going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred significant losses since inception and currently has and previously from time to time has had limited funds with which to operate. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. Management is in the process of executing a strategy based upon a new strategic direction in the life sciences space. The Company has several technologies in the commercialization phase and in development. The Company is seeking acquisitions of biotechnology assets in support of this direction. The Company is dependent on external sources of capital to help fund its operations.

 

Although the Company cannot make assurances that additional capital financing will be available to it on acceptable terms, or at all, management is in the process of executing a plan that it believes will provide the Company with sufficient funds to, at a minimum, to allow us the Company to continue operations through the end of the 2022.

 

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

 

Note 3 Subsequent Events

 

On August 2, 2021, the Company issued 1,000 Shares of Series A Preferred Stock.

F-12

 

 

Exhibit 3.4

 

BARBARA K. CEGAVSKE

Secretary of State

 

 

 

KIMBERLEY PERONDI

Deputy Secretary for
Commercial Recordings

 

STATE OF NEVADA

(SEAL)  

OFFICE OF THE
SECRETARY OF STATE

Commercial Recordings Division

202 N. Carson Street
Carson City, NV 89701
Telephone (775) 684-5708
Fax (775) 684-7138

 

North Las Vegas City Hall
2250 Las Vegas Blvd North, Suite 400
North Las Vegas, NV 89030
Telephone (702) 486-2880
Fax (702) 486-2888

 

  Certified Copy  
     
    10/04/2021 08:55:10 AM
Work Order Number: W2021100400567 - 1626792  
Reference Number: 20211798158  
Through Date: 10/04/2021 08:55:10 AM  
Corporate Name: POINT OF CARE NANO-TECHNOLOGY, INC.  

 

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

 

Document Number Description Number of Pages
20200810291 Certificate of Amendment by Custodian - 07/01/2020 7

 

(SEAL)


Certified By: Electronically Certified
Certificate Number: B202110042042976
You may verify this certificate
online at http://www.nvsos.gov

 

Respectfully,

 

(-S-BARBARA K. CEGAVSKE)

 

BARBARA K. CEGAVSKE
Nevada Secretary of State

 

 

Filed in the Office of

 

(-S-BARBARA K. CEGAVSKE)

 

Secretary of State
State Of Nevada

Business Number
E0281562010-1
Filing Number
20200810291
Filed On
7/1/2020 12:39:00 PM
Number of Pages
7

 

(SEAL)       BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov

 

Certificate of Amendment
by Custodian
NRS 78.347

 

TYPE OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT
INSTRUCTIONS:

 

1. Enter the current name as on file with the Nevada Secretary of State and enter the Entity or Nevada Business Identification Number (NVID).

 

2. Enter any criminal, administrative, civil or National Assoc. of Securities Dealers, Inc., violations, Investigations or convictions concerning the custodian or affiliates.

 

3. Custodian statement affirming reasonable attempts were made to contact officers and/or directors of the corporation.

 

4. Must be signed by Authorized Signer. Form will be returned if unsigned.

 

1. Entity Information: Name of entity as on file with the Nevada Secretary of State:    
    POINT OF CARE NANO-TECHNOLOGY, INC.    
       
  Entity or Nevada Business Identification Number (NVID): E0281562010-1  
         
   
2. Disclosures: Any previous criminal, administrative, civil or National Association of Securities Dealers, Inc., or Securities and Exchange Commission Investigations, violations or convictions concerning the custodian and any affiliate of the custodian are disclosed as follows:
   
  NONE.  
         
         
3. Custodian Statement: Reasonable attempts wore made to contact the officers or directors of the corporation to request that the corporation comply with corporate formalities and to continue its business. I am continuing the business and attempting to further the interests of the shareholders. I will reinstate or maintain the corporate charter.
   
         
4. Signature: (Required) I declare, to the best of my knowledge under penalty of perjury, that the information contained herein is correct and acknowledge that pursuant to NRS 239,330, it is a category C felony to knowingly offer any false or forged instrument for filing in the Office of the Secretary of State.
   
  X (SIGNATURE)   6-3-2020
    Signature   Date

This form must be accompanied by appropriate fees.

 

Page 1 of 1
Revised: 1/1/2019

 

 

CORY READE DOWS & SHAFER
1333 North Buffalo Drive, Suite 210
Las Vegas, Nevada 89128
(702) 794-4411 Fax (702) 794-4421

 

  Electronically Filed
2/11/2020 4:53 PM
Steven D. Grierson
CLERK OF THE COURT
   
  (-S-STEVEN D. GRIERSON)

 

NOE
Jay A. Shafer, Esq.
Nevada Bar No. 9184
CORY READE DOWS & SHAFER
1333 North Buffalo Drive, Suite 210
Las Vegas, Nevada 89128
Telephone: (702) 794-4411
Fax: (702) 794-4421
jshafer@crdslaw.com
Attorneys for Petitioner
INVESTMENT RESERVES SERIES
POINT OF CARE NANO-TECHNOLOGY, INC. LLC

 

DISTRICT COURT

 

CLARK COUNTY, NEVADA

 

In the Matter of Case No. A-19-807727-P
Dept. No. 14
POINT OF CARE NANO-TECHNOLOGY, INC., a Nevada Corporation.  

 

NOTICE OF ORDER
GRANTING APPLICATION FOR APPOINTMENT OF INVESTMENT RESERVES
SERIES POINT OF CARE NANO-TECHNOLOGY INC. LLC AS CUSTODIAN OF POINT OF
CARE NANO TECHNOLOGY, INC.

 

NOTICE IS HEREBY provided that on the 11th day of February, 2020 that the above-entitled Court did enter an Order in the above-entitled matter, a true and correct copy of which is attached hereto.

 

DATED this 11th day of February, 2020.

 

    CORY READE DOWS & SHAFER
     
  By: (-S-JAY A. SHAFER)
    Jay A. Shafer
    Nevada Bar No. 009184
    1333 North Buffalo Drive, Suite 210
    Las Vegas, Nevada 89128
    (702) 794-4411
    Fax: (702) 794-4421
    jshafer@crdslaw.com
    Attorneys for Petitioner

 

 

CORY READE DOWS & SHAFER
1333 North Buffalo Drive, Suite 210
Las Vegas, Nevada 89128
(702) 794-4411 Fax (702) 794-4421

 

CERTIFICATE OF SERVICE

 

I hereby certify that on February 11, 2020, I served a copy of the attached NOTICE OF ENTRY OF ORDER GRANTING APPLICATION FOR APPOINTMENT OF INVESTMENT RESERVES SERIES POINT OF CARE NANO-TECHNOLOGY, INC. LLC AS CUSTODIAN OF POINT OF CARE NANO-TECHNOLOGY, INC. a sealed envelope to the following and that postage was fully prepaid thereon:

 

VCorp Services, LLC Raouf A. Guirguis
701 S. Carson Street, Suite 200 10202 Sherman Heights Place
Carson City, NV 89701 Columbia, MD 21044-5416

 

  (SIGNATURE)
  An Employee of CORY READE DOWS & SHAFER

2

 

CORY READE DOWS & SHAFER
1333 North Buffalo Drive, Suite 210
Las Vegas, Nevada 89128
(702) 794-4411 Fax (702) 794-4421

 

  Electronically Filed
2/11/2020 11:39 AM
Steven D. Grierson
CLERK OF THE COURT
   
  (-S-STEVEN D. GRIERSON)

 

 

ORD
Jay A. Shafer, Esq.
Nevada Bar No. 9184
CORY READE DOWS & SHAFER
1333 North Buffalo Drive, Suite 210
Las Vegas, Nevada 89128
Telephone: (702) 794-4411
Fax: (702) 794-4421
jshafer@crdslaw.com
Attorneys for Petitioner
INVESTMENT RESERVES SERIES
POINT OF CARE NANO-TECHNOLOGY, INC, LLC

 

DISTRICT COURT

 

CLARK COUNTY, NEVADA

 

In the Matter of Case No. A-19-807727-P
Dept. No. 14
POINT OF CARE NANO-TECHNOLOGY, INC., a Nevada Corporation.  

 

ORDER GRANTING APPLICATION FOR APPOINTMENT OF INVESTMENT
RESERVES SERIES POINT OF CARE NANO-TECHNOLOGY, INC. LLC

CUSTODIAN OF POINT OF CARE NANO-TECHNOLOGY, INC.

 

Petitioner INVESTMENT RESERVES SERIES POINT OF CARE NANO-TECHNOLOGY, INC. LLC’s Motion and Application for Appointment as Custodian of POINT OF CARE NANO-TECHNOLOGY, INC., having been heard by the Court on February 11, 2020, the Court having considered the pleadings and papers on file herein, with no opposition being filed, and for good cause appearing therefore:

 

THE COURT HEREBY FINDS that:

 

1. POINT OF CARE NANO-TECHNOLOGY, INC., has failed file required reports with the Nevada Secretary of State in violation of N.R.S 78.710.

 

2. POINT OF CARE NANO-TECHNOLOGY, INC., has failed to hold an annual meeting of stockholders in violation of N.R.S. 78.710

 

o Voluntary Dismissal x Summary Judgment
o Involuntary Dismissal o Stipulated Judgment
o Stipulated Dismissal o Default Judgment
o Motion to Dismiss by Deft(s) o Judgment of Arbitration

 

 

CORY READE DOWS & SHAFER
1333 North Buffalo Drive, Suite 210
Las Vegas, Nevada 89128
(702) 794-4411 Fax (702) 794-4421

 

3. Petitioner, INVESTMENT RESERVES SERIES POINT OF CARE NANO-TECHNOLOGY, INC. LLC, a limited liability company, is a shareholder of POINT OF CARE NANO-TECHNOLOGY, INC.

 

4. Petitioner has given reasonable and required notice as required by the NRS 78.710 et seq.

 

5. Beginning on November 5, 2019, Petitioner served demand upon POINT OF CARE NANO-TECHNOLOGY, INC., at its last known registered business address and all active members and officers last known address demanding the company comply with N.R.S. 78.710, N.R.S. 78.150 and N.R.S 78.710. Petitioner employed all reasonable efforts to contact POINT OF CARE NANO-TECHNOLOGY, INC.

 

6. Despite Petitioner’s demand, no response was received from POINT OF CARE NANO-TECHNOLOGY, INC.

 

7. Petitioner has demonstrable experience in managing the affairs of Nevada corporations.

 

THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED that

 

1. Pursuant to NRS 78.347, INVESTMENT RESERVES SERIES POINT OF CARE NANO-TECHNOLOGY, INC. LLC is hereby appointed custodian of POINT OF CARE NANO-TECHNOLOGY, INC.

 

2. INVESTMENT RESERVES SERIES POINT OF CARE NANO-TECHNOLOGY, INC. LLC is authorized to take any actions on behalf of POINT OF CARE NANOTECHNOLOGY, INC., pursuant to NRS 78.347 that are reasonable, prudent or for the benefit of POINT OF CARE NANO-TECHNOLOGY, INC.

 

3. Pursuant to NRS 78.347(3)(a) INVESTMENT RESERVES SERIES POINT OF CARE NANO-TECHNOLOGY, INC. LLC shall comply with NRS 78.180 to reinstate POINT OF CARE NANO-TECHNOLOGY, INC.

 

4. Pursuant to NRS 78.347, INVESTMENT RESERVES SERIES POINT OF CARE NANO-TECHNOLOGY, INC. LLC shall comply with NRS 78.150 to identify and

2

 

CORY READE DOWS & SHAFER
1333 North Buffalo Drive, Suite 210
Las Vegas, Nevada 89128
(702) 794-4411 Fax (702) 794-4421

 

name a registered agent within the State of Nevada for POINT OF CARE NANOTECHNOLOGY, INC.

 

5. INVESTMENT RESERVES SERIES POINT OF CARE NANO-TECHNOLOGY, INC. LLC shall provide notice to all stockholders of record of a meeting of stockholders of POINT OF CARE NANO-TECHNOLOGY, INC., that will he held after this Order is entered;

 

6. INVESTMENT RESERVES SERIES POINT OF CARE NANO-TECHNOLOGY, INC. LLC, as custodian of POINT OF CARE NANO-TECHNOLOGY, INC., shall submit a report to this Court of the actions taken at said stockholders meeting.

 

7. INVESTMENT RESERVES SERIES POINT OF CARE NANO-TECHNOLOGY, INC. LLC, shall provide a status report to this Court of the actions taken and the status of the custodianship every one hundred twenty (120) days.

 

8. INVESTMENT RESERVES SERIES POINT OF CARE NANO-TECHNOLOGY, INC. LLC shall, pursuant to NRS 78.347(4), file an amendment to the Articles of Incorporation of POINT OF CARE NANO-TECHNOLOGY, INC, which the Secretary of State containing the following disclosures and statements:

 

a. Disclosures of any previous criminal, administrative, civil or Financial Industry Regulatory Authority, or Securities and Exchange Commission investigations, violations, or conviction concerning INVESTMENT RESERVES SERIES POINT OF CARE NANO-TECHNOLOGY, INC. LLC, or its affiliates or subsidiaries;

 

b. A statement that reasonable, but ultimately unsuccessful, attempts were made to contact the last known officers or directors of POINT OF CARE NANOTECHNOLOGY, INC, to request that the corporation comply with corporate formalities and to continue its business;

 

c. A statement that INVESTMENT RESERVES SERIES POINT OF CARE NANO-TECHNOLOGY, INC. LLC, is, in fact, is pursuing its business and attempted to further the interest of its stockholders;

3

 

CORY READE DOWS & SHAFER
1333 North Buffalo Drive, Suite 210
Las Vegas, Nevada 89128
(702) 794-4411 Fax (702) 794-4421

 

d. A statement indicating that INVESTMENT RESERVES SERIES POINT OF CARE NANO-TECHNOLOGY, INC. LLC will reinstate and maintain the corporate charter of POINT OF CARE NANO-TECHNOLOGY, INC., and

 

e. Any other information as may be required by regulations promulgated by the Nevada Secretary of State.

 

IT IS SO ORDERED.

 

Dated this 11th day of February, 2020.

 

  (SIGNATURE)
  DISTRICT COURT JUDGE

 

Submitted by:

 

  CORY READE DOWS & SHAFER
   
By: (-S-JAY A. SHAFER)
  JAY A. SHAFER
  Nevada Bar No. 9184
  1333 North Buffalo Drive, Suite 210
  Las Vegas, Nevada 89128
  (702) 794-4411
  Fax: (702) 794-4421

4

 

 

Exhibit 3.5

 

Certificate of The Designations, Powers,
Preferences and Rights of The
Series A Non-Convertible Preferred Stock
($0.0001 Par Value Per Share) of
Point of Care Nanotechnologies, Inc.
(a Nevada corporation)

 

Pursuant to the Nevada Revised Statutes and the bylaws of Point of Care Nanotechnologies, Inc., a corporation organized and existing under the laws of the state of Nevada (the “Corporation”), the Corporation does hereby submit the following:

 

WHEREAS, the Articles of Incorporation of the Corporation (the “Articles of Incorporation”) authorizes the issuance of up to 10 million (10,000,000) shares of preferred stock, par value $0.0001 per share, of the Corporation (“Preferred Stock”) in one or more series, and expressly authorizes the Board of Directors of the Corporation (the “Board”), subject to limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock, and, with respect to each such series, to establish and fix the number of shares to be included in any series of Preferred Stock and the designation, rights, preferences, powers, restrictions and limitations of the shares of such series; and

 

WHEREAS, it is the desire of the Board to establish a new series of Preferred Stock to be designated “Series A Non-Convertible Preferred Stock” consisting of 1,000 shares and having the rights, preferences and limitations set forth herein.

 

NOW, THEREFORE, BE IT RESOLVED, that the Board does hereby establish a series of Preferred Stock designated as “Series A Non-Convertible Preferred Stock” and does hereby in this Certificate of Designation (the “Certificate of Designation”) establish and fix and herein state and express the designation, rights, preferences, powers, restrictions and limitations of such series of Preferred Stock as follows:

 

1. Designation and Amount.

 

This series of Preferred Stock shall be designated “Series A Non-Convertible Preferred Stock” and the authorized number of shares constituting such series shall be one thousand (1,000). The par value of the Series A Non-Convertible Preferred Stock shall be $0.0001 per share. Shares of the Series A Non-Convertible Preferred Stock shall have a stated value of $0.0001 per share (the “Stated Value”).

 

2. Dividends. The holders of shares of Series A Non-Convertible Preferred Stock shall not be entitled to receive any dividends.

 

3. Preferences on Liquidation.

 

Subject to the provisions of Section 6(a) below, in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holders of shares of the Series A Non-Convertible Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, an amount equal to the State Value per share.

 

 

4. Voting Rights.

 

Except as otherwise required by law or by the Articles of Incorporation and except as set forth in Section 6(b) below, the outstanding shares of Series A Non-Convertible Preferred Stock shall vote together with the shares of Common Stock and other voting securities of the Corporation as a single class and, regardless of the number of shares of Series A Non-Convertible Preferred Stock outstanding and as long as at least one of such shares of Series A Non-Convertible Preferred Stock is outstanding, shall represent eighty percent (80%) of all votes entitled to be voted at any annual or special meeting of shareholders of the Corporation or action by written consent of shareholders. Each outstanding share of the Series A Non-Convertible Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series A Non-Convertible Preferred Stock.

 

5. Negative Covenants.

 

The Corporation will not, by amendment of the Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Articles of Incorporation and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the holders of the Series A Non-Convertible Preferred Stock against impairment.

 

6. Ranking; Changes Affecting Series.

 

(a) The Series A Non-Convertible Preferred Stock shall, with respect to distribution rights on liquidation, winding up and dissolution, (i) rank senior to any of the shares of Common Stock of the Corporation, and any other class or series of stock of the Corporation which by its terms shall rank junior to the Series A Non-Convertible Preferred Stock, and (ii) rank junior to any other series or class of preferred stock of the Corporation and any other class or series of stock of the Corporation which by its term shall rank senior to the Series A Non-Convertible Preferred Stock.

 

2 (b) So long as any shares of Series A Non-Convertible Preferred Stock are outstanding, the Corporation shall not (i) alter or change any of the powers, preferences, privileges or rights of the Series A Non-Convertible Preferred Stock, or (ii) amend the provisions of this Section 6; in each case, without first obtaining the approval by vote or written consent, in the manner provided by law, of the holders of at least a majority of the outstanding shares of Series A Non-Convertible Preferred Stock, as to changes affecting the Series A Non-Convertible Preferred Stock.

 

7. No Redemption.

 

The shares of the Series A Non-Convertible Preferred Stock are not redeemable.

 

 

8. Protection Provisions.

 

So long as any shares of Series A Non-Convertible Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent, as provided by the Nevada Business Corporation Act) of the Holders of at least a majority of the then outstanding shares of Series A Non-Convertible Preferred Stock:

 

(a) alter or change the rights, preferences or privileges of the Series A Non-Convertible Preferred Stock;

 

(b) alter or change the rights, preferences or privileges of any capital stock of the Corporation so as to affect adversely the Series A Non-Convertible Preferred Stock;

 

(c) create any new class or series of capital stock having a preference over the Series A NonConvertible Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Corporation (as previously defined, “Senior Securities”);

 

(d) create any new class or series of capital stock ranking pari passu with the Series A NonConvertible Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Corporation (as previously defined, “Pari Passu Securities”);

 

(e) increase the authorized number of shares of Series A Non-Convertible Preferred Stock;

 

(f) issue any shares of Series A Non-Convertible Preferred Stock other than pursuant to the Securities Purchase Agreement with the original parties thereto;

 

(g) issue any additional shares of Senior Securities; or

 

(h) redeem, or declare or pay any cash dividend or distribution on, any Junior Securities.

 

If holders of at least a majority of the then outstanding shares of Series A Non-Convertible Preferred Stock agree to allow the Corporation to alter or change the rights, preferences or privileges of the shares of Series A Non-Convertible Preferred Stock pursuant to subsection (a) above, then the

 

3 Corporation shall deliver notice of such approved change to the Holders of the Series A NonConvertible Preferred Stock that did not agree to such alteration or change (the “Dissenting Holders”).

 

 

9. Merger, Consolidation, Etc.

 

(a) If at any time or from time to time there shall be (i) a merger, or consolidation of the Corporation with or into another corporation, (ii) the sale of all or substantially all of the Corporation’s capital stock or assets to any other person, (iii) any other form of business combination or reorganization in which the Corporation shall not be the continuing or surviving entity of such business combination or reorganization, or (iv) any transaction or series of transactions by the Corporation in which in excess of 50 percent of the Corporation’s voting power is transferred (each, a “Reorganization”), then as a part of such Reorganization, provision shall be made so that the holders of the Series A Non-Convertible Preferred Stock shall thereafter be entitled to receive the same kind and amount of stock or other securities or property (including cash) of the Corporation, or of the successor corporation resulting from such Reorganization.

 

(b) The provisions of this Section 9 are in addition to and not in lieu of the provisions of Section 2 hereof.

 

10. No Impairment.

 

The Corporation will not, by amendment of its Articles of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this Certificate of Designation and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series A Non-Convertible Preferred Stock against impairment.

 

11. Lost or Stolen Certificates.

 

Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Corporation, or (iii) in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Corporation shall execute and deliver new Preferred Stock Certificate(s) of like tenor and date.

 

 

 

Exhibit 10.2 

 

ELECTRONICALLY SERVED
2/16/2021 6:16 PM

 

  Electronically Filed
  02/16/2021 6:16 PM
   
    (SIGNATURE)
  CLERK OF THE COURT

 

SAO

FLANGAS LAW GROUP
KIMBERLY P. STEIN, ESQ.
Nevada Bar No. 8675
E-mail: kps@fdlawlv.com
3275 South Jones Blvd., Suite 105
Las Vegas, Nevada 89146
Telephone: (702) 307-9500

Attorneys for Intervenor Yosef Yafe

 

DISTRICT COURT

 

CLARK COUNTY, NEVADA

 

In the Matter of Case No.: A-19-807727-P
   
POINT OF CARE NANO-TECHNOLOGY, INC., a Nevada Corporation. Dept. No.: 14
   
  STIPULATION AND ORDER APPROVING YOSEF YAFE TO INTERVENE IN THIS ACTION

 

Petitioner INVESTMENT RESERVES SERIES POINT OF CARE NANO-TECHNOLOGY, INC., LLC (“Petitioner”) was previously appointed as Custodian of POINT OF CARE NANO-TECHNOLOGY, INC. (“PCNT”) pursuant to an Order of this Court entered on February 11, 2020. Thereafter pursuant to said Order, Petitioner was ordered to take several actions, which included: (1) to comply with NRS 78.18 and reinstate to PCNT, (2) to notice a meeting of stockholders, and (3) provide a status report to the Court every one hundred twenty (120) days. Petitioner has reinstated PCNT with the Nevada Secretary of State, and has filed a status report with the Court on June 9, 2020; however, due to the COVID pandemic Petitioner has not been able to notice or hold a meeting of stockholders and/or provide additional reports to this Court.

 

Yosef Yafe (“Yafe”) is also a stockholder of PCNT and desires to be a custodian for PCNT. As such, pursuant to Rule 24 of the Nevada Rules of Civil Procedure, Yafe is seeking to Intervene in this action. Yafe has represented that he is qualified, ready and able to complete the responsibilities of the custodianship. Based upon these representations being truthful, and upon approval of the Court, Petitioner does not object to Yafe intervening in this action.

 

Case Number: A-19-807727-P

 

 

As such, Petitioner and Yafe, by and through their respective attorneys of record, hereby stipulate and agree as follows:

 

1.   That Yosef Yafe be allowed to Intervenor in this action as a Real Party in Interest.

 

Dated: February 16, 2021   Dated: : February 16, 2021
     
/s/Kimberly P. Stein   /s/Jay A. Shafer
KIMBERLY P. STEIN, ESQ.   JAY A. SHAFER, ESQ.
Nevada Bar No. 8675   Nevada Bar No. 9184
FLANGAS LAW GROUP   CORY READE DOWS & SHAFER
3275 S. Jones Blvd., Suite 105   1333 North Buffalo Drive, Suite 210
Las Vegas, NV 89146   Las Vegas, NV 89128
kps@fdlawlv.com   jshafer@crdslaw.com
Attorneys for Intervenor   Attorneys for Petitioner
Yosef Yafe  

INVESTMENT RESERVES SERIES

POINT OF CARE NANO-TECHNOLOGY,

INC., LLC

 

ORDER

 

The Court having reviewed the foregoing STIPULATION AND ORDER APPROVING YOSEF YAFE TO INTERVENE IN THIS ACTION in the above-entitled matter and for good cause appearing therefor, 

 

IT IS SO ORDERED.

 

DATED: (SIGNATURE)  

  

    Dated this 16th day of February, 2021
     
    (SIGNATURE)
    DISTRICT COURT JUDGE
     
Respectfully submitted by:   99A 984 0AE5 3028
    Adriana Escobar
FLANGAS LAW GROUP   District Court Judge
     
/s/Kimberly P. Stein    
KIMBERLY P. STEIN, ESQ.    
Nevada Bar No. 8675    
3275 S. Jones Blvd., Suite 105    
Las Vegas, NV 89146    
kps@fdlawlv.com    
Attorneys for Intervenor Yosef Yafe    

-2-

 

From: Jay Shafer <jshafer@crdslaw.com>
Sent: Friday, February 12, 2021 3:38 PM
To: Kimberly Stein <kps@fdlawlv.com>; Andi Hughes <ah@fdlawlv.com>
Cc: Heather Bock <hbock@crdslaw.com>
Subject: RE: In Matter Re Point of Care Nano-Technology, Inc.

 

Kim

 

You may file the attached stipulations with my digital signature.

 

(COPYREADELOGO)  

Jay A. Shafer, Esq.

CORY READE DOWS & SHAFER

1333 North Buffalo Drive, Suite 210

Las Vegas, Nevada 89128

(702) 794-4411
jshafer@crdslaw.com

 

 

CSERV

 

DISTRICT COURT

CLARK COUNTY, NEVADA

 

In the Matter of the Petition of CASE NO: A-19-807727-P
   
Investment Reserves Series Point of Care nano-Technology, Inc. LLC DEPT. NO. Department 14

 

AUTOMATED CERTIFICATE OF SERVICE

 

This automated certificate of service was generated by the Eighth Judicial District Court. The foregoing Stipulation and Order was served via the court’s electronic eFile system to all recipients registered for e-Service on the above entitled case as listed below:

 

Service Date: 2/16/2021

 

Jay Shafer JShafer@premierlegalgroup.com
   
Leslie Reynolds lmr@fdlawlv.com
   
Kimberly Stein kps@fdlawlv.com
   
Andi Hughes ah@fdlawlv.com

 

 

 

Exhibit 10.3 

 

SEPARATION AND RELEASE OF CLAIMS AGREEMENT

 

This Separation and Release of Claims Agreement (“Agreement”) is entered into by and between Point of Care Nanotechnologies, Inc., a Nevada corporation (the “Company”), on behalf of itself, subsidiaries, and other corporate affiliates and each of their respective present and former directors, officers, directors, owners, shareholders, and agents, individually and in their official capacities (collectively referred to as the “Company Group”), and Dr. Raouf Guirguis (the “Director”), residing in STATE (the Company and the Director are collectively referred to as the “Parties” and each as a “Party”) as of April 15, 2021 (the “Execution Date”).

 

WHEREAS, the Director has resigned from the Company’s Board of Directors and all other positions, effective as of April 15, 2021. (the “Separation Date”).

 

WHEREAS, after the Separation Date, the Director will not represent himself as being a director, employee, officer, attorney, agent, or representative of the Company Group for any purpose.

 

WHEREAS, except as otherwise set forth in this Agreement, the Separation Date was the termination date for the Director for all purposes, meaning the Director is not entitled to any further compensation, monies, or other benefits from the Company Group, including coverage under any benefit plans or programs sponsored by the Company Group, as of the Separation Date.

 

NOW, THEREFORE, in consideration of the following, the Parties hereby agree to the following.

 

1.            Return of Property. The Director warrants and represents that he will return all Company Group property in the Director’s possession.

 

2.            Director Representations. The Director specifically represents, warrants, and confirms that the Director:

 

(a)           has not filed any claims, complaints, or actions of any kind against the Company Group with any court of law, or local, state, or federal government or agency;

 

(b)           has not engaged in and is not aware of any unlawful conduct relating to the business of the Company Group.

 

 

3.           Release.

 

(a)           Director’s General Release and Waiver of Claims

 

In exchange for the consideration provided in this Agreement, the Director and the Director’s heirs, executors, representatives, administrators, agents, and assigns (collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive, release, and discharge the Company Group, including each member of the Company Group’s parents, subsidiaries, affiliates, predecessors, successors, and assigns, and all of their respective officers, directors, directors and shareholders, in their corporate and individual capacities (collectively, the “Released Parties”), from any and all claims, demands, actions, causes of actions, judgments, rights, fees, damages, debts, obligations, liabilities, and expenses (inclusive of attorneys’ fees) of any kind whatsoever, whether known or unknown (collectively, “Claims”), that Director may have or has ever had against the Released Parties, or any of them, by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the beginning of time up to and including the date of the Director’s execution of this Agreement, including, but not limited to:

 

(i)         any and all claims under federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released;

 

(ii)        any and all claims for compensation of any type whatsoever that may be legally waived and released;

 

(iii)       any and all claims arising under tort, contract, and quasi-contract law; and

 

(iv)       any and all claims for monetary or equitable relief.

 

However, this general release and waiver of claims excludes, and the Director does not waive, release, or discharge: (A) claims that cannot be waived by law and (B) any rights the Director has under the Company’s Director and Officer Liability Insurance Policy(ies).

 

(b)           Company Group Release of Director

 

In exchange for the Releasors’ waiver and release of claims against the Released Parties, and non-revocation of any portion of that release, the Company Group irrevocably and unconditionally fully and forever waive, release, and discharge the Director, from any and all Claims that Company Group may have or has ever had against the Director, by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the beginning of time up to and including the date of the Director’s execution of this Agreement, with the exception of claims arising out of or attributable to: (i) events, acts, or omissions taking place after the Parties’ execution of the Agreement; (ii) the Director’s breach of any terms and conditions of the Agreement; and (iii) the Director’s criminal activities or intentional misconduct occurring during the Director’s employment with the Company Group.

 

4.           Knowing and Voluntary Acknowledgment. The Director specifically agrees and acknowledges that:

 

(a)           the Director has read this Agreement in its entirety and understands all of its terms;

 

(b)           by this Agreement, the Director has been advised to consult with an attorney before executing this Agreement;

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(c)            the Director knowingly, freely, and voluntarily assents to all of this Agreement’s terms and conditions including, without limitation, the waiver, release, and covenants contained in it;

 

(d)           the Director is signing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which the Director is otherwise entitled;

 

(e)           the Director is not waiving or releasing rights or claims that may arise after the Director signs this Agreement; and

 

(f)           the Director understands that the waiver and release in this Agreement is being requested in connection with the Director’s separation from the Company Group.

 

5.       Cooperation. The parties agree that certain matters in which the Director has been involved during the Director’s employment may need the Director’s cooperation with the Company in the future. Accordingly, for a period of six months after the Separation Date, to the extent reasonably requested by the Company, the Director shall cooperate with the Company in connection with matters arising out of the Director’s service to the Company; provided that the Company shall make reasonable efforts to minimize disruption of the Director’s other activities.

 

6.       Governing Law, Jurisdiction, and Venue. This Agreement and all matters arising out of or relating to this Agreement, whether sounding contract, tort, or statute, for all purposes shall be governed by and construed in accordance with the laws of Nevada (including its statutes of limitations) without regard to any conflicts of laws principles that would require the laws of any other jurisdiction to apply.

 

7.       Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between Company Group and Director relating to the subject matter hereof and supersedes all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, regarding such subject matter.

 

8.       Modification and Waiver. No provision of this Agreement may be amended or modified unless the amendment or modification is agreed to in writing and signed by the Director and by the Chief Executive Officer of the Company. No waiver by either Party of any breach by the other party of any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by any Party in exercising any right, power, or privilege under this Agreement operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

 

9.       Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held to be unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding on the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

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10.       Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

 

11.       Counterparts. The Parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart’s signature page of this Agreement by facsimile, email in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document has the same effect as delivery of an executed original of this Agreement.

 

12.       No Admission of Liability. Nothing in this Agreement shall be construed as an admission by the Director or the Company Group of any wrongdoing, liability, or noncompliance with any federal, state, city, or local rule, ordinance, statute, common law, or other legal obligation.

 

13.       Notices. All notices under this Agreement must be given in writing by personal delivery/regular mail/receipted email at the addresses indicated in this Agreement or any other address designated in writing by either Party.

 

14.       Acknowledgment of Full Understanding. THE DIRECTOR ACKNOWLEDGES AND AGREES THAT THE DIRECTOR HAS FULLY READ, UNDERSTANDS, AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE DIRECTOR ACKNOWLEDGES AND AGREES THAT THE DIRECTOR HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF THE DIRECTOR’S CHOICE BEFORE SIGNING THIS AGREEMENT. THE DIRECTOR FURTHER ACKNOWLEDGES THAT THE DIRECTOR’S SIGNATURE BELOW IS AN AGREEMENT TO RELEASE COMPANY GROUP FROM ANY AND ALL CLAIMS THAT CAN BE RELEASED AS A MATTER OF LAW.

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Execution Date above.

 

  POINT OF CARE NANOTECHNOLOGIES, INC.
   
  By: /s/ Aymen El Salhy    
 

Name: Aymen El Salhy 

Title: Director

 

DIRECTOR

 

 

Signature: 

/s/ Dr. Raouf Guirguis 

 
Print Name: Dr. Raouf Guirguis   

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Exhibit 10.4 

 

SEPARATION AND RELEASE OF CLAIMS AGREEMENT

 

This Separation and Release of Claims Agreement (“Agreement”) is entered into by and between Point of Care Nanotechnologies, Inc., a Nevada corporation (the “Company”), on behalf of itself, subsidiaries, and other corporate affiliates and each of their respective present and former directors, officers, directors, owners, shareholders, and agents, individually and in their official capacities (collectively referred to as the “Company Group”), and Aymen El Salhy (the “Director”), residing in STATE (the Company and the Director are collectively referred to as the “Parties” and each as a “Party”) as of April 15, 2021 (the “Execution Date”).

 

WHEREAS, the Director has resigned from the Company’s Board of Directors and all other positions, effective as of April 15, 2021. (the “Separation Date”).

 

WHEREAS, after the Separation Date, the Director will not represent himself as being a director, employee, officer, attorney, agent, or representative of the Company Group for any purpose.

 

WHEREAS, except as otherwise set forth in this Agreement, the Separation Date was the termination date for the Director for all purposes, meaning the Director is not entitled to any further compensation, monies, or other benefits from the Company Group, including coverage under any benefit plans or programs sponsored by the Company Group, as of the Separation Date.

 

NOW, THEREFORE, in consideration of the following, the Parties hereby agree to the following.

 

1.            Return of Property. The Director warrants and represents that he will return all Company Group property in the Director’s possession.

 

2.            Director Representations. The Director specifically represents, warrants, and confirms that the Director:

 

(a)          has not filed any claims, complaints, or actions of any kind against the Company Group with any court of law, or local, state, or federal government or agency;

 

(b)          has not engaged in and is not aware of any unlawful conduct relating to the business of the Company Group.

 

 

3.            Release.

 

(a)          Director’s General Release and Waiver of Claims

 

In exchange for the consideration provided in this Agreement, the Director and the Director’s heirs, executors, representatives, administrators, agents, and assigns (collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive, release, and discharge the Company Group, including each member of the Company Group’s parents, subsidiaries, affiliates, predecessors, successors, and assigns, and all of their respective officers, directors, directors and shareholders, in their corporate and individual capacities (collectively, the “Released Parties”), from any and all claims, demands, actions, causes of actions, judgments, rights, fees, damages, debts, obligations, liabilities, and expenses (inclusive of attorneys’ fees) of any kind whatsoever, whether known or unknown (collectively, “Claims”), that Director may have or has ever had against the Released Parties, or any of them, by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the beginning of time up to and including the date of the Director’s execution of this Agreement, including, but not limited to:

 

(i)           any and all claims under federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released;

 

(ii)          any and all claims for compensation of any type whatsoever that may be legally waived and released;

 

(iii)         any and all claims arising under tort, contract, and quasi-contract law; and

 

(iv)         any and all claims for monetary or equitable relief.

 

However, this general release and waiver of claims excludes, and the Director does not waive, release, or discharge: (A) claims that cannot be waived by law and (B) any rights the Director has under the Company’s Director and Officer Liability Insurance Policy(ies).

 

(b)           Company Group Release of Director

 

In exchange for the Releasors’ waiver and release of claims against the Released Parties, and non-revocation of any portion of that release, the Company Group irrevocably and unconditionally fully and forever waive, release, and discharge the Director, from any and all Claims that Company Group may have or has ever had against the Director, by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence, or other matter from the beginning of time up to and including the date of the Director’s execution of this Agreement, with the exception of claims arising out of or attributable to: (i) events, acts, or omissions taking place after the Parties’ execution of the Agreement; (ii) the Director’s breach of any terms and conditions of the Agreement; and (iii) the Director’s criminal activities or intentional misconduct occurring during the Director’s employment with the Company Group.

 

4.             Knowing and Voluntary Acknowledgment. The Director specifically agrees and acknowledges that:

 

(a)          the Director has read this Agreement in its entirety and understands all of its terms;

 

(b)          by this Agreement, the Director has been advised to consult with an attorney before executing this Agreement;

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(c)          the Director knowingly, freely, and voluntarily assents to all of this Agreement’s terms and conditions including, without limitation, the waiver, release, and covenants contained in it;

 

(d)          the Director is signing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which the Director is otherwise entitled;

 

(e)          the Director is not waiving or releasing rights or claims that may arise after the Director signs this Agreement; and

 

(f)           the Director understands that the waiver and release in this Agreement is being requested in connection with the Director’s separation from the Company Group.

 

5.             Cooperation. The parties agree that certain matters in which the Director has been involved during the Director’s employment may need the Director’s cooperation with the Company in the future. Accordingly, for a period of six months after the Separation Date, to the extent reasonably requested by the Company, the Director shall cooperate with the Company in connection with matters arising out of the Director’s service to the Company; provided that the Company shall make reasonable efforts to minimize disruption of the Director’s other activities.

 

6.             Governing Law, Jurisdiction, and Venue. This Agreement and all matters arising out of or relating to this Agreement, whether sounding contract, tort, or statute, for all purposes shall be governed by and construed in accordance with the laws of Nevada (including its statutes of limitations) without regard to any conflicts of laws principles that would require the laws of any other jurisdiction to apply.

 

7.             Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between Company Group and Director relating to the subject matter hereof and supersedes all prior and contemporaneous understandings, discussions, agreements, representations, and warranties, both written and oral, regarding such subject matter.

 

8.             Modification and Waiver. No provision of this Agreement may be amended or modified unless the amendment or modification is agreed to in writing and signed by the Director and by the Chief Executive Officer of the Company. No waiver by either Party of any breach by the other party of any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by any Party in exercising any right, power, or privilege under this Agreement operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

 

9.             Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held to be unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding on the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

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10.           Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

 

11.           Counterparts. The Parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart’s signature page of this Agreement by facsimile, email in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document has the same effect as delivery of an executed original of this Agreement.

 

12.           No Admission of Liability. Nothing in this Agreement shall be construed as an admission by the Director or the Company Group of any wrongdoing, liability, or noncompliance with any federal, state, city, or local rule, ordinance, statute, common law, or other legal obligation.

 

13.           Notices. All notices under this Agreement must be given in writing by personal delivery/regular mail/receipted email at the addresses indicated in this Agreement or any other address designated in writing by either Party.

 

14.           Acknowledgment of Full Understanding. THE DIRECTOR ACKNOWLEDGES AND AGREES THAT THE DIRECTOR HAS FULLY READ, UNDERSTANDS, AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE DIRECTOR ACKNOWLEDGES AND AGREES THAT THE DIRECTOR HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF THE DIRECTOR’S CHOICE BEFORE SIGNING THIS AGREEMENT. THE DIRECTOR FURTHER ACKNOWLEDGES THAT THE DIRECTOR’S SIGNATURE BELOW IS AN AGREEMENT TO RELEASE COMPANY GROUP FROM ANY AND ALL CLAIMS THAT CAN BE RELEASED AS A MATTER OF LAW

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Execution Date above.

 

  POINT OF CARE NANOTECHNOLOGIES, INC.
   
 

By: /s/ Dr. Raouf Guirguis                

Name: Dr. Raouf Guirguis

Title: Chairman and CEO

DIRECTOR

 

 

Signature: /s/ Aymen El Salhy                 

Print Name: Aymen El Salhy

 

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Exhibit 10.5 

 

ASSIGNMENT AND ASSUMPTION AGREEMENT

 

This Assignment and Assumption Agreement is made and entered into this _15th__ day of _April___, 2021 (the “Agreement”), between Point of Care Nanotechnologies, Inc., a Nevada corporation (“PCNT”), and Dr. Raouf Guirguis (“Assignee”) (collectively, the “Parties” and, individually, a “Party”).

 

WHEREAS, the PCNT wishes to create a subsidiary corporation (the “Subsidiary”) and transfer the all of its assets and liabilities (the “Assets and Liabilities”) to the Subsidiary.

 

WHEREAS, Assignee wishes to exchange their existing 26,000,000 shares of common stock of PCNT (the”Assignee Shares”) for the all of the shares of the Subsidiary.

 

WHEREAS, as of the date of this Agreement, there are an aggregate of 46,981,059 shares of common stock, par value $0.001 per share (the “PCNT Common Stock”), of PCNT issued and outstanding;

 

WHEREAS, PCNT intends to perform a reverse stock split (the “Reverse Split”) of the issued and outstanding shares of PCNT Common Stock, rounding up for fractional shares resulting from the Reverse Split;

 

WHEREAS, following the Reverse Split, PCNT intends to acquire another company and issue an undetermined amount of post-Reverse Split shares of PCNT Common Stock to a new investment group (“New Investors”); and

 

WHEREAS, PCNT desires to assign all of its rights, title and interests in its Assets and Liabilities to the Subsidiary and Assignee desires to acquire all of the shares of the Subsidiary pursuant to the terms and conditions of this Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.      Assignment and Assumption. Concurrently upon receipt of all the consideration set forth in Section 2 below, PCNT shall sell, assign, grant, convey and transfer to Subsidiary all of PCNT’s right, title and interest in and to Assets and Liabilities and the Subsidiary and the Assignee shall accept such assignment and assume all of PCNT’s duties and obligations in connection with the Assets and Liabilities.

 

2.      Consideration. In consideration for all of the shares of the Subsidiary, the Subsidiary, Assignee shall turn in the Assignee Shares for cancellation to PCNT par value $0.001 per share which represents the entirety of the authorized Common Stock of Assignee.

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3.      Conditions to Closing. The obligations of each Party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

 

(a) Creation of Subsidiry. PCNT shall create a subsidiary corporation (the “Subsidiary”) and transfer all of its Assets and Liabilities to the Subsidiary. Assignee shall acquire the shares of the Subsidiary in exchange for the Assignee Shares.

 

(b) Actions of the Board of Directors. The Board of Directors of the PCNT (the “Board”) shall have resolved

 

(i) that the Reverse Split is in the best interests of PCNT,

 

(ii) to appoint a new Board of Directors and Officer,

 

(iii) to accept the resignations of the existing Board and Officers of the PCNT,

 

(iv) to approve a series A preferred shares issuance to the new Officer resulting in that Officer having 80% voting control of the PCNT.

 

(v) to accept this Agreement and authorize the new Board to execute the terms herein.

 

4.      Representations and Warranties of PCNT. PCNT represents and warrants to the Assignee that:

 

(a) It has the full right, power, and authority to enter into this Agreement and to perform the obligations hereunder;

 

(b) the execution of this Agreement, when executed and delivered by PCNT, shall constitute the legal, valid, and binding obligation of PCNT, enforceable against PCNT in accordance with its terms.

 

(c) the PCNT is exchanging the shares of the Subsidiary for the Assignee Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof except as identified in Section 3 above. PCNT acknowledges that the Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and that the Assignee Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable;

 

(d) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement;

 

(e) the Assets and Liabilities identified on Exhibit A are all the assets, receivables, liabilities and/or payables in which PCNT has rights, title, and/or interest and/ or obligations of PCNT;

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(f) it has sole and exclusive control (by ownership, license or otherwise) of the entire right, title, and interest identified in and to the Assets and Liabilities identified on Exhibit A;

 

(g) covenants that it shall operate its remaining business, together with all related assets, until the Closing and shall transfer all right, title and interest in the name “Point of Care Nanotechnology, Inc.” to the Subsidiary as soon as the PCNT name change is approved;

 

(h) neither its grant of the assignment nor its performance of any of its obligations, under this Agreement does or to its knowledge will at any time during the Term:

 

(i) conflict with or violate any applicable U.S. law, rule or regulation;

 

(ii) require the consent, approval, or authorization of any governmental or regulatory authority or other third party; or

 

(iii) require the provision of any payment or other consideration to any third party.

 

(i) it has not granted and will not grant any licenses or other contingent or non-contingent right, title, or interest under or relating to Assets and Liabilities, and is not or will not be under any obligation, that does or will conflict with or otherwise affect this Agreement, including any of PCNT’s representations, warranties, or obligations, or Assignee’s rights or licenses hereunder;

 

(i) to its knowledge, no prior art or other information exists that would adversely affect the validity, enforceability, term, or scope of this Agreement;

 

5.      Representations and Warranties of Assignee. Assignee represents, warrants and covenants as follows:

 

(a) it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations of its jurisdiction of incorporation, organization, or chartering;

 

(b) it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder;

 

(c) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party;

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(d) when executed and delivered by such party, this Agreement shall constitute the legal, valid, and binding obligation of that party, enforceable against that party in accordance with its terms;

 

(e) the Assignee Shares have been duly authorized for issuance pursuant to this Agreement and when issued shall be free and clear of all liens, encumbrances, security agreements, equities, options, claims, charges, and restrictions other than imposed by law and shall be deemed to fully paid and non-assessable shares of Common Stock of Assignee;

 

(f) to the best of Assignee’s knowledge, there are no suits, actions, arbitrations, or legal, administrative, or other proceedings, or governmental investigations pending, or threatened, against or affecting it or its business, assets, financial condition, the Assignee Shares, its officers or directors;

 

(g) the consummation of the transactions contemplated by this Agreement will not result in or constitute a default or an event that, with notice or lapse of time or both, would be a default, breach or violation of any lease agreement, promissory note, commitment, indenture, mortgage, deed of trust, or other agreement, instrument, or arrangement to which Assignee is a party, or by which Assignee is bound;

 

(h) There does not exist an entity or individual that has any rights of first refusal to purchase any of the Assignee Shares; and

 

(i) no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

 

6.      Closing. The following matters shall apply to the Closing of the transaction contemplated herein:

 

(a) Time and Place. The transfer of the Assignee Shares by Assignee to PCNT and PCNT’s assignment of the Subsidiary shares to Assignee (the “Closing”) shall take place at PCNT’s principal office after the complete satisfaction of the conditions herein unless waived by the parties, at a time and place as the Parties may mutually upon (the “Closing Date”).

 

(b) Assignee’s Obligations. At the Closing, Assignee shall deliver to PCNT all originl certificates representing the Assignee Shares to be transferred hereunder (whereupon the stock ledger and other internal records of the corporation shall be changed to reflect the transfer of the Assignee Shares to PCNT).

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(c) PCNT’s Obligations. At the Closing, PCNT shall transfer all the shares of the Subsidiary to Assignee, and shall deliver all documents necessary to effectuate such transfer.

 

7.      Nature and Survival of Representations and Obligations. The representations and warranties made by the Parties and their respective obligations to be performed pursuant to the terms hereof, shall survive the Closing indefinitely.

 

8.      Termination. This Agreement may be terminated at any time prior to the Closing:

 

(a) by the mutual written consent of PCNT and Assignee;

 

(b) by mutual consent if the transactions contemplated by this Agreement are not consummated by October 1, 2021 (the “Drop Dead Date”);

 

(c) by Assignee by written notice to PCNT if:

 

(i) Assignee is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by PCNT pursuant to this Agreement and such breach, inaccuracy or failure cannot be cured by PCNT by the Drop Dead Date; or

 

(ii) any of the conditions set forth in Section 3 shall not have been fulfilled by the Drop Dead Date, unless such failure shall be due to the failure of Assignee to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing;

 

(d) by PCNT by written notice to Assignee if:

 

(i) PCNT is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Assignee pursuant to this Agreement and such breach, inaccuracy or failure cannot be cured by Assignee by the Drop Dead Date; or

 

(ii) any of the conditions set forth in Section 3 shall not have been fulfilled by the Drop Dead Date, unless such failure shall be due to the failure of PCNT to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or

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(e) by Assignee or PCNT in the event that:

 

(i) there shall be any law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited; or

 

(ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable.

 

9.      Effect of Termination. In the event of the termination of this Agreement in accordance with Section 8, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:

 

(a) as set forth in Section 9; and

 

(b) that nothing herein shall relieve any party hereto from liability for any intentional breach of any provision hereof.

 

10.  Expenses. Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

 

11.  General Provisions

 

(a) Entire Agreement. This Agreement and all Exhibits hereto contain the entire understanding and agreement of the Parties with respect to matters addressed herein, and supersedes any prior understandings and agreements among them respecting the subject matter of this Agreement. No modification of this Agreement shall be valid unless it is in writing and signed by each of the Parties.

 

(b) Further Assurances. Each of the Parties hereto shall execute and deliver, at the reasonable request of the other Party hereto, such additional documents, instruments, conveyances and assurances and take such further actions as such other party may reasonably request to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

 

(c) Severability. If one or more of the provisions contained in this Agreement shall for any reason be held to be unenforceable or excessively broad as to time, duration, scope, activity or subject, such provision will be construed, by limiting or reducing it, so as to be enforceable to the extent compatible with the then-applicable law. In the event of any question as to the interpretation of any provision herein, such question shall not be resolved by resort to any rule or maxim which resolves it against the drafting party. In the event any one or more provisions contained in this Agreement are held by a court or other tribunal to be invalid or unenforceable, the remaining provisions shall continue in full force and effect without being impaired or invalidated in any way.

6

 

(d) Governing Law; Jurisdiction. This Agreement and the rights and obligations of the Parties herein, shall be construed in accordance with the laws of the State of New York and applicable federal law. The Parties hereby consent to the jurisdiction and venue of the state or federal courts located in the State of New York, County of New York. The substantially prevailing party in any adjudication, arbitration or related settlement shall be entitled to recover such party’s reasonable attorneys’ fees, including costs and expenses of collection, enforcement, and appeal, in addition to all other recovery and relief.

 

(e) Assignment. Neither party may assign its rights and obligations under this Agreement except with the prior written consent of the other. Any attempt to assign or delegate prior to the Closing without such consent shall be ineffective. After the Closing, Assignee may assign its rights under this Agreement without the prior written consent of the PCNT.

 

(f) Arbitration. The Parties agree to first try to resolve any dispute or controversy arising out of, in connection with, or relating to this Agreement between them. If they are unable to do so, the Parties then agree to seek mediation before a mediator acceptable to each of the Parties. If mediation fails to resolve the dispute or controversy, the Parties agree to submit the dispute or controversy to binding arbitration conducted by a three-person arbitrator panel mutually selected by the Parties, or, in the event the Parties cannot agree upon such an arbitrator, then by the American Arbitration Association, in New York, New York. The arbitration shall be conducted pursuant to the American Arbitration Association’s then-existing rules and regulations. Any decision so rendered in arbitration shall be binding and final on all Parties.

 

(g) Counterparts. This Agreement may be executed in several counterparts and all so executed, shall constitute one Agreement, binding on the Parties hereto even though, all the Parties are not signatories to the original or the same counterpart.

 

(h) Facsimile Transmission. Facsimile transmission of any signed original document, and retransmission of any signed facsimile transmission, shall be the same as transmission of an original. Parties will confirm signatures transmitted by facsimile by signing an original document.

 

(i) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties, and their respective successors and assigns, subject to the assignment provisions set forth above.

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(j) Further Documentation. The Parties recognize that Assignee is a publicly traded Assignee, and as such other documentation may be required to effectuate all the terms of this Agreement. Further, the Parties recognize that at Closing management of Assignee will concurrently change, requiring the filing of various documents with state and/or federal governments setting forth the change in management. The Parties agree to promptly execute any and all future documentation necessary to complete all of the promises and conveyances set forth in this Agreement.

 

[SIGNATURE PAGE FOLLOWS]

8

 

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.

       
PCNT Point of Care Nanotechnology.
   
  /s/ Aymen El Salhy
  Name: Aymen El Salhy
  Title: Director
       
Assignee Dr. Raouf Guirguis
   
  By: /s/ Dr. Raouf Guirguis
  Name: Dr. Raouf Guirguis

 

NOTARY

STATE OF ___________ )
  )     ss:
COUNTY OF __________ )

 

On the _______day of ___________ in the year_____, before me, the undersigned notary public, personally appeared _________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

 

  WITNESS my hand and official seal.
     
  Notary Signature
   
  [NOTARY SEAL]

9

 

EXHIBIT A

[Point of Care Nanotechnologies Assets and Liabilities]

 

100% of all liabilities including Accounts Payable, Debt of any kind, Judgments against Point of Care Nanotechnologies (PCNT) of any kind as of April 15, 2021

 

100% of any and all legal actions taken against PCNT with claims prior to April 15, 2021

 

100% of all Assets as of April 15, 2021 including the name “Point of Care Nanotechnologies”

10

 

 

Exhibit 10.6

 

SETTLEMENT AGREEMENT

 

This Settlement Agreement (the “Agreement”) is made the 9th day of May, 2021 (the “Execution Date”) by and among Yosef Yafe (“Yafe”), a shareholder of POINT OF CARE NANO-TECHNOLOGY, INC, a Nevada corporation (“PCNT”), and Ayman Elsalhya (“Elsalhya”), a former director of PCNT, and, solely with respect to Section 3 of this Agreement, PCNT (each, as the case may be, a “Party” and collectively the “Parties”).

 

WITNESSETH:

 

Whereas, a custodial action was initiated in Nevada for the appointment of a Custodian to manage the affairs of POINT OF CARE NANO-TECHNOLOGY, INC., (In the Matter of the Petition of POINT OF CARE NANO-TECHNOLOGY, INC, Case No. A-19-807727-P) (the “Action”);

 

Whereas, Yafe is the current appointed Custodian of PCNT pursuant to an Order of the Court entered on February 17, 2021. Pursuant to said Order, Yafe was ordered to take several actions, which included: (1) to comply with NRS 78.18 and reinstate PCNT, (2) to notice a meeting of stockholders, and (3) to provide a status report to the Court every one-hundred twenty (120) days. Yafe has been in contact with the transfer agent, VStock Transfer, LLC (“V Stock”), and has made payment arrangements to obtain the current list of shareholders to notice a meeting of stockholders and provide additional reports to the Court.

 

Whereas, in lieu of pursuing costly litigation, Yafe and Elsalhya have agreed to settle this matter whereby Elsalhya will work to reinstate PCNT, bring it into compliance with regulatory rules and requirements, including reinstating the company in Nevada, updating PCNT’s public filings and holding an annual meeting of shareholders;

 

Whereas, the Parties now desire to resolve all disputes existing between them upon the terms and conditions set forth herein;

 

NOW, THEREFORE, in consideration of the mutual promises, releases, and payments provided for herein, the Parties hereto agree as follows:

 

The recitals set forth above contain material terms of this Agreement and re incorporated herein.

 

1.       Obligations Among the Parties. By the Parties executing this Agreement and in consideration of the release set forth below, Elsalhya agrees to pay to Yafe the amount of $11,500.00 USD towards his costs and expenses in bringing the custodial Action (the “Settlement Amount”), no later than two (2) days after execution of this Agreement via wire transfer to Yafe’s counsel. In addition, Elsalhya agrees to pay the remaining $ 13,565 owed to V Stock to bring the account current, and then any ongoing charges, and shall indemnify Yafe for any all fees owed to date or agreed to be paid by Yafe, as Custodian, to V Stock no later than two (2) days after execution of this Agreement; provided that the total fees owed to date or agreed to be paid by Yafe to V Stock shall not exceed $15,000.

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2.       Yafe agrees that within two (2) days of receiving the Settlement Amount, file a voluntary dismissal of the Action with the Court.

 

3.       Mutual Release, Confidentiality, and Non-Disparagement.

 

a. In consideration of the agreements and mutual promises made herein, Yafe, on the one hand, and each of Elsalhya and PCNT, on the other hand, hereby mutually release and forever discharge each other from any and all actions, suits, liens, claims, controversies, disputes, causes of action, expenses and compensation of any kind or nature without limitation, attorney’s fees and costs, which the Parties may have had or claim to have had, or now have or claim to have, or hereafter may have or assert to have, on account of, or by reason of, or in any way growing out of or, directly or indirectly, whether known or unknown, suspected or unsuspected, resulting from or by reason of the facts, theories and causes of action in connection with the Action, arising prior to the date hereof (“Released Claims “), other than the parties’ respective obligations under this Agreement and the other agreements contemplated hereby. The parties represent that no portion of any Released Claims has been assigned or transferred by subrogation or otherwise to any other person, firm, or entity. As Elsalhya has agreed to reinstate PCNT in Nevada and to update PCNT’s public filings, Yafe agrees not to seek to bring a renewed custodial action for a reasonable period of time. If PCNT is not reinstated as to the Nevada Secretary of State within 90 days, it will be presumptively reasonable to bring a renewed custodial action. If PCNT’s public filings are not renewed and brought current within nine months, it will be presumptively reasonable to bring a renewed custodial action, unless prior written notice is received setting forth the cause for why the public filings are not renewed, in which case the time for presumptive reasonableness shall be extended by not more than a further three months. If in fact, Yafe brings a renewed custodial action prior to the presumptive reasonable time period set forth herein, Yafe agrees to reimburse Elsalhya for the $11,500 Settlement Amount paid to Yafe pursuant to this Agreement, unless good cause is shown by a preponderance of the evidence why the action could not be delayed.

 

b. The Parties and their agents agree to keep confidential and not disclose to any third party the terms and conditions of this Agreement, the existence of this Agreement, or any of the negotiations and discussions that preceded its making, except as follows in which cases the Parties will nevertheless use their best efforts to seek confidential treatment by any receiving party: (i) as is necessary to dismiss the Action; (ii) as is necessary to effectuate any term or provision of the settlement, including any subsequent litigation to enforce the settlement, except that both Parties shall take all reasonable steps to maintain the confidentiality of this information including filing documents under seal and entry of appropriate protective orders; (iii) to either Party’s insurers, as necessary to pursue insurance claims; (iv) to a Party’s accountants or lawyers; and (v) as required by law or court order upon notice to the other Party sufficiently in advance of such disclosure to permit it to seek a protective order. All Parties acknowledge that the confidentiality obligations set forth herein are material considerations for each of the other Party’s agreement to enter into this Agreement, that each of the other Parties would not have entered into this Agreement without such confidentiality obligations, and that any breach of the confidentiality obligations would be a material breach of this Agreement. This prohibition shall not apply to public, private or other statements, publications or filings which state the intent of this agreement is to bring PCNT in compliance with all regulatory, statutory and other requirements and resume trading and operations, to reinstate the company in Nevada, update PCNT’s public filings, and updating shareholders to PCNT’s future plans or similar statements or statements regarding Yafe’s actions in pursuing the custodianship or the basis for its dismissal.

2

 

c. The Parties, as well as their respective officers, directors, and principals shall not directly or indirectly falsely disparage each other in any written or oral communication to any person or entity, including via electronic mail or electronic communication, on the Internet, through a website, bulletin board, posting, blog, or otherwise. Should it be determined pursuant to the dispute resolution provisions of this agreement that either party has violated this provision, either party may seek injunctive relief.

 

4.       No Admission of Liability. No party admits any default, error, liability, or wrongdoing by entering into this Agreement. Neither shall any party hereto portray this Agreement or any act taken under or in connection with it as an explicit or implicit statement or admission of the strength or weakness of any position taken by any party. Instead, the Parties enter into this Agreement to constructively resolve disputes between them and to avoid litigation.

 

5.       No Oral Modifications. This Agreement sets forth the entire agreement between the Parties and supersedes in its entirety any and all prior agreements, understandings or representations relating to the subject matter hereof and may not be changed or terminated orally. The Parties represent that in entering this Agreement they do not rely on any statement or fact not set forth herein.

 

6.       Governing Law, Remedies, Venue and Jurisdiction. This Settlement Agreement shall be governed exclusively by the Laws of the State of Nevada, and any actions, claims or proceedings shall be subject to the exclusive venue and jurisdiction of the state and Federal Courts in Clark County, Nevada. The Parties hereby waive any right to a jury trial. In the event of a default by either Party, the other Party’s sole remedy shall be to enforce the terms of this Settlement Agreement. In the event a Party to this Settlement Agreement must institute suit or a cause of action to enforce the terms of this Settlement Agreement, the prevailing party will be entitled to fees and costs, including reasonable attorney’s fees. Nothing herein shall prevent either Party from seeking injunctive relief for breach of Section 2(b) and (c) hereof.

3

 

7.       Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing and delivered via overnight courier. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given as of the next business day. Such notices shall be addressed to the intended recipient(s) as follows:

 

If to Yafe.: c/o Kimberly P. Stein, Esq.
Flangas Law Group
3275 S. Jones Blvd., Suite 105
Las Vegas, NV 89146
   
If to the Elsalhya: Lou Bevilacqua

Bevilacqua PLLC 

1050 Connecticut Avenue, NW, Suite 500 

Washington, DC 20036

  

8.       No Representations. Neither party has relied upon any representations or statements made by the other party hereto which are not specifically set forth in this Agreement.

 

9.       Severability. In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision.

 

10.       Entire Agreement. This Agreement represents the entire agreement and understanding between the Parties concerning the matters set forth herein and supersedes and replaces any and all prior agreements and understandings concerning the Agreements.

 

11.       Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors, assigns, distributees, heirs, and grantees of any revocable trusts of a Party. No Party may assign either this Agreement or any of its or his or her rights, interests, or obligations hereunder without the prior written approval of the other Parties.

 

12.       No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.

 

13.       Headings and Counterparts. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. Facsimile and photocopies of this Agreement shall have the same effect as originals.

 

14.       Waivers. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence and all waivers must be in writing, signed by the waiving Party, to be effective.

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15.       Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the Parties hereto, with the full intent of releasing all claims. The Parties acknowledge that:

 

(a) They have read this Agreement;

 

(b) They have been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such counsel;

 

(c) They understand the terms and consequences of this Agreement and of the releases it contains;

 

(d) They are fully aware of the legal and binding effect of this Agreement; and

 

(e) Each signatory to this Agreement below represents that he/she has the requisite authority and has been duly authorized by his/her respective corporation to execute this Agreement.

 

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below. 

 

Yosef Yafe

 

By: /s/ Yosef Yafe

 

Ayman Elsalhya Regarding Section 3 herein, POINT OF CARE
NANO-TECHNOLOGY, INC.
   
By: /s/ Ayman Elsalhya By: /s/ Nicholas DeVito
  Name: Nicholas DeVito
  Title: CEO

5

 

 

Exhibit 10.7

 

ELECTRONICALLY SERVED
5/14/2021 12:21 PM

 

  Electronically Filed
  05/14/2021 12:21 PM
    (SIGNATURE)
  CLERK OF THE COURT

 

VDWO  

FLANGAS LAW GROUP  

KIMBERLY P. STEIN, ESQ. 

Nevada Bar No. 8675 

E-mail: kps@fdlawlv.com 

3275 South Jones Blvd., Suite 105 

Las Vegas, Nevada 89146 

Telephone: (702) 307-9500 

Attorneys for Intervenor Yosef Yafe

 

DISTRICT COURT

 

CLARK COUNTY, NEVADA

 

In the Matter of POINT OF CARE NANO-TECHNOLOGY,
INC., a Nevada Corporation.
  Case No.: A-19-807727-P
    Dept. No.: 14
     
  VOLUNTARY DISMISSAL
WITHOUT PREJUDICE OF
APPLICATION
     
     

 

COMES NOW Custodian of Point of Care Nano-Technology, Inc. through Intervention, Yosef Yafe (“Custodian”), by and through his counsel of record, the law firm of Flangas Law Group, who hereby dismisses the Application for Appointment of Custodian [NRS 78.347(1)(b)]m (“Application”) without prejudice pursuant to NRCP 41(a)(1)(A)(i) as to Respondent Point of Care Nano-Technology, Inc. This Voluntary Dismissal is filed prior to any Answer or Summary Judgment being filed by an opposing party. Nothing herein will constitute a waiver or dismissal of the claims of any other party which has or may have been brought before this Court. Nothing herein shall serve as a waiver or estoppel of Custodian’s rights to bring a subsequent Application. Said Voluntary Dismissal also operates as a dismissal of the entire case. Neither a Request for Trial Setting nor a Scheduling Order has been filed.

 

/ / /

 

/ / /

 

Case Number: A-19-807727-P  

 

 

Additionally, there is no trial date set in this matter.

 

Dated this 12th day of May 2021.

 

  FLANGAS LAW GROUP
   
IT IS SO ORDERE3D  
   
Dated this 14th day of May, 2021 /s/ Kimberly P. Stein
(SIGNATURE)   KIMBERLY P. STEIN, ESQ.
Nevada Bar No. 8675
E-mail: kps@fdlawlv.com
3275 South Jones Blvd., Suite 105
Las Vegas, Nevada 89146
Attorneys for Intervenor Yosef Yafe
 
4EB 816 69C8 14FA
Adriana Escobar  
District Court Judge  

-2-

 

CERTIFICATE OF SERVICE

 

I hereby certify that I am an employee of Flangas Law Group, and that on the 12th day of May, 2021, I did cause a true and correct copy of the foregoing VOLUNTARY DISMISSAL WITHOUT PREJUDICE OF APPLICATION in the above matter, to be served upon:

 

Ayman Elsalhya 

c/o Lou Bevilacqua 

Bevilacqua PLLC 

1050 Connecticut Avenue, NW, Suite 500 

Washington, DC 20036

 

By depositing a copy in the U.S. mail, postage prepaid.

 

  /s/Andi Hughes
  An employee of Flangas Law Group

-3-

 

CSERV

 

DISTRICT COURT
CLARK COUNTY, NEVADA

 

In the Matter of the Petition of Investment Reserves Series Point of Care nano-Technology, Inc. LLC   CASE NO: A-19-807727-P
  DEPT. NO. Department 14
     

 

AUTOMATED CERTIFICATE OF SERVICE

 

This automated certificate of service was generated by the Eighth Judicial District Court. The foregoing Voluntary Dismissal Without Prejudice was served via the court’s electronic eFile system to all recipients registered for e-Service on the above entitled case as listed below:

 

Service Date: 5/14/2021

 

Jay Shafer JShafer@premierlegalgroup.com
   
Leslie Reynolds lmr@fdlawlv.com
   
Kimberly Stein kps@fdlawlv.com
   
Andi Hughes ah@fdlawlv.com

-4-

 

 

Exhibit 23.1

 

K. R. MARGETSON LTD.

331 East 5th Street

North Vancouver BC   V7L 1M1

Canada

Chartered Professional Accountant

Tel: 604.220.7704

Fax: 1.855.603.3228

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

I consent to the use, in the registration statement of Form 10 of Point of Care Nano-Technology, Inc of my report dated October 14, 2021 on my audit of the financial statements of Point of Care Nano-Technology, Inc. as of July 31, 2021 and 2020 and the related statements of operation, stockholders’ deficit and cash flows for each of the two years then ended and the related notes (collectively referred to as the financial statements) and the reference to my firm under the caption “Experts.”

 

 

 

K. R. Margetson Ltd.

North Vancouver BC

Canada

October 15, 2021