Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 10, 2023 | |
Cover [Abstract] | ||
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 | 000-55470 | |
Entity Registrant Name | CQENS Technologies Inc. | |
Entity Central Index Key | 0001479915 | |
Entity Tax Identification Number | 27-1521407 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 5550 Nicollet Avenue | |
Entity Address, City or Town | Minneapolis | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55419 | |
City Area Code | (612) | |
Local Phone Number | 812-2037 | |
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 | 26,166,595 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash and cash equivalents | $ 905,325 | $ 219,781 |
Prepaid expenses | 102,251 | 182,713 |
Total Current Assets | 1,007,576 | 402,494 |
Equipment, net | 162,611 | 177,722 |
Intellectual property, net | 1,123,095 | 973,823 |
Right-of-use asset - lease, net | 94,152 | 126,235 |
Leasehold improvement, net | 9,937 | 14,644 |
Prepaid expenses - noncurrent portion | 458,317 | 458,317 |
TOTAL ASSETS | 2,855,688 | 2,153,235 |
Current Liabilities | ||
Accounts payable | 135,307 | 222,539 |
Accrued expenses | 280,656 | 94,050 |
Related party loan | 900,000 | |
Current portion of lease liability | 58,553 | 52,217 |
Total Current Liabilities | 1,374,516 | 368,806 |
Lease liability, net of current portion | 35,599 | 74,018 |
TOTAL LIABILITIES | 1,410,115 | 442,824 |
STOCKHOLDERS’ EQUITY | ||
Preferred Stock: $0.0001 par value: 10,000,000 shares authorized no shares issued and outstanding at September 30, 2023 and December 31, 2022 | ||
Common Stock: $0.0001 par value; 200,000,000 shares authorized: 26,161,595 shares issued and outstanding at September 30, 2023 and 26,065,595 issued and outstanding at December 31, 2022 | 2,616 | 2,607 |
Additional paid-in capital | 24,291,094 | 21,261,500 |
Accumulated deficit | (22,848,137) | (19,553,696) |
TOTAL STOCKHOLDERS’ EQUITY | 1,445,573 | 1,710,411 |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ 2,855,688 | $ 2,153,235 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 26,161,595 | 26,065,595 |
Common stock, shares outstanding | 26,161,595 | 26,065,595 |
Statements of Operations (Unaud
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 | ||||
General and administrative | $ 339,595 | $ 433,299 | $ 1,385,503 | $ 2,066,156 |
Research and development | 216,840 | 255,643 | 847,335 | 572,593 |
Professional fees | 454,940 | 266,719 | 1,053,498 | 694,149 |
Total Operating Expenses | 1,011,375 | 955,661 | 3,286,336 | 3,332,898 |
Other (Expense) | (1,237) | (11) | (8,105) | (11) |
Net Loss | $ (1,012,612) | $ (955,672) | $ (3,294,441) | $ (3,332,909) |
Basic loss per common share | $ (0.04) | $ (0.04) | $ (0.13) | $ (0.13) |
Diluted loss per common share | $ (0.04) | $ (0.04) | $ (0.13) | $ (0.13) |
Basic weighted average shares outstanding | 26,133,658 | 26,055,704 | 26,093,475 | 26,029,111 |
Diluted weighted average shares outstanding | 26,133,658 | 26,055,704 | 26,093,475 | 26,029,111 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 2,602 | $ 17,737,478 | $ (13,309,494) | $ 4,430,586 |
Beginning balance, shares at Dec. 31, 2021 | 26,015,595 | |||
Common stock issued for cash | $ 3 | 349,997 | 350,000 | |
Common stock for cash, shares | 35,000 | |||
Stock options expense | 1,126,940 | 1,126,940 | ||
Net Loss | (3,332,909) | (3,332,909) | ||
Common stock issued for consulting services | $ 1 | 99,999 | 100,000 | |
Common stock issued for consulting services, shares | 10,000 | |||
Ending balance, value at Sep. 30, 2022 | $ 2,606 | 19,314,414 | (16,642,403) | 2,674,617 |
Ending balance, shares at Sep. 30, 2022 | 26,060,595 | |||
Beginning balance, value at Jun. 30, 2022 | $ 2,602 | 18,769,692 | (15,686,731) | 3,085,563 |
Beginning balance, shares at Jun. 30, 2022 | 26,015,595 | |||
Common stock issued for cash | $ 3 | 349,997 | 350,000 | |
Common stock for cash, shares | 35,000 | |||
Stock options expense | 94,726 | 94,726 | ||
Net Loss | (955,672) | (955,672) | ||
Common stock issued for consulting services | $ 1 | 99,999 | 100,000 | |
Common stock issued for consulting services, shares | 10,000 | |||
Ending balance, value at Sep. 30, 2022 | $ 2,606 | 19,314,414 | (16,642,403) | 2,674,617 |
Ending balance, shares at Sep. 30, 2022 | 26,060,595 | |||
Beginning balance, value at Dec. 31, 2022 | $ 2,607 | 21,261,500 | (19,553,696) | 1,710,411 |
Beginning balance, shares at Dec. 31, 2022 | 26,065,595 | |||
Common stock issued for cash | $ 9 | 1,919,991 | 1,920,000 | |
Common stock for cash, shares | 96,000 | |||
Stock options expense | 1,109,603 | 1,109,603 | ||
Net Loss | (3,294,441) | (3,294,441) | ||
Ending balance, value at Sep. 30, 2023 | $ 2,616 | 24,291,094 | (22,848,137) | 1,445,573 |
Ending balance, shares at Sep. 30, 2023 | 26,161,595 | |||
Beginning balance, value at Jun. 30, 2023 | $ 2,609 | 22,583,520 | (21,835,525) | 750,604 |
Beginning balance, shares at Jun. 30, 2023 | 26,094,345 | |||
Common stock issued for cash | $ 7 | 1,344,993 | 1,345,000 | |
Common stock for cash, shares | 67,250 | |||
Stock options expense | 362,581 | 362,581 | ||
Net Loss | (1,012,612) | (1,012,612) | ||
Ending balance, value at Sep. 30, 2023 | $ 2,616 | $ 24,291,094 | $ (22,848,137) | $ 1,445,573 |
Ending balance, shares at Sep. 30, 2023 | 26,161,595 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (3,294,441) | $ (3,332,909) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Amortization expense | 74,354 | 54,327 |
Lease expense | 32,083 | 21,388 |
Depreciation expense | 15,111 | 15,046 |
Stock options expense | 1,109,603 | 1,126,940 |
Common stock issued for consulting services | 100,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | 80,462 | (164,528) |
Prepaid expenses - noncurrent portion | (601,288) | |
Accounts payable | (87,232) | 32,735 |
Lease liability | (32,083) | (21,388) |
Accrued expenses | 186,606 | 27,710 |
Net cash used in operating activities | (1,915,537) | (2,741,967) |
Cash flows used in investing activities | ||
Additions to intellectual property | (218,919) | (236,944) |
Additions to furniture and equipment | (7,800) | |
Leasehold improvements | (18,044) | |
Net cash flows used in investing activities | (218,919) | (262,788) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 1,920,000 | 350,000 |
Related party loan | 900,000 | |
Net Cash provided by financing activities | 2,820,000 | 350,000 |
Net change in cash and cash equivalents | 685,544 | (2,654,755) |
Cash and cash equivalents, beginning of period | 219,781 | 3,588,377 |
Cash and cash equivalents, end of period | 905,325 | 933,622 |
Supplementary disclosure for noncash activities: | ||
Right-of-use asset in exchange for lease liability | $ 160,255 |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION | NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION Nature of Business CQENS Technologies, Inc. (“we”, “our”, the “Company”, “CQENS”) is a technology company with a proprietary method of heating plant-based consumable formulations that produce an aerosol designed for the effective and efficient inhalation of the plant’s constituents. This is accomplished at a high temperature but without the accompanying constituents of combustion. Our system of heating is a high temperature, non-combustion system. Our Heat-not-Burn (“HnB”) system is a patent-pending method of heating plant-based consumables for inhalation that is less harmful and more efficacious to other methods of ingestion, smoking, vaping, swallowing or via topical application. Our business model is dependent upon our ability to enter into strategic partnerships in the future, including alliances or joint ventures with consumer product companies, to enhance and accelerate the development and commercialization of our proposed products. We will be dependent upon third party manufacturers to produce our proposed products, as well as third party marketing and distribution companies. We believe that our business opportunities are international in nature and include potential partnerships in the UK, the EU and Asia, including the People’s Republic of China. The recent and relatively prolonged worldwide pandemic caused by COVID-19 and current recessionary conditions has caused certain of these opportunities to be delayed. Our product development and commercialization timelines have been reset and we expect to be able to adhere that schedule over the next 12 months provided we are able to successfully raise and deploy capital. Key milestones for us over these next 12 months include entering into international joint ventures, preparing and filing certain regulatory submissions with the US FDA, and undertaking market tests in the EU. Any prolonged recessionary pressures on the international capital markets will make it more difficult for small, pre-revenue companies such as ours to raise capital. We continue to assess the impact of any recessionary conditions on our company, and at this time, we are unable to predict all possible impacts on our company, our operations and our prospects. Basis of Presentation Basis of Presentation Recent Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The Company’s financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has recurring losses, with limited cash resources, with renewed research and development efforts and with no source of revenue sufficient to cover its operations costs over the next 12 months; these may not allow it to continue as a going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will be dependent upon the raising of additional capital. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 3 – STOCKHOLDERS’ EQUITY On February 16, 2023, we sold 7,500 150,000 On March 9, 2023, we sold 1,500 30,000 On June 15, 2023, we sold 9,750 195,000 On June 30, 2023, we sold 10,000 200,000 On July 6, 2023, we sold 25,000 500,000 On August 4, 2023, we sold 16,000 320,000 On August 28, 2023, we sold 5,000 100,000 On September 12, 2023, we sold 1,250 25,000 On September 15, 2023, we sold 20,000 400,000 For the nine-month period ended September 30, 2023, stock options expense totaled $ 1,109,603 1,126,940 4 4 On July 11, 2022 we sold 35,000 350,000 On July 11, 2022 we issued 10,000 On April 21, 2022, we granted 60,000 30,000 10.00 599,293 On June 24, 2022, we granted 20,000 20,000 10.00 199,749 As of September 30, 2023, the Company had 26,161,595 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS We maintain our corporate offices at 5550 Nicollet Avenue, Minneapolis, MN 55419. We lease the premises on a month-to-month basis from 5550 Nicollet, LLC, a company owned by Mr. Chong. Rent for each of the third quarters of 2023 and 2022 was $ 2,325 no During the first nine months of 2023, the Company borrowed $ 900,000 During the first nine months of 2023, the Company was billed $ 1,000 Effective August 22, 2023, the Company entered into an Intellectual Property License Agreement with XTEN Capital Group Inc. (“XTEN”), the Company’s majority shareholder which is controlled by Alexander Chong, Chief Executive Officer and a member of the Board of Directors of the Company. Under the terms and conditions of the License Agreement, the Company has granted to XTEN a license for certain Company intellectual property (the “IP”) for the purpose of manufacturing, distributing and marketing a consumable containing cannabis (the “Alternative Market”) and distributing and marketing an exclusively conformed device consistent with the IP within the United States of America (the “Territory”). In lieu of royalties, XTEN will be required to purchase Company authorized devices and to lease and/or purchase the necessary equipment and supplies to manufacture consumables from the Company at prices to be mutually agreed upon which shall be at fair market and mutually acceptable. Furthermore, the license grants XTEN the right to sub-license the IP rights in the Territory for the Alternative Market provided the sublicensee agrees to purchase Company authorized devices and to lease and/or purchase the necessary equipment and supplies to manufacture consumables from the Company at prices to be mutually agreed upon which shall be at fair market. The term of the License Agreement is for a period of three years and automatically renews every three years, unless terminated by mutual agreement or by notice by either party of no less than six months. The License Agreement may also be terminated for cause (as defined under the License Agreement) by either party upon 30 day notice, with an opportunity to cure. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
LEASES | NOTE 5 – LEASES In March 2022, we entered into a three-year lease agreement commencing April 15, 2022 through April 30, 2025 at an initial annual rate of $ 57,600 4,800 375 5,175 62,100 We account for our leases under ASC 842, Leases, which requires all leases to be reported on the balance sheet as right-of-use assets and lease obligations. We elected the expedients permitted under the transition guidance that retained lease classification and initial direct costs for any leases that existed prior to adoption of the standard. We categorized leases with terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any finance leases as of September 30, 2023. Our property lease is for three years. We elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the lease. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost over the lesser of their expected useful life or the lease term. When we have options to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with the operating lease are recognized on a straight-line basis within operating expenses over the term of the lease. The following table presents the lease-related asset and liability recorded on the balance sheets: SCHEDULE OF LEASE RELATED ASSETS AND LIABILITIES September 30, 2023 Assets Leasehold improvement, net $ 9,937 Operating lease asset $ 94,152 Liabilities Current Operating lease liabilities $ 58,553 Noncurrent Operating lease liabilities $ 35,599 Supplemental cash flow information related to leases were as follows: SCHEDULE OF CASH FLOW INFORMATION RELATED LEASE Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used by operating leases $ 32,083 The table below presents the remaining lease terms and discount rates for operating lease. SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATES September 30, 2023 Weighted-average remaining lease term Operating lease 1.58 Weighted-average discount rate Operating lease 5.25 % Maturities of lease liabilities as of September 30, 2023, were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating Lease 2023 (three months remaining) 15,525 2024 62,100 2025 20,700 Thereafter - Total lease payments 98,325 Less: amount of lease payments representing interest (4,173 ) Present value future minimum lease payments $ 94,152 Less: current obligations under lease (58,553 ) Non-current obligations $ 35,599 |
PREPAID EXPENSE _ NONCURRENT PO
PREPAID EXPENSE – NONCURRENT PORTION | 9 Months Ended |
Sep. 30, 2023 | |
Prepaid Expense Noncurrent Portion | |
PREPAID EXPENSE – NONCURRENT PORTION | NOTE 6 - PREPAID EXPENSE – NONCURRENT PORTION Effective July 13, 2022, the Company entered into a manufacturing contract with Montrade S.p.A., (“Montrade”) a company based in Bologna, Italy, for Montrade to manufacture and install the consumable manufacturing equipment. The Company made an initial payment of $ 589,265 USD on July 11, 2022 and is required to make additional payments of up to $ 1,086,465 USD for the module as certain stages are completed. As of September 30, 2023, no additional payments were made for the manufacturing equipment. As of December 31, 2022, $ 130,948 of initial payment was expensed for design services completed by Montrade. During the first nine months of 2023, $ 36,809 was accrued for additional design services. The remaining payment of $ 458,317 is related to the manufacturing of the module for the automated manufacture of consumables for the Company’s proprietary, patented and patent pending HnB system. The $ 458,317 payment has been recorded as Prepaid expenses – noncurrent portion and remains categorized as such at September 30, 2023. Montrade is an industry leading designer and manufacturer of machines for a wide range of products, including heated tobacco products. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS On October 13, 2023, we sold 5,000 100,000 On October 18, 2023, we entered into an amendment to the manufacturing contract with Montrade for certain modifications to the consumable manufacturing equipment. The Company made an initial payment of $ 40,091 74,455 |
NATURE OF BUSINESS AND SUMMAR_2
NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business CQENS Technologies, Inc. (“we”, “our”, the “Company”, “CQENS”) is a technology company with a proprietary method of heating plant-based consumable formulations that produce an aerosol designed for the effective and efficient inhalation of the plant’s constituents. This is accomplished at a high temperature but without the accompanying constituents of combustion. Our system of heating is a high temperature, non-combustion system. Our Heat-not-Burn (“HnB”) system is a patent-pending method of heating plant-based consumables for inhalation that is less harmful and more efficacious to other methods of ingestion, smoking, vaping, swallowing or via topical application. Our business model is dependent upon our ability to enter into strategic partnerships in the future, including alliances or joint ventures with consumer product companies, to enhance and accelerate the development and commercialization of our proposed products. We will be dependent upon third party manufacturers to produce our proposed products, as well as third party marketing and distribution companies. We believe that our business opportunities are international in nature and include potential partnerships in the UK, the EU and Asia, including the People’s Republic of China. The recent and relatively prolonged worldwide pandemic caused by COVID-19 and current recessionary conditions has caused certain of these opportunities to be delayed. Our product development and commercialization timelines have been reset and we expect to be able to adhere that schedule over the next 12 months provided we are able to successfully raise and deploy capital. Key milestones for us over these next 12 months include entering into international joint ventures, preparing and filing certain regulatory submissions with the US FDA, and undertaking market tests in the EU. Any prolonged recessionary pressures on the international capital markets will make it more difficult for small, pre-revenue companies such as ours to raise capital. We continue to assess the impact of any recessionary conditions on our company, and at this time, we are unable to predict all possible impacts on our company, our operations and our prospects. |
Basis of Presentation | Basis of Presentation Basis of Presentation |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases | |
SCHEDULE OF LEASE RELATED ASSETS AND LIABILITIES | The following table presents the lease-related asset and liability recorded on the balance sheets: SCHEDULE OF LEASE RELATED ASSETS AND LIABILITIES September 30, 2023 Assets Leasehold improvement, net $ 9,937 Operating lease asset $ 94,152 Liabilities Current Operating lease liabilities $ 58,553 Noncurrent Operating lease liabilities $ 35,599 |
SCHEDULE OF CASH FLOW INFORMATION RELATED LEASE | Supplemental cash flow information related to leases were as follows: SCHEDULE OF CASH FLOW INFORMATION RELATED LEASE Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used by operating leases $ 32,083 |
SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATES | The table below presents the remaining lease terms and discount rates for operating lease. SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATES September 30, 2023 Weighted-average remaining lease term Operating lease 1.58 Weighted-average discount rate Operating lease 5.25 % |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | Maturities of lease liabilities as of September 30, 2023, were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating Lease 2023 (three months remaining) 15,525 2024 62,100 2025 20,700 Thereafter - Total lease payments 98,325 Less: amount of lease payments representing interest (4,173 ) Present value future minimum lease payments $ 94,152 Less: current obligations under lease (58,553 ) Non-current obligations $ 35,599 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||||||||||
Sep. 15, 2023 | Sep. 12, 2023 | Aug. 28, 2023 | Aug. 04, 2023 | Jul. 06, 2023 | Jun. 30, 2023 | Jun. 15, 2023 | Mar. 09, 2023 | Feb. 16, 2023 | Jul. 11, 2022 | Jun. 24, 2022 | Apr. 21, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||
Sale of stock transaction, shares | 20,000 | 1,250 | 5,000 | 16,000 | 25,000 | 10,000 | 9,750 | 1,500 | 7,500 | 35,000 | |||||||
Sale of stock transaction, value | $ 400,000 | $ 25,000 | $ 100,000 | $ 320,000 | $ 500,000 | $ 200,000 | $ 195,000 | $ 30,000 | $ 150,000 | $ 350,000 | |||||||
Share based compensation | $ 1,109,603 | $ 1,126,940 | |||||||||||||||
Stock issued during period shares new issues | 10,000 | ||||||||||||||||
Stock issued during period value new issues | $ 1,345,000 | $ 350,000 | $ 1,920,000 | $ 350,000 | |||||||||||||
Common stock, shares issued | 26,161,595 | 26,161,595 | 26,065,595 | ||||||||||||||
Common stock, shares outstanding | 26,161,595 | 26,161,595 | 26,065,595 | ||||||||||||||
2014 Equity Compensation Plan [Member] | Consultant [Member] | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||
Stock issued during period shares new issues | 20,000 | 30,000 | |||||||||||||||
Options garanted | 20,000 | 60,000 | |||||||||||||||
Shares issued price per share | $ 10 | $ 10 | |||||||||||||||
Stock issued during period value new issues | $ 199,749 | $ 599,293 | |||||||||||||||
October 2022 [Member] | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||
Award vesting period | 4 years | ||||||||||||||||
February 2021 [Member] | |||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||||||
Award vesting period | 4 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Borrowing from related party | $ 900,000 | |||
5550 Nicollet LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Payments for rent | $ 2,325 | $ 2,325 | ||
Rent due to related party | $ 0 | 0 | ||
Xten Capital Group [Member] | ||||
Related Party Transaction [Line Items] | ||||
Borrowing from related party | 900,000 | |||
Plexus International [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction, amounts of transaction | $ 1,000 |
SCHEDULE OF LEASE RELATED ASSET
SCHEDULE OF LEASE RELATED ASSETS AND LIABILITIES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
Leasehold improvement, net | $ 9,937 | $ 14,644 |
Operating lease asset | 94,152 | 126,235 |
Operating lease liabilities, Current | 58,553 | 52,217 |
Operating lease liabilities, Noncurrent | $ 35,599 | $ 74,018 |
SCHEDULE OF CASH FLOW INFORMATI
SCHEDULE OF CASH FLOW INFORMATION RELATED LEASE (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases | ||
Operating cash flows used by operating leases | $ 32,083 | $ 21,388 |
SCHEDULE OF REMAINING LEASE TER
SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATES (Details) | Sep. 30, 2023 |
Leases | |
Weighted-average remaining lease term, Operating lease | 1 year 6 months 29 days |
Weighted-average discount rate, Operating lease | 5.25% |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases | ||
2023 (three months remaining) | $ 15,525 | |
2024 | 62,100 | |
2025 | 20,700 | |
Thereafter | ||
Total lease payments | 98,325 | |
Less: amount of lease payments representing interest | (4,173) | |
Present value future minimum lease payments | 94,152 | |
Less: current obligations under lease | (58,553) | $ (52,217) |
Non-current obligations | $ 35,599 | $ 74,018 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 1 Months Ended | |
May 01, 2023 | Mar. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease annual rate | $ 62,100 | |
Increase to annual rent | 375 | |
Lease monthly installments | $ 5,175 | |
Lease Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Lease annual rate | $ 57,600 | |
Payments for rent | $ 4,800 |
PREPAID EXPENSE _ NONCURRENT _2
PREPAID EXPENSE – NONCURRENT PORTION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 11, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Operating Expenses | $ 1,011,375 | $ 955,661 | $ 3,286,336 | $ 3,332,898 | ||
Manufacturing Costs | 458,317 | |||||
Prepaid Expense, Noncurrent | 458,317 | 458,317 | $ 458,317 | |||
Montrade S.p.A. [Member] | ||||||
Payments to Acquire Property, Plant, and Equipment | $ 589,265 | |||||
Operating Expenses | $ 130,948 | |||||
Accrued Liabilities for Commissions, Expense and Taxes | $ 36,809 | $ 36,809 | ||||
Montrade S.p.A. [Member] | Maximum [Member] | ||||||
Payments to Acquire Property, Plant, and Equipment | $ 1,086,465 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Oct. 13, 2023 | Jul. 11, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 18, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||
Stock issued during period shares new issues | 10,000 | |||||||
Stock issued during period value new issues | $ 1,345,000 | $ 350,000 | $ 1,920,000 | $ 350,000 | ||||
Prepaid expenses noncurrent | $ 458,317 | $ 458,317 | $ 458,317 | |||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Prepaid expenses noncurrent | $ 40,091 | |||||||
Accrued liabilities | $ 74,455 | |||||||
Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock issued during period shares new issues | 67,250 | 35,000 | 96,000 | 35,000 | ||||
Stock issued during period value new issues | $ 7 | $ 3 | $ 9 | $ 3 | ||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Stock issued during period shares new issues | 5,000 | |||||||
Stock issued during period value new issues | $ 100,000 |