Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2015

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______.

Commission File Number: 333-170118

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 organization)

(I.R.S. Employer

Identification No.)

100 Europa Drive

Chapel Hill, NC

27517

(Address of principal executive offices)

(Zip Code)

919-933-2720

(Registrant’s telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller Reporting Company	☒
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 24, 2015, there were 44,859,253 shares, $0.0001 par value per share, of common stock outstanding.

POINT OF CARE NANO-TECHNOLOGY, INC.

(F/K/A UNIQUE GROWING SOLUTIONS, INC.)

Quarterly Report on Form 10-Q for the

Period Ended April 30, 2015

INDEX

PART I— FINANCIAL INFORMATION

Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4.	Control and Procedures	17

PART II— OTHER INFORMATION

Item 1.	Legal Proceedings	17
Item 1A.	Risk Factors	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Mine Safety Disclosures	18
Item 5.	Other Information	18
Item 6.	Exhibits	18

SIGNATURES		19

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management, any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS REPORT

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Point of Care Nano-Technology, Inc. (f/k/a Unique Growing Solutions, Inc.). “SEC” refers to the Securities and Exchange Commission.

Except as otherwise indicated, the information presented in this 10-Q reflects our 3-for-1 forward stock split, which became effective as of August 22, 2012.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

Condensed Balance Sheets

	April 30, 2015			July 31,
	(Unaudited)			2014
ASSETS

Current Assets
Cash	$	2,864		$	177,181
Total Assets	$	2,864		$	177,181

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
Accounts Payable & Accrued Expenses	$	172,041		$	218,727
Accrued Interest Payable		9,938			4,313
Notes Payable		105,478			26,034
Notes Payable - Related Party		-			100,000
Total Liabilities		287,457			349,074

Commitments and Contingencies (See Note 5)

Stockholders' Deficiency
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.0001 par value; 100,000,000 shares authorized,44,859,253 shares and 18,406,528 issued and outstanding, respectively		4,486			1,841
Subscription receivable		(18,859	)		-
Additional paid-in capital		119,661,556			1,087,328
Accumulated deficit		(119,931,776	)		(1,261,062	)
Total Stockholders' Deficiency		(284,593	)		(171,893	)
Total Liabilities and Stockholders' Deficiency	$	2,864		$	177,181

See accompanying notes to unaudited condensed financial statements

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

Condensed Statements of Operations

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	April 30, 2015			April 30, 2014			April 30, 2015			April 30, 2014
Operating Expenses
Professional fees	$	24,185		$	12,017		$	42,855		$	35,357
Consulting Expense		15,000			13,500			95,500			40,663
Stock Based Compensation - Settlement Agreement		-			-			260,000			-
Stock Based Compensation - Officer		118,125,000			-			118,125,000			-
Salary - Officer		94,000			-			94,000			-
General and Administrative		16,448			24,910			38,329			67,283
Total Operating Expenses		118,274,633			50,427			118,655,684			143,303

LOSS FROM OPERATIONS BEFORE INCOME TAXES		(118,274,633	)		(50,427	)		(118,655,684	)		(143,303	)

Other Expenses
Interest Expense		(5,387	)		(5,259	)		(15,030	)		(13,653	)

Provision for Income Taxes		-			-			-			-

NET LOSS	$	(118,280,020	)	$	(55,686	)	$	(118,670,714	)	$	(156,956	)

Net Loss Per Share - Basic and Diluted	$	(3.19	)	$	(0.00	)	$	(4.83	)	$	(0.01	)

Weighted average number of shares outstanding during the period - Basic and Diluted		37,045,314			18,077,550			24,547,889			18,077,550

See accompanying notes to unaudited condensed financial statements

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

Condensed Statement of Changes in Stockholders' Deficiency

For the nine months ended April 30, 2015

(Unaudited)

	Preferred Stock				Common stock						Additional paid-in			Accumulated			Subscription			Stockholders'
	Shares		Amount		Shares			Amount			capital			Deficit			Receivable			Deficiency

Balance, July 31, 2014		-	$	-		18,406,528		$	1,841		$	1,087,328		$	(1,261,062	)		-		$	(171,893	)

In kind contribution of services		-		-		-			-			10,400			-			-			10,400

Payment of expenses on Company's behalf		-		-		-			-			2,612			-			-			2,612

Stock based compensation - settlement		-		-		100,000			10			259,990			-			-			260,000

Stock based compensation - officer		-		-		37,500,000			3,750			118,121,250			-			-			118,125,000

Cancellation of shares		-		-		(11,500,000	)		(1,150	)		(113,850	)		-			-			(115,000	)

Proceeds from exercise of warrants		-		-		352,725			35			292,726			-			(18,859	)		273,902

In kind contribution of interest		-		-		-			-			1,100			-			-			1,100

Net loss for the nine months ended April 30, 2015		-		-		-			-			-			(118,670,714	)		-			(118,670,714	)

Balance, April 30, 2015		-	$	-		44,859,253		$	4,486		$	119,661,556		$	(119,931,776	)	$	(18,859	)	$	(284,593	)

See accompanying notes to unaudited condensed financial statements

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

Condensed Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended
	April 30, 2015			April 30, 2014
Cash Flows Used in Operating Activities:
Net Loss	$	(118,670,714	)	$	(156,956	)
Adjustments to reconcile net loss to net cash used in operations
Bad debt expense		-			25,000
Stock based compensation - settlement agreement		260,000			-
Stock based compensation - officer		118,125,000			-
In-kind contribution of services		10,400			11,700
In-kind contribution of interest		1,100			458
Payments of expenses on the Company's behalf		2,612			-
Changes in operating assets and liabilities:
Increase in note receivable		-			(25,000	)
Increase(Decrease) in accounts payable and accrued expenses		(41,061	)		59,469
Net Cash Used In Operating Activities		(312,663	)		(85,329	)

Cash Flows From Financing Activities:
Proceeds from note payable		114,444			-
Repayment of loan payable		(35,000	)		-
Proceeds from loan payable- Related party		-			101,500
Repayment of loan payable - Related party		(100,000	)		(11,217	)
Common shares repurchased for cancellation		(115,000	)		-
Proceeds from exercise of warrants		273,902			-
Net Cash Provided by Financing Activities		138,346			90,283

Net Increase (Decrease) in Cash		(174,317	)		4,954

Cash at Beginning of Period		177,181			125

Cash at End of Period	$	2,864		$	5,079

Supplemental Disclosure of Cash Flow Information:

Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Proceeds from warrant exercise for subscription receivable	$	18,859		$	-

See accompanying notes to unaudited condensed financial statements

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Organization and Basis of Presentation

Alternative Energy and Environmental Solutions, Inc. (the "Company") was incorporated under the laws of the State of Nevada on June 10, 2010 to market an innovative new biotechnology that utilizes nutrient stimulants - organic microbes - to extract coalbed methane more efficiently in high-production as well as from low-producing, depleted and abandoned coalmines in the U.S. Coalbed methane is a clean-burning natural gas used for heating in homes and is used to generate electricity.

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.”

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.”

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management’s opinion however, that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

(B) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates. Significant estimates include valuation of equity based on transactions and the valuation on deferred tax assets.

(C) Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents. At April 30, 2015 and July 31, 2014, the Company had no cash equivalents.

(D) Loss Per Share

In accordance with the accounting guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, Earnings per Share, basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

Since the Company reflected a net loss for the nine months ended April 30, 2015 and 2014, the effect of 5,473,397 and 6,155,100 warrants, respectively, is anti-dilutive. A separate computation of diluted loss per share is not presented.

(E) Income Taxes

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 Topic 740, 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.

(F) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(G) Revenue Recognition

The Company will recognize revenue on arrangements in accordance with FASB ASC Topic 605, Revenue Recognition. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(UNAUDITED)

(H) Fair Value of Financial Instruments

The carrying amounts on the Company’s financial instruments including accounts payable and notes payable, approximate fair value due to the relatively short period to maturity for these instruments.

(I) Recent Accounting Pronouncements

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-03, “ Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, is to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-04, “Compensation – Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer’s Defined Benefit Obligation and Plan Assets”, permits the entity to measure defined benefit plan assets and obligations using the month-end that is closest to the entity’s fiscal year-end and apply that practical expedient consistently from year to year. The ASU is effective for public business entities for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-05, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”, provides guidance to customers about whether a cloud computing arrangement includes a software license. If such an arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If the arrangement does not include a software license, the customer should account for it as a service contract. For public business entities, the ASU is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. Early application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In April 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-06, “Earnings Per Share (Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions”, specifies that, for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”. The update gives entities a single comprehensive model to use in reporting information about the amount and timing of revenue resulting from contracts to provide goods or services to customers. The proposed ASU, which would apply to any entity that enters into contracts to provide goods or services, would supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the Codification. Additionally, the update would supersede some cost guidance included in Subtopic 605-35, Revenue Recognition – Construction-Type and Production-Type Contracts. The update removes inconsistencies and weaknesses in revenue requirements and provides a more robust framework for addressing revenue issues and more useful information to users of financial statements through improved disclosure requirements. In addition, the update improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. The update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

In August 2014, the FASB issued Accounting Standards Update “ASU” 2014-15 on “Presentation of Financial Statements Going Concern (Subtopic 205-40) - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this Update are effective for public and nonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. We are currently reviewing the provisions of this ASU to determine if there will be any impact on our results of operations, cash flows or financial condition.

All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(UNAUDITED)

NOTE 2 NOTES PAYABLE

On October 10, 2014, the Company issued an unsecured promissory note to an unrelated party in the amount of $100,000 which is due on or before the 90^th day from October 10, 2014. On March 2, 2015, the company repaid $35,000 of the loan. The remaining loan balance due is $65,000 as of April 30, 2015. The note bears interest at a rate of 9% per annum. As of April 30, 2015, the Company recorded $4,519 in accrued interest and the note is in default.

On August 29, 2014 the Company entered into a promissory note with an unrelated party. This is a non-interest bearing loan for $14,444 and is due on demand. For the nine months ended April 30, 2015 the Company recorded $795, as an in-kind contribution of interest (see note 4(A)).

On November 13, 2012, the Company received $6,034 from an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. For the year ended July 31, 2014 the Company recorded $387 as an in-kind contribution of interest. For the nine months ended April 30, 2015 and 2014 the Company recorded $304 and $287 respectively, as an in-kind contribution of interest (see Note 4(A)).

On August 23, 2011, the Company issued an unsecured promissory note in the amount of $10,000 which was due on August 23, 2012 and bearing compounding interest at a rate of 6% per annum. Interest on the outstanding principal balance is payable quarterly in arrears on the last day of each calendar quarter. The Company is currently in default of this note and expects to make the necessary payments whenever the Company is able to make such payments. Then on December 28, 2011, the Company issued an additional unsecured promissory note in the amount of $10,000 which was due on December 28, 2012 and bearing compounding interest at a rate of 6% per annum. Interest on the outstanding principal balance is payable quarterly in arrears on the last day of each calendar quarter. The Company is currently in default of these notes and expects to make the necessary payments whenever the Company is able to make such payments. As of April 30, 2015 and April 30, 2014, the Company recorded $4,663 and $3,237, in accrued interest, respectively.

NOTE 3 NOTES PAYABLE - RELATED PARTY

On November 4, 2013, the Company issued an unsecured promissory note to a related party in the amount of $100,000 which is due on February 3, 2014. The note bears interest at a rate of 8% per annum. On August 1, 2014 the Company repaid the $100,000 note and $5,333 of accrued interest. As of April 30, 2015 and July 31, 2014, the Company recorded $0 and $6,060, respectively, in accrued interest (see Note 6).

During the year ended July 31, 2013, a related party paid $2,023 in expenses on Company’s behalf in exchange for a note payable. Pursuant to the terms of the note, the note was non-interest bearing, unsecured and was due on demand. During the year ended July 31, 2014, the same related party paid $1,500 in expenses on the Company’s behalf in exchange for a note payable. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand.. For the year ended July 31, 2014 the Company recorded $42 as an in-kind contribution of interest. The note was repaid in full during the year ended July 31, 2014 (see Notes 4(A) & 6).

On June 10, 2013, the Company received $7,694 from a related party. Pursuant to the terms of the note, the note was non-interest bearing, unsecured and was due on demand. For the year ended July 31, 2014, the Company recorded $129 as an in-kind contribution of interest. The note was repaid in full during the year ended July 31, 2014 (see Notes 4(A) & 6).

NOTE 4 STOCKHOLDERS’ DEFICIENCY

(A) In-Kind Contribution

For the nine months ended April 30, 2015, a shareholder of the Company contributed services having a fair value of $10,400 (See Note 6).

For the year ended July 31, 2014, a shareholder of the Company contributed services having a fair value of $15,600 (See Note 6).

For the nine months ended April 30, 2015, the Company recorded a total of $1,100 as an in-kind contribution of interest (See Notes 2 & 6).

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(UNAUDITED)

For the year ended July 31, 2014, the Company recorded a total of $557 as an in-kind contribution of interest (See Notes 2, 3 & 6).

(B) Warrants

The following tables summarize all warrant grants for the nine months ended April 30, 2015, and the related changes during these periods are presented below.

	Number of Warrants			Weighted Average Exercise
Warrants
Balance at July 31, 2014		5,826,122		$	0.83
Granted		-			-
Exercised		(352,725	)		-
Forfeited		-			-
Balance at April 30, 2015		5,473,397			0.83
Warrants exercisable at April 30, 2015		5,473,397		$	0.83

Of the total warrants outstanding, 5,473,397 are fully vested, exercisable and non-forfeitable.

These warrants are immediately exercisable at $0.83 per share and are immediately callable by the Company if the Company’s common stock trades for a period of 20 consecutive days at an average trading price of $1.00 per share or greater. This option gives the Company the right, but not the obligation to repurchase the shares of common stock. During the nine months ended April 30, 2015 and year ended July 31, 2014, the average trading price exceeded $1.00 per share and the options are callable by the Company, although none have been called to date.

During the nine months ended April 30, 2015, the Company issued 352,725 shares of common stock, in connection with the exercise of stock warrants, for proceeds of approximately $273,902 and a subscription receivable of $18,859.

During the year ended July 31, 2014, the Company issued 328,978 shares of common stock, in connection with the exercise of stock warrants, for proceeds of approximately $273,056.

(C) Payments made on the Company’s behalf

For the nine months ended April 30, 2015, a related party paid legal expenses on behalf of the Company totaling $2,612, which was forgiven and recorded as an in-kind contribution of capital.

(D) Common stock issued in connection with release and settlement agreement

For the nine months ended April 30, 2015, the Company issued 100,000 shares valued at $260,000 ($2.60/share), in connection with release and settlement agreement entered on October 7, 2014 (See Note 5).

(E) Common stock cancellations

On February 25, 2015, the Company entered into two separate Cancellation Agreements, one with the former sole officer and sole director, and one with an affiliate of the Company under which a total of 11,500,000 shares of the Company’s common stock, par value $0.0001 per share, were cancelled and in return the two persons received an aggregate of $115,000.

(F) Common stock issued in connection with employment agreement

On February 26, 2015, the Company entered into an employment agreement with its new CEO. For the nine months ended April 30, 2015, the Company issued 37,500,000 shares valued at a fair value of $118,125,000 ($3.15/share). Fair value is based on the closing price of the stock on the date of grant.

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(UNAUDITED)

NOTE 5 COMMITMENTS AND CONTINGENCIES

On June 4, 2010, the Company entered into a consulting agreement with a related party to receive administrative and other miscellaneous services. The Company is required to pay $4,500 a month. The agreement is to remain in effect unless either party desires to cancel the agreement.

On August 1, 2014, the Company entered into an Employment Agreement with a member of the board of directors to serve as the Chief Executive Officer, President, and Chief Financial Officer of the Company. Pursuant to the Agreement and in consideration for his services as the sole officer of the Company, the Company immediately issued 25 million shares of the Company’s common stock to the new CEO. At the time, the CEO had control of over 50% of the Company’s common stock, giving the CEO control of the Company. In addition, pursuant to the Agreement, the CEO was to be paid $240,000 in base salary per year and, once a Certificate of Designation of “Series A Preferred Stock” was filed with the Secretary of State of the State of Nevada, the CEO was to be issued shares of the Company’s Series A Series Preferred Stock. Subsequently, on October 7, 2014, the Company entered into a settlement and release agreement with the CEO. In connection with the release and settlement agreement, the CEO submitted his resignation and the future issuance of shares of preferred stock was cancelled.

In addition, the Company agreed to the following additional terms in connection with the release:

	●	Payment of $40,000 to the old CEO which represented two months of salary. This was paid during October 2014.

	●	Payment of a one-time consulting fee of $12,000 to the old CEO. This was paid during October 2014.

	●	The old CEO has returned the physical share certificates evidencing his ownership of 25 million shares of the Company’s common stock and the Company instructed its transfer agent to cancel these 25 million shares. This occurred on December 11, 2014.

	●	The Company is required to: (i) issue 100,000 shares of the Company’s common stock to the old CEO; and (ii) change its name from Unique Growing Solutions to another name. For the nine months ended April 30, 2015, the Company issued 100,000 shares valued at $260,000 ($2.60/share) (See Note 4(D)). 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."

	●	In the event that an additional agreed upon event occurs, the Company shall issue an additional 100,000 shares of the Company’s common stock to the old CEO. During the nine months ended April 30, 2015, no additional agreed upon events have occurred.

On February 25, 2015, the Company signed an Employment Agreement with Dr. Guirguis (the “Employment Agreement”). Pursuant to the Employment Agreement, the Company appointed Dr. Guirguis as Chief Executive Officer of the Company effective as of February 26, 2015 (the “Employment Effective Date”). The Company will pay Dr. Guirguis an annual salary of $350,000. In addition, within twenty days of the Employment Effective Date, the Company will issue 37,500,000 shares of the Company’s common stock to Dr. Guirguis (the “Stock Issuance”). The Stock Issuance will result in a change of control of the Company. For the nine months ended April 30, 2015, the Company issued 37,500,000 shares with a fair value of $118,125,000 ($3.15/share), (See Note 4(F)), Fair value is based on the closing price of the stock on the date of grant. In addition, during the nine months ended April 30, 2015, the Company paid expenses previously incurred by CEO in the amount of $45,000 and was recorded as an additional compensation expense and approved by the Company’s Board of Directors. For the nine months ended April 30, 2015 the compensation expense is $94,000.

On February 25, 2015, the Company entered into a License Agreement with Lamina Equities Corporation (“Lamina”). Lamina is a private corporation over which Dr. Raouf Guirguis has sole control. Pursuant to the License Agreement, the Company agreed to pay $1,000 to Lamina in exchange for an exclusive worldwide license to Lamina’s intellectual property relating to diagnosing illness in humans via a saliva test. In addition, the Company will pay total regulatory milestone payments of up to $10,000 and a royalty of 7.5% of Net Sales to Lamina based on the following terms within 30 days after the achievement of each of the following milestones:

	●	First receipt of notice from the FDA of product approval $4,000

	●	First commercial sale of a product in the United States $5,000

	●	First commercial sale of a product in any country or territory outside the United States after receipt of all requisite Regulatory approvals in such country $1,000

	●	After first commercial sale a royalty on net sales of 7.5% during each calendar year.

For the nine months ended April 30, 2015 the Company paid and expensed $1,000 for the licensing rights and no other milestones have been met.

Point of Care Nano-Technology, Inc.

(f/k/a Unique Growing Solutions, Inc.)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2015

(UNAUDITED)

NOTE 6 RELATED PARTY TRANSACTIONS

On November 19, 2014, the Company recorded $7,500 as a bonus to the former CEO, for his extra time involved with negotiating and concluding the settlement and release agreement with the CEO with the employment agreement dated August 1, 2014 and the release date of October 7, 2014.

On November 4, 2013, the Company issued an unsecured promissory note to a related party in the amount of $100,000 due February 3, 2014 and bearing interest at a rate of 8% per annum. On August 1, 2014 the Company repaid $100,000 of the loan balance and $5,333 of accrued interest. As of April 30, 2015 and July 31, 2014, the Company recorded $0 and $6,060, respectively, in accrued interest (See Note 3).

For the nine months ended April 30, 2015, a related party paid legal expenses on behalf of the Company totaling $2,612, which was forgiven and recorded as an in-kind contribution of capital (See Note 4 (C)).

During the year ended July 31, 2013, a related party paid $2,023 in expenses on Company’s behalf in exchange for a note payable. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. During the year ended July 31, 2014, the same related party paid $1,500 in expenses on the Company’s behalf in exchange for a note payable. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. For the year ended July 31, 2014 the Company recorded $42 as an in-kind contribution of interest. The note was repaid in full during the year ended July 31, 2014 (See Notes 3 & 4(B)).

During the year ended July 31, 2013 the Company received $7,694 from a related party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. The note was repaid in full during the year ended July 31, 2014 (See Notes 3 & 4(B)).

For the nine months ended April 30, 2015, the Company recorded a total of $1,100 as an in-kind contribution of interest (See Note 4).

For the year ended July 31, 2014 the Company recorded a total of $557 as an in-kind contribution of interest (See Notes 2, 3 & 4(B)).

For the nine months ended April 30, 2015, a shareholder of the Company contributed services having a fair value of $10,400 (See Note 4 (A)).

For the year ended July 31, 2014, a shareholder of the Company contributed services having a fair value of $15,600 (See Note 4(A)).

NOTE 7 NOTE RECEIVABLE

On November 13, 2013 the Company advanced $25,000 to an unrelated party. Pursuant to the terms of the note, the note is non-interest bearing, unsecured and is due on demand. The Company recorded an allowance for doubtful accounts of $25,000 as of April 30, 2015 and July 31, 2014 for this note.

NOTE 8 GOING CONCERN

As reflected in the accompanying financial statements, the Company has minimal operations, a working capital and stockholders’ deficiency of $284,593, used cash in operations of $312,663 and has a net loss of $118,670,714 for the nine months ended April 30, 2015. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following plan of operations provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Overview and Plan of Operation

The Company was incorporated as “Alternative Energy & Environmental Solutions, Inc.” in the State of Nevada on June 10, 2010 to bring to market and license its innovative new 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.

On August 22, 2012, a three–for-one forward stock split was declared effective for stockholders of record on June 5, 2012.

On February 25, 2015, the Company entered into a License Agreement (the “License Agreement”) with Lamina Equities Corporation (“Lamina”). Lamina is a private corporation over which Dr. Raouf Guirguis has sole control. Pursuant to the License Agreement, the Company agreed to pay $1,000 to Lamina in exchange for an exclusive worldwide license to Lamina’s intellectual property relating to diagnosing illness in humans via a saliva test. In addition, the Company will pay total regulatory milestone payments of up to $10,000 and a royalty of 7.5% of Net Sales (as defined in the License Agreement) to Lamina.

The Company’s new business model relates to using its license from Lamina to first develop and then manufacture saliva-based medical diagnosis products. The Company is no longer engaged in the extraction of natural gas (coalbed methane) from low-producing, depleted and abandoned coal mines in the U.S.

In addition to developing the medical diagnosis products, the Company’s plan of operation over the next 12 months is to continue to decrease costs of operation. The Company cannot make any guarantee that it will be successful in decreasing its costs of operation.

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.”

Change in Control

Simultaneously with the signing of the License Agreement, on February 25, 2015, the Company entered into two separate Cancellation Agreements. One Cancellation Agreement was with Mr. Peter Coker, formerly its sole officer and sole director, and one Cancellation Agreement was with Ms. Linda Hiatt, formerly an affiliate of the Company (collectively, the “Cancellation Agreements”). Pursuant to the Cancellation Agreements, Mr. Coker and Ms. Hiatt agreed to have the Company cancel, in total, 11,500,000 shares of the Company’s common stock that they used to own. In return, Mr. Coker and Ms. Hiatt received a total of $115,000 from the Company.

Simultaneously with the signing of the License Agreement, on February 25, 2015, the Company signed an Employment Agreement with Dr. Guirguis (the “Employment Agreement”). Pursuant to the Employment Agreement, the Company appointed Dr. Guirguis as Chief Executive Officer of the Company effective as of February 26, 2015 (the “Employment Effective Date”). Dr. Guirguis is also a member of the Company’s board of directors. The Company will pay Dr. Guirguis an annual salary of $350,000. In addition, the Company issued 37,500,000 shares of the Company’s common stock to Dr. Guirguis (the “Stock Issuance”). Dr. Guirguis chose to have the Company issue some of the Stock Issuance shares to other people including 1,500,000 shares issued to Mr. Ayman Elsalhy, a member of the Company’s board of directors. Dr. Guirguis now controls 26,000,000 shares directly and 2,500,000 shares indirectly via his wife’s ownership of those shares. Dr. Guirguis controls 63.53% of the Company’s shares.

Limited Operating History

We have not previously demonstrated that we will be able to expand our business. We cannot guarantee that the expansion efforts described in this annual report will be successful. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our renovation services offering.

Results of Operations

Comparison for the three months ended April 30, 2015 and 2014

Revenue: Revenues for the three months ended April 30, 2015 were $0, compared with $0 in the three months ended April 30, 2014, reflecting no change, which was primarily attributable to the lack of ability to secure a strategic partner and operations to generate revenue.

Total Operating Expenses: Total operating expenses for the three months ended April 30, 2015 were $118,274,633 compared with $50,427 in the three months ended April 30, 2014, reflecting an increase of $118,224,206. The increase was primarily attributable to the stock based compensation of Dr. Guirguis, our Chief Executive Officer.

Loss from Operations: Loss from operations for the three months ended April 30, 2015 were $118,274,633 compared with $50,427 in the three months ended April 30, 2014, reflecting an increase of $118,224,206. The increase was primarily attributable to the stock based compensation of Dr. Guirguis, our Chief Executive Officer.

Net loss: We incurred a net loss of $118,280,020 in the three months ended April 30, 2015, compared to a net loss of $55,686 in the three months ended April 30, 2014, reflecting an increase of $118,224,334. The increase was primarily attributable to the stock based compensation of Dr. Guirguis, our Chief Executive Officer.

Comparison for the nine months ended April 30, 2015 and 2014

Revenue: Revenues for the nine months ended April 30, 2015 were $0, compared with $0 in the nine months ended April 30, 2014, reflecting no change, which was primarily attributable to the lack of ability to secure a strategic partner and operations to generate revenue.

Total Operating Expenses: Total operating expenses for the nine months ended April 30, 2015 were $118,655,684 compared with $143,303 in the nine months ended April 30, 2014, reflecting an increase of $118,512,381. The increase was primarily attributable to the stock based compensation of Dr. Guirguis, our Chief Executive Officer.

Loss from Operations: Loss from operations for the nine months ended April 30, 2015 were $118,655,684 compared with $143,303 in the nine months ended April 30, 2014, reflecting an increase of $118,512,381. The increase was primarily attributable to the stock based compensation of Dr. Guirguis, our Chief Executive Officer.

Net loss: We incurred a net loss of $118,670,714 in the nine months ended April 30, 2015 compared to a net loss of $156,956 in the nine months ended April 30, 2014, reflecting an increase of $118,513,758. The increase was primarily attributable to the stock based compensation of Dr. Guirguis, our Chief Executive Officer.

Liquidity and Capital Resources

We receive cash from warrant exercises and notes payable. If we determine that we need more money to build our business, we will seek alternative sources, like a private placement of securities or loans from our officers or others. At the present time, we do not have enough cash to continue operations for 12 months and we have not made any arrangements to raise additional cash. If we are unable raise additional cash we will either have to suspend or cease our expansion plans entirely. Other than as described in this Report, we have no other financing plans.

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.

As reflected in the accompanying financial statements, the Company has minimal operations, a working capital and stockholders’ deficiency of $284,593, used cash in operations of $312,663 and had a net loss of $118,670,714 for the nine months ended April 30, 2015. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Critical Accounting Policies

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 Topic 740, 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.

Recent Accounting Pronouncements

All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.

Off Balance Sheet Transactions

None.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information required by this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company's management, including the Company's Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including the Company's CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure as a result of continuing material weaknesses in its internal control over financial reporting.

During the assessment of the effectiveness of internal control over financial reporting, our management identified material weaknesses related to the lack of requisite U.S. generally accepted accounting principles (GAAP) expertise of our Chief Financial Officer and our internal bookkeeper. This lack of expertise to prepare our financial statements in accordance with U.S. GAAP without the assistance of the outside accounting consultant hired to ensure that our financial statements are prepared in accordance with U.S. GAAP constitutes a material weakness in our internal control over financial reporting. In order to mitigate the material weakness, we engaged an outside accounting consultant to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity to U.S. GAAP. This outside accounting consultant has significant experience in the preparation of financial statements in conformity with U.S. GAAP. We believe that the engagement of this consultant will lessen the possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis, and we will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate. We expect to continue to rely on this outside consulting arrangement to supplement our internal accounting staff for the foreseeable future. Until such time as we hire the proper internal accounting staff with the requisite U.S. GAAP experience, however, it is unlikely we will be able to remediate the material weakness in our internal control over financial reporting.

Changes in Internal Controls over Financial Reporting

There were no changes that occurred to our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On March 3, 2015, the Company issued 37,500,000 shares of the Company’s common stock to Dr. Guirguis as part of the Employment Agreement. Dr. Guirguis chose to have the Company issue 11,500,000 of these shares to other people including 1,500,000 shares issued to Mr. Ayman Elsalhy, a member of the Company’s board of directors and 2,500,000 shares to Dr. Guirguis’ wife.

On April 21, 2015, the Company, due to the exercise of warrants at $0.83 per share issued a total of 405,300 shares of common stock to four individuals. This resulted in total proceeds to the Company of $336,399. The Company received $62,499 of this money in July 2014 and $273,900 of this money in February 2015.

On April 29, 2015, the Company, due to the exercise of warrants at $0.83 per share issued a total of 22,725 shares of common stock to one individual. This resulted in total proceeds to the Company of $18,861.75. The Company received this money in May 2015.

The above shares were issued in reliance on the exemption under Section 4(2) of the Securities Act. These shares of our common stock qualified for exemption under Section 4(2) since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, manner of the issuance and number of shares issued. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the investors had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

Item 3. Defaults Upon Senior Securities.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Description
10.1 *		License Agreement with Lamina Equities Corporation, dated February 25, 2015.

31.1 **		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 **		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 +		Certification of Principal Executive Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 +		Certification of Principal Financial Officer, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS *		XBRL Instance Document

101.SCH *		XBRL Taxonomy Schema

101.CAL *		XBRL Taxonomy Calculation Linkbase

101.DEF *		XBRL Taxonomy Definition Linkbase

101.LAB *		XBRL Taxonomy Label Linkbase

101.PRE *		XBRL Taxonomy Presentation Linkbase

* The License Agreement with Lamina Equities Corporation, dated February 25, 2015 was previously filed with the Company’s Current Report on Form 8-K filed with the SEC on February 27, 2015. It is being re-filed to correct a typo in the Exhibit as filed on February 27, 2015. The President of the Company who signed the License Agreement was Peter Coker.

** Filed herewith.

+ In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

SIGNATURES

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

	Point of Care Nano-Technology, Inc.

	By:	/s/ Raouf Guirguis
		Raouf Guirguis
		Chief Executive Officer (Principal Executive Officer)
	Dated: June 26, 2015

	By:	/s/ Peter Coker
		Peter Coker
		Chief Financial Officer (Principal Financial and Accounting Officer)
	Dated: June 26, 2015

Exhibit 10.1

LICENSE AGREEMENT

between

UNIQUE GROWING SOLUTIONS, INC.

(f/k/a Alternative Energy & Environmental Solutions, Inc.)

and

LAMINA EQUITIES CORPORATION

Dated February 25, 2015

LICENSE AGREEMENT

This License Agreement (the “Agreement”) is made and entered into February 25, 2015 (the “Effective Date”) by and between Lamina Equities Corporation, a Nevada corporation (“Lamina”) and Unique Growing Solutions, Inc. (f/k/a Alternative Energy & Environmental Solutions, Inc.), a Nevada corporation (“ALNE”). Lamina and ALNE are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Recitals

WHEREAS, Lamina owns or Controls certain intellectual property relating to diagnosing illness in humans via a saliva test; and

WHEREAS, Lamina wishes to license to ALNE, and ALNE wishes to license from Lamina, through the license grants contemplated herein, such intellectual property rights to develop and commercialize Products (as defined below) in accordance with the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and the mutual promises and conditions hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows:

ARTICLE 1

DEFINITIONS

Unless otherwise specifically provided herein, the following terms shall have the following meanings:

1.1 “Affiliate” means, with respect to a Party, any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Party. For purposes of this definition, “control” and, with correlative meanings, the terms “controlled by” and “under common control with”, means (i) the possession, directly or indirectly, of the power to direct the management or policies of a business entity, whether through the ownership of voting securities, by contract relating to voting rights or corporate governance, or otherwise; or (ii) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership interest of a business entity (or, with respect to a limited partnership or other similar entity, its general partner or controlling entity). The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside of the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent (50%), and that in such case such lower percentage shall be substituted in the preceding sentence, provided that such foreign investor has the power to direct the management or policies of such entity.

1.2 “ALNE” has the meaning set forth in the preamble hereto.

1.3 “Applicable Law” means federal, state, local, national and supra-national laws, statutes, rules, and regulations, including any rules, regulations, guidelines, or other requirements of the Regulatory Authorities, major national securities exchanges or major securities listing organizations, that may be in effect from time to time during the Term and applicable to a particular activity.

1.4 “Business Day” means a day other than a Saturday or Sunday on which banking institutions in New York, New York are open for business.

1.5 “Calendar Quarter” means each successive period of three (3) calendar months commencing on January 1, April 1, July 1 and October 1, except that the first Calendar Quarter of the Term shall commence on the Effective Date and end on the day immediately prior to the first to occur of January 1, April 1, July 1 or October 1 after the Effective Date, and the last Calendar Quarter shall end on the last day of the Term.

1.6 “Calendar Year” means each successive period of twelve (12) calendar months commencing on January 1 and ending on December 31, except that the first Calendar Year of the Term shall commence on the Effective Date and end on December 31 of the year in which the Effective Date occurs and the last Calendar Year of the Term shall commence on January 1 of the year in which the Term ends and end on the last day of the Term.

1.7 “Change in Control” means with respect to a Party: (1) the sale of all or substantially all of such Party’s assets or business relating to this Agreement; (2) a merger, reorganization or consolidation involving such Party in which the holders of voting securities of such Party outstanding immediately prior thereto cease to hold voting securities that represent at least fifty percent (50%) of the combined voting power of the surviving entity immediately after such merger, reorganization or consolidation; or (3) a person or entity, or group of persons or entities, acting in concert acquire more than fifty percent (50%) of the voting equity securities or management control of such Party.

1.8 “Commercial Sublicensee” means a Sublicensee to whom ALNE has granted a right to offer for sale, have sold or sell one or more Products in all or a portion of the Territory including exclusive distributors.

1.9 “Commercialization” means any and all activities directed to the preparation for sale of, offering for sale of, or sale of a Product, including activities related to marketing, promoting, distributing, and importing such Product, and interacting with Regulatory Authorities regarding any of the foregoing. When used as a verb, “to Commercialize” and “Commercializing” means to engage in Commercialization, and “Commercialized” has a corresponding meaning.

1.10 “Commercially Reasonable Efforts” means, with respect to the objective that is the subject of such efforts, such reasonable, good faith efforts and resources as a similarly-situated (including in relation to size and personnel and other resources) company within the pharmaceutical industry would normally use to accomplish a similar objective under similar circumstances.

1.11 “Confidential Information” means any technical, business, or other information or data provided orally, visually, in writing or other form by or on behalf of one Party to the other Party in connection with this Agreement, including information relating to the terms of this Agreement, any Product (including the Regulatory Documentation), any Exploitation of any Product, any know-how with respect thereto developed by or on behalf of the disclosing Party or its Affiliates, or the scientific, regulatory or business affairs or other activities of either Party.

1.12 “Control” means, with respect to any item of Information, Regulatory Documentation, material, Patent, or other property right existing on or after the Effective Date and during the Term, possession of the right, whether directly or indirectly, and whether by ownership, license or otherwise (other than by operation of the license and other grants in Section 2.1), to grant a license, sublicense or other right (including the right to reference Regulatory Documentation) to or under such Information, Regulatory Documentation, material, Patent, or other property right as provided for herein without violating the terms of any agreement or other arrangement with any Third Party.

1.13 “Development” means all activities related to research, pre-clinical and other non-clinical testing, test method development and stability testing, toxicology, formulation, process development, manufacturing scale-up, qualification and validation, quality assurance/quality control, clinical studies, statistical analysis and report writing, the preparation and submission of Drug Approval Applications, regulatory affairs with respect to the foregoing and all other activities necessary or reasonably useful or otherwise requested or required by a Regulatory Authority as a condition or in support of obtaining or maintaining a Regulatory Approval. When used as a verb, “Develop” means to engage in Development.

1.14 “Development Data” means all non-clinical, clinical, technical, chemical, safety, and scientific data and information and other results, including relevant laboratory notebook information, screening data, and synthesis schemes, including descriptions in any form, data and other information, in each case, that is generated by or resulting from or in connection with the conduct of Development of Products.

1.15 “Dollars” or “$” means United States Dollars.

1.16 “Drug Approval Application” means a New Drug Application (an “NDA”) as defined in the FFDCA, or any corresponding foreign application, including, with respect to the European Union, a Marketing Authorization Application filed with the EMA or with the applicable Regulatory Authority of a country in Europe with respect to the mutual recognition or any other national approval procedure.

1.17 “Effective Date” means the effective date of this Agreement as set forth in the preamble hereto.

1.18 “EMA” means the European Medicines Agency and any successor agency or authority having substantially the same function.

1.19 “Exploit” means to make, have made, import, use, sell, or offer for sale, including to research, Develop, Commercialize, Manufacture, have Manufactured, obtain Regulatory Approval for, hold, or keep (whether for disposal or otherwise), have used, export, transport, distribute, promote, market, or have sold or otherwise dispose of on a worldwide basis. “Exploitation” shall mean the act of Exploiting.

1.20 “FDA” means the United States Food and Drug Administration and any successor agency or agencies or authority having substantially the same function.

1.21 “FFDCA” means the United States Federal Food, Drug, and Cosmetic Act, 21 U.S.C. §301 et seq., as amended from time to time, together with any rules, regulations and requirements promulgated thereunder (including all additions, supplements, extensions, and modifications thereto).

1.22 “First Commercial Sale” means, with respect to a Product and a country, the first sale by ALNE, its Affiliate or its Commercial Sublicensee to a Third Party for monetary value of such Product in such country after Regulatory Approval for such Product has been obtained in such country.

1.23 “IND” means an application filed with a Regulatory Authority for authorization to commence human clinical studies, including (a) an Investigational New Drug Application as defined in the FFDCA or any successor application or procedure filed with the FDA, (b) any equivalent of a United States IND in other countries or regulatory jurisdictions, and (c) all supplements, amendments, variations, extensions and renewals thereof that may be filed with respect to the foregoing.

1.24 “Information” means all technical, scientific, and other know-how and information, trade secrets, knowledge, technology, means, methods, processes, practices, formulae, instructions, skills, techniques, procedures, experiences, ideas, technical assistance, designs, drawings, assembly procedures, computer programs, apparatuses, specifications, data, results and other material, including: biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, pre-clinical, clinical, safety, manufacturing and quality control data and information, including study designs and protocols, assays, biological methodology, other data relating to Development, all data, information and materials relating to Commercialization, including customer lists (both actual and target customers), any market studies and competitive data; in each case (whether or not confidential, proprietary, patented or patentable) in written, electronic or any other form now known or hereafter developed.

1.25 “Invention” means any writing, invention, discovery, improvement, technology, Information or other Know-How (in each case, whether patented or not) that is not existing as of the Effective Date and is invented under this Agreement during the Term.

1.26 “LIBOR” means the London Interbank Offered Rate for deposits in United States Dollars having a maturity of one month published by the British Bankers’ Association, as adjusted from time to time on the first London business day of each month.

1.27 “Lamina” has the meaning set forth in the preamble hereto.

1.28 “Lamina Know-How” means all Information Controlled by Lamina or any of its Affiliates as of the Effective Date or at any time during the Term (subject to Section 9.2.2) that is not generally known and is necessary or reasonably useful for the Development, manufacture, or Commercialization of a Product.

1.29 “Liens” means any and all liens, encumbrances, charges, security interests, options, claims, mortgages, pledges, or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever.

1.30 “Manufacture” or “Manufacturing” means all activities related to the production, manufacture, processing, filling, finishing, packaging, labeling, shipping and holding of a Product or any intermediate thereof, including clinical and commercial manufacture.

1.31 “NDA” has the meaning set forth in the definition of “Drug Approval Application.”

1.32 “Net Sales” means, with respect to a Product for any period, the total amount billed or invoiced on sales of such Product during such period by ALNE, its Affiliates, or Sublicensees to Third Parties, less the following normal and customary bona-fide deductions and allowances actually taken:

1.32.1 trade, cash and quantity discounts;

1.32.2 price reductions, refunds or rebates, retroactive or otherwise, imposed by, negotiated with or otherwise paid (whether in cash or trade) to governmental authorities or third party payors;

1.32.3 taxes on sales (such as sales, value added, or use taxes) and customs and excise duties and other duties related to sale, in each case, to the extent such taxes are included in the gross amount invoiced;

1.32.4 wholesale and distribution fees, deductions and prompt pay discounts;

1.32.5 bad debts not exceeding five percent (5%) of the value of the sales of Product during the then-current Calendar Year, provided that any recovery of bad debts shall be deemed a sale for purposes of this definition of “Net Sales”;

1.32.6 amounts repaid, deducted or credited by reason of rejections, defects, recalls or returns, or because of retroactive price reductions, including rebates or wholesaler charge backs; and

1.32.7 freight, insurance, and other transportation charges to the extent added to the sale price and set forth separately as such in the total amount invoiced.

Notwithstanding the foregoing, Net Sales shall not include transfers or dispositions for charitable, pre-clinical, clinical, regulatory, or governmental. To the extent that ALNE, its Affiliate or any Commercial Sublicensee sells a Product, on an arms-length basis, to any Sublicensee who is not an Affiliate of such selling Person for resale, only the initial sale of such Product by ALNE, its Affiliate, or its Commercial Sublicensee shall constitute a sale for purposes of determining Net Sales. Except as contemplated by the immediately foregoing sentence, Net sales shall not include sales between or among ALNE, its Affiliates, or Sublicensees. Net Sales shall be calculated in accordance with the standard internal policies and procedures of ALNE, its Affiliates, or Sublicensees, which must be in accordance with United States Generally Accepted Accounting Principles or International Financial Reporting Standards as applicable.

1.33 “Party” and “Parties” has the meaning set forth in the preamble hereto.

1.34 “Patents” means (i) all national, regional and international patents and patent applications, including provisional patent applications; (ii) all patent applications filed either from such patents, patent applications or provisional applications or from an application claiming priority from either of these, including divisionals, continuations, continuations-in-part, provisionals, converted provisionals and continued prosecution applications; (iii) any and all patents that have issued or in the future issue from the foregoing patent applications ((i) and (ii)), including utility models, petty patents and design patents and certificates of invention; (iv) any and all extensions or restorations by existing or future extension or restoration mechanisms, including revalidations, reissues, re-examinations and extensions (including any supplementary protection certificates and the like) of the foregoing patents or patent applications ((i), (ii), and (iii)); and (v) any similar rights, including so-called pipeline protection or any importation, revalidation, confirmation or introduction patent or registration patent or patent of additions to any of such foregoing patent applications and patents.

1.35 “Person” means an individual, sole proprietorship, partnership, limited partnership, limited liability partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, foundation, joint venture or other similar entity or organization, including a government or political subdivision, department or agency of a government.

1.36 “Product” means any pharmaceutical product or medical device, whether prescription or over-the-counter, marketed for diagnosing illness in humans via a saliva test; provided, however, that “Product” shall not refer to any product Controlled, developed, manufactured, marketed, sold, offered for sale, exported, or imported directly or indirectly by a Sublicensee if such Sublicensee’s rights in respect of such product were obtained or developed independently of any sublicense or right granted by ALNE hereunder.

1.37 “Regulatory Approval” means, with respect to a country or other jurisdiction, any and all approvals (including Drug Approval Applications), licenses, registrations, or authorizations of any Regulatory Authority necessary to commercially distribute, sell, offer for sale, market, import or use a Product in such country or other jurisdiction, including, where applicable, (i) pricing or reimbursement approval in such country or other jurisdiction, (ii) pre- and post-approval marketing authorizations (including any prerequisite Manufacturing approval or authorization related thereto), and (iii) labeling approval.

1.38 “Regulatory Authority” means any applicable supra-national, federal, national, regional, state, provincial, or local governmental or regulatory agencies, departments, bureaus, commissions, councils, or other government entities (e.g., the FDA and EMA) regulating or otherwise exercising authority with respect to activities contemplated in this Agreement, including the Exploitation of Products.

1.39 “Regulatory Documentation” means all (i) applications (including all INDs and Drug Approval Applications), registrations, licenses, authorizations, and approvals (including Regulatory Approvals); (ii) correspondence and reports submitted to or received from Regulatory Authorities (including minutes and official contact reports relating to any communications with any Regulatory Authority) and all supporting documents with respect thereto, including all regulatory drug lists, advertising and promotion documents, adverse event files, and complaint files; and (iii) clinical and other data contained or relied upon in any of the foregoing, in each case ((i), (ii), and (iii)) relating to a Product.

1.40 “Representatives” means (actual or potential) Sublicensees, other Persons who have been granted rights to Exploit Products in accordance with this Agreement, acquirers, financing sources, investors or permitted assignees under Section 9.3 and to their financial and legal advisors who have a need to know the Confidential Information in connection with any such sublicense, financing, investment, acquisition or assignment.

1.41 “Sublicensee” means a Person, other than an Affiliate, that is granted a sublicense by ALNE under a license granted in Section 2.1 or a right by ALNE, its Affiliates or Commercial Sublicensees to sell a Product, offer a Product for sale, or have a Product sold (each such sublicense or right, a “Sublicense”).

1.42 “Territory” means worldwide.

1.43 “Third Party” means any Person other than Lamina, ALNE and their respective Affiliates.

1.44 “United States” means the United States of America and its territories and possessions (including the District of Columbia and Puerto Rico).

Additional Definitions. The following terms have the meanings set forth in the corresponding Sections of this Agreement:

Term		Section
“ALNE Indemnitees”		7.2
“Breaching Party”		8.3
“Default Notice”		8.3
“Follow-On Product”		5.2.5
“Force Majeure”		9.1
“Lamina Indemnitees”		7.1
“Losses”		7.1
“Non-Breaching Party”		8.3
“Sublicense”		1.41
“Term”		8.1
“Third Party Claims”		7.1

ARTICLE 2

TRANSFER AND ASSIGNMENT; GRANT OF RIGHTS

2.1 Grants to ALNE. Subject to the terms and conditions of this Agreement, Lamina hereby grants to ALNE an exclusive (including with regard to Lamina) worldwide license, with the right to grant sublicenses in accordance with Section 2.2, under the Lamina Know-How.

2.2 Sublicenses.

2.2.1 Right to Grant Sublicenses. ALNE shall have the right to grant Sublicenses (through multiple tiers of Sublicensees). ALNE shall cause each Sublicensee to comply with the applicable terms and conditions of this Agreement. ALNE shall remain responsible for the performance of its Affiliates and Sublicensees that are granted Sublicenses as permitted herein, and the grant of any such Sublicense shall not relieve ALNE of its obligations under this Agreement. With respect to any such Sublicense, ALNE shall ensure that the agreement pursuant to which it grants such Sublicense (i) does not conflict with the terms and conditions of this Agreement and (ii) contains terms obligating the Sublicensee to comply with confidentiality and non-use provisions consistent with those set forth in this Agreement.

2.2.2 Termination of Sublicenses. In the event of termination of this Agreement, in whole or in part, any sublicense granted by ALNE pursuant to this Section 2.2 shall automatically be deemed to terminate to the same extent as the other terms and conditions of this Agreement terminate.

2.3 No Other Rights Granted by Lamina. Except as expressly provided herein and without limiting the foregoing, Lamina grants no other right or license, including any rights or licenses to the Lamina Know-How, the Regulatory Documentation, or any other intellectual property rights not otherwise expressly granted herein.

2.4 Transfer of Lamina Know-How. As soon as practicable after the Effective Date, Lamina shall provide to ALNE (which can be in the form of copies and electronic files) all material Lamina Know-How existing as of the Effective Date.

2.5 Compliance with Law. ALNE shall conduct, or cause to be conducted, the Development, Commercialization, Manufacture and Exploitation of Products in compliance with all Applicable Laws.

ARTICLE 3

PAYMENTS AND RECORDS

3.1 Upfront Payment. On the Effective Date, ALNE shall pay Lamina an upfront amount equal to One Thousand Dollars ($1,000). Such payment shall be nonrefundable and noncreditable against any other payments due hereunder.

3.2 Regulatory Milestones. In partial consideration of the rights granted by Lamina to ALNE hereunder and subject to the terms and conditions set forth in this Agreement, ALNE shall pay to Lamina a milestone payment within thirty (30) days after the achievement of each of the following milestones:

3.2.1 ALNE’s first receipt of notice from the FDA that an NDA in respect of a Product has received approval, Four Thousand Dollars ($4,000);

3.2.2 First Commercial Sale of a Product in the United States, Five Thousand Dollars ($5,000);

3.2.3 First Commercial Sale of a Product in any country or territory outside the United States after receipt of all requisite Regulatory Approvals in such country, One Thousand Dollars ($1,000);

Each milestone payment in this Section 3.2 shall be payable only upon the first achievement of such milestone and no amounts shall be due for subsequent or repeated achievements of such milestone, whether for the same or a different Product. The maximum aggregate amount payable by ALNE pursuant to this Section 3.2 is Ten Thousand Dollars ($10,000).

3.3 Royalty. As further consideration for the rights granted to ALNE hereunder, commencing upon the First Commercial Sale, ALNE shall pay to Lamina a royalty on Net Sales of 7.5% during each Calendar Year.

3.4 Mode of Payment. All payments under this Agreement shall be made by deposit of Dollars in the requisite amount to such bank account as Lamina may from time to time designate by notice to ALNE. For the purpose of calculating any sums due under, or otherwise reimbursable pursuant to, this Agreement (including the calculation of Net Sales expressed in currencies other than Dollars), a Party shall convert any amount expressed in a foreign currency into Dollar equivalents using an exchange rate to be mutually agreed upon by the Parties.

3.5 Taxes. The milestones payable by ALNE to Lamina pursuant to this Agreement shall be paid free and clear of any and all taxes, except for any withholding taxes required by Applicable Law.

3.6 Interest on Late Payments. If any payment due to Lamina under this Agreement is not paid when due, then ALNE shall pay interest thereon (before and after any judgment) at an annual rate (but with interest accruing on a daily basis) of one percent above LIBOR, such interest to run from the date on which payment of such sum became due until payment thereof in full together with such interest.

ARTICLE 4

INTELLECTUAL PROPERTY

4.1 Ownership of Intellectual Property.

4.1.1 Ownership of Technology. As between the Parties, each Party shall own and retain all right, title, and interest in and to any and all Inventions and Information that are conceived, discovered, developed, or otherwise made solely by or on behalf of such Party (or its Affiliates or Sublicensees) under or in connection with this Agreement, whether or not patented or patentable, and any and all Patents and other intellectual property rights with respect thereto.

4.1.2 United States Law. The determination of whether Information and Inventions are conceived, discovered, developed, or otherwise made by a Party for the purpose of allocating proprietary rights (including Patent, copyright or other intellectual property rights) therein, shall, for purposes of this Agreement, be made in accordance with Applicable Law in the United States as such law exists as of the Effective Date irrespective of where such conception, discovery, development or making occurs.

4.1.3 Assignment Obligation. Each Party shall cause all Persons who perform activities for such Party under this Agreement to be under an obligation to assign their rights in any Inventions resulting therefrom to such Party.

ARTICLE 5

CONFIDENTIALITY AND NON-DISCLOSURE

5.1 Confidentiality Obligations. At all times during the Term and for a period of ten (10) years following termination or expiration hereof in its entirety, each Party shall, and shall cause its Affiliates, and its and their respective officers, directors, employees and agents to, keep confidential and not publish or otherwise disclose to a Third Party and not use, directly or indirectly, for any purpose, any Confidential Information furnished or otherwise made known to it, directly or indirectly, by the other Party, except to the extent such disclosure or use is expressly permitted by the terms of this Agreement or is reasonably necessary or useful for the performance of a Party’s obligations, or the exercise of a Party’s rights, under this Agreement. Notwithstanding the foregoing, but to the extent the receiving Party can demonstrate by documentation or other competent proof, the confidentiality and non-use obligations under this Section 5.1 with respect to any Confidential Information shall not include any information that:

5.1.1 has been published by a Third Party or is or hereafter becomes part of the public domain by public use, publication, general knowledge or the like through no wrongful act, fault or negligence on the part of the receiving Party;

5.1.2 has been in the receiving Party’s possession prior to disclosure by the disclosing Party without any obligation of confidentiality with respect to such information;

5.1.3 is subsequently received by the receiving Party from a Third Party without restriction and without breach of any agreement between such Third Party and the disclosing Party; or

5.1.4 has been independently developed by or for the receiving Party without reference to, or use or disclosure of the disclosing Party’s Confidential Information.

Specific aspects or details of Confidential Information shall not be deemed to be within the public domain or in the possession of the receiving Party merely because the Confidential Information is embraced by more general information in the public domain or in the possession of the receiving Party. Further, any combination of Confidential Information shall not be considered in the public domain or in the possession of the receiving Party merely because individual elements of such Confidential Information are in the public domain or in the possession of the receiving Party unless the combination and its principles are in the public domain or in the possession of the receiving Party.

5.2 Permitted Disclosures. Each Party may disclose Confidential Information to the extent that such disclosure is:

5.2.1 in the reasonable opinion of the receiving Party’s legal counsel, required to be disclosed pursuant to Applicable Law or made in response to a valid order of a court of competent jurisdiction or other supra-national, federal, national, regional, state, provincial and local governmental or regulatory body of competent jurisdiction, including by reason of filing with securities regulators; provided, however, that the receiving Party, to the extent practicable and legally permissible, shall first have given prompt written notice (and to the extent practicable and legally permissible, at least five (5) Business Days’ notice) to the disclosing Party and given the disclosing Party a reasonable opportunity to take whatever action it deems necessary to protect its Confidential Information (for example, quash such order or to obtain a protective order or confidential treatment requiring that the Confidential Information and documents that are the subject of such order be held in confidence by such court or regulatory body or, if disclosed, be used only for the purposes for which the order was issued). In the event that no protective order or other remedy is sought or obtained, or the disclosing Party waives compliance with the terms of this Agreement, receiving Party shall furnish only that portion of Confidential Information which receiving Party is advised by counsel is legally required to be disclosed;

5.2.2 made by or on behalf of the receiving Party to Regulatory Authorities as required in connection with any filing, application or request for Regulatory Approval in accordance with the terms of this Agreement; provided, however, that reasonable measures shall be taken to assure confidential treatment of such information to the extent practicable and consistent with Applicable Law;

5.2.3 made to its Representatives; provided that any such recipient of such Confidential Information agrees to be bound by the confidentiality and non-use restrictions contemplated hereby; provided, further that the Party making such disclosure shall remain responsible for any failure by any such Person to treat such Confidential Information as required under this Article 5.

5.2.4 made to its or its Affiliates’ financial and legal advisors who have a need to know such Confidential Information and are either under professional codes of conduct giving rise to expectations of confidentiality and non-use or under written agreements of confidentiality and non-use, in each case, at least as restrictive as those set forth in this Agreement; provided that the receiving Party shall remain responsible for any failure by such financial and legal advisors and other Persons contemplated by this Section 5.2.4, to treat such Confidential Information as required under this Article 5.

5.3 Public Announcements. Except as contemplated by Section 5.4 or as otherwise agreed by the Parties, neither Party shall issue any other public announcement, press release, or other public disclosure regarding this Agreement or its subject matter without the other Party’s prior written consent, except for any such disclosure that is, in the opinion of the disclosing Party’s counsel, required by Applicable Law (including, without limitation, public disclosure on a Quarterly Report on Form 10-Q, an Annual Report on Form 10-K, or a Current Report on Form 8-K) or the rules of a stock exchange on which the securities of the disclosing Party are listed or for information which has previously been made public. In the event a Party is, in the opinion of its counsel, required by Applicable Law or the rules of a stock exchange on which its securities are listed to make such a public disclosure, such Party shall submit the proposed disclosure in writing to the other Party as far in advance as reasonably practicable so as to provide a reasonable opportunity to comment thereon and such required Party shall consider all comments from such other Party in good faith.

5.4 Publications. Each Party recognizes that the publication of papers regarding results of and other information regarding activities under this Agreement may be beneficial to the Development and Commercialization of Products. Accordingly, ALNE and its Affiliates and Sublicensees shall have the right to publish or present or permit the publication or presenting of papers and presentations that contain clinical data regarding, or pertain to results of clinical testing of, Products (each, a “Publication”); provided, however, that such publications do not contain the Confidential Information of Lamina and Lamina shall be provided with a copy of any such Publication in advance of public publication or presentation thereof and ALNE shall consider in good faith any comments Lamina may have with respect thereto.

5.5 Return of Confidential Information. Upon the effective date of the termination of this Agreement for any reason, either Party may request in writing, and the other Party shall either, with respect to Confidential Information to which such first Party does not retain rights under the surviving provisions of this Agreement: (i) promptly destroy all copies of such Confidential Information in the possession of the other Party and confirm such destruction in writing to the requesting Party; or (ii) promptly deliver to the requesting Party, at the other Party’s expense, all copies of such Confidential Information in the possession of the other Party; provided, however, the other Party shall be permitted to retain one (1) copy of such Confidential Information for the sole purpose of performing any continuing obligations hereunder or for archival purposes. Notwithstanding the foregoing, such other Party also shall be permitted to retain such additional copies of or any computer records or files containing such Confidential Information that have been created solely by such Party’s automatic archiving and back-up procedures, to the extent created and retained in a manner consistent with such other Party’s standard archiving and back-up procedures, but not for any other use or purpose.

5.6 Survival. All Confidential Information shall continue to be subject to the terms of this Agreement for the period set forth in Section 5.1.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations and Warranties. Lamina and ALNE each represents and warrants to the other, as of the Effective Date, and covenants, as follows:

6.1.1 Organization. It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority, corporate or otherwise, to execute, deliver, and perform this Agreement.

6.1.2 Authorization. The execution and delivery of this Agreement and the performance by it of its obligations contemplated hereby have been duly authorized by all necessary corporate action, and do not violate (i) such Party’s charter documents, bylaws, or other organizational documents, (ii) in any material respect, any agreement, instrument, or contractual obligation to which such Party is bound, (iii) any requirement of any Applicable Law, or (iv) any order, writ, judgment, injunction, decree, determination, or award of any court or governmental agency presently in effect applicable to such Party.

6.1.3 Binding Agreement. This Agreement is a legal, valid, and binding obligation of such Party enforceable against it in accordance with its terms and conditions, subject to the effects of bankruptcy, insolvency, or other laws of general application affecting the enforcement of creditor rights, judicial principles affecting the availability of specific performance, and general principles of equity (whether enforceability is considered a proceeding at law or equity).

6.1.4 Consents and Approvals. No consent, approval, waiver, order or authorization of, or registration, declaration or filing with, any Third Party is required in connection with the execution, delivery and performance of this Agreement by such Party or the performance by such Party of its obligations contemplated hereby or thereby.

6.1.5 No Inconsistent Obligation. It is not under any obligation, contractual or otherwise, to any Person that conflicts with or is inconsistent in any material respect with the terms of this Agreement, or that would impede the diligent and complete fulfillment of its obligations hereunder.

6.2 Additional Representations and Warranties of Lamina. Lamina further represents and warrants to ALNE, as of the Effective Date, and covenants, as follows:

6.2.1 Lamina has the right to grant the licenses specified herein.

6.2.2 Lamina is the sole and exclusive owner of the entire right, title and interest in the Lamina Know-How. Such rights are not subject to any Liens in favor of, or claims of ownership by, any Third Party.

6.2.3 To Lamina’s knowledge, the Exploitation by ALNE and its Affiliates and Sublicensees hereunder of the Products will not infringe any Patent or other intellectual property or proprietary right of any Person.

6.2.4 The conception, development and reduction to practice of the Lamina Know-How existing as of the Effective Date have not constituted or involved the misappropriation of trade secrets or other rights or property of any Person. There are no claims, judgments or settlements against or amounts with respect thereto owed by Lamina or any of its Affiliates relating to the existing Regulatory Filings or the Lamina Know-How.

6.2.5 To its knowledge, Lamina has conducted, and its contractors and consultants have conducted, all Development with respect to the Product that it has conducted prior to the Effective Date in accordance with good laboratory practice and good clinical practices, as applicable and defined by the FDA, and Applicable Law.

6.2.6 Neither Lamina nor any of its Affiliates, nor any of its or its Affiliates’ directors or officers has been debarred or is subject to debarment and neither Lamina nor any of its Affiliates will use in any capacity, in connection with the services to be performed under this Agreement, any Person who has been debarred pursuant Lamina Section 306 of the FFDCA or who is the subject of a conviction described in such section. Lamina shall inform ALNE in writing immediately if it or any Person who is performing services hereunder is debarred or is the subject of a conviction described in Section 306 or if any action, suit, claim, investigation or legal or administrative proceeding is pending or, to the best of Lamina’s knowledge, is threatened, relating to the debarment or conviction of Lamina or any Person performing services on behalf of Lamina hereunder.

6.2.7 To Lamina’s knowledge, no Person is misappropriating or threatening to misappropriate the Lamina Know-How.

6.2.8 Lamina has prepared, maintained or retained all material Regulatory Documentation required to be maintained or reported pursuant to and in accordance with the applicable requirements of good laboratory practices and good clinical practices, as applicable, as defined by the FDA, to the extent required, and Applicable Law, and such Regulatory Documentation does not contain any materially false or misleading statements.

6.3 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, NEITHER PARTY MAKES ANY REPRESENTATIONS OR GRANTS ANY WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

ARTICLE 7

INDEMNITY

7.1 Indemnification of Lamina. ALNE shall indemnify Lamina, its Affiliates and its and their respective directors, officers, employees, and agents (“Lamina Indemnitees”), and defend and save each of them harmless, from and against any and all losses, damages, liabilities, penalties, costs, and expenses (including attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims, or demands of Third Parties (collectively, “Third Party Claims”) incurred by or rendered against the Lamina Indemnitees arising from or occurring as a result of: (i) the breach by ALNE of this Agreement, (ii) the gross negligence or willful misconduct on the part of ALNE or its Affiliates or Sublicensees or its or their distributors or contractors or its or their respective directors, officers, employees, and agents in performing its or their obligations under this Agreement, or (iii) the Exploitation by ALNE or any of its Affiliates or Sublicensees or its or their distributors or contractors of any Product, except to the extent Lamina has an obligation to indemnify ALNE Indemnitees pursuant to Section 7.2 for such Losses and Third Party Claims.

7.2 Indemnification of ALNE. Lamina shall indemnify ALNE, its Affiliates and its and their respective directors, officers, employees, and agents (the “ALNE Indemnitees”), and defend and save each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims incurred by or rendered against the ALNE Indemnitees arising from or occurring as a result of: (i) the breach by Lamina of this Agreement, (ii) the gross negligence or willful misconduct on the part of Lamina or its Affiliates or its or their respective directors, officers, employees, and agents in performing its obligations under this Agreement, (iii) any claim by any current or former Lamina shareholder, investor or contributor that any ALNE Indemnitee or any Sublicensee owes such Person any compensation in relation to the Exploitation of the Products or the rights granted hereunder, or (iv) Lamina’s or its Affiliate’s or subcontractor’s violation of any Applicable Law, or gross negligence or willful misconduct, in relation to the Exploitation of Products prior to the Effective Date, except to the extent ALNE has an obligation to indemnify Lamina Indemnitees pursuant to Section 7.1 for such Losses and Third Party Claims.

7.3 Special, Indirect, and Other Losses. EXCEPT IN THE EVENT OF A PARTY’S BREACH OF ITS OBLIGATIONS UNDER ARTICLE 5, AND EXCEPT TO THE EXTENT ANY SUCH DAMAGES ARE REQUIRED TO BE PAID TO A THIRD PARTY AS PART OF A CLAIM FOR WHICH A PARTY PROVIDES INDEMNIFICATION UNDER THIS ARTICLE 7, NEITHER PARTY NOR ANY OF ITS AFFILIATES SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OF STATUTORY DUTY OR OTHERWISE IN CONNECTION WITH OR ARISING IN ANY WAY OUT OF THE TERMS OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

ARTICLE 8

TERM AND TERMINATION

8.1 Term. This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance herewith, shall continue in force and effect until terminated in accordance with this Article 8 (such period, the “Term”).

8.2 ALNE Termination for Convenience. ALNE shall have the right to terminate this Agreement in its sole discretion, either in its entirety or in respect of one or more countries, at any time by providing sixty (60) days prior written notice to Lamina.

8.3 Termination for Material Breach. If either Party (the “Non-Breaching Party”) believes that the other Party (the “Breaching Party”) has materially breached one or more of its obligations under this Agreement, then the Non-Breaching Party may deliver notice of such material breach to the Breaching Party specifying the nature of the alleged breach in reasonable detail (a “Default Notice”). Thereafter, the Non-Breaching Party shall have the right to terminate this Agreement if the breach asserted in such Default Notice has not been cured within sixty (60) days after such Default Notice.

8.4 Termination for Insolvency. In the event that either Party (i) files for protection under bankruptcy or insolvency laws, (ii) makes an assignment for the benefit of creditors, (iii) appoints or suffers appointment of a receiver or trustee over substantially all of its property that is not discharged within ninety (90) days after such filing, (iv) proposes a written agreement of composition or extension of its debts, (v) proposes or is a party to any dissolution or liquidation, (vi) files a petition under any bankruptcy or insolvency act or has any such petition filed against that is not discharged within sixty (60) days of the filing thereof, then the other Party may terminate this Agreement in its entirety effective immediately upon written notice to such Party.

8.5 Effects of Termination. In the event of a termination of this Agreement in its entirety by Lamina pursuant to Section 8.3 or by ALNE pursuant to Section 8.2:

8.5.1 all rights and licenses granted by Lamina hereunder shall immediately terminate;

8.5.2 ALNE shall, and hereby does, effective as of the effective date of termination, assign to Lamina at ALNE’s expense, all of its right, title, and interest in and to all Regulatory Approvals applicable to any Product, and all Regulatory Documentation specific to such Regulatory Approvals then owned by ALNE or any of its Affiliates, and shall use Commercially Reasonable Efforts to cause any and all Sublicensees to assign to Lamina any such Regulatory Approvals and related Regulatory Documentation then owned by such Sublicensee; and

8.5.3 at Lamina’s request, assign to Lamina all right, title, and interest in and to the Development Data that ALNE is not precluded from disclosing or assigning to Lamina pursuant to the terms of any applicable agreement with a Third Party; provided, however, that ALNE shall use Commercially Reasonable Efforts (which shall not include any obligation to expend money) to obtain the consent of the applicable Third Party for such disclosure and/or assignment in the event that ALNE is so precluded.

8.6 Remedies. Except as otherwise expressly provided herein, termination of this Agreement (either in its entirety or with respect to one or more country or countries) or other jurisdiction(s) in accordance with the provisions hereof shall not limit remedies that may otherwise be available in law or equity.

8.7 Accrued Rights; Surviving Obligations. Termination or expiration of this Agreement for any reason shall be without prejudice to any rights that shall have accrued to the benefit of a Party prior to such termination or expiration. Such termination or expiration shall not relieve a Party from obligations that are expressly indicated to survive the termination or expiration of this Agreement. Without limiting the foregoing, (i) Section 8.6 and this Section 8.7 and Articles 5, 7 and 9 of this Agreement shall survive the termination or expiration of this Agreement for any reason, (ii) Section 4.1 shall survive any termination of this Agreement other than a termination by Lamina pursuant to Section 8.3 hereof or a termination by ALNE pursuant to Section 8.2 hereof, (iii) Sections 3.5 through 3.7 shall survive a termination by ALNE pursuant to Section 8.3 hereof, (iv) Article 3 shall survive a termination by ALNE pursuant to Section 8.4 hereof and (v) Section 8.5 shall survive any termination of this Agreement by Lamina pursuant to Section 8.3 hereof. With respect to any Sections that survive in accordance with this Section 8.8, the corresponding definitions shall appropriately survive (e.g. the definition of “Term” shall continue with respect to the above noted Sections and usage in other definitions).

ARTICLE 9

MISCELLANEOUS

9.1 Force Majeure. Neither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from fires, floods, earthquakes, hurricanes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), terrorist acts, insurrections, riots, civil commotion, acts of God or acts, omissions, or delays in acting by any Governmental Authority (except to the extent such delay results from the breach by the non-performing Party or any of its Affiliates of any term or condition of this Agreement) or similar events beyond the reasonable control of the non-performing Party (a “Force Majeure”). The non-performing Party shall notify the other Party of such force majeure within thirty (30) days after such occurrence by giving written notice to the other Party stating the nature of the event, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use Commercially Reasonable Efforts to remedy its inability to perform.

9.2 Assignment.

9.2.1 Without the prior written consent of Lamina, ALNE shall not assign, delegate, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided, however, that ALNE may make such an assignment without Lamina’s prior written consent to its Affiliate or to a successor, whether in a merger, sale of stock, sale of assets or any other transaction, of all or substantially all the assets or business of ALNE or substantially all of the assets or business of ALNE to which this Agreement relates. With respect to an assignment to an Affiliate, ALNE shall remain responsible for the performance by such Affiliate of the rights and obligations hereunder. Without the prior written consent of ALNE, Lamina shall not assign, delegate, or otherwise dispose of, whether voluntarily, involuntarily, by operation of law or otherwise, this Agreement or any of its rights or duties hereunder; provided, however, that Lamina may make such an assignment without ALNE’s prior written consent to its Affiliate or to a successor, whether in a merger, sale of stock, sale of assets or any other transaction, of all or substantially all the assets or business of Lamina or substantially all of the assets or business of Lamina to which this Agreement relates. With respect to an assignment to an Affiliate, Lamina shall remain responsible for the performance by such Affiliate of the rights and obligations hereunder. Any attempted assignment or delegation in violation of this Section 9.3 shall be void and of no effect. All validly assigned and delegated rights and obligations of the Parties hereunder shall be binding upon and inure to the benefit of and be enforceable by and against the successors and permitted assigns of Lamina or ALNE, as the case may be. The permitted assignee or permitted transferee shall assume all obligations of its assignor or transferor under this Agreement.

9.2.2 All rights to Information, materials and intellectual property: (i) controlled by a Third Party permitted assignee of a Party, which Information, materials and intellectual property were controlled by such assignee immediately prior to such assignment; or (ii) controlled by an Affiliate of a Party who becomes an Affiliate through any Change in Control of or a merger, acquisition (whether of all of the stock or all or substantially all of the assets of a Person or any operating or business division of a Person) or similar transaction by or with the Party, which Information, materials and intellectual property were controlled by such Affiliate immediately prior thereto, in each case ((i) and (ii)), shall be automatically excluded from the rights licensed or granted to the other Party under this Agreement.

9.3 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of either Party under this Agreement will not be materially and adversely affected thereby, (i) such provision shall be fully severable, (ii) this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (iii) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance herefrom, and (iv) in lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid, and enforceable provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and reasonably acceptable to the Parties. To the fullest extent permitted by Applicable Law, each Party hereby waives any provision of law that would render any provision hereof illegal, invalid, or unenforceable in any respect.

9.4 Governing Law. This Agreement or the performance, enforcement, breach or termination hereof shall be interpreted, governed by and construed in accordance with the laws of Nevada, United States, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction; provided, that all questions concerning the construction or effect of patent applications and patents shall be determined in accordance with the laws of the country or other jurisdiction in which the particular patent application or patent has been filed or granted, as the case may be.

9.5 Submission to Jurisdiction; Waiver of Jury Trial.

9.5.1 IN THE EVENT ANY PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, WITH RESPECT TO ANY OF THE MATTERS DESCRIBED OR CONTEMPLATED HEREIN OR THEREIN, THE PARTIES TO THIS AGREEMENT HEREBY (A) AGREE THAT ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION SHALL BE INSTITUTED IN A COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE CITY OF LAS VEGAS, WHETHER A STATE OR FEDERAL COURT; (B) AGREE THAT IN THE EVENT OF ANY SUCH LITIGATION, PROCEEDING OR ACTION, SUCH PARTIES WILL CONSENT AND SUBMIT TO PERSONAL JURISDICTION IN ANY SUCH COURT DESCRIBED IN CLAUSE (A) OF THIS SECTION 9.5 AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS (IT BEING UNDERSTOOD THAT NOTHING IN THIS SECTION 9.5 SHALL BE DEEMED TO PREVENT ANY PARTY FROM SEEKING TO REMOVE ANY ACTION TO A FEDERAL COURT IN THE CITY OF LAS VEGAS); AND (C) AGREE TO WAIVE TO THE FULL EXTENT PERMITTED BY LAW ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH LITIGATION, PROCEEDING OR ACTION IN ANY SUCH COURT OR THAT ANY SUCH LITIGATION, PROCEEDING OR ACTION WAS BROUGHT IN AN INCONVENIENT FORUM.

9.5.2 EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.5.

9.6 Notices.

9.6.1 Notice Requirements. Any notice, request, demand, waiver, consent, approval, or other communication permitted or required under this Agreement shall be in writing, shall refer specifically to this Agreement and shall be deemed given only if (i) delivered by hand or sent by email to the email addresses to be specified by each Party within sixty (60) days hereof, (ii) by internationally recognized overnight delivery service that maintains records of delivery, addressed to the Parties at their respective addresses specified in Section 9.6.2 or (iii) to such other address as the Party to whom notice is to be given may have provided to the other Party in accordance with this Section 9.6.1. Such Notice shall be deemed to have been given as of the date delivered by hand or transmitted by email or on the second Business Day (at the place of delivery) after deposit with an internationally recognized overnight delivery service. Any notice delivered by email shall be confirmed by a hard copy delivered as soon as practicable thereafter. This Section 9.6.1 is not intended to govern the day-to-day business communications necessary between the Parties in performing their obligations under the terms of this Agreement.

9.6.2 Address for Notice.

If to ALNE, to:

Unique Growing Solutions, Inc.

100 Europa Drive

Chapel Hill, NC 27517

Attention: Chief Executive Officer

with a copy (which shall not constitute notice) to:

Szaferman, Lakind, Blumstein & Blader, P.C.

101 Grovers Mill Road, Suite 200

Lawrenceville, NJ

Attention: Gregg E. Jaclin

If to Lamina, to:

Lamina Equities Corp.

1901 Fort Myer Drive

Suite 800

Arlington, VA 22209

Attention: Chief Executive Officer

with a copy (which shall not constitute notice) to:

Stradley Ronon Stevens & Young, LLP

1250 Connecticut Avenue, N.W., Suite 500

Washington, DC 20036-2652

Attention: Thomas L. Hanley

9.7 Entire Agreement; Amendments. This Agreement sets forth and constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and all prior agreements, understandings, promises, and representations, whether written or oral, with respect thereto are superseded hereby. Each Party confirms that it is not relying on any representations or warranties of the other Party except as specifically set forth in this Agreement. No amendment, modification, release, or discharge shall be binding upon the Parties unless in writing and duly executed by authorized representatives of both Parties.

9.8 Waiver and Non-Exclusion of Remedies. Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party hereto of any right hereunder or of the failure to perform or of a breach by the other Party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by such other Party whether of a similar nature or otherwise. The rights and remedies provided herein are cumulative and do not exclude any other right or remedy provided by Applicable Law or otherwise available except as expressly set forth herein.

9.9 No Benefit to Third Parties. Covenants and agreements set forth in this Agreement are for the sole benefit of the Parties hereto and their successors and permitted assigns, and they shall not be construed as conferring any rights on any other Persons.

9.10 Further Assurance. Each Party shall duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including the filing of such assignments, agreements, documents, and instruments, as may be necessary or as the other Party may reasonably request in connection with this Agreement or to carry out more effectively the provisions and purposes hereof, or to better assure and confirm unto such other Party its rights and remedies under this Agreement.

9.11 Relationship of the Parties. It is expressly agreed that Lamina, on the one hand, and ALNE, on the other hand, shall be independent contractors and that the relationship between the two Parties shall not constitute a partnership, joint venture, or agency. Neither Lamina, on the one hand, nor ALNE, on the other hand, shall have the authority to make any statements, representations, or commitments of any kind, or to take any action, which shall be binding on the other, without the prior written consent of the other Party to do so. All persons employed by a Party shall be employees of such Party and not of the other Party and all costs and obligations incurred by reason of any such employment shall be for the account and expense of such Party.

9.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by electronically transmitted signatures and such signatures shall be deemed to bind each Party hereto as if they were original signatures.

9.13 References. Unless otherwise specified, (i) references in this Agreement to any Article or Section shall mean references to such Article or Section of this Agreement, (ii) references in any Section to any clause are references to such clause of such Section, and (iii) references to any agreement, instrument, or other document in this Agreement refer to such agreement, instrument, or other document as originally executed or, if subsequently amended, replaced, or supplemented from time to time, as so amended, replaced, or supplemented and in effect at the relevant time of reference thereto.

9.14 Construction. Except where the context otherwise requires, wherever used, the singular shall include the plural, the plural the singular, the use of any gender shall be applicable to all genders and the word “or” is used in the inclusive sense (and/or). Whenever this Agreement refers to a number of days, unless otherwise specified, such number refers to days. The captions of this Agreement are for convenience of reference only and in no way define, describe, extend, or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The term “including,” “include,” or “includes” as used herein shall mean including, without limiting the generality of any description preceding such term. The language of this Agreement shall be deemed to be the language mutually chosen by the Parties and no rule of strict construction shall be applied against either Party hereto. Each Party represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting hereof. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption will apply against the Party which drafted such terms and provisions.

[SIGNATURE PAGE FOLLOWS]

THIS AGREEMENT IS EXECUTED by the authorized representatives of the Parties as of the Effective Date.

LAMINA EQUITIES CORPORATION	UNIQUE GROWING SOLUTIONS, INC.
	(F/K/A ALTERNATIVE ENERGY & ENVIRONMENTAL SOLUTIONS, INC.)

By:	/s/ Raouf Albert Guirguis	By:	/s/ Peter Coker
Name:	Raouf Albert Guirguis	Name:	Peter Coker
Title:	Chairman and CEO	Title:	President

Exhibit 31.1

CERTIFICATION

OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Raouf Guirguis, certify that:

1.	I have reviewed this Form 10-Q of Point of Care Nano-Technologies, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 26, 2015

/s/ Raouf Guirguis
Raouf Guirguis
Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Peter Coker, certify that:

1.	I have reviewed this Form 10-Q of Point of Care Nano-Technology, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 26, 2015

/s/ Peter Coker
Peter Coker
Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Point of Care Nano-Technology, Inc. (the “Company”) on Form 10-Q for the period ended April 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Raouf Guirguis, Chief Executive Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1. Such Quarterly Report on Form 10-Q for the period ended April 30, 2015, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in such Quarterly Report on Form 10-Q for the period ended April 30, 2015, fairly presents, in all material respects, the financial condition and results of operations of Point of Care Nano-Technology, Inc.

Date: June 26, 2015

/s/ Raouf Guirguis

Raouf Guirguis

Chief Executive Officer

(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION OF

PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Point of Care Nano-Technology, Inc. (the “Company”) on Form 10-Q for the period ended April 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter Coker, Chief Financial Officer of the Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

1. Such Quarterly Report on Form 10-Q for the period ended April 30, 2015, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

Date: June 26, 2015

/s/ Peter Coker

Peter Coker

Chief Financial Officer

(Principal Financial Officer)

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