Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 23, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | DAIS CORPORATION | |
Entity Central Index Key | 0001125699 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Mar. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 9,415,425 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-53554 | |
Entity Incorporation State Country Code | NY | |
Entity Tax Identification Number | 14-1760865 | |
Entity Interactive Data Current | Yes | |
Entity Address Address Line 1 | 11552 Prosperous Drive | |
Entity Address City Or Town | Odessa | |
Entity Address State Or Province | FL | |
Entity Address Postal Zip Code | 33556 | |
City Area Code | 727 | |
Local Phone Number | 375-8484 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 80,632 | $ 773,423 |
Accounts receivable, net | 22,837 | 51,917 |
Inventory | 115,274 | 72,067 |
Prepaid expenses | 87,335 | 32,637 |
Total Current Assets | 306,078 | 930,044 |
Property and equipment, net | 37,937 | 13,353 |
OTHER ASSETS: | ||
Deposits | 4,780 | 4,780 |
Patents, net | 156,142 | 152,924 |
Total Other Assets | 160,922 | 157,704 |
TOTAL ASSETS | 504,937 | 1,101,101 |
CURRENT LIABILITIES: | ||
Accounts payable, including related party payables of $259,226 and $282,729 at March 31, 2022 and December 31, 2021, respectively | 926,705 | 922,305 |
Accrued expenses, other, including interest due to related party of $2,148,541 and $2,153,723 at March 31, 2022 and December 31, 2021, respectively | 2,980,342 | 2,945,918 |
Accrued compensation and related benefits | 2,217,610 | 2,208,692 |
Customer deposits | 81,307 | 35,306 |
Advance payment received for convertible note | 15,000 | 15,000 |
Advance payment received for purchase of common stock | 30,000 | 30,000 |
Notes payable to related parties | 2,174,897 | 2,174,897 |
Current portion of deferred revenue | 286,156 | 298,656 |
Note payable - due within one year | 376,000 | 376,000 |
Convertible notes payable, net of unamortized discount and debt costs of $1,032,715 and $1,437,838, respectively | 599,285 | 194,162 |
Total Current Liabilities | 9,687,302 | 9,200,936 |
Notes payable - due after one year | 272,340 | 272,340 |
Total Liabilities | 9,959,642 | 9,473,276 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, undesignated; $0.01 par value; 7,990,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock; $0.01 par value; 1,100,000,000 shares authorized; 9,415,425 and 9,415,425 shares issued and 9,414,796 and 9,414,796 shares outstanding on March 31, 2022 and December 31, 2021, respectively | 94,154 | 94,154 |
Capital in excess of par value | 50,818,885 | 50,818,885 |
Accumulated deficit | (58,905,632) | (57,823,102) |
Total Stockholders Deficit Non controlling | (7,992,593) | (6,910,063) |
Treasury stock at cost, 629 shares at March 31, 2022 and December 31, 2021, respectively | (1,462,112) | (1,462,112) |
Total Stockholders Deficit | (9,454,705) | (8,372,175) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 504,937 | 1,101,101 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, undesignated; $0.01 par value; 7,990,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, undesignated; $0.01 par value; 7,990,000 shares authorized; no shares issued and outstanding | $ 0 | $ 0 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Common stock, shares par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 1,100,000,000 | 1,100,000,000 |
Common stock, shares issued | 9,415,425 | 9,415,425 |
Common stock, shares outstanding | 9,414,796 | 9,414,796 |
Treasury stock shares | 629 | 629 |
Related party payables included in accounts payable | $ 259,226 | $ 282,729 |
Note payable - due within one year, net of unamortized discount and debt costs | 1,032,715 | 1,437,838 |
Interest payable, related party included in accrued expenses | $ 2,148,541 | $ 2,153,723 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 10 | 10 |
Preferred stock, shares outstanding | 10 | 10 |
Preferred Stock Undesignated [Member] | ||
Preferred stock, shares par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 7,990,000 | 7,990,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock Series A [Member] | ||
Preferred stock, shares par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
REVENUE | ||
Sales | $ 43,195 | $ 62,809 |
Royalty and license fees | 12,500 | 12,500 |
Total Revenue | 55,695 | 75,309 |
COST OF GOODS SOLD | 52,440 | 37,860 |
GROSS MARGIN | 3,255 | 37,449 |
OPERATING EXPENSES | ||
Research and development, net of government grant proceeds of $0 and $31,080 for the three months ended March 31, 2022 and 2021, respectively | 64,873 | 13,517 |
Selling, general and administrative | 425,276 | 261,387 |
TOTAL OPERATING EXPENSES | 490,149 | 274,904 |
LOSS FROM OPERATIONS | (486,894) | (237,455) |
OTHER INCOME (EXPENSE) | ||
Interest expense | (595,636) | (200,852) |
Change in fair value of derivative | 0 | 2,181,367 |
TOTAL OTHER INCOME (EXPENSE), NET | (595,636) | 1,980,515 |
NET INCOME (LOSS) | $ (1,082,530) | $ 1,743,060 |
NET LOSS PER COMMON SHARE, BASIC | $ (0.12) | $ 6.27 |
NET LOSS PER COMMON SHARE, DILUTED | $ (0.12) | $ (0.02) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC | 9,414,796 | 278,128 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, DILUTED | 9,414,796 | 15,392,916 |
CONDENSED STATEMENT OF STOCKHOL
CONDENSED STATEMENT OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($) | Total | Preferred Stock | Common Stock | Capital in Excess of Par Value | Accumulated Deficit | Treasury Stock |
Balance, shares at Dec. 31, 2020 | 10 | 278,757 | ||||
Balance, amount at Dec. 31, 2020 | $ (12,456,727) | $ 0 | $ 2,788 | $ 45,976,600 | $ (56,974,063) | $ (1,462,112) |
Net income | 1,743,060 | $ 0 | $ 0 | 0 | 1,743,060 | 0 |
Balance, shares at Mar. 31, 2021 | 10 | 278,757 | ||||
Balance, amount at Mar. 31, 2021 | (10,713,667) | $ 0 | $ 2,788 | 45,976,660 | (55,231,003) | (1,462,112) |
Balance, shares at Dec. 31, 2021 | 10 | 9,415,425 | ||||
Balance, amount at Dec. 31, 2021 | (8,372,175) | $ 0 | $ 94,154 | 50,818,885 | (57,823,102) | (1,462,112) |
Net income | (1,082,530) | $ 0 | $ 0 | 0 | (1,082,530) | 0 |
Balance, shares at Mar. 31, 2022 | 10 | 9,415,425 | ||||
Balance, amount at Mar. 31, 2022 | $ (9,454,705) | $ 0 | $ 94,154 | $ 50,818,885 | $ (58,905,632) | $ (1,462,112) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (1,082,530) | $ 1,743,060 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 6,682 | 5,550 |
Change in fair value of derivative liability | 0 | (2,181,367) |
Non-cash interest expenses | 0 | 75,133 |
Amortization of debt discount and debt costs | 405,123 | 0 |
(Increase) decrease in: | ||
Accounts receivable | 29,080 | 502 |
Inventory | (43,207) | (5,302) |
Other receivables | 0 | (18,494) |
Prepaid expenses/Other assets | (54,698) | (6,710) |
Increase (decrease) in: | ||
Accounts payable | 4,400 | 43,253 |
Accrued expenses | 43,342 | 169,264 |
Customer deposits | 46,001 | 16,261 |
Deferred revenue | (12,500) | (12,500) |
Net cash used in operating activities | (658,307) | (171,350) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Increase in property and equipment | (26,435) | 0 |
Increase in patent costs | (8,049) | (6,812) |
Net cash used in investing activities | (34,484) | (6,812) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable - related parties | 0 | 49,297 |
Proceeds from note payable | 0 | 122,340 |
Repayment of note payable | 0 | (26,200) |
Net cash provided by financing activities | 0 | 145,437 |
Net decrease in cash | (692,791) | (32,725) |
Cash, beginning of period | 773,423 | 36,516 |
Cash, end of period | 80,632 | 3,791 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 154,398 | $ 0 |
Background Information
Background Information | 3 Months Ended |
Mar. 31, 2022 | |
Background Information | |
Note 1. Background Information | Note 1. Background Information Dais Corporation (“Dais”, “us,” “we,”, the “Company”), a New York corporation, is a nano-structured polymer technology materials company having developed and now commercializing products using its family of nanomaterial called Aqualyte. Aqualyte itself is the first product being commercialized. The second commercial product is called ConsERV, a fixed plate energy recovery ventilator which we believe is useful in meeting building indoor fresh air requirements while saving energy and lowering emissions for most forms of heating, ventilation, and air conditioning (HVAC) equipment. The Company was incorporated in April 1993 and its corporate headquarters is in Odessa, Florida. The Company is dependent on third parties to manufacture the key components needed for its nanostructured materials and some portion of the value-added products made with these materials. Accordingly, a suppliers’ failure to supply components in a timely manner, or to supply components that meet the Company’s quality, quantity and cost requirements or technical specifications, or the inability to obtain alternative sources of these components on a timely basis or on acceptable terms, would create delays in production of the Company’s products and/or increase its unit costs of production. Certain of the components or the processes of the Company’s suppliers are proprietary. If the Company was ever required to replace any of its suppliers, it should be able to obtain comparable components from alternative suppliers at comparable costs, but this would create a delay in production and may briefly affect the Company’s operations. Basis of Presentation The Company’s accompanying condensed financial statements are unaudited, but in the opinion of management reflect all adjustments necessary to fairly state the Company’s financial position, results of operations, stockholders’ deficit and cash flows as of and for the dates and periods presented. The financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. The unaudited financial statements and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted although the Company generally believes that the disclosures are adequate to ensure that the information presented is not misleading. The accompanying financial statements and notes should be read in conjunction with the audited financial statements and notes of the Company for the fiscal year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2022. The results of operations for the three-month period ended March 31, 2022 are not necessarily indicative of the results that may be expected for any future quarters or for the entire year ending December 31, 2022. |
Going Concern and Managements P
Going Concern and Managements Plans | 3 Months Ended |
Mar. 31, 2022 | |
Going Concern and Managements Plans | |
Note 2. Going Concern and Management's Plans | Note 2. Going Concern and Management’s Plans The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred significant losses since inception, incurred a loss of $1,082,530 for the three months ended March 31, 2022 and, as of March 31, 2022, the Company has an accumulated deficit of $58,905,632, total stockholders’ deficit of $9,454,705, negative working capital of $9,381,224 and cash of $80,632. The Company used $658,307 and $171,350 of cash in operations during the three months ended March 31, 2022 and 2021, respectively, which was funded primarily by proceeds from loans from related parties and equity financings. There is no assurance that any such financing will be available in the future. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company is currently pursuing the following sources of short and long-term working capital: The Company has selected targeted parties that it is actively working with who are interested in licensing, purchasing the rights to, or establishing a joint venture to commercialize applications of the Company’s technology; The Company continues to seek capital from certain strategic and/or government grant opportunities and related sources. These sources may, pursuant to any agreements that may be developed in conjunction with such funding, assist in the product definition and design, roll-out and channel penetration of products; and The Company is actively working with newer investors, private equity companies, purchase order financing parties, and seemingly increased its value and potential to attract new investors in the eyes of the Management team when the Company completed the exchange program of ‘debt to equity’ in the 2nd quarter of 2021 clearing out all convertible debt in exchange for equity at a fixed price at the end of the second quarter of 2021. Failure by us to timely procure additional financing or investment adequate to fund the ongoing operations, including planned product development initiatives and commercialization efforts, or experience a major supply chain disruption will have material adverse consequences on our financial condition, results of operations and cash flows as could any unfavorable terms. While we believe the Company’s prospects have improved for funding, there are no assurances we will be able to obtain the financing and planned product development commercialization. The Company may fail to reach an accord with the Senior Secured Note Holder who has deep rights with the assets of the Company pledged as security for repayment of the Note. Accordingly, we may not have the ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Note 3. Significant Accounting Policies | Note 3. Significant Accounting Policies The significant accounting policies followed are: Use of estimates - Significant estimates underlying the Company’s reported financial position and results of operations include the allowance for doubtful accounts, fair value of stock-based compensation, fair value of derivative liabilities, valuation allowance on deferred taxes and the warranty reserve. Revenue recognition - In certain instances, the Company’s ConsERV system product may carry a limited warranty of up to one year for all parts contained therein except for the energy recovery ventilator core produced and sold by the Company. The distributor of the ConsERV system may carry a limited warranty of up to ten years. The limited warranty includes replacement of defective parts for the ConsERV system and includes workmanship and material failure for the ConsERV core. The Company recorded an accrual of $91,531 for future warranty expenses at March 31, 2022, and December 31, 2021, which is included in accrued expenses, other. Royalty revenue is recognized as earned. The Company recognized royalty revenue of $0 for the three months ended March 31, 2022 and 2021, respectively. Revenue derived from the sale of licenses is deferred and recognized as license fee revenue on a straight-line basis over the life of the license, or until the license arrangement is terminated. The Company recognized license fee revenue of $12,500 and $12,500 for the three months ended March 31, 2022 and 2021, respectively. The Company accounts for revenue arrangements with multiple elements under the provisions of ASC Topic 605-25, “Revenue Recognition-Multiple-Element Arrangements.” To account for these agreements, the Company must identify the deliverables included within the agreement and evaluate which deliverables represent separate units of accounting based on if certain criteria are met, including whether the delivered element has stand-alone value to the licensee. The consideration received is allocated among the separate units of accounting, and the applicable revenue recognition criteria are applied to each of the separate units. In December 2017, the Company and Zhejiang MENRED Environmental Tech Co, Ltd., Zhejiang Province, China (“Menred”), entered into a License and Supply Agreement (the “Agreement”), effective December 21, 2017. Pursuant to the Agreement, the Company licensed certain intellectual property and improvements to Menred, for use in the manufacture and sale of energy recovery ventilators (“ERV”) and certain other HVAC systems for installation in commercial, residential, or industrial buildings in China. Menred also agreed to purchase its requirements of certain products from the Company for Menred’s use, pursuant to the terms and conditions of the Agreement. Menred will also pay royalties, as defined, to the Company on a quarterly basis, based on price and production volume as provided by Menred. No royalties are due within the first year of the Agreement. Also pursuant to the Agreement, the Company is required to purchase 50,000 square meters of Product from Menred for delivery as an annual minimum with a 10,000 square meter minimum order quantity per delivery. The Agreement has a ten-year term with mutually agreed upon five-year extensions. Shipping and handling fees billed to customers are included in revenue. Shipping and handling fees associated with freight are generally included in cost of revenue. Cash and cash equivalents - Concentrations – Fair Value of Financial Instruments - Inventory - Property and equipment - Intangible assets Research and development expenses and funding proceeds - Derivative Liability Fair Value Measurements The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: • Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 - Inputs that are both significant to the fair value measurement and unobservable. The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the three months ended March 31, 2021: March 31, 2021 Balance, beginning of period $ 3,845,662 Additions 75,133 Change in fair value of derivative liabilities (2,181,367 ) Balance, end of period $ 1,739,428 Earnings (loss) per share Diluted loss per share for the three months ended March 31, 2021 is computed as follows: Three Months Ended March 31, 2021 Net income attributable to common shareholders $ 1,743,060 Income attributable to note derivatives Change in fair value of derivatives (2,181,367 ) Expense attributable to note derivatives Interest expense 127,622 Diluted loss attributable to common shareholders $ (310,685 ) Basic shares outstanding 278,128 Derivative notes and interest shares 15,114,788 Diluted shares outstanding 15,392,916 Diluted loss per share $ (0.02 ) The Company had no derivative liabilities so measured for the three months ended March 31, 2022 and accordingly no diluted loss per share over that three-month period. Recent Accounting Pronouncements - |
Accrued Expenses Other
Accrued Expenses Other | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses Other | |
Note 4. Accrued Expenses, Other | Note 4. Accrued Expenses, Other Accrued expenses, other consists of the following: March 31, December 31, 2022 2021 Accrued expenses, other $ 655,118 $ 656,810 Accrued interest 2,233,693 2,197,577 Accrued warranty costs 91,531 91,531 $ 2,980,342 $ 2,945,918 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
Note 5. Related Party Transactions | Note 5. Related Party Transactions The Company rents a building that is owned by two stockholders of the Company, one of which is the Chief Executive Officer. Rent expense for this building is $4,066 per month, including sales tax. The Company recognized rent expense (including property tax charges) related to this lease of $12,198 and $12,198 for the three months ended March 31, 2022 and 2021, respectively. The lease term will terminate upon 30 days’ written notice from landlord or 90 days written termination from us. The lease is considered to be short term or month to month. The Company has accrued compensation due to the Chief Executive Officer as of March 31, 2022 and December 31, 2021 of $2,080,298 and $2,071,380, respectively, included in accrued compensation and related benefits in the accompanying balance sheets. On June 24, 2016, the Company entered into a Loan and Security Agreement (“Security Agreement”) with the entity known as PKT Strategic Assets, LLC (the “Holder”) pursuant to which the Company issued a Senior Secured Promissory Note for $150,000 (the “Note”). The Note has an interest rate is 12% per annum compounded daily with a minimum interest payment of $2,000. The Note grants the Holder a secured interest in all the assets of the Company. During 2016 to the period ended March 31, 2022, the Holder extended the Note pursuant to various amendments. Pursuant to the amendments, the principal amount and interest totaled $4,311,938 (including fees and other expenses). The Holder’s corporation is controlled by Ms. Tangredi, related to Tim Tangredi: the Company’s CEO and stockholder, and therefore, is a Related Party of the Company. The Company is to pay the Holder the principal, plus all interest and fees due in accordance with terms and conditions of the Security Agreement on the earlier of: (i) the date upon which the Company secures funds, regardless of source, equal to or exceeding, in the aggregate, $1,000,000 or (ii.) November 1, 2021 which has expired. The Holder has not declared the Note in Default as the Parties have reached a tentative agreement to several issues with one being the extension of the Maturity Date (the “Maturity Date”). The Parties are working to complete this agreement during the second quarter of 2022. The Company has recorded interest expense of $149,066 and $63,983 for the three months ended March 31, 2022 and 2021, respectively. We made a payment of fees and accrued interest totaling $154,398 during the three months ended March 31, 2022.Accrued interest was $2,147,041 and $2,152,373 at March 31, 2022 and December 31, 2021, respectively. On October 12, 2019, the Company entered a promissory note with an entity controlled by our Chief Executive Officer in the amount of $10,000. The note bears interest at 10% per year and matured on October 12, 2021. Interest expense on the note was $150 for each of the three months ended March 31, 2022 and 2021. Accrued interest was $1,500 and $1,350 at March 31, 2022 and December 31, 2021, respectively. The Holder has not declared the Note in Default or extended the Maturity Date. On February 27, 2015, the Company, and Tim N. Tangredi, the Company’s Chief Executive Officer entered an amendment (the “Tangredi Employment Agreement Amendment”) to Mr. Tangredi’s Amended and Restated Employment Agreement. Currently, the Company has non-interest-bearing accrued compensation due to the Chief Executive Officer for deferred salaries earned and unpaid as described above. The Tangredi Employment Agreement Amendment provides that, if at any time during a calendar year, the unpaid compensation is greater than $500,000, Mr. Tangredi must convert $100,000 of unpaid compensation into the Company’s common stock during such calendar year. The conversion rate shall be equal to 75% of the average closing price for the Company’s common stock for the 30 trading days prior to the date of conversion. The Company shall also pay to Mr. Tangredi a cash payment equal to 20% of the compensation income incurred because of the conversion. The Company has waived the conversion requirement from 2015 to the present. See Note 13 Commitments and Contingencies for further disclosure of the terms of Mr. Tangredi’s employment agreement. Further, at any time any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act) of greater of 40% of the then-outstanding voting power of the voting equity interests of the Company or a person or group initiate a tender offer for the Company’s common stock, Mr. Tangredi may convert unpaid compensation into Class A Convertible Preferred Stock (“Class A Preferred Stock”) of the Company at a conversion price of $1.50 per share. The Board of Directors waived the requirement to convert $100,000 of unpaid compensation into common stock during 2016. No amounts have been converted under the terms of the Tangredi Employment Agreement Amendment to date. The above terms and amounts are not necessarily indicative of the terms and amounts that would have been incurred had comparable transactions been entered into with independent parties. |
Equity Transactions
Equity Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Equity Transactions | |
Note 6. Equity Transactions | Note 6. Equity Transactions Preferred Stock At March 31, 2022 and December 31, 2021, the Company’s Board of Directors has authorized 10,000,000 shares of preferred stock with a par value of $0.01 to be issued in series with terms and conditions to be determined by the Board of Directors. 2,000,000 of the shares of preferred stock had been designated as Class A Preferred Stock. The Class A Preferred Stock shall entitle the holder thereof to 150 votes on all matters submitted to a vote of the stockholders of the Company. 10,000 of the shares of preferred stock had been designated as Class B Preferred Stock. The Class B Stock includes the right to vote in an amount equal to 51% of the votes to approve certain corporate actions, including, without limitation, changing the name of the Company and increasing the number of authorized shares. During January and February 2022, after the Company’s fiscal year ended December 31, 2021, the Company’s Board of Directors, with input from the Company’s financial advisors, completed its reevaluation of the Company’s capital structure, including the advisability of authorizing addition series of preferred stock, par value $0.01 (“Preferred Stock”). The Board of Directors determined that it was in the best interests of the Company and its stockholders to authorize four new series of Preferred Stock (sometimes referred to as “New Series of Preferred Stock”). As a result, the Board of Directors and management with the assistance of its outside financial advisors prepared a Certificate of Amendment to its Certificate of Incorporation for the purpose authorizing the four New Series of Preferred Stock, which was subject to the filing by the Company of a Certificate of Amendment with the Department of State of the State of New York (“Certificate of Amendment”). To implement the authorization of the four New Series of Preferred Stock, the Certificate of Amendment was submitted to the Department of State on March 17, 2022 and was accepted for filing on March 22, 2022. The recently authorized New Series of Preferred Stock included: (i) Series C Convertible Preferred Stock, consisting of 100,000 shares, all of which were to be issued following acceptance of the Certificate of Amendment by the Department of State, to two (2) third-party accredited investors who had provided bona fide financial consulting services to the Company; (ii) Series D Convertible Preferred Stock, consisting of 10,000 shares, which shares may be issued, at the sole discretion of the Board of Directors, from time to time, to consultants and other third parties for, among other purposes, new services to the Company and for other good and valuable consideration, none of which shares have been issued; (iii) Series E Convertible Preferred Stock, consisting of 250,000 shares, all of which were to be issued following final acceptance of the Certificate of Amendment by the Department of State, being issued to three (3) “accredited investors” including the Company’s financial advisors in consideration for their capital contributions to the Company; and (iv) Series F Convertible Preferred Stock consisting of 1,500,000 shares, 1,000,000 shares of which are intended to be issued to several long-tenured key employees and the Company’s Board of Directors in consideration for previously rendered services to the Company as well as to certain noteholders and others under agreements and arrangements that have been authorized by the Board of Directors. Share issuance within various classes will take place during the second quarter of 2022. A copy of the Certificate of Amendment to the Certificate of Incorporation, which included the respective Certificates of Designation for the Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, Series E Convertible Preferred Stock and Series F Convertible Preferred Stock, is attached as Exhibit 3.11 to this Annual Report on Form 10-K. Reference is made to the complete disclosure contained in Exhibit 3.11 of this Annual Report for the preferences, rights, limitations qualifications and restrictions, including conversion rights, of each of the above-referenced New Series of Preferred Stock. Common Stock As of March 31, 2022 and December 31, 2021, the Company has 1,100,000,000 authorized shares of common stock with a par value of $0.01 to be issued in series with terms and conditions to be determined by the Board of Directors. There were no common stock transactions for the three months ended March 31, 2022 and 2021. |
Convertible Notes Payable and E
Convertible Notes Payable and Exchange Program | 3 Months Ended |
Mar. 31, 2022 | |
Convertible Notes Payable and Exchange Program | |
Note 7. Convertible Notes Payable and Exchange Program | Note 7. Convertible Notes Payable and Exchange Program Debt to Equity Exchange Program In the period from June 2017 through the end of December 2019, the Company entered eight Convertible Note Holder agreements with eight Note Holders totaling, with all fees, interest, and principal, $2,008,812 as of December 31, 2020. The notes were not considered to be in default and were being renegotiated at March 31, 2021. Subsequently, as of May 31, 2021, each Convertible Noteholder received their fees, interest, and principal totaling $2,107,414 in shares of Common stock of the Company (at $0.030 per share) with 50% warrant coverage (1 year cash warrant with a strike price of 0.30). All documents were executed by June 30, 2021, with all equity/warrants issued by July 31, 2021. The Company issued 7,036,668 Common shares, and 3,576,733 Warrant shares in this transaction. 2021 Convertible Notes On September 20, 2021, the Company entered a convertible promissory note with GS Capital Partners, LLC. The note matures on September 20, 2022 and bears interest at 8% per year. The Company received proceeds of $197,000, after deduction of $20,000 of original issue discount and $3,000 of costs. In connection with this note, the Company has issued a warrant to purchase 1,466,666 shares of common stock to the lender. The warrant has an exercise price of $0.15 per share and expires on September 21, 2026. The relative fair value of the warrant was $110,000, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 0.84%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 389%; and (4) an expected life of 5 years. The note is convertible into shares of common stock at a fixed conversion price of $0.10 per share. The company has recorded a beneficial conversion feature of $90,000. During the fourth quarter of 2021, the Company entered twenty convertible promissory notes with various holders aggregating $1,412,000. The notes mature one year from issuance and bear interest at 8% per year. The Company received proceeds of $1,287,000, after deduction of $117,000 of original issue discount and $8,000 of costs. In connection with the notes, the Company has issued warrants to purchase 10,463,332 shares of common stock to the lenders. The warrants have an exercise price of $0.15 per share and expire five years from the date of issuance. The relative fair value of the warrants was $1,366,127, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 0.84% - 1.33%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 386% - 389%; and (4) an expected life of 5 years. The notes are convertible into shares of common stock at a fixed conversion price of $0.10 per share. A total of $1,295,000 has been recorded as debt discount, and 8,000 has been recorded as deferred debt costs. The discount and costs will be amortized to interest expense over the term of the notes, and $405,123 was amortized during the three months ended March 31, 2022. The Company’s convertible promissory notes at March 31, 2022 and December 31, 2021 are as follows: March 31, 2022 December 31, 2021 Convertible notes payable, bearing interest at 8- 10% $ 1,632,000 $ 1,453,960 Unamortized debt discount (1,026,315 ) (1,428,726 ) Unamortized deferred debt issuance cost (6,400 ) (9,112 ) Total 599,285 194,162 Current portion $ 599,285 $ 194,162 |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Derivative Liabilities | |
Note 8. Derivative Liabilities | Note 8. Derivative Liabilities The Company had identified certain embedded derivatives related to its convertible notes. Since the notes were convertible into a variable number of shares or have a price reset feature, the conversion features of those notes were recorded as derivative liabilities. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date and to adjust to fair value as of each subsequent balance sheet date. The Company has recorded additions to the derivative conversion liabilities related to the conversion feature attributable to interest accrued during the period. These additions totaled $75,133 for the three months ended March 31, 2021 and were charged to interest expense. During the three months ended March 31, 2021, the Company recorded gain of $2,181,367 related to the change in the fair value of the derivatives. The fair value of the embedded derivatives was $1,739,428 at March 31, 2021, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 0.03%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 324%; and (4) an expected life of 3 months. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
Note 9. Commitments and Contingencies | Note 9. Commitments and Contingencies Litigation From time to time, claims are made against the Company in the ordinary course of its business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties, or injunctions prohibiting the Company from selling one or more products or engaging in other activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on the Company’s results of operations for that period or future periods. In 2015, the Company commenced an action for the cancellation of shares issued to Soex (the “Shares”) in connection with a breached Securities Purchase Agreement and Distribution Agreement entered 2014. The Soex Litigation was tried in U.S. District Court for the Middle District of Florida in October of 2018. The jury at the conclusion of the trial did not award monetary damages to either party for claims or counterclaims. On October 24, 2018, the Company initiated a third lawsuit against an affiliate of Soex, Zhongshan Trans-Tech New Material Technology Co. Ltd. Zhongshan, China, (“Transtech”), and the Chairperson of the affiliate and Soex, based on new information learned by the Company. The Company will seek maximum relief and damages for this on-going and growing illegal misuse the Company’s Intellectual Property. The Company feels this third action will lead in a judgment in favor of the Company. On October 8, 2021 the Company was notified of a unusual order by the Federal District Court judge who oversaw the initial 2018 proceedings. This activity was initiated at the request of Soex’s counsel. The Order awards the defendant (Soex) $300,568 in attorney’s fees and $82,096 in costs for a total award of $382,664 to be paid by Dais. The Order doesn’t specify the date by which the award needs to be paid. The sum is recorded in accrued liabilities. The Company will vigorously defend itself against this Order, as well as move on all possible avenues open to it to stop, what Management believes, is an on-going misuse of the Company’s core Intellectual Property. The Company believes – based on the content of the Order and other admissions and actions on the part of others – it has a chance to prevail in an appeal to the benefit of the Company and its shareholders. Accounts Payable The firms below have pursued legal action against the Company to collect overdue accounts payable sums. The Company is working with each to enter into a settlement plan, or “pay over time” payment plan. To date the Company has an agreement in place with SoftinWay. Company Sum Owned Payment Plan Legal Action Old Dominion Freight Line $ 13,576.95 No Yes Power Plant Services $ 85,199.11 No Yes SoftinWay $ 7,850.00 Yes Yes The O-Ring Store $ 10,334.00 No Yes Total $ 116,960.06 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Event | |
Note 10. Subsequent Events | Note 10. Subsequent Events 1. On April 29, 2022, the Company received a loan of $100,000 from the Company’s Chief Executive Officer. This was repaid in full on May 17, 2022. 2. On May 4, 2022, the Company received $50,000 from Carriage House Capital, Inc. as a short-term loan (less than six months) with 10% interest being paid when note sum repaid. 3. On May 6, 2022 the Company received $35,000 from 4. On May 17, 2022 the Company received $30,000 from Draper, Inc., as a short term loan (less than six months) with 10% interest being paid when the note sum repaid. No other material events have occurred after March 31, 2022 requiring recognition or disclosure in the financials. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Use of estimates | Use of estimates - Significant estimates underlying the Company’s reported financial position and results of operations include the allowance for doubtful accounts, fair value of stock-based compensation, fair value of derivative liabilities, valuation allowance on deferred taxes and the warranty reserve. |
Revenue recognition | Revenue recognition - In certain instances, the Company’s ConsERV system product may carry a limited warranty of up to one year for all parts contained therein except for the energy recovery ventilator core produced and sold by the Company. The distributor of the ConsERV system may carry a limited warranty of up to ten years. The limited warranty includes replacement of defective parts for the ConsERV system and includes workmanship and material failure for the ConsERV core. The Company recorded an accrual of $91,531 for future warranty expenses at March 31, 2022, and December 31, 2021, which is included in accrued expenses, other. Royalty revenue is recognized as earned. The Company recognized royalty revenue of $0 for the three months ended March 31, 2022 and 2021, respectively. Revenue derived from the sale of licenses is deferred and recognized as license fee revenue on a straight-line basis over the life of the license, or until the license arrangement is terminated. The Company recognized license fee revenue of $12,500 and $12,500 for the three months ended March 31, 2022 and 2021, respectively. The Company accounts for revenue arrangements with multiple elements under the provisions of ASC Topic 605-25, “Revenue Recognition-Multiple-Element Arrangements.” To account for these agreements, the Company must identify the deliverables included within the agreement and evaluate which deliverables represent separate units of accounting based on if certain criteria are met, including whether the delivered element has stand-alone value to the licensee. The consideration received is allocated among the separate units of accounting, and the applicable revenue recognition criteria are applied to each of the separate units. In December 2017, the Company and Zhejiang MENRED Environmental Tech Co, Ltd., Zhejiang Province, China (“Menred”), entered into a License and Supply Agreement (the “Agreement”), effective December 21, 2017. Pursuant to the Agreement, the Company licensed certain intellectual property and improvements to Menred, for use in the manufacture and sale of energy recovery ventilators (“ERV”) and certain other HVAC systems for installation in commercial, residential, or industrial buildings in China. Menred also agreed to purchase its requirements of certain products from the Company for Menred’s use, pursuant to the terms and conditions of the Agreement. Menred will also pay royalties, as defined, to the Company on a quarterly basis, based on price and production volume as provided by Menred. No royalties are due within the first year of the Agreement. Also pursuant to the Agreement, the Company is required to purchase 50,000 square meters of Product from Menred for delivery as an annual minimum with a 10,000 square meter minimum order quantity per delivery. The Agreement has a ten-year term with mutually agreed upon five-year extensions. Shipping and handling fees billed to customers are included in revenue. Shipping and handling fees associated with freight are generally included in cost of revenue. |
Cash and cash equivalents | Cash and cash equivalents - |
Concentrations | Concentrations – |
Fair Value of Financial Instruments | Fair Value of Financial Instruments - |
Inventory | Inventory - |
Property and equipment | Property and equipment - |
Intangible assets | Intangible assets |
Research and development expenses and funding proceeds | Research and development expenses and funding proceeds - |
Derivative liability | Derivative Liability |
Fair Value Measurements | Fair Value Measurements The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: • Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 - Inputs that are both significant to the fair value measurement and unobservable. The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the three months ended March 31, 2021: March 31, 2021 Balance, beginning of period $ 3,845,662 Additions 75,133 Change in fair value of derivative liabilities (2,181,367 ) Balance, end of period $ 1,739,428 |
Earnings (loss) per share | Earnings (loss) per share Diluted loss per share for the three months ended March 31, 2021 is computed as follows: Three Months Ended March 31, 2021 Net income attributable to common shareholders $ 1,743,060 Income attributable to note derivatives Change in fair value of derivatives (2,181,367 ) Expense attributable to note derivatives Interest expense 127,622 Diluted loss attributable to common shareholders $ (310,685 ) Basic shares outstanding 278,128 Derivative notes and interest shares 15,114,788 Diluted shares outstanding 15,392,916 Diluted loss per share $ (0.02 ) The Company had no derivative liabilities so measured for the three months ended March 31, 2022 and accordingly no diluted loss per share over that three-month period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
Schedule of reconciliation of the derivative liability | March 31, 2021 Balance, beginning of period $ 3,845,662 Additions 75,133 Change in fair value of derivative liabilities (2,181,367 ) Balance, end of period $ 1,739,428 |
Schedule of Diluted loss per sh
Schedule of Diluted loss per share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Schedule of Diluted loss per share (Tables) | |
Schedule of Diluted loss per share | Three Months Ended March 31, 2021 Net income attributable to common shareholders $ 1,743,060 Income attributable to note derivatives Change in fair value of derivatives (2,181,367 ) Expense attributable to note derivatives Interest expense 127,622 Diluted loss attributable to common shareholders $ (310,685 ) Basic shares outstanding 278,128 Derivative notes and interest shares 15,114,788 Diluted shares outstanding 15,392,916 Diluted loss per share $ (0.02 ) |
Accrued Expenses Other (Tables)
Accrued Expenses Other (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Expenses Other | |
Schedule of accrued expenses, other | March 31, December 31, 2022 2021 Accrued expenses, other $ 655,118 $ 656,810 Accrued interest 2,233,693 2,197,577 Accrued warranty costs 91,531 91,531 $ 2,980,342 $ 2,945,918 |
Convertible Notes Payable and_2
Convertible Notes Payable and Exchange Program (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Convertible Notes Payable and Exchange Program | |
Schedule of convertible notes payable | March 31, 2022 December 31, 2021 Convertible notes payable, bearing interest at 8- 10% $ 1,632,000 $ 1,453,960 Unamortized debt discount (1,026,315 ) (1,428,726 ) Unamortized deferred debt issuance cost (6,400 ) (9,112 ) Total 599,285 194,162 Current portion $ 599,285 $ 194,162 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies | |
Schedule of pursued legal action | Company Sum Owned Payment Plan Legal Action Old Dominion Freight Line $ 13,576.95 No Yes Power Plant Services $ 85,199.11 No Yes SoftinWay $ 7,850.00 Yes Yes The O-Ring Store $ 10,334.00 No Yes Total $ 116,960.06 |
Going Concern and Managements_2
Going Concern and Managements Plans (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Transactions | ||||
Net income (loss) | $ (1,082,530) | $ 1,743,060 | ||
Accumulated deficit | (58,905,632) | $ (57,823,102) | ||
Total stockholders' deficit | (7,992,593) | (6,910,063) | ||
Working capital deficit | (9,381,224) | |||
Net cash used in operating activities | (658,307) | (171,350) | ||
Cash and cash equivalents | $ 80,632 | $ 3,791 | $ 773,423 | $ 36,516 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Significant Accounting Policies | |
Balance, beginning of period | $ 3,845,662 |
Additions | 75,133 |
Change in fair value of derivative liabilities | (2,181,367) |
Balance, end of period | $ 1,736,428 |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) | 3 Months Ended |
Mar. 31, 2022USD ($)$ / sharesshares | |
Significant Accounting Policies | |
Net income attributable to common shareholders | $ 1,743,060 |
Income attributable to note derivatives | |
Change in fair value of derivatives | (2,181,367) |
Expense attributable to note derivatives | |
Interest expense | 127,622 |
Diluted loss attributable to common shareholders | $ (310,685) |
Basic shares outstanding | shares | 278,128 |
Derivative notes and interest shares | shares | 15,114,788 |
Diluted shares outstanding | shares | 15,392,916 |
Diluted loss per share | $ / shares | $ (0.02) |
Significant Accounting Polici_6
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Anti-dilutive common shares | 32,526,731 | 250,834 | |
Royalty revenues | $ 0 | $ 0 | |
License fees revenue | 12,500 | 12,500 | |
Uninsured balances | 0 | $ 483,000 | |
Inventory raw materials | 92,529 | 59,631 | |
Inventory in process | 2,095 | 1,844 | |
Inventory finished goods | 20,650 | $ 10,592 | |
Depreciation expense | 1,851 | 988 | |
Research and development expenses | $ 64,873 | $ 44,597 | |
Leasehold Improvements [Member] | |||
Property and equipment estimated useful life | 5 years | ||
Minimum [Member] | |||
Property and equipment estimated useful life | 3 years | ||
Maximum [Member] | |||
Property and equipment estimated useful life | 7 years | ||
License and Supply Agreement [Member] | Zhejiang MENRED Environmental Tech Co, Ltd [Member] | |||
Agreement, description | the Company is required to purchase 50,000 square meters of Product from Menred for delivery as an annual minimum with a 10,000 square meter minimum order quantity per delivery. The Agreement has a ten-year term with mutually agreed upon five-year extensions | ||
Account receivables [Member] | |||
Concentration of risk, percentage | 100.00% | 100.00% | |
Number of customers | one | two | |
Revenue [Member] | |||
Concentration of risk, percentage | 83.00% | 85.00% | |
Number of customers | four | three | |
Intangible Assets [Member] | |||
Amortization expense | $ 4,831 | $ 4,562 | |
Estimated useful lives of patents | 17 years |
Accrued Expenses Other (Details
Accrued Expenses Other (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses Other | ||
Accrued expenses, other | $ 655,118 | $ 656,810 |
Accrued interest | 2,233,693 | 2,197,577 |
Accrued warranty costs | 91,531 | 91,531 |
Total accrued expenses | $ 2,980,342 | $ 2,945,918 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Oct. 12, 2019 | Jun. 24, 2016 | Feb. 27, 2015 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Rent expense | $ 12,198 | $ 12,198 | ||||
Lease term description | The lease term will terminate upon 30 days’ written notice from landlord or 90 days written termination from us | |||||
Building [Member] | ||||||
Monthly rent expense | $ 4,066 | |||||
Mr. Tangredi [Member] | ||||||
Conversion price | $ 1.50 | |||||
Unpaid compensation | $ 500,000 | |||||
Unpaid compensation convert into common stock amount | $ 100,000 | |||||
Conversion rate | 75.00% | |||||
Percentage of cash payment compensation income | 20.00% | |||||
Converted unpaid compensation into common stock | $ 100,000 | $ 100,000 | ||||
Voting right | 0.40% | |||||
Cash payment | 0.20% | |||||
Mr. Tangredi [Member] | Class A Convertible Preferred Stock [Member] | ||||||
Beneficial owner description | greater of 40% of the then-outstanding voting power of the voting | |||||
Conversion price | $ 1.50 | |||||
Waived unpaid compensation conversion | $ 100,000 | |||||
Patricia Tangredi [Member] | Loan And Security Agreement [Member] | ||||||
Debt instrument maturity date | Nov. 1, 2021 | |||||
Fees and accrued interest payment | 154,398 | |||||
Interest rate | 12.00% | |||||
Senior secured promissory note | $ 150,000 | |||||
Principal amount and interest totaled | 4,311,938 | |||||
Senior secured debt, minimum interest payment | $ 2,000 | |||||
Exceeding amount | 1,000,000 | |||||
Interest expense | 149,066 | 63,983 | ||||
Accrued interest | 2,147,041 | $ 2,152,373 | ||||
Description for the terms of repayment of senior debt | The Company is to pay the Holder the principal, plus all interest and fees due in accordance with terms and conditions of the Security Agreement on the earlier of: (i) the date upon which the Company secures funds, regardless of source, equal | |||||
Chief Executive Officer [Member] | ||||||
Debt instrument maturity date | Oct. 12, 2021 | |||||
Interest expense | 150 | $ 150 | ||||
Accrued interest | 1,500 | 1,350 | ||||
Interest bearing per year | 10.00% | |||||
Accrued compensation | $ 2,080,298 | $ 2,071,380 | ||||
Promissory note | $ 10,000 |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) | 3 Months Ended | |
Mar. 31, 2022integer$ / sharesshares | Dec. 31, 2021integer$ / sharesshares | |
Common stock shares authorized | 1,100,000,000 | 1,100,000,000 |
Common stock par value | $ / shares | $ 0.01 | $ 0.01 |
Board of Directors [Member] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, number of votes | integer | 150 | 150 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares par value | $ / shares | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Voting right description | equal to 51% of the votes to approve certain corporate actions, including, without limitation, changing the name of the Company and increasing the number of authorized shares. | |
Preferred stock, number of votes | integer | 150 | 150 |
Preferred Stock Undesignated [Member] | ||
Class A preferred stock shares | 2,000,000 | |
Preferred stock, shares par value | $ / shares | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 7,990,000 | 7,990,000 |
Preferred stock Series C [Member] | ||
Preferred stock, shares authorized | 10,000 | 100,000 |
Preferred stock Series D [Member] | ||
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock Series E [Member] | ||
Preferred stock, shares authorized | 250,000 | 250,000 |
Preferred stock Series F [Member] | ||
Preferred stock, shares authorized | 1,500,000 | 150,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Derivative Liabilities | ||
Change in fair value of derivative liabilities | $ 2,181,367 | |
Non-cash interest expenses | $ 0 | 75,133 |
Derivative liability extinguished | $ 1,739,428 | |
Risk free interest rate | 0.03% | |
Volatility rate | 324.00% | |
Expected life | 3 years | |
Dividend yield | 0.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Sum Owned | $ 116,960 |
Old Dominion Freight Line [Member] | |
Sum Owned | $ 13,576 |
Payment Plan | No |
Legal Action | Yes |
Power Plant Services [Member] | |
Sum Owned | $ 85,199 |
Payment Plan | No |
Legal Action | Yes |
SoftinWay[Member] | |
Sum Owned | $ 7,850 |
Payment Plan | Yes |
Legal Action | Yes |
The O-Ring Store [Member] | |
Sum Owned | $ 10,334 |
Payment Plan | No |
Legal Action | Yes |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - October 8, 2021 [Member] - Soex [Member] | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Attorneys fees | $ 300,568 |
Cost related to defendant | 82,096 |
Total award to defendant | $ 382,664 |
Convertible Notes Payable and_3
Convertible Notes Payable and Exchange Program (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Convertible Notes Payable and Exchange Program | ||
Convertible notes payable, bearing interest at 8- 10% | $ 1,632,000 | $ 1,453,960 |
Unamortized debt discount | (1,026,315) | (1,428,726) |
Unamortized deferred debt issuance cost | (6,400) | (9,112) |
Total | 599,285 | 194,162 |
Current portion | $ 599,285 | $ 194,162 |
Convertible Notes Payable and_4
Convertible Notes Payable and Exchange Program (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Proceeds from convertible promissory note | $ 0 | ||||
Interest expense | $ 595,636 | $ 200,852 | |||
Volatility rate | 324.00% | ||||
2017 June Notes [Member] | |||||
Convertible notes payable | $ 2,008,812 | ||||
Common stock per share | $ 0.30 | ||||
Warrant coverage | 50.00% | ||||
Strike price | $ 0.30 | ||||
Warrants issued | 3,576,733 | ||||
Share issued | 7,036,668 | ||||
2021 Notes [Member] | |||||
Proceeds from convertible promissory note | $ 197,000 | 1,287,000 | |||
Convertible notes payable | $ 1,412,000 | ||||
Warrants issued | 1,466,666 | 10,463,332 | |||
Interest rate on convertible promissory note | 8.00% | 8.00% | |||
Dividend yield | 0.00% | 0.00% | |||
Expected life of convertible promissory notes | 5 years | 5 years | |||
Exercise Price | $ 0.15 | $ 0.15 | |||
Fixed conversion price | $ 0.10 | $ 0.10 | |||
Fair value of the warrant | $ 110,000 | $ 1,366,127 | |||
Beneficial conversion feature | 90,000 | ||||
Debt discount | 1,295,000 | ||||
Deferred debt costs | 8,000 | ||||
Interest expense | $ 405,123 | ||||
Deduction of original issue discount | 20,000 | 117,000 | |||
Cost of convertible promissory note | $ 3,000 | $ 8,000 | |||
Risk free interest rate | 0.84% | ||||
Volatility rate | 389.00% | 386.00% | |||
Volatility rate maximum | 389.00% | ||||
2021 Notes [Member] | Minimum [Member] | |||||
Risk free interest rate | 0.84% | ||||
2021 Notes [Member] | Maximum [Member] | |||||
Risk free interest rate | 1.33% |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - USD ($) | May 31, 2022 | May 17, 2022 | May 04, 2022 | Apr. 29, 2022 | Mar. 31, 2022 |
Company received a loan | $ 116,960 | ||||
Subsequent Event [Member] | |||||
Company received a loan | $ 30,000 | $ 35,000 | $ 50,000 | $ 100,000 | |
Interest | 10.00% | 10.00% | 10.00% |