The following discussion and analysis should be read in conjunction with our unaudited financial statements and the notes to those financial statements that are included elsewhere in this Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," "predict," and similar expressions to identify forward-looking statements. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved..





Overview

We were incorporated as Alternative Energy & Environmental Solutions, Inc. in the State of Nevada on June 10, 2010, and since that time we have attempted to develop certain technologies but have failed in these business endeavors. We changed our name in 2014 to Unique Growing Solutions, Inc. and again in 2015 to Point of Care Nano-Technology, Inc.

Our current plan of operation is to seek and acquire new business assets in the life sciences industry and begin operations with these new assets. To that end, on April 11, 2022, we, through our wholly owned subsidiary, Duo Sciences Inc. ("DSI"), acquired an exclusive license to distribute certain intellectual property in animal nutrition and animal supplements from Cedoga Consulting, LLC. On April 19, 2022, we, through DSI, signed an exclusive sales and promotion agreement with Lucy Pet Products Inc. ("Lucy") pursuant to which Lucy will manufacture, market and distribute on our behalf pet products created from the Cedoga intellectual property.



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On December 12, 2022, the Company entered into an asset purchase agreement with Global Foods Group, LLC ("GFG") and its principal shareholder pursuant to which it agreed to acquire substantially all of the assets of GFG, consisting of assets relating to the sugar substitute that GFG has been developing, Jaca®. In exchange for the Jaca related assets, the Company will issue to GFG and its designees 7,000,000 shares of the Company's common stock. Upon the closing of this transaction, which will effect a change of control of the Company, Peter Ferrari, the principal of the controlling member of GFG, will become the CEO and a director of the Company and Nicholas DeVito, the current CEO and controlling stockholder of the Company though the 1,000 shares of super-majority Class A Preferred Stock that he holds, will retain his positions with the Company as Treasurer, Secretary and Chief Financial Officer and director, and he will exchange his Class A Preferred shares for 2,000,000 shares of the common stock of the Company. The closing of this acquisition is contingent upon, among other things, GFG's raising a minimum of $1,500,000 to be contributed to the Company upon closing as part of the purchased assets, for working capital purposes. There can be no assurances that GFG will be able to raise these funds or that this acquisition will successfully close.





RESULTS OF OPERATIONS

Comparison of Three Months Ended October 31, 2022 and 2021





Revenues

Our total revenue was $0 for the three-month periods ended October 31, 2022 and 2021, respectively.





Cost of Goods Sold

Our cost of goods sold was $0 for the three-month periods ended October 31, 2022 and 2021, respectively.

Operating Expenses (including Selling, General and Administrative Expenses)

For the three months ended October 31, 2022, our operating expenses increased to $ 28,071 from $ 42,255 for the three months ended October 31, 2021. The increase was primarily due to increased consulting, legal, filing and investor expenses.





Net Other Income (Expense)

Our net other income (expenses) was $0 for the three-month periods ended October 31, 2022 and 2021, respectively.





Income Tax Expense

Income tax expense was $0 and $0 for the three-month period ended October 31, 2022 and 2021, respectively.





Net Loss

As a result of the foregoing factors, we had a net loss of $ (28,070) for the three months ended October 31, 2022, as compared to $(42,255) for the three months ended October 31, 2021.

LIQUIDITY AND CAPITAL RESOURCES

At October 31, 2022, we had $ 5,849 in cash, compared to $ -0- at October 31, 2021. At October 31, 2022, our accumulated deficit was $120,303,952 compared to $120,275,882 at July 31, 2022. There is substantial doubt as to our ability to continue as a going concern.

The Company has had no cash flow for the fiscal quarters ended October 31, 2022 and 2022 as well as none for the two years ended July 31, 2022 and 2021. In the future, the Company's cash flow will depend on the timely and successful market entry of the Company's expected strategic offerings, although we cannot guarantee that we will be successful in our strategic offering efforts.

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