Dais (DLYT) 10-Q/A 22 May 19 2019 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 20, 2019
Document And Entity Information
Entity Registrant Name	DAIS CORP
Entity Central Index Key	0001125699
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		186,303,494
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019
Entity Emerging Growth Company	false
Entity Small Business	true

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Mar. 31, 2019	Dec. 31, 2018
CURRENT ASSETS:
Cash and cash equivalents	$ 56,779	$ 29,300
Accounts receivable, net	77,679	34,043
Other receivables	22,909	14,348
Inventory	146,457	53,184
Prepaid expenses	67,427	48,654
Total Current Assets	371,251	179,529
Property and equipment, net, including accumulated depreciation of $411,663 and $401,797 at March 31, 2019 and December 31, 2018, respectively	47,554	57,420
OTHER ASSETS:
Deposits	4,780	4,780
Patents, net, including accumulated amortization of $294,928 and $288,423 at March 31, 2019 and December 31, 2018, respectively	146,934	150,842
Total Other Assets	151,714	155,622
TOTAL ASSETS	570,519	392,571
CURRENT LIABILITIES:
Accounts payable, including related party payables of $181,288 and $165,076 at March 31, 2019 and December 31, 2018, respectively	764,451	632,574
Accrued expenses, other, including interest due to related party of $303,356 and $261,901 at March 31, 2019 and December 31, 2018, respectively	823,503	702,601
Accrued compensation and related benefits	1,935,138	1,909,936
Customer deposits	126,044	78,816
Note Payable to related party	1,401,000	1,332,000
Current portion of deferred revenue	436,156	448,656
Derivative liabilities	1,371,467	1,280,188
Convertible notes payable, net of unamortized debt discount and deferred debt issuance costs	963,760	809,197
Total Current Liabilities	7,821,519	7,193,968
Total Liabilities	7,821,519	7,193,968
STOCKHOLDERS’ DEFICIT
Preferred stock value
Common stock; $0.01 par value; 1,100,000,000 shares authorized; 158,673,293 and 149,819,895 shares issued; and 157,416,080 and 148,562,682 shares outstanding at March 31, 2019 and December 31, 2018, respectively	1,586,734	1,498,200
Capital in excess of par value	43,325,025	43,299,705
Accumulated deficit	(50,700,647)	(50,137,190)
Total	(5,788,888)	(5,339,285)
Treasury stock at cost, 1,257,213 shares	(1,462,112)	(1,462,112)
Total Stockholders’ Deficit	(7,251,000)	(6,801,397)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	570,519	392,571
Series A Preferred Stock [Member]
STOCKHOLDERS’ DEFICIT
Preferred stock value
Series B Preferred Stock [Member]
STOCKHOLDERS’ DEFICIT
Preferred stock value

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
CURRENT ASSETS:
Accumulated depreciation	$ 411,663	$ 401,797
OTHER ASSETS:
Accumulated amortization	294,928	288,423
CURRENT LIABILITIES:
Accounts payable related party payables	181,288	165,076
Interest due to related party	$ 303,356	$ 261,901
STOCKHOLDERS' DEFICIT
Preferred stock, 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
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	1,100,000,000	1,100,000,000
Common stock, shares issued	158,673,293	149,819,895
Common stock, shares outstanding	157,416,080	148,562,682
Treasury stock shares	1,257,213	1,257,213
Series A Preferred Stock [Member]
STOCKHOLDERS' DEFICIT
Preferred stock, 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
Series B Preferred Stock [Member]
STOCKHOLDERS' DEFICIT
Preferred stock, 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

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
REVENUE
Sales	$ 369,840	$ 240,674
Royalty and license fees	12,500	12,500
Total revenue	382,340	253,174
COST OF GOODS SOLD	173,858	172,172
GROSS MARGIN	208,482	81,002
OPERATING EXPENSES
Research and development expenses, net of government grant proceeds of $22,918 and $8,666 for the three months ended March 31, 2019 and 2018, respectively	51,769	75,463
Selling, general and administrative	359,835	378,015
TOTAL OPERATING EXPENSES	411,604	453,478
LOSS FROM OPERATIONS	(203,122)	(372,476)
OTHER INCOME (EXPENSE)
Interest expense	(440,314)	(227,359)
Change in fair value of derivative	71,906	(108,574)
Gain on extinguishment of debt	8,073
Total other income (expense), net	(360,335)	(335,933)
NET LOSS	$ (563,457)	$ (708,409)
NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$ 0	$ (0.01)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED	151,542,553	139,351,432

CONDENSED STATEMENT OF STOCKHOL

CONDENSED STATEMENT OF STOCKHOLDERS’ DEFICIT (Unaudited) - USD ($)	Common Stock	Capital in Excess of Par Value	Accumulated Deficit	Treasury Stock	Total
Beginning Balance, Shares at Dec. 31, 2017	140,608,645
Beginning Balance, Amount at Dec. 31, 2017	$ 1,406,087	$ 43,003,003	$ (47,112,429)	$ (1,462,112)	$ (4,165,451)
Net loss			(708,409)		(708,409)
Ending Balance, Shares at Mar. 31, 2018	140,608,645
Ending Balance, Amount at Mar. 31, 2018	$ 1,406,087	43,003,003	(47,820,838)	(1,462,112)	(4,873,860)
Beginning Balance, Shares at Dec. 31, 2018	149,819,895
Beginning Balance, Amount at Dec. 31, 2018	$ 1,498,200	43,299,705	(50,137,190)	(1,462,112)	(6,801,397)
Shares issued upon conversion of debt, share	8,853,398
Shares issued upon conversion of debt, amount	$ 88,534				88,534
Warrants issued for finance cost		25,320			25,320
Net loss			(563,457)		(563,457)
Ending Balance, Shares at Mar. 31, 2019	158,673,293
Ending Balance, Amount at Mar. 31, 2019	$ 1,586,734	$ 43,325,025	$ (50,700,647)	$ (1,462,112)	$ (7,251,000)

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (563,457)	$ (708,409)
Adjustments to reconcile net loss to net cash and cash equivalents used by operating activities:
Amortization of deferred debt issue costs	14,102	2,614
Depreciation and amortization	16,370	10,242
Change in fair value of derivative liability	(71,906)	108,574
Non-cash interest expenses	121,552	117,951
Amortization of debt discount	169,699	57,084
Gain on extinguishment of debt	(8,073)
Increase (decrease) in allowance for doubtful accounts
(Increase) decrease in:
Accounts receivable	(43,636)	1,487
Inventory	(93,273)	21,172
Other receivables	(8,561)	(5,843)
Prepaid expenses/Other current assets	(18,773)	(24,563)
Increase (decrease) in:
Accounts payable	131,877	121,883
Accrued expenses	137,926	91,938
Customer deposits	47,228	(102,098)
Deferred revenue	(12,500)	(12,500)
Net cash used by operating activities	(181,425)	(320,468)
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in patent costs	(2,596)	(8,292)
Net cash used by investing activities	(2,596)	(8,292)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable - related party	69,000
Proceeds from note payables	142,500	250,000
Net cash provided by financing activities	211,500	250,000
Net increase (decrease) in cash and cash equivalents	27,479	(78,760)
Cash and cash equivalents, beginning of period	29,300	122,036
Cash and cash equivalents, end of period	56,779	43,276
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	1,287	1,287
NON-CASH FINANCING AND FINANCING ACTIVITIES
Issuance of common stock upon conversion of notes and accrued interest	88,534
Notes and accrued interest converted to common stock	31,822
Debt costs deducted from proceeds of notes	12,500	7,500
Issuance of warrants for debt modification	7,487
Initial derivative liability at issuance of notes	213,517	292,951
Initial debt discount at issuance of notes	$ 142,500	$ 175,000

Background Information

Background Information	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 1. Background Information	Dais Analytic Corporation (the “Company”), a New York corporation, has developed and is commercializing applications using its nanostructure polymer technology. The first commercial product, ConsERV TM TM The Company is dependent on third parties to manufacture the key components needed for its nanostructured based 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. 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, 2018 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 10, 2019. The results of operations for the three month period ended March 31, 2019 are not necessarily indicative of the results that may be expected for any future quarters or for the entire year ending December 31, 2019.

Going Concern and Management's

Going Concern and Management's Plans	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 2. Going Concern and Management's Plans	The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the three months ended March 31, 2019, the Company generated a net loss of $563,457 and the Company has incurred significant losses since inception. As of March 31, 2019, the Company had an accumulated deficit of $50,700,647, a stockholders’ deficit of $7,251,000 and cash and cash equivalents of $56,779. The Company used $181,425 and $320,468 of cash from operations during the three months ended March 31, 2019 and 2018, respectively, which was funded by proceeds from borrowings from notes and debentures. There is no assurance that such financing will be available in the future. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is currently pursuing the following sources of short and long-term working capital: 1. The Company is holding preliminary discussions with parties who are interested in licensing, purchasing the rights to or establishing a joint venture to commercialize applications of the Company’s technology. 2. The Company is seeking growth capital from certain strategic and/or government (grant) 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. 3. The Company is holding discussions with investors and investment banks to obtain debt and/or equity financing. Any failure by the Company to timely procure additional financing or investment adequate to fund the ongoing operations, including planned product development initiatives and commercialization efforts, will have material adverse consequences on the Company’s financial condition, results of operations and cash flows as could any unfavorable terms. There are no assurances the Company will be able to obtain the financing and planned product development commercialization. Accordingly, the Company 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 the Company be unable to continue as a going concern.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 3. Significant Accounting Policies	In the opinion of management, all adjustments necessary for a fair statement of (a) the results of operations for the three-month periods ended March 31, 2019 and 2018, (b) the financial position at March 31, 2019 and December 31, 2018, and (c) the cash flows for the three month periods ended March 31, 2019 and 2018 have been made. 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. Cash and cash equivalents Fair Value of Financial Instruments Inventory Property and equipment Intangible assets Research and development expenses and funding proceeds Revenue recognition In certain instances, the Company’s ConsERV system product may carry a limited warranty of up to two years for all parts contained therein with the exception of 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, 2019 and December 31, 2018, 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, 2019 and 2018, 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, 2019 and 2018, respectively. The Company accounts for revenue arrangements with multiple elements under the provisions of the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) Topic 605-25, “Revenue Recognition-Multiple-Element Arrangements.” In order 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. 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. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company has recorded a derivative liability for its convertible notes which contain variable conversion prices. The table below summarizes the fair values of our financial liabilities as of March 31, 2019: Fair Value at March 31, Fair Value Measurement Using 2019 Level 1 Level 2 Level 3 Derivative liability $ 1,371,467 $ - $ - $ 1,371,467 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, 2019: Balance at beginning of period $ 1,280,188 Additions to derivative instruments 238,732 Extinguished derivative liability (75,547 ) Gain on change in fair value of derivative liability (71,906 ) Balance at end of period $ 1,371,467 Earnings (loss) per share Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The adoption of this ASU did not have a material effect on the Company's financial statements.

Accrued Expenses, Other

Accrued Expenses, Other	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 4. Accrued Expenses, Other	Accrued expenses consist of the following: March 31, 2019 December 31, 2018 Accrued expenses, other $ 190,989 $ 174,489 Accrued interest 540,983 436,581 Accrued warranty costs 91,531 91,531 $ 823,503 $ 702,601

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
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 related to this lease of $12,198 and $12,198 for the three months ended March 31, 2019 and 2018, respectively. The lease term will terminate upon 30 days’ written notice from landlord or 90 days written termination from us. The Company has accrued compensation due to the Chief Executive Officer as of March 31, 2019 and December 31, 2018 of $1,799,792 and $1,772,623, 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 Patricia Tangredi (the “Holder”) pursuant to which the Company issued a Senior Secured Promissory Note for $150,000 (the “Note”). The 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 the assets of the Company. Ms. Tangredi is the wife of Timothy Tangredi, the Company’s CEO and stockholder, and therefore is a related party of the Company. Pursuant to the Note, the Company is to pay the Holder the principal amount of $150,000 plus all interest due thereon 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) October 31, 2016 (the “Maturity Date”). During 2016 to the period ended March 31, 2019, the Holder extended the Note pursuant to various amendments. Pursuant to the amendments, the principal amount due was increased to $1,401,000 with an extended maturity date of April 8, 2019. As consideration for the additional proceeds and modification of the maturity date, the Company issued to the related party warrants to purchase an aggregate of 28,250,000 shares of common stock with an exercise price of $0.01 with a ten year exercise period, from the date of issuance and 480,000 shares of common stock in 2017, valued at $17,200, of which $15,400 was recorded against debt due to related party. On January 28, 2019, the Holder further extended the Note pursuant to an amendment. The maturity date was extended to April 8, 2019, effective as of November 16, 2018. As consideration for the additional extension of the maturity date, the Company issued a warrant to purchase 2,000,000 shares of common stock with an exercise price of $0.01 and a ten year exercise period. The Company calculated the relative fair value of the warrant as $25,320, using the Black Scholes Model based on the following assumptions: (1) risk free interest rate of 2.75%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company's common stock of 244%; and (4) an expected life of 10 years. The fair value of the warrant was charged to expense as finance cost. The note was further extended to May 30, 2019. The Company is using the proceeds of the Note and related amendments for working capital purposes. Interest expense on the Note was $41,455 and $39,413 for the three month periods ended March 31, 2019 and 2018, respectively. Accrued interest on the Note was $303,356 and $261,901 at March 31, 2019 and December 31, 2018, respectively.

Equity Transactions

Equity Transactions	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 6. Equity Transactions	Preferred Stock At March 31, 2019 and December 31, 2018, 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 has 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 has been designated as Class B 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. 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. On November 1, 2018, the Company issued ten shares of Class B Redeemable Preferred Stock par value $0.01 per share (“Class B Stock”) having a stated value of $1.50 per share to Timothy N. Tangredi, the Company’s Chief Executive Officer, in exchange for $15, pursuant to approval of the Board of Directors of the Company. Upon any liquidation, dissolution or winding up of the Company, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Class A or Class B Preferred Stock unless, prior thereto, the holders of shares of Class A or Class B Preferred Stock shall have received $1.50 per share (the “Stated Amount”). The Class A and Class Preferred Stock shall rank, with respect to the payment of liquidation, dividends and the distribution of assets, senior to the Company’s Common Stock. The Holder (as defined in the Class A Preferred Stock certificate of designations) of the Class A Preferred Stock may convert all or part of the outstanding and unpaid Stated Amount (as defined in the Class A Preferred Stock certificate of designations) into fully paid and non-assessable shares of the Company’s common stock at the Conversion Price (as defined in the Class A Preferred Stock certificate of designations). The number of shares receivable upon conversion equals the Stated Amount divided by the Conversion Price. The Conversion Price shall be equal to the 75% of the average closing price for the 30 trading days prior to the election to convert. At no time will the Company convert any of the Stated Amount into common stock if that would result in the Holder beneficially owning more than 49% of the sum of the voting power of the Company’s outstanding shares of common stock plus the voting power of the Class A Preferred Stock. No shares of Class A Preferred Stock have been issued. The shares of the Class B Preferred Stock shall be automatically redeemed by the Company at $0.01 per share on the date that Tim N. Tangredi ceases, for any reason, to serve as an officer, director or consultant of the Company. Common Stock At March 31, 2019, the Company’s Board of Directors has authorized 1,100,000,000 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. During the three months ended March 31, 2019, the Company issued 8,853,398 shares of common stock upon the conversion of $30,000 principal amount of notes and related accrued interest of $1,822.

Convertible Notes Payable

Convertible Notes Payable	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 7. Convertible Notes Payable	The Company’s convertible promissory notes at March 31, 2019 and December 31, 2018 are as follows: March 31, 2019 December 31, 2018 Convertible notes payable, bearing interest at 8%-10% $ 1,409,250 $ 1,284,250 Unamortized debt discount (415,365 ) (440,315 ) Unamortized deferred debt issuance cost (30,125 ) (34,738 ) Total $ 963,760 $ 809,197 Current portion 963,760 809,197 February 2019 Note On February 20, 2019, the Company issued a convertible note with a face amount of $155,000. The note and related accrued interest are convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price of 60% of the lowest trading price for 15 days prior to conversion. The note bears interest at 8% per year and matures on February 20, 2019. The note contains original issue discount aggregating $12,500 which is being amortized over the life of the note. The Company has also agreed to issue 1,000,000 shares of common stock with a value of $10,000 in connection with the note. The shares (which have not been issued at March 31, 2019) have been valued at $10,000. This cost will also be amortized over the life of the note. The Company received cash proceeds of $142,500. 2018 Notes The company entered into various convertible notes during 2018, aggregating $1,254,250. The notes all mature during 2019. During the three months ended March 31, 2019, three notes that came due during the period were extended to August 15, 2019. Pursuant to the terms of the extensions, we have agreed to issue one million shares of common stock for each month that the notes are outstanding, commencing in April 2019. During the three months ended March 31, 2019, the Company amortized $169,699 of debt discount and $14,102 of debt issue costs to interest expense. During the three months ended March 31, 2018, the Company amortized $57,084 of debt discount and $2,614 of debt issue costs to interest expense.

Derivative Liabilities

Derivative Liabilities	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 8. Derivative Liabilities	The Company has identified certain embedded derivatives related to its convertible notes. Since the notes are convertible into a variable number of shares or have a price reset feature, the conversion features of those notes are 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. February 2019 Note The Company identified embedded derivatives related to the conversion features of the February 2019 Note. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives as of the inception date of the note and to adjust the fair value as of each subsequent balance sheet date. The Company calculated the fair value of the embedded derivative at the inception of the note as $213,517, using the Black Scholes Model based on the following assumptions: (1) risk free interest rate of 2.54%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company's common stock of 240%; and (4) an expected life of 1 year. The initial fair value of the embedded debt derivative was allocated $142,500 as debt discount, which will be amortized to interest expense over the original term of the note, with the balance of $71,017 charged to expense at issue date as non-cash interest expense. 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 $2,600 for the three months ended March 31, 2019 and were charged to interest expense. During the three months ended March 31, 2019, the Company recorded expense of $83,007 related to the change in the fair value of the derivative. The fair value of the embedded derivative was $299,123 at March 31, 2019, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 2.4%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company's common stock of 245%; and (4) an expected life of 11 months. 2018 Notes The Company identified embedded derivatives related to the conversion features of the various 2018 notes. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the Dais derivatives as of the inception date of the note and to adjust the 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 $22,615 for the three months ended March 31, 2019 and were charged to interest expense. During the three months ended March 31, 2019, the Company recorded income of $154,913 related to the change in the fair value of the derivative. The fair value of the embedded derivative was $1,072,344 at March 31, 2019, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 2.41% - 2.44%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company's common stock of 248% - 298%; and (4) an expected life of 2 – 8 months. During the three months ended March 31, 2019, the Company issued 8,853,398 shares of common stock upon the conversion of $30,000 principal amount of notes and related accrued interest of $1,822. As a result of the conversions, derivative liability in the amount of $75,547 was extinguished.

Deferred Revenue

Deferred Revenue	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 9. Deferred Revenue	In December 2017, the Company and Zhejiang MENRED Environmental Tech Co, Ltd., Zhejiang Province, China (“Menred”), entered into a License and Supply Agreement (the “License and Supply Agreement”), effective December 21, 2017. Pursuant to the License and Supply 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 License and Supply 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 License and Supply Agreement. Also pursuant to the License and Supply 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 License and Supply Agreement has a ten-year term with mutually agreed upon five-year extensions. The Company recognized license revenue of $12,500 for each of the three month periods ended March 31, 2019 and 2018. Deferred revenue for the agreement was $436,156 and $448,656 at March 31, 2019 and December 31, 2018, respectively.

Litigation

Litigation	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 10. 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 the third quarter of 2015, the Company commenced an action for the cancellation of the 37,500,000 shares issued to Soex (the “Shares”) in connection with a Securities Purchase Agreement, dated January 21, 2014 (“Soex SPA”), and 3,750,000 shares issued to Zan Investment Advisory Limited (“Zan”), which is affiliated with Soex through Aifan Liu, who was appointed as a Company board observer by SOEX and her husband, Xinghong Hua. Sharon Han, General Manager and Chairwoman of Soex, served on our board pursuant to the provisions of the Soex SPA. Ms. Han resigned from the Board of Directors effective February 1, 2016. On April 24, 2014, we entered into a Distribution Agreement (the “Distribution Agreement”), with Soex to distribute certain of the Company’s products in China. As reported in the Company’s Form 10-K for the year ended December 31, 2014 and filed with the Securities and Exchange Commission on April 1, 2015, the Company was entitled to receive, pursuant to the Distribution Agreement, royalties and a $500,000 payment, of which $50,000 has been received, that was due on or before October 24, 2014. Further, the Company reported it had not received any royalties from Soex. Soex is in breach of the Distribution Agreement. As first reported in the Company’s Form 10-Q for the quarter ended June 30, 2015, the Company began pursuing legal action against Soex for breach of the Soex SPA and Distribution Agreement. On July 8, 2015, the Company filed a lawsuit in state courts in Florida against Soex and Zan. Pursuant to the Distribution Agreement, Soex is in material breach of the following: (1) Section 1(a) of the Distribution Agreement for Soex's failure to make a $225,000 payment to the Company for the appointment of Soex as the exclusive distributor of the Products in the Field and Territory (the "Distribution Payment Default") in accordance with the terms set forth in the Distribution Agreement. Such payment was due on October 20, 2014 (the "Payment Date"). (2) Section 8(b) of the Distribution Agreement for Soex's failure to make a $225,000 payment to the Company for the grant of the license and right to manufacture, sell, lease and distribute Products (excluding manufacture of MTM), and to use the Intellectual Property in connection therewith (the "License Payment Default" and, together with the Distribution Payment Default, the "Payment Default") in accordance with the terms set forth in the Distribution Agreement. Such payment was due on the Payment Date. (3) Section 15(b) of the Distribution Agreement for Soex's failure to issue to the Company 25% of the equity (the "Equity Default") of SOEX (Beijing) Environmental Protection Technology Company Limited (the "China Subsidiary"). As a result of the above, we terminated the Soex Distribution Agreement. As provided in Section 14(e) of the Soex Distribution Agreement, the Company has the right to enforce any obligation due to us by Soex. As a result, Soex still must (a) pay the remaining $450,000 due under the Distribution Agreement and the amount of Royalties due, plus interest at 1.5% per month (18% per year) with interest accruing from the date that payment was due and (b) issue to us 25% of the equity of SOEX (Beijing) Environmental Protection Technology Company Limited. As provided in Section 14(b), neither us nor Soex shall be liable for compensation, reimbursement or damages due to loss of profits on sales or anticipated sales or losses due to expenditures, investments or commitments made or in connection with the establishment, development or maintenance of the business. The Soex Litigation was moved to the U.S. District Court for the Middle District of Florida where Soex has instituted a counterclaim (Civil Docket Case #: 8:15-CV-02362-MSS-EAJ). On September 19, 2018, a pre-trial conference was held in Tampa finding a trial date set for October 22, 2018. The trial for the original case was held between October 22 and 24, 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 law suit 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-gong 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.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2019
Notes to Financial Statements
Note 11. Subsequent Events	No material events have occurred after March 31, 2019 that requires recognition or disclosure in the financial statements except as follows: The Company identified embedded derivatives related to the conversion features of the various 2018 notes. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the Dais derivatives as of the inception date of the note and to adjust the fair value as of each subsequent balance sheet date. After the three months ended March 31, 2019, the Company issued 27,887,414 shares of common stock upon the conversion of $48,040 principal amount of notes and related accrued interest of $3,375. As a result of the conversions, derivative liability in the amount of $51,415 was extinguished On April 16, 2019, the Company entered into a Eighteenth Amendment of the Loan and Security Agreement with a related party (described in Note 5), whereby the Maturity Date of the Note was extended to 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) May 30, 2019. As consideration for the modification of the Maturity Date the Company issued to the related party a warrant to purchase 20,000,000 shares of common stock with an exercise price of $0.01 with a ten-year exercise period.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2019
Significant Accounting Policies
Use of estimates	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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those 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.
Cash and cash equivalents	For the purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments with a maturity of three months or less to be cash equivalents. Cash and cash equivalents are maintained at financial institutions and, at times, balances may exceed federally insured limits. The Company has never experienced losses related to these balances.
Fair Value of Financial Instruments	The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, deferred revenue, customer deposits and notes payable are carried at historical cost. At March 31, 2019 and December 31, 2018 the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.
Inventory	Inventory consists of raw materials, work-in-process and finished goods and is stated at the lower of cost, determined by first-in, first-out method, or market. Market is determined based on the net realizable value, with appropriate consideration given to obsolescence, excessive levels, deterioration and other factors. At March 31, 2019 and December 31, 2018, the Company had $58,114 and $40,341 of raw materials, $8,258 and $12,191 of in-process inventory, and $14,063 and $652 of finished inventory, respectively. A reserve is recorded for any inventory deemed excessive or obsolete. No reserve is considered necessary at March 31, 2019 and December 31, 2018.
Property and equipment	Property and equipment are recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets ranging from 3 to 7 years. Leasehold improvements are amortized over the shorter of their estimated useful lives of 5 years or the related lease term. Depreciation expense was $9,866 and $9,865 for the three months ended March 31, 2019 and 2018, respectively. Gains and losses upon disposition are reflected in the Statements of Operations in the period of disposition. Maintenance and repair expenditures are charged to expense as incurred.
Intangible assets	Identified intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company’s existing intangible assets consist solely of patents. Patents are amortized over their estimated useful or economic lives of 17 to 20 years. Patent amortization expense was $6,504 and $377 for the three months ended March 31, 2019 and 2018, respectively. Based on current capitalized costs, total patent amortization expense is estimated to be approximately $17,000 per year for the next five years and thereafter.
Research and development expenses and funding proceeds	Expenditures for research and development are expensed as incurred. The Company incurred research and development costs of $74,687 and $84,129 for the three months ended March 31, 2019 and 2018, respectively. The Company accounts for proceeds received from government funding for research as a reduction in research and development costs. The Company recorded proceeds against research and development expenses on the Statements of Operations of $22,918 and $8,666 for the three months ended March 31, 2019 and 2018, respectively.
Revenue recognition	The Company has adopted the new revenue recognition guidelines in accordance with ASC 606, Revenue from Contracts with Customers (ASC 606), commencing from the period under this report. The Company analyzes its contracts to assess that they are within the scope and in accordance with ASC 606. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, whether for goods and services or licensing, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company acts as a principal in its revenue transactions as the Company is the primary obligor in the transactions. Generally, the Company recognizes revenue for its products upon shipment to customers, provided no significant obligations remain and collection is probable. In certain instances, the Company’s ConsERV system product may carry a limited warranty of up to two years for all parts contained therein with the exception of 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, 2019 and December 31, 2018, 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, 2019 and 2018, 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, 2019 and 2018, respectively. The Company accounts for revenue arrangements with multiple elements under the provisions of the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) Topic 605-25, “Revenue Recognition-Multiple-Element Arrangements.” In order 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.
Derivative liability	The Company has financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change.
Fair Value Measurements	The Company accounts for financial instruments in accordance with FASB Accounting Standards Codification (ASC) 820 “Fair value Measurement and Disclosures” (ASC 820). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). 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. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company has recorded a derivative liability for its convertible notes which contain variable conversion prices. The table below summarizes the fair values of our financial liabilities as of March 31, 2019: Fair Value at March 31, Fair Value Measurement Using 2019 Level 1 Level 2 Level 3 Derivative liability $ 1,371,467 $ - $ - $ 1,371,467 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, 2019: Balance at beginning of period $ 1,280,188 Additions to derivative instruments 238,732 Extinguished derivative liability (75,547 ) Gain on change in fair value of derivative liability (71,906 ) Balance at end of period $ 1,371,467
Earnings (loss) per share	Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and are excluded from the calculation. Common share equivalents of 478,309,011 and 76,692,403 were excluded from the computation of diluted earnings per share for the three ended March 31, 2019 and 2018, respectively, because their effect is anti-dilutive.
Recent Accounting Pronouncements	There are new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are have been adopted, or not yet effective as follows: In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The adoption of this ASU did not have a material effect on the Company's financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2019
Disclosure Significant Accounting Policies Tables Abstract
Derivative Financial Instruments	Fair Value at March 31, Fair Value Measurement Using 2019 Level 1 Level 2 Level 3 Derivative liability $ 1,371,467 $ - $ - $ 1,371,467
Reconciliation of derivative liability	Balance at beginning of period $ 1,280,188 Additions to derivative instruments 238,732 Extinguished derivative liability (75,547 ) Gain on change in fair value of derivative liability (71,906 ) Balance at end of period $ 1,371,467

Accrued Expenses, Other (Tables

Accrued Expenses, Other (Tables)	3 Months Ended
	Mar. 31, 2019
Accrued Expenses Other
Accrued Expenses	March 31, 2019 December 31, 2018 Accrued expenses, other $ 190,989 $ 174,489 Accrued interest 540,983 436,581 Accrued warranty costs 91,531 91,531 $ 823,503 $ 702,601

Convertible Notes Payable (Tabl

Convertible Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2019
Convertible Notes Payable
Convertible Notes Payable	March 31, 2019 December 31, 2018 Convertible notes payable, bearing interest at 8%-10% $ 1,409,250 $ 1,284,250 Unamortized debt discount (415,365 ) (440,315 ) Unamortized deferred debt issuance cost (30,125 ) (34,738 ) Total $ 963,760 $ 809,197 Current portion 963,760 809,197

Background Information (Details

Background Information (Details Narrative)	3 Months Ended
	Mar. 31, 2019
Background Information
Date of incorporation	Apr. 1993
State of incorporation	New York

Going Concern and Management'_2

Going Concern and Management's Plans (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2017
Going Concern And Managements Plans
Net loss	$ (563,457)	$ (708,409)
Accumulated deficit	(50,700,647)		$ (50,137,190)
Stockholders' deficit	(7,251,000)	(4,873,860)	(6,801,397)	$ (4,165,451)
Cash and cash equivalents	56,779	43,276	$ 29,300	$ 122,036
Net cash used by operating activities	$ (181,425)	$ (320,468)

Significant Accounting Polici_4

Significant Accounting Policies (Details 1) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Derivative Liability	$ 1,371,467	$ 1,280,188
Level 1 [Member]
Derivative Liability
Level 2 [Member]
Derivative Liability
Level 3 [Member]
Derivative Liability	$ 1,371,467

Significant Accounting Polici_5

Significant Accounting Policies (Details 2) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Significant Accounting Policies Details Abstract
Balance at beginning of period	$ 1,280,188
Additions to derivative instruments	238,732
Extinguished derivative liabilities	(75,547)
Gain on change in fair value of derivative liability	(71,906)	$ 108,574
Balance at end of period	$ 1,371,467

Significant Accounting Polici_6

Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Inventory raw materials	$ 58,114		$ 40,341
Inventory in process	8,258		12,191
Inventory finished goods	14,063		652
Depreciation and amortization expense	9,866	$ 9,866
Patent amortization expense	6,504	377
Future amortization expense, 2019	17,000
Future amortization expense, 2020	17,000
Future amortization expense, 2021	17,000
Future amortization expense, 2022	17,000
Future amortization expense, 2023	17,000
Future amortization expense, thereafter	17,000
Research and development costs	74,687	84,129
Research and development expenses, net of government grant	22,918	8,666
Accrued future warranty expenses	91,531		$ 91,531
License revenue	12,500	12,500
Royalty revenue	$ 0	$ 0
Common share excluded from diluted earnings per share	478,309,011	76,692,403
Description for product warranty	In certain instances, the Company’s ConsERV system product may carry a limited warranty of up to two years for all parts contained therein with the exception of 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.
Minimum [Member]
Property and equipment estimated useful life	3 years
Patents estimated useful life	17 years
Maximum [Member]
Property and equipment estimated useful life	7 years
Patents estimated useful life	20 years
Leasehold Improvements [Member]
Property plant and equipment, estimated useful lives	The shorter of their estimated useful lives of 5 years or the related lease term.

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Disclosure Accrued Expenses Other Details Abstract
Accrued expenses, other	$ 190,989	$ 174,489
Accrued interest	540,983	436,581
Accrued warranty costs	91,531	91,531
Accrued Expenses	$ 823,503	$ 702,601

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	1 Months Ended			3 Months Ended		12 Months Ended
	Jan. 28, 2019	Jun. 24, 2016	Feb. 27, 2015	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2018
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.
Risk free interest rate				2.40%
Dividend yield				0.00%
Volatility factor				245.00%
Expected life				11 months
Warrants issued for finance cost				$ 25,320
Building [Member]
Monthly rent expense				4,066
Loan And Security Agreement [Member] | Patricia Tangredi [Member]
Senior secured Promissory Note		$ 150,000
Senior secured debt, interest rate		12.00%
Senior secured debt, minimum interest payment		$ 2,000
Principal loan amount		$ 150,000		$ 1,401,000
Debt instrument maturity date	Apr. 8, 2019	Oct. 31, 2016		Apr. 8, 2019
Interest expense				$ 41,455	$ 39,413
Accrued interest				$ 303,356			$ 261,901
Description for the terms of repayment of senior debt		The Company is to pay the Holder the principal amount of $150,000 plus all interest due thereon 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) October 31, 2016 (the “Maturity Date”).
Issuance of common stock in lieu of cash payment to related party, Shares						480,000
Issuance of common stock in lieu of cash payment to related party, value						$ 17,200
Due to related party						$ 15,400
Loan And Security Agreement [Member] | Patricia Tangredi [Member] | Warrant [Member]
Shares issuable upon exercise of warrants or rights	2,000,000			28,250,000
Exercise price	$ 0.01			$ 0.01
Exercise period	10 years			10 years
Chief Executive Officer [Member]
Accrued compensation				$ 1,799,792			$ 1,772,623
The"Tangredi Employment Agreement Amendment" [Member] | Chief Executive Officer [Member]
Description for the conversion of unpaid compensation			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 as a result of the conversion. The Company has waived the conversion requirement from 2015 to the present
Change in control, terms of conversion of unpaid compensation			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

Equity Transactions (Details Na

Equity Transactions (Details Narrative)	Nov. 01, 2018$ / sharesshares	Mar. 31, 2019USD ($)Integer$ / sharesshares	Dec. 31, 2018$ / sharesshares
Common stock par value | $ / shares		$ 0.01	$ 0.01
Common stock shares authorized		1,100,000,000	1,100,000,000
Preferred stock shares authorized		7,990,000	7,990,000
Preferred stock, shares issued		0	0
Preferred stock, par value | $ / shares		$ 0.01	$ 0.01
Debt instrument converted amount, principal | $		$ 30,000
Debt instrument converted amount, accrued interest | $		$ 1,822
Common stock shares issued upon conversion of debt		8,853,398
Preferred Class A [Member]
Preferred stock shares authorized		2,000,000
Preferred stock, number of votes | Integer		150
Conversion price description		75% of the average closing price for the 30 trading days prior to the election to convert. At no time will the Company convert any of the Stated Amount into common stock if that would result in the Holder beneficially owning more than 49% of the sum of the voting power of the Company’s outstanding shares of common stock plus the voting power of the Class A Preferred Stock.
Preferred Class B [Member]
Preferred stock shares authorized		10,000
Preferred stock, number of votes | Integer		150
Voting right description		equal to 51% of the votes to approve certain corporate actions,
Preferred stock redemption price per share | $ / shares		$ 0.01
Class B Redeemable Preferred Stock [Member] | Timothy N. Tangredi [Member]
Preferred stock, shares issued	10
Preferred stock, par value | $ / shares	$ 0.01
Preferred Stock, stated value | $ / shares	$ 1.50
Chief Executive Officer [Member]
Preferred stock description	in exchange for $15, pursuant to approval of the Board of Directors of the Company.

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)	Mar. 31, 2019	Dec. 31, 2018
Disclosure Convertible Notes Payable Details Abstract
Convertible notes payable, bearing interest at 8%-10%	$ 1,409,250	$ 1,284,250
Unamortized debt discount	(415,365)	(440,315)
Unamortized deferred debt issuance cost	(30,125)	(34,738)
Total	963,760	809,197
Current portion	$ 963,760	$ 809,197

Convertible Notes Payable (De_2

Convertible Notes Payable (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Feb. 20, 2019	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Debt issue costs		$ 14,102	$ 2,614
Debt discount		169,699	$ 57,084
2018 Notes [Member]
Convertible notes payable				$ 1,254,250
Maturity date description				The notes all mature during 2019.
February 2019 Note [Member]
Convertible notes payable	$ 155,000
Maturity date of convertible notes payable	Feb. 20, 2019
Original issue discount	$ 12,500
Common stock issuable. shares	1,000,000
Common stock issuable. value	$ 10,000
Cash proceeds	$ 142,500
Description of conversion price	Conversion price of 60% of the lowest trading price for 15 days prior to conversion.
Interest rate	8.00%
Debt discount		$ 142,500

Derivative Liabilities (Details

Derivative Liabilities (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Fair value of embedded derivative	$ 299,123
Risk free interest rate	2.40%
Dividend yield	0.00%
Volatility	245.00%
Expected life	11 months
Debt discount	$ 169,699	$ 57,084
Interest expense	440,314	$ 227,359
Change in fair value of derivative recorded income/expense	83,007
Debt instrument converte amount, principal	30,000
Debt instrument converte amount, accrued interest	$ 1,822
Common stock shares issued upon conversion of debt	8,853,398
Gain on change in fair value of derivative liability	$ 75,547
February 2019 Note [Member]
Fair value of embedded derivative	$ 213,517
Risk free interest rate	2.54%
Dividend yield	0.00%
Volatility	240.00%
Expected life	1 year
Debt discount	$ 142,500
Interest expense	2,600
Non cash interest expense	71,017
2018 Notes [Member]
Fair value of embedded derivative	$ 1,072,344
Dividend yield	0.00%
Interest expense	$ 22,615
Change in fair value of derivative recorded income/expense	$ 154,913
2018 Notes [Member] | Minimum [Member]
Risk free interest rate	2.41%
Volatility	248.00%
Expected life	2 months
2018 Notes [Member] | Maximum [Member]
Risk free interest rate	2.44%
Volatility	298.00%
Expected life	8 months

Deferred Revenue (Details Narra

Deferred Revenue (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2018
License revenue	$ 12,500	$ 12,500
Deferred revenue	$ 436,156			$ 448,656
Zhejiang Province [Member]
License and supply 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 License and Supply Agreement has a ten-year term with mutually agreed upon five-year extensions

Litigation (Details Narrative)

Litigation (Details Narrative) - USD ($)	Jul. 08, 2015	Apr. 24, 2014	Sep. 30, 2017	Sep. 30, 2015
Soex [Member]
Royalty payments paid		$ 500,000
Royalty received		$ 50,000
Payment due date	Oct. 20, 2014
Failure to make payment	$ 225,000
Percentage of equity default	25.00%
Soex [Member] | Securities Purchase Agreement [Member]
Cancellation of share issued				37,500,000
Soex [Member] | Employment Agreement [Member]
Percentage of equity default			25.00%
Remaining balance to pay			$ 450,000
Interest rate per month			1.50%
Interest rate per year			18.00%
Zan [Member]
Failure to make payment	$ 225,000
Zan [Member] | Securities Purchase Agreement [Member]
Cancellation of share issued				3,750,000

Subsequent Event (Details Narra

Subsequent Event (Details Narrative) - Subsequent Event [Member] - USD ($)	1 Months Ended	3 Months Ended
	Apr. 16, 2019	Mar. 31, 2019
Debt conversion converted instrument, shares issued		27,887,414
Debt conversion converted amount, principal		$ 48,040
Debt conversion converted amount, accrued interest		3,375
Derivative liability		$ 51,415
Eighteenth Amendment [Member]
Loan and security agreement description	(i) the date upon which the Company secures funds, regardless of source, equal to or exceeding, in the aggregate, $1,000,000 or (ii) May 30, 2019. As consideration for the modification of the Maturity Date the Company issued to the related party a warrant to purchase 20,000,000 shares of common stock with an exercise price of $0.01 with a ten-year exercise period.