Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 14, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 1-11602 | |
Entity Registrant Name | NANO MAGIC HOLDINGS INC. | |
Entity Central Index Key | 0000891417 | |
Entity Tax Identification Number | 47-1598792 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 31601 Research Park Drive | |
Entity Address, City or Town | Madison Heights | |
Entity Address, State or Province | MI | |
Entity Address, Postal Zip Code | 48071 | |
City Area Code | (844) | |
Local Phone Number | 273-6462 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | NMGX | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 10,430,460 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
NET REVENUES | $ 807,026 | $ 545,515 | $ 1,819,951 | $ 3,673,263 |
COST OF SALES | 698,448 | 525,892 | 1,689,342 | 2,109,430 |
GROSS PROFIT | 108,578 | 19,623 | 130,609 | 1,563,833 |
OTHER OPERATING INCOME | 95,701 | 51,572 | 95,701 | 552,109 |
OPERATING EXPENSES: | ||||
Selling and marketing expenses | 88,635 | 59,203 | 264,465 | 136,423 |
Salaries, wages and related benefits | 359,273 | 464,042 | 1,178,612 | 1,754,585 |
Research and development | 4,566 | 2,482 | 15,266 | 11,795 |
Professional fees | 129,362 | 183,167 | 572,135 | 592,067 |
General and administrative expenses | 183,728 | 161,594 | 646,989 | 600,660 |
Total Operating Expense | 765,564 | 870,488 | 2,677,467 | 3,095,530 |
LOSS FROM OPERATIONS | (561,285) | (799,293) | (2,451,157) | (979,588) |
OTHER INCOME (EXPENSE) | ||||
Income from investment in subsidiary | 19,203 | 16,042 | ||
Interest expense | (10,779) | (3,879) | (26,414) | (13,874) |
Other income | 10,267 | 12,892 | 10 | |
Total Other Income (Expense) | 18,691 | (3,879) | 2,520 | (13,864) |
LOSS FROM CONTINUING OPERATIONS | (542,594) | (803,172) | (2,448,637) | (993,452) |
INCOME FROM DISCONTINUED OPERATIONS | ||||
Income from discontinued operations | 45,603 | 1,300 | 132,683 | |
Gain on sale of discontinued operations | 1,148,225 | |||
NET INCOME FROM DISCONTINUED OPERATIONS | 45,603 | 1,149,525 | 132,683 | |
NET LOSS | $ (542,594) | $ (757,569) | $ (1,299,112) | $ (860,769) |
NET INCOME (LOSS) PER SHARE - BASIC: | ||||
Continuing operations | $ (0.05) | $ (0.08) | $ (0.24) | $ (0.11) |
Discontinued operations | 0 | 0.11 | 0.01 | |
NET INCOME (LOSS) PER SHARE - BASIC: | (0.05) | (0.08) | (0.13) | (0.09) |
NET INCOME (LOSS) PER SHARE - DILUTED: | ||||
Continuing operations | (0.05) | (0.08) | (0.24) | (0.11) |
Discontinued operations | 0 | 0.11 | 0.01 | |
NET INCOME (LOSS) PER SHARE - DILUTED: | $ (0.05) | $ (0.08) | $ (0.13) | $ (0.09) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic | 10,108,489 | 9,657,347 | 10,184,881 | 9,411,574 |
Diluted | 10,108,489 | 9,657,347 | 10,184,881 | 9,411,574 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 206,286 | $ 197,932 |
Accounts receivable, net | 356,148 | 293,229 |
Inventory, net | 1,324,628 | 1,379,005 |
Prepaid expenses and contract assets | 167,878 | 212,127 |
Current portion of note receivable | 40,000 | |
Current assets of discontinued operations | 74,373 | |
Total Current Assets | 2,094,940 | 2,156,666 |
Operating lease right-of-use assets | 1,084,036 | 1,219,061 |
Property, plant and equipment, net | 553,875 | 633,187 |
Note receivable, non-current | 385,000 | |
Non-marketable equity investment in subsidiary | 208,899 | |
Non-current assets of discontinued operations | 97,687 | |
Total Assets | 4,326,750 | 4,106,601 |
CURRENT LIABILITIES: | ||
Accounts payable | 545,963 | 174,156 |
Accounts payable - related parties | 15,000 | 21,066 |
Accrued expenses and other current liabilities | 186,977 | 57,040 |
Current portion of notes payable | 59,584 | 87,567 |
Advances from related parties | 47,887 | 113,952 |
Current portion of lease liabilities | 137,487 | 123,988 |
Contract liabilities | 159,688 | |
Current liabilities of discontinued operations | 575,770 | |
Total Current Liabilities | 1,152,586 | 1,153,539 |
Notes Payable, net of current portion | 329,878 | 61,045 |
Lease liabilities, net of current portion | 760,433 | 864,593 |
Non current liabilities of discontinued operations | 111,607 | |
Total Liabilities | 2,242,897 | 2,190,784 |
Commitments and Contingencies (See Note 9) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.0001 par value, 100,000 shares authorized; no shares issued and outstanding | ||
Common stock: $0.0001 par value, 30,000,000 shares authorized; 10,430,460 and 9,702,680 issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 1,043 | 970 |
Additional paid-in capital | 13,427,086 | 11,960,011 |
Accumulated deficit | (11,344,276) | (10,045,164) |
Total Stockholders’ Equity | 2,083,853 | 1,915,817 |
Total Liabilities and Stockholders’ Equity | $ 4,326,750 | $ 4,106,601 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 30,000,000 | 30,000,000 |
Common stock, shares issued | 10,430,460 | 9,702,680 |
Common stock, shares outstanding | 10,430,460 | 9,702,680 |
Condensed Consolidated Statem_2
Condensed Consolidated 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, 2020 | $ 846 | $ 9,867,174 | $ (8,470,600) | $ 1,397,420 |
Beginning balance, shares at Dec. 31, 2020 | 8,459,995 | |||
Common stock issued for cash, net of issuance costs | $ 115 | 1,442,962 | 1,443,077 | |
Common stock issued for cash, net of issuance costs, shares | 1,154,462 | |||
Warrants , options, and warrant options on private placement | 57,723 | 57,723 | ||
Stock-based compensation | 384,718 | 384,718 | ||
Net loss | (860,769) | (860,769) | ||
Common stock issued for services | $ 4 | 40,996 | 41,000 | |
Common stock issued for services, shares | 42,890 | |||
Ending balance, value at Sep. 30, 2021 | $ 965 | 11,793,573 | (9,331,369) | 2,463,169 |
Ending balance, shares at Sep. 30, 2021 | 9,657,347 | |||
Beginning balance, value at Jun. 30, 2021 | $ 965 | 11,668,572 | (8,573,800) | 3,095,737 |
Beginning balance, shares at Jun. 30, 2021 | 9,657,347 | |||
Stock-based compensation | 125,001 | 125,001 | ||
Net loss | (757,569) | (757,569) | ||
Ending balance, value at Sep. 30, 2021 | $ 965 | 11,793,573 | (9,331,369) | 2,463,169 |
Ending balance, shares at Sep. 30, 2021 | 9,657,347 | |||
Beginning balance, value at Dec. 31, 2021 | $ 970 | 11,960,011 | (10,045,164) | 1,915,817 |
Beginning balance, shares at Dec. 31, 2021 | 9,702,680 | |||
Common stock issued for cash, net of issuance costs | $ 73 | 1,273,542 | 1,273,615 | |
Common stock issued for cash, net of issuance costs, shares | 727,780 | |||
Warrants , options, and warrant options on private placement | 36,384 | 36,384 | ||
Stock-based compensation | 157,149 | 157,149 | ||
Net loss | (1,299,112) | (1,299,112) | ||
Ending balance, value at Sep. 30, 2022 | $ 1,043 | 13,427,086 | (11,344,276) | 2,083,853 |
Ending balance, shares at Sep. 30, 2022 | 10,430,460 | |||
Beginning balance, value at Jun. 30, 2022 | $ 1,036 | 13,251,565 | (10,801,682) | 2,450,919 |
Beginning balance, shares at Jun. 30, 2022 | 10,361,015 | |||
Common stock issued for cash, net of issuance costs | $ 7 | 121,522 | 121,529 | |
Common stock issued for cash, net of issuance costs, shares | 69,445 | |||
Warrants , options, and warrant options on private placement | 3,471 | 3,471 | ||
Stock-based compensation | 50,528 | 50,528 | ||
Net loss | (542,594) | (542,594) | ||
Ending balance, value at Sep. 30, 2022 | $ 1,043 | $ 13,427,086 | $ (11,344,276) | $ 2,083,853 |
Ending balance, shares at Sep. 30, 2022 | 10,430,460 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss from continuing operations | $ (2,448,637) | $ (993,452) |
Net income from discontinued operations | 1,149,525 | 132,683 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Change in inventory obsolescence reserve | (2,888) | 75,000 |
Depreciation and amortization expense | 84,222 | 77,247 |
Bad debt expense | 17,980 | |
Stock-based compensation | 157,149 | 430,718 |
Income from investment in subsidiary | (16,042) | |
Change in operating assets and liabilities: | ||
Accounts receivable | (80,900) | 1,005,640 |
Accounts receivable - related party | (1,390) | |
Inventory | 57,265 | (512,441) |
Prepaid expenses and contract assets | 44,249 | (88,578) |
Accounts payable | 371,805 | (522,617) |
Accounts payable - related party | (6,065) | |
Operating lease liabilities | 44,361 | 49,841 |
Customer deposits | 52,968 | |
Accrued expenses | 128,995 | (93,246) |
Contract liabilities | 159,688 | |
Total adjustments | 959,819 | 473,142 |
Net cash used by continuing operating activities | (1,488,818) | (520,310) |
Net cash used by discontinued operating activities | (72,245) | (120,886) |
NET CASH USED BY OPERATING ACTIVITIES | (1,561,063) | (641,196) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from note receivable | 25,000 | |
Purchases of property and equipment | (4,910) | (104,585) |
Net cash provided (used) by continuing investing activities | 20,090 | (104,585) |
Net cash used by discontinued investing activities | (242) | |
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES | 20,090 | (104,827) |
CASH FLOWS FROM CONTINUING FINANCING ACTIVITIES | ||
Proceeds from sale of common stock and warrants | 1,310,000 | 1,500,800 |
Proceeds from issuance of convertible debt | 300,000 | |
Repayment of bank loans | (25,392) | (33,107) |
Repayment of finance leases | (33,758) | (33,638) |
Repayment of advances from related parties | (66,065) | (37,500) |
Net cash provided by continuing financing activities | 1,484,785 | 1,396,555 |
Net cash provided by discontinued financing activities | 20,000 | 76,305 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,504,785 | 1,472,860 |
NET INCREASE (DECREASE) IN CASH | (36,188) | 726,837 |
CASH in continuing operations, beginning of year | 197,932 | 260,145 |
CASH in discontinued operations, beginning of year | 44,542 | 27,989 |
CASH, end of period | 206,286 | 1,014,971 |
Less: CASH in discontinued operations, end of period | 16,730 | |
CASH in continuing operations, end of period | 206,286 | 998,241 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid during the period for interest | $ 26,995 | $ 14,632 |
ORGANIZATION AND BASIS OF PRESE
ORGANIZATION AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION Organization Nano Magic Holdings Inc. (“we”, “us”, “our”, “Nano Magic” or the “Company”), a Delaware corporation, develops and sells a portfolio of nano-layer coatings, nano-based cleaners, and nano-composite products based on its proprietary technology. On March 3, 2020, we changed our name from PEN Inc. to Nano Magic Inc. and on March 2, 2021 we changed our name to Nano Magic Holdings Inc. Through the Company’s wholly-owned subsidiary, Nano Magic LLC, formerly known as PEN Brands LLC, we develop, manufacture and sell consumer and institutional products using nanotechnology to deliver unique performance attributes on the surfaces of a wide variety of substrates. These products are marketed internationally directly to consumers and also to retailers and other institutional customers. On March 31, 2020, PEN Brands LLC changed its name to Nano Magic LLC. Effective May 31, 2022, we sold a 70 30 Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information. Accordingly, they do not include all the information and disclosures required by US GAAP for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of September 30, 2022 and for the three and nine months ended September 30, 2022 and 2021. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 2022 or any other period. The balance sheet at December 31, 2021 has been derived from the audited financial statement at that date but does not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures of the Company as of December 31, 2021 and for the year then ended, which were filed with the Securities and Exchange Commission on Form 10-K on March 30, 2022. Going Concern These unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the unaudited consolidated financial statements, the Company had losses from continuing operations and net cash used by continuing operations of $ 2,448,637 1,488,818 993,452 520,310 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 2 – DISCONTINUED OPERATIONS Effective May 31, 2022, we sold a 70 450,000 7 20,000 25,000 30,000 80,000 1,148,225 In connection with the sale, the capital structure of Applied Nanotech was changed to give us, as the holder of Class B common stock of Applied Nanotech, a 30 The following includes the detail of major classes of assets and liabilities of discontinued operations summarized on the accompanying unaudited consolidated financial statements: SCHEDULE OF DISPOSAL GROUPS ASSETS AND LIABILITIES OF DISCONTINUED OPERATIONS SUMMARIZED December 31 2021 ASSETS CURRENT ASSETS: Cash and investments $ 55,258 Accounts receivable, net 19,115 Total Current Assets 74,373 Operating lease right-of-use assets 90,852 Property, plant and equipment, net 945 Other assets 5,890 Total Assets $ 172,060 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 475,283 Accrued expenses and other current liabilities 12,434 Current portion of lease liabilities 42,291 Contract liabilities 45,762 Total Current Liabilities 575,770 Notes Payable, net of current portion 54,883 Lease liabilities, net of current portion 56,724 Total Liabilities $ 687,377 The following is the detail of major line items that constitute income from discontinued operations: SCHEDULE OF INCOME (LOSS) FROM DISCONTINUED OPERATIONS 2022 2021 2022 2021 For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net Revenues $ - $ 146,202 $ 258,444 $ 698,197 Cost of Sales - 137,551 211,029 517,634 Gross Profit - 8,651 47,415 180,563 Salaries, wages and related benefits - 21,054 23,573 63,843 General and administrative expenses - 8,116 21,961 47,869 Professional fees - 13,090 - 14,715 Other income - (79,305 ) (79,305 ) Interest and other expense - 93 581 758 Income on discontinued operations - 45,603 1,300 132,683 Gain on sale of discontinued operations - - 1,148,225 - Net income from discontinued operations $ - $ 45,603 $ 1,149,525 $ 132,683 |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 3 – INVENTORY At September 30, 2022 and December 31, 2021, inventory consisted of the following: SCHEDULE OF INVENTORY 1 1 September 30, 2022 December 31, 2021 Raw materials $ 703,093 $ 673,518 Work-in-progress 303,774 314,461 Finished goods 380,615 456,768 Inventory, gross 1,387,482 1,444,747 Less: reserve for obsolescence (62,854 ) (65,742 ) Inventory, net $ 1,324,628 $ 1,379,005 |
INVESTMENT IN SUBSIDIARY
INVESTMENT IN SUBSIDIARY | 9 Months Ended |
Sep. 30, 2022 | |
Investments, All Other Investments [Abstract] | |
INVESTMENT IN SUBSIDIARY | NOTE 4 – INVESTMENT IN SUBSIDIARY The Company is accounting for its 30 30 189,696 19,203 208,899 |
FACTORING
FACTORING | 9 Months Ended |
Sep. 30, 2022 | |
Factoring | |
FACTORING | NOTE 5 – FACTORING Since September 1, 2020, The Company has participated in a factoring program with NOWaccount ® Network Corporation (“NOW”). At the time of a sale, NOW buys the receivables at a discount, based on the due date and other terms. The Company has not been using this program in 2022, and there were no 1,451 10,511 |
DEBT AND EQUIPMENT FINANCING
DEBT AND EQUIPMENT FINANCING | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT AND EQUIPMENT FINANCING | NOTE 6 – DEBT AND EQUIPMENT FINANCING On February 10, 2015, Nano Magic entered into a $ 373,000 Equipment Note is payable in 60 equal monthly instalments payments June 10, 2020 4.35 April 10, 2022 6.29 4,053 December 10, 2022 6.29 4,053 14,421 On August 11, 2020, the company entered into a finance lease for furniture. We financed $ 60,684 36 1,972 18,806 On September 24, 2020, the company entered into a finance lease with Raymond Leasing Corporation for a forklift. Nano Magic LLC financed $ 14,250 36 425 4,977 In December 2020, the company entered into a finance lease for production equipment. We financed $ 85,000 48 2,135 51,258 21,380 29,878 In January and February of 2022, the company issued three convertible promissory notes for $ 200,000 100,000 8 March 31, 2025 and March 31, 2026 1.75 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS For the three month and nine-month periods ended September 30, 2022, we accrued $ 6,000 SCHEDULE OF RELATED PARTY TRANSACTIONS 2022 2021 2022 2021 Three Months ended September 30, Nine Months ended September 30, 2022 2021 2022 2021 Ronald J. Berman $ 30,000 $ 30,000 $ 114,150 $ 137,693 Tom J. Berman $ 30,000 $ 35,207 $ 145,900 $ 304,704 Related party debt $ 30,000 $ 35,207 $ 145,900 $ 304,704 One of the purchasers of the 70% interest in Applied Nanotech was Richard Fink who was one of our named executive officers until that sale. Mr. Ron Berman and Mr. Tom Berman are the managers of the limited liability company that is the manager of PEN Comeback, LLC, PEN Comeback 2, LLC, Magic Growth, LLP, Magic Growth 2 LLC and Magic Growth 3 LLC. These five limited liability companies purchased shares of common stock and derivative securities from us in 2018, 2019, 2020, 2021 and 2022. See the subsection on Sales of Stock under Issuances of Common Stock in In addition, Mr. Tom Berman and Mr. Ron Berman are two of three individuals who share voting power of the sole manager of the limited liability company that is our landlord in Michigan. Together, Tom and Ron Berman hold, in the aggregate, a 5 12.5 The lease for the Michigan facility gives us the right, during the first three years of the lease, to buy up to a 49% interest in the landlord for a price equal to 49% of the contributions received from other members. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8 – STOCKHOLDERS’ EQUITY Description of Preferred and Common Stock Preferred Stock The preferred stock may be issued in one or more series. The Company’s board of directors are authorized to issue the shares of preferred stock in such series and to fix from time to time before issuance thereof the number of shares to be included in any such series and the designation, powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, of such series. Common Stock The rights of each share of common are the same with respect to dividends, distributions and rights upon liquidation. Holders of common stock each have one vote per share in the election of directors and other matters submitted to a vote of the stockholders. Issuances of Common Stock Common Stock Issued for Services On March 2, 2021, we issued an aggregate of 37,890 0.95 36,000 Sales of Common Stock and Derivative Equity Securities On March 2, 2021, the Company sold to Magic Growth 2 LLC, 769,231 961,539 769,225 38,461 2.00 On March 17, 2021, the Company sold to Magic Growth 2 LLC, 385,231 481,539 385,225 19,260 2.00 On January 7, 2022, and again on February 14, 2022, the Company sold to several investors an aggregate of $ 200,000 March 31, 2025 8 1.75 On January 11, 2022, the Company sold to Magic Growth 3 LLC 222,223 388,890 222,195 11,110 four years 2.25 On February 22, 2022, the Company sold to Magic Growth 3 LLC 152,778 267,362 152,770 7,638 four years 2.25 On April 14, 2022, the Company sold to Magic Growth 3 LLC 69,445 121,529 69,425 3,471 four years 2.25 On May 27, 2022, the Company sold to Magic Growth 3 LLC 213,889 374,305 213,885 10,694 four years 2.25 On August 29, 2022, the Company sold to Magic Growth 3 LLC 69,445 121,529 69,425 3,471 four years 2.25 In total for the nine months ended September 30, 2022, 727,780 1,273,615 727,700 36,385 300,000 Stock Options Stock options to purchase common stock outstanding at September 30, 2022 include the 130,700 15,000 SCHEDULE OF STOCK OPTION PLAN ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2021 2,133,702 $ 0.77 4.93 - Exercised - - - - Issued 145,700 $ 0.80 - - Expired & forfeited (143,163 ) $ 1.76 - - Outstanding September 30, 2022 2,136,239 $ 0.71 2.73 $ - Exercisable September 30, 2022 1,168,329 $ 0.68 2.58 $ - SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE September 30, 2022 December 31, 2021 Stock options 2,136,239 2,133,702 Stock warrants 7,324,878 6,597,178 Total 9,461,117 8,730,880 Warrants As of September 30, 2022, there were outstanding and exercisable warrants to purchase 7,324,878 4,052,003 1.72 61.3 2015 Equity Incentive Plan On November 30, 2015, the Board of Directors authorized the 2015 Equity Incentive Plan. On December 31, 2019, we issued an aggregate of 102,500 66,615 100,000 2021 Equity Incentive Plan On March 2, 2021, our Board adopted the 2021 Nano Magic 2021 Equity Incentive Plan (the “Plan”) to allow equity compensation for those who provide services to the Company and to encourage ownership in the Company by personnel whose service to the Company is important to its continued progress, to encourage recipients to act as owners and thereby in the stockholders’ interest and to enable recipients to share in the Company’s success. Initially, 85,000 2,500 2,500 200,000 100,000 130,700 0.80 0.60 15,000 0.80 0.60 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Litigation The Company may be, from time to time, subject to various administrative, regulatory, and other legal proceedings arising in the ordinary course of business. As of September 30, 2022 we were not a defendant in any proceedings. Our policy is to accrue costs for contingent liabilities, including legal proceedings or unasserted claims that may result in legal proceedings, when a liability is probable and the amount can be reasonably estimated. As of September 30, 2022, the Company has no |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS On October 26, 2022, the Company received $ 25,000 one 8 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF DISPOSAL GROUPS ASSETS AND LIABILITIES OF DISCONTINUED OPERATIONS SUMMARIZED | The following includes the detail of major classes of assets and liabilities of discontinued operations summarized on the accompanying unaudited consolidated financial statements: SCHEDULE OF DISPOSAL GROUPS ASSETS AND LIABILITIES OF DISCONTINUED OPERATIONS SUMMARIZED December 31 2021 ASSETS CURRENT ASSETS: Cash and investments $ 55,258 Accounts receivable, net 19,115 Total Current Assets 74,373 Operating lease right-of-use assets 90,852 Property, plant and equipment, net 945 Other assets 5,890 Total Assets $ 172,060 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 475,283 Accrued expenses and other current liabilities 12,434 Current portion of lease liabilities 42,291 Contract liabilities 45,762 Total Current Liabilities 575,770 Notes Payable, net of current portion 54,883 Lease liabilities, net of current portion 56,724 Total Liabilities $ 687,377 |
SCHEDULE OF INCOME (LOSS) FROM DISCONTINUED OPERATIONS | The following is the detail of major line items that constitute income from discontinued operations: SCHEDULE OF INCOME (LOSS) FROM DISCONTINUED OPERATIONS 2022 2021 2022 2021 For the Three Months Ended For the Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net Revenues $ - $ 146,202 $ 258,444 $ 698,197 Cost of Sales - 137,551 211,029 517,634 Gross Profit - 8,651 47,415 180,563 Salaries, wages and related benefits - 21,054 23,573 63,843 General and administrative expenses - 8,116 21,961 47,869 Professional fees - 13,090 - 14,715 Other income - (79,305 ) (79,305 ) Interest and other expense - 93 581 758 Income on discontinued operations - 45,603 1,300 132,683 Gain on sale of discontinued operations - - 1,148,225 - Net income from discontinued operations $ - $ 45,603 $ 1,149,525 $ 132,683 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
SCHEDULE OF INVENTORY | At September 30, 2022 and December 31, 2021, inventory consisted of the following: SCHEDULE OF INVENTORY 1 1 September 30, 2022 December 31, 2021 Raw materials $ 703,093 $ 673,518 Work-in-progress 303,774 314,461 Finished goods 380,615 456,768 Inventory, gross 1,387,482 1,444,747 Less: reserve for obsolescence (62,854 ) (65,742 ) Inventory, net $ 1,324,628 $ 1,379,005 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTY TRANSACTIONS | SCHEDULE OF RELATED PARTY TRANSACTIONS 2022 2021 2022 2021 Three Months ended September 30, Nine Months ended September 30, 2022 2021 2022 2021 Ronald J. Berman $ 30,000 $ 30,000 $ 114,150 $ 137,693 Tom J. Berman $ 30,000 $ 35,207 $ 145,900 $ 304,704 Related party debt $ 30,000 $ 35,207 $ 145,900 $ 304,704 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTION PLAN ACTIVITY | SCHEDULE OF STOCK OPTION PLAN ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding December 31, 2021 2,133,702 $ 0.77 4.93 - Exercised - - - - Issued 145,700 $ 0.80 - - Expired & forfeited (143,163 ) $ 1.76 - - Outstanding September 30, 2022 2,136,239 $ 0.71 2.73 $ - Exercisable September 30, 2022 1,168,329 $ 0.68 2.58 $ - |
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE | SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE September 30, 2022 December 31, 2021 Stock options 2,136,239 2,133,702 Stock warrants 7,324,878 6,597,178 Total 9,461,117 8,730,880 |
ORGANIZATION AND BASIS OF PRE_2
ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 9 Months Ended | ||
May 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Losses from continuing operations | $ 2,448,637 | $ 993,452 | |
Net cash (used by) provided by continuing operating activities | $ 1,488,818 | $ 520,310 | |
Parent [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Ownership percentage | 30% | ||
Applied Nano tech Inc [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Sale of interest in subsidiary | 70% | 30% |
SCHEDULE OF DISPOSAL GROUPS ASS
SCHEDULE OF DISPOSAL GROUPS ASSETS AND LIABILITIES OF DISCONTINUED OPERATIONS SUMMARIZED (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and investments | $ 55,258 | |
Accounts receivable, net | 19,115 | |
Total Current Assets | 74,373 | |
Operating lease right-of-use assets | 90,852 | |
Property, plant and equipment, net | 945 | |
Other assets | 5,890 | |
Total Assets | 172,060 | |
CURRENT LIABILITIES: | ||
Accounts payable | 475,283 | |
Accrued expenses and other current liabilities | 12,434 | |
Current portion of lease liabilities | 42,291 | |
Contract liabilities | 45,762 | |
Total Current Liabilities | 575,770 | |
Notes Payable, net of current portion | 54,883 | |
Lease liabilities, net of current portion | 56,724 | |
Total Liabilities | $ 687,377 |
SCHEDULE OF INCOME (LOSS) FROM
SCHEDULE OF INCOME (LOSS) FROM DISCONTINUED OPERATIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Net Revenues | $ 146,202 | $ 258,444 | $ 698,197 | |
Cost of Sales | 137,551 | 211,029 | 517,634 | |
Gross Profit | 8,651 | 47,415 | 180,563 | |
Salaries, wages and related benefits | 21,054 | 23,573 | 63,843 | |
General and administrative expenses | 8,116 | 21,961 | 47,869 | |
Professional fees | 13,090 | 14,715 | ||
Other income | (79,305) | (79,305) | ||
Interest and other expense | 93 | 581 | 758 | |
Income on discontinued operations | 45,603 | 1,300 | 132,683 | |
Gain on sale of discontinued operations | 1,148,225 | |||
Net income from discontinued operations | $ 45,603 | $ 1,149,525 | $ 132,683 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details Narrative) - USD ($) | 9 Months Ended | |
May 31, 2022 | Sep. 30, 2022 | |
Parent [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Ownership percentage | 30% | |
Applied Nano tech Inc [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Sale of interest in subsidiary | 70% | 30% |
Debt instrument face amount | $ 450,000 | |
Debt instrument bear interest | 7% | |
Debt instrument, periodic payment, principal | $ 20,000 | |
Balloon payment | 80,000 | |
Gain on sale of discontinued operations | 1,148,225 | |
Applied Nano tech Inc [Member] | May 2024 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Debt instrument, periodic payment, principal | 25,000 | |
Applied Nano tech Inc [Member] | May 2026 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Debt instrument, periodic payment, principal | $ 30,000 |
SCHEDULE OF INVENTORY (Details)
SCHEDULE OF INVENTORY (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 703,093 | $ 673,518 |
Work-in-progress | 303,774 | 314,461 |
Finished goods | 380,615 | 456,768 |
Inventory, gross | 1,387,482 | 1,444,747 |
Less: reserve for obsolescence | (62,854) | (65,742) |
Inventory, net | $ 1,324,628 | $ 1,379,005 |
INVESTMENT IN SUBSIDIARY (Detai
INVESTMENT IN SUBSIDIARY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
May 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||||||
Investment amount | $ 189,696 | ||||||
Income from investment | $ 19,203 | $ 16,042 | |||||
Non-marketable equity investment in subsidiary | $ 208,899 | $ 208,899 | |||||
Applied Nano tech Inc [Member] | |||||||
Defined Benefit Plan Disclosure [Line Items] | |||||||
Sale of stock, percentage of ownership before transaction | 70% | 30% |
FACTORING (Details Narrative)
FACTORING (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Factoring | ||||
Factoring cost | $ 0 | $ 0 | ||
Interest income, purchased receivables | $ 1,451 | $ 10,511 |
DEBT AND EQUIPMENT FINANCING (D
DEBT AND EQUIPMENT FINANCING (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Oct. 26, 2022 | May 02, 2022 | Sep. 24, 2020 | Aug. 11, 2020 | Jun. 18, 2019 | Feb. 10, 2015 | Dec. 31, 2020 | Feb. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Short-Term Debt [Line Items] | |||||||||||
Lease current | $ 51,258 | $ 4,977 | $ 4,977 | ||||||||
Lease non-current | 21,380 | 21,380 | $ 29,878 | ||||||||
Proceeds from convertible debt | $ 25,000 | 300,000 | |||||||||
Three Convertible Promissory Notes [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, interest rate | 8% | ||||||||||
Proceeds from convertible debt | $ 200,000 | 100,000 | |||||||||
Debt instrument, maturity date | March 31, 2025 and March 31, 2026 | ||||||||||
Debt instrument conversion price | $ 1.75 | ||||||||||
Production Equipment [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Finance lease, liability | $ 85,000 | ||||||||||
Lessee, finance lease, term of contract | 48 months | ||||||||||
Finance lease, principal payments | $ 2,135 | ||||||||||
Raymond Leasing Corporation [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Finance lease, liability | $ 14,250 | ||||||||||
Lessee, finance lease, term of contract | 36 months | ||||||||||
Finance lease, principal payments | $ 425 | ||||||||||
Michigan Facility [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Finance lease, liability | $ 60,684 | ||||||||||
Lessee, finance lease, term of contract | 36 months | ||||||||||
Finance lease, principal payments | $ 1,972 | ||||||||||
Lease current | $ 18,806 | ||||||||||
Equipment Note [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, maturity date | Dec. 10, 2022 | ||||||||||
Debt instrument, interest rate | 6.29% | ||||||||||
Debt instrument, periodic payment | $ 4,053 | ||||||||||
Debt instrument, periodic payment | $ 14,421 | $ 14,421 | |||||||||
Nano Magic LLC [Member] | Equipment Note [Member] | |||||||||||
Short-Term Debt [Line Items] | |||||||||||
Debt instrument, face amount | $ 373,000 | ||||||||||
Debt instrument, installment payments description | Equipment Note is payable in 60 equal monthly instalments payments | ||||||||||
Debt instrument, maturity date | Apr. 10, 2022 | Jun. 10, 2020 | |||||||||
Debt instrument, interest rate | 6.29% | 4.35% | |||||||||
Debt instrument, periodic payment | $ 4,053 |
SCHEDULE OF RELATED PARTY TRANS
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Related party debt | $ 66,065 | $ 37,500 | ||
Ronald J Berman [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party debt | $ 30,000 | $ 30,000 | 114,150 | 137,693 |
Tom J Berman [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party debt | $ 30,000 | $ 35,207 | $ 145,900 | $ 304,704 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Director [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Legal fees | $ 6,000 | $ 6,000 |
Director [Member] | Miles Gatland [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Members or limited partners, ownership interest | 12.50% | |
Tom Berman and Ron Berman [Member] | ||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||
Economic interest percentage | 5% | |
Related party transaction, description of transaction | The lease for the Michigan facility gives us the right, during the first three years of the lease, to buy up to a 49% interest in the landlord for a price equal to 49% of the contributions received from other members. |
SCHEDULE OF STOCK OPTION PLAN A
SCHEDULE OF STOCK OPTION PLAN ACTIVITY (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Feb. 28, 2022 | Sep. 30, 2022 | |
Equity [Abstract] | ||
Number of Options, Outstanding, Beginning balance | 2,133,702 | |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.77 | |
Weighted Average Remaining Contractual Terms (Years), Outstanding | 4 years 11 months 4 days | |
Aggregate Intrinsic Value, Beginning balance | ||
Number of Options, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Aggregate Intrinsic Value, Exercised | ||
Number of Options, Issued | 130,700 | 145,700 |
Weighted Average Exercise Price, Issued | $ 0.80 | $ 0.80 |
Aggregate Intrinsic Value, Issued | ||
Number of Options, Forfeited | (143,163) | |
Weighted Average Exercise Price, Expired and forfeited | $ 1.76 | |
Aggregate Intrinsic Value, expired and forfeited | ||
Number of Options, Outstanding, Ending balance | 2,136,239 | |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 0.71 | |
Weighted Average Remaining Contractual Terms (Years), Outstanding | 2 years 8 months 23 days | |
Aggregate Intrinsic Value, Ending balance | ||
Number of Options, Exercisable, Ending balance | 1,168,329 | |
Weighted Average Exercise Price, Exercisable Ending balance | $ 0.68 | |
Weighted Average Remaining Contractual Terms (Years), Outstanding, Exercisable Ending | 2 years 6 months 29 days | |
Aggregate Intrinsic Value, Exercisable |
SCHEDULE OF ANTIDILUTIVE SECURI
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 9,461,117 | 8,730,880 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 2,136,239 | 2,133,702 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 7,324,878 | 6,597,178 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||
Oct. 26, 2022 | Aug. 29, 2022 | May 27, 2022 | Apr. 14, 2022 | Feb. 22, 2022 | Feb. 14, 2022 | Jan. 11, 2022 | Jan. 07, 2022 | Jun. 21, 2021 | Apr. 08, 2021 | Mar. 17, 2021 | Mar. 02, 2021 | Jan. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2022 | Feb. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | |||||||||||||||||||
Common stock, voting rights | The rights of each share of common are the same with respect to dividends, distributions and rights upon liquidation. Holders of common stock each have one vote per share in the election of directors and other matters submitted to a vote of the stockholders. | ||||||||||||||||||
Common stock issued for services | $ 41,000 | ||||||||||||||||||
Number of shares sold, shares | 727,780 | ||||||||||||||||||
Proceeds from issuance of warrants | $ 36,385 | ||||||||||||||||||
Exercise price per share | $ 1.72 | $ 1.72 | |||||||||||||||||
Proceeds from convertible debt | $ 25,000 | $ 300,000 | |||||||||||||||||
Number of shares sold, value | $ 1,273,615 | ||||||||||||||||||
Exercisable warrants | 727,700 | 727,700 | |||||||||||||||||
Convertible promissory notes | $ 300,000 | ||||||||||||||||||
Number of stock options granted | 130,700 | 145,700 | |||||||||||||||||
Class of warrant or right, outstanding | 4,052,003 | 4,052,003 | |||||||||||||||||
Weighted average contractual term | 61 months 9 days | ||||||||||||||||||
Share-based payment award, options exercise price, per share | $ 0.80 | $ 0.80 | |||||||||||||||||
Weighted average grant date fair value, per share | $ 0.60 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Common stock issued for services, shares | 42,890 | ||||||||||||||||||
Common stock issued for services | $ 4 | ||||||||||||||||||
Exercisable warrants | 7,324,878 | 7,324,878 | |||||||||||||||||
Stock issued, shares, new issues | 69,445 | 727,780 | 1,154,462 | ||||||||||||||||
2021 Equity Incentive Plan [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of stock options granted | 2,500 | 100,000 | 15,000 | 130,700 | |||||||||||||||
Share-based payment award, number of shares authorized | 2,500 | 85,000 | |||||||||||||||||
Number of shares available for issuance | 200,000 | ||||||||||||||||||
Number of share options, granted and forfeited | 100,000 | ||||||||||||||||||
Share-based payment award, options exercise price, per share | $ 0.80 | ||||||||||||||||||
Weighted average grant date fair value, per share | $ 0.60 | ||||||||||||||||||
2015 Equity Incentive Plan [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Stock issued, shares, new issues | 102,500 | ||||||||||||||||||
Accrued Salaries | $ 66,615 | ||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Proceeds from convertible debt | $ 200,000 | $ 200,000 | |||||||||||||||||
Debt instrument, maturity date | Mar. 31, 2025 | Mar. 31, 2025 | |||||||||||||||||
Annual payable interest percentage | 8% | 8% | |||||||||||||||||
Conversion price per share | $ 1.75 | $ 1.75 | |||||||||||||||||
Magic Growth LLC [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Number of shares sold, shares | 69,445 | 213,889 | 69,445 | 152,778 | 222,223 | 385,231 | 769,231 | ||||||||||||
Proceeds from issuance of private placement | $ 481,539 | $ 961,539 | |||||||||||||||||
Warrants issued to purchase the additional shares | 385,225 | 769,225 | |||||||||||||||||
Proceeds from issuance of warrants | $ 3,471 | $ 10,694 | $ 3,471 | $ 7,638 | $ 11,110 | $ 19,260 | $ 38,461 | ||||||||||||
Exercise price per share | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 | $ 2.25 | $ 2 | $ 2 | ||||||||||||
Number of shares sold, value | $ 121,529 | $ 374,305 | $ 121,529 | $ 267,362 | $ 388,890 | ||||||||||||||
Exercisable warrants | 69,425 | 213,885 | 69,425 | 152,770 | 222,195 | ||||||||||||||
Warrants and rights outstanding, term | 4 years | 4 years | 4 years | 4 years | 4 years | ||||||||||||||
Director [Member] | Common Stock [Member] | |||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||
Common stock issued for services, shares | 37,890 | ||||||||||||||||||
Shares issued price per share | $ 0.95 | ||||||||||||||||||
Common stock issued for services | $ 36,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation settlement | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 9 Months Ended | ||
Oct. 26, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Subsequent Event [Line Items] | |||
Debt instrument, maturity date | $ 25,000 | $ 300,000 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Debt instrument, interest rate | 8% |