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



OVERVIEW



Nano Magic develops, commercializes and markets consumer and industrial products
powered by nanotechnology that solve everyday problems for customers in the
optical, transportation, military, sports and safety industries. Our primary
business is the formulation, marketing and sale of products powered by
nanotechnology including the ULTRA CLARITY brand eyeglass cleaner, our defogging
products and nanocoating products for glass and ceramics. We have historically
sold our consumer products directly to opticians and ophthalmologists and small
optical retailers and we will continue to do so, even as we are now working to
expand our consumer sales by sales to big box retailers and e-commerce. We also
develop and sell printable inks and pastes, thermal management materials, and
graphene foils and windows. Our Innovation and Technology Center conducts
development services for us and for government and private customers.



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. Restrictions imposed by
Federal, state and local governments during the pandemic affected operations of
our business and those of our vendors and customers as well as logistics for
shipping and receiving supplies and shipping our products.



As the pandemic has continued, lead times are significantly extended and costs
of raw materials and logistics are up significantly. The increased use of face
masks and other personal protective equipment as a result of the pandemic
created additional demand for our antifog product in 2020 and the first half of
2021. The increased demand caused a number of new participants to start selling
antifog product that hurt our sales. As mask mandates have ended, we have seen
demand fall off. All of this is reflected in our results for the period ended
March 31, 2022. We continue to see progress in our efforts to place Nano Magic
products in big box retail and secured several national big box retail
placements. However, 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.



Our principal operating segments coincide with our different business activities
and types of products sold. This is consistent with our internal reporting
structure. Our two reportable segments for the three months ended March 31, 2022
were (i) the Product Segment and (ii) the Contract services Segment. For the
three months ended March 31, 2021, the Company operated the same two segments.



RESULTS OF OPERATIONS



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



4





Comparison of Results of Operations for the Three Months ended March 31, 2022 and 2021





Revenues:



For the three months ended March 31, 2022 and 2021, revenues consisted of the
following:



                                          Three Months Ended
                                               March 31,
                                         2022           2021
Sales:
Product segment                        $ 605,862     $ 2,182,446
Contract services segment                 80,396         128,729

Total segment and consolidated sales $ 686,258 $ 2,311,175

For the three months ended March 31, 2022, sales from the Product segment decreased by $1,576,584 or 72% due to reduced demand for our anti-fog products.

For the three months ended March 31, 2022, sales from the Contract services segment decreased by $48,333 or 38% as compared to the three months ended March 31, 2021 primarily due to lack of new research contracts.





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 and costs related to government and
private research contracts in our Contract services segment.



For the three months ended March 31, 2022, cost of revenues decreased by $616,560 or 48% as compared to the three months ended March 31, 2021.





                                                     Three Months Ended
                                                          March 31,
                                                    2022           2021
Cost of revenues:
Product segment                                   $ 557,390     $ 1,130,776
Contract services segment                           109,256         152,430

Total segment and consolidated cost of revenues   $ 666,646     $ 1,283,206

Gross profit and gross margin

Gross profit and gross margin by segment are as follows:





                                       Three Months Ended March 31,
Gross Profit                   2022           %            2021            %
Product Segment             $  48,472         8.0 %    $ 1,051,670        48.2 %
Contract services segment   $ (28,860 )     (35.9 )%       (23,701 )     (18.4 )%
Total gross profit          $  19,612         2.9 %    $ 1,027,969        44.5 %



* Gross margin % based on respective segments revenues.





For the three months ended March 31, 2022, as compared to the comparable 2021
period, the margin in the Product segment decreased by $1,003,198 due to reduced
volume, particularly of anti-fog products. The margin for the Contract research
segment for the three months ended March 31, 2022 as compared to the three
months ended March 31, 2021 decreased by $5,159 primarily due to completion of
government contracts without new or renewal research contracts.



5






Operating income and expenses



For the three months ended March 31, 2021, other operating income was $336,017.
There was no other operating income for the three months ended March 31, 2022.
The decrease reflected income from a settlement agreement in 2021 that has

not
continued in 2022.


For the three months ended March 31, 2022, operating expenses increased by $103,397 or 10% compared to the three months ended March 31, 2021. For the three months ended March 31, 2022 and 2021, operating expenses consisted of the following:





                                          Three Months Ended
                                               March 31,
                                          2022           2021

Selling and marketing expenses $ 79,529 $ 30,588 Salaries, wages and related benefits 469,111 574,139 Research and development

                     7,489         1,876
Professional fees                          253,979       192,641

General and administrative expenses 264,245 188,938 Total

$ 1,074,353     $ 988,182

? For the three months ended March 31, 2022, selling and marketing expenses

increased by $48,941 or 160% as compared to the three months ended March 31,

2021, due to an increase in advertising and expenses for trade shows that have

resumed post-pandemic.

? For the three months ended March 31, 2022, salaries, wages and related benefits

decreased by $105,028 or 18%, as compared to the three months ended March 31,

2021. This was primarily attributable to bonus payments made in 2021 that were

not made in 2022.

? For the three months ended March 31, 2022, research and development costs

increased by $5,613 or 299%, as compared to the three months ended March 31,

2021, due to ongoing product development efforts as we work to expand our

product line.

? For the three months ended March 31, 2022, professional fees increased by

$61,338 or 32%, as compared to the three months ended March 31, 2021 due to an

increase in the Company's legal and professional expenses.

? For the three months ended March 31, 2022, general and administrative expenses

increased by $75,307 or 40% as compared to the three months ended March 31,


  2021, reflecting increased support for the larger business operation.




Loss (income) from operations



As a result of the factors described above, for the three months ended March 31,
2022, loss from operations amounted to $1,053,480 as compared to income from
operations of $375,804 for the three months ended March 31, 2021, a decrease of
$1,429,284 or 380%.


Other non-operating expense (income)





For the three months ended March 31, 2022, other expense was $8,911 as compared
to $5,407 for the three months ended March 31, 2021, an increase of $3,504 or
65% due to increased interest expense.



6






Net loss (income)



For the three months ended March 31, 2022, net loss amounted to $(1,063,652), as
compared to net income of $370,397 for the three months ended March 31, 2021.
For the three-month period the decrease was $1,424,519 or 385%



For the three months ended March 31, 2022 and March 31, 2021, net income (loss) amounted to $(0.11) per common share (basic and diluted), and $0.04, 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 working capital of $903,843 and
$303,374 of unrestricted cash as of March 31, 2022 and working capital of
$1,003,127 and $242,474 of unrestricted cash as of December 31, 2021.



The following table sets forth a summary of changes in our working capital from December 31, 2021 to March 31, 2022:





                                                                              December 31, 2021 to
                                                                                 March 31, 2022
                                                                           Change in
                                                        December 31,        Working         Percentage
                                    March 31, 2022          2021            Capital           Change
Working capital:
Total current assets               $      2,038,668     $  2,156,666     $    (117,998 )          (5.47 )%
Total current liabilities                 1,134,825        1,153,539       

   (18,714 )          (1.62 )%
Working capital:                   $        903,843     $  1,003,127     $     (99,284 )          (9.90 )%




Net cash used by operating activities was $(752,515) for the three months ended
March 31, 2022 as compared to net cash provided by operating activities was
$291,031 for the three months ended March 31, 2021, a net change of $1,043,546
or 359%. Net cash used by operating activities for the three months ended March
31, 2022 was primarily due to a net loss of $1,063,652 adjusted for add-backs of
$153,988 and changes in operating assets and liabilities of $157,149.



Net cash flow used in investing activities was $(4,910) for the three months ended March 31, 2022 and $(22,962) for the three months ended March 31, 2021.

Net cash provided by financing activities was $818,325 for the three months ended March 31, 2022 reflecting $875,000 in proceeds from sales of convertible notes, common stock and warrants, offset by repayments, as compared to $1,558,650 for the same period in 2021.

Future Liquidity and Capital Needs.





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



Equipment Financing and Loans



On February 10, 2015, Nano Magic entered a $373,000 promissory note (the
"Equipment Note") with KeyBank, N.A. (the "Bank"). The unpaid principal balance
of this Equipment Note is payable in 60 equal monthly instalments payments of
principal and interest through June 10, 2020. The Equipment Note is secured by
certain equipment, as defined in the Equipment Note, and bears interest computed
at a rate of interest of 4.35% per annum based on a year of 360 days. At March
31, 2022, the amount due under the Equipment Note amounted to $30,114.



7






On June 18, 2019, Nano Magic entered into an Amendment to the Equipment Note
with the Bank. By the amendment, the maturity date of the note was extended
until April 10, 2022, the interest rate was raised to 6.29% per year, and the
monthly payments were reduced to $4,053 per month, including interest. See Note
9, Subsequent Events, regarding a further amendment of the Equipment Note.

Off-Balance Sheet Arrangements





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

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