UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 

                [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

                         1934

 

For quarterly period ended June 30, 2023

 

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____ to _____

 

Commission file number: No. 0-24368

 

FLEXPOINT SENSOR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware 87-0620425
 (State of incorporation) (I.R.S.  Employer Identification No.)

     

5718 W. Dannon Way, Suite B, West Jordan, Utah 84081

(Address of principal executive offices)

 

801-568-5111

(Registrant’s telephone number)

 

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

Title of each class Trading Symbol(s) Name of each exchange on which registered
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 [X] No [ ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes [X] 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 “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]

 

Non-accelerated filer [X]

Accelerated filer [ ]

Smaller reporting company [X]

Emerging growth company [ ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 

 

1 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.

Yes [ ] No [X]

 

The number of shares outstanding of the registrant’s common stock was 125,557,174 as of August 14, 2023.

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TABLE OF CONTENTS

 

PART I: FINANCIAL INFORMATION

 

Item 1. Condensed Financial Statements 4
   
  Condensed Balance Sheets at June 30, 2023 (Unaudited) and December 31, 2022 5
   
  Condensed Statements of Operations for the Three and Six Months Ended 6
    June 30, 2023 and 2022 (Unaudited)  
       
  Condensed Statement of Stockholders’ Equity for the Six Months Ended 7
    June 30, 2023 and 2022 (Unaudited)  
   
  Condensed Statements of Cash Flows for the Six Months Ended 8
    June 30, 2023 and 2022 (Unaudited)  
   
  Notes to Condensed Consolidated Financial Statements (Unaudited) 9
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 15
   
Item 3. Quantitative and Qualitative Disclosure about Market Risk 19
   
Item 4. Controls and Procedures 20

 

PART II: OTHER INFORMATION

 

Item 1.   Legal Proceedings 20
     
Item 1A. Risk Factors 20
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
     
Item 3. Defaults upon Senior Securities 20
     
Item 4 Mine Safety Disclosures 20
     
Item 5. Other Information 20
     
Item 6. Exhibits 21
   
Signatures 22

 

3 

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1.  CONDENSED FINANCIAL STATEMENTS

The financial information set forth below with respect to our condensed financial position as of June 30, 2023, the condensed statements of operations for the three and six months ended June 30, 2023 and 2022, the condensed statement of stockholders’ equity for the six months ended June 30, 2023 and 2022 and the condensed statements of cash flows for the six months ended June 30, 2023 and 2022 are unaudited. The information presented below for the condensed financial position as of December 31, 2022 was audited and reported as part of our annual filing of our Form 10-K, filed with Securities and Exchange Commission on April10, 2023. The results of operations for the six months ended June 30, 2023 and 2022, respectively, are not necessarily indicative of results to be expected for any subsequent periods.

 

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FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES

 CONDENSED BALANCE SHEETS

 

  June 30,2023 (Unaudited)  

December 31,

2022

ASSETS      
Current Assets      
Cash and cash equivalents $                -   $               -
Accounts receivable, net of allowance for bad debts of $103,777 and $103,777 14,548   20,135
Deposits and prepaid expenses 3,650   8,948
Total Current Assets 18,198   29,083
Long-Term Deposits 13,624   13,624
Property and Equipment, net of accumulated depreciation      
of $597,173 and $597,173 -   -
Operating lease – Right-of-use asset 225,901   254,519
Goodwill 4,896,917           4,896,917
Total Assets $   5,154,640    $   5,194,143
       
LIABILITIES AND STOCKHOLDERS' EQUITY      
Current Liabilities      
Bank overdraft $       28,716   $         7,506
Accounts payable        254,602           265,267
Accounts payable – related party 57,960   44,713
Accrued liabilities 2,589,079   2,416,591
Notes payable – due on demand 976,391   766,391
Convertible notes payable 180,000   180,000
Convertible notes payable - related party 218,513               218,513
 Lease liability – current portion 57,679   57,679
Total Current Liabilities 4,362,940   3,956,660
Lease liability – long-term 171,222   198,064
Total Liabilities 4,534,162   4,154,724
       
Stockholders' Equity      
Preferred stock – $0.001 par value; 1,000,000 shares authorized;      
no shares issued or outstanding                   -                     -
Common stock – $0.001 par value; 200,000,000 shares authorized;      

125,557,174 and 125,557,174 shares issued and outstanding,

respectively

 125,557   125,557
Additional paid-in capital 31,801,069        31,801,069
Accumulated deficit (31,306,148)       (30,887,207)
Total Stockholders' Equity 620,478           1,039,419
Total Liabilities and Stockholders' Equity $    5,154,640    $     5,194,143

The accompanying notes are an integral part of these condensed consolidated financial statements

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FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

                   
    For the Three Months   For the Six Months
    Ended June 30,   Ended June 30,
    2023   2022   2023   2022
                 
Design, Contract and Testing  Revenue   $    37,506   $     36,015   $     49,764   $     96,939
                 
Operating Costs and Expenses                
Cost of revenue      9,085       12,022   14,159   24,184
Administrative and marketing expense     150,841     145,379     299,551      323,258
Research and development expense    58,259    56,119     109,250    116,212
                 
Total Operating Costs and Expenses     218,186    213,520    422,961    463,665
                 
Net Operating Income (Loss)   (180,680)   (177,505)   (373,197)   (366,715)
                 
Other Income and Expenses                
Interest expense   (30,017)    (16,922)      (46,944)      (37,596)
Interest income   -   -   -   -
Other income   600   300   1,200   600
Gain (Loss) on conversion/forgiveness of debt   -   -   -   46,194
Gain (Loss) on sale of assets   -   -           -           -
                 
Total Other Income (Expense)    (29,417)    (16,622)    (45,744)    (83,190)
                 
Net Income (Loss)   $(210,097)   $(194,127)   $(418,941)   $(449,905)
                 
Basic and Diluted Loss per Common Share $      (0.00)   $      (0.00)   $      (0.01)   $       (0.00)
                 
                 
Basic and Diluted Weighted-Average Common Shares                
Outstanding   125,557,174   125,557,174   125,557,174   120,994,141
                 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements

 

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FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Six Months Ended June 30, 2023 and 2022

(UNAUDITED)

 

 

 

  Common Stock Additional Paid-in Capital   Total Stockholder Equity
 

 

Shares

 

Amount

 Accumulated Deficit

 

Balance – December 31, 2022

 125,557,174 $ 125,557 $ 31,801,069 $ (30,887,207) $1,039,419

 

Net loss – three months ended March 31, 2023

 - - - (208,844) (208,844)

 

Balance - March 31, 2023

 125,557,174 $ 125,557 $ 31,801,069 $(31,096,051) $ 830,574

 

Net loss – three months ended June 30, 2023

 - - - (210,097) (210,097)

 

Balance – June 30, 2023

 125,557,174 $ 125,557 $ 31,801,069 $ (31,306,148) $ 620,478

 

 

 

 

  Common Stock Additional Paid-in Capital   Total Stockholder Equity
 

 

Shares

 

Amount

 Accumulated Deficit

 

Balance – December 31, 2021

 114,396,242 $ 114,396 $ 31,254,183 $ (30,082,376) $1,286,203

 

Common stock issued for conversion of debt

 11,160,932 11,161  593,081 - 604,242

 

Net loss – three months ended March 31, 2022

 - - - (255,778) (255,778)

 

Balance - March 31, 2022

 125,557,174 $ 125,557 $ 31,847,263 $(30,338,151) $ 1,634,669

 

Net loss – three months ended June 30, 2022

 - - - (194,127) (194,127)

 

Balance – June 30, 2022

 125,557,174 $ 125,557 $ 31,847,264 $ (30,532,281) $ 1,440,540

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements

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FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES

 CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   
  For the Six Months
  Ended June 30,
  2023   2022
Cash Flows from Operating Activities:       
    Net loss $     (418,941)   $     (449,905)
    Adjustments to reconcile net loss to net cash used in operating activities:      
        Depreciation -   -
Loss (Gain) on conversion of debt -   46,194
   Changes in operating assets and liabilities:      
        Accounts receivable 5,587   (200)
        Prepaid expenses and other assets 5,298   (2,711)
        Right-of-use asset 28,618   -
Accounts payable (10,665)   18,206
        Accounts payable – related parties 13,247   7,980
        Accrued liabilities 172,488   164,924
        Lease liability – long-term (26,842)   -
Net Cash Provided by (Used) in Operating Activities  (231,210)   (222,299)
       
Cash Flows from Financing Activities:      
        Proceeds from borrowings under notes payable 225,000   195,000
        Proceeds from (payment of) bank overdrafts 21,210   20,897
        Advances from related party -   6,000
        Payment on loans payable (15,000)   -
Net Cash Provided by Financing Activities  231,210   221,897
       
Net Change in Cash and Cash Equivalents -   (402)
Cash and Cash Equivalents at Beginning of Period -   402
Cash and Cash Equivalents at End of Period  $                -    $                -
       
Supplemental Cash Flow Information:      
     Cash paid for income taxes $                -    $              - 
     Cash paid for interest $                -    $              - 
Non-cash Investing and Financing Activity      
     Common stock issued in conversion of notes payable $                 -   $   604,242

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements

8 

 

FLEXPOINT SENSOR SYSTEMS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

(UNAUDITED)

 

NOTE 1– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Condensed Interim Financial Statements – The accompanying unaudited condensed financial statements include the accounts of Flexpoint Sensor Systems, Inc. (the “Company”). These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual financial statements of Flexpoint Sensor Systems, Inc. for the year ended December 31, 2022 included in the Company’s Form 10-K filed with the Securities and Exchange Commission on April 10, 2023. In particular, the Company’s significant accounting principles were presented as Note 1 to the Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed financial statements are not necessarily indicative of the results that may be expected for the full year ending December 31, 2023.

 

Nature of Operations – Flexpoint Sensor Systems, Inc. (the Company) is located in West Jordan, Utah. The Company’s activities to date have included acquiring equipment and enhancing technology, obtaining financing, limited production and seeking long-term manufacturing contracts. The Company’s operations are in designing, engineering, manufacturing and selling sensor technology and equipment using flexible potentiometer technology. Through June 30, 2023, the Company continued to manufacture products and sensors to fill customer orders and provide engineering and design work.

 

The COVID-19 Pandemic (“the Pandemic”) has had a dramatic effect on our business as well as the business of our customers. The wide-ranging effects on the world-wide business market has led to a general reluctance for businesses to move forward with entering into major commitments until their future markets have been clarified. Because of this, we have experienced a significant slowdown in the size and number of orders received and, while we cannot predict when the influence of the Pandemic will end, we expect that orders will return to their former levels and increase following a return to normal business operations. We recognize that, with the changes brought by the pandemic, demand for our products may fluctuate in the future. We recognize these risks and are taking every effort to prevent or mitigate them as they arise.

 

Use of Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.  Actual results could differ from those estimates.

 

Cash and Cash Equivalents – Cash and cash equivalents are considered to be cash and highly liquid securities with original maturities of three months or less.

 

Fair Value Measurements - The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk.

 

Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

 

Level 1: Quoted market prices in active markets for identical assets or liabilities.

 

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or

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model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

 

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

 

The carrying value of the Company’s cash, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.

 

Accounts Receivable – Trade accounts receivable are recorded at the time product is shipped or services are provided including any shipping and handling fees. Contracts associated with design, development engineering and manufacturing generally require a deposit of 50% of the quoted price prior to the commencement of work. The deposit is considered deferred income until the entire project, or the appropriate portion of the contract to meet scheduled deliveries is completed and shipped, and accepted by the customer, at which time the entire contract price, or the appropriate portion of the contract, is billed to the customer and the deposit applied. The Company has established an allowance for bad debts based on a historical experience and an analysis of risk associated with the account balances. The balance in the allowance account was $103,777 and $103,777 as of June 30, 2023 and December 31, 2022, respectively.

 

Inventories – The Company does not currently have inventory. However, as production levels increase inventories will be carried on the balance sheet. Inventories will be stated at the lower of cost or market or net realizable value. Cost is determined by using the first in, first out (FIFO) method.

 

Property and Equipment– Property and equipment are stated at cost.  Additions and major improvements are capitalized while maintenance and repairs are charged to operations.  Upon trade-in, sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is recognized. Depreciation is computed using the straight-line method and is recognized over the estimated useful lives of the property and equipment, which range from three to ten years.

 

Valuation of Long-lived Assets – The carrying values of the Company’s long-lived assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the projected discounted cash flows. Under similar analysis no impairment charge was taken during the six-month period ended June 30, 2023 and during the year ended December 31, 2022. Impairment tests will be conducted on an annual basis and, should they indicate a carrying value in excess of fair value, additional impairment charges may be required.

 

Intangible Assets – Costs to obtain or develop patents are capitalized and amortized over the remaining life of the patents, and technology rights are amortized over their estimated useful lives. The Company currently has the right to several patents and proprietary technology.  Patents and technology are amortized from the date the Company acquires or is awarded the patent or technology right, over their estimated useful lives, which range from 5 to 15 years.  An impairment charge is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair value of the intangible assets as determined by projected discounted net future cash flows. Under similar analysis there was no impairment charge taken during the six-month period ended June 30, 2023 and during the year ended December 31, 2022.

 

Research and Development – Research and development costs are recognized as an expense during the period incurred, which is until the conceptual formulation, design, and testing of a process is completed and the process has been determined to be commercially viable.

 

Lease Obligations – The Company accounts for leases in accordance with ASC 842, Leases. The Company recognizes ROU assets and related lease liabilities on the balance sheet for all leases greater than one year in duration. Operating lease payments are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed to each period during the term of the lease. This generally results in rent

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expense in excess of cash payments during the early years of the lease and rent expenses less than cash payments in later years. The difference between rent expense recognized and actual cash payments is typically represented as the spread between the ROU asset and lease liability.

 

Goodwill– Goodwill represents the excess of the Company’s reorganization value over the fair value of net assets of the Company upon emergence from bankruptcy. Goodwill is not amortized, but is tested for impairment annually, or at interim periods when a triggering event occurs using a fair value approach. According to Accounting Standards Codification (or “ASC”) 350-20 Intangibles – Goodwill and Other, a fair-value-based test is applied at the overall Company level. The test compares the fair value of the Company to the carrying value of its net assets. This test requires various judgments and estimates. The fair value of the Company is allocated to the Company’s assets and liabilities based upon their fair values with the excess fair value allocated to goodwill. An impairment of goodwill is measured as the excess of the carrying amount of goodwill over the determined fair value.

 

Revenue Recognition – On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, and all of the related amendments (“new revenue standard”). We have applied the new revenue standard to all contracts as of the date of the initial adoption. The new revenue standard establishes five steps whereby a transaction is analyzed to determine if revenue has been earned and can be recognized. The adoption of the new revenue standard did not have any effect on our financial statements. The vast majority of our sales are made to order, for which orders we require a deposit of 50% of the value of the order. That amount is put in a customer deposit account until the entire order has been manufactured and shipped or the appropriate portion of the project is completed to meet scheduled deliveries, invoiced and shipped. At the ship date, the Company has no further obligations under that portion of the contract and the revenue from the sale is recognized.

 

A part of our customer base is made up of international customers. The table below allocates revenue between domestic and international customers. The following table presents Flexpoint Sensor Systems revenues disaggregated by region and product type:

 

Three months ended:   June 30,       June 30,
        2023           2022  
               
      Consumer Long-term         Consumer Long-term  
Segments     Products Contract Total       Products Contract Total
Domestic   $ 538 - 538     $ 3,166

 

-

 3,166
International     36,968 - 36,968       32,848 - 32,848
    $ 37,506 - 37,506     $ 36,015 - 36,015
                       
Components   $ 538 - 538     $ 35,615 - 35,615
Engineering Services     36,968 - 36,968       400 - 400
    $ 37,506 - 37,506     $ 36,015 - 36,015
                         

 

Six months ended:   June 30,       June 30,
        2023           2022  
               
      Consumer Long-term         Consumer Long-term  
Segments     Products Contract Total       Products Contract Total
Domestic`   $ 1,175 - 1,175     $ 13,404

 

-

 13,404
International     48,589 - 48,589       83,535 - 83,535
    $ 49,764 - 49,764     $ 96,939 - 96,939
                       
Components   $ 1,175 - 1,175     $ 83,846 - 83,846
Engineering Services     45,589 - 45,589       13,093 - 13,093
    $ 49,764 - 49,764     $ 96,939 - 96,939
                         

 

 

 

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Basic and Diluted Loss Per Share – Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period.  Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. At June 30, 2023 and 2022 there were outstanding common share equivalents (options and convertible notes payable) which amounted to 11,762,742 and 11,043,870 of common stock, respectively. These common share equivalents were not included in the computation of diluted earnings per share for the six-month periods ended June 30, 2023 and 2022 as their effect would have been anti-dilutive, thereby decreasing loss per common share.

 

Concentrations and Credit Risk - The Company has a few major customers who represent a significant portion of revenue, accounts receivable and notes receivable. During the six-month period ended June 30, 2023, two customers represented 74% of sales and three customers represented 98% of accounts receivable. The Company has a strong ongoing relationship with these customers with scheduled delivery extending through the year and does not believe this concentration poses a significant risk, as their products are based entirely on the Company’s technologies.

 

Income Taxes - The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards Board Accounting Codification (ASC) 740: Income Taxes. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets will be reflected on the balance sheet when it is determined that it is more likely than not that the asset will be realized

 

Recent Accounting Pronouncements–On August 20, 2020 the FASB released ASU 2020-06 “Simplified Convertible Instrument Framework”. This pronouncement simplifies the convertible debt accounting framework, eliminating, among other things, the beneficial conversion feature model. The adoption date of this pronouncement is for fiscal years beginning after December 15, 2023, but allows for earlier adoption for fiscal years beginning after December 31, 2020. The Company has elected to adopt this accounting treatment effective January 1, 2021. Its adoption will have a beneficial effect on its financial statements in those instances when the conversion rate set by convertible notes is below the market price on the date the convertible note is issued, as no beneficial conversion expense will be recorded.

 

The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position and cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.

 

NOTE 2– GOING CONCERN

 

The Company continues to accumulate significant operating losses and has an accumulated deficit of $31,306,148 at June 30, 2023.  These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

Management is seeking additional funding to provide operating capital for its operations until such time as revenues are sufficient to sustain our level of operations.  However, there is no assurance that additional funding will be available on acceptable terms, if at all.

 

NOTE 3 – NOTES PAYABLE

 

During the six months ended June 30, 2023, the Company received nine payments of $25,000 each for a total of $225,000, from two of the convertible note holders as working capital loans to enable the Company to meet its obligations for operating expenses. The advances bear interest at the rate of 10%, but there are no other terms established. While the intent is to memorialize these advances through the issuance of a convertible note, as of the date of this filing that has not been done. Therefore these advances are treated as on demand notes and are included in our current liabilities. Until such agreement is reached, the balance of $976,391 as of June 30, 2023 is unsecured and due on demand. At June 30, 2023 there is $62,032 in accrued unpaid interest relating to these notes.

 

In August 2020 the Company received $50,000 from a large shareholder to meet operating expenses. The shareholder indicated that he would want the $50,000 loan repaid when the Company was in a position to do so. The shareholder subsequently provided an additional $5,000, for a total loan of $55,000. The balance is non-interest

12 

 

bearing and due on demand. Periodic payments have been made to reduce the outstanding balance. During the six months ended June 30, 2023 payments totaling $15,000 were made, leaving a remaining balance of $10,000 which is non-interest bearing and due on demand.

 

NOTE 4 – CONVERTIBLE NOTES PAYABLE

 

Convertible Notes Payable

 

At June 30, 2023, there are notes outstanding with principal balances which total $180,000. Of the notes, $140,000 are convertible notes bearing a 10% annual rate of interest (with a 15% default rate). Of these notes, $100,000 is convertible into shares of common stock at the rate of $0.05 per share and $40,000 is convertible at $0.07 per share. The remaining $40,000 is a convertible note entered into on August 8, 2011 with a former Company Director, at a conversion rate of $0.20 per share. That note was due on December 31, 2015 and bears a default interest rate of 10%. The notes are all in default. At June 30, 2023 there is $160,537 in accrued unpaid interest relating to these convertible notes.

 

Convertible Note Payable - Related Party

 

At June 30, 2023, there are notes outstanding with two directors of the Company with balances of $164,257 and $54,257, respectively. The notes bear an 8% annual rate of interest with a 12% default rate and are convertible into shares of restricted common stock. Of the notes, $114,513 is convertible into shares of restricted common stock at $0.07 per share and $104,000 of the notes are convertible at $0.06 per share. All of these notes have a maturity date of June 30, 2023. At June 30, 2023 there is $93,375 in accrued unpaid interest relating to these related party convertible notes.

 

NOTE 5– STOCK OPTION PLANS

 

On August 25, 2005, the Board of Directors of the Company approved and adopted the 2005 Stock Incentive Plan (the Plan). The Plan became effective upon its adoption by the Board and continued in effect for ten years, terminating on August 25, 2015.  This plan was approved by the stockholders of the Company at their annual meeting of shareholders on November 22, 2005. Under the Plan, the exercise price for all options issued will not be less than the average quoted closing market price of the Company’s trading common stock for the thirty-day period immediately preceding the grant date plus a premium of ten percent.  The maximum aggregate number of shares that may be awarded under the plan is 2,500,000 shares. The Company continues to utilize the Black-Scholes option-pricing model for calculating the fair value of the options granted as defined by ASC Topic 718, which is an acceptable valuation approach under ASC 718. This model requires the input of subjective assumptions, including the expected price volatility of the underlying stock.

 

On August 24, 2015, the Board of Directors approved the issuance of options to purchase 2,185,000 shares of the Company’s common stock. Of the total issued, 1,960,000 options were issued to replace options held by directors and employees which were to expire and 225,000 options were issued to new employees. Of the options issued, 640,000 have an option price of $0.14 per share, 500,000 have an option price of $0.15 per share, 995,000 have an option price of $0.20 per share, and 50,000 have an option price of $0.25 per share. Options issued as replacement shall have immediate vesting terms. Options which are not replacements shall vest over a two-year, four-month period in equal installments on the last day of 2015, 2016 and 2017, respectively.

 

Projected data related to the expected volatility and expected life of stock options is based upon historical and other information, and notably, the Company's common stock has limited trading history. Changes in these subjective assumptions can materially affect the fair value of the estimate, and therefore, the existing valuation models do not provide a precise measure of the fair value of the Company's employee stock options.

 

Between August 25, 2005 and August 25, 2019, the Company granted options to employees to purchase an aggregate 3,096,000 shares of common stock at exercise prices ranging from $0.15 to $2.07 per share. The options all vested by December 31, 2017 and expire 10 years from the date of grant.

 

On December 30, 2020 the Board of Directors approved the revaluation of all outstanding stock options, reducing the option price to $0.05 per share. The Company recorded a charge of $8,203 as the result of this change.

 

13 

 

As of the years ended December 31, 2005 through 2020, the Company recognized a total of $2,451,971 of stock-based compensation expense, which includes charges of $8,203 in 2020, leaving $0 in unrecognized expense as of December 31, 2021. There were 1,900,000 employee stock options outstanding at June 30, 2023.  

 

A summary of all employee options outstanding and exercisable under the plan as of June 30, 2023 is set forth below:

 

Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value
         
Outstanding at the beginning of period 1,900,000 $                 0.05 2.65 $               --
   Granted                      --                              --                    --                  --
   Expired                      --                              --                    --                  --
   Forfeited --                              --                    --                  --
Outstanding at the end of Period        1,900,000 $                  0.05 2.15 $               --
Exercisable at the end of Period 1,900,000 $                  0.05 2.15 $               -- 

 

NOTE 6 – CAPITAL STOCK

 

Preferred Stock – There are 1,000,000 shares of preferred stock with a par value of $0.001 per share authorized. At June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

 

Common Stock – There are 200,000,000 shares of common stock with a par value of $0.001 per share authorized. At June 30, 2023 and December 31, 2022, there were 125,557,174 and 125,557,174 shares of common stock issued and outstanding, respectively. The Company issued 11,160,932 shares of restricted common stock during the year ended December 31, 2022 for the retirement of $445,000 of notes payable and convertible notes, and $103,047 of accrued interest.

 

NOTE 7– COMMITMENTS AND CONTINGENCIES

 

The Company currently occupies approximately 8,029 square feet of office and manufacturing space leased from D&M Management, Inc. The building is located in a commercial business district in West Jordan, Utah which consists primarily of high-tech manufacturing firms and it is located adjacent to a major intersection, allowing easy access to Utah’s main interstate highway. The original lease was for $6,787 per month and was for a period of twelve months, with a termination date of August 31, 2022. A new lease for a period of twelve months to commence September 1, 2022 at a monthly rate of $6,657 was entered into on June 20, 2022. The lease has an expiration date of August 31, 2023 and contains a 90-day notice clause if our intent is to either terminate the lease or renew the lease for one additional three-year term. We recognize lease expense on a straight-line basis over the term of the lease.

 

NOTE 8 – RELATED PARTY TRANSACTIONS

 

At June 30, 2023, there was $57,960 payable to the Chief Executive Officer. During the six-months ended June 30, 2023 the Chief Executive Officer provided $11,748 to be used for operating expenses. At December 31, 2022, the Company had amounts of $43,713 payable to its Chief Executive Officer for funds provided to meet the operating expense obligations of the Company.

 

NOTE 9 – SUBSEQUENT EVENTS

 

In July, 2023, the Company received $25,000 in additional funding from holders of convertible notes. There has not been a note written on these funds, and no terms have been agreed to. The funding is to bear interest at the rate of 10% per annum. The Company is recording the receipt of the funding as on demand notes until such time as terms are agreed upon by the parties.

 

The Company has evaluated all other subsequent events pursuant to ASC Topic 855 and has determined that there are no events that require disclosure as of the date of issuance.

14 

 

 

In this quarterly report references to “Flexpoint", "the Company," “we,” “us,” and “our” refer to Flexpoint Sensor Systems, Inc.

 

FORWARD LOOKING STATEMENTS

 

The U.S. Securities and Exchange Commission (“SEC”) encourages reporting companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions.  This report contains these types of statements. Words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

 

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

 

EXECUTIVE OVERVIEW

 

Flexpoint Sensor Systems, Inc. is a company engaged principally in improving its unique sensor technology, expanding its suite of products, developing new sensor applications, obtaining financing and seeking long-term sustainable manufacturing contracts, licensing agreements and royalty agreements.  Our operations have not yet commenced to a commercially sustainable level and include designing, engineering, manufacturing, licensing and selling sensor technology and products featuring our Bend Sensor® technology and equipment.

 

Finalizing long-term, constant revenue generating production contracts with our existing and other customers remains our greatest challenge because our on-going business is dependent on the types of revenues and cash flows generated by such contracts. Cash flow and cash requirement risks are closely tied to and are dependent upon our ability to attract significant long-term production contracts. We must continue to obtain funding to operate and expand our operations so that we can deliver our unique Bend Sensor® and Bend Sensor® related technologies and products to the market.  Management believes that even though we are making positive strides forward with our business plan we will need to raise additional operating capital.

 

Worldwide automakers are faced with the challenge of providing a safer, more energy efficient, longer lasting product that consumers can afford. This has required automakers to search new and innovative ways to lower the overall weight of the vehicle and to improve its fuel efficiencies, while lowering the cost. We continue to experience an increased interest regarding automotive and other potential applications for our sensor technology because they meet this criterion. With its versatility, light weight, single layer construction and the fact that it is currently being used in various safety devices the Bend Sensor® is positioned well to meet the challenges that the automobile industry is facing.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The challenges posed by the Pandemic in the United States and global economies increased significantly as the first quarter progressed. Since the onset of the Pandemic, our top priority has been the health and safety of our employees. During this difficult time, we have worked to ensure that our customers continue to receive quality, personalized service.

 

The lingering effect of the Pandemic negatively impacted our revenue during the first six months of 2023. At this time, it is impossible to accurately predict when this will end. Many of our clients, to protect their employees, have sharply curtailed operations and have most employees working from home. The long-term impact of the Pandemic is difficult to assess at this point, as it will be dependent on how rapidly our clients can resume their business operations and place orders with us for the needed sensors incorporated into their products.

 

Currently our revenue is primarily from product development, manufacturing and recurring sales with additional contributions to income from design contract, testing and limited production services for prototypes and samples, and is currently not at a level to support our operations.  Depending upon the world returning to some form of

15 

 

normalcy following the end of the Pandemic, we believe, based upon current orders and projected orders over the next twelve months, that we could be producing sensors under long-term contracts in the future that will help support our existing operations and potential future growth. Management recognizes such contracts usually go through a long negotiation process and there can be no guarantee that we will be successful in our negotiations or that such contracts will be sufficient to support our current operations in the near future.

 

In the first six months of 2023, we have relied on the proceeds of advances in the form of on-demand loans from existing shareholders, which funds are accounted for as demand notes. The balances of the non-related party convertible notes have a combined total of $180,000 as of June 30, 2023. The notes have an annual interest rate of 8% to 10% and default rates of 10% to 15%, have various maturity dates, and are secured by the Company’s business assets. The on-demand notes have a principal balance of $983,891 at June 30, 2023 and no terms have yet been established for these funds.

 

Management believes that our current cash burn rate is approximately $60,000 per month and expectations are that it will continue at this rate for the foreseeable future. If the business returns to pre-Pandemic levels, with proceeds from additional convertible notes and estimated revenues for manufacturing, production, engineering design and prototype products should be sufficient to fund the next twelve months of operations. Our auditors have expressed doubt about our ability to continue as a going concern and that we may not realize significant revenue or become profitable within the next twelve months. We will require additional financing to fund our short-term cash needs. We will have to rely on additional debt financing, loans from existing shareholders and private placements of common stock for additional funding. Based upon our anticipated purchase orders over the next twelve months the revenue generated will not be sufficient to cover our operating expenses, based on our current burn rate. However, we cannot assure that we will be able to obtain short-term financing, or that sources of such financing, if any, will continue to be available, and if available, that they will be on terms favorable to us. Nor is there any guarantee that the projected volume of purchase orders will meet the volumes that we anticipate.

 

As we enter into new agreements, we must ensure that those agreements provide adequate funding for any pre-production research and development and manufacturing costs. If we are successful in establishing agreements with adequate initial funding, management believes that our operations for the long term will be funded by revenues, licensing fees and/or royalties related to these agreements. However, we have formalized only a few agreements during the past four years and there can be no assurance that the agreements will generate sufficient revenues or be profitable in the future or that a desired technological application will be successful enough to produce the volumes and profits necessary to fund our operations.

 

FINANCIAL OBLIGATIONS AND CONTINGENT LIABILITIES

 

Our principal commitments at June 30, 2023 consisted of our operating lease of $6,657 per month, and total liabilities of $4,534,163, which includes $398,513 of convertible notes payable. Accrued liabilities at June 30, 2023, were $2,581,579 and were related to payroll, payroll tax liabilities, accrued professional expenses, accrued insurance expense, accrued interest expense on notes and accrued paid time off.

 

In August 2020 the Company received $50,000 from John Kelly, a large shareholder, to meet operating expenses. Mr. Kelly indicated that he would want the $50,000 repaid when the Company was in a position to do so. Mr. Kelly subsequently provided an additional $5,000, for a total loan of $55,000. This funding has not formally been documented by a note at the time of this filing, and there is no term or interest on the note. In 2022 and 2021 payment of $30,000 was made to reduce the balance. During the six-month period ended June 30, 2023, additional payments of $15,000 were made, leaving a remaining balance of $10,000.

 

The Company has received $792,776 in funding from holders of our convertible notes. These fundings have not yet been memorialized into convertible notes. The only term agreed upon to date is that all funds advanced will bear interest at the rate of 10% per annum from the date of deposit.

 

The Company has a few major customers who represent a significant portion of revenue and accounts receivable. During the six months ended June 30, 2023, two customers represented 74% of sales and three customers represented 98% of accounts receivable. The Company has a strong ongoing relationship with these customers with scheduled product deliveries extending through the year from one of the customers with an account receivable and does not believe this concentration poses a significant risk, as their products are based entirely on the Company’s technologies.

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OFF-BALANCE SHEET ARRANGEMENTS

 

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

 

CRITICAL ACCOUNTING ESTIMATES

 

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Estimates of particular significance in our financial statements include goodwill and the annual tests for impairment of goodwill and long-lived assets and valuing stock option compensation.

 

ASC 350-20 “Intangibles – Goodwill and Other: The Company follows the guidance provided by ASC 350-20. The Company's goodwill represents the excess of its reorganization value over the fair value of the net assets upon emergence from bankruptcy. Goodwill is not amortized; therefore, we test our goodwill for impairment annually or when a triggering event occur using a fair value approach. A fair value-based test is applied at the overall Company level. The test compares the fair value of the Company to the carrying value of its net assets. The test requires various judgments and estimates. During 2022 and for the six months ended June 30, 2023, the Company recorded no impairment charge to reduce the carrying value of the goodwill to its estimated fair value. As part of the impairment testing performed at December 31, 2022, the Company considered factors such as the global market volatility, variables in the economy, and the overall uncertainty in the markets that has resulted in a decline in the market price of the Company's stock price and market capitalization for a sustained period, as indicators for potential goodwill impairment.

 

ASC 820 Fair Value Measurement: We test long-lived assets for impairment annually or when a triggering event occurs. Impairment is indicated if undiscounted cash flows are less than the carrying value of the assets. The amount of impairment is measured using a discounted-cash-flows model considering future revenues, operating costs and risk-adjusted discount rate and other factors. The analysis compares the present value of projected net cash flows for the remaining current year and next two years against the carrying value of the long-lived assets. If the carrying values of the long-lived assets exceed the present value of the discounted projected revenues an impairment expense would be recognized in the period and the carrying value of the assets would be adjusted accordingly. Impairment tests are conducted on an annual basis and, should they indicate a carrying value in excess of fair value, a charge may be required.

 

ASC 718 “Compensation – Stock Compensation: Financial accounting standards require that recognition of the cost of employee services received in exchange for stock options and awards of equity instruments be based on the grant-date fair value of such options and awards and is recognized as an expense in operations over the period they vest. The fair value of the options we have granted is estimated at the date of grant using the Black-Scholes American option-pricing model. Option pricing models require the input of highly sensitive assumptions, including expected stock volatility. In addition, our stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate.  Management believes the best input assumptions available were used to value the options and that the resulting option values are reasonable. For the six-month periods ended June 30, 2023 and 2022, we recognized $0 and $0, respectively, of stock-based compensation expense for our stock options and there is no additional unrecognized compensation cost related to employee stock options at the current time.

 

RESULTS OF OPERATIONS

 

The Company continues to concentrate its marketing resources on a limited number of customers that have the greatest potential to generate the most short-term revenue while still building relationships with our larger customers. Management believes this approach has the highest potential to bring long-term commercially viable products to market and will provide sustainable cash flow to fund the Company's operations in the future. Currently, overall revenues are not sufficient to sustain our operations. The Pandemic has had a dramatic effect on our business as well as the business of our customers. The wide-ranging effects on the world-wide business market has led to a general reluctance for businesses to move forward with entering into major commitments until their future markets have been clarified. Following a return to normal business operations in the world, management anticipates

17 

 

that revenues will increase as we continue to execute our long-term business plan and cultivate larger customer bases with our existing product offering. However, until the Pandemic ends and a long-term production contract is in place there is no guarantee that our current customer base will order in sufficient volumes to sustain our operations. Therefore, management continues to work with larger companies and industries and is hopeful that in the near future we will sign a long-term licensing or manufacturing contract.

 

We recognized revenue from repeat orders from our existing customers, design contract, and development engineering. Revenue is recognized using the ASC 606 five step detailed in Note 1 to the financial statements. Revenue from the sale of a product is recorded at the time of shipment to the customer.  Revenue from the license agreements was recognized in the period the agreement was concluded, as it is a right of use license and the Company has no further obligations to perform under the terms of the agreement. Revenue from research and development engineering contracts is recognized as the services are provided and accepted by the customer. Revenue from contracts to license technology to others is deferred until all conditions under the contract are met and then the sale is recognized as licensing royalty revenue over the remaining term of the contract.

 

The following discussions are based on the consolidated operations of Flexpoint Sensor Systems, Inc. and should be read in conjunction with our unaudited financial statements for the three and six months ended June 30, 2023 and 2022, included in Part I, Item 1, above, and the audited financial statements included in the Company’s annual report on Form 10-K for the years ended December 31, 2022 and 2021.

 

THREE MONTH PERIODS ENDED JUNE 30, 2023 AND 2022

 

SUMMARY OF OPERATING RESULTS
 

 

Three-month period ended

  June 30, 2023   June 30, 2022
Manufacturing, design, licensing and contract   revenue

 

$ 37,506

  

 

$ 36,015

Total operating costs and expenses 218,186   213,520
Net other income (expense) (29,417)   (16,622)
Net loss (210,097)   (194,127)
Basic and diluted loss per common share $             (0.00)   $             (0.00)

 

For the three months ending June 30, 2023, revenue was $37,506, an increase of $1,491 when compared to the revenue of $36,015 for the same period in 2022.

 

Of the $218,186 and $213,520 total operating costs and expense for the three months ending June 30, 2023 and 2022, respectively, $58,259 and $56,119 were for direct research and development cost, respectively. For the three months ended June 30, 2023, total operating expenses increased by $4,666 when compared to the same period in 2022, increases in payroll, building rent and advertising comprising the largest part of the increased expense level, with increases in professional fees and a number of other accounts resulting in the small net increase in 2023.

 

Other expense for the three-month period ended June 30, 2023 was $29,417, a $12,795 increase resulting primarily from the $13,095 increase in interest expense.

 

A net loss of $210,097 was realized for the three months ended June 30, 2023. A net loss of $194,127 was realized for the three-month period ended June 30, 2022.

 

18 

 

SIX MONTH PERIODS ENDED JUNE 30, 2023 AND 2022

 

SUMMARY OF OPERATING RESULTS
 

 

Six-month period ended

  June 30, 2023   June 30, 2022
Manufacturing, design, licensing and contract   revenue

 

$ 49,764

  

 

$ 96,939

Total operating costs and expenses 422,961   463,665
Net other income (expense) (45,744)   (83,190)
Net loss (418,941)   (449,905)
Basic and diluted loss per common share $              (0.01)   $                (0.00)

 

For the six months ending June 30, 2023, revenue was $49,764, a decrease of $47,175 when compared to the revenue of $96,939 for the same period in 2022.

 

Of the $418,941 and $449,665 total operating costs and expense for the six months ending June 30, 2023 and 2022, respectively, $109,250 and $116,212 were for direct research and development cost, respectively. For the six months ended June 30, 2023, total operating expenses decreased by $40,694 when compared to the same period in 2022, decreases in insurance and supplies comprising the largest part of the decreased expense level.

 

Other expense for the six-month period ended June 30, 2023 was $45,744, a $37,446 decrease resulting primarily from the $46,194 loss on conversion of debt.

 

A net loss of $418,941 was realized for the six months ended June 30, 2023. A net loss of $449,905 was realized for the six-month period ended June 30, 2022.

 

The chart below represents a summary of our condensed consolidated balance sheets at June 30, 2023 and December 31, 2022.

 

SUMMARY OF BALANCE SHEET INFORMATION
       
  June 30, 2023   December 31, 2022
Cash and cash equivalents $                      -   $                  -  
Total current assets 18,198    29,083 
Total assets 5,154,640   5,194,143
Total liabilities 4,534,162   4,154,724
Accumulated deficit        (31,306,148)            (30,887,207)
Total stockholder’s equity  $           620,478    $      1,039,419

 

Cash at June 30, 2023 was overdrawn by $28,716, which amount is shown as a liability. At December 31, 2022 there was an overdraft of $7,506. The negative cash is due to the issuance of checks for operating expenses and the delayed receipt of funds to deposit. Our non-current assets are unchanged, as all property and equipment and patents have been fully depreciated.

 

Total liabilities increased by $379,438 at June 30, 2023 due to the increase of on-demand notes, increased professional fees and accrued interest.

 

INFLATION

 

We do not expect the impact of inflation to have a negative impact on our product sales or our operations for the next twelve months.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable to smaller reporting companies.

 

19 

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a)Disclosure Controls and Procedures

 

As of the end of the period covered by this quarterly report, we carried out an evaluation of the effectiveness of our disclosure controls and procedures under the supervision and with the participation of our Chief Executive Officer, who also serves as our Principal Financial Officer. Our controls and procedures are designed to allow information required to be disclosed in our reports to be recorded, processed, summarized and reported within the specified periods, and accumulated and communicated to management to allow for timely decisions regarding required disclosure of material information. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. Based upon the evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures were not effective at that reasonable assurance level as of the end of the six-month period ended June 30, 2023.

 

The material weaknesses relate to the limited number of persons responsible for the recording and reporting of financial information, the lack of separation of financial reporting duties, and the limited size of our management team in general. We are in the process of evaluating methods of improving our internal control over financial reporting, including the possible addition of financial reporting staff and the increased separation of financial reporting responsibility, and intend to implement such steps as are necessary and possible to correct these material weaknesses

 

(b)Changes in Internal Control over Financial Reporting

 

There have been no changes in internal control over financial reporting during the six months of 2023 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

 

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

 

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

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

 

20 

 

ITEM 6. EXHIBITS

 

Part I Exhibits

 

No. Description
31.1

Certification of Clark M. Mower pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2

Certification of Clark M. Mower pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32 Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley

 

Part II Exhibits

 

No. Description
3(i).1

Certificate of Incorporation of Flexpoint Sensor, as amended (Incorporated by reference to exhibit 3.1 for Form 10-QSB, filed August 4, 2006)

 

3(i).2

Certificate of Amendment to Flexpoint Certificate of Incorporation, dated October 11, 2019

(Incorporated by reference to exhibit 3(i).2 of Form 8-K, filed October 15, 2019)

 

3.2

Bylaws of Flexpoint Sensor, as amended (Incorporated by reference to exhibit 3.4 of Form 10-QSB, filed May 3, 2004)

 

10.1

Office Building Lease between Flexpoint Sensor Systems and FGBP, LLC, dated December 9, 2019 (Incorporated by reference to exhibit 10.1 of Form 10-K, filed March 30, 2020)

 

10.2

Exclusive License Agreement between Flexpoint Sensor Systems and subVo, LLC, dated June 19, 2019. (Incorporated by reference to exhibit 10.2 of Form 10-Q, filed August 14, 2019)

 

101.SCH

XBRL Taxonomy Extension Schema Document

 

101.CAL

XBRL Taxonomy Calculation Linkbase Document

 

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

 

101.LAB

XBRL Taxonomy Label Linkbase Document

 

101.PRE XBRL Taxonomy Presentation Linkbase Document      

 

 

21 

 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, who is duly authorized.

 

FLEXPOINT SENSOR SYSTEMS, INC.

 

Date: August 14, 2023

 

/s/ Clark M. Mower

Clark M. Mower

President, Chief Executive Officer and Director,

Principal Financial Officer

 

 

22 

 

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Exhibit 31.1

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Clark M. Mower certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Flexpoint Sensor Systems, Inc.;

 

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 officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 cause 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 general accepted accounting principles;

 

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 officer(s) 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 (or persons performing the equivalent functions);

 

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.

 

 

 

Dated: August 14, 2023                                  /s/ Clark M. Mower

Clark M. Mower

Chief Executive Officer

Exhibit 31.2

 

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Clark M. Mower, certify that:

 

       1. I have reviewed this quarterly report on Form 10-Q of Flexpoint Sensor Systems, Inc.;

 

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 officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 cause 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 general accepted accounting principles;

 

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 officer(s) 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 (or persons performing the equivalent functions);

 

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.

 

 

 

Dated: August 14, 2023                                  /s/ Clark M. Mower

Clark M. Mower

Principal Financial Officer

Exhibit 32

 

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the quarterly report on Form 10-Q of Flexpoint Sensor Systems, Inc. (the “Company”) for the period ending June 30, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, Clark M. Mower, Chief Executive Officer and Principal Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(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 result of operations of the Company.

 

 

 

Dated: August 14, 2023

/s/ Clark M. Mower

Clark M. Mower

Chief Executive Officer

Principal Financial Officer

 

 

 

 

v3.23.2
Document And Entity Information - shares
 6 Months Ended
Jun. 30, 2023
Aug. 14, 2023
Document Information Line Items    
Entity Registrant Name FLEXPOINT SENSOR SYSTEMS, INC.  
Document Type 10-Q  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding   125,557,174
Amendment Flag false  
Entity Central Index Key 0000925660  
Entity Current Reporting Status Yes  
Entity Filer Category Non-accelerated Filer  
Document Period End Date Jun. 30, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 0-24368  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 87-0620425  
Entity Address, Address Line One 5718 W. Dannon Way  
Entity Address, Address Line Two Suite B  
Entity Address, City or Town West Jordan  
Entity Address, State or Province UT  
Entity Address, Postal Zip Code 84081  
City Area Code 801  
Local Phone Number 568-5111  
Entity Interactive Data Current Yes  
v3.23.2
CONDENSED BALANCE SHEETS - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current Assets    
Cash and cash equivalents
Accounts receivable, net of allowance for bad debts of $103,777 and $103,777 14,548 20,135
Deposits and prepaid expenses 3,650 8,948
Total Current Assets 18,198 29,083
Long-Term Deposits 13,624 13,624
Property and Equipment, net of accumulated depreciation of $597,173 and $597,173
Operating lease – Right-of-use asset 225,901 254,519
Goodwill 4,896,917 4,896,917
Total Assets 5,154,640 5,194,143
Current Liabilities    
Bank overdraft 28,716 7,506
Accounts payable 254,602 265,267
Accounts payable – related party 57,960 44,713
Accrued liabilities 2,589,079 2,416,591
Notes payable – due on demand 976,391 766,391
Convertible notes payable 180,000 180,000
Convertible notes payable - related party 218,513 218,513
Lease liability – current portion 57,679 57,679
Total Current Liabilities 4,362,940 3,956,660
Lease liability – long-term 171,222 198,064
Total Liabilities 4,534,162 4,154,724
Stockholders' Equity    
Preferred stock – $0.001 par value; 1,000,000 shares authorized; no shares issued or outstanding
Common stock – $0.001 par value; 200,000,000 shares authorized; 125,557,174 and 125,557,174 shares issued and outstanding, respectively 125,557 125,557
Additional paid-in capital 31,801,069 31,801,069
Accumulated deficit (31,306,148) (30,887,207)
Total Stockholders' Equity 620,478 1,039,419
Total Liabilities and Stockholders' Equity $ 5,154,640 $ 5,194,143
v3.23.2
CONDENSED BALANCE SHEETS (Parentheticals) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Accounts receivable, allowance for bad debts (in Dollars) $ 103,777 $ 103,777
Net of accumulated amortization (in Dollars) $ 597,173 $ 597,173
Preferred stock, par value per share (in Dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value per share (in Dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 125,557,174 125,557,174
Common stock, shares outstanding 125,557,174 125,557,174
v3.23.2
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
Design, Contract and Testing Revenue $ 37,506 $ 36,015 $ 49,764 $ 96,939
Operating Costs and Expenses        
Cost of revenue 9,085 12,022 14,159 24,184
Administrative and marketing expense 150,841 145,379 299,551 323,258
Research and development expense 58,259 56,119 109,250 116,212
Total Operating Costs and Expenses 218,186 213,520 422,961 463,665
Net Operating Income (Loss) (180,680) (177,505) (373,197) (366,715)
Other Income and Expenses        
Interest expense (30,017) (16,922) (46,944) (37,596)
Interest income
Other income 600 300 1,200 600
Gain (Loss) on conversion/forgiveness of debt 46,194
Gain (Loss) on sale of assets
Total Other Income (Expense) (29,417) (16,622) (45,744) (83,190)
Net Income (Loss) $ (210,097) $ (194,127) $ (418,941) $ (449,905)
Basic and Diluted Loss per Common Share (in Dollars per share) $ 0 $ 0 $ (0.01) $ 0
Basic and Diluted Weighted-Average Common Shares Outstanding (in Shares) 125,557,174 125,557,174 125,557,174 120,994,141
v3.23.2
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) (Parentheticals) - $ / shares
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Income Statement [Abstract]        
Diluted Loss per Common Share $ 0.00 $ 0.00 $ (0.01) $ (0.01)
Diluted Weighted-Average Common Shares Outstanding (in Shares) 125,557,174 125,557,174 125,557,174 120,994,141
v3.23.2
CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($)
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Total
Balance at Dec. 31, 2021 $ 114,396 $ 31,254,183 $ (30,082,376) $ 1,286,203
Balance (in Shares) at Dec. 31, 2021 114,396,242      
Common stock issued for conversion of debt $ 11,161 593,081 604,242
Common stock issued for conversion of debt (in Shares) 11,160,932      
Net loss (255,778) (255,778)
Balance at Mar. 31, 2022 $ 125,557 31,847,263 (30,338,151) 1,634,669
Balance (in Shares) at Mar. 31, 2022 125,557,174      
Balance at Dec. 31, 2021 $ 114,396 31,254,183 (30,082,376) 1,286,203
Balance (in Shares) at Dec. 31, 2021 114,396,242      
Net loss       (449,905)
Balance at Jun. 30, 2022 $ 125,557 31,847,264 (30,532,281) 1,440,540
Balance (in Shares) at Jun. 30, 2022 125,557,174      
Balance at Mar. 31, 2022 $ 125,557 31,847,263 (30,338,151) 1,634,669
Balance (in Shares) at Mar. 31, 2022 125,557,174      
Net loss (194,127) (194,127)
Balance at Jun. 30, 2022 $ 125,557 31,847,264 (30,532,281) 1,440,540
Balance (in Shares) at Jun. 30, 2022 125,557,174      
Balance at Dec. 31, 2022 $ 125,557 31,801,069 (30,887,207) 1,039,419
Balance (in Shares) at Dec. 31, 2022 125,557,174      
Net loss (208,844) (208,844)
Balance at Mar. 31, 2023 $ 125,557 31,801,069 (31,096,051) 830,574
Balance (in Shares) at Mar. 31, 2023 125,557,174      
Balance at Dec. 31, 2022 $ 125,557 31,801,069 (30,887,207) 1,039,419
Balance (in Shares) at Dec. 31, 2022 125,557,174      
Net loss       (418,941)
Balance at Jun. 30, 2023 $ 125,557 31,801,069 (31,306,148) 620,478
Balance (in Shares) at Jun. 30, 2023 125,557,174      
Balance at Mar. 31, 2023 $ 125,557 31,801,069 (31,096,051) 830,574
Balance (in Shares) at Mar. 31, 2023 125,557,174      
Net loss (210,097) (210,097)
Balance at Jun. 30, 2023 $ 125,557 $ 31,801,069 $ (31,306,148) $ 620,478
Balance (in Shares) at Jun. 30, 2023 125,557,174      
v3.23.2
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash Flows from Operating Activities:    
Net loss $ (418,941) $ (449,905)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation
Loss (Gain) on conversion of debt 46,194
Changes in operating assets and liabilities:    
Accounts receivable 5,587 (200)
Prepaid expenses and other assets 5,298 (2,711)
Right-of-use asset 28,618
Accounts payable (10,665) 18,206
Accounts payable – related parties 13,247 7,980
Accrued liabilities 172,488 164,924
Lease liability – long-term (26,842)
Net Cash Provided by (Used) in Operating Activities (231,210) (222,299)
Cash Flows from Financing Activities:    
Proceeds from borrowings under notes payable 225,000 195,000
Proceeds from (payment of) bank overdrafts 21,210 20,897
Advances from related party 6,000
Payment on loans payable (15,000)
Net Cash Provided by Financing Activities 231,210 221,897
Net Change in Cash and Cash Equivalents (402)
Cash and Cash Equivalents at Beginning of Period 402
Cash and Cash Equivalents at End of Period
Supplemental Cash Flow Information:    
Cash paid for income taxes
Cash paid for interest
Non-cash Investing and Financing Activity    
Common stock issued in conversion of notes payable $ 604,242
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 1– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Condensed Interim Financial Statements – The accompanying unaudited condensed financial statements include the accounts of Flexpoint Sensor Systems, Inc. (the “Company”). These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual financial statements of Flexpoint Sensor Systems, Inc. for the year ended December 31, 2022 included in the Company’s Form 10-K filed with the Securities and Exchange Commission on April 10, 2023. In particular, the Company’s significant accounting principles were presented as Note 1 to the Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed financial statements are not necessarily indicative of the results that may be expected for the full year ending December 31, 2023.

 

Nature of Operations – Flexpoint Sensor Systems, Inc. (the Company) is located in West Jordan, Utah. The Company’s activities to date have included acquiring equipment and enhancing technology, obtaining financing, limited production and seeking long-term manufacturing contracts. The Company’s operations are in designing, engineering, manufacturing and selling sensor technology and equipment using flexible potentiometer technology. Through June 30, 2023, the Company continued to manufacture products and sensors to fill customer orders and provide engineering and design work.

 

The COVID-19 Pandemic (“the Pandemic”) has had a dramatic effect on our business as well as the business of our customers. The wide-ranging effects on the world-wide business market has led to a general reluctance for businesses to move forward with entering into major commitments until their future markets have been clarified. Because of this, we have experienced a significant slowdown in the size and number of orders received and, while we cannot predict when the influence of the Pandemic will end, we expect that orders will return to their former levels and increase following a return to normal business operations. We recognize that, with the changes brought by the pandemic, demand for our products may fluctuate in the future. We recognize these risks and are taking every effort to prevent or mitigate them as they arise.

 

Use of Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.  Actual results could differ from those estimates.

 

Cash and Cash Equivalents – Cash and cash equivalents are considered to be cash and highly liquid securities with original maturities of three months or less.

 

Fair Value Measurements - The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk.

 

Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

 

Level 1: Quoted market prices in active markets for identical assets or liabilities.

 

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or

model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

 

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

 

The carrying value of the Company’s cash, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.

 

Accounts Receivable – Trade accounts receivable are recorded at the time product is shipped or services are provided including any shipping and handling fees. Contracts associated with design, development engineering and manufacturing generally require a deposit of 50% of the quoted price prior to the commencement of work. The deposit is considered deferred income until the entire project, or the appropriate portion of the contract to meet scheduled deliveries is completed and shipped, and accepted by the customer, at which time the entire contract price, or the appropriate portion of the contract, is billed to the customer and the deposit applied. The Company has established an allowance for bad debts based on a historical experience and an analysis of risk associated with the account balances. The balance in the allowance account was $103,777 and $103,777 as of June 30, 2023 and December 31, 2022, respectively.

 

Inventories – The Company does not currently have inventory. However, as production levels increase inventories will be carried on the balance sheet. Inventories will be stated at the lower of cost or market or net realizable value. Cost is determined by using the first in, first out (FIFO) method.

 

Property and Equipment– Property and equipment are stated at cost.  Additions and major improvements are capitalized while maintenance and repairs are charged to operations.  Upon trade-in, sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is recognized. Depreciation is computed using the straight-line method and is recognized over the estimated useful lives of the property and equipment, which range from three to ten years.

 

Valuation of Long-lived Assets – The carrying values of the Company’s long-lived assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the projected discounted cash flows. Under similar analysis no impairment charge was taken during the six-month period ended June 30, 2023 and during the year ended December 31, 2022. Impairment tests will be conducted on an annual basis and, should they indicate a carrying value in excess of fair value, additional impairment charges may be required.

 

Intangible Assets – Costs to obtain or develop patents are capitalized and amortized over the remaining life of the patents, and technology rights are amortized over their estimated useful lives. The Company currently has the right to several patents and proprietary technology.  Patents and technology are amortized from the date the Company acquires or is awarded the patent or technology right, over their estimated useful lives, which range from 5 to 15 years.  An impairment charge is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair value of the intangible assets as determined by projected discounted net future cash flows. Under similar analysis there was no impairment charge taken during the six-month period ended June 30, 2023 and during the year ended December 31, 2022.

 

Research and Development – Research and development costs are recognized as an expense during the period incurred, which is until the conceptual formulation, design, and testing of a process is completed and the process has been determined to be commercially viable.

 

Lease Obligations – The Company accounts for leases in accordance with ASC 842, Leases. The Company recognizes ROU assets and related lease liabilities on the balance sheet for all leases greater than one year in duration. Operating lease payments are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed to each period during the term of the lease. This generally results in rent

expense in excess of cash payments during the early years of the lease and rent expenses less than cash payments in later years. The difference between rent expense recognized and actual cash payments is typically represented as the spread between the ROU asset and lease liability.

 

Goodwill– Goodwill represents the excess of the Company’s reorganization value over the fair value of net assets of the Company upon emergence from bankruptcy. Goodwill is not amortized, but is tested for impairment annually, or at interim periods when a triggering event occurs using a fair value approach. According to Accounting Standards Codification (or “ASC”) 350-20 Intangibles – Goodwill and Other, a fair-value-based test is applied at the overall Company level. The test compares the fair value of the Company to the carrying value of its net assets. This test requires various judgments and estimates. The fair value of the Company is allocated to the Company’s assets and liabilities based upon their fair values with the excess fair value allocated to goodwill. An impairment of goodwill is measured as the excess of the carrying amount of goodwill over the determined fair value.

 

Revenue Recognition – On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, and all of the related amendments (“new revenue standard”). We have applied the new revenue standard to all contracts as of the date of the initial adoption. The new revenue standard establishes five steps whereby a transaction is analyzed to determine if revenue has been earned and can be recognized. The adoption of the new revenue standard did not have any effect on our financial statements. The vast majority of our sales are made to order, for which orders we require a deposit of 50% of the value of the order. That amount is put in a customer deposit account until the entire order has been manufactured and shipped or the appropriate portion of the project is completed to meet scheduled deliveries, invoiced and shipped. At the ship date, the Company has no further obligations under that portion of the contract and the revenue from the sale is recognized.

 

A part of our customer base is made up of international customers. The table below allocates revenue between domestic and international customers. The following table presents Flexpoint Sensor Systems revenues disaggregated by region and product type:

 

Three months ended:   June 30,       June 30,
        2023           2022  
               
      Consumer Long-term         Consumer Long-term  
Segments     Products Contract Total       Products Contract Total
Domestic   $ 538 - 538     $ 3,166

 

-

 3,166
International     36,968 - 36,968       32,848 - 32,848
    $ 37,506 - 37,506     $ 36,015 - 36,015
                       
Components   $ 538 - 538     $ 35,615 - 35,615
Engineering Services     36,968 - 36,968       400 - 400
    $ 37,506 - 37,506     $ 36,015 - 36,015
                         

 

Six months ended:   June 30,       June 30,
        2023           2022  
               
      Consumer Long-term         Consumer Long-term  
Segments     Products Contract Total       Products Contract Total
Domestic`   $ 1,175 - 1,175     $ 13,404

 

-

 13,404
International     48,589 - 48,589       83,535 - 83,535
    $ 49,764 - 49,764     $ 96,939 - 96,939
                       
Components   $ 1,175 - 1,175     $ 83,846 - 83,846
Engineering Services     45,589 - 45,589       13,093 - 13,093
    $ 49,764 - 49,764     $ 96,939 - 96,939
                         

 

Basic and Diluted Loss Per Share – Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period.  Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. At June 30, 2023 and 2022 there were outstanding common share equivalents (options and convertible notes payable) which amounted to 11,762,742 and 11,043,870 of common stock, respectively. These common share equivalents were not included in the computation of diluted earnings per share for the six-month periods ended June 30, 2023 and 2022 as their effect would have been anti-dilutive, thereby decreasing loss per common share.

 

Concentrations and Credit Risk - The Company has a few major customers who represent a significant portion of revenue, accounts receivable and notes receivable. During the six-month period ended June 30, 2023, two customers represented 74% of sales and three customers represented 98% of accounts receivable. The Company has a strong ongoing relationship with these customers with scheduled delivery extending through the year and does not believe this concentration poses a significant risk, as their products are based entirely on the Company’s technologies.

 

Income Taxes - The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards Board Accounting Codification (ASC) 740: Income Taxes. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets will be reflected on the balance sheet when it is determined that it is more likely than not that the asset will be realized

 

Recent Accounting Pronouncements–On August 20, 2020 the FASB released ASU 2020-06 “Simplified Convertible Instrument Framework”. This pronouncement simplifies the convertible debt accounting framework, eliminating, among other things, the beneficial conversion feature model. The adoption date of this pronouncement is for fiscal years beginning after December 15, 2023, but allows for earlier adoption for fiscal years beginning after December 31, 2020. The Company has elected to adopt this accounting treatment effective January 1, 2021. Its adoption will have a beneficial effect on its financial statements in those instances when the conversion rate set by convertible notes is below the market price on the date the convertible note is issued, as no beneficial conversion expense will be recorded.

 

The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position and cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.
v3.23.2
GOING CONCERN
 6 Months Ended
Jun. 30, 2023
Going Concern [Abstract]  
GOING CONCERN

NOTE 2– GOING CONCERN

 

The Company continues to accumulate significant operating losses and has an accumulated deficit of $31,306,148 at June 30, 2023.  These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

Management is seeking additional funding to provide operating capital for its operations until such time as revenues are sufficient to sustain our level of operations.  However, there is no assurance that additional funding will be available on acceptable terms, if at all.
v3.23.2
NOTES PAYABLE
 6 Months Ended
Jun. 30, 2023
Notes Payable [Abstract]  
NOTES PAYABLE

NOTE 3 – NOTES PAYABLE

 

During the six months ended June 30, 2023, the Company received nine payments of $25,000 each for a total of $225,000, from two of the convertible note holders as working capital loans to enable the Company to meet its obligations for operating expenses. The advances bear interest at the rate of 10%, but there are no other terms established. While the intent is to memorialize these advances through the issuance of a convertible note, as of the date of this filing that has not been done. Therefore these advances are treated as on demand notes and are included in our current liabilities. Until such agreement is reached, the balance of $976,391 as of June 30, 2023 is unsecured and due on demand. At June 30, 2023 there is $62,032 in accrued unpaid interest relating to these notes.

 

In August 2020 the Company received $50,000 from a large shareholder to meet operating expenses. The shareholder indicated that he would want the $50,000 loan repaid when the Company was in a position to do so. The shareholder subsequently provided an additional $5,000, for a total loan of $55,000. The balance is non-interest

bearing and due on demand. Periodic payments have been made to reduce the outstanding balance. During the six months ended June 30, 2023 payments totaling $15,000 were made, leaving a remaining balance of $10,000 which is non-interest bearing and due on demand.
v3.23.2
CONVERTIBLE NOTES PAYABLE
 6 Months Ended
Jun. 30, 2023
Convertible Notes Payable [Abstract]  
CONVERTIBLE NOTES PAYABLE

NOTE 4 – CONVERTIBLE NOTES PAYABLE

 

Convertible Notes Payable

 

At June 30, 2023, there are notes outstanding with principal balances which total $180,000. Of the notes, $140,000 are convertible notes bearing a 10% annual rate of interest (with a 15% default rate). Of these notes, $100,000 is convertible into shares of common stock at the rate of $0.05 per share and $40,000 is convertible at $0.07 per share. The remaining $40,000 is a convertible note entered into on August 8, 2011 with a former Company Director, at a conversion rate of $0.20 per share. That note was due on December 31, 2015 and bears a default interest rate of 10%. The notes are all in default. At June 30, 2023 there is $160,537 in accrued unpaid interest relating to these convertible notes.

 

Convertible Note Payable - Related Party

 

At June 30, 2023, there are notes outstanding with two directors of the Company with balances of $164,257 and $54,257, respectively. The notes bear an 8% annual rate of interest with a 12% default rate and are convertible into shares of restricted common stock. Of the notes, $114,513 is convertible into shares of restricted common stock at $0.07 per share and $104,000 of the notes are convertible at $0.06 per share. All of these notes have a maturity date of June 30, 2023. At June 30, 2023 there is $93,375 in accrued unpaid interest relating to these related party convertible notes.
v3.23.2
STOCK OPTION PLANS
 6 Months Ended
Jun. 30, 2023
Stock Option Plans [Abstract]  
STOCK OPTION PLANS

NOTE 5– STOCK OPTION PLANS

 

On August 25, 2005, the Board of Directors of the Company approved and adopted the 2005 Stock Incentive Plan (the Plan). The Plan became effective upon its adoption by the Board and continued in effect for ten years, terminating on August 25, 2015.  This plan was approved by the stockholders of the Company at their annual meeting of shareholders on November 22, 2005. Under the Plan, the exercise price for all options issued will not be less than the average quoted closing market price of the Company’s trading common stock for the thirty-day period immediately preceding the grant date plus a premium of ten percent.  The maximum aggregate number of shares that may be awarded under the plan is 2,500,000 shares. The Company continues to utilize the Black-Scholes option-pricing model for calculating the fair value of the options granted as defined by ASC Topic 718, which is an acceptable valuation approach under ASC 718. This model requires the input of subjective assumptions, including the expected price volatility of the underlying stock.

 

On August 24, 2015, the Board of Directors approved the issuance of options to purchase 2,185,000 shares of the Company’s common stock. Of the total issued, 1,960,000 options were issued to replace options held by directors and employees which were to expire and 225,000 options were issued to new employees. Of the options issued, 640,000 have an option price of $0.14 per share, 500,000 have an option price of $0.15 per share, 995,000 have an option price of $0.20 per share, and 50,000 have an option price of $0.25 per share. Options issued as replacement shall have immediate vesting terms. Options which are not replacements shall vest over a two-year, four-month period in equal installments on the last day of 2015, 2016 and 2017, respectively.

 

Projected data related to the expected volatility and expected life of stock options is based upon historical and other information, and notably, the Company's common stock has limited trading history. Changes in these subjective assumptions can materially affect the fair value of the estimate, and therefore, the existing valuation models do not provide a precise measure of the fair value of the Company's employee stock options.

 

Between August 25, 2005 and August 25, 2019, the Company granted options to employees to purchase an aggregate 3,096,000 shares of common stock at exercise prices ranging from $0.15 to $2.07 per share. The options all vested by December 31, 2017 and expire 10 years from the date of grant.

 

On December 30, 2020 the Board of Directors approved the revaluation of all outstanding stock options, reducing the option price to $0.05 per share. The Company recorded a charge of $8,203 as the result of this change.

 

As of the years ended December 31, 2005 through 2020, the Company recognized a total of $2,451,971 of stock-based compensation expense, which includes charges of $8,203 in 2020, leaving $0 in unrecognized expense as of December 31, 2021. There were 1,900,000 employee stock options outstanding at June 30, 2023.  

 

A summary of all employee options outstanding and exercisable under the plan as of June 30, 2023 is set forth below:

 

Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value
         
Outstanding at the beginning of period 1,900,000 $                 0.05 2.65 $               --
   Granted                      --                              --                    --                  --
   Expired                      --                              --                    --                  --
   Forfeited --                              --                    --                  --
Outstanding at the end of Period        1,900,000 $                  0.05 2.15 $               --
Exercisable at the end of Period 1,900,000 $                  0.05 2.15 $               -- 
v3.23.2
CAPITAL STOCK
 6 Months Ended
Jun. 30, 2023
Capital Stock [Abstract]  
CAPITAL STOCK

NOTE 6 – CAPITAL STOCK

 

Preferred Stock – There are 1,000,000 shares of preferred stock with a par value of $0.001 per share authorized. At June 30, 2023 and December 31, 2022, there were no shares of preferred stock issued or outstanding.

 

Common Stock – There are 200,000,000 shares of common stock with a par value of $0.001 per share authorized. At June 30, 2023 and December 31, 2022, there were 125,557,174 and 125,557,174 shares of common stock issued and outstanding, respectively. The Company issued 11,160,932 shares of restricted common stock during the year ended December 31, 2022 for the retirement of $445,000 of notes payable and convertible notes, and $103,047 of accrued interest.
v3.23.2
COMMITMENTS AND CONTINGENCIES
 6 Months Ended
Jun. 30, 2023
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 7– COMMITMENTS AND CONTINGENCIES

 

The Company currently occupies approximately 8,029 square feet of office and manufacturing space leased from D&M Management, Inc. The building is located in a commercial business district in West Jordan, Utah which consists primarily of high-tech manufacturing firms and it is located adjacent to a major intersection, allowing easy access to Utah’s main interstate highway. The original lease was for $6,787 per month and was for a period of twelve months, with a termination date of August 31, 2022. A new lease for a period of twelve months to commence September 1, 2022 at a monthly rate of $6,657 was entered into on June 20, 2022. The lease has an expiration date of August 31, 2023 and contains a 90-day notice clause if our intent is to either terminate the lease or renew the lease for one additional three-year term. We recognize lease expense on a straight-line basis over the term of the lease.
v3.23.2
RELATED PARTY TRANSACTIONS
 6 Months Ended
Jun. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 8 – RELATED PARTY TRANSACTIONS

 

At June 30, 2023, there was $57,960 payable to the Chief Executive Officer. During the six-months ended June 30, 2023 the Chief Executive Officer provided $11,748 to be used for operating expenses. At December 31, 2022, the Company had amounts of $43,713 payable to its Chief Executive Officer for funds provided to meet the operating expense obligations of the Company.
v3.23.2
SUBSEQUENT EVENTS
 6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

 

In July, 2023, the Company received $25,000 in additional funding from holders of convertible notes. There has not been a note written on these funds, and no terms have been agreed to. The funding is to bear interest at the rate of 10% per annum. The Company is recording the receipt of the funding as on demand notes until such time as terms are agreed upon by the parties.

 

The Company has evaluated all other subsequent events pursuant to ASC Topic 855 and has determined that there are no events that require disclosure as of the date of issuance.
v3.23.2
Accounting Policies, by Policy (Policies)
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Condensed Interim Financial Statements

Condensed Interim Financial Statements – The accompanying unaudited condensed financial statements include the accounts of Flexpoint Sensor Systems, Inc. (the “Company”). These financial statements are condensed and, therefore, do not include all disclosures normally required by accounting principles generally accepted in the United States of America. Therefore, these statements should be read in conjunction with the most recent annual financial statements of Flexpoint Sensor Systems, Inc. for the year ended December 31, 2022 included in the Company’s Form 10-K filed with the Securities and Exchange Commission on April 10, 2023. In particular, the Company’s significant accounting principles were presented as Note 1 to the Financial Statements in that report. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying condensed financial statements and consist of only normal recurring adjustments. The results of operations presented in the accompanying condensed financial statements are not necessarily indicative of the results that may be expected for the full year ending December 31, 2023.
Nature of Operations

Nature of Operations – Flexpoint Sensor Systems, Inc. (the Company) is located in West Jordan, Utah. The Company’s activities to date have included acquiring equipment and enhancing technology, obtaining financing, limited production and seeking long-term manufacturing contracts. The Company’s operations are in designing, engineering, manufacturing and selling sensor technology and equipment using flexible potentiometer technology. Through June 30, 2023, the Company continued to manufacture products and sensors to fill customer orders and provide engineering and design work.

The COVID-19 Pandemic (“the Pandemic”) has had a dramatic effect on our business as well as the business of our customers. The wide-ranging effects on the world-wide business market has led to a general reluctance for businesses to move forward with entering into major commitments until their future markets have been clarified. Because of this, we have experienced a significant slowdown in the size and number of orders received and, while we cannot predict when the influence of the Pandemic will end, we expect that orders will return to their former levels and increase following a return to normal business operations. We recognize that, with the changes brought by the pandemic, demand for our products may fluctuate in the future. We recognize these risks and are taking every effort to prevent or mitigate them as they arise.
Use of Estimates

Use of Estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods.  Actual results could differ from those estimates.
Cash and Cash Equivalents

Cash and Cash Equivalents – Cash and cash equivalents are considered to be cash and highly liquid securities with original maturities of three months or less.
Fair Value Measurements

Fair Value Measurements - The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the party’s own credit risk.

Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or

model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

The carrying value of the Company’s cash, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.
Accounts Receivable

Accounts Receivable – Trade accounts receivable are recorded at the time product is shipped or services are provided including any shipping and handling fees. Contracts associated with design, development engineering and manufacturing generally require a deposit of 50% of the quoted price prior to the commencement of work. The deposit is considered deferred income until the entire project, or the appropriate portion of the contract to meet scheduled deliveries is completed and shipped, and accepted by the customer, at which time the entire contract price, or the appropriate portion of the contract, is billed to the customer and the deposit applied. The Company has established an allowance for bad debts based on a historical experience and an analysis of risk associated with the account balances. The balance in the allowance account was $103,777 and $103,777 as of June 30, 2023 and December 31, 2022, respectively.
Inventories

Inventories – The Company does not currently have inventory. However, as production levels increase inventories will be carried on the balance sheet. Inventories will be stated at the lower of cost or market or net realizable value. Cost is determined by using the first in, first out (FIFO) method.
Property and Equipment

Property and Equipment– Property and equipment are stated at cost.  Additions and major improvements are capitalized while maintenance and repairs are charged to operations.  Upon trade-in, sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is recognized. Depreciation is computed using the straight-line method and is recognized over the estimated useful lives of the property and equipment, which range from three to ten years.
Valuation of Long-lived Assets

Valuation of Long-lived Assets – The carrying values of the Company’s long-lived assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the projected discounted cash flows. Under similar analysis no impairment charge was taken during the six-month period ended June 30, 2023 and during the year ended December 31, 2022. Impairment tests will be conducted on an annual basis and, should they indicate a carrying value in excess of fair value, additional impairment charges may be required.
Intangible Assets

Intangible Assets – Costs to obtain or develop patents are capitalized and amortized over the remaining life of the patents, and technology rights are amortized over their estimated useful lives. The Company currently has the right to several patents and proprietary technology.  Patents and technology are amortized from the date the Company acquires or is awarded the patent or technology right, over their estimated useful lives, which range from 5 to 15 years.  An impairment charge is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair value of the intangible assets as determined by projected discounted net future cash flows. Under similar analysis there was no impairment charge taken during the six-month period ended June 30, 2023 and during the year ended December 31, 2022.
Research and Development

Research and Development – Research and development costs are recognized as an expense during the period incurred, which is until the conceptual formulation, design, and testing of a process is completed and the process has been determined to be commercially viable.
Lease Obligations

Lease Obligations – The Company accounts for leases in accordance with ASC 842, Leases. The Company recognizes ROU assets and related lease liabilities on the balance sheet for all leases greater than one year in duration. Operating lease payments are recognized as an expense on a straight-line basis over the lease term in equal amounts of rent expense attributed to each period during the term of the lease. This generally results in rent

expense in excess of cash payments during the early years of the lease and rent expenses less than cash payments in later years. The difference between rent expense recognized and actual cash payments is typically represented as the spread between the ROU asset and lease liability.
Goodwill

Goodwill– Goodwill represents the excess of the Company’s reorganization value over the fair value of net assets of the Company upon emergence from bankruptcy. Goodwill is not amortized, but is tested for impairment annually, or at interim periods when a triggering event occurs using a fair value approach. According to Accounting Standards Codification (or “ASC”) 350-20 Intangibles – Goodwill and Other, a fair-value-based test is applied at the overall Company level. The test compares the fair value of the Company to the carrying value of its net assets. This test requires various judgments and estimates. The fair value of the Company is allocated to the Company’s assets and liabilities based upon their fair values with the excess fair value allocated to goodwill. An impairment of goodwill is measured as the excess of the carrying amount of goodwill over the determined fair value.
Revenue Recognition

Revenue Recognition – On January 1, 2018, the Company adopted ASC 606, Revenue from Contracts with Customers, and all of the related amendments (“new revenue standard”). We have applied the new revenue standard to all contracts as of the date of the initial adoption. The new revenue standard establishes five steps whereby a transaction is analyzed to determine if revenue has been earned and can be recognized. The adoption of the new revenue standard did not have any effect on our financial statements. The vast majority of our sales are made to order, for which orders we require a deposit of 50% of the value of the order. That amount is put in a customer deposit account until the entire order has been manufactured and shipped or the appropriate portion of the project is completed to meet scheduled deliveries, invoiced and shipped. At the ship date, the Company has no further obligations under that portion of the contract and the revenue from the sale is recognized.

A part of our customer base is made up of international customers. The table below allocates revenue between domestic and international customers. The following table presents Flexpoint Sensor Systems revenues disaggregated by region and product type:

Three months ended:   June 30,       June 30,
        2023           2022  
               
      Consumer Long-term         Consumer Long-term  
Segments     Products Contract Total       Products Contract Total
Domestic   $ 538 - 538     $ 3,166

 

-

 3,166
International     36,968 - 36,968       32,848 - 32,848
    $ 37,506 - 37,506     $ 36,015 - 36,015
                       
Components   $ 538 - 538     $ 35,615 - 35,615
Engineering Services     36,968 - 36,968       400 - 400
    $ 37,506 - 37,506     $ 36,015 - 36,015
                         
Six months ended:   June 30,       June 30,
        2023           2022  
               
      Consumer Long-term         Consumer Long-term  
Segments     Products Contract Total       Products Contract Total
Domestic`   $ 1,175 - 1,175     $ 13,404

 

-

 13,404
International     48,589 - 48,589       83,535 - 83,535
    $ 49,764 - 49,764     $ 96,939 - 96,939
                       
Components   $ 1,175 - 1,175     $ 83,846 - 83,846
Engineering Services     45,589 - 45,589       13,093 - 13,093
    $ 49,764 - 49,764     $ 96,939 - 96,939
                         

 
Basic and Diluted Loss per Share

Basic and Diluted Loss Per Share – Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period.  Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. At June 30, 2023 and 2022 there were outstanding common share equivalents (options and convertible notes payable) which amounted to 11,762,742 and 11,043,870 of common stock, respectively. These common share equivalents were not included in the computation of diluted earnings per share for the six-month periods ended June 30, 2023 and 2022 as their effect would have been anti-dilutive, thereby decreasing loss per common share.
Concentrations and Credit Risk

Concentrations and Credit Risk - The Company has a few major customers who represent a significant portion of revenue, accounts receivable and notes receivable. During the six-month period ended June 30, 2023, two customers represented 74% of sales and three customers represented 98% of accounts receivable. The Company has a strong ongoing relationship with these customers with scheduled delivery extending through the year and does not believe this concentration poses a significant risk, as their products are based entirely on the Company’s technologies.
Income Taxes

Income Taxes - The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards Board Accounting Codification (ASC) 740: Income Taxes. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets will be reflected on the balance sheet when it is determined that it is more likely than not that the asset will be realized
Recent Accounting Pronouncements

Recent Accounting Pronouncements–On August 20, 2020 the FASB released ASU 2020-06 “Simplified Convertible Instrument Framework”. This pronouncement simplifies the convertible debt accounting framework, eliminating, among other things, the beneficial conversion feature model. The adoption date of this pronouncement is for fiscal years beginning after December 15, 2023, but allows for earlier adoption for fiscal years beginning after December 31, 2020. The Company has elected to adopt this accounting treatment effective January 1, 2021. Its adoption will have a beneficial effect on its financial statements in those instances when the conversion rate set by convertible notes is below the market price on the date the convertible note is issued, as no beneficial conversion expense will be recorded.

The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its consolidated results of operation, financial position and cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 6 Months Ended
Jun. 30, 2023
Accounting Policies [Abstract]  
Schedule of disaggregated revenues The following table presents Flexpoint Sensor Systems revenues disaggregated by region and product type:
Three months ended:   June 30,       June 30,
        2023           2022  
               
      Consumer Long-term         Consumer Long-term  
Segments     Products Contract Total       Products Contract Total
Domestic   $ 538 - 538     $ 3,166

 

-

 3,166
International     36,968 - 36,968       32,848 - 32,848
    $ 37,506 - 37,506     $ 36,015 - 36,015
                       
Components   $ 538 - 538     $ 35,615 - 35,615
Engineering Services     36,968 - 36,968       400 - 400
    $ 37,506 - 37,506     $ 36,015 - 36,015
                         
Six months ended:   June 30,       June 30,
        2023           2022  
               
      Consumer Long-term         Consumer Long-term  
Segments     Products Contract Total       Products Contract Total
Domestic`   $ 1,175 - 1,175     $ 13,404

 

-

 13,404
International     48,589 - 48,589       83,535 - 83,535
    $ 49,764 - 49,764     $ 96,939 - 96,939
                       
Components   $ 1,175 - 1,175     $ 83,846 - 83,846
Engineering Services     45,589 - 45,589       13,093 - 13,093
    $ 49,764 - 49,764     $ 96,939 - 96,939
                         

 
v3.23.2
STOCK OPTION PLANS (Tables)
 6 Months Ended
Jun. 30, 2023
Stock Option Plans [Abstract]  
Schedule of stock option activity A summary of all employee options outstanding and exercisable under the plan as of June 30, 2023 is set forth below:
Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value
         
Outstanding at the beginning of period 1,900,000 $                 0.05 2.65 $               --
   Granted                      --                              --                    --                  --
   Expired                      --                              --                    --                  --
   Forfeited --                              --                    --                  --
Outstanding at the end of Period        1,900,000 $                  0.05 2.15 $               --
Exercisable at the end of Period 1,900,000 $                  0.05 2.15 $               -- 
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)
 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]      
Percentage of deposit 50.00%    
Allowance account $ 103,777   $ 103,777
Sale of deposit 50.00%    
Outstanding common share 11,762,742 11,043,870  
Minimum [Member]      
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]      
Property and equipment, useful lives 3 years    
Intangible assets, useful lives 5 years    
Maximum [Member]      
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]      
Property and equipment, useful lives 10 years    
Intangible assets, useful lives 15 years    
Customer Three [Member]      
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]      
Risk percentage 98.00%    
Sales [Member] | Customer Three [Member]      
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items]      
Risk percentage 74.00%    
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of disaggregated revenues - USD ($)
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Revenue, Major Customer [Line Items]        
Revenue $ 37,506 $ 36,015 $ 49,764 $ 96,939
Domestic [Member]        
Revenue, Major Customer [Line Items]        
Revenue 538 3,166 1,175 13,404
International [Member]        
Revenue, Major Customer [Line Items]        
Revenue 36,968 32,848 48,589 83,535
Components [Member]        
Revenue, Major Customer [Line Items]        
Revenue 538 35,615 1,175 83,846
Engineering Services [Member]        
Revenue, Major Customer [Line Items]        
Revenue 36,968 400 45,589 13,093
Consumer Products [Member]        
Revenue, Major Customer [Line Items]        
Revenue 37,506 36,015 49,764 96,939
Consumer Products [Member] | Domestic [Member]        
Revenue, Major Customer [Line Items]        
Revenue 538 3,166 1,175 13,404
Consumer Products [Member] | International [Member]        
Revenue, Major Customer [Line Items]        
Revenue 36,968 32,848 48,589 83,535
Consumer Products [Member] | Components [Member]        
Revenue, Major Customer [Line Items]        
Revenue 538 35,615 1,175 83,846
Consumer Products [Member] | Engineering Services [Member]        
Revenue, Major Customer [Line Items]        
Revenue 36,968 400 45,589 13,093
Long-term Contract [Member]        
Revenue, Major Customer [Line Items]        
Revenue
Long-term Contract [Member] | Domestic [Member]        
Revenue, Major Customer [Line Items]        
Revenue
Long-term Contract [Member] | International [Member]        
Revenue, Major Customer [Line Items]        
Revenue
Long-term Contract [Member] | Components [Member]        
Revenue, Major Customer [Line Items]        
Revenue
Long-term Contract [Member] | Engineering Services [Member]        
Revenue, Major Customer [Line Items]        
Revenue
v3.23.2
GOING CONCERN (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Going Concern [Abstract]    
Accumulated deficit $ (31,306,148) $ (30,887,207)
v3.23.2
NOTES PAYABLE (Details) - USD ($)
 1 Months Ended 6 Months Ended
Aug. 31, 2020
Jun. 30, 2023
Jun. 30, 2022
NOTES PAYABLE (Details) [Line Items]      
Notes payable amount   $ 225,000  
Accrued unpaid interest   62,032  
Loan from related party   $ 6,000
Loan repaid $ 50,000    
Non-interest bearing and due on demand   10,000  
Working Capital Loan One [Member]      
NOTES PAYABLE (Details) [Line Items]      
Notes payable amount   $ 25,000  
Note Payable [Member]      
NOTES PAYABLE (Details) [Line Items]      
Bear interest rate   10.00%  
Unsecured Debt [Member]      
NOTES PAYABLE (Details) [Line Items]      
Notes payable amount   $ 976,391  
Shareholders [Member]      
NOTES PAYABLE (Details) [Line Items]      
Non-interest bearing and due on demand   $ 15,000  
Shareholders [Member] | Operating Expenses Loan One [Member]      
NOTES PAYABLE (Details) [Line Items]      
Loan from related party 5,000    
Shareholders [Member] | Operating Expenses Loan [Member]      
NOTES PAYABLE (Details) [Line Items]      
Loan from related party 50,000    
Shareholders [Member] | Operating Expenses Loan Total [Member]      
NOTES PAYABLE (Details) [Line Items]      
Loan from related party $ 55,000    
v3.23.2
CONVERTIBLE NOTES PAYABLE (Details) - USD ($)
 6 Months Ended
Jun. 30, 2023
Aug. 08, 2011
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]    
Convertible notes payable, principal amount outstanding $ 180,000  
Convertible Debt [Member]    
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]    
Convertible notes payable, principal amount outstanding $ 140,000  
Debt instrument, interest rate 10.00%  
Debt instrument, default rate 15.00%  
Convertible Notes Payable to Related Party [Member] | Director [Member]    
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]    
Debt instrument, interest rate 8.00%  
Debt instrument, default rate 12.00%  
Convertible Notes Payable to Related Party [Member] | One Director [Member]    
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]    
Convertible notes payable, principal amount outstanding $ 164,257  
Convertible Notes Payable to Related Party [Member] | Two Director [Member]    
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]    
Convertible notes payable, principal amount outstanding 54,257  
Convertible Common Stock [Member]    
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]    
Convertible into shares of common stock $ 100,000  
Debt instrument, conversion price (in Dollars per share) $ 0.05  
Convertible Notes Payable [Member]    
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]    
Convertible into shares of common stock $ 40,000  
Debt instrument, conversion price (in Dollars per share) $ 0.07  
Debt instrument, maturity date Dec. 31, 2015  
Convertible Notes Payable [Member] | Director [Member]    
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]    
Debt instrument, interest rate 10.00%  
Debt instrument, conversion price (in Dollars per share)   $ 0.2
Convertible notes payable, balance   $ 40,000
Accrued interest $ 160,537  
Restricted Stock [Member] | Convertible Notes Payable to Related Party [Member]    
CONVERTIBLE NOTES PAYABLE (Details) [Line Items]    
Debt instrument, conversion price (in Dollars per share) $ 0.07  
Convertible notes payable, balance $ 114,513  
Debt instrument, maturity date Jun. 30, 2023  
Accrued interest $ 93,375  
Conversion debt amount $ 104,000  
Convertible notes payable, rest balance conversion price (in Dollars per share) $ 0.06  
v3.23.2
STOCK OPTION PLANS (Details) - USD ($)
 1 Months Ended 6 Months Ended 12 Months Ended
Aug. 24, 2015
Dec. 31, 2005
Dec. 30, 2020
Aug. 25, 2019
Aug. 25, 2015
Aug. 25, 2005
Jun. 30, 2023
Dec. 31, 2020
Dec. 31, 2021
STOCK OPTION PLANS (Details) [Line Items]                  
Premium percent             10.00%    
Issued of options for expire of common shares 225,000                
Options granted during period       3,096,000          
Exercise price of stock options granted, minimum (in Dollars per share)       $ 0.15          
Exercise price of stock options granted, maximum (in Dollars per share)       $ 2.07          
Option expiration period       10 years          
Stock-based compensation expense (in Dollars)   $ 2,451,971              
Unrecognized compensation cost related to employee stock options (in Dollars)                 $ 0
Options outstanding             1,900,000    
2005 Stock Incentive Plan [Member]                  
STOCK OPTION PLANS (Details) [Line Items]                  
Effective term         10 years        
Shares authorized             2,500,000    
Employee Stock Options [Member]                  
STOCK OPTION PLANS (Details) [Line Items]                  
Options outstanding             1,900,000    
Stock Options [Member]                  
STOCK OPTION PLANS (Details) [Line Items]                  
Option price reduced (in Dollars per share)     $ 0.05            
Stock-based compensation expense (in Dollars)     $ 8,203         $ 8,203  
Stock Options [Member] | 2005 Stock Incentive Plan [Member]                  
STOCK OPTION PLANS (Details) [Line Items]                  
Issuance of options for purchase of common shares 2,185,000                
Option vesting period 2 years                
Options granted during period           3,096,000      
Exercise price of stock options granted, minimum (in Dollars per share)           $ 0.15      
Exercise price of stock options granted, maximum (in Dollars per share)           $ 2.07      
Option expiration period           10 years      
Stock Options [Member] | Exercise Price Range One [Member] | 2005 Stock Incentive Plan [Member]                  
STOCK OPTION PLANS (Details) [Line Items]                  
Issuance of options for purchase of common shares 640,000                
Exercise price of stock options granted (in Dollars per share) $ 0.14                
Stock Options [Member] | Exercise Price Range Two [Member] | 2005 Stock Incentive Plan [Member]                  
STOCK OPTION PLANS (Details) [Line Items]                  
Issuance of options for purchase of common shares 500,000                
Exercise price of stock options granted (in Dollars per share) $ 0.15                
Stock Options [Member] | Exercise Price Range Three [Member] | 2005 Stock Incentive Plan [Member]                  
STOCK OPTION PLANS (Details) [Line Items]                  
Issuance of options for purchase of common shares 995,000                
Exercise price of stock options granted (in Dollars per share) $ 0.2                
Stock Options [Member] | Exercise Price Range Four [Member] | 2005 Stock Incentive Plan [Member]                  
STOCK OPTION PLANS (Details) [Line Items]                  
Issuance of options for purchase of common shares 50,000                
Exercise price of stock options granted (in Dollars per share) $ 0.25                
Stock Options [Member] | Director [Member] | 2005 Stock Incentive Plan [Member]                  
STOCK OPTION PLANS (Details) [Line Items]                  
Issuance of options for purchase of common shares 1,960,000                
v3.23.2
STOCK OPTION PLANS (Details) - Schedule of stock option activity
 6 Months Ended
Jun. 30, 2023
USD ($)
$ / shares
shares
Schedule of Stock Option Activity [Abstract]  
Shares Outstanding at the beginning of period | shares 1,900,000
Weighted Average Exercise Price Outstanding at the beginning of period | $ / shares $ 0.05
Weighted Average Remaining Contractual Life (Years) Outstanding at the beginning of period 2 years 7 months 24 days
Aggregate Intrinsic Value Outstanding at the beginning of period | $
Shares Granted | shares
Weighted Average Exercise Price Granted | $ / shares
Weighted Average Remaining Contractual Life (Years) Granted
Aggregate Intrinsic Value Granted | $
Shares Expired | shares
Weighted Average Exercise Price Expired | $ / shares
Weighted Average Remaining Contractual Life (Years) Expired
Aggregate Intrinsic Value Expired | $
Shares Forfeited | shares
Weighted Average Exercise Price Forfeited | $ / shares
Weighted Average Remaining Contractual Life (Years) Forfeited
Aggregate Intrinsic Value Forfeited | $
Shares Outstanding at the end of Period | shares 1,900,000
Weighted Average Exercise Price Outstanding at the end of Period | $ / shares $ 0.05
Weighted Average Remaining Contractual Life (Years) Outstanding at the end of Period 2 years 1 month 24 days
Aggregate Intrinsic Value Outstanding at the end of Period | $
Shares Exercisable at the end of Period | shares 1,900,000
Weighted Average Exercise Price Exercisable at the end of Period | $ / shares $ 0.05
Weighted Average Remaining Contractual Life (Years) Exercisable at the end of Period 2 years 1 month 24 days
Aggregate Intrinsic Value Exercisable at the end of Period | $
v3.23.2
CAPITAL STOCK (Details) - USD ($)
 12 Months Ended
Dec. 31, 2022
Jun. 30, 2023
Capital Stock [Abstract]    
Preferred stock, shares authorized 1,000,000 1,000,000
Preferred stock, par value (in Dollars per share) $ 0.001 $ 0.001
Preferred stock, shares outstanding
Preferred stock, shares issued
Common stock, shares authorized 200,000,000 200,000,000
Common stock, par value (in Dollars per share) $ 0.001 $ 0.001
Common stock, shares outstanding 125,557,174 125,557,174
Common stock, shares issued 125,557,174 125,557,174
Restricted common stock, shares issued 11,160,932  
Convertible notes note payable (in Dollars) $ 445,000  
Convertible notes accrued interest (in Dollars) $ 103,047  
v3.23.2
COMMITMENTS AND CONTINGENCIES (Details)
 6 Months Ended
Sep. 01, 2022
USD ($)
Jun. 30, 2023
USD ($)
m²
Commitments and Contingencies [Abstract]    
Area of office and manufacturing space | ft² (in Square Meters) | m²   8,029
Original lease   $ 6,787
New lease of monthly rate $ 6,657  
Lease expiration date   Aug. 31, 2023
v3.23.2
RELATED PARTY TRANSACTIONS (Details) - Chief Executive Officer [Member] - USD ($)
 6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
RELATED PARTY TRANSACTIONS (Details) [Line Items]    
Payable amount $ 57,960 $ 43,713
Operating expenses $ 11,748  
v3.23.2
SUBSEQUENT EVENTS (Details) - USD ($)
 3 Months Ended
Mar. 31, 2023
Jul. 31, 2023
SUBSEQUENT EVENTS (Details) [Line Items]    
Rate per annum 10.00%  
Forecast [Member]    
SUBSEQUENT EVENTS (Details) [Line Items]    
Received additional amount   $ 25,000
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