UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~ 1,May ~~2024 (January 29~~30, 2024)

Point of Care Nano- Technology, Inc. (Exact name of registrant as specified in its charter)

Nevada		000-56356		27-2830681
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

109 AmberSweet Way, Davenport, FL, 33897
(Address of principal executive offices)

(732) 723-7395

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company o

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

~~Item 4.01. Changes in Registrant’s Certifying Accountants.~~ -1-

~~(a)~~Item ~~Dismissal~~4.01. ofChanges ~~Independent~~in ~~Registered~~Registrant’s ~~Public~~Certifying ~~Accounting Firm~~Accountants.

~~On January 31, 2024, Point of Care Nano-Technology, Inc.~~ (~~the “Company”~~b) ~~dismissed K.R. Margetson LTD. (“KRM”) as~~ Appointment ~~the Company’s independent registered public accounting firm, which dismissal was approved by the Company’s Board~~ of ~~Directors. The~~Independent ~~decision~~Registered ~~to dismiss the Company’s independent registered public accounting firm was the direct result of an order (the “Order”) of the~~ Public ~~Company~~ Accounting ~~Oversight Board (the “PCAOB”) dated September 12, 2023, (PCAOB Release No~~Firm. 105-2023-023), revoking KRM’s PCAOB registration. The Company received notice of KRM’s PCAOB registration revocation from the Securities and Exchange Commission (the “SEC”) via a letter from the SEC to the Company dated January 29, 2024.

~~The~~On ~~audit~~May ~~reports of KRM on the financial statements of the Company for the years ended July 31~~30, ~~2022 and July 31~~2024, ~~2021~~Point ~~did not contain an adverse opinion or a disclaimer~~ of ~~opinion~~Care ~~and were not qualified or modified as to uncertainty~~Nano-Technology, ~~audit~~Inc. ~~scope or accounting principles, except that KRM’s report dated October 24, 2022, on~~ (the “Company’s”) ~~financial~~engaged ~~statements as of~~ and ~~for~~executed ~~the~~an ~~fiscal year~~agreement ~~ended~~with ~~July 31,~~Fruci ~~2022,~~& ~~and~~Associates II its report dated October *(“Fruci”), ~~2021,~~PLLC onas the Company’s ~~financial~~new ~~statements~~independent asaccountant ~~of and~~ for the fiscal ~~year~~ years ended ~~July~~ December 31, ~~2021,~~2023 ~~each~~and ~~included an explanatory paragraph indicating that there was substantial doubt about the Company’s ability to continue as a going concern~~2022.

~~During the~~The ~~Company’s~~board ~~two~~of ~~most~~directors ~~recent~~of ~~fiscal years ended July 31, 2022 and July 31, 2021 and during~~ the ~~subsequent interim periods~~ ~~through April 30~~Company, ~~2023,~~acting ~~there~~as ~~were~~the ~~(i)~~audit ~~no disagreements with KRM on any matter of accounting principles or practices~~committee, ~~financial~~approved ~~statement disclosure~~the ordecision ~~auditing scope or procedures that, if not resolved~~ to ~~KRM’s~~engage satisfaction, would have caused KRM to make reference to the subject matter of the disagreement in connection with its reports, and (ii) there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-KFruci.

~~The~~ During the Company’s ~~provided~~fiscal years ~~KRM~~ended ~~with~~December a31, ~~copy~~2023 ofand 2022, and the ~~foregoing~~subsequent ~~disclosures~~interim ~~and~~period ~~requested~~through itMay to30, ~~furnish~~2024, neither the Company nor anyone on its behalf consulted with Fruci on either (a) ~~letter~~the ~~addressed~~application of accounting principles to ~~the~~a ~~SEC~~specified transaction, either completed or ~~stating~~proposed, ~~whether~~or ~~KRM~~the ~~agrees~~type ~~with~~of audit opinion that might be rendered on the consolidated financial statements ~~made~~of the Company and its subsidiaries, and no written report or oral advice was provided by Fruci to the Company that Fruci concluded was an important factor considered by the Company in reaching a decision as to the ~~Report.~~accounting, Aauditing ~~copy~~or offinancial reporting issue, or (b) any matter that was the ~~letter~~subject isof either ~~attached~~a ~~hereto~~disagreement (as ~~Exhibit~~defined ~~16.~~in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

~~Item 9.01 Financial Statements and Exhibits.~~ -2-

~~(d) Exhibits. The following exhibits are filed as part of this report:~~SIGNATURES

Exhibit No.		Description of Exhibit
16.1		Letter from K. R. Margetson dated January 31, 2024

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 hereunto duly authorized.

-2-

	POINT OF CARE NANO-TECHNOLOGY, INC.

Date: May 31, 2024	/s/ Nicholas DeVito
	Name: Nicholas DeVito
	Title: Chief Executive Officer

~~SIGNATURES~~ -3-

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 hereunto duly authorized.

	POINT OF CARE NANO-TECHNOLOGY, INC.
Date: February 1, 2024	/s/ Nicholas DeVito
	Name: Nicholas DeVito
	Title: Chief Executive Officer

-3-

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