Noble Romans (NROM) 10-Q 10 Aug 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2022	Aug. 05, 2022
Cover [Abstract]
Entity Registrant Name	NOBLE ROMAN’S, INC.
Entity Central Index Key	0000709005
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		22,215,512
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	0-11104
Entity Incorporation State Country Code	IN
Entity Tax Identification Number	35-1281154
Entity Address Address Line 1	6612 E
Entity Address Address Line 2	75th Street
Entity Address Address Line 3	Suite 450
Entity Address City Or Town	Indianapolis
Entity Address State Or Province	IN
Entity Address Postal Zip Code	46250
City Area Code	317
Local Phone Number	634-3377
Entity Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 900,289	$ 1,263,513
Accounts receivable - net	1,032,298	904,474
Inventories	994,611	994,085
Prepaid expenses	450,606	415,309
Total current assets	3,377,804	3,577,381
Property and equipment:
Equipment	4,321,336	4,216,246
Leasehold improvements	3,113,898	3,065,644
Construction and equipment in progress	261,196	235,051
Property and equipment gross	7,696,430	7,516,941
Less accumulated depreciation and amortization	2,592,367	2,366,927
Net property and equipment	5,104,063	5,150,014
Deferred tax asset	3,294,319	3,232,406
Deferred contract cost	864,590	810,044
Goodwill	278,466	278,466
Operating lease right of use assets	6,002,700	6,003,044
Other assets including long-term portion of receivables - net	398,497	324,402
Total assets	19,320,439	19,375,757
Current liabilities:
Accounts payable and accrued expenses	739,858	919,157
Current portion of operating lease liability	685,306	656,146
Current portion of Corbel loan payable	166,665	0
Total current liabilities	1,591,829	1,575,303
Long-term obligations:
Term loan payable to Corbel - net of current portion	7,949,523	7,898,941
Corbel warrant value	29,037	29,037
Convertible notes payable	610,046	597,229
Operating lease liabilities - net of current portion	5,551,696	5,570,639
Deferred contract income	864,590	810,044
Total long-term liabilities	15,004,892	14,905,890
Stockholders' equity:
Common stock - no par value (40,000,000 shares authorized, 22,215,512 issued and outstanding as of December 31, 2021 and as of June 30, 2022)	24,807,679	24,791,568
Accumulated deficit	(22,083,961)	(21,897,004)
Total stockholders' equity	2,723,718	2,894,564
Total liabilities and stockholders' equity	$ 19,320,439	$ 19,375,757

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2022	Dec. 31, 2021
Condensed Consolidated Balance Sheets
Common Stock, Par Value	$ 0	$ 0
Common Stock, Authorized Shares	40,000,000	40,000,000
Common Stock, Issued Shares	22,215,512	22,215,512
Common Stock, Outstanding Shares	22,215,512	22,215,512

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Revenue:
Restaurant revenue - company-owned Craft Pizza & Pub	$ 2,503,363	$ 2,264,739	$ 4,786,960	$ 4,373,436
Restaurant revenue - company-owned non-traditional	177,115	117,197	310,244	233,301
Franchising revenue	1,064,363	1,199,260	2,098,608	2,253,220
Administrative fees and other	5,051	3,513	19,267	7,069
Total revenue	3,749,892	3,584,709	7,215,079	6,867,026
Operating expenses:
Restaurant expenses - company-owned Craft Pizza & Pub	2,162,889	1,935,744	4,221,418	3,164,638
Restaurant expenses - company-owned non-traditional	169,750	118,659	302,626	207,813
Franchising expenses	483,240	482,309	944,595	821,674
Total operating expenses	2,815,879	2,536,712	5,468,639	4,194,125
Depreciation and amortization	112,687	142,133	225,439	306,849
General and administrative expenses	539,742	481,860	1,080,274	780,449
Total expenses	3,468,308	3,160,705	6,774,352	5,281,423
Operating income	281,584	424,004	440,727	1,585,603
Interest expense	347,717	338,839	689,597	673,030
Income (loss) before income taxes	(66,133)	85,165	(248,870)	912,573
Income tax benefit	(15,872)	0	(61,913)	0
Net income (loss)	$ (50,261)	$ 85,165	$ (186,957)	$ 912,573
Earnings per share - basic:
Net income basic	$ 0	$ 0	$ (0.01)	$ 0.04
Weighted average number of common shares outstanding	22,215,512	22,215,512	22,215,512	22,215,512
Diluted earnings (loss) per share:
Net income (loos)	$ 0	$ 0	$ 0.01	$ 0.04
Weighted average number of common shares outstanding diluted	23,579,118	23,465,512	23,579,118	23,465,512

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Total	Common Stock	Accumulated Deficit [Member]
Balance, shares at Dec. 31, 2020		22,215,512
Balance, amount at Dec. 31, 2020	$ 2,356,978	$ 24,763,447	$ (22,406,469)
Net income for six months ended June 30, 2021	912,573		912,573
Amortization of value of employee stock options	12,737	$ 12,737
Balance, shares at Jun. 30, 2021		22,215,512
Balance, amount at Jun. 30, 2021	3,282,288	$ 24,776,184	(21,493,896)
Balance, shares at Mar. 31, 2021		22,215,512
Balance, amount at Mar. 31, 2021	3,190,755	$ 24,769,816	(21,579,061)
Net income for six months ended June 30, 2021	85,165		85,165
Amortization of value of employee stock options	6,368	$ 6,368
Balance, shares at Jun. 30, 2021		22,215,512
Balance, amount at Jun. 30, 2021	3,282,288	$ 24,776,184	(21,493,896)
Balance, shares at Dec. 31, 2021		22,215,512
Balance, amount at Dec. 31, 2021	2,894,564	$ 24,791,568	(21,897,004)
Net income for six months ended June 30, 2021	(186,957)		(186,957)
Amortization of value of employee stock options	16,111	$ 16,111
Balance, shares at Jun. 30, 2022		22,215,512
Balance, amount at Jun. 30, 2022	2,723,718	$ 24,807,679	22,083,961
Balance, amount at Jun. 30, 2022	2,723,718	$ 24,807,679	(22,083,961)
Balance, shares at Mar. 31, 2022		22,215,512
Balance, amount at Mar. 31, 2022	2,765,491	$ 24,799,191	(22,033,700)
Net income for six months ended June 30, 2021	(50,261)		(50,261)
Amortization of value of employee stock options	8,488	$ 8,488
Balance, shares at Jun. 30, 2022		22,215,512
Balance, amount at Jun. 30, 2022	2,723,718	$ 24,807,679	22,083,961
Balance, amount at Jun. 30, 2022	$ 2,723,718	$ 24,807,679	$ (22,083,961)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
OPERATING ACTIVITIES
Net income (loss)	$ 186,957	$ (912,573)
Adjustments to reconcile net income to net cash Provided by operating activities:
Depreciation and amortization	471,613	545,110
Amortization of lease costs in excess of cash paid	10,561	18,605
Deferred income taxes	(61,913)	0
Changes in operating assets and liabilities (Increase) decrease in:
Accounts receivable	127,824	126,827
Inventories	525	17,106
Prepaid expenses	35,297	70,174
Other assets	(74,095)	(31,726)
Accounts payable and accrued expenses	165,944	(344,391)
NET CASH PROVIDED BY OPERATING ACTIVITIES	161,507	886,064
INVESTING ACTIVITIES
Purchase of property and equipment	524,731	63,750
NET CASH USED IN INVESTING ACTIVITIES	(524,731)	(63,750)
FINANCING ACTIVITIES
Payment of principal on bank loans	0	0
Payment of principal on convertible notes	0	0
Proceeds of new loan - Corbel	0	0
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	0	0
Increase (decrease) in cash	(363,224)	822,314
Cash at beginning of period	1,263,513	1,194,363
Cash at end of period	900,289	2,016,677
Supplemental schedule of investing and financing activities
Cash paid for interest	$ 459,533	$ 446,801

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Note 1 - Basis Of Presentation And Summary Of Significant Accounting Policies	Note 1 - The accompanying unaudited interim condensed consolidated financial statements, included herein, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated statements have been prepared in accordance with the Company’s accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in that report. Unless the context indicates otherwise, references to the “Company” mean Noble Roman’s, Inc. and its subsidiaries. Significant Accounting Policies On February 5, 2021, the Company borrowed $940,734 under the Paycheck Protection Program (the “PPP”). The funds, according to the provision of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), could be used for payroll costs including payroll benefits, interest on mortgage obligations, rent under lease agreements and utilities. Since the Company met all of the eligibility requirements to participate in the PPP and it was probable from the beginning that the Company’s PPP borrowing would be forgiven, the Company’s participation in the PPP program was accounted for as a government grant. Since the entire amount of the PPP participation was used to pay qualified expenses prior to March 31, 2021, the qualifying expenses are presented herein as a reduction of those related expenses in the quarter ended March 31, 2021. There have been no other significant changes in the Company's accounting policies from those disclosed in its Annual Report on Form 10-K. In the opinion of the management of the Company, the information contained herein reflects all adjustments necessary for a fair presentation of the results of operations and cash flows for the interim periods presented and the financial condition as of the dates indicated, which adjustments are of a normal recurring nature. The results for the three-month and six-month periods ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022, especially in light of recent volatility and uncertainty resulting from the coronavirus (“COVID-19) pandemic and the governmental response.

Royalties and Fees

Royalties and Fees	6 Months Ended
	Jun. 30, 2022
Royalties and Fees
Note 2 - Royalties And Fees	Note 2 – Royalties and fees included initial franchise fees of $60,000 for the three-month period ended June 30, 2022, and $97,000 for the three-month period ended June 30, 2021. Royalties and fees included equipment commissions of $20,800 for the three-month period ended June 30, 2022, and $13,000 for the three-month period ended June 30, 2021. Royalties and fees, including amortized initial franchise fees and equipment commissions, were $1.1 million for the three-month period ended June 30, 2022, and $1.2 million for the three-month period ended June 30, 2021. Most of the cost for the services required to be performed by the Company are incurred prior to the franchise fee income being recorded, which is based on a contractual liability of the franchisee. The effect on comparable periods within the financial statements by recording franchise fees and cost of opening the units as deferred contract costs and deferred contract income is not material as the initial franchise fee for the non-traditional franchise is intended to defray the initial contract costs, and the franchise fees and contract costs initially incurred and paid approximate the relative amortized franchise fees and contract costs for those same periods. The deferred contract income and deferred costs were $864,590 on June 30, 2022. At December 31, 2021 and June 30, 2022, the carrying value of the Company’s franchise receivables have been reduced to anticipated realizable value. As a result of this reduction of carrying value, the Company anticipates that substantially all of its accounts receivables reflected on the consolidated balance sheets as of December 31, 2021 and June 30, 2022, will be collected. In 2020, in light of the additional uncertainty created as a result of the COVID 19 pandemic, the Company decided to create a reserve for uncollectability on all long-term franchisee receivables. The Company will continue to pursue collection where circumstances are appropriate and all collections of these receivables in the future will result in additional royalty income at the time received. There were 3,069 franchises/licenses in operation on December 31, 2021 and 3,081 franchises/licenses were in operation on June 30, 2022. During the six-month period ended June 30, 2022 there were 16 new outlets opened and four outlets closed. In the ordinary course, grocery stores from time to time add our licensed products, remove them and may subsequently re-offer them. Therefore, it is unknown how many of the 2,404 licensed grocery store units included in the counts above have left the system.

Earnings (Loss) per Share

Earnings (Loss) per Share	6 Months Ended
	Jun. 30, 2022
Earnings (Loss) per Share
Note 3 - Earnings (loss) Per Share	Note 3. The following table sets forth the calculation of basic and diluted earnings per share for the three-month and six-month periods ended June 30, 2022: Three Months Ended June 30, 2022 Income (Numerator) Shares (Denominator) Per-Share Amount Net loss $ (50,261 ) 22,215,512 $ 0.00 Effect of dilutive securities Convertible notes 15,625 1,250,000 Dilutive shares - 113,606 Diluted earnings per share Net loss (1) $ (34,640 ) 23,579,118 $ 0.00 Six Months Ended June 30, 2022 Income (Numerator) Shares (Denominator) Per-Share Amount Net loss $ (186,957 ) 22,215,512 $ (0.01 ) Effect of dilutive securities Convertible notes 31,250 1,250,000 Dilutive shares - 113,606 Diluted earnings per share Net loss (1) $ (155,707 ) 23,579,118 $ (0.01 ) (1) Net loss per share is shown as basic loss per share because the underlying dilutive securities have an anti-dilutive effect. The following table sets forth the calculation of basic and diluted earnings per share for the three-month and six-month periods ended June 30, 2021: Three Months Ended June 30, 2021 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 85,165 22,215,512 $ 0.00 Effect of dilutive securities Convertible notes 15,625 1,250,000 Diluted earnings per share Net income $ 100,790 23,465,510 $ 0.00 Six Months Ended June 30, 2021 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 912,573 22,215,512 $ 0.04 Effect of dilutive securities Convertible notes 31,250 1,250,000 Diluted earnings per share Net income $ 943,823 23,465,512 $ 0.04

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2022
Notes Payable
Note 4 - Notes Payable	Note 4 -On February 7, 2020, the Company entered into a Senior Secured Promissory Note and Warrant Purchase Agreement (the “Agreement”) with Corbel Capital Partners SBIC, L.P. (the “Purchaser” or “Corbel”). Pursuant to the Agreement, the Company issued to the Purchaser a senior secured promissory note (the “Senior Note”) in the initial principal amount of $8.0 million. The Company has used the net proceeds of the Agreement as follows: (i) $4.2 million to repay the Company’s then-existing bank debt which was in the original amount of $6.1 million; (ii) $1,275,000 to repay the portion of the Company’s existing subordinated convertible debt the maturity date of which most had not previously been extended; (iii) to pay debt issuance costs; and (iv) the remaining net proceeds for working capital and other general corporate purposes, including development of new Company-owned Craft Pizza & Pub locations. The Senior Note bears cash interest of LIBOR, as defined in the Agreement, plus 7.75% per annum. In addition, the Senior Note requires payment-in-kind interest (“PIK Interest”) of 3% per annum, which is added to the principal amount of the Senior Note. Interest is payable in arrears on the last calendar day of each month. The Senior Note matures on February 7, 2025. The Senior Note does not require any fixed principal payments until February 28, 2023, at which time required monthly payments of principal in the amount of $33,333 begin and continue until maturity. The Senior Note requires the Company to make additional payments on the principal balance of the Senior Note based on its consolidated excess cash flow, as defined in the Agreement. In conjunction with the borrowing under the Senior Note, the Company issued to the Purchaser a warrant (the “Corbel Warrant”) to purchase up to 2,250,000 shares of Common Stock. The Corbel Warrant entitles the Purchaser to purchase from the Company, at any time or from time to time: (i) 1,200,000 shares of Common Stock at an exercise price of $0.57 per share (“Tranche 1”), (ii) 900,000 shares of Common Stock at an exercise price of $0.72 per share (“Tranche 2”); and (iii) 150,000 shares of Common Stock at an exercise price of $0.97 per share (“Tranche 3”). The Purchaser is required to exercise the Corbel Warrant with respect to Tranche 1 if the Common Stock is trading at $1.40 per share or higher for a specified period, and is further required to exercise the Corbel Warrant with respect to Tranche 2 if the Common Stock is trading at $1.50 per share or higher for a specified period. Cashless exercise of the Corbel Warrant is only permitted with respect to Tranche 3. The Purchaser has the right, within six months after the issuance of any shares under the Corbel Warrant, to require the Company to repurchase such shares for cash or for Put Notes (as defined in the Agreement), at the Company's discretion. The Corbel Warrant expires on the sixth anniversary of the date of its issuance.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2022
Subsequent Events
Note 5 - Subsequent Events	Note 5- The Company evaluated subsequent events through the date the financial statements were issued and filed with SEC. There were no subsequent events that required recognition or disclosure beyond what is disclosed in this report. Impact of COVID-19 Pandemic In the first quarter of 2020, a novel strain of coronavirus (COVID-19) emerged and spread throughout the United States. The World Health Organization recognized COVID-19 as a pandemic in March 2020. In response to the pandemic, the U.S. federal government and various state and local governments, among other things, imposed travel and business restrictions, including stay-at-home orders and other guidelines that required restaurants and bars to close or restrict inside dining. The pandemic resulted in significant, economic volatility, uncertainty and disruption, reduced commercial activity and weakened economic conditions in the regions in which the Company and its franchisees operate. The pandemic and the governmental response had a significant adverse impact on the Company, due to, among other things, governmental restrictions, reduced customer traffic, staffing challenges and supply difficulties especially as a result of the emergence of the Omicron and other variants of COVID-19 in early 2022. Many states and municipalities in the United, including Indiana where all of the Company-owned Craft Pizza & Pub restaurants are located, have from time to time temporarily restricted travel and suspended the operation of dine-in restaurants and other businesses in light of COVID-19 which negatively affected the Company’s operations. As the duration and scope of the pandemic is uncertain these orders are subject to further modification which could adversely affect the Company. Further, the Company can provide no assurance the phase out of restrictions will have a positive effect on the Company’s business. Host facilities for the Company’s non-traditional franchises were also affected by labor shortages which adversely impacted those developments and in turn slowed the sale of franchises. The uncertainty and disruption in the U.S. economy caused by the pandemic are likely to continue to adversely impact the volume and resources of potential franchisees for both the Company's Craft Pizza & Pub and non-traditional venues. On February 5, 2021, the Company received an additional loan of $940,734 under the PPP. In accordance with the applicable accounting policy adopted, the Company accounted for the loan as a government grant and presented it in the Condensed Consolidated Statement of Operations as a reduction of certain qualifying expenses incurred during the three-month period ended March 31, 2021. The expenses included payroll costs and benefits, interest on mortgage obligations, rent under lease agreements and utilities and other qualifying expenses pursuant to the CARES ACT. Because the $940,734 loan was applied against relevant expenses in the first quarter 2021, the results of operations for the six-month periods in 2021 and 2022 are of limited comparability.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Significant Accounting Policies	On February 5, 2021, the Company borrowed $940,734 under the Paycheck Protection Program (the “PPP”). The funds, according to the provision of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), could be used for payroll costs including payroll benefits, interest on mortgage obligations, rent under lease agreements and utilities. Since the Company met all of the eligibility requirements to participate in the PPP and it was probable from the beginning that the Company’s PPP borrowing would be forgiven, the Company’s participation in the PPP program was accounted for as a government grant. Since the entire amount of the PPP participation was used to pay qualified expenses prior to March 31, 2021, the qualifying expenses are presented herein as a reduction of those related expenses in the quarter ended March 31, 2021. There have been no other significant changes in the Company's accounting policies from those disclosed in its Annual Report on Form 10-K. In the opinion of the management of the Company, the information contained herein reflects all adjustments necessary for a fair presentation of the results of operations and cash flows for the interim periods presented and the financial condition as of the dates indicated, which adjustments are of a normal recurring nature. The results for the three-month and six-month periods ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022, especially in light of recent volatility and uncertainty resulting from the coronavirus (“COVID-19) pandemic and the governmental response.

Earnings (Loss) per Share (Tabl

Earnings (Loss) per Share (Tables)	6 Months Ended
	Jun. 30, 2022
Earnings (Loss) per Share
Basic And Diluted Earnings (loss) Per Share	Three Months Ended June 30, 2022 Income (Numerator) Shares (Denominator) Per-Share Amount Net loss $ (50,261 ) 22,215,512 $ 0.00 Effect of dilutive securities Convertible notes 15,625 1,250,000 Dilutive shares - 113,606 Diluted earnings per share Net loss (1) $ (34,640 ) 23,579,118 $ 0.00 Six Months Ended June 30, 2022 Income (Numerator) Shares (Denominator) Per-Share Amount Net loss $ (186,957 ) 22,215,512 $ (0.01 ) Effect of dilutive securities Convertible notes 31,250 1,250,000 Dilutive shares - 113,606 Diluted earnings per share Net loss (1) $ (155,707 ) 23,579,118 $ (0.01 ) (1) Net loss per share is shown as basic loss per share because the underlying dilutive securities have an anti-dilutive effect. Three Months Ended June 30, 2021 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 85,165 22,215,512 $ 0.00 Effect of dilutive securities Convertible notes 15,625 1,250,000 Diluted earnings per share Net income $ 100,790 23,465,510 $ 0.00 Six Months Ended June 30, 2021 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 912,573 22,215,512 $ 0.04 Effect of dilutive securities Convertible notes 31,250 1,250,000 Diluted earnings per share Net income $ 943,823 23,465,512 $ 0.04

Basis of Presentation and Sum_3

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative)	Feb. 05, 2021 USD ($)
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative)
Borrowed Amount	$ 940,734

Royalties and Fees (Details Nar

Royalties and Fees (Details Narrative)	3 Months Ended
	Jun. 30, 2022 USD ($) integer	Jun. 30, 2021 USD ($)	Dec. 31, 2021 integer
Deferred contract income and deferred costs	$ 864,590
Number of franchises/licenses in operation | integer	3,081		3,069
Number of licensed grocery store units | integer	2,404
Equipment Commission
Royalties And Fees	$ 20,800	$ 13,000
Amortized Initial Franchise Fees and Equipment Commissions
Royalties And Fees	1,100,000	1,200,000
Common Stock
Royalties And Fees	$ 60,000	$ 97,000

Earnings (Loss) per Share (Deta

Earnings (Loss) per Share (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Net Income (losses)	$ (50,261)	$ 85,165	$ (186,957)	$ 912,573
Weighted Average Number Of Common Shares Outstanding, Basic	22,215,512	22,215,512	22,215,512	22,215,512
Diluted Earnings Per Share Net Loss	$ (34,640)	$ 100,790	$ (155,707)	$ 943,823
Weighted Average Number Of Common Shares Outstanding	23,579,118	23,465,510	23,579,118	23,465,512
Earnings Per Share, Basic	$ 0	$ 0	$ (0.01)	$ 0.04
Net Income (loss)	$ 0	$ 0	$ (0.01)	$ 0.04
Convertible Note Payable
Effect Of Dilutive Securities	$ 15,625	$ 15,625	$ 0	$ 31,250
Shares Denominator	1,250,000	1,250,000	1,250,000	1,250,000

Note payable (Details Narrative

Note payable (Details Narrative) - USD ($)	Feb. 07, 2020	Jun. 30, 2022	Dec. 31, 2021
Note Payable Principle Amount		$ 610,046	$ 597,229
Tranche 1 [Member]
Purchase Shares Of Common Stock	1,200,000
Exercise Price	$ 0.57
Trading Price Per Share	$ 1.40
Tranche 2 [Member]
Purchase Shares Of Common Stock	900,000
Exercise Price	$ 0.72
Trading Price Per Share	$ 1.50
Tranche 3 [Member]
Purchase Shares Of Common Stock	150,000
Exercise Price	$ 0.97
Secured Promissory Note [Member]
Purchase Shares Of Common Stock	2,250,000
Note Payable Principle Amount	$ 33,333
Bank Loan	8,000,000
Original Amount	6,100,000
Repayments Of Senior Debt	4,200,000
Convertible Debt	$ 1,275,000
Interest Rate Per Annum	3%
Interest Rate	7.75%
Maturity Date	Feb. 07, 2025