Dror Ortho-Design (DROR) 10-Q 20 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 20, 2023
Entity Addresses [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-51783
Entity Registrant Name	Dror Ortho-Design, Inc.
Entity Central Index Key	0001282980
Entity Tax Identification Number	85-0461778
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Shatner Street 3
Entity Address, City or Town	Jerusalem
Entity Address, Country	IL
Entity Address, Postal Zip Code	N/A
City Area Code	+972
Local Phone Number	(0)74-700-6700
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		495,454,546
Entity Information, Former Legal or Registered Name	Novint Technologies, Inc.
Former Address [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	100 Merrick Road-Suite 400W
Entity Address, City or Town	Rockville Center
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11570

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)		Sep. 30, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents		$ 4,015,551	$ 1,039,059
Receivables and prepaid expenses		146,842	101,353
Total Current Assets		4,162,393	1,140,412
Noncurrent Assets:
Property and equipment, at cost, net		2,496	2,998
Total Assets		4,164,889	1,143,410
Current Liabilities:
Accounts payable		5,826	30,792
Accrued royalties		720,632	0
Founders claim accrual			240,000
Accrued expenses and other payables		254,320	276,126
Total Current Liabilities		980,778	546,918
Noncurrent Liabilities:
Accrued severance		383	416
Total Liabilities		981,161	547,334
Stockholders’ Equity*
Preferred A Stock, $.0001 Par value, 12,500,000 shares authorized; 10,463,363 and 7,576,999 shares outstanding at September 30, 2023 and December 31, 2022, respectively	[1]	1,047	758
Common stock, $0.0001 par value; 500,000,000 shares authorized, 495,454,546 and 437,735,093 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	[1]	49,545	43,774
Additional paid-in capital	[1]	14,600,880	10,714,366
Accumulated deficit	[1]	(11,467,744)	(10,162,822)
Total Stockholders’ Equity	[1]	3,183,728	596,076
Total Liabilities and Stockholders’ Equity		$ 4,164,889	$ 1,143,410
[1]The number shares of Common and Preferred A Stock outstanding were retroactively adjusted as a result of the Share Exchange. See Note 1

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized	12,500,000	12,500,000
Preferred stock, outstanding	10,463,363	7,576,999
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized	500,000,000	500,000,000
Common stock, issued	495,454,546	437,735,093
Common stock, outstanding	495,454,546	437,735,093

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating Expenses
Research and development		$ 247,025	$ 129,424	$ 596,608	$ 459,940
General and administrative expenses		308,335	152,453	724,678	637,679
Total Operating Expenses		555,360	281,877	1,321,286	1,097,619
Loss from operations		(555,360)	(281,877)	(1,321,286)	(1,097,619)
Financial Expenses, net		1,824	(2,149)	16,364	(4,055)
Total other expense		1,824	(2,149)	16,364	(4,055)
Loss before provision for income taxes		(553,536)	(284,026)	(1,304,922)	(1,101,674)
Provision for income taxes
Net earnings (loss)		$ (553,536)	$ (284,026)	$ (1,304,922)	$ (1,101,674)
Net loss per common share
Net loss per common share. basic		$ 0	$ 0	$ (0.01)	$ 0
Net loss per common share. diluted		$ 0	$ 0	$ (0.01)	$ 0
Weighted-average common shares outstanding. basic	[1]	309,567,766	437,735,093	230,124,665	437,735,093
Weighted-average common shares outstanding. diluted	[1]	309,567,766	437,735,093	230,124,665	437,735,093
[1]The number shares of Common and Preferred A Stock outstanding were retroactively adjusted as a result of the Share Exchange. See Note 1

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($)		Preferred Stock [Member]		Common Stock [Member]		Treasury Stock, Common [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021		$ 758		$ 43,774			$ 10,694,458	$ (8,479,323)	$ 2,259,667
Beginning balance, shares at Dec. 31, 2021	[1]	7,576,999		437,735,093
Stock-based compensation							4,736		4,736
Net loss								(390,863)	(390,863)
Ending balance, value at Mar. 31, 2022		$ 758		$ 43,774			10,699,194	(8,870,186)	1,873,540
Ending balance, shares at Mar. 31, 2022	[1]	7,576,999		437,735,093
Beginning balance, value at Dec. 31, 2021		$ 758		$ 43,774			10,694,458	(8,479,323)	2,259,667
Beginning balance, shares at Dec. 31, 2021	[1]	7,576,999		437,735,093
Net loss									(1,101,674)
Ending balance, value at Sep. 30, 2022		$ 758		$ 43,774			10,709,222	(9,580,997)	1,172,757
Ending balance, shares at Sep. 30, 2022	[1]	7,576,999		437,735,093
Beginning balance, value at Mar. 31, 2022		$ 758		$ 43,774			10,699,194	(8,870,186)	1,873,540
Beginning balance, shares at Mar. 31, 2022	[1]	7,576,999		437,735,093
Stock-based compensation							4,884		4,884
Net loss								(426,785)	(426,785)
Ending balance, value at Jun. 30, 2022		$ 758		$ 43,774			10,704,078	(9,296,971)	1,451,639
Ending balance, shares at Jun. 30, 2022	[1]	7,576,999		437,735,093
Stock-based compensation							5,144		5,144
Net loss								(284,026)	(284,026)
Ending balance, value at Sep. 30, 2022		$ 758		$ 43,774			10,709,222	(9,580,997)	1,172,757
Ending balance, shares at Sep. 30, 2022	[1]	7,576,999		437,735,093
Beginning balance, value at Dec. 31, 2022		$ 758		$ 43,774			10,714,366	(10,162,822)	596,076	[2]
Beginning balance, shares at Dec. 31, 2022		7,576,999	[1]	437,735,093	[1]
Return of founders shares to the Company as part of claim settlement				$ (33,096)		$ 33,096
Return of founders shares to the Company as part of claim settlement, shares				(330,952,906)	[1]	330,952,906
Stock-based compensation							5,032		5,032
Net loss								(465,604)	(465,604)
Ending balance, value at Mar. 31, 2023		$ 758		$ 10,678		$ 33,096	10,719,398	(10,628,426)	135,504
Ending balance, shares at Mar. 31, 2023		7,576,999	[1]	106,782,187	[1]	330,952,906
Beginning balance, value at Dec. 31, 2022		$ 758		$ 43,774			10,714,366	(10,162,822)	596,076	[2]
Beginning balance, shares at Dec. 31, 2022		7,576,999	[1]	437,735,093	[1]
Net loss									(1,304,922)
Ending balance, value at Sep. 30, 2023		$ 1,047		$ 49,545			14,600,880	(11,467,744)	3,183,728	[2]
Ending balance, shares at Sep. 30, 2023		10,463,363	[1]	495,454,546	[1]
Beginning balance, value at Mar. 31, 2023		$ 758		$ 10,678		$ 33,096	10,719,398	(10,628,426)	135,504
Beginning balance, shares at Mar. 31, 2023		7,576,999	[1]	106,782,187	[1]	330,952,906
Stock-based compensation							5,088		5,088
Net loss								(285,782)	(285,782)
Ending balance, value at Jun. 30, 2023		$ 758		$ 10,678		$ 33,096	10,724,486	(10,914,208)	(145,190)
Ending balance, shares at Jun. 30, 2023		7,576,999	[1]	106,782,187	[1]	330,952,906
Private Placement Investment, net of issuance costs		$ 289		$ 18,636			4,634,279		4,653,204
Private Placement Investment, net of issuance costs, shares	[1]	2,886,364		186,363,631
Settlement of Treasury Stock prior to recapitalization						$ (33,096)	33,096
Settlement of Treasury Stock prior to recapitalization, shares						(330,952,906)
Reverse re-capitalization				$ 20,231			(793,497)		(773,266)
Reverse re-capitalization, shares	[1]			202,308,728
Stock-based compensation							2,516		2,516
Net loss								(553,536)	(553,536)
Ending balance, value at Sep. 30, 2023		$ 1,047		$ 49,545			$ 14,600,880	$ (11,467,744)	$ 3,183,728	[2]
Ending balance, shares at Sep. 30, 2023		10,463,363	[1]	495,454,546	[1]
[1]The number shares of Common and Preferred A Stock outstanding were retroactively adjusted as a result of the Share Exchange. See Note 1[2]The number shares of Common and Preferred A Stock outstanding were retroactively adjusted as a result of the Share Exchange. See Note 1

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (1,304,922)	$ (1,101,674)
Stock-based compensation expense	12,636	14,764
Depreciation	502	502
Changes in operating assets and liabilities:
Receivables and prepaid expenses	(40,006)	(30,876)
Accounts payable	(56,896)	(4,055)
Accrued expenses and other payables	(114,529)	28,453
Founders claim accrual	(240,000)
Accrued royalties	6,438
Accrued severance	(33)	(6,639)
Net cash used in operating activities	(1,736,810)	(1,099,525)
Cash flows from investing activities:
Cash acquired in reverse merger	17,966
Net cash provided by investing activities	17,966
Cash flows from financing activities:
Proceeds from private placement raise, net of expenses	4,695,336
Net cash provided in financing activities	4,695,336
Net increase (decrease) in cash and cash equivalents	2,976,492	(1,099,525)
Cash and cash equivalents, beginning of period	1,039,059	2,556,237
Cash and cash equivalents, end of period	4,015,551	1,456,712
Supplemental cash flow information:
Cash paid for interest
Cash paid for taxes
Non-cash activities:
Shares issued at reverse recapitalization	20,231
Net liabilities assumed in merger	791,232
Accrued transaction costs	$ 42,132

Organization and Basis of Prese

Organization and Basis of Presentation	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Organization and Basis of Presentation	Note 1 – Organization and Basis of Presentation Organization The Company was incorporated as Novint Technologies, Inc. in the State of New Mexico in April 1999. On February 26, 2002, the Company changed its state of incorporation to Delaware by merging with Novint Technologies, Inc., a Delaware corporation. On August 14, 2023, following a share exchange agreement, the Company changed its name from “Novint Technologies, Inc.” to “Dror Ortho-Design, Inc.”. Following the share exchange, the Company succeeded to the business of Dror Ortho-Design, Ltd (“Private Dror”) as its sole line of business. The Company is involved in the research and development of an orthodontic alignment platform and has not yet reached the sales stage for its product. The Company’s stock is quoted on the OTC Pink Market under the symbol DROR. Reverse Recapitalization On July 5, 2023, Private Dror entered into a share exchange agreement with the Company and on August 14, 2023 the share exchange was consummated (the “Share Exchange”). As a result of the Share Exchange, The shareholders of Private Dror exchanged all 235,089 106,782,187 7,576,999 56.1 The Share Exchange is being accounted for as a recapitalization, with Private Dror deemed to be the accounting acquirer and the Company the acquired company. Accordingly, Private Dror’s historical financial statements for periods prior to the consummation of the Share Exchange have become those of the registrant. Assets and liabilities and the historical operations reported for periods prior to the Share Exchange are those of Private Dror other than equity items. All references to common stock, preferred stock, share and per share amounts have been retroactively restated to reflect the reverse recapitalization as if the transaction had taken place as of the beginning of the earliest period presented. Pursuant to the Share Exchange, the Company issued shares of its common stock and preferred stock to Private Dror’s stockholders, at an exchange ratio of 3,677.27 As of August 14, 2023 the fair value of the net liabilities of the Company was 793,497 Nature of Business The Company is involved in the research and development of an orthodontic alignment platform. The Company has several patents for the technology used in the platform and is currently in the process of preparing the prototype for FDA approval.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these unaudited consolidated condensed financial statements do not include all information or notes required by generally accepted accounting principles for annual consolidated financial statements and should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2022 included within the Company’s Current Report on Form 8-K, as amended, originally filed with the SEC on August 14, 2023. As the Company completed a reverse recapitalization on August 14, 2023, the financial information for the periods prior to the reverse recapitalization reflect those of Private Dror. From August 14, 2023 forward, the financial information presented is the consolidated financial information of the Company and its subsidiary. In the opinion of management, the unaudited consolidated condensed financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position and the results of its operations and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2023 may not be indicative of results for the full year. Use of Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates or assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could vary from those estimates. Management utilizes various other estimates, including but not limited to accrued royalties, estimated lives of long-lived assets, the valuation of stock compensation, the valuation allowance for deferred tax assets and other contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary. Functional Currency The Company accounts for foreign currency transactions pursuant to ASC 830, “Foreign Currency Matters”. The functional currency of the Company is the United States Dollars (“US$”) as the U.S. dollar is the currency of the primary economic environment in which the Company operates. The accompanying financial statements have been expressed in US$. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. The exchange rate of the US Dollar to the Israeli Shekel was 3.824 3.519 Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of three months or less when acquired to be cash equivalents. As of both September 30, 2023 and December 31, 2022, the Company had no cash equivalents. The Company’s cash is held with financial institutions in the United States and Israel. Account balances held in the Unites States may, at times, exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit. As of September 30, 2023 and December 31, 2022, the Company had $255,188 $643,658 $3,490,760 $144,399 Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes, which currently consists of office equipment over their estimated useful lives of seven years when placed in service. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. Research and Development The Company expenses all research and development costs as they are incurred. Research and development includes expenditures in connection with in-house research and development salaries and staff costs, consulting fees, as well as proprietary products and technology. Basic and Diluted Net Loss Per Common Share The Company computes net loss per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic loss per ordinary share is computed by dividing the loss for the period applicable to common shareholders, by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented are identical. For the three and nine months ended September 30, 2023 and 2022, the Company incurred net losses which cannot be diluted; therefore, basic and diluted loss per common share is the same. As of September 30, 2023 and 2022, shares issuable which could potentially dilute future earnings were as follows: September 30, 2023 2022 Preferred Shares 10,463,363 7,576,999 Warrants 964,834,419 489,834,426 Stock Options — 163,142,084 Shares excluded from the calculation of diluted loss per share 975,297,782 660,553,509 Recently Issued Accounting Pronouncements The Company has reviewed the recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC and determined that these pronouncements do not have a material impact on the Company’s current or anticipated consolidated financial statement presentation or disclosures.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 3 – COMMITMENTS AND CONTINGENCIES The Company partially financed their research and development expenditures under grant programs sponsored by the Israel Innovation Authority (“IIA”) of the Ministry of Economy and Industry (formerly the Office of Chief Scientist) for the support of research and development activities conducted in Israel. At the time the grants were received from the IIA, successful development of the related projects was not assured. In exchange for participation in the programs by the IIA, the Company agreed to pay 3% 100% $1.12 $1.08 From time to time in the normal course of business, the Company may be subject to routine litigation incidental to its business. Although there can be no assurances as to the ultimate disposition of any such matters, it is the opinion of management, based upon the information available at this time, that there are no matters, individually or in the aggregate, that would have a material adverse effect on the results of operations and financial condition of the Company.

ACCRUED ROYALTIES

ACCRUED ROYALTIES	9 Months Ended
	Sep. 30, 2023
Accrued Royalties
ACCRUED ROYALTIES	NOTE 4 – ACCRUED ROYALTIES Accrued royalties relate to the Company’s licensing agreements with various parties that provided gaming software to the Company. These licensing agreements contain obligations to pay royalty fees ranging from 5 50 $0.50 $50,000 $720,632 $0

FOUNDERS CLAIM ACCRUAL

FOUNDERS CLAIM ACCRUAL	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
FOUNDERS CLAIM ACCRUAL	NOTE 5 – FOUNDERS CLAIM ACCRUAL The Company has recorded a provision in respect of a claim made against Private Dror by its founders. The claim related to amounts claimed as a repayment of loan balances and other amounts including salary and benefit related balances. In January 2023, Private Dror signed an agreement with the founders, settling all-outstanding claims at $240,000

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 6 – STOCKHOLDERS’ EQUITY All references to common stock, share and per share amounts have been retroactively restated to reflect the reverse recapitalization as if the transaction had taken place as of the beginning of the earliest period presented. Common Stock The Company is authorized to issue 500,000,000 $0.0001 common stock are entitled to vote on a 1 share/1 vote basis 495,454,546 437,735,093 Holders of our common stock have no preemptive, redemption, conversion or subscription rights. No sinking fund provisions are applicable to our common stock. Upon liquidation, dissolution or winding-up, holders of our common stock are entitled to share in all assets remaining after payment of all liabilities and the liquidation preferences of any of our outstanding shares of preferred stock. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of our assets which are legally available. Such dividends, if any, are payable in cash, in property or in shares of capital stock. As part of the Private Dror founders claim settlement agreement (see Note 5), 330,952,906 On August 14, 2023, as a result of the share exchange agreement and a round of private placement funding, the Company issued 388,672,359 $5,225,000 $5,025,000 $200,000 186,363,631 2,886,364 Transaction expenses relating to the private placement funding and for the Share Exchange totaled $571,796 Preferred Stock The Company is authorized to issue up to 12,500,000 .0001 $1.10 7,576,999 2,886,364 The following is a summary of the principal terms of the Series A Preferred Stock as set forth in the Certificate of Designation. Dividends The holders of Series A Preferred Stock will be entitled to dividends, on an as-if converted basis, equal to and in the same form as dividends actually paid on shares of common stock, when and if actually paid. Voting Rights The shareholders of Series A Preferred Stock are entitled to vote with holders of the Company’s common stock, par value $0.0001 Each share of Preferred Stock shall entitle the shareholder to cast that number of votes per share of Preferred Stock equal to the number of shares of Common Stock into which such share of Preferred Stock is convertible (after giving effect to certain limitations on conversion, as applicable) Liquidation Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the then holders of the Series A Preferred Stock are entitled to receive out of the assets available for distribution to stockholders of the Company the same amount that a holder of common stock would receive if the Series A Preferred Stock were fully converted (disregarding for such purposes any conversion limitations hereunder) to common stock which amounts shall be paid pari passu with all holders of common stock. Conversion The Series A Preferred Stock is convertible into common stock at any time at a conversion price of $0.011 100 On the trading day immediately following any day the Company is able to satisfy some or all of its reservation requirements pursuant to the Certificate of Designation, all, but not less than all, of the outstanding shares of Series A Preferred Stock for which common stock has been reserved will automatically convert, without any action on the part of the holder thereof and without payment of any additional consideration, into that number of shares of reserved common stock, determined by dividing the stated value of such share of Series A Preferred Stock by the Series A Conversion Price. Warrants On August 14, 2023, the Company issued warrants to purchase up to 489,834,426 456,818,176 18,181,817 five years $0.033 If at the time of the warrant’s exercise there is no effective registration statement registering, or no current prospectus available for, the resale of the shares of common stock underlying the warrant, then the holder will have the right to exercise warrant by means of a cashless exercise. In addition, if (i) the volume-weighted average price of our common stock for 20 300% 20 $500,000 $0.001 20 Equity Incentive Plan Prior to the share exchange agreement, there were 179,579,481 $2,516 $12,636 $5,144 $14,764 $27,322

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 7 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date these financial statements were issued. In the opinion of management, there were no subsequent events that would require disclosure or adjustments to the accompanying financial statements through the date the financial statements were issued other than the following: On October 7, 2023, Israel was attacked by Hamas and other terrorist organizations from the Gaza Strip and Israel went to a war against them. Since the company’s wholly-owned subsidiary is incorporated under the laws of the state of Israel and our operations are conducted in Israel, our business and operations are directly affected by economic, political, geopolitical and military conditions in Israel. It is currently not possible to predict the duration or severity of the ongoing conflict or its effects on our business, operations and financial conditions. The ongoing conflict is rapidly evolving and developing, and could disrupt our business and operations, interrupt our sources and availability of supply and hamper our ability to raise additional funds or sell our securities, among others.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements were prepared using generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, these unaudited consolidated condensed financial statements do not include all information or notes required by generally accepted accounting principles for annual consolidated financial statements and should be read in conjunction with the Company’s annual financial statements for the year ended December 31, 2022 included within the Company’s Current Report on Form 8-K, as amended, originally filed with the SEC on August 14, 2023. As the Company completed a reverse recapitalization on August 14, 2023, the financial information for the periods prior to the reverse recapitalization reflect those of Private Dror. From August 14, 2023 forward, the financial information presented is the consolidated financial information of the Company and its subsidiary. In the opinion of management, the unaudited consolidated condensed financial statements included herein contain all adjustments necessary to present fairly the Company’s financial position and the results of its operations and cash flows for the interim periods presented. Such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2023 may not be indicative of results for the full year.
Use of Estimates and Assumptions	Use of Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates or assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could vary from those estimates. Management utilizes various other estimates, including but not limited to accrued royalties, estimated lives of long-lived assets, the valuation of stock compensation, the valuation allowance for deferred tax assets and other contingencies. The results of any changes in accounting estimates are reflected in the financial statements in the period in which the changes become evident. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period that they are determined to be necessary.
Functional Currency	Functional Currency The Company accounts for foreign currency transactions pursuant to ASC 830, “Foreign Currency Matters”. The functional currency of the Company is the United States Dollars (“US$”) as the U.S. dollar is the currency of the primary economic environment in which the Company operates. The accompanying financial statements have been expressed in US$. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. The exchange rate of the US Dollar to the Israeli Shekel was 3.824 3.519
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of three months or less when acquired to be cash equivalents. As of both September 30, 2023 and December 31, 2022, the Company had no cash equivalents. The Company’s cash is held with financial institutions in the United States and Israel. Account balances held in the Unites States may, at times, exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit. As of September 30, 2023 and December 31, 2022, the Company had $255,188 $643,658 $3,490,760 $144,399
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight–line method on the various asset classes, which currently consists of office equipment over their estimated useful lives of seven years when placed in service. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition.
Research and Development	Research and Development The Company expenses all research and development costs as they are incurred. Research and development includes expenditures in connection with in-house research and development salaries and staff costs, consulting fees, as well as proprietary products and technology.
Basic and Diluted Net Loss Per Common Share	Basic and Diluted Net Loss Per Common Share The Company computes net loss per share in accordance with ASC 260, “Earnings per Share” which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic loss per ordinary share is computed by dividing the loss for the period applicable to common shareholders, by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented are identical. For the three and nine months ended September 30, 2023 and 2022, the Company incurred net losses which cannot be diluted; therefore, basic and diluted loss per common share is the same. As of September 30, 2023 and 2022, shares issuable which could potentially dilute future earnings were as follows: September 30, 2023 2022 Preferred Shares 10,463,363 7,576,999 Warrants 964,834,419 489,834,426 Stock Options — 163,142,084 Shares excluded from the calculation of diluted loss per share 975,297,782 660,553,509
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements The Company has reviewed the recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC and determined that these pronouncements do not have a material impact on the Company’s current or anticipated consolidated financial statement presentation or disclosures.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
As of September 30, 2023 and 2022, shares issuable which could potentially dilute future earnings were as follows:	For the three and nine months ended September 30, 2023 and 2022, the Company incurred net losses which cannot be diluted; therefore, basic and diluted loss per common share is the same. As of September 30, 2023 and 2022, shares issuable which could potentially dilute future earnings were as follows: September 30, 2023 2022 Preferred Shares 10,463,363 7,576,999 Warrants 964,834,419 489,834,426 Stock Options — 163,142,084 Shares excluded from the calculation of diluted loss per share 975,297,782 660,553,509

Organization and Basis of Pre_2

Organization and Basis of Presentation (Details Narrative)	Aug. 14, 2023 USD ($) shares
Novint Technologies, Inc. [Member]
Net liabilities | $	$ 793,497
Private Dror [Member] | Novint Technologies, Inc. [Member]
Ownership percentage	56.10%
Common Stock [Member]
Conversion of Stock, Shares Issued	106,782,187
Conversion of Stock Exchange Ratio	3,677.27
Private Dror Shares [Member]
Conversion of Stock, Shares Converted	235,089
Series A Preferred Stock [Member]
Conversion of Stock, Shares Issued	7,576,999

As of September 30, 2023 and 20

As of September 30, 2023 and 2022, shares issuable which could potentially dilute future earnings were as follows: (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Preferred Shares	10,463,363	7,576,999
Warrants	964,834,419	489,834,426
Stock Options		163,142,084
Shares excluded from the calculation of diluted loss per share	975,297,782	660,553,509

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)
UNITED STATES
Cash, Uninsured Amount	$ 255,188	$ 643,658
ISRAEL
Cash, Uninsured Amount	$ 3,490,760	$ 144,399
Israel, New Shekels
Currency Exchange Rate	3.824	3.519

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - Contingent Royalty Obligation [Member] - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Other Commitments [Line Items]
Percentage of royalty payment	3%
Maximum percentage of grants provided for royalty payment	100%
Contingent royalty obligation	$ 1,120	$ 1,080

ACCRUED ROYALTIES (Details Narr

ACCRUED ROYALTIES (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued royalty fees	$ 720,632	$ 0
Licensing Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Revenue per user fee	$ 0.50
Licensing Agreements [Member] | Minimum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Royalty fees on net revenue percentage	5%
Accrued royalty fees	$ 50,000
Licensing Agreements [Member] | Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Royalty fees on net revenue percentage	50%

FOUNDERS CLAIM ACCRUAL (Details

FOUNDERS CLAIM ACCRUAL (Details Narrative)	1 Months Ended
	Jan. 31, 2023 USD ($)
Founders Claim Settlement [Member]
Related Party Transaction [Line Items]
Founders claim settlement amount	$ 240,000

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)				1 Months Ended		3 Months Ended				9 Months Ended
		Sep. 13, 2023	Aug. 14, 2023	Sep. 13, 2023	Feb. 28, 2023	Sep. 30, 2023		Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Class of Stock [Line Items]
Common stock, authorized						500,000,000				500,000,000		500,000,000
Common stock, par value (in dollars per share)						$ 0.0001				$ 0.0001		$ 0.0001
Common stock, voting rights										common stock are entitled to vote on a 1 share/1 vote basis
Common stock, issued						495,454,546				495,454,546		437,735,093
Common stock, outstanding						495,454,546				495,454,546		437,735,093
Proceeds from private placement		$ 200,000	$ 5,025,000	$ 5,225,000						$ 4,695,336
Transaction expenses				$ 571,796
Preferred stock, authorized						12,500,000				12,500,000		12,500,000
Preferred stock, par value (in dollars per share)						$ 0.0001				$ 0.0001		$ 0.0001
Preferred stock, stated value (in dollars per share)						$ 1.10				$ 1.10
Preferred stock, outstanding						10,463,363				10,463,363		7,576,999
Preferred stock, voting rights										Each share of Preferred Stock shall entitle the shareholder to cast that number of votes per share of Preferred Stock equal to the number of shares of Common Stock into which such share of Preferred Stock is convertible (after giving effect to certain limitations on conversion, as applicable)
Warrants term						5 years				5 years
Warrants exercise price						$ 0.033				$ 0.033
Period of trading days condition for warrant redemption										20 days
Weighted average trading price percentage of warrant exercise price, condition for warrant redemption										300%
Minimum trading volume of common stock each trading day, condition for warrant redemption										$ 500,000
Warrants redemption price						$ 0.001				$ 0.001
Required notice period for warrant redemption										20 days
Share-based compensation expense						$ 2,516			$ 5,144	$ 12,636	$ 14,764
Private Dror Employee Stock Options [Member]
Class of Stock [Line Items]
Options outstanding			179,579,481
Unamortized share-based compensation expense			$ 27,322
Private Dror Common Stock Warrants [Member]
Class of Stock [Line Items]
Number of warrants issued			489,834,426
Private Placement Common Stock Warrants [Member]
Class of Stock [Line Items]
Number of warrants issued		18,181,817	456,818,176	18,181,817
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Private Placement, shares				2,886,364		2,886,364
Stock conversion price						$ 0.011				$ 0.011
Common shares issuable per share converted						100				100
Treasury Stock, Common [Member]
Class of Stock [Line Items]
Return of founders shares as part of claim settlement, shares					330,952,906			330,952,906
Common Stock [Member]
Class of Stock [Line Items]
Return of founders shares as part of claim settlement, shares	[1]							(330,952,906)
Share exchange agreement and private placement, shares			388,672,359
Private Placement, shares				186,363,631		186,363,631	[1]
[1]The number shares of Common and Preferred A Stock outstanding were retroactively adjusted as a result of the Share Exchange. See Note 1