Point of Care Nano-Technology, Inc. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Point of Care Nano-Technology, Inc.	Financial_Report.xls
EX-32.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - Point of Care Nano-Technology, Inc.	f10q0412ex32i_alternative.htm
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER - Point of Care Nano-Technology, Inc.	f10q0412ex31i_alternative.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

_______________

(Mark One)

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

For the quarterly period ended April 30, 2012

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

For the transition period from ______to______.

ALTERNATIVE ENERGY AND ENVIRONMENTAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada		333-170118		27-2830681
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

100 Europa Drive

Chapel Hill, NC 27517

(Address of principal executive offices)

_______________

215-968-1600

(Registrant’s telephone number, including area code)

_______________

159 North State Street

Newtown, PA 18940

(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 x No o

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 o No o

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 o Accelerated Filer o Non-Accelerated Filer o (Do not check if a smaller reporting company) Smaller Reporting Company x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock: As of June 14, 2012, there were 6,025,850 shares, $.0001 par value per share, of common stock outstanding.

ALTERNATIVE ENERGY AND ENVIRONMENTAL SOLUTIONS, INC.

Quarterly Report on Form 10-Q for the

Period Ended April 30, 2012

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Control and Procedures	12

PART II-- OTHER INFORMATION

Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	14

SIGNATURES		15

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, 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; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding 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 Alternative Energy And Environmental Solutions, Inc. “SEC” refers to the Securities and Exchange Commission.

ALTERNATIVE ENERGY & ENVIRONMENTAL SOLUTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE	1	CONDENSED BALANCE SHEETS AS OF APRIL 30, 2012 (UNAUDITED) AND AS OF JULY 31, 2011.

PAGE	2	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2012 AND 2011, AND FOR THE PERIOD FROM JUNE 10, 2010 (INCEPTION) TO APRIL 30, 2012 (UNAUDITED).

PAGE	3	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIENCY) FOR THE PERIOD FROM JUNE 10, 2010 (INCEPTION) TO APRIL 30, 2012 (UNAUDITED).

PAGE	4	CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 2012 AND 2011 AND FOR THE PERIOD FROM JUNE 10, 2010 (INCEPTION) TO APRIL 30, 2012 UNAUDITED).

PAGES	5 - 9	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED).

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Alternative Energy & Environmental Solutions, Inc.

(A Development Stage Company)

Condensed Balance Sheets

ASSETS
	April 30, 2012			July 31, 2011
	(Unaudited)

Current Assets
Cash	$	1,057		$	5,956
Total Assets	$	1,057		$	5,956

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
Accounts Payable & Accrued Expenses	$	114,888		$	37,289
Accrued Interest Payable		628			-
Notes Payable		20,000			-
Total Liabilities		135,516			37,289

Commitments and Contingencies		-			-

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, 6,025,850 shares
and 6,012,516 issued and outstanding, respectively		602			601
Additional paid-in capital		779,499			757,800
Deficit accumulated during the development stage		(914,560	)		(789,734	)
Total Stockholders' Deficiency		(134,459	)		(31,333	)
Total Liabilities and Stockholders' Deficiency	$	1,057		$	5,956

See accompanying notes to unaudited condensed financial statements

Alternative Energy & Environmental Solutions, Inc.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)

	For the Three Months Ended						For the Nine Months Ended						For the period from June 10, 2010 (Inception) to
	April 30, 2012			April 30, 2011			April 30, 2012			April 30, 2011			April 30, 2012
Operating Expenses
Professional fees	$	6,930		$	24,838		$	50,346		$	49,783		$	140,087
Consulting Expense		18,000			16,360			45,000			443,360			705,860
General and administrative		10,265			11,449			24,833			23,323			63,966
Total Operating Expenses		35,195			52,647			120,179			516,466			909,913

LOSS FROM OPERATIONS BEFORE INCOME TAXES		(35,195	)		(52,647	)		(120,179	)		(516,466	)		(909,913	)

Other Income / (Expense)
Interest Expense		(1,219	)		-			(4,647	)		-			(4,647	)

Total Other Income / (Expense) - net		(36,414	)		(52,647	)		(124,826	)		(516,466	)		(914,560	)

Provision for Income Taxes		-			-			-			-			-

NET LOSS	$	(36,414	)	$	(52,647	)	$	(124,826	)	$	(516,466	)	$	(914,560	)

Net Loss Per Share - Basic and Diluted	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.09	)

Weighted average number of shares outstanding
during the period - Basic and Diluted		6,023,331			6,012,516			6,016,082			6,012,516

See accompanying notes to unaudited condensed financial statements

Alternative Energy & Environmental Solutions, Inc.
(A Development Stage Company)
Condensed Statement of Changes in Stockholders' Equity/(Deficiency)
For the period from June 10, 2010 (Inception) to April 30, 2012
(Unaudited)

												Deficit
												accumulated						Total
									Additional			during the						Stockholders'
	Preferred Stock				Common stock				paid-in			development			Subscription			Equity/
	Shares		Amount		Shares		Amount		capital			stage			Receivable			(Deficiency)

Balance June 10, 2010		-	$	-		-	$	-	$	-		$	-		$	-		$	-

Common stock issued for cash to founders ($0.0001 per share)						5,000,000		500		-			-			-			500

Common stock issued for cash ($0.75/ per share)		-		-		1,012,516		101		759,275			-			(54,000	)		705,376

Stock Offering Costs		-		-		-		-		(15,000	)		-			-			(15,000	)

In kind contribution of services		-		-		-		-		2,100			-			-			2,100

Net loss for the period June 10, 2010 (inception) to July 31, 2010		-		-		-		-		-			(212,440	)		-			(212,440	)

Balance, July 31, 2010		-		-		6,012,516		601		746,375			(212,440	)		(54,000	)		480,536

Collection of stock subscription receivable		-		-		-		-		-			-			54,000			54,000

Stock Offering Costs		-		-		-		-		(4,175	)		-			-			(4,175	)

In kind contribution of services		-		-		-		-		15,600			-			-			15,600

Net loss for the year ended July 31, 2011		-		-		-		-		-			(577,294	)		-			(577,294	)

Balance, July 31, 2011		-		-		6,012,516		601		757,800			(789,734	)		-			(31,333	)

Common stock issued for cash ($0.75/ per share)		-		-		13,334		1		9,999			-			-			10,000

In kind contribution of services		-		-		-		-		11,700			-			-			11,700

Net loss for the nine months ended April 30, 2012		-		-		-		-		-			(124,826	)		-			(124,826	)

Balance, April 30, 2012		-	$	-		6,025,850	$	602	$	779,499		$	(914,560	)	$	-		$	(134,459	)

See accompanying notes to unaudited condensed financial statements

Alternative Energy & Environmental Solutions, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)

	For the Nine Months Ended						For the period from June 10, 2010 (Inception) to
	April 30, 2012			April 30, 2011			April 30, 2012
Cash Flows Used in Operating Activities:
Net Loss	$	(124,826	)	$	(516,466	)	$	(914,560	)
Adjustments to reconcile net loss to net cash used in operations
In-kind contribution of services		11,700			11,700			29,400
Changes in operating assets and liabilities:
Increase in prepaid expenses		-			(4,500	)		-
(Decrease) Increase in accounts payable and accrued expenses		78,227			(12,940	)		115,516
Net Cash Used In Operating Activities		(34,899	)		(522,206	)		(769,644	)

Cash Flows From Financing Activities:
Proceeds from note payable		20,000			-			20,000
Proceeds from issuance of common stock, net of offering costs		10,000			49,825			750,701
Net Cash Provided by Financing Activities		30,000			49,825			770,701

Net Increase (Decrease) in Cash		(4,899	)		(472,381	)		1,057

Cash at Beginning of Period		5,956			495,536			-

Cash at End of Period	$	1,057		$	23,155		$	1,057

Supplemental Disclosure of Cash Flow Information:

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

See accompanying notes to unaudited condensed financial statements

Alternative Energy & Environmental Solutions, Inc.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF APRIL 30, 2012

(UNAUDITED)

NOTE 1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

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.

Alternative Energy and Environmental Solutions, Inc. (a development stage company) (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.

Activities during the development stage include developing the business plan and raising capital.

(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.

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, 2012 and July 31, 2011, the Company had no cash equivalents.

(D) Loss Per Share

In accordance with the accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (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 in the nine months ending April 30, 2012 and 2011, the effect of 2,051,700 and 2,025,032 warrants, respectively, is anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.

(E) Income Taxes

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

(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 No. 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.

(H) Recent Accounting Pronouncements

On September 15, 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other, which simplifies how an entity is required to test goodwill for impairment. This ASU will allow an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. Under the ASU, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The ASU includes a number of factors to consider in conducting the qualitative assessment. The ASU is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted.

In December 2011, FASB issued Accounting Standards Update 2011-11, Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, we do not expect that the adoption of this standard will have a material impact on our results of operations, cash flows or financial condition.

NOTE2

NOTES PAYABLE

On August 23, 2011, the Company issued a promissory note in the amount of $10,000 due August 23, 2012 and bearing 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.

On December 28, 2011, the Company issued a promissory note in the amount of $10,000 due December 28, 2012 and bearing 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.

NOTE 3

STOCKHOLDERS’ EQUITY/(DEFICIENCY)

(A) Common Stock and Warrants Issued for Cash

During the nine months ended April 30, 2012 the Company issued 13,334 units of common stock for $10,000 ($0.75/share). Each unit consisted of one share of common stock and two warrants to purchase common stock for a total of 13,334 shares of common stock and 26,668 warrants to purchase common stock at an exercise price of $2.50 per share.

For the period ended July 31, 2010, the Company issued 1,012,516 units, for cash. Each unit consisted of one share of common stock and two warrants to purchase common stock for a total of 1,012,516 shares of common stock and 2,025,032 warrants to purchase common stock for $759,376 ($0.75/share) less stock offering costs of $15,000. In addition, the Company also received the right to immediately call the warrants if the Company’s common stock trades for a period of 20 consecutive days at an average trading price of $3.00 per share or greater (see Note 3(C)). Of the total funds raised, $54,000 was recorded as a subscription receivable. The $54,000 was received August 4, 2010 and $4,175 of stock offering costs were recorded.

The Company also issued 5,000,000 shares of common stock to its founders for $500 ($0.0001 per share) (See note 5).

(B) In-Kind Contribution

For the nine months ended April 30, 2012, a shareholder of the Company contributed services having a fair value of $11,700 (See Note 5).

For the year ended July 31, 2011, a shareholder of the Company contributed services having a fair value of $15,600 (See Note 5).

For the year ended July 31, 2010, a shareholder of the Company contributed services having a fair value of $2,100 (See Note 5).

The following tables summarize all warrant grants for the period ended April 30, 2012, and the related changes during these periods are presented below.

	Number of Warrants		Weighted Average Exercise Price
Warrants
Balance at July 31, 2011		2,025,032		2.50
Granted		26,668		2.50
Exercised		-
Forfeited		-
Balance at April 30, 2012		2,051,700		2.50
Warrants exercisable at April 30, 2012		2,051,700	$	2.50
Weighted average fair value of warrants granted during the period ending April 30, 2012		26,668	$	2.50

Of the total warrants outstanding, 2,051,700 are fully vested, exercisable and non-forfeitable.

These warrants are immediately exercisable at $2.50 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 $3.00 per share or greater. This option gives the Company the right, but not the obligation to repurchase the shares of common stock (See Note 3(A)). As of April 30, 2012, the average trading price exceeded $3.00 per share and the options are callable by the Company.

NOTE 4

COMMITMENTS

On June 4, 2010, the Company entered into a consulting agreement 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.

NOTE 5

RELATED PARTY TRANSACTIONS

For the nine months ended April 30, 2012, a shareholder of the Company contributed services having a fair value of $11,700 (See Note 3(B)).

For the year ended July 31, 2011, a shareholder of the Company contributed services having a fair value of $15,600 (See Note 3(B)).

For the year ended July 31, 2010, a shareholder of the Company contributed services having a fair value of $2,100 (See Note 3(B)).

On June 18, 2010, the Company issued 5,000,000 shares of common stock to its founders having a fair value of $500 ($0.0001/share) in exchange for cash provided (See Note 3 (A)).

NOTE 6

GOING CONCERN

As reflected in the accompanying unaudited condensed financial statements, the Company is in the development stage with limited operations, used cash in operations of $769,644 from inception and has a net loss since inception of $914,560. 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.

Plan of Operations

Alternative Energy and Environmental Solutions, Inc. is a development-stage company that plans to market an innovative new biotechnology that utilizes organic microbes to stimulate extraction of coal bed methane gas, a natural gas fuel, from coalmines in the U.S. The Company has not yet begun operations and has not generated any revenue to date.

Alternative Energy & Environmental Solutions, Inc. was incorporated in 2010 in the State of Nevada to acquire and 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 US. Coal bed methane is a clean-burning natural gas used for heating in homes and is used to generate electricity. We began operations in June 2010, and are currently a development-stage company with no revenues.

As we reported in the Form 8-K we filed on July 7, 2011, we entered into an Agreement and Plan of Merger dated as of July 8, 2011 (the "Merger Agreement") with U.S. EcoFuels, Inc., a Florida corporation ("ECO"), National Invest & Trade, Ltd., a Nevada corporation ("NIT") and Allen N. Sharpe the sole owner of NIT pursuant to which ECO will merge into a subsidiary to be formed by the Company (the “Merger”).

On March 1, 2012, the Company terminated the Merger Agreement with ECO, NIT and Allen. N. Sharpe, due to the breach by ECO and related parties in connection with their failure to fulfill the conditions to closing by the date specified in the Merger Agreement after numerous extensions by the Company.

Change in Control

On May 22, 2012 the Company, Scott Williams and David Callan (the “Sellers”) and Peter Coker (the “Purchaser”) entered into and closed a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchaser purchased from the Sellers 4,900,000 shares of common stock of the Company, par value $0.0001 per share (the “Shares”), representing approximately 81.5% of the issued and outstanding shares of the Company, for an aggregate purchase price of $490 (the “Purchase Price”).

In connection with the closing of the Stock Purchase Agreement, on May 22, 2012, Scott Williams, Dave Callan and John Tilger each submitted to the Company a resignation letter pursuant to which they resigned from their respect positions as directors of the Company. In addition, Scott Williams resigned from his position as President and Chief Executive Officer of the Company and Dave Callan resigned from his position as Chief Financial Officer and Secretary of the Company. The resignations of Mr. Williams, Mr. Callan and Mr. Tilger were not a result of any disagreements relating to the Company’s operations, policies or practices.

On May 22, 2012, by a consent to action without meeting by unanimous consent of the board of directors of the Company (the “Board”), the Board accepted the resignations of Mr. Williams, Mr. Callan and Mr. Tilger and appointed Peter Coker serve as the President, Chief Executive Officer, Chief Financial Officer and sole director of the Company.

We are currently evaluating our options, which may include entering into a business similar to the business conducted by ECO. To date, however, no decisions have been made about our future business.

The Company maintains its principal office at 100 Europa Drive, Chapel Hill, North Carolina 27517, and the Company’s telephone number is (919) 933-2720.

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 prospectus 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.

We raised cash to grow our business through a private placement that was completed on July 31, 2010. We have determined that we will need to raise additional funding in order to build our business. In that regard, on August 23, 2011 and December 28, 2011, we issued promissory notes in the amount of $10,000 each due August 23, 2012 and December 28, 2012, respectively, and each note bearing interest at a rate of 6% per annum. Interest on the outstanding principal balances is payable quarterly in arrears on the last day of each calendar quarter. We are currently in default due to non-payment of quarterly interest on both of these notes. In addition, on February 17, 2012, we sold 13,334 shares of common stock, at a price of $0.75 per share and granted 26,668 warrants, for aggregate cash proceeds of $10,000. There is no guarantee that the funds raised will meet our current needs. As such, we expect to raise additional funds in the near future through either equity or debt.

Results of Operations

For the three month period ended April 30, 2012 we had $0 in revenue. Operating expenses for the three month period ended April 30, 2012 totaled $35,195 resulting in a net loss of $36,414, as compared with operating expenses $52,647 resulting in a net loss of $52,647 for the three month period ended April 30, 2011. Expenses for the three month period ended April 30, 2012 consisted of $6,930 in professional fees, $18,000 in consulting fees and $10,265 for general and administrative expenses. In comparison, for the three month period ended April 30, 2011 expenses consisted of $24,838, in professional fees, $16,360 in consulting fees and $11,449 for general and administrative expenses. The reason for the decrease in operating expenses was due to the fact that we scaled back expenses as we seek to obtain a new Letter of Intent.

For the nine month period ended April 30, 2012 we had $0 in revenue. Operating expenses for the nine month period ended April 30, 2012 totaled $120,179 resulting in a net loss of $124,826. Expenses for the nine month period ended April 30, 2012 consisted of $50,346 in professional fees, $45,000 in consulting fees and $24,833 for general and administrative expenses. In comparison, for the three month period ended April 30, 2011 operating expenses consisted of $49,783, in professional fees, $443,360 in consulting fees and $23,323 for general and administrative expenses. The reason for the decrease in operating expenses was due to the fact that we scaled back expenses as we seek to obtain a new Letter of Intent.

Critical Accounting Policies

Our discussion and analysis of financial condition and results of operations are based upon our unaudited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these unaudited consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an on-going basis, We evaluates our estimates, including but not limited to those related to such items as costs to complete performance contracts, income tax exposures, accruals, depreciable/useful lives, allowance for doubtful accounts and valuation allowances. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

We believe the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

Since the Company reflected a net loss in the three and nine month periods ended April 30, 2012, the effect of 2,051,700 warrants is anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.

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

Revenue Recognition. The Company will recognize revenue on arrangements in accordance with FASB ASC No. 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.

Capital Resources and Liquidity

On August 23, 2011, the Company issued a promissory note in the amount of $10,000 due August 23, 2012 and bearing 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. We are currently in default of this note and expect to make the necessary payments whenever the Company is able to make such payments.

On December 28, 2011, we issued a promissory note in the amount of $10,000 due December 28, 2012 and bearing 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. We are currently in default of this note and expect to make the necessary payments whenever the Company is able to make such payments.

In addition, on February 17, 2012, we sold 13,334 shares of common stock, at a price of $0.75 per share and granted 26,668 warrants, for aggregate cash proceeds of $10,000. There is no guarantee that the funds raised will meet our current needs. As such, we expect to raise additional funds in the near future through either equity or debt.

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 unaudited condensed financial statements, the Company is in the development stage with limited operations, used cash in operations of $769,644 from inception and has a net loss since inception of $914,560. 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.

Recent Accounting Pronouncements

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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 as of April 30, 2012, 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 is a certified public accountant in the U.S. and 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 February 17, 2012, we sold 13,334 shares of common stock, at a price of $0.75 per share and granted 26,668 warrants exercisable at $2.50 per share, for aggregate cash proceeds of $10,000. We relied on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act"), provided by Section 4(2) of the Act and/or by Rule 506 of Regulation D promulgated thereunder.

Item 3. Defaults Upon Senior Securities.

On August 23, 2011, the Company issued a promissory note in the amount of $10,000 due August 23, 2012 and bearing 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. We are currently in default of this note and expect to make the necessary payments whenever the Company is able to make such payments.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

Exhibit Number		Description
31.1		Certification of Principal Executive Officer and Chief Financial Officer, Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Principal Executive Officer and Chief 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

* Filed or furnished herewith.

In accordance with SEC Release 33-8238, Exhibit 32.1 is 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.

Signature	Title	Date

/s/ Peter Coker	President, Chief Executive Officer, Chief Financial	June 14, 2012
Peter Coker	Officer and Director (Duly Authorized Officer, Duly Authorized Principal Financial Officer, and Principal Executive Officer)

Point of Care Nano-Technology, Inc. - FORM 10-Q - June 14, 2012

Attached files

Point of Care Nano-Technology, Inc. Reports