Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

☒ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2024

☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

COMMISSION FILE NO. 1-11602

NANO MAGIC INC.

(Exact name of registrant as specified in its charter)

Delaware		47-1598792
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

31601 Research Park Drive, Madison Heights, MI 48071

(Address of principal executive office, including Zip Code)

Registrant’s telephone number, including area code: (844) 273-6462

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value		NMGX		OTC Markets

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “accelerated filer”, “large accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

Emerging growth company ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No.

As of November 19, 2024, the registrant had 14,408,674 shares of Common Stock issued and outstanding.

Nano Magic Inc.

INDEX

		Page
Part I. Financial Information

Item 1. Financial Statements (Unaudited)		F-1

Condensed Statements of Operations—Three and Nine Months Ended September 30, 2024 and 2023		F-1

Condensed Balance Sheets—September 30, 2024 and December 31, 2023		F-2

Condensed Statements of Changes in Stockholders’ (Deficit) Equity for the Three Months Ended September 30, 2024 and 2023		F-3

Condensed Statements of Changes in Stockholders’ (Deficit) Equity for the Nine Months Ended September 30, 2024 and 2023		F-4

Condensed Statements of Cash Flows—Nine Months Ended September 30, 2024 and 2023		F-5

Notes to Condensed Financial Statements		F-6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		4

Item 3. Quantitative and Qualitative Disclosures about Market Risk		7

Item 4. Controls and Procedures		7

Part II. Other Information		8

Item 1. Legal Proceedings		8

Item 1A. Risk Factors		8

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		8

Item 3. Defaults Upon Senior Securities		8

Item 4. Mine Safety Disclosures		8

Item 5. Other Information		8

Item 6. Exhibits		8

Signatures		9

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain forward-looking statements that we believe are within the meaning of the federal securities laws. For this purpose, any statements that are not statements of historical fact may be deemed to be forward-looking statements, including the statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our strategy, future operations, future expectations or future estimates, financial position and objectives of management. Those statements in this Form 10-Q containing the words “believes,” “anticipates,” “plans,” “expects” and similar expressions constitute forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and are subject to a number of risks, uncertainties and assumptions relating to our operations, results of operations, competitive factors, shifts in market demand and other risks and uncertainties.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could be inaccurate and actual results may differ from those indicated by the forward-looking statements included in this Form 10-Q. In light of the significant uncertainties inherent in the forward-looking statements included in this Form 10-Q, you should not consider the inclusion of such information as a representation by us or anyone else that we will achieve such results. Moreover, we assume no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NANO MAGIC INC.

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)


	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023

NET REVENUES	$	640,271		$	658,159		$	1,837,005		$	2,064,481

COST OF SALES		616,120			575,680			1,790,072			1,705,114

GROSS PROFIT		24,151			82,479			46,933			359,367

OTHER OPERATING INCOME		-			-			-			11,420

OPERATING EXPENSES:
Selling and marketing expenses		83,946			69,242			215,748			182,684
Salaries, wages and related benefits (includes noncash compensation of $387,678, $392,631, $30,375 and $162,601 in the three-and-nine months ended September 30, 2024 and September 30, 2023, respectively)		630,623			264,076			1,069,041			864,864
Research and development		23,649			24,375			65,567			36,650
Professional fees (includes noncash compensation of $383,817, $395,199, $89,624 and $247,791 in the three-and-nine months ended September 30, 2024 and September 30, 2023, respectively)		531,075			167,704			936,907			628,092
General and administrative expenses		206,497			220,230			734,216			667,744

Total Operating Expense		1,475,790			745,627			3,021,479			2,380,034

LOSS FROM OPERATIONS		(1,451,639	)		(663,148	)		(2,974,546	)		(2,009,247	)

OTHER INCOME (EXPENSE)
(Loss) income from investment in subsidiary		(2,155	)		(21,267	)		7,969			19,671
Gain from sale of investment in subsidiary		56,067			-			56,067
Loss from sale of note receivable		-			-			(40,164	)		-
Interest expense		(12,211	)		(12,068	)		(37,676	)		(34,011	)
Interest and other income (expense)		845			(3,192	)		8,385			20,010
Total Other Income (Expense)		42,546			(36,527	)		(5,419	)		5,670

NET LOSS		(1,409,093	)		(699,675	)		(2,979,965	)		(2,003,577	)

NET LOSS PER COMMON SHARE
Basic	$	(0.10	)	$	(0.06	)	$	(0.20	)	$	(0.18	)
Diluted	$	(0.10	)	$	(0.06	)	$	(0.20	)	$	(0.18	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		14,028,240			11,293,388			13,679,848			11,105,186
Diluted		14,028,240			11,293,388			13,679,848			11,105,186

See accompanying notes to condensed financial statements.

F-1

NANO MAGIC INC.

CONDENSED BALANCE SHEETS

(unaudited)

	September 30			December 31
	2024			2023
ASSETS

CURRENT ASSETS:
Cash	$	38,688		$	527,462
Accounts receivable, net of allowance for credit losses of $214,444 and $150,300 at September 30, 2024 and December 31, 2023, respectively		248,810			209,057
Inventory, net		719,949			849,764
Prepaid expenses		33,398			63,538
Current portion of note receivable		-			50,000
Total Current Assets		1,040,845			1,699,821
Operating lease right-of-use assets		675,988			845,563
Property, plant and equipment, net		360,202			424,103
Note receivable, non-current		-			291,782
Non-marketable equity investment in subsidiary		217,871			253,835
Total Assets	$	2,294,906		$	3,515,104

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:
Accounts payable	$	642,129		$	593,338
Accounts payable - related parties		157,402			55,520
Accounts payable		157,402			55,520
Accrued expenses and other current liabilities		437,494			245,398
Current portion of notes payable		440,000			121,610
Current portion of notes payable from related party		25,000			-
Current portion of notes payable		25,000			-
Current portion of finance leases		6,275			24,194
Advances from related parties		42,887			42,887
Current portion of operating lease liabilities		179,624			161,905
Total Current Liabilities		1,930,811			1,244,852
Notes Payable, net of current portion		99,272			375,000
Notes Payable - related parties, net of current portion		-			25,000
Notes Payable - related parties		-			25,000
Operating lease liabilities, net of current portion		409,720			560,514
Total Liabilities		2,439,803			2,205,366

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; 14,408,674 and 13,425,342 issued and outstanding at September 30, 2024 and December 31, 2023, respectively		1,441			1,342
Additional paid-in capital		17,836,099			16,310,868
Accumulated deficit		(17,982,437	)		(15,002,472	)
Total Stockholders’ (Deficit) Equity		(144,897	)		1,309,738
Total Liabilities and Stockholders’ Equity	$	2,294,906		$	3,515,104

See accompanying notes to condensed financial statements.

F-2

NANO MAGIC INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(unaudited)


	Class A Common Stock				Additional Paid-in			Accumulated			Total Stockholders’ (Deficit)
	Shares		Amount		Capital			Deficit			Equity

Balance, June 30, 2024		13,708,676	$	1,371	$	16,539,674		$	(16,573,344	)	$	(32,299	)

Common stock issued for cash, net of issuance costs		699,999		70		524,930			-			525,000

Restricted stock issued for services		-		-		5,691			-			5,691

Stock-based compensation		-		-		765,804			-			765,804

Net loss		-		-		-			(1,409,093	)		(1,409,093	)

Balance, September 30, 2024		14,408,675		1,441		17,836,099			(17,982,437	)		(144,897	)

Balance, June 30, 2023		11,180,953	$	1,117	$	14,569,823		$	(13,450,655	)	$	1,120,285

Common stock issued for cash, net of issuance costs		669,813		67		403,869			-			403,936

Stock-based compensation		-		-		57,601			-			57,601

Stock issued for services		115,380		12		62,386			-			62,398

Warrants and options on private placement		-		-		(3,936	)		-			(3,936	)

Net loss		-		-		-			(699,675	)		(699,675	)

Balance, September 30, 2023		11,966,146		1,196		15,089,743			(14,150,330	)		940,609

See accompanying notes to condensed financial statements.

F-3

NANO MAGIC INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(unaudited)

	Class A Common Stock				Additional Paid-in		Accumulated			Total Stockholders’ (Deficit)
	Shares		Amount		Capital		Deficit			Equity

Balance, December 31, 2023		13,425,342	$	1,342	$	16,310,868	$	(15,002,472	)	$	1,309,738
Balance		13,425,342	$	1,342	$	16,310,868	$	(15,002,472	)		1,309,738

Common stock issued for cash, net of issuance costs		983,333		99		737,401		-			737,500

Restricted stock issued for services		-		-		17,072		-			17,072

Stock-based compensation		-		-		770,758		-			770,758

Net loss		-		-		-		(2,979,965	)		(2,979,965	)

Balance, September 30, 2024		14,408,675		1,441		17,836,099		(17,982,437	)		(144,897	)
Balance		14,408,675		1,441		17,836,099		(17,982,437	)		(144,897	)

Balance, December 31, 2022		10,722,431	$	1,072	$	13,763,143	$	(12,146,753	)	$	1,617,462

Common stock issued for cash, net of issuance costs		998,613		99		843,408		-			843,507

Stock-based compensation		-		-		343,276		-			343,276

Stock issued for services		52,800		5		65,995		-			66,000

Restricted stock issued for services		192,302		20		67,096		-			67,116

Warrants and options on private placement		-		-		6,825		-			6,825

Net loss		-		-		-		(2,003,577	)		(2,003,577	)

Balance, September 30, 2023		11,966,146		1,196		15,089,743		(14,150,330	)		940,609

See accompanying notes to condensed financial statements.

F-4

NANO MAGIC INC.

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)


	For the Nine Months Ended
	September 30,
	2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,979,965	)	$	(2,003,577	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Change in inventory obsolescence reserve		92,424			75,841
Depreciation and amortization expense		80,865			84,132
Bad debt expense		98,619			80,896
Strock issued for services		17,072			70,710
Stock-based compensation		770,758			405,682
Income from investment in subsidiary		(7,969	)		(19,671	)
Gain from sale of subsidiary		(56,067	)
Change in operating assets and liabilities:
Accounts receivable		(138,371	)		(53,911	)
Inventory		37,391			51,515
Prepaid expenses and contract assets		30,140			43,350
Accounts payable		90,571			3,887
Accounts payable - related party		101,882			5,839
Operating lease liabilities		36,501			42,590
Accrued expenses		192,096			154,923
Total adjustments		1,345,912			945,783
					-
NET CASH USED BY OPERATING ACTIVITIES		(1,634,053	)		(1,057,794	)

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from note receivable		300,000			20,000
Proceeds from sale of subsidiary		100,000			-
Purchases of property and equipment		(16,964	)		(9,352	)

NET CASH PROVIDED BY INVESTING ACTIVITIES		383,036			10,648

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock and warrants		737,500			850,332
Proceeds from issuance of convertible debt and warrants		50,000			94,467
Repayment of note payable		(10,000	)		-
Repayment of bank loans		-			(1,630	)
Repayment of finance leases		(15,257	)		(32,073	)

NET CASH PROVIDED BY FINANCING ACTIVITIES		762,243			911,096

NET DECREASE IN CASH		(488,774	)		(136,050	)

CASH, beginning of period		527,462			259,223

CASH, end of period	$	38,688		$	123,173

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest	$	2,112		$	23,973

See accompanying notes to condensed financial statements.

F-5

NANO MAGIC INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2024

(unaudited)

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Organization

Nano Magic 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

Basis of Presentation

The accompanying unaudited condensed 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 financial statements of the Company as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023. The results of operations for the three and nine months ended September 30, 2024 are not necessarily indicative of the operating results for the full year ending December 31, 2024 or any other period. The balance sheet at December 31, 2023 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 financial statements should be read in conjunction with the audited condensed financial statements and related disclosures of the Company as of December 31, 2023 and for the year then ended, which were filed with the Securities and Exchange Commission on Form 10-K on April 3, 2024.

Going Concern

These unaudited condensed 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 condensed financial statements, the Company had losses from operations and net cash used by operations of $2,974,546 and $1,634,053 for the nine months ended September 30, 2024 and a loss from operations of $2,009,247 and cash used by operations of $1,057,794 for the nine months ended September 30, 2023. Moreover, at September 30, 2024, the Company had a working capital deficit of $(889,966) as compared to positive working capital of $454,969 at December 31, 2023. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these unaudited condensed financial statements are issued. Management cannot provide assurance that the Company will ultimately achieve profitable operations, become cash flow positive or raise additional capital. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. They do not include any adjustments related to the recoverability and/or classification of the recorded asset amounts and/or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Reclassifications

Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period. These reclassifications had no effect on the previously reported net loss.

F-6

NOTE 2 – INVENTORY

At September 30, 2024 and December 31, 2023, inventory consisted of the following:

SCHEDULE OF INVENTORY

	September 30, 2024			December 31, 2023
Raw materials	$	712,072		$	648,537
Work-in-progress		218,815			235,811
Finished goods		212,991			296,921
Inventory, gross		1,143,878			1,181,269
Less: reserve for obsolescence		(423,929	)		(331,505	)
Inventory, net	$	719,949		$	849,764

NOTE 3 – ACCOUNTS RECEIVABLE

At September 30, 2024 and December 31, 2023, accounts receivable consisted of the following:

SCHEDULE OF ACCOUNTS RECEIVABLE

	September 30, 2024			December 31, 2023
Accounts receivable		463,254		$	359,357
Less: allowance for doubtful accounts		(214,444	)		(150,300	)
Accounts receivable, net		248,810		$	209,057

Bad debt expense was $80,865 and $84,132 in the nine months ended September 30, 2024 and September 30, 2023, respectively, and included in general and administrative expenses in the statements of operations.

NOTE 4 – INVESTMENT IN SUBSIDIARY

For the three- and nine-month periods ended September 30, 2024, we sold portions of the note receivable from ANI to various parties for total cash proceeds of $0 and $300,000, respectively, incurring a loss on the sale of the note of $41,782. The losses were recorded in other expense in the statement of operations. As a result, at September 30, 2024, the note receivable had a balance of $0 as compared to $341,782 at December 31, 2023; $0 was included in current assets at September 30, 2024 with $50,000 included in current assets at December 31, 2023.

The Company is accounting for its ownership interest in ANI by the equity method of accounting under which the Company’s share of the net income (loss) of ANI is recognized as income (loss) in the Company’s statement of operations. Any dividends received from ANI as well as periodic losses for the Company’s share will be treated as a reduction of the investment account. Periodic income will be treated as an increase in the investment account. For the three- and nine-month periods ended September 30, 2024, the Company recorded a loss from the investment in the subsidiary of $2,155 and income of $7,969, respectively. For the three and nine-month periods ended September 30, 2023, the Company recorded a loss from the investment in subsidiary of $21,267 and income of $19,671, respectively.

During the three-month period ended September 30, 2024, The Company sold a portion of its stake in ANI for $100,000 in cash, reducing its ownership from 30% to 25%. The sale resulted in a gain of $56,067 and increased the investment account. At September 30, 2024 and December 31, 2023, the non-marketable investment was $217,871 and $253,835, included in non-current assets, respectively.

F-7

NOTE 5 – NOTES PAYABLE AND FINANCE LEASE

Notes Payable

On January 7, 2022, the Company sold to one investor a $100,000 convertible note due March 31, 2025. On January 26, 2022, and January 31, 2022, the Company sold two $50,000 convertible notes to two different investors. The two $50,000 notes are due March 31, 2026. All three notes were issued at face value, and bear interest at 8% per annum, payable semi-annually in cash. The notes are convertible at any time at the option of the holder into shares of common stock at a conversion price of $1.75 per share.

On July 27, 2022, the Company sold two convertible notes, one for $50,000 and one for $25,000, both due on March 31, 2025. On August 22, 2022, the Company sold a $25,000 convertible promissory note due March 31, 2026. All three notes were issued at face value, and bear interest at 8% per annum, payable semi-annually in cash. The notes are convertible at any time at the option of the holder into shares of common stock at a conversion price of $1.75 per share.

On October 26, 2022, the Company sold to an investor a $25,000 convertible promissory note due October 31, 2023. Issued at face value, the note bears interest at 8% per annum, payable semi-annually in cash. The note is convertible at any time at the option of the holder into shares of common stock at a conversion price of $1.75 per share. The note was subsequently extended to October 31, 2024.

On December 18, 2022, the Company issued a convertible promissory note for $50,000 that is secured by certain payroll tax credits the Company is entitled to receive under the Employee Retention Tax Credit program. The note was issued at face value and bears interest at 8% per annum, payable at maturity which is eighteen months from date of issue. The note can be converted to common stock at any time at the option of the holders at a conversion price of $1.75 per share at which point accrued interest will be paid in cash. At September 30, 2024, the note remains unpaid.

On June 14, 2023, the Company issued a convertible, secured note and warrants to purchase 10,000 shares of the Company’s common stock for $50,000 with the same terms as the one issued on December 18, 2022. The warrants were recorded as a debt discount on the date of issuance for a total value of $5,333. The balance at September 30, 2024 and December 31, 2023 of the debt discount was $728 and $3,390, respectively.

On July 24, 2023, the Company issued at face value a convertible note in the original principal amount of $50,000. The note is due two years from date of issue, bears interest at 8% per annum and is convertible at $1.25 per share.

On November 2, 2023, the Company issued at face value a convertible note in the original principal amount of $50,000. The note is due on November 2, 2025, bears interest at 8% per annum and is convertible at $1.25 per share.

On June 10, 2024, the Company issued a $50,000 promissory note to an investor. The note bears interest at 1% per month and all principal and interest is payable 120 days from the date of issuance. The note is secured by two purchase orders from a large customer. At September 30, 2024, $40,000 remains unpaid on this note.

At September 30, 2024 and at December 31, 2023, we had outstanding convertible notes aggregating $565,000 and $525,000 in principal amount. The secured, convertible note that was due on June 18, 2024 remains unpaid. The convertible promissory notes have not been included in diluted earnings per share as they would be anti-dilutive.

Finance Lease

In December 2020, the company entered into a finance lease for production equipment. The Company financed $85,000 over a period of 48 months with monthly payments of $2,135 during that time. As of September 30, 2024, and December 31, 2024, the balances on the finance lease were $6,275 and $24,194, respectively. These balances are included in current liabilities on the balance sheet.

F-8

NOTE 6 – OPERATING LEASE

Effective May 31, 2020, we entered into a lease with a related party for a 29,220 square foot building in Madison Heights, Michigan. The occupancy and rent commencement date was October 1, 2020. The lease has an initial term of seven years with a renewal option at the end of the initial term for an additional 3-year term, and a second renewal option thereafter for an additional 5-year term. The renewal term is not included in the calculation of the operating lease liability. As the sole tenant, we are responsible for all taxes, ordinary maintenance, snow removal and other ordinary operating expenses. Rent is $6.50 per square foot, increasing by $0.25 per year. During the first three years we had the right to buy up to a 49% interest in Magic Research LLC for a price equal to 49% of the contributions received from other members. This right has now expired as we did not exercise the option. See Note 8, Stockholders’ Equity, for a description of warrants issued to the owners of Magic Research LLC in connection with this lease. The fair value of these warrants totaling $311,718 were recorded as initial direct costs of obtaining the lease and are included in right-of-use assets on the accompanying balance sheet. See Note 7 , Related Party Transactions, for information about roles in management and economic participation by our CEO and several other directors in the landlord.

In February 2023, we reached an agreement with the landlord of our Michigan facility to accept $66,000 worth of our common stock at a price of $1.25 per share as partial payment of rent for the six-month period from October 2022 through March 2023. During that period, we paid cash of $8,056 per month, effectively a cash rent reduction of $10,983 per month. In May 2023, we reached a further agreement with the landlord under which we pay cash each month to cover the cost of the mortgage and the lease for the lighting fixtures, but that will allow us to pay the balance of the rent by issuing shares of our stock valued at $0.75 per share. We have the option to continue to use stock to pay a portion of the rent through 2024. See Note 10 Subsequent Events for information about a subsequent lease amendment.

For operating leases, we calculated ROU assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the IBR as of that date. The ROU Asset was $675,988 at September 30, 2024 and $845,563 at December 31, 2023. The operating lease liability was $589,344 at September 30, 2024 and $722,419 at December 31, 2023.

NOTE 7 – RELATED PARTY TRANSACTIONS

At September 30, 2024 and at December 31, 2023, accounts payable – related parties totaled $157,402 and $55,520, respectively, and is presented separately in current liabilities. These balances consist of amounts owed to directors and officers as well as to the landlord in which three of our directors are investors. Specifically, Mr. Ron Berman is paid $8,000 monthly as a retainer on his contract with $8,000 owed at September 30, 2024 in accounts payable - related parties and $0 owed at December 31, 2023. Mr. Tom Berman is paid a monthly salary of $18,750, with $0 and $4,379 owed in accounts payable - related parties at September 30, 2024 and December 31, 2023, respectively. The landlord was owed $128,402 and $30,141 at September 30, 2024 and December 31, 2023, respectively.

At September 30, 2024 and at December 31, 2023, aggregate advances from Scott & Jeanne Rickert were $42,887. On both those dates, accrued payroll for the Rickerts was an aggregate of $16,000, which is included within accounts payable – related parties on the accompanying balance sheets.

F-9

In July 2024, we granted options to purchase 60,000 shares to both our CFO and to director Ronald Berman, and the option to purchase up to 30,000 shares to both our General Counsel, Jeanne Rickert, and our Chaiman, Scott Rickert. These grants were half vested on the date of grant and the balance vests monthly over the rest of 2024. In July 2024, we also granted an option to purchase up to 500,000 shares to our President and CEO, half vested on the date of grant and the rest will vest on December 31, 2024. All the options granted in July 2024 were at an exercise price of $0.31 and have a five-year term. The stock option awards to directors and officers resulted in an expense of $208,280 included in stock compensation expense in the statements of operations for the three- and nine-month periods ending September 30, 2024.

In 2023, we granted options to our President and CEO Tom Berman in lieu of salary: In April, an option to purchase up to 30,000 shares, fully vested for salary not paid from January to March, and, in May, a second option for up to 69,228 shares that vest at the rate of 7,692 shares monthly for salary not paid in April and subsequent months of 2023. Also in May 2023, we granted our Chief Financial Officer an option for up to 100,000 shares in recognition of his services from 2019 through 2022. Both our CFO and our General Counsel were granted options in May 2023 for up to 60,000 shares, vesting 5,000 shares per month starting in January 2023 and each month thereafter. In May 2023, we also granted director Ronald Berman an option to purchase up to 50,000 shares for services previously rendered and granted him an option for 45,000 shares that vest at the rate of 5,000 shares per month beginning in April and for each calendar month of 2023. All options have an exercise price of $0.65 per share and a four-year term.

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 Note 8.

In addition, Mr. Tom Berman and Mr. Ron Berman are two of the three individuals who hold the voting power of the sole manager of the limited liability company that is the Company’s landlord in Michigan. Together, Tom and Ron Berman hold, in the aggregate, a 5% economic interest in the landlord entity. Another director, Miles Gatland, owns a 12.5% interest in the Michigan landlord and he is a co-guarantor on the debt of that limited liability company. See Note 8, Stockholder’s Equity regarding the issuance of stock in partial satisfaction of unpaid rent. At September 30, 2024 and at December 31, 2023, rents accrued and unpaid totaled $128,402 and $30,141, respectively.

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

Through the nine months ended September 30, 2024, no stock has been issued for services.

In February 2023, we reached an agreement with the landlord of our Michigan facility to accept 52,800 shares of our common stock at a price of $1.25 per share as partial payment of rent for the nine-month period from October 2022 through March 2023. Those shares were issued in March, 2023. In May 2023, we reached a further agreement with the landlord that calls for us to pay cash each month to cover the cost of the mortgage and the lease for the lighting fixtures, but that will allow us to pay the balance of the rent by issuing shares of our stock valued at $0.75 per share. We have the option to continue to use stock to pay a portion of the rent through 2024. The landlord is a Related Party.

On May 30, 2023, the Company issued 76,922 shares of restricted common stock to a consultant as compensation for services. The shares are subject to forfeiture until vested. So long as the consulting services agreement remains in effect 4,273 shares vested in May for prior service, and another 4,273 shares vest at the end of May and each calendar month thereafter, with 4,277 shares vesting in December 2023. During 2024, 3,205 shares will vest at the end of each month, with 3,206 shares vesting at the end of December 2024.

F-10

In August 2023, the Company issued to each of three individuals who are serving on its advisory committee a total of 38,460 shares of restricted stock for their services during 2023. All shares vested ratably by December 31, 2023.

Sales of Common Stock and Derivative Equity Securities

During the quarter ended September 30, 2024, the Company sold 699,999 shares of common stock for proceeds of $525,000. For the nine months ended September 30, 2024 the company sold a total of 983,333 shares of common stock for proceeds of $737,500.

During the quarter ended September 30, 2023, the Company sold 533,331 shares of common stock for proceeds of $400,000. In addition, during the three-month period ended September 30, 2023, an investment made in April was cancelled and the $250,000 investment was reissued at $0.75 per share, resulting in a net increase in the outstanding stock of 136,482 shares. In connection with this sale, the company canceled the 196,813 warrants previously issued in April.

Stock Options

Stock options to purchase common stock outstanding at September 30, 2024 include those described below. No options were exercised during the period. No options have been included in diluted earnings per share as they would be anti-dilutive. During the three- and nine-month periods ending September 31, 2024, stock compensation expense totaled $771,495 and $787,830 respectively. During the three- and nine-month periods ending September 31, 2023, stock compensation expense totaled $119,999 and $410,392.

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, 2023		2,270,483		$	0.67		2.72	$	76,725
Exercised		-			-		-		-
Issued		1,106,268			0.31		-		-
Expired & forfeited		(55,297	)		0.65		-		-
Outstanding September 30, 2024		3,321,454		$	0.55		3.55	$	738,666

Exercisable September 30, 2024		2,903,540		$	0.58		3.37	$	550,834

	September 30, 2024		December 31, 2023
Stock options		3,321,454		2,270,483
Stock warrants		7,525,265		7,525,265
Convertible debt (on an as converted basis)		368,624		349,824
Total		11,215,343		10,145,572

Warrants

As of September 30, 2024 and September 30, 2023, there were outstanding and exercisable warrants to purchase 7,525,265 shares of common stock. The outstanding warrants have a weighted average exercise price of $1.72 per share and a weighted average remaining contractual term of 31.72 months. As of September 30, 2024, there was no intrinsic value for the warrants. No warrants have been included in diluted earnings per share as they would be anti-dilutive.

F-11

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.

On July 29, 2024, the Company granted 426,268 options under the 2021 Equity Plan at an exercise price of $0.31 per share.

Other Options

See Note 7 Related Parties for other options granted to officers and directors in 2023 and 2024.

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, 2024 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, 2024, the Company has not accrued any amount for litigation contingencies.

NOTE 10 – SUBSEQUENT EVENTS

In October 2024, we reached agreement with our landlord in Michigan to use stock to pay a portion of our rent during the first half of 2025, continuing the arrangements in place for 2024.

On October 21, 2024, the Company authorized the issuance of warrants to a consultant that will vest at the rate of 62,500 per quarter starting December 1, 2024 so long as the consulting arrangement continues, up to a maximum of 250,000 shares at an exercise price of $0.75 per share.

On October 21, 2024 the Company sold a convertible note in the principal amount of $50,000 and on October 24, 2024 sold another note in the principal amount of $50,000. The notes were sold for proceeds equal to the face amount; they are due six months from date of issue, bear interest at an annual rate of 10% and are convertible into common stock at the option of the holder at a price of $1.00 per share.

F-12

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is management’s discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying unaudited condensed financial statements.

OVERVIEW

Nano Magic develops, commercializes and markets nanotechnology powered consumer and industrial cleaners and coatings to clean, protect, and enhance products for peak performance. Consumer products include lens and screen cleaners and coatings, anti-fog solutions, and household and automobile cleaners and protective coatings sold direct-to-consumer and in big box retail. Nano Magic also sells branded and private label cleaners and coatings into the optical, safety, and industrial channels. Our focus is to expand our direct-to-consumer sales through e-commerce and to grow sales to big box retailers. We continue to sell our consumer products directly to opticians and ophthalmologists and small optical retailers. Visit www.nanomagic.com for more information.

RESULTS OF OPERATIONS

The following comparative analysis on results of operations was based primarily on the comparative condensed financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the unaudited condensed financial statements and the notes to those statements that are included elsewhere in this report. The results discussed below are for the three and nine months ended September 30, 2024 and 2023.

Comparison of Results of Continuing Operations for the Three and Nine Months ended September 30, 2024 and 2023

Revenues:

For the three and nine months ended September 30, 2024 and 2023, revenues from continuing operations were:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Total revenue	$	640,271	$	658,159	$	1,837,005	$	2,064,481

For the three months ended September 30, 2024, revenues from continuing operations decreased by $17,888 or 3% as compared to the three months ended September 30, 2023. For the nine months ended September 30, 2024 revenues decreased by $227,476 or 11%, as compared to the nine months ended September 30, 2023. The decreases experienced in 2024 was due to lower revenue from sales through Amazon.

Cost of sales

Cost of sales includes inventory costs, materials and supplies costs, internal labor and related benefits, subcontractor costs, depreciation, and allocated overheads and shipping and handling costs incurred.

	Three Months ended September 30,				Nine Months ended September 30,
	2024		2023		2024		2023
Cost of sales:	$	616,120	$	575,680	$	1,790,072	$	1,705,114

For the three months ended September 30, 2024, cost of revenues increased by $40,440 or 7% as compared to the three months ended September 30, 2023. For the nine months ended September 30, 2024, cost of revenues increased by $84,958 or 5% as compared to the nine months ended September 30, 2023. Cost of sales increased primarily as a result of an increase in labor costs.

Gross profit

For the three months ended September 30, 2024, gross profit was $24,151 as compared to $82,479 for the prior year, a decrease of $58,328 or 71%. For the nine months ended September 30, 2024, gross profit was $46,933 as compared to $359,367 for the same period in the prior year, a decrease of $312,424 or 87%. The decreases were caused by the combination of the lower revenue, continuing fixed costs, and increased labor costs.

Other Operating Income

For the three and nine months ended September 30, 2024, other operating income was $0 as compared to $0 and $11,420 for the three and nine months ended September 30, 2023. The difference is due to the recognition of one-time income booked for the settlement of claims in 2023.

Operating expenses

For the three months ended September 30, 2024, operating expenses increased by $730,164 or 98% compared to the three months ended September 30, 2023. For the nine-month period ended September 20, 2024, operating expenses increased by $641,444 or 27% as compared to the nine months ended September 30, 2023. For the three and nine months ended September 30, 2024 and 2023, operating expenses consisted of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Selling and marketing expenses	$	83,946	$	69,242	$	215,748	$	182,684
Salaries, wages and related benefits		630,623		264,076		1,069,041		864,864
Research and development		23,649		24,375		65,567		36,650
Professional fees		531,075		167,704		936,907		628,092
General and administrative expenses		206,497		220,230		734,216		667,744
Total	$	1,475,790	$	745,627	$	3,021,479	$	2,380,034

●	For the three months ended September 30, 2024, selling and marketing expenses increased by $14,704 or 21% as compared to the three months ended September 30, 2023. For the nine months ended September 30, 2024, selling and marketing expenses increased by $33,064 or 18% as compared to the nine months ended September 30, 2023. The increases were due to increased marketing and advertising and attendance at trade shows.

●	For the three months ended September 30, 2024, salaries, wages and related benefits increased by $366.547 or 139%, as compared to the three months ended September 30, 2023. The cash component for the three-month period was essentially flat; the increased expense was due to the grant of options in July. For the nine months ended September 30, 2024, salaries, wages and related benefits increased by $204,177 or 24%, as compared to the nine-months ended September 30, 2023. The increase for the nine-month period related primarily to the issuance of stock options to employees.

●	For the three months ended September 30, 2024, research and development costs decreased by $726 or 3%, as compared to the three months ended September 30, 2023. For the nine months ended September 30, 2024, research and development costs increased by $28,917 or 79%, as compared to the nine months ended September 30, 2023. The decrease for the three-month period was due timing of expenses. The increase for the nine-month period was due primarily to increased consulting expense that also supported increased research and development efforts.

●	For the three months ended September 30, 2024, professional fees increased by $363,371 or 217%, as compared to the three months ended September 30, 2023. For the nine months ended September 30, 2024, professional fees increased by $308,815 or 49%, as compared to the nine months ended September 30, 2023. The changes were primarily due to the issuance of stock options to consultants and service providers.

●	For the three months ended September 30, 2024, general and administrative expenses decreased by $13,734 or 6% as compared to the three months ended September 30, 2023 due to a reduction in bad debt expense. For the nine months ended September 30, 2024, general and administrative expenses increased by $66,472 or 10% as compared to the nine months ended September 30, 2023. The difference for the nine-month period was due to increased costs for travel, software and supplies.

Loss from operations

As a result of the factors described above, for the three months ended September 30, 2024, loss from operations amounted to $1,451,639 as compared to a loss of $663,148 for the three months ended September 30, 2023, an increase of $788,491 or 119%. For the nine months ended September 30, 2024, loss from operations amounted to $2,974,546 as compared to a loss of $2,009,247 for the nine months ended September 30, 2023, an increase of $965,299 or 48%.

Income (loss) from investment in subsidiary

As a result of the sale of a majority interest in ANI, we report our share of ANI’s income or loss as an investment in a subsidiary. For the three and nine-month periods ended September 30, 2024, we recorded a loss of $2,155 and income of $7,969, respectively. For the three and nine months ended September 30, 2023 there was a loss of $21,267, and income of $19,671, respectively.

Gain from sale of investment in subsidiary

During the three-month period ended September 30, 2024, we sold a portion of our investment in ANI, reducing our interest from 30% to 25%. The gain on that sale is reflected in other income for the quarter, totaling $56,067.

Loss from sale of note receivable

In the first two quarters of 2024, the company sold its note receivable with ANI to various parties for a cash discount, resulting in a loss of $41,782.

Interest expense

For the three months ended September 30, 2024 interest expense was $12,211 as compared to $12,068 in the prior year, and for the nine months ended September 30, 2024 interest expense was $37,676 up from $34,011 in the prior year. The increases for the three- and nine-month comparative periods was due to accrued interest on convertible notes outstanding.

Interest and other income

For the three months ended September 30, 2024, interest and other income was $845 as compared to other expense of $3,192 for the three months ended September 30, 2023. For the nine months ended September 30, 2024, interest and other income was $8,385 as compared to $20,010 for the nine months ended September 30, 2023. The decreases are due to less interest income from ANI resulting from the sales of the notes receivable with ANI.

Net loss

For the three months ended September 30, 2024, net loss was $1,409,093 as compared to a loss of $699,675 for the three months ended September 30, 2023. For the nine months ended September 30, 2024, net loss amounted to $2,979,965 as compared to a loss of $2,003,577 for the nine months ended September 30, 2023.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had a working capital deficit of $889,966 and $38,688 of unrestricted cash as of September 30, 2024 and working capital of $454,969 and $527,462 of unrestricted cash as of December 31, 2023.

The following table sets forth a summary of changes in our working capital from December 31, 2023 to September 30, 2024:

						December 31, 2023 to September 30, 2024
	September 30, 2024			December 31, 2023		Change in Working Capital			Percentage Change
Working capital:
Total current assets	$	1,040,845		$	1,669,821	$	(658,976	)		(38.77	)%
Total current liabilities		1,930,811			1,244,852		(685,959	)		(55.10	)%
Working capital:	$	(889,966	)	$	454,969	$	(1,344,935	)		(295.61	)%

The decrease in current assets was primarily due to a reduction in cash; a reduction in inventory and in prepaid expenses also contributed. The increase in current liabilities was primarily due to an increase in accounts payable and accrued expenses.

Net cash used by operating activities was $(1,634,053) for the nine months ended September 30, 2024 as compared to net cash used by operating activities of $(1,057,794) for the nine months ended September 30, 2023, a net change of $576,259 or an increase of 54%. Net cash used by operating activities for the nine months ended September 30, 2024 primarily resulted from net loss from operations of $2,979,965 adjusted for add-backs of $995,702 and changes in operating assets and liabilities of $350,208.

Net cash provided by investing activities was $383,036 for the nine months ended September 30, 2024, as compared to $10,648 for the same period in 2023. The change was due in substantial part to gain on the sale of the note receivable from ANI and the sale of a portion of our stock in that subsidiary.

Net cash provided by financing activities was $762,243 for the nine months ended September 30, 2024 reflecting $787,500 in proceeds from sales of common stock, warrants and convertible notes, as compared to net cash provided by continuing financing activities of $911,096 for the same period in 2023.

Future Liquidity and Capital Needs.

Our principal future uses of cash are for working capital requirements, including working capital to support increased product sales, sales and marketing expenses and reduction of accrued liabilities. Application of funds among these uses will depend on numerous factors including our sales and other revenues and our ability to control costs.

Equipment Financing and Loans

See note 5 to our unaudited condensed financial statements regarding our equipment loan and financing leases.

Off-Balance Sheet Arrangements

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our condensed unaudited financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

ITEM 3. Quantitative and Qualitative disclosures about market risk

Not applicable to smaller reporting companies.

ITEM 4. Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report (the “Evaluation Date”). This evaluation included consideration of past practices and new resources, the scope of which is for disclosure controls only and not the Company’s internal controls over financial reporting. Based upon this evaluation, our disclosure controls were determined not to be effective.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal Control

There were no changes identified in connection with our internal control over financial reporting during the three months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

Not required of smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 18, 2024, the Company sold an aggregate of 166,666 shares of common stock for proceeds of $125,000.

On July 29, 2024, the Company granted 426,268 options under the 2021 Equity Plan at an exercise price of $0.31 per share. On July 29, 2024, we also granted options not subject to the Equity Plan, including option to purchase up to 60,000 shares to both our CFO and to director Ronald Berman, and the option to purchase up to 30,000 shares to both our General Counsel, Jeanne Rickert, and our Chaiman, Scott Rickert. These grants were half vested on the date of grant and the balance vests monthly over the rest of 2024. In July 2024, we also granted an option to purchase up to 500,000 shares to our President and CEO, half vested on the date of grant and the rest will vest on December 31, 2024. All the options granted in July 2024 that were not subject to the Plan were at an exercise price of $0.31 and have a five-year term.

On August 5, 2024, the Company sold 133,333 shares for proceeds of $100,000. On August 26, 2024, the Company sold 266,666 shares of common stock for proceeds of $200,000. On August 31, 2024, the Company sold an additional 133,333 shares for proceeds of $100,000.

Grants under the 2021 Equity Plan and other option grants were exempt under Rule 701. The sales and issuances of stock and other securities were exempt from registration under Rule 506(c) of Regulation D promulgated under the Securities Act of 1933, and/or under Section 4(a)(2) of the Securities Act. Cash proceeds were used for general corporate purposes.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.		Description
4.1*		Option dated July 29, 2024 issued to Tom J. Berman

4.2*		Form of Option dated July 29, 2024 issued to Ronald J. Berman, Jeanne Rickert, Scott E. Rickert and Leandro Vera

31.1*		Rule 13a-14(a)/15d-14(a) Certificate of Principal Executive Officer

31.2*		Rule 13a-14(a)/15d-14(a) Certificate of Chief Financial Officer

32.1*		Section 1350 Certificate of Principal Executive Officer and Chief Financial Officer

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation

101.DEF		Inline XBRL Taxonomy Extension Definition

101.LAB		Inline XBRL Taxonomy Extension Labels

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*		Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	Nano Magic Inc.
	(Registrant)

Date: November 19, 2024	/s/ Tom J. Berman
	Tom J. Berman,
	President and Chief Executive Officer

Date: November 19, 2024	/s/ Leandro Vera
	Leandro Vera
	Chief Financial Officer

Exhibit 4.1

THIS OPTION AND THE SHARES PURCHASABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Dated: July 29, 2024

OPTION TO PURCHASE

SHARES OF COMMON STOCK OF

NANO MAGIC INC.

This Option is granted under Exhibit B to the Employment Agreement between the Holder and the Company and certifies that Tom J. Berman (the “Holder”) is entitled for a term of 5 years from the date above to purchase, at a price of $0.31 per share (the “Exercise Price”) subject to adjustment under Section 4 below), from Nano Magic Inc., a Delaware corporation (the “Company”), up to 500,000 fully paid and nonassessable shares (the “Option Shares”) of Common Stock, $0.0001 par value per share (the “Stock”) (subject to vesting under Section 1).

1.	Vesting; Exercise; Delivery & Acknowledgement.

1.1.

Vesting. This Option is subject to vesting as follows:

The right to purchase:	Consisting of:	Is vested on:
Tranche 1	250,000 Option Shares	July 29, 2024
Tranche 2	250,000 Option Shares	December 31, 2024

	1.2.	Exercise. The vested Tranches of this option are exercisable from time to time, in whole or in part, from and after the date vesting occurs for that Tranche up to and including 5:00 p.m. (Eastern Time) on the 5th anniversary of vesting (the “Expiration Time”), upon delivery to the Company of the Form of (i) the Exercise Notice attached as Appendix A duly completed and executed. (ii) payment of the aggregate Exercise Price for the number of shares for which this Option is being exercised, and (iii) payment of the Tax Amount Due (as defined in section 2.2).
	1.3.	Delivery. Upon exercise and payment under Section 1.2, the Company will (x) issue and deliver to the Holder, at the Company’s expense, a statement for the Option Shares that were purchased or, (y) if available, and upon request and at the expense of the Holder, electronically deliver the Option Shares purchased to the Holder’s account at The Depository Trust Company (“DTC”) or similar organization. Any other securities or property to which the Holder may be entitled upon exercise shall be delivered to the Holder.

“Business Day” means any day, other than a Saturday, Sunday and any day which is a legal holiday under the Laws of the State of Michigan, or is a day on which banking institutions located in the State of Michigan are authorized or required by law or other governmental action to close.

1.4.

Acknowledgement. In the case of a purchase of less than all the Option Shares in any Tranche, the Company will execute and deliver to the Holder, within ten days after rights represented by this Option have been exercised, an Acknowledgement in the form of Appendix B indicating the number of Option Shares which remain in that Tranche, if any.

2.	Payment of Exercise Price and Applicable Taxes.

2.1.

Exercise Price. The aggregate Exercise Price for Option Shares being purchased hereunder may be paid by (i) cash or wire transfer of immediately available funds to a bank account specified by the Company, or (ii) certified or bank cashier’s check. The Holder may also, in its sole discretion, satisfy its obligation to pay the aggregate purchase price for Option Shares through a “cashless exercise,” in which event the Company shall issue to the Holder the number of determined as follows:

	X =	Y(A- B)
		A

where:

	X = the number of Option Shares on which withholding is due.
	Y = the total number of Option Shares with respect to which this Option is being exercised.
	A = the Closing Sale Price for the Trading Day immediately prior to the date of receipt of the Form of Exercise Notice by the Company.
	B = the Exercise Price in effect for the Option Shares at the time of exercise.

“Trading Day” means a day on which (a) the OTC Market or, if the Stock is not trading on the OTC Market, the principal United States national or regional securities exchange on which the Stock is then listed or open for trading, in each case, with a scheduled closing time of 4:00 p.m. (New York City time ) or the then-standard closing time for regular trading on the relevant exchange or market and (b) a Closing Sale Price for the Stock is available on such securities exchange or market. If the Stock is not so listed, a “Trading Day” means any day on which banking institutions in the State of New York are open for business.

“Closing Sale Price” of the Stock on any date means the closing per share sale price (or, if no closing sales price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) at 4:00 p.m. (New York City time) on such date as reported by the principal United States national or regional securities exchange on which the Stock is listed or, if the Stock is not so listed, as reported by OTC Markets Group Inc. or a similar organization. If the Stock is not so quoted, the “Closing Sales Price” shall be the average of the mid-point of the last bid and ask prices for the Stock on the relevant date from each of at least three nationally recognized independent investment banking firms selected by the Company for this purpose.

2.2 Applicable Taxes. The holder shall pay to the Company a payment equal to the Employee Rate multiplied by X(A-B)( as X, A, and B are defined above, the “Tax Amount Due”). “Employee Rate” means the sum of the rates for applicable federal, state and local withholding taxes that would be deducted from an employee’s wages if the spread between the option price and fair market value was paid to the employee in cash, but specifically excludes any taxes due from the employer. The Tax Amount Due may be paid by (i) cash or wire transfer of immediately available funds to a bank account specified by the Company, or (ii) certified or bank cashier’s check.

Shares to be Fully Paid. All Option Shares which may be issued upon the exercise of the rights represented by this Option will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable. The Company will take all action as may be reasonably necessary to assure that the shares of Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system, if applicable, upon which the Stock may be listed.

Adjustment of Exercise Price and Number of Shares. The Exercise Price and the number of Option Shares purchasable are subject to adjustment as described in this Section 4. Upon each adjustment of the Exercise Price, the Holder shall thereafter be entitled to purchase, at the Exercise Price resulting from the adjustment, the number of shares obtained by multiplying the Exercise Price in effect immediately prior to the adjustment by the number of shares purchasable pursuant hereto immediately prior to the adjustment, and dividing the product by the Exercise Price resulting from the adjustment.

	4.1	Subdivisions, Combinations and Dividends. If the Company (x) pays a dividend or makes a distribution, in shares of Stock, on any all or substantially all shares of Stock, (y) splits or subdivides its outstanding Stock into a greater number of shares, or (z) combines its outstanding Stock into a smaller number of shares, then in each case the Exercise Price in effect immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the number of shares of Stock that the Holder would have owned or would have been entitled to receive after the occurrence of any of the events described above had this Option been exercised immediately prior to the event. An adjustment made under this Section 4.1 will be effective immediately after the close of business on the dividend or distribution date in the case of a dividend or distribution and will be effective immediately after the close of business on the effective date in the case of a subdivision, split or combination, as the case may be. If as a result of an adjustment under this Section 4.1, the Holder is entitled to receive any shares of the Company other than shares of Stock, thereafter the number of other shares receivable upon exercise of this Option shall be subject to adjustment on terms as nearly equivalent as practicable to the provisions of this Section 4 with respect to the Stock.
	4.2	Reclassification. If any reclassification of the capital stock of the Company, by merger, consolidation, reorganization or otherwise, is effected so that holders of Stock are entitled to receive stock, securities, or other assets or property, then, as a condition of the reclassification, lawful and adequate provisions shall be made whereby the Holder shall thereafter have the right to purchase and receive (in lieu of the shares of Stock purchasable and receivable upon the exercise of this Option immediately prior to the reclassification) the shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of Stock equal to the number of shares of Stock purchasable and receivable upon the exercise of this Option immediately prior to the reclassification. If the Company is acquired in an all cash transaction, the Holder shall have the right to receive cash equal to the value of the Option Shares issuable upon a cashless exercise of this Option immediately prior to the closing of the transaction. In any reclassification described above, appropriate provision shall be made with respect to the rights and interests of the Holder so that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Option) shall continue to apply in relation to any shares of stock, or other securities or assets thereafter deliverable upon the exercise hereof.
	4.3	Pro Rata Distributions. If the Company, at any time while this Option is outstanding, distributes to all holders of Stock for no consideration (w) evidences of its indebtedness, (x) any security (other than a distribution of Stock covered by the preceding paragraphs), (y) rights or options to subscribe for or purchase any security, or (z) any other asset, including cash (in each case, “Distributed Property”), then, upon any exercise of this Option that occurs after the record date for determination of stockholders entitled to receive the distribution, the Holder shall be entitled to receive, in addition to the Option Shares, the Distributed Property that the Holder would have been entitled to receive if the Holder been the record holder of the Option Shares immediately prior to the record date.

	4.4	Notice of Adjustment. Upon any adjustment of the Exercise Price or any increase or decrease in the number of Options Shares purchasable, the Company shall give notice to the Holder. The notice shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Option Shares purchasable setting forth in reasonable detail the method of calculation and the facts upon which the calculation is based.
	4.5	Other Notices. If at any time: (1) the Company declares any cash dividend upon its shares of Stock; (2) there is any capital reorganization or reclassification of the capital stock of the Company; (3) the Company is acquired in an all cash transaction; or (4) there is a voluntary or involuntary dissolution, liquidation or winding-up of the Company, then the Company notice to the Holder (a) at least ten days prior to the date on which the books of the Company will close, or the record date for the dividend, cash payment or for determining rights to vote in respect of any the reorganization or reclassification, and (b) if a reorganization or reclassification, at least ten days prior to the date when the same shall take place.

No Voting or Dividend Rights. Nothing contained in this Option shall be construed as conferring upon the Holder the right to vote or to consent to receive notice as a stockholder of the Company or any other matters or any rights whatsoever as a stockholder of the Company prior to the purchase of Option Shares and then only as to the shares purchased in accordance with its terms. No dividends or interest shall be payable or accrued in respect of this Option or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, Option Shares are purchased hereunder.

6.	Transfer. This Option and the rights granted to Holder are not transferable by the Holder and may not be transferred, in whole or in part, except that vested Tranches may be exercised by the legal representative of the Holder for a period of 30 days after his death or disability.

Lost or Mutilated Options. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Option and, in the case of any loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any mutilation upon surrender and cancellation of the Option, the Company, at its expense, will make and deliver a new Option, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Option.

Modification and Waiver. Any term of this Option may be amended by a writing signed by the Company and the Holder. The observance of any term of this Option may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a writing signed by the party against whom the waiver is to be enforced.

9.	Successors and Assigns. Subject to applicable securities laws, this Option and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and of the Holder.

10.

Severability. Wherever possible, each provision of this Option shall be interpreted to be effective and valid under applicable law, but if any provision of this Option shall be prohibited by or invalid under applicable law, the provision shall be ineffective to the extent of the prohibition or invalidity, without invalidating the remainder of the provisions or the remaining provisions of this Option.

11.

Notices. All notices, requests and other communications hereunder shall be in writing and shall be given and shall be delivered personally or via a messenger service (notice given upon receipt), or mailed with confirming e-mail (notice deemed given upon earlier of e-mail receipt or receipt of hard copy) to the party’s corporate address or other address on record with the other parties.

12.	Governing Law. This Option is to be construed in accordance with and governed by the laws of the State of Delaware without regard to its principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Option to be duly executed as of the date first above written.

Nano Magic Inc.

By:	___________________
	Leandro Vera, Chief Financial Officer

Accepted:	___________________
	Tom J. Berman

APPENDIX A NOTICE OF OPTION EXERCISE

TO:	Nano Magic Inc.
	31601 Research Park Drive
	Madison Heights MI 48071
	Attn: Secretary

Via e-mail to: leo@nanomagic.com

The undersigned hereby irrevocably elects to purchase shares of Class A common stock of Nano Magic Holdings Inc under the terms of that Option issued to Tom J Berman on March 3, 2021 (the “Option”) and tenders payment under the Option as follows:

Number of shares being purchased: ___________, payment by wire transfer of $____________OR Cashless exercise, net number of shares to be delivered: ____________*

X =

_______Y(A_A- B)

where:

	X =	the number of Option Shares on which withholding is due.
	Y =	the total number of Option Shares with respect to which this Option is being exercised. A = the Closing Sale Price for the Trading Day immediately prior to the date of receipt of the Form of Exercise Notice by the Company.
	B =	the Exercise Price in effect for the Option Shares at the time of exercise.

Capitalized terms not defined in this notice have the meanings set forth in the Option. This notice is being sent by facsimile to the number and officer identified above and by e-mail to the address noted above.

Plus payment of the Tax Amount Due being $________ paid herewith.

If this notice represents the full exercise of the outstanding balance of the Option, either the Holder has previously surrendered the Option to the Company or will surrender the Option to the Company within ten trading days after delivery of the statement for the shares.

The address of the Holder to be shown on the records of the Company is:

The Tax ID number of the Holder is: _______________________

E-mail address for notices: _____________________________

Date of notice _________________________

Name of Holder: ____________________________

By: ___________________________

APPENDIX B

ACKNOWLEGEMENT

Of Remaining Option Shares

TO: [Holder]

Under the terms of that Option originally issued to Tom J. Berman on March 3 , 2021 (the “Option”) the Company hereby confirms that the remaining Option Shares under Tranche __ following the Notice of Option Exercise dated _______________ are:

Nano Magic Inc.
By:	___________________________

Exhibit 4.2

Dated: July 29, 2024

OPTION TO PURCHASE

SHARES OF COMMON STOCK OF NANO MAGIC INC.

This Option is granted to ___________ (the “Holder”) and entitles Holder to purchase, at a price of $0.31 per share (the “Exercise Price”) subject to adjustment under Section 4 below), from Nano Magic Inc., a Delaware corporation (the “Company”), at any time and from time to time until on or before the 5^th anniversary of the date stated above, up to ________ fully paid and nonassessable shares (the “Option Shares”) of Common Stock, $0.0001 par value per share (the “Stock”).

1.	Vesting; Exercise; Delivery & Acknowledgement.

	1.1.	Vesting. This Option is vested as to [one-half] shares on date of grant and will vest ____ shares at the end of July and at the end of each subsequent month of 2024.
	1.2.	Exercise. This option is exercisable from time to time, in whole or in part, up to and including 5:00 p.m. (Eastern Time) on December 31, 2029 (the “Expiration Time”), upon delivery to the Company of:

	i the Exercise Notice attached as Appendix A duly completed and executed.
	ii payment of the aggregate Exercise Price for the number of shares for which this Option is being exercised, plus payment of any applicable withholding taxes.
	iii if required by the Company, a bona fide written representation and agreement in a form acceptable to the Company, signed by Holder or the other person entitled to exercise the Option, stating that the shares are being acquired for purchaser’s own account, for investment and without any present intention of distributing or reselling said shares except as may be permitted under the Securities Act any other applicable law, and the Holder or other person then entitled to exercise such Option will indemnify the company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by the purchaser is contrary to his or her representation and agreement. The Company may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Securities Act and any other federal or state securities laws or regulations and any other applicable law.
	iv If the Option is being exercised by any person or persons other than Holder, appropriate proof of the person(s) right to exercise the Option.

1.3.

Delivery. Upon exercise and payment under Section 1.2, the Company will (x) issue and deliver to the Holder, at the Company’s expense, a statement for the Option Shares that were purchased or, (y) if available, and upon request and at the expense of the Holder, electronically deliver the Option Shares purchased to the Holder’s account at The Depository Trust Company (“DTC”) or similar organization. Any other securities or property to which the Holder may be entitled upon exercise shall be delivered to the Holder.

1.4.

Acknowledgement. In the case of a purchase of less than all the Option Shares, the Company will execute and deliver to the Holder, within ten days after rights represented by this Option have been exercised, an Acknowledgement in the form of Appendix B indicating the number of Option Shares which remain.

2.	Payment of Exercise Price and Applicable Taxes.

	2.1.	Exercise Price. The aggregate Exercise Price for Option Shares being purchased hereunder may be paid by (i) cash or wire transfer of immediately available funds to a bank account specified by the Company, or (ii) certified or bank cashier’s check.
	2.2.	Applicable Taxes. The holder shall pay to the Company any applicable withholding taxes.
	2.3.	Shares to be Fully Paid. All Option Shares which may be issued upon the exercise of the rights represented by this Option will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable. The Company will take all action as may be reasonably necessary to assure that the shares of Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system, if applicable, upon which the Stock may be listed.

3.1.

Subdivisions, Combinations and Dividends. If the Company (x) pays a dividend or makes a distribution, in shares of Stock, on any all or substantially all shares of Stock, (y) splits or subdivides its outstanding Stock into a greater number of shares, or (z) combines its outstanding Stock into a smaller number of shares, then in each case the Exercise Price in effect immediately prior thereto shall be adjusted so that the Holder shall be entitled to receive the number of shares of Stock that the Holder would have owned or would have been entitled to receive after the occurrence of any of the events described above had this Option been exercised immediately prior to the event. An adjustment made under this Section 4.1 will be effective immediately after the close of business on the dividend or distribution date in the case of a dividend or distribution and will be effective immediately after the close of business on the effective date in the case of a subdivision, split or combination, as the case may be. If as a result of an adjustment under this Section 4.1, the Holder is entitled to receive any shares of the Company other than shares of Stock, thereafter the number of other shares receivable upon exercise of this Option shall be subject to adjustment on terms as nearly equivalent as practicable to the provisions of this Section 4 with respect to the Stock.

	3.2.	Reclassification. If any reclassification of the capital stock of the Company, by merger, consolidation, reorganization or otherwise, is effected so that holders of Stock are entitled to receive stock, securities, or other assets or property, then, as a condition of the reclassification, lawful and adequate provisions shall be made whereby the Holder shall thereafter have the right to purchase and receive (in lieu of the shares of Stock purchasable and receivable upon the exercise of this Option immediately prior to the reclassification) the shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of Stock equal to the number of shares of Stock purchasable and receivable upon the exercise of this Option immediately prior to the reclassification. If the Company is acquired in an all cash transaction, the Holder shall have the right to receive cash equal to the value of the Option Shares issuable upon a cashless exercise of this Option immediately prior to the closing of the transaction. In any reclassification described above, appropriate provision shall be made with respect to the rights and interests of the Holder so that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Option) shall continue to apply in relation to any shares of stock, or other securities or assets thereafter deliverable upon the exercise hereof.
	3.3.	Pro Rata Distributions. If the Company, at any time while this Option is outstanding, distributes to all holders of Stock for no consideration (w) evidences of its indebtedness, (x) any security (other than a distribution of Stock covered by the preceding paragraphs), (y) rights or options to subscribe for or purchase any security, or (z) any other asset, including cash (in each case, “Distributed Property”), then, upon any exercise of this Option that occurs after the record date for determination of stockholders entitled to receive the distribution, the Holder shall be entitled to receive, in addition to the Option Shares, the Distributed Property that the Holder would have been entitled to receive if the Holder been the record holder of the Option Shares immediately prior to the record date.
	3.4.	Notice of Adjustment. Upon any adjustment of the Exercise Price or any increase or decrease in the number of Options Shares purchasable, the Company shall give notice to the Holder. The notice shall state the Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of Option Shares purchasable setting forth in reasonable detail the method of calculation and the facts upon which the calculation is based.
	3.5.	Other Notices. If at any time: (1) the Company declares any cash dividend upon its shares of Stock; (2) there is any capital reorganization or reclassification of the capital stock of the Company; (3) the Company is acquired in an all cash transaction; or (4) there is a voluntary or involuntary dissolution, liquidation or winding-up of the Company, then the Company notice to the Holder (a) at least ten days prior to the date on which the books of the Company will close, or the record date for the dividend, cash payment or for determining rights to vote in respect of any the reorganization or reclassification, and (b) if a reorganization or reclassification, at least ten days prior to the date when the same shall take place.

5.	Transfer. This Option and the rights granted to Holder are not transferable by the Holder and may not be transferred, in whole or in part, except that the Option may be exercised by the legal representative of the Holder after his death or disability.

8.	Successors and Assigns. Subject to applicable securities laws, this Option and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and of the Holder.

10.

11.

Governing Law. This Option is to be construed in accordance with and governed by the laws of the State of Delaware without regard to its principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Option to be duly executed as of the date first above written.

Nano Magic Inc.

By: _____________________
Leandro Vera, Chief Financial Officer

Accepted:	___________________
	Holder

APPENDIX A

NOTICE OF OPTION EXERCISE TO:

Nano Magic Inc.

31601 Research Park Drive

Madison Heights MI 48071

Attn: CFO & Secretary

Via e-mail: leo@nanomagic.com

The undersigned hereby irrevocably elects to purchase shares of A common stock of Nano Magic Inc under the terms of that Option issued to ________ on July 29, 2024 (the “Option”) and tenders payment under the Option as follows:

Number of shares being purchased: ___________, payment by wire transfer of $____________ Plus payment of the Tax Amount Due being $________ paid herewith.

The address of the Holder to be shown on the records of the Company is:

The Tax ID number of the Holder is: _______________________

E-mail address for notices: _____________________________

Date of notice _________________________

Name of Holder: ____________________________

By: ___________________________

APPENDIX B

ACKNOWLEGEMENT

Of Remaining Option Shares

TO: [Holder]

Under the terms of that Option originally issued to _________ on July 29, 2024 (the “Option”) the Company hereby confirms that the remaining Option Shares following the Notice of Option Exercise dated _______________ are:

Nano Magic Inc.

By: ___________________________

Exhibit 31.1

Certificate of Principal Executive Officer

Pursuant to Rule 13a-14(a)/15d-14(a)

I, Tom J. Berman, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarterly period ended September 30, 2024 of Nano Magic Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present, in all material respects, the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting) as defined in the Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors:

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 19, 2024	/s/ Tom J. Berman
	Tom J. Berman
	President and Chief Executive Officer

Exhibit 31.2

Certificate of Principal Financial Officer

Pursuant to Rule 13a-14(a)/15d-14(a)

I, Leandro Vera, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarterly period ended September 30, 2024 of Nano Magic Inc. (the “registrant”);

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 19, 2024	/s/ Leandro Vera
	Leandro Vera
	Chief Financial Officer

Exhibit 32.1

Section 1350 Certification of Principal Executive Officer

In connection with the quarterly report of Nano Magic Inc. (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tom J. Berman, President of the Company, and I, Leandro Vera, Chief Financial Officer, certify to the best of our knowledge:

1. The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 19, 2024	/s/ Tom J. Berman
	Tom J. Berman
	President and Chief Executive Officer

Date: November 19, 2024	/s/ Leandro Vera
	Leandro Vera
	Chief Financial Officer

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 19, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	1-11602
Entity Registrant Name	NANO MAGIC 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	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		14,408,674

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
NET REVENUES	$ 640,271	$ 658,159	$ 1,837,005	$ 2,064,481
COST OF SALES	616,120	575,680	1,790,072	1,705,114
GROSS PROFIT	24,151	82,479	46,933	359,367
OTHER OPERATING INCOME				11,420
OPERATING EXPENSES:
Selling and marketing expenses	83,946	69,242	215,748	182,684
Salaries, wages and related benefits (includes noncash compensation of $387,678, $392,631, $30,375 and $162,601 in the three-and-nine months ended September 30, 2024 and September 30, 2023, respectively)	630,623	264,076	1,069,041	864,864
Research and development	23,649	24,375	65,567	36,650
Professional fees (includes noncash compensation of $383,817, $395,199, $89,624 and $247,791 in the three-and-nine months ended September 30, 2024 and September 30, 2023, respectively)	531,075	167,704	936,907	628,092
General and administrative expenses	206,497	220,230	734,216	667,744
Total Operating Expense	1,475,790	745,627	3,021,479	2,380,034
LOSS FROM OPERATIONS	(1,451,639)	(663,148)	(2,974,546)	(2,009,247)
OTHER INCOME (EXPENSE)
(Loss) income from investment in subsidiary	(2,155)	(21,267)	7,969	19,671
Gain from sale of investment in subsidiary	56,067		56,067
Loss from sale of note receivable			(40,164)
Interest expense	(12,211)	(12,068)	(37,676)	(34,011)
Interest and other income (expense)	845	(3,192)	8,385	20,010
Total Other Income (Expense)	42,546	(36,527)	(5,419)	5,670
NET LOSS	$ (1,409,093)	$ (699,675)	$ (2,979,965)	$ (2,003,577)
NET LOSS PER COMMON SHARE
Basic	$ (0.10)	$ (0.06)	$ (0.20)	$ (0.18)
Diluted	$ (0.10)	$ (0.06)	$ (0.20)	$ (0.18)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic	14,028,240	11,293,388	13,679,848	11,105,186
Diluted	14,028,240	11,293,388	13,679,848	11,105,186

Condensed Statements of Operations (Parenthetical) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Noncash compensation			$ 770,758	$ 405,682
Salaries Wages And Related Benefits [Member]
Noncash compensation	$ 387,678	$ 392,631	30,375	162,601
Professional Fees
Noncash compensation	$ 383,817	$ 395,199	$ 89,624	$ 247,791

Condensed Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash	$ 38,688	$ 527,462
Accounts receivable, net of allowance for credit losses of $214,444 and $150,300 at September 30, 2024 and December 31, 2023, respectively	248,810	209,057
Inventory, net	719,949	849,764
Prepaid expenses	33,398	63,538
Current portion of note receivable		50,000
Total Current Assets	1,040,845	1,699,821
Operating lease right-of-use assets	675,988	845,563
Property, plant and equipment, net	360,202	424,103
Note receivable, non-current		291,782
Non-marketable equity investment in subsidiary	217,871	253,835
Total Assets	2,294,906	3,515,104
CURRENT LIABILITIES:
Accrued expenses and other current liabilities	437,494	245,398
Current portion of finance leases	6,275	24,194
Advances from related parties	42,887	42,887
Current portion of operating lease liabilities	179,624	161,905
Total Current Liabilities	1,930,811	1,244,852
Operating lease liabilities, net of current portion	409,720	560,514
Total Liabilities	2,439,803	2,205,366
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; 14,408,674 and 13,425,342 issued and outstanding at September 30, 2024 and December 31, 2023, respectively	1,441	1,342
Additional paid-in capital	17,836,099	16,310,868
Accumulated deficit	(17,982,437)	(15,002,472)
Total Stockholders’ (Deficit) Equity	(144,897)	1,309,738
Total Liabilities and Stockholders’ Equity	2,294,906	3,515,104
Nonrelated Party [Member]
CURRENT LIABILITIES:
Accounts payable	642,129	593,338
Current portion of notes payable	440,000	121,610
Notes Payable - related parties	99,272	375,000
Related Party [Member]
CURRENT LIABILITIES:
Accounts payable	157,402	55,520
Current portion of notes payable	25,000
Notes Payable - related parties		$ 25,000

Condensed Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Net of allowance for credit losses	$ 214,444	$ 150,300
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	14,408,674	13,425,342
Common stock, shares outstanding	14,408,674	13,425,342

Condensed Statements of Changes in Stockholders' (Deficit) Equity (Unaudited) - USD ($)	Common Stock [Member] Common Class A [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 1,072	$ 13,763,143	$ (12,146,753)	$ 1,617,462
Balance, shares at Dec. 31, 2022	10,722,431
Common stock issued for cash, net of issuance costs	$ 99	843,408		843,507
Common stock issued for cash, net of issuance costs, shares	998,613
Restricted stock issued for services	$ 20	67,096		67,116
Stock-based compensation		343,276		343,276
Net loss			(2,003,577)	(2,003,577)
Stock issued for services	$ 5	65,995		66,000
Stock issued for services, shares	52,800
Warrants and options on private placement		6,825		6,825
Restricted stock issued for services, shares	192,302
Ending balance, value at Sep. 30, 2023	$ 1,196	15,089,743	(14,150,330)	940,609
Balance, shares at Sep. 30, 2023	11,966,146
Beginning balance, value at Jun. 30, 2023	$ 1,117	14,569,823	(13,450,655)	1,120,285
Balance, shares at Jun. 30, 2023	11,180,953
Common stock issued for cash, net of issuance costs	$ 67	403,869		403,936
Common stock issued for cash, net of issuance costs, shares	669,813
Stock-based compensation		57,601		57,601
Net loss			(699,675)	(699,675)
Stock issued for services	$ 12	62,386		62,398
Stock issued for services, shares	115,380
Warrants and options on private placement		(3,936)		(3,936)
Ending balance, value at Sep. 30, 2023	$ 1,196	15,089,743	(14,150,330)	940,609
Balance, shares at Sep. 30, 2023	11,966,146
Beginning balance, value at Dec. 31, 2023	$ 1,342	16,310,868	(15,002,472)	1,309,738
Balance, shares at Dec. 31, 2023	13,425,342
Common stock issued for cash, net of issuance costs	$ 99	737,401		737,500
Common stock issued for cash, net of issuance costs, shares	983,333
Restricted stock issued for services		17,072		17,072
Stock-based compensation		770,758		770,758
Net loss			(2,979,965)	$ (2,979,965)
Stock issued for services, shares				0
Ending balance, value at Sep. 30, 2024	$ 1,441	17,836,099	(17,982,437)	$ (144,897)
Balance, shares at Sep. 30, 2024	14,408,675
Beginning balance, value at Jun. 30, 2024	$ 1,371	16,539,674	(16,573,344)	(32,299)
Balance, shares at Jun. 30, 2024	13,708,676
Common stock issued for cash, net of issuance costs	$ 70	524,930		525,000
Common stock issued for cash, net of issuance costs, shares	699,999
Restricted stock issued for services		5,691		5,691
Stock-based compensation		765,804		765,804
Net loss			(1,409,093)	(1,409,093)
Ending balance, value at Sep. 30, 2024	$ 1,441	$ 17,836,099	$ (17,982,437)	$ (144,897)
Balance, shares at Sep. 30, 2024	14,408,675

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,979,965)	$ (2,003,577)
Adjustments to reconcile net loss to net cash provided by operating activities:
Change in inventory obsolescence reserve	92,424	75,841
Depreciation and amortization expense	80,865	84,132
Bad debt expense	98,619	80,896
Strock issued for services	17,072	70,710
Stock-based compensation	770,758	405,682
Income from investment in subsidiary	(7,969)	(19,671)
Gain from sale of subsidiary	(56,067)
Change in operating assets and liabilities:
Accounts receivable	(138,371)	(53,911)
Inventory	37,391	51,515
Prepaid expenses and contract assets	30,140	43,350
Accounts payable	90,571	3,887
Accounts payable - related party	101,882	5,839
Operating lease liabilities	36,501	42,590
Accrued expenses	192,096	154,923
Total adjustments	1,345,912	945,783
NET CASH USED BY OPERATING ACTIVITIES	(1,634,053)	(1,057,794)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from note receivable	300,000	20,000
Proceeds from sale of subsidiary	100,000
Purchases of property and equipment	(16,964)	(9,352)
NET CASH PROVIDED BY INVESTING ACTIVITIES	383,036	10,648
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock and warrants	737,500	850,332
Proceeds from issuance of convertible debt and warrants	50,000	94,467
Repayment of note payable	(10,000)
Repayment of bank loans		(1,630)
Repayment of finance leases	(15,257)	(32,073)
NET CASH PROVIDED BY FINANCING ACTIVITIES	762,243	911,096
NET DECREASE IN CASH	(488,774)	(136,050)
CASH, beginning of period	527,462	259,223
CASH, end of period	38,688	123,173
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest	$ 2,112	$ 23,973

ORGANIZATION AND BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BASIS OF PRESENTATION

NOTE 1 – ORGANIZATION AND BASIS OF PRESENTATION

Organization

Basis of Presentation

Going Concern

Reclassifications

INVENTORY

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

INVENTORY

NOTE 2 – INVENTORY

At September 30, 2024 and December 31, 2023, inventory consisted of the following:

SCHEDULE OF INVENTORY

	September 30, 2024			December 31, 2023
Raw materials	$	712,072		$	648,537
Work-in-progress		218,815			235,811
Finished goods		212,991			296,921
Inventory, gross		1,143,878			1,181,269
Less: reserve for obsolescence		(423,929	)		(331,505	)
Inventory, net	$	719,949		$	849,764

ACCOUNTS RECEIVABLE

9 Months Ended

Sep. 30, 2024

Receivables [Abstract]

ACCOUNTS RECEIVABLE

NOTE 3 – ACCOUNTS RECEIVABLE

At September 30, 2024 and December 31, 2023, accounts receivable consisted of the following:

SCHEDULE OF ACCOUNTS RECEIVABLE

	September 30, 2024			December 31, 2023
Accounts receivable		463,254		$	359,357
Less: allowance for doubtful accounts		(214,444	)		(150,300	)
Accounts receivable, net		248,810		$	209,057

INVESTMENT IN SUBSIDIARY

9 Months Ended

Sep. 30, 2024

Investments, All Other Investments [Abstract]

INVESTMENT IN SUBSIDIARY

NOTE 4 – INVESTMENT IN SUBSIDIARY

NOTES PAYABLE AND FINANCE LEASE

9 Months Ended

Sep. 30, 2024

Notes Payable And Finance Lease

NOTES PAYABLE AND FINANCE LEASE

NOTE 5 – NOTES PAYABLE AND FINANCE LEASE

Notes Payable

Finance Lease

OPERATING LEASE

9 Months Ended

Sep. 30, 2024

Operating Lease

OPERATING LEASE

NOTE 6 – OPERATING LEASE

RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2024

RELATED PARTY TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

STOCKHOLDERS’ EQUITY

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 8 – STOCKHOLDERS’ EQUITY

Description of Preferred and Common Stock

Preferred Stock

Common Stock

Issuances of Common Stock

Common Stock Issued for Services

Through the nine months ended September 30, 2024, no stock has been issued for services.

Sales of Common Stock and Derivative Equity Securities

Stock Options

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, 2023		2,270,483		$	0.67		2.72	$	76,725
Exercised		-			-		-		-
Issued		1,106,268			0.31		-		-
Expired & forfeited		(55,297	)		0.65		-		-
Outstanding September 30, 2024		3,321,454		$	0.55		3.55	$	738,666

Exercisable September 30, 2024		2,903,540		$	0.58		3.37	$	550,834

	September 30, 2024		December 31, 2023
Stock options		3,321,454		2,270,483
Stock warrants		7,525,265		7,525,265
Convertible debt (on an as converted basis)		368,624		349,824
Total		11,215,343		10,145,572

Warrants

2021 Equity Incentive Plan

On July 29, 2024, the Company granted 426,268 options under the 2021 Equity Plan at an exercise price of $0.31 per share.

Other Options

See Note 7 Related Parties for other options granted to officers and directors in 2023 and 2024.

COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Litigation

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 10 – SUBSEQUENT EVENTS

In October 2024, we reached agreement with our landlord in Michigan to use stock to pay a portion of our rent during the first half of 2025, continuing the arrangements in place for 2024.

INVENTORY (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

SCHEDULE OF INVENTORY

At September 30, 2024 and December 31, 2023, inventory consisted of the following:

SCHEDULE OF INVENTORY

	September 30, 2024			December 31, 2023
Raw materials	$	712,072		$	648,537
Work-in-progress		218,815			235,811
Finished goods		212,991			296,921
Inventory, gross		1,143,878			1,181,269
Less: reserve for obsolescence		(423,929	)		(331,505	)
Inventory, net	$	719,949		$	849,764

ACCOUNTS RECEIVABLE (Tables)

9 Months Ended

Sep. 30, 2024

Receivables [Abstract]

SCHEDULE OF ACCOUNTS RECEIVABLE

At September 30, 2024 and December 31, 2023, accounts receivable consisted of the following:

SCHEDULE OF ACCOUNTS RECEIVABLE

	September 30, 2024			December 31, 2023
Accounts receivable		463,254		$	359,357
Less: allowance for doubtful accounts		(214,444	)		(150,300	)
Accounts receivable, net		248,810		$	209,057

STOCKHOLDERS’ EQUITY (Tables)

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

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, 2023		2,270,483		$	0.67		2.72	$	76,725
Exercised		-			-		-		-
Issued		1,106,268			0.31		-		-
Expired & forfeited		(55,297	)		0.65		-		-
Outstanding September 30, 2024		3,321,454		$	0.55		3.55	$	738,666

Exercisable September 30, 2024		2,903,540		$	0.58		3.37	$	550,834

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS SHARE

	September 30, 2024		December 31, 2023
Stock options		3,321,454		2,270,483
Stock warrants		7,525,265		7,525,265
Convertible debt (on an as converted basis)		368,624		349,824
Total		11,215,343		10,145,572

ORGANIZATION AND BASIS OF PRESENTATION (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Loss from continuing operations	$ 2,974,546	$ 2,009,247
Net cash used by continuing operations	1,634,053	$ 1,057,794
Working capital surplus (deficit)	$ (889,966)		$ 454,969

SCHEDULE OF INVENTORY (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 712,072	$ 648,537
Work-in-progress	218,815	235,811
Finished goods	212,991	296,921
Inventory, gross	1,143,878	1,181,269
Less: reserve for obsolescence	(423,929)	(331,505)
Inventory, net	$ 719,949	$ 849,764

SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Receivables [Abstract]
Accounts receivable	$ 463,254	$ 359,357
Less: allowance for doubtful accounts	(214,444)	(150,300)
Accounts receivable, net	$ 248,810	$ 209,057

ACCOUNTS RECEIVABLE (Details Narrative) - USD ($)	9 Months Ended
ACCOUNTS RECEIVABLE (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
Bad debts expense	$ 98,619	$ 80,896
General and Administrative Expense [Member]
Bad debts expense	$ 80,865	$ 84,132

INVESTMENT IN SUBSIDIARY (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
INVESTMENT IN SUBSIDIARY (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 29, 2024	Dec. 31, 2023
Proceeds from note receivable	$ 0		$ 300,000	$ 20,000
Loss from sale of note receivable			41,782
Notes receivable	0		0			$ 341,782
Current portion of note receivable	0		0			50,000
(Loss) income from investment in subsidiary	(2,155)	$ (21,267)	7,969	19,671
Proceeds from sale of subsidiary	100,000		100,000
Gain from sale of subsidiary	56,067		56,067
Non marketable investment	$ 217,871		$ 217,871			$ 253,835
ANI [Member]
Ownership percentage	25.00%		25.00%		30.00%

NOTES PAYABLE AND FINANCE LEASE (Details Narrative) - USD ($)											1 Months Ended		9 Months Ended
	Jun. 10, 2024	Nov. 02, 2023	Jul. 24, 2023	Jun. 14, 2023	Oct. 26, 2022	Aug. 22, 2022	Jul. 27, 2022	Jan. 31, 2022	Jan. 26, 2022	Jan. 07, 2022	Dec. 18, 2022	Dec. 31, 2020	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Short-Term Debt [Line Items]
Proceeds from convertible debt													$ 50,000	$ 94,467
Proceeds from issuance of common stock													737,500	$ 850,332
Debt discount													728		$ 3,390
Unpaid promissory note													40,000
Current portion of finance leases													6,275		24,194
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
Convertible Promissory Notes [Member]
Short-Term Debt [Line Items]
Debt instrument conversion price		$ 1.25	$ 1.25								$ 1.75
Proceeds from convertible debt	$ 50,000	$ 50,000	$ 50,000								$ 50,000
Debt instrument, interest rate	1.00%	8.00%	8.00%								8.00%
Maturity date											eighteen months
Number of warrants to purchase of common stock				10,000
Proceeds from issuance of common stock				$ 50,000
Proceeds from issuance of debt discount				$ 5,333
Convertible Notes Payable													$ 565,000		$ 525,000
Convertible Debt [Member]
Short-Term Debt [Line Items]
Convertible debt						$ 25,000	$ 50,000	$ 50,000	$ 50,000	$ 100,000
Maturity date					Oct. 31, 2023	Mar. 31, 2026				Mar. 31, 2025			Oct. 31, 2024
Annual payable interest percentage					8.00%	8.00%
Debt instrument conversion price					$ 1.75	$ 1.75
Proceeds from convertible debt					$ 25,000
Convertible Debt Two [Member]
Short-Term Debt [Line Items]
Maturity date								Mar. 31, 2026
Annual payable interest percentage									8.00%
Convertible Debt One [Member]
Short-Term Debt [Line Items]
Convertible debt							$ 25,000
Maturity date							Mar. 31, 2025		Mar. 31, 2026
Annual payable interest percentage									8.00%
Convertible Debt Three [Member]
Short-Term Debt [Line Items]
Annual payable interest percentage								8.00%
Debt instrument conversion price								$ 1.75	$ 1.75

OPERATING LEASE (Details Narrative)		1 Months Ended
OPERATING LEASE (Details Narrative)	May 31, 2020 USD ($) ft²	Feb. 28, 2023 USD ($) $ / shares	Sep. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	May 31, 2023 $ / shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Lease with related party \| ft²	29,220
Lessee operating lease description	The lease has an initial term of seven years with a renewal option at the end of the initial term for an additional 3-year term, and a second renewal option thereafter for an additional 5-year term. The renewal term is not included in the calculation of the operating lease liability. As the sole tenant, we are responsible for all taxes, ordinary maintenance, snow removal and other ordinary operating expenses. Rent is $6.50 per square foot, increasing by $0.25 per year. During the first three years we had the right to buy up to a 49% interest in Magic Research LLC for a price equal to 49% of the contributions received from other members.
Fair value of warrants	$ 311,718
Cash			$ 38,688	$ 527,462
Right-of-use assets			675,988	845,563
Operating lease liabilities			$ 589,344	$ 722,419
Land Lord Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued for services, values		$ 66,000
Shares issued, price per share \| $ / shares		$ 1.25			$ 0.75
Cash		$ 8,056
Payments for rent		$ 10,983
Share price \| $ / shares		$ 0.75

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended				3 Months Ended	9 Months Ended	12 Months Ended
	Jul. 31, 2024	May 31, 2023	Apr. 30, 2023	Jan. 31, 2023	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Exercise price					$ 0.55	$ 0.55	$ 0.67
Accrued rent					$ 128,402	$ 128,402	$ 30,141
Tom Berman and Ron Berman [Member]
Related Party Transaction [Line Items]
Economic interest percentage						5.00%
Miles Gatland [Member]
Related Party Transaction [Line Items]
Economic interest percentage						12.50%
Tom Berman [Member]
Related Party Transaction [Line Items]
Number of shares vested		7,692
Tom Berman [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Number of option granted		69,228	30,000
Ronald Berman [Member]
Related Party Transaction [Line Items]
Number of option granted	60,000	45,000
Exercise price	$ 0.31	$ 0.65
Expiration period	5 years	4 years
Number of shares vested			5,000
Ronald Berman [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Number of option granted		50,000
Scott Rickert [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Number of option granted	30,000
President and CEO [Member]
Related Party Transaction [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Date	Dec. 31, 2024
President and CEO [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Number of option granted	500,000
Directors and Officers [Member]
Related Party Transaction [Line Items]
Stock option awards					208,280	$ 208,280
Chief Financial Officer [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Number of option granted		100,000
Chief Financial Officer and General Counsel [Member]
Related Party Transaction [Line Items]
Number of shares vested				5,000
Chief Financial Officer and General Counsel [Member] \| Maximum [Member]
Related Party Transaction [Line Items]
Number of option granted		60,000
Related Party [Member]
Related Party Transaction [Line Items]
Accounts payable related parties					157,402	157,402	55,520
Landlord owed						128,402	30,141
Related Party [Member] \| Ron Berman [Member]
Related Party Transaction [Line Items]
Accounts payable related parties					8,000	8,000	0
Accounts payable					8,000	8,000
Related Party [Member] \| Tom Berman [Member]
Related Party Transaction [Line Items]
Accounts payable related parties					0	0	4,379
Salary						18,750
Scott & Jeanne Rickert [Member]
Related Party Transaction [Line Items]
Aggregate advance					42,887	42,887	42,887
Jeanne Rickert [Member]
Related Party Transaction [Line Items]
Accrued payroll					$ 16,000	$ 16,000	$ 16,000

SCHEDULE OF STOCK OPTION PLAN ACTIVITY (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Number of Options, Outstanding	2,270,483
Weighted Average Exercise Price, Outstanding	$ 0.67
Weighted Average Remaining Contractual Terms (Years), Outstanding	3 years 6 months 18 days	2 years 8 months 19 days
Aggregate Intrinsic Value, Outstanding	$ 76,725
Number of Options, Exercised
Weighted Average Exercise Price, Exercised
Number of Options, Issued	1,106,268
Weighted Average Exercise Price, Issued	$ 0.31
Number of Options, Expired & forfeited	(55,297)
Weighted Average Exercise Price, Expired & forfeited	$ 0.65
Number of Options, Outstanding	3,321,454	2,270,483
Weighted Average Exercise Price, Outstanding	$ 0.55	$ 0.67
Aggregate Intrinsic Value, Outstanding	$ 738,666	$ 76,725
Number of Options, Exercisable	2,903,540
Weighted Average Exercise Price, Exercisable	$ 0.58
Weighted Average Remaining Contractual Terms (Years), Exercisable	3 years 4 months 13 days
Aggregate Intrinsic Value, Exercisable	$ 550,834

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS SHARE (Details) - shares	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	11,215,343	10,145,572
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,321,454	2,270,483
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	7,525,265	7,525,265
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	368,624	349,824

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)			1 Months Ended		3 Months Ended		9 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Jul. 29, 2024	May 30, 2023	Aug. 31, 2023	Feb. 28, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	May 31, 2023
Accumulated Other Comprehensive Income (Loss) [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.
Stock issued for services, shares							0
Number of shares sold					699,999		983,333
Number of shares sold, value					$ 525,000		$ 737,500
Common stock, shares outstanding					14,408,674		14,408,674		13,425,342
Weighted average remaining contractual term							31 months 21 days
Number of stock options granted							1,106,268
Weighted average exercise price issued							$ 0.31
2021 Equity Incentive Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of stock options granted	426,268
Weighted average exercise price issued	$ 0.31
Equity Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock compensation expense					$ 771,495	$ 119,999	$ 787,830	$ 410,392
Common Stock and Derivative Equity Securities [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares sold						533,331
Number of shares sold, value						$ 400,000
Investment						$ 250,000		$ 250,000
Stock price, per share						$ 0.75		$ 0.75
Common stock, shares outstanding						136,482		136,482
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Sale of stock number of shares canceled						196,813
Class of Warrant or Right, Outstanding						7,525,265		7,525,265
Class of Warrant or Right, Exercise Price of Warrants or Rights						$ 1.72		$ 1.72
Three Individuals [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares of restricted stock			38,460
Restricted Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for services, shares		76,922
Restricted Stock [Member] \| Vested In May [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock vested, shares		4,273
Restricted Stock [Member] \| Vest At End Of May [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock vested, shares		4,273
Restricted Stock [Member] \| Vesting At End Of December 31, 2023 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock vested, shares		4,277
Restricted Stock [Member] \| Vest At End Of Each Month In December 31, 2024 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock vested, shares		3,205
Restricted Stock [Member] \| Vesting At End Of Each Month In December 31, 2024 [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock vested, shares		3,206
Land Lord Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued for services, shares				52,800
Shares issued, price per share				$ 1.25						$ 0.75
Partial payment, description				partial payment of rent for the nine-month period from October 2022 through March 2023. Those shares were issued in March, 2023

SUBSEQUENT EVENTS (Details Narrative) - USD ($)		9 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Oct. 21, 2024	Sep. 30, 2024	Oct. 24, 2024
Subsequent Event [Line Items]
Number of shares granted		1,106,268
Exercise price per share
Subsequent Event [Member]
Subsequent Event [Line Items]
Annaul rate	10.00%
Conversion price	$ 1.00
Subsequent Event [Member] \| Convertible Debt [Member]
Subsequent Event [Line Items]
Principal amount	$ 50,000		$ 50,000
Warrant [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Number of shares vested	62,500
Exercise price per share	$ 0.75
Warrant [Member] \| Subsequent Event [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Number of shares granted	250,000

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