POINT OF CARE NANO-TECHNOLOGY, INC. MANAGEMENT REPORT AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS (Form 10-Q)

The following discussion and analysis should be read in conjunction with our unaudited financial statements and accompanying notes to those financial statements that are included elsewhere in this Form 10-Q. Our discussion includes forward-looking statements based on current expectations that involve risks and uncertainties, such as our plans, goals, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements due to a number of factors. We use words such as “anticipate”, “estimate”, “plan”, “project”, “continue”, “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 statement Although we believe that the plans, objectives, expectations and prospects reflected or implied by our forward-looking statements are reasonable, such statements involve risks, uncertainties and other factors that could cause our results, performance or achievements actual results may differ materially from those future results, performance or achievements expressed or implied by such forward-looking statements, and we cannot guarantee that our plans, objectives, expectations and prospects will be achieved.



Overview


We have been incorporated as “Alternative Energy and Environmental Solutions, Inc.” in the state of nevada on June 10, 2010to develop and license innovative biotechnology for the environmentally friendly and cost-effective extraction of natural gas (coal bed methane) from low-production, depleted and abandoned coal mines in the WE We failed to grow this business and ceased its biotechnology-related activities. We changed our name in 2014 to Unique Growth Solutions, Inc. and again in 2015 for Service Point Nano-Technology, Inc.

On February 25, 2015we have entered into a license agreement (the “License Agreement”) with Lamina Equities Corporation (“Lamina”), to license intellectual property for the diagnosis of diseases in humans via a saliva test. In recent years, we have not had the financial resources to pursue business development related to the Lamina license.

Also on April 15, 2021we have agreed to form a subsidiary and to transfer all of our debts relating to the License Agreement business and the License Agreement to this subsidiary to be spun off at Dr Guirguis in exchange for 26,000,000 common shares held by Dr Guirguis. This transaction was closed on
March 26, 2022 with Dr Guirguis relinquish and transfer to us all rights of ownership and interest in the 26,000,000 common shares of our company and our contribution of all our inherited commercial debts and the license agreement to DRG Transfer, Inc.a Nevada company, and the transfer of all outstanding share capital in DRG Transfer, Inc. at Dr Guirguis.

Our plan of operation for the next 12 months is to seek out and acquire new business assets in the life sciences industry and to commence operations with these new assets. To this end, on April 11, 2022we, through our wholly owned subsidiary, Duo Sciences Inc. (“DSI”), has acquired an exclusive license to distribute certain intellectual property rights in the field of animal nutrition and animal supplements from Cedoga Consulting, LLCand on April 19, 2022we have, 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 Cedoga’s intellectual property.



Recent Events


On June 8, 2022we have received approval from Financial Sector Regulatory Authority the 50:1 reverse stock split of our outstanding common shares. The reverse stock split was reflected in the price per share of our common stock on the OTC Markets pink level on June 9, 2022.



RESULTS OF OPERATIONS


Comparison of the three months ended April 30, 2022 and 2021



Revenues


Our total turnover was $100,000 and $-0– for periods of three months ended April 30, 2022 and 2021, respectively. The increase in turnover is due to the licensing rights generated by the exclusive sales and promotion agreement that we signed with Lucy on April 19, 2022.



Cost of Goods Sold


Our cost of goods sold was $-0– for each of the three-month periods ended April 30, 2022 and 2021.

Operating expenses (including selling, general and administrative expenses)

For the three-month period ended April 30, 2022our operating expenses went to $105,837 of $-0– for the completed three-month period April 30, 2021. The increase is primarily due to royalties and increased consulting, legal, filing and investor fees.



Net Other Income (Expense)


Our other net income (expense) was $-0– for each of the three-month periods ended April 30, 2022 and 2021.

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Income Tax Expense


The income tax expense was $-00 for each of the three-month periods ended April 30, 2022 and 2021.



Net Loss


Due to the above factors, we recorded a net loss of $5,837 for the three-month period ended April 30, 2022compared to $0 for the three-month period ended April 30, 2021.

Comparison of the nine months ended April 30, 2022 and 2021



Revenues


Our total turnover was $100,000 and $-0– for the periods of nine months ended April 30, 2022 and 2021, respectively. The increase in revenue is due to license fees generated by the sales and promotion agreement we signed with Lucy on April 19, 2022.

Operating expenses (including selling, general and administrative expenses)

For the nine-month period ended April 30, 2022our operating expenses went to $161,887 of $-0– for the nine-month period ended April 30, 2021. The increase is primarily due to royalties and increased consulting, legal, filing and investor fees.



Net Other Income (Expense)


For each of the nine-month periods ended April 30, 2022 and 2021, we had other net income (expenses) of $-0-.



Income Tax Expense


The income tax expense was $-0– for each of the nine-month periods ended April 30, 2022 and 2021.



Net Loss


Due to the above factors, we recorded a net loss of $61,887 for the nine-month period ended April 30, 2022compared to $-0– for the nine-month period ended April 30, 2021.

CASH AND CAPITAL RESOURCES

To April 30, 2022we have had $100 in cash, compared to $0 at April 30, 2021. To
April 30, 2022our cumulative shareholder deficit was $120,274,254 compared to $120,212,367 at July 31, 2021. There is substantial doubt as to our ability to continue our business.

We had no cash flow for the two years ended July 31, 2021 and 2020 and following quarters. Going forward, we expect our cash flows to be dependent on the timely and successful market entry of our planned strategic offerings.

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