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 | 000-55470 | |
Entity Registrant Name | CQENS Technologies Inc. | |
Entity Central Index Key | 0001479915 | |
Entity Tax Identification Number | 27-1521407 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 5550 Nicollet Avenue | |
Entity Address, City or Town | Minneapolis | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55419 | |
City Area Code | (612) | |
Local Phone Number | 812-2037 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 26,060,595 |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 933,622 | $ 3,588,377 |
Prepaid expenses | 307,897 | 143,369 |
Total Current Assets | 1,241,519 | 3,731,746 |
Equipment, net | 182,759 | 190,005 |
Intellectual property, net | 892,208 | 707,760 |
Right-of-use asset - lease, net | 138,867 | |
Leasehold improvement, net | 16,213 | |
Prepaid expenses – noncurrent portion | 601,288 | |
TOTAL ASSETS | 3,072,854 | 4,629,511 |
Current Liabilities | ||
Accounts payable | 114,861 | 82,126 |
Accrued expenses | 144,509 | 116,799 |
Current portion of lease liability | 51,538 | |
Total Current Liabilities | 310,908 | 198,925 |
Lease liability, net of current portion | 87,329 | |
TOTAL LIABILITIES | 398,237 | 198,925 |
STOCKHOLDERS’ EQUITY | ||
Preferred Stock: $0.0001 par value: 10,000,000 shares authorized no shares issued and outstanding at September 30, 2022 and December 31, 2021 | ||
Common Stock: $0.0001 par value; 200,000,000 shares authorized: 26,060,595 shares issued and outstanding at September 30, 2022 and 26,015,595 issued and outstanding at December 31, 2021 | 2,606 | 2,602 |
Additional paid-in capital | 19,314,414 | 17,737,478 |
Accumulated deficit | (16,642,403) | (13,309,494) |
TOTAL STOCKHOLDERS’ EQUITY | 2,674,617 | 4,430,586 |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ 3,072,854 | $ 4,629,511 |
Balance Sheets (Parenthetical)
Balance Sheets (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 | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 26,060,595 | 26,015,595 |
Common stock, shares outstanding | 26,060,595 | 26,015,595 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Expenses | ||||
General and administrative | $ 433,299 | $ 321,206 | $ 2,066,156 | $ 2,221,761 |
Research and development | 255,643 | 171,263 | 572,593 | 456,902 |
Professional fees | 266,719 | 114,968 | 694,149 | 530,298 |
Total Operating Expenses | 955,661 | 607,437 | 3,332,898 | 3,208,961 |
Other (Expense) | (11) | (16) | (11) | 23 |
Net Loss | $ (955,672) | $ (607,453) | $ (3,332,909) | $ (3,208,938) |
Basic and diluted loss per common share | $ (0.04) | $ (0.02) | $ (0.13) | $ (0.13) |
Basic and diluted weighted average shares outstanding | 26,055,704 | 25,658,186 | 26,029,111 | 25,545,986 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 2,540 | $ 5,990,194 | $ (4,843,582) | $ 1,149,152 |
Beginning balance, shares at Dec. 31, 2020 | 25,397,685 | |||
Common stock issued for cash | $ 54 | 4,809,946 | 4,810,000 | |
Common stock issued for cash, shares | 545,288 | |||
Common stock issued for consulting services | $ 4 | 252,500 | 252,504 | |
Common stock issued for consulting services, shares | 36,072 | |||
Stock options expense | 1,854,459 | 1,854,459 | ||
Net Loss | (3,208,938) | (3,208,938) | ||
Ending balance, value at Sep. 30, 2021 | $ 2,598 | 12,907,099 | (8,052,520) | 4,857,177 |
Ending balance, shares at Sep. 30, 2021 | 25,979,045 | |||
Beginning balance, value at Jun. 30, 2021 | $ 2,565 | 9,414,966 | (7,445,067) | 1,972,464 |
Beginning balance, shares at Jun. 30, 2021 | 25,648,045 | |||
Common stock issued for cash | $ 33 | 3,309,967 | 3,310,000 | |
Common stock issued for cash, shares | 331,000 | |||
Stock options expense | 182,166 | 182,166 | ||
Net Loss | (607,453) | (607,453) | ||
Ending balance, value at Sep. 30, 2021 | $ 2,598 | 12,907,099 | (8,052,520) | 4,857,177 |
Ending balance, shares at Sep. 30, 2021 | 25,979,045 | |||
Beginning balance, value at Dec. 31, 2021 | $ 2,602 | 17,737,478 | (13,309,494) | 4,430,586 |
Beginning balance, shares at Dec. 31, 2021 | 26,015,595 | |||
Common stock issued for cash | $ 3 | 349,997 | 350,000 | |
Common stock issued for cash, shares | 35,000 | |||
Common stock issued for consulting services | $ 1 | 99,999 | 100,000 | |
Common stock issued for consulting services, shares | 10,000 | |||
Stock options expense | 1,126,940 | 1,126,940 | ||
Net Loss | (3,332,909) | (3,332,909) | ||
Ending balance, value at Sep. 30, 2022 | $ 2,606 | 19,314,414 | (16,642,403) | 2,674,617 |
Ending balance, shares at Sep. 30, 2022 | 26,060,595 | |||
Beginning balance, value at Jun. 30, 2022 | $ 2,602 | 18,769,692 | (15,686,731) | 3,085,563 |
Beginning balance, shares at Jun. 30, 2022 | 26,015,595 | |||
Common stock issued for cash | $ 3 | 349,997 | 350,000 | |
Common stock issued for cash, shares | 35,000 | |||
Common stock issued for consulting services | $ 1 | 99,999 | 100,000 | |
Common stock issued for consulting services, shares | 10,000 | |||
Stock options expense | 94,726 | 94,726 | ||
Net Loss | (955,672) | (955,672) | ||
Ending balance, value at Sep. 30, 2022 | $ 2,606 | $ 19,314,414 | $ (16,642,403) | $ 2,674,617 |
Ending balance, shares at Sep. 30, 2022 | 26,060,595 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (3,332,909) | $ (3,208,938) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Amortization expense | 54,327 | 43,933 |
Lease expense | 21,388 | |
Depreciation expense | 15,046 | 13,452 |
Stock options expense | 1,126,940 | 1,854,459 |
Common stock issued for consulting services | 100,000 | 252,504 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (164,528) | 5,032 |
Prepaid expenses – noncurrent portion | (601,288) | |
Accounts payable | 32,735 | (7,123) |
Lease liability | (21,388) | |
Accrued expenses | 27,710 | 23,138 |
Net cash used in operating activities | (2,741,967) | (1,023,543) |
Cash flows used in investing activities | ||
Additions to intellectual property | (236,944) | (93,971) |
Additions to furniture and equipment | (7,800) | |
Leasehold improvements | (18,044) | |
Net cash flows used in investing activities | (262,788) | (93,971) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock | 350,000 | 4,810,000 |
Repayment of related party debt | (255,544) | |
Net Cash provided by financing activities | 350,000 | 4,554,456 |
Net change in cash and cash equivalents | (2,654,755) | 3,436,942 |
Cash and cash equivalents, beginning of period | 3,588,377 | 589,153 |
Cash and cash equivalents, end of period | 933,622 | 4,026,095 |
Supplementary disclosure for non cash activities: | ||
Right-of-use asset in exchange for lease liability | $ 160,255 |
NATURE OF BUSINESS AND SUMMARY
NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION | NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION Nature of Business CQENS Technologies, Inc. (“we”, “our”, the “Company”, “CQENS”) is a technology company with a proprietary method of heating plant-based consumable formulations that produce an aerosol that lead to the effective and efficient inhalation of the plant’s constituents. This is accomplished at a high temperature but without the accompanying constituents of combustion. Our system of heating is a high temperature, non-combustion system. Our Heat-not-Burn Tobacco Product (HTP) system is a patent-pending method of heating plant-based consumables for inhalation that is superior to other methods of ingestion, smoking, vaping, swallowing or via topical application. In the nine months ended September 30, 2022 the effects of the COVID-19 pandemic were felt by the Company. While the duration and full impact of the pandemic is unknown at this time, we expect that the pandemic will continue to adversely impact CQENS in several ways. Our business model is dependent upon our ability to enter into strategic partnerships in the future, including alliances with consumer product companies, to enhance and accelerate the development and commercialization of our proposed products. We will also be dependent upon third party manufacturers to produce our proposed products, as well as third party marketing and distribution companies. We believe that our business opportunities are international in nature and include potential partnerships in the UK, the EU and Asia, including the People’s Republic of China. The worldwide pandemic caused by COVID-19 have caused certain of these opportunities to be delayed. Although the pandemic continues in 2022 and while certain of these opportunities might be limited or lost, we are optimistic that in the final quarter of this year we can raise a limited amount of working capital. We will need to raise additional working capital to provide sufficient funding to bring our proposed products to market. The impact of COVID-19 on the capital markets will make it more difficult for small, pre-revenue companies such as ours to access capital. We will continue to assess the impact of the COVID-19 pandemic on our Company, however, at this time we are unable to predict all possible impacts on our company, our operations and our prospects. Basis of Presentation Basis of Presentation Certain information and footnote disclosures included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and footnotes thereto in the Company’s December 31, 2021 audited financial statements. The results of operations for the period ended September 30, 2022 are not necessarily indicative of the operating results for the full year. Recent Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The Company’s financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has recurring losses, and although has cash and cash equivalents in excess of five hundred thousand dollars, with renewed research and development efforts and with no source of revenue sufficient to cover its operations costs over the next 12 months these may not allow it to continue as a going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company will be dependent upon the raising of additional capital. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 3 – STOCKHOLDERS’ EQUITY On April 21, 2022, we granted 60,000 30,000 10.00 599,293 On June 24, 2022 we granted 20,000 20,000 10.00 199,749 On July 11, 2022 we sold 35,000 350,000 On July 11, 2022 we issued 10,000 On February 15, 2021, we granted 400,000 200,000 7.00 100,000 four years 2,798,086 2,036,625 7.00 5 303.59% 0.27% February 15, 2026 On March 15, 2021, we sold a total of 71,429 500,000 On April 21, 2021, we sold a total of 71,430 250,000 500,000 On May 1, 2021, we entered into a consulting engagement memorandum with an unrelated third party for the consultant’s guidance and expertise in identifying business opportunities, partners and other skilled consultants in the People’s Republic of China and/or other territories of Asia. As compensation for the services, we issued this individual 20,000 140,000 On May 16, 2021, we entered into a consulting engagement memorandum with an unrelated third party pursuant to which we engaged this party to identify key Asian resources for our company. As compensation for the services, we issued this individual 16,072 112,504 On May 17, 2021, we sold a total of 71,429 500,000 On September 28, 2021, we sold a total of 296,000 2,960,000 On September 28, 2021, we sold 5,000 50,000 On September 30, 2021, we sold 30,000 300,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 – RELATED PARTY TRANSACTIONS We maintain our corporate offices at 5550 Nicollet Avenue, Minneapolis, MN 55419. We lease the premises on a month-to-month basis from 5550 Nicollet, LLC, a company owned by Mr. Chong. Rent for each of the third quarters of 2022 and 2021 was $ 2,325 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
LEASES | Note 5 – LEASES We account for our leases under ASC 842, Leases , We categorized leases with terms longer than twelve months as either operating or finance. Finance leases are generally those leases that would allow us to substantially utilize or pay for the entire asset over its estimated life. Assets acquired under finance leases are recorded in property and equipment, net. All other leases are categorized as operating leases. We did not have any finance leases as of September 30, 2022. Our lease for property is for three years. We elected the accounting policy to include both the lease and non-lease components of our agreements as a single component and account for them as a lease. Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on similarly secured borrowings available to us. Lease assets are recognized based on the initial present value of the fixed lease payments, reduced by landlord incentives, plus any direct costs from executing the lease. Lease assets are tested for impairment in the same manner as long-lived assets used in operations. Leasehold improvements are capitalized at cost over the lesser of their expected useful life or the lease term. When we have options to extend the lease term, terminate the lease before the contractual expiration date, or purchase the leased asset, and it is reasonably certain that we will exercise the option, we consider these options in determining the classification and measurement of the lease. Costs associated with the operating lease are recognized on a straight-line basis within operating expenses over the term of the lease. The following table presents the lease-related asset and liability recorded on the balance sheets: SCHEDULE OF LEASE RELATED ASSET AND LIABILITY 1 September 30, 2022 Assets Leasehold improvement, net $ 16,213 Operating lease asset $ 138,867 Liabilities Current Operating lease liabilities $ 51,538 Noncurrent Operating lease liabilities $ 87,329 Supplemental cash flow information related to leases were as follows: SCHEDULE OF CASH FLOW INFORMATION RELATED LEASES Nine Months September 30, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 24,000 ROU assets recognized in exchange for lease obligations Operating leases $ 160,255 The table below present the remaining lease terms and discount rates for operating lease. SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATES September 30, 2022 Weighted-average remaining lease term Operating lease 2.58 Weighted-average discount rate Operating lease 5.25 % Maturities of lease liabilities as of September 30, 2022, were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating Lease 2022 (three months remaining) 14,400 2023 57,600 2024 57,600 2025 19,200 Thereafter - Total lease payments 148,800 Less: amount of lease payments representing interest (9,933 ) Present value of future minimum lease payments $ 138,867 Less: current obligations under lease $ (51,538 ) Non-current obligations $ 87,329 |
PREPAID EXPENSE _ NONCURRENT PO
PREPAID EXPENSE – NONCURRENT PORTION | 9 Months Ended |
Sep. 30, 2022 | |
Prepaid Expense Noncurrent Portion | |
PREPAID EXPENSE – NONCURRENT PORTION | Note 6 - PREPAID EXPENSE – NONCURRENT PORTION Effective July 13, 2022 the Company entered into a manufacturing contract with Montrade S.p.A., (“Montrade”) a company based in Bologna, Italy, for Montrade to manufacture and install the consumable manufacturing equipment. The Company made an initial payment of $ 589,265 1,086,465 12,023 601,288 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Note 7 – SUBSEQUENT EVENTS On October 21, 2022, our Board of Directors (“Board”) awarded stock options to 39 individuals, representing up to a maximum of 595,000 10.00 |
NATURE OF BUSINESS AND SUMMAR_2
NATURE OF BUSINESS AND SUMMARY OF BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business CQENS Technologies, Inc. (“we”, “our”, the “Company”, “CQENS”) is a technology company with a proprietary method of heating plant-based consumable formulations that produce an aerosol that lead to the effective and efficient inhalation of the plant’s constituents. This is accomplished at a high temperature but without the accompanying constituents of combustion. Our system of heating is a high temperature, non-combustion system. Our Heat-not-Burn Tobacco Product (HTP) system is a patent-pending method of heating plant-based consumables for inhalation that is superior to other methods of ingestion, smoking, vaping, swallowing or via topical application. In the nine months ended September 30, 2022 the effects of the COVID-19 pandemic were felt by the Company. While the duration and full impact of the pandemic is unknown at this time, we expect that the pandemic will continue to adversely impact CQENS in several ways. Our business model is dependent upon our ability to enter into strategic partnerships in the future, including alliances with consumer product companies, to enhance and accelerate the development and commercialization of our proposed products. We will also be dependent upon third party manufacturers to produce our proposed products, as well as third party marketing and distribution companies. We believe that our business opportunities are international in nature and include potential partnerships in the UK, the EU and Asia, including the People’s Republic of China. The worldwide pandemic caused by COVID-19 have caused certain of these opportunities to be delayed. Although the pandemic continues in 2022 and while certain of these opportunities might be limited or lost, we are optimistic that in the final quarter of this year we can raise a limited amount of working capital. We will need to raise additional working capital to provide sufficient funding to bring our proposed products to market. The impact of COVID-19 on the capital markets will make it more difficult for small, pre-revenue companies such as ours to access capital. We will continue to assess the impact of the COVID-19 pandemic on our Company, however, at this time we are unable to predict all possible impacts on our company, our operations and our prospects. |
Basis of Presentation | Basis of Presentation Basis of Presentation Certain information and footnote disclosures included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. It is suggested that these financial statements be read in conjunction with the financial statements and footnotes thereto in the Company’s December 31, 2021 audited financial statements. The results of operations for the period ended September 30, 2022 are not necessarily indicative of the operating results for the full year. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases | |
SCHEDULE OF LEASE RELATED ASSET AND LIABILITY | The following table presents the lease-related asset and liability recorded on the balance sheets: SCHEDULE OF LEASE RELATED ASSET AND LIABILITY 1 September 30, 2022 Assets Leasehold improvement, net $ 16,213 Operating lease asset $ 138,867 Liabilities Current Operating lease liabilities $ 51,538 Noncurrent Operating lease liabilities $ 87,329 |
SCHEDULE OF CASH FLOW INFORMATION RELATED LEASES | Supplemental cash flow information related to leases were as follows: SCHEDULE OF CASH FLOW INFORMATION RELATED LEASES Nine Months September 30, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 24,000 ROU assets recognized in exchange for lease obligations Operating leases $ 160,255 |
SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATES | The table below present the remaining lease terms and discount rates for operating lease. SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATES September 30, 2022 Weighted-average remaining lease term Operating lease 2.58 Weighted-average discount rate Operating lease 5.25 % |
SCHEDULE OF MATURITIES OF LEASE LIABILITIES | Maturities of lease liabilities as of September 30, 2022, were as follows: SCHEDULE OF MATURITIES OF LEASE LIABILITIES Operating Lease 2022 (three months remaining) 14,400 2023 57,600 2024 57,600 2025 19,200 Thereafter - Total lease payments 148,800 Less: amount of lease payments representing interest (9,933 ) Present value of future minimum lease payments $ 138,867 Less: current obligations under lease $ (51,538 ) Non-current obligations $ 87,329 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||||||
Jul. 11, 2022 | Jun. 24, 2022 | Apr. 21, 2022 | Sep. 30, 2021 | Sep. 28, 2021 | May 17, 2021 | May 16, 2021 | May 01, 2021 | Apr. 21, 2021 | Mar. 15, 2021 | Feb. 15, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Value of shares issued as compensation for service | $ 100,000 | $ 100,000 | $ 252,504 | |||||||||||
Consultants [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of common stock shares issued | 10,000 | |||||||||||||
Investor [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Sale of stock transaction, shares | 35,000 | 30,000 | 5,000 | |||||||||||
Sale of stock transaction, value | $ 350,000 | $ 300,000 | $ 50,000 | |||||||||||
Non-U.S. Person [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Sale of stock transaction, shares | 71,429 | 71,429 | ||||||||||||
Sale of stock transaction, value | $ 500,000 | $ 500,000 | ||||||||||||
Two Non-U.S. Person [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Sale of stock transaction, shares | 71,430 | |||||||||||||
Sale of stock transaction, value | $ 500,000 | |||||||||||||
Non-U.S. Person One [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Payments for private placement | 250,000 | |||||||||||||
Non-U.S. Person Two [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Payments for private placement | $ 250,000 | |||||||||||||
Unrelated Third Party [Member] | Consulting Engagement Memorandum [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of shares issued as compensation for service | 16,072 | 20,000 | ||||||||||||
Value of shares issued as compensation for service | $ 112,504 | $ 140,000 | ||||||||||||
Eleven Non-U.S. Person [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Sale of stock transaction, shares | 296,000 | |||||||||||||
Sale of stock transaction, value | $ 2,960,000 | |||||||||||||
2014 Equity Compensation Plan [Member] | Two Consultants [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Options granted | 60,000 | |||||||||||||
Number of options granted | 30,000 | |||||||||||||
Stock option exercise price per share | $ 10 | |||||||||||||
Fair value option granted | $ 599,293 | |||||||||||||
2014 Equity Compensation Plan [Member] | Consultants [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Options granted | 20,000 | |||||||||||||
Number of options granted | 20,000 | |||||||||||||
Stock option exercise price per share | $ 10 | |||||||||||||
Fair value option granted | $ 199,749 | |||||||||||||
2019 Equity Compensation Plan [Member] | Two Consultants [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Options granted | 400,000 | |||||||||||||
Number of options granted | 200,000 | |||||||||||||
Stock option exercise price per share | $ 7 | |||||||||||||
Fair value option granted | $ 2,798,086 | |||||||||||||
Number of options exercisable | 100,000 | |||||||||||||
Vesting period | four years | |||||||||||||
Fair value option expenses | $ 2,036,625 | |||||||||||||
Share price | $ 7 | |||||||||||||
Expected term | 5 years | |||||||||||||
Computed volatility | 303.59% | |||||||||||||
Risk free rate of return | 0.27% | |||||||||||||
Stock option expiration | Feb. 15, 2026 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
5550 Nicollet LLC [Member] | ||
Related Party Transaction [Line Items] | ||
Payments for rent | $ 2,325 | $ 2,325 |
SCHEDULE OF LEASE RELATED ASSET
SCHEDULE OF LEASE RELATED ASSET AND LIABILITY (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases | ||
Leasehold improvement, net | $ 16,213 | |
Operating lease asset | 138,867 | |
Operating lease liabilities | 51,538 | |
Operating lease liabilities | $ 87,329 |
SCHEDULE OF CASH FLOW INFORMATI
SCHEDULE OF CASH FLOW INFORMATION RELATED LEASES (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases | ||
Operating cash flows from operating leases | $ 24,000 | |
Operating leases | $ 160,255 |
SCHEDULE OF REMAINING LEASE TER
SCHEDULE OF REMAINING LEASE TERMS AND DISCOUNT RATES (Details) | Sep. 30, 2022 |
Leases | |
Weighted-average remaining lease term, Operating lease | 2 years 6 months 29 days |
Weighted-average discount rate, Operating lease | 5.25% |
SCHEDULE OF MATURITIES OF LEASE
SCHEDULE OF MATURITIES OF LEASE LIABILITIES (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Leases | ||
2022 (three months remaining) | $ 14,400 | |
2023 | 57,600 | |
2024 | 57,600 | |
2025 | 19,200 | |
Thereafter | ||
Total lease payments | 148,800 | |
Less: amount of lease payments representing interest | (9,933) | |
Present value of future minimum lease payments | 138,867 | |
Less: current obligations under lease | (51,538) | |
Non-current obligations | $ 87,329 |
PREPAID EXPENSE _ NONCURRENT _2
PREPAID EXPENSE – NONCURRENT PORTION (Details Narrative) - USD ($) | 1 Months Ended | ||
Jul. 13, 2022 | Aug. 31, 2022 | Sep. 30, 2022 | |
Equipment build work-in-progress | $ 601,288 | ||
Automation Equipment [Member] | |||
Equipment service cost | $ 12,023 | ||
Montrade S.p.A [Member] | |||
Payments to acqiured equipment | $ 589,265 | ||
Montrade S.p.A [Member] | Maximum [Member] | |||
Payments to acqiured equipment | $ 1,086,465 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Oct. 21, 2022 $ / shares shares |
Subsequent Event [Line Items] | |
Exercise price per share | $ / shares | $ 10 |
Maximum [Member] | |
Subsequent Event [Line Items] | |
Number of stock options awarded | shares | 595,000 |