Nano Magic (NMGX) 10-Q 14 Nov 22 2022 Q3 Quarterly report Financial data

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%