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




OVERVIEW



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



In December 2019, a novel strain of coronavirus disease ("COVID-19") was first
reported in Wuhan, China. Less than four months later, on March 11, 2020, the
World Health Organization declared COVID-19 a pandemic. Disruptions to the
economy, the supply chain and the labor force caused by the pandemic and
government policies adopted to address the pandemic continue to have an effect
on our business and the business of our suppliers and customers. For example,
despite progress in our efforts to place Nano Magic products in big box retail
and secured several national big box retail placements, these customers are also
suffering from supply chain disruptions and their focus on their core business
is delaying roll-out of some of our solutions. The Company experienced margin
erosion as a result of government orders issued in response to the COVID-19
pandemic. Contributing factors included but were not limited to higher raw
material prices, longer lead-times, and production delays.



Effective May 31, 2022, we sold a 70% interest in our subsidiary, Applied
Nanotech, Inc. ("ANI"). The contract research services performed by ANI for
governmental and private customers was previously reported as our Contract
research segment. As a result of this sale, the Company has deconsolidated ANI
from its financial reporting, and we will report as only one segment. We retain
a 30% interest in ANI that is now recorded as an equity investment.



RESULTS OF OPERATIONS



The following comparative analysis on results of operations was based primarily
on the comparative consolidated financial statements, footnotes and related
information for the periods identified below and should be read in conjunction
with the consolidated financial statements and the notes to those statements
that are included elsewhere in this report. The results discussed below are for
the years ended December 31, 2022 and 2021.



Comparison of Results of Operations for the Year Ended December 31, 2022 and 2021





Revenues



For the years ended December 31, 2022 and 2021, revenues were $2,577,332 and
$4,313,443, respectively. For the year ended December 31, 2022, sales decreased
by $1,736,111, or 40%, as compared to the year ended December 31, 2021. This
decrease is primarily driven by a reduction in high anti-fog product shipments
during COVID, in particular high demand in the first half of 2021. Sales of
private label and co-branded products to optical and industrial customers remain
significant. We continue to focus to increase sales of our Nano Magic branded
solutions by direct sales to consumers using e-commerce, and are expanding by
placing products with pharmacies, big box stores and other retailer outlets.
Revenue opportunities from those solutions has been delayed by the logistics and
other supply chain issues those customers have been facing in their business.



Cost of revenues



Cost of revenues includes inventory costs, materials and supplies costs,
internal labor and related benefits, subcontractor costs, depreciation, overhead
and shipping and handling costs incurred including costs related to government
and private contracts in our Contract services segment.



For the year ended December 31, 2022, cost of revenues was $2,481,110 as
compared to $2,651,325 for 2021, a decrease of $170,215 or 6%. Costs remained
relatively high compared to the revenue decrease due primarily to fixed costs,
increased energy costs and inflation.



17







Gross profit and gross margin



For the year ended December 31, 2022, gross profit amounted to $96,222 as
compared to $1,662,118 for the year ended December 31, 2021, a decrease of
$1,565,896, or 94%. The decrease was due primarily to the sales decrease, a
higher proportion of sales through lower-margin channels, and fixed production
expenses. For the years ended December 31, 2022 and 2021, gross margins were
3.7% and 38.5%, respectively.



Other operating income


For the year ended December 31, 2022, other operating income totaled $95,701 as compared to $632,069 for the year ended December 31, 2021, a decrease of $536,368, or 85%. The decrease was due primarily due to the completion of payments under a settlement agreement.





Operating expenses



For the year ended December 31, 2022, operating expenses decreased by $377,258,
or 10% as compared to the year ended December 31, 2021. For the years ended
December 31, 2022 and 2021, respectively, operating expenses consisted of the
following:



                                         Year Ended December 31,
                                           2022            2021

Selling and marketing expenses $ 389,391 $ 161,194 Salaries, wages and related benefits 1,520,970 2,244,832 Research and development

                     16,777          34,875
Professional fees                           788,641         707,938

General and administrative expenses 829,841 774,039 Total

$  3,545,620     $ 3,922,878

? For the year ended December 31, 2022, selling and marketing expenses increased

by $228,197, or 142%, as compared to the year ended December 31, 2021. The

increase was primarily attributable to attendance at trade shows and brand

marketing activities designed to increase sales channels and market

penetration.

? For the year ended December 31, 2022, salaries, wages and related benefits

decreased by $723,862 or 32%, as compared to the year ended December 31, 2021.

This was due to the need for fewer personnel due to lower sales and to

cost-cutting efforts.

? For the year ended December 31, 2022, research and development costs decreased

by $18,098, or 52%, as compared to the year ended December 31, 2021, driven by

a reduction in R&D projects.

? For the year ended December 31, 2022, professional fees increased by $80,703,

or 11%, as compared to the year ended December 31, 2021, primarily driven by

increased third-party legal fees and the assistance of sales consultants.

? For the year ended December 31, 2022, general and administrative expenses

increased by $55,802, or 7%, as compared to the year ended December 31, 2021


    primarily due to general rate increases and inflation.




Loss from operations



As a result of the factors described above, for the year ended December 31,
2022, loss from operations amounted to $3,353,697 as compared to a loss from
operations of $1,628,691 for the year ended December 31, 2021, an increase

of
$1,725,006 or 106%.



Other income



For the year ended December 31, 2022, total other income amounted to $102,583 as
compared to other income of $113,173 for the year ended December 31, 2021, a
decrease of $10,590 or 9%. The change is primarily due to a government grant for
employee-retention tax credits recognized in 2022 as well income from investment
in subsidiary of $57,289, offset by an increase in interest expense for the year
ended December 31, 2022 as compared to the same period in 2021, and a loan
forgiveness of $130,900 in 2021 that did not reoccur in 2022.



Loss from continuing operations





For the year ended December 31, 2022, loss from continuing operations amounted
to $3,251,114 as compared to a loss from continuing operations of $1,515,518 for
the year ended December 31, 2021, an increase of $1,735,596 or 115%.



18






Income (loss) from discontinued operations





For the year ended December 31, 2022, income from discontinued operations was
$1,149,525, comprised of $1,300 income plus a gain on sale of discontinued
operations of $1,148,225, as compared to a loss from discontinued operations of
$59,046 for the year ended December 31, 2021.



Net loss


As a result of the foregoing, for the year ended December 31, 2022 our net loss amounted to $2,101,589 as compared to a net loss of $1,574,564 for the year ended December 31, 2021, an increase in losses of $527,025 or 33%.


For the years ended December 31, 2022 and 2021, net losses from continuing
operations amounted to $0.32 and $0.16 per common share (basic and diluted),
respectively. For the years ended December 31, 2022 and 2021, net income and
(loss) for discontinued operations amounted to $0.11 and $(0.01) per common
share (basic and diluted), respectively.



LIQUIDITY AND CAPITAL RESOURCES





Liquidity is the ability of an enterprise to generate adequate amounts of cash
to meet its needs for cash requirements. We had a working capital balance of
$524,389 and unrestricted cash of $259,223 as of December 31, 2022.



The following table sets forth a summary of changes in our working capital from continuing operations for the period from December 31, 2022 to December 31, 2021:





                             December 31, 2022       December 31, 2021       Dollar Change       Percentage Change
Working capital:
Total current assets        $         1,900,858     $         2,082,293     $      (181,435 )                 (8.71 )%
Total current liabilities             1,376,469                 577,769             798,700                  138.24 %
Working capital:            $           524,389     $         1,504,524     $      (980,135 )                (65.15 )%



The decrease in current assets reflects decreases in accounts receivable, prepaids, and inventory balances, offset by an increase in cash. The increase in current liabilities is primarily due to increases in accounts payable and accrued expenses.





Net cash used by operating activities was $1,708,365 for the year ended December
31, 2022 as compared to net cash used by operating activities of $1,377,056 for
the year ended December 31, 2021, an increase of $331,309, or 24%. Net cash used
by operating activities reflects a net loss of $3,251,114, partially offset by
the add-back of non-cash items totaling $555,827 and changes in operating assets
and liabilities of $1,059,167. Net cash used by continuing operations for the
years ended December 31, 2022 and 2021 totaled $1,636,120 and $1,282,553,
respectively. Net cash used by discontinued operations for the years ended
December 31, 2022 and 2021 totaled $72,245 and $94,503, respectively.



We have worked over the last several quarters to reduce our costs and conserve
cash. Our common stock suffered an extended period with no market makers and the
caveat emptor designation on the OTC market, that made it increasingly difficult
to raise additional capital. Since early March 2023, we have had market makers
for our stock, and are working to remove the caveat emptor warning on our
shares. We expect to need additional capital in the next quarter.



Net cash provided by investing activities was $20,090 for the year ended December 31, 2022 as compared to net cash used in investing activities of $127,257 for the year ended December 31, 2021.

Net cash provided by financing activities was $1,705,024 for the year ended December 31, 2022 as compared to $1,458,653 for the year ended December 31, 2021. The increase was primarily attributed to proceeds from the issuance of convertible debt in 2022.





CRITICAL ACCOUNTING POLICIES



Our critical accounting policies are included in Note 2 - Significant Accounting Policies of our consolidated financial statements included within this Report.

RECENT ACCOUNTING PRONOUNCEMENTS

Recently issued accounting standards are included in Note 2 - Significant Accounting Policies of our consolidated financial statements included within this Report.

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