Noble Romans (NROM) 10-Q9 Nov 222022 Q3 Quarterly reportFinancial data

Company Profile

Cover

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Oct. 29, 2022
Cover [Abstract]
Entity Registrant Name	NOBLE ROMAN’S, INC.
Entity Central Index Key	0000709005
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Entity Common Stock Shares Outstanding		22,215,512
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	0-11104
Entity Incorporation State Country Code	IN
Entity Tax Identification Number	35-1281154
Entity Address Address Line 1	6612 E
Entity Address Address Line 2	75th Street
Entity Address Address Line 3	Suite 450
Entity Address City Or Town	Indianapolis
Entity Address State Or Province	IN
Entity Address Postal Zip Code	46250
City Area Code	317
Local Phone Number	634-3377
Entity Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 742,989	$ 1,263,513
Accounts receivable - net	1,031,063	904,474
Inventories	1,011,835	994,085
Prepaid expenses	471,646	415,309
Total current assets	3,257,533	3,577,381
Property and equipment:
Equipment	4,340,277	4,216,246
Leasehold improvements	3,115,007	3,065,644
Construction and equipment in progress	259,882	235,051
Property and equipment gross	7,715,166	7,516,941
Less accumulated depreciation and amortization	2,704,922	2,366,927
Net property and equipment	5,010,244	5,150,014
Deferred tax asset	3,294,319	3,232,406
Deferred contract cost	878,363	810,044
Goodwill	278,466	278,466
Operating lease right of use assets	5,832,875	6,003,044
Other assets including long-term portion of receivables - net	407,115	324,402
Total assets	18,958,915	19,375,757
Current liabilities:
Accounts payable and accrued expenses	403,402	919,157
Current portion of operating lease liability	700,516	656,146
Current portion of Corbel loan payable	266,664	0
Total current liabilities	1,370,582	1,575,303
Long-term obligations:
Term loan payable to Corbel - net of current portion	7,959,959	7,898,941
Corbel warrant value	29,037	29,037
Convertible notes payable	616,455	597,229
Operating lease liabilities - net of current portion	5,370,921	5,570,639
Deferred contract income	878,363	810,044
Total long-term liabilities	14,854,735	14,905,890
Stockholders' equity:
Common stock - no par value (40,000,000 shares authorized, 22,215,512 issued and outstanding as of December 31, 2021 and as of September 30, 2022)	24,813,707	24,791,568
Accumulated deficit	(22,080,109)	(21,897,004)
Total stockholders' equity	2,733,598	2,894,564
Total liabilities and stockholders' equity	$ 18,958,915	$ 19,375,757

Condensed Consolidated Balanc_2

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

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue:
Restaurant revenue - company-owned Craft Pizza & Pub	$ 2,587,182	$ 2,122,352	$ 7,374,143	$ 6,495,788
Restaurant revenue - company-owned non-traditional	195,647	120,316	505,891	353,617
Franchising revenue	1,119,793	1,177,776	3,218,401	3,430,995
Administrative fees and other	5,961	3,734	25,226	10,803
Total revenue	3,908,583	3,424,178	11,123,661	10,291,203
Operating expenses:
Restaurant expenses - company-owned Craft Pizza & Pub	2,195,261	1,893,721	6,416,679	5,058,358
Restaurant expenses - company-owned non-traditional	201,013	126,765	503,639	334,579
Franchising expenses	499,478	491,798	1,444,073	1,313,472
Total operating expenses	2,895,752	2,512,284	8,364,391	6,706,409
Depreciation and amortization	112,555	142,133	337,994	448,892
General and administrative expenses	518,416	505,992	1,598,689	1,286,530
Total expenses	3,526,723	3,160,409	10,301,074	8,441,831
Operating income	381,860	263,769	822,587	1,849,372
Interest expense	378,008	343,184	1,067,605	1,016,214
Income (loss) before income taxes	3,852	(79,415)	(245,018)	833,158
Income tax benefit	0	0	(61,913)	0
Net income (loss)	$ 3,852	$ (79,415)	$ (183,105)	$ 833,158
Earnings per share - basic:
Net income (loss) before income tax, basic	$ 0	$ 0	$ (0.01)	$ 0.04
Net income (loss), basic	$ 0	$ 0	$ (0.01)	$ 0.04
Weighted average number of common shares outstanding	22,215,512	22,215,512	22,215,512	22,215,512
Diluted earnings (loss) per share:
Net income (loss) before income tax, diluted	$ 0	$ 0	$ (0.01)	$ 0.04
Net income (loss), diluted	$ 0	$ 0	$ (0.01)	$ 0.04
Weighted average number of common shares outstanding diluted	23,513,954	23,522,028	23,513,954	23,522,028

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Total	Common Stock	Accumulated Deficit [Member]
Balance, shares at Dec. 31, 2020		22,215,512
Balance, amount at Dec. 31, 2020	$ 2,356,978	$ 24,763,447	$ (22,406,469)
Net income for nine months ended September 30, 2021	833,158		833,158
Amortization of value of employee stock options	20,863	$ 20,863
Balance, shares at Sep. 30, 2021		22,215,512
Balance, amount at Sep. 30, 2021	3,210,999	$ 24,784,310	(21,573,311)
Balance, shares at Jun. 30, 2021		22,215,512
Balance, amount at Jun. 30, 2021	3,282,288	$ 24,776,184	(21,493,896)
Net income for nine months ended September 30, 2021	(79,415)		(79,415)
Amortization of value of employee stock options	8,126	$ 8,126
Balance, shares at Sep. 30, 2021		22,215,512
Balance, amount at Sep. 30, 2021	3,210,999	$ 24,784,310	(21,573,311)
Balance, shares at Dec. 31, 2021		22,215,512
Balance, amount at Dec. 31, 2021	2,894,564	$ 24,791,568	(21,897,004)
Net income for nine months ended September 30, 2021	(183,105)		(183,105)
Amortization of value of employee stock options	22,139	$ 22,139
Balance, shares at Sep. 30, 2022		22,215,512
Balance, amount at Sep. 30, 2022	2,733,598	$ 24,813,707	(22,080,109)
Balance, shares at Jun. 30, 2022		22,215,512
Balance, amount at Jun. 30, 2022	2,723,718	$ 24,807,679	(22,083,961)
Net income for nine months ended September 30, 2021	3,852		3,852
Amortization of value of employee stock options	6,028	$ 6,028
Balance, shares at Sep. 30, 2022		22,215,512
Balance, amount at Sep. 30, 2022	$ 2,733,598	$ 24,813,707	$ (22,080,109)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
OPERATING ACTIVITIES
Net income (loss)	$ (183,105)	$ 833,158
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	707,040	807,816
Amortization of lease cost in excess of cash paid	14,821	27,151
Deferred income taxes	(61,913)	0
Changes in operating assets and liabilities: (Increase) decrease in:
Accounts receivable	126,589	51,452
Inventories	17,750	28,612
Prepaid expenses	56,337	(24,068)
Other assets including long-term portion of receivables	82,714	55,299
Accounts payable and accrued expenses	(170,512)	(395,514)
NET CASH PROVIDED BY OPERATING ACTIVITIES	22,941	1,161,316
INVESTING ACTIVITIES
Purchase of property and equipment	(543,465)	(566,409)
NET CASH USED IN INVESTING ACTIVITIES	(543,465)	(566,409)
FINANCING ACTIVITIES
Lease liabilities	0	0
NET CASH USED BY FINANCING ACTIVITIES	0	0
Increase (decrease) in cash	(520,524)	594,907
Cash at beginning of period	1,263,513	1,194,363
Cash at end of period	742,989	1,789,270
Supplemental schedule of investing and financing activities
Cash paid for interest	$ 720,697	$ 675,466

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Basis Of Presentation And Summary Of Significant Accounting Policies	Note 1 - The accompanying unaudited interim condensed consolidated financial statements, included herein, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated statements have been prepared in accordance with the Company’s accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in that report. Unless the context indicates otherwise, references to the “Company” mean Noble Roman’s, Inc. and its subsidiaries. Significant Accounting Policies On February 5, 2021, the Company borrowed $940,734 under the Paycheck Protection Program (the “PPP”). The funds, according to the provision of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), could be used for payroll costs including payroll benefits, interest on mortgage obligations, rent under lease agreements and utilities. Since the Company met all of the eligibility requirements to participate in the PPP and it was probable from the beginning that the Company’s PPP borrowing would be forgiven, the Company’s participation in the PPP program was accounted for as a government grant. Since the entire amount of the PPP participation was used to pay qualified expenses prior to March 31, 2021, the qualifying expenses are presented herein as a reduction of those related expenses in the quarter ended March 31, 2021. There have been no other significant changes in the Company's accounting policies from those disclosed in its Annual Report on Form 10-K. In the opinion of the management of the Company, the information contained herein reflects all adjustments necessary for a fair presentation of the results of operations and cash flows for the interim periods presented and the financial condition as of the dates indicated, which adjustments are of a normal recurring nature. The results for the three-month and nine-month periods ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022, especially in light of past and potential future volatility and uncertainty resulting from the Coronavirus (“COVID-19”) pandemic and the governmental and consumer response.

Royalties and Fees

Royalties and Fees	9 Months Ended
Royalties and Fees	Sep. 30, 2022
Royalties and Fees
Royalties And Fees	Note 2 – Royalties and fees included initial franchise fees of $60,500 and $203,500 for the three-month and nine-month periods ended September 30, 2022, and $24,000 and $175,500 for the three-month and nine-month periods ended September 30, 2021. Royalties and fees included equipment commissions of $12,500 and $41,300 for the three-month and nine-month periods ended September 30, 2022, and $2,200 and $25,900 for the three-month and nine-month periods ended September 30, 2021. Royalties and fees, including amortized initial franchise fees and equipment commissions, were $1.1 million and $3.2 million for the three-month and nine-month periods ended September 30, 2022, and $1.2 million and $3.4 million for the three-month and nine-month periods ended September 30, 2021. Most of the cost for the services required to be performed by the Company are incurred prior to the franchise fee income being recorded, which is based on a contractual liability of the franchisee. The effect on comparable periods within the financial statements by recording franchise fees and cost of opening the units as deferred contract costs and deferred contract income is not material as the initial franchise fee for the non-traditional franchise is intended to defray the initial contract costs, and the franchise fees and contract costs initially incurred and paid approximate the relative amortized franchise fees and contract costs for those same periods. The deferred contract income and deferred costs were $878,400 on September 30, 2022. At December 31, 2021 and September 30, 2022, the carrying value of the Company’s franchise receivables have been reduced to anticipated realizable value. As a result of this reduction of carrying value, the Company anticipates that substantially all of its accounts receivable reflected on the consolidated balance sheets as of December 31, 2021 and September 30, 2022, will be collected. In 2020, in light of the additional uncertainty created as a result of the COVID-19 pandemic, the Company decided to create a reserve for uncollectability on all long-term franchisee receivables. The Company will continue to pursue collection where circumstances are appropriate and all collections of these receivables in the future will result in additional royalty income at the time received. During the nine-month period ended September 30, 2022 there were no company-operated or franchised Craft Pizza & Pub restaurants opened or closed. During the same nine-month period there were 23 new non-traditional outlets opened and six non-traditional outlets closed.

Earnings (Loss) per Share

Earnings (Loss) per Share	9 Months Ended
Earnings (Loss) per Share	Sep. 30, 2022
Earnings (Loss) per Share
Earnings (loss) Per Share	Note 3 - The following table sets forth the calculation of basic and diluted earnings (loss) per share for the three-month and nine-month periods ended September 30, 2022: Three Months Ended September 30, 2022 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 3,852 22,215,512 $ 0.00 Effect of dilutive securities Stock dilution - 48,442 Convertible notes 15,625 1,250,000 Diluted earnings per share Net loss $ 19,477 23,513,954 $ 0.00 Nine Months Ended September 30, 2022 Income (Numerator) Shares (Denominator) Per-Share Amount Net loss $ (183,105 ) 22,215,512 $ (0.01 ) Effect of dilutive securities Stock dilution - 48,442 Convertible notes 46,875 1,250,000 Diluted earnings per share Net income $ (136,230 ) 23,513,954 $ (0.01 ) The following table sets forth the calculation of basic and diluted earnings (loss) per share for the three-month and nine-month periods ended September 30, 2021: Three Months Ended September 30, 2021 Income (Numerator) Shares (Denominator) Per-Share Amount Net loss $ (79,415 ) 22,215,512 $ (0.00 ) Effect of dilutive securities Stock dilution - 56,516 Convertible notes 15,625 1,250,000 Diluted earnings per share Net loss $ (63,790 ) 23,522,028 $ (0.00 ) Nine Months Ended September 30, 2021 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 833,158 22,215,512 $ 0.04 Effect of dilutive securities Stock dilution - 56,516 Convertible notes 46,875 1,250,000 Diluted earnings per share Net income $ 880,033 23,522,028 $ 0.04 (1) Net loss per share is shown as basic loss per share because the underlying dilutive securities have an anti-dilutive effect.

Notes Payable

Notes Payable	9 Months Ended
Notes Payable	Sep. 30, 2022
Notes Payable
Notes Payable	Note 4 - On February 7, 2020, the Company entered into a Senior Secured Promissory Note and Warrant Purchase Agreement (the “Agreement”) with Corbel Capital Partners SBIC, L.P. (the “Purchaser” or “Corbel”). Pursuant to the Agreement, the Company issued to the Purchaser a senior secured promissory note (the “Senior Note”) in the initial principal amount of $8.0 million. The Company has used the net proceeds of the Agreement as follows: (i) $4.2 million to repay the Company’s then-existing bank debt which was in the original amount of $6.1 million; (ii) $1,275,000 to repay the portion of the Company’s existing subordinated convertible debt the maturity date of which most had not previously been extended; (iii) to pay debt issuance costs; and (iv) the remaining net proceeds for working capital and other general corporate purposes, including development of new Company-owned Craft Pizza & Pub locations. The Senior Note bears cash interest of LIBOR plus 7.75% per annum, as defined in the Agreement. In addition, the Senior Note requires payment-in-kind interest (“PIK Interest”) of 3% per annum, which is added to the principal amount of the Senior Note. Interest is payable in arrears on the last calendar day of each month. The Senior Note matures on February 7, 2025. The Senior Note does not require any fixed principal payments until February 28, 2023, at which time required monthly payments of principal in the amount of $33,333 begin and continue until maturity. The Senior Note requires the Company to make additional payments on the principal balance of the Senior Note based on its consolidated excess cash flow, as defined in the Agreement. In conjunction with the borrowing under the Senior Note, the Company issued to the Purchaser a warrant (the “Corbel Warrant”) to purchase up to 2,250,000 shares of Common Stock. The Corbel Warrant entitles the Purchaser to purchase from the Company, at any time or from time to time: (i) 1,200,000 shares of Common Stock at an exercise price of $0.57 per share (“Tranche 1”), (ii) 900,000 shares of Common Stock at an exercise price of $0.72 per share (“Tranche 2”); and (iii) 150,000 shares of Common Stock at an exercise price of $0.97 per share (“Tranche 3”). The Purchaser is required to exercise the Corbel Warrant with respect to Tranche 1 if the Common Stock is trading at $1.40 per share or higher for a specified period, and is further required to exercise the Corbel Warrant with respect to Tranche 2 if the Common Stock is trading at $1.50 per share or higher for a specified period. Cashless exercise of the Corbel Warrant is only permitted with respect to Tranche 3. The Purchaser has the right, within six months after the issuance of any shares under the Corbel Warrant, to require the Company to repurchase such shares for cash or for Put Notes (as defined in the Agreement), at the Company's discretion. The Corbel Warrant expires on the sixth anniversary of the date of its issuance.

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events
Subsequent Events	Note 5 - The Company evaluated subsequent events through the date the financial statements were issued and filed with SEC. There were no subsequent events that required recognition or disclosure beyond what is disclosed in this report. Impact of COVID-19 Pandemic In the first quarter of 2020, a novel strain of coronavirus (COVID-19) emerged and spread throughout the United States. The World Health Organization recognized COVID-19 as a pandemic in March 2020. In response to the pandemic, the U.S. federal government and various state and local governments, among other things, imposed travel and business restrictions, including stay-at-home orders and other guidelines that required restaurants and bars to close or restrict inside dining. The pandemic resulted in significant, economic volatility, uncertainty and disruption, reduced commercial activity and weakened economic conditions in the regions in which the Company and its franchisees operate. The pandemic and the governmental response had a significant adverse impact on the Company, due to, among other things, governmental restrictions, reduced customer traffic, staffing challenges and supply difficulties especially as a result of the emergence of the Omicron and other variants of COVID-19 in late 2021 and early in 2022. Many states and municipalities in the United States, including Indiana where all of the Company-owned Craft Pizza & Pub restaurants are located, have from time to time temporarily restricted travel and suspended the operation of dine-in restaurants and other businesses in light of COVID-19 which negatively affected the Company’s operations. As the duration and scope of the pandemic is uncertain these orders are subject to further modification which could adversely affect the Company. Further, the Company can provide no assurance the phase out of restrictions will have a positive effect on the Company’s business. Host facilities for the Company’s non-traditional franchises were also affected by labor shortages which adversely impacted those developments and in turn slowed the sale of franchises. The uncertainty and disruption in the U.S. economy caused by the pandemic are likely to continue to adversely impact the volume and resources of potential franchisees for both the Company's Craft Pizza & Pub and non-traditional venues. On February 5, 2021, the Company received an additional loan of $940,734 under the PPP. In accordance with the applicable accounting policy adopted, the Company accounted for the loan as a government grant and presented it in the Condensed Consolidated Statement of Operations as a reduction of certain qualifying expenses incurred during the three-month period ended March 31, 2021. The expenses included payroll costs and benefits, interest on mortgage obligations, rent under lease agreements and utilities and other qualifying expenses pursuant to the CARES ACT. Because the $940,734 loan was applied against relevant expenses in the first quarter 2021, the results of operations for the nine-month periods in 2021 and 2022 are of limited comparability.

Basis of Presentation and Sum_2

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2022
Basis of Presentation and Summary of Significant Accounting Policies
Significant Accounting Policies	On February 5, 2021, the Company borrowed $940,734 under the Paycheck Protection Program (the “PPP”). The funds, according to the provision of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), could be used for payroll costs including payroll benefits, interest on mortgage obligations, rent under lease agreements and utilities. Since the Company met all of the eligibility requirements to participate in the PPP and it was probable from the beginning that the Company’s PPP borrowing would be forgiven, the Company’s participation in the PPP program was accounted for as a government grant. Since the entire amount of the PPP participation was used to pay qualified expenses prior to March 31, 2021, the qualifying expenses are presented herein as a reduction of those related expenses in the quarter ended March 31, 2021. There have been no other significant changes in the Company's accounting policies from those disclosed in its Annual Report on Form 10-K. In the opinion of the management of the Company, the information contained herein reflects all adjustments necessary for a fair presentation of the results of operations and cash flows for the interim periods presented and the financial condition as of the dates indicated, which adjustments are of a normal recurring nature. The results for the three-month and nine-month periods ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022, especially in light of past and potential future volatility and uncertainty resulting from the Coronavirus (“COVID-19”) pandemic and the governmental and consumer response.

Earnings (Loss) per Share (Tabl

Earnings (Loss) per Share (Tables)	9 Months Ended
Earnings (Loss) per Share (Tables)	Sep. 30, 2022
Earnings (Loss) per Share
Basic And Diluted Earnings (loss) Per Share	Three Months Ended September 30, 2022 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 3,852 22,215,512 $ 0.00 Effect of dilutive securities Stock dilution - 48,442 Convertible notes 15,625 1,250,000 Diluted earnings per share Net loss $ 19,477 23,513,954 $ 0.00 Nine Months Ended September 30, 2022 Income (Numerator) Shares (Denominator) Per-Share Amount Net loss $ (183,105 ) 22,215,512 $ (0.01 ) Effect of dilutive securities Stock dilution - 48,442 Convertible notes 46,875 1,250,000 Diluted earnings per share Net income $ (136,230 ) 23,513,954 $ (0.01 ) Three Months Ended September 30, 2021 Income (Numerator) Shares (Denominator) Per-Share Amount Net loss $ (79,415 ) 22,215,512 $ (0.00 ) Effect of dilutive securities Stock dilution - 56,516 Convertible notes 15,625 1,250,000 Diluted earnings per share Net loss $ (63,790 ) 23,522,028 $ (0.00 ) Nine Months Ended September 30, 2021 Income (Numerator) Shares (Denominator) Per-Share Amount Net income $ 833,158 22,215,512 $ 0.04 Effect of dilutive securities Stock dilution - 56,516 Convertible notes 46,875 1,250,000 Diluted earnings per share Net income $ 880,033 23,522,028 $ 0.04

Basis of Presentation and Sum_3

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

Royalties and Fees (Details Nar

Royalties and Fees (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Royalties and Fees (Details Narrative) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Number of franchises/licenses in operation	$ 60,500	$ 24,000	$ 203,500	$ 175,500
Deferred contract income and deferred costs	878,400		878,400
Equipment Commission
Royalties And Fees	12,500	2,200	41,300	25,900
Amortized Initial Franchise Fees and Equipment Commissions
Royalties And Fees	$ 1,100,000	$ 1,200,000	$ 3,200,000	$ 3,400,000

Earnings (Loss) per Share (Deta

Earnings (Loss) per Share (Details) - USD ($)	3 Months Ended		9 Months Ended
Earnings (Loss) per Share (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Net Income (losses)	$ 3,852	$ (79,415)	$ (183,105)	$ 833,158
Weighted Average Number Of Common Shares Outstanding, Basic	22,215,512	22,215,512	22,215,512	22,215,512
Diluted Earnings Per Share Net Loss	$ 19,477	$ (63,790)	$ (136,230)	$ 880,033
Weighted Average Number Of Common Shares Outstanding	23,513,954	23,522,028	23,513,954	23,522,028
Stock dilution	48,442	56,516	48,442	56,516
Earnings Per Share, Basic	$ 0	$ 0	$ (0.01)	$ 0.04
Net Income (loss)	$ 0	$ 0	$ (0.01)	$ 0.04
Convertible Note Payable
Effect Of Dilutive Securities	$ 15,625	$ 15,625	$ 46,875	$ 46,875
Shares Denominator	1,250,000	1,250,000	1,250,000	1,250,000

Note payable (Details Narrative

Note payable (Details Narrative) - USD ($)	Feb. 07, 2020	Sep. 30, 2022	Dec. 31, 2021
Note Payable Principle Amount		$ 616,455	$ 597,229
Tranche 1 [Member]
Purchase Shares Of Common Stock	1,200,000
Exercise Price	$ 0.57
Trading Price Per Share	$ 1.40
Tranche 2 [Member]
Purchase Shares Of Common Stock	900,000
Exercise Price	$ 0.72
Trading Price Per Share	$ 1.50
Tranche 3 [Member]
Purchase Shares Of Common Stock	150,000
Exercise Price	$ 0.97
Secured Promissory Note [Member]
Purchase Shares Of Common Stock	2,250,000
Note Payable Principle Amount	$ 33,333
Bank Loan	8,000,000
Original Amount	6,100,000
Repayments Of Senior Debt	4,200,000
Convertible Debt	$ 1,275,000
Interest Rate Per Annum	3%
Interest Rate	7.75%
Maturity Date	Feb. 07, 2025

Subsequent events (Details Narr

Subsequent events (Details Narrative) - USD ($)		3 Months Ended
Subsequent events (Details Narrative) - USD ($)	Feb. 05, 2021	Mar. 31, 2021
Subsequent Events
Additional loan	$ 940,734
Relevant expenses		$ 940,734