Dais (DLYT) 10-Q 14 Aug 20 2020 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2020	Aug. 14, 2020
Cover [Abstract]
Entity Registrant Name	DAIS Corp
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	Jun. 30, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020
Entity Common Stock Shares Outstanding		278,128
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2020	Dec. 31, 2019
CURRENT ASSETS:
Cash	$ 83,107	$ 4,083
Accounts receivable, net	35,605	12,883
Other receivables	8,594	34,144
Inventory	61,903	91,281
Prepaid expenses	87,004	32,362
Total Current Assets	276,213	174,753
Property and equipment, net	17,259	30,957
OTHER ASSETS:
Deposits	4,780	4,780
Patents, net	151,554	146,135
Total Other Assets	156,334	150,915
TOTAL ASSETS	449,806	356,625
CURRENT LIABILITIES:
Accounts payable, including related party payables of $272,774 and $280,247 at June 30, 2020 and December 31, 2019, respectively	944,931	952,415
Accrued expenses, other, including interest due to related party of $558,302 and $444,476 at June 30, 2020 and December 31, 2019, respectively	1,247,294	1,034,745
Accrued compensation and related benefits	2,068,114	2,019,777
Customer deposits	57,725	91,742
Notes payable to related parties	1,957,600	1,822,600
Current portion of deferred revenue	373,656	398,656
Notes payable	54,000	0
Derivative liabilities	2,026,219	2,349,471
Convertible notes payable, net of unamortized debt discount and deferred debt issuance costs	1,453,960	1,346,213
Total Current Liabilities	10,183,499	10,015,619
Notes payable - due after one year	294,750
Note payable - related party - due after one year	10,000	10,000
Total Liabilities	10,488,249	10,025,619
STOCKHOLDERS' DEFICIT
Common stock; $0.01 par value; 1,100,000,000 shares authorized; 278,757 shares issued and 278,128 shares outstanding at June 30, 2020 and December 31, 2019, respectively	2,788	2,788
Capital in excess of par value	45,976,660	45,976,660
Accumulated deficit	(54,555,779)	(54,186,330)
Total	(8,576,331)	(8,206,882)
Treasury stock at cost, 629 shares at June 30, 2020 and December 31, 2019, respectively	(1,462,112)	(1,462,112)
Total Stockholders' Deficit	(10,038,443)	(9,668,994)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	449,806	356,625
Preferred Stock, Series B [Member]
STOCKHOLDERS' DEFICIT
Preferred stock, Series B; $0.01 par value; 10,000 shares authorized; 10 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively	0	0
Preferred Stock Series A [Member]
STOCKHOLDERS' DEFICIT
Preferred stock, Series A; $0.01 par value; 2,000,000 shares authorized; no shares issued and outstanding	0	0
Preferred Stock Undesignated [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 ($)	Jun. 30, 2020	Dec. 31, 2019
CURRENT LIABILITIES
Accounts payable, including related party payables	$ 272,774	$ 280,247
Accrued expenses, other, including interest due to related party	$ 558,302	$ 444,476
LIABILITIES AND STOCKHOLDERS' DEFICIT
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	278,757	278,128
Common stock, shares outstanding	278,757	278,128
Preferred stock, shares issued	0	0
Preferred Stock, Series B [Member]
LIABILITIES AND STOCKHOLDERS' DEFICIT
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 Series A [Member]
LIABILITIES AND STOCKHOLDERS' DEFICIT
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
Preferred Stock Undesignated [Member]
LIABILITIES AND STOCKHOLDERS' DEFICIT
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

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
REVENUE
Sales	$ 193,074	$ 200,258	$ 468,032	$ 570,098
Royalty and license fees	12,500	12,500	25,000	25,000
Revenue, net	205,574	212,758	493,032	595,098
COST OF GOODS SOLD	126,745	184,949	268,219	358,807
GROSS MARGIN	78,829	27,809	224,813	236,291
OPERATING EXPENSES
Research and development, net of government grant proceeds of $18,824, $10,489, $57,334 and $33,407, respectively	33,931	64,066	74,226	115,835
Selling, general and administrative	260,839	310,313	516,744	745,148
TOTAL OPERATING EXPENSES	294,770	374,379	590,970	860,983
LOSS FROM OPERATIONS	(215,941)	(346,570)	(366,157)	(624,692)
OTHER INCOME (EXPENSE)
Interest expense	(234,494)	(629,073)	(588,490)	(1,101,448)
Change in fair value of derivative liabilities	1,911,951	178,231	585,198	202,493
Gain on extinguishment of debt	0	45,476	0	53,549
TOTAL OTHER INCOME (EXPENSE), NET	1,677,457	(405,366)	(3,292)	(845,406)
NET INCOME (LOSS)	$ 1,461,516	$ (751,936)	$ (369,449)	$ (1,470,098)
NET INCOME (LOSS) PER COMMON SHARE, BASIC	$ 5.26	$ (7.90)	$ (1.33)	$ (17.19)
NET LOSS PER COMMON SHARE, DILUTED	$ (0.02)	$ (7.90)	$ (1.33)	$ (17.19)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC	278,128	95,167	278,128	85,523
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, DILUTED	16,964,471	95,167	278,128	85,523

CONDENSED STATEMENT OF STOCKHOL

CONDENSED STATEMENT OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($)	Total	Preferred Stock	Common Stock	Capital in Excess of Par Value [Member]	Accumulated Deficit	Treasury Stock [Member]
Balance, shares at Dec. 31, 2018		10	74,910
Balance, amount at Dec. 31, 2018	$ (6,801,397)	$ 0	$ 749	$ 44,797,156	$ (50,137,190)	$ (1,462,112)
Shares issued upon conversion of debt, shares		10	4,427
Shares issued upon conversion of debt, amount	88,534	$ 0	$ 44	88,490	0	0
Adjustment for fractions, shares			277
Adjustment for fractions, amount	0	$ 0	$ 3	(3)	0	0
Warrants issued for finance cost	25,320	0	0	25,320	0	0
Net loss for the three months ended March 31, 2019	(718,162)	0	0	0	(718,162)	0
Balance, amount at Mar. 31, 2019	(7,405,705)	$ 0	$ 796	44,910,963	(50,855,352)	(1,462,112)
Balance, shares at Mar. 31, 2019		10	79,614
Balance, shares at Dec. 31, 2018		10	74,910
Balance, amount at Dec. 31, 2018	(6,801,397)	$ 0	$ 749	44,797,156	(50,137,190)	(1,462,112)
Net loss for the three months ended March 31, 2019	(1,470,098)
Balance, amount at Jun. 30, 2019	(7,626,188)	$ 0	$ 1,266	45,441,946	(51,607,288)	(1,462,112)
Balance, shares at Jun. 30, 2019		10	126,600
Balance, shares at Mar. 31, 2019		10	79,614
Balance, amount at Mar. 31, 2019	(7,405,705)	$ 0	$ 796	44,910,963	(50,855,352)	(1,462,112)
Shares issued upon conversion of debt, shares			46,436
Shares issued upon conversion of debt, amount	379,609	$ 0	$ 465	379,144	0	0
Warrants issued for finance cost	141,844	0	0	141,844	0	0
Net loss for the three months ended March 31, 2019	(751,936)	$ 0	$ 0	0	(751,936)	0
Shares issued for finance cost, shares			550
Shares issued for finance cost, amount	10,000	$ 0	$ 5	9,995	0	0
Balance, amount at Jun. 30, 2019	(7,626,188)	$ 0	$ 1,266	$ 45,441,946	(51,607,288)	(1,462,112)
Balance, shares at Jun. 30, 2019		10	126,600
Balance, shares at Dec. 31, 2019		10	278,757
Balance, amount at Dec. 31, 2019	(9,668,994)	$ 0	$ 2,788	$ 45,976,660	(54,186,330)	(1,462,112)
Net loss for the three months ended March 31, 2019	(1,830,965)	0	0	0	(1,830,965)	0
Balance, amount at Mar. 31, 2020	(11,499,959)	$ 0	$ 2,788	$ 45,976,660	(56,017,295)	(1,462,112)
Balance, shares at Mar. 31, 2020		10	278,757
Balance, shares at Dec. 31, 2019		10	278,757
Balance, amount at Dec. 31, 2019	(9,668,994)	$ 0	$ 2,788	$ 45,976,660	(54,186,330)	(1,462,112)
Net loss for the three months ended March 31, 2019	(369,449)
Balance, amount at Jun. 30, 2020	(10,038,443)	$ 0	$ 2,788	$ 45,976,660	(54,555,779)	(1,462,112)
Balance, shares at Jun. 30, 2020		10	278,757
Balance, shares at Mar. 31, 2020		10	278,757
Balance, amount at Mar. 31, 2020	(11,499,959)	$ 0	$ 2,788	$ 45,976,660	(56,017,295)	(1,462,112)
Net loss for the three months ended March 31, 2019	1,461,516	0	0	0	1,461,516	0
Balance, amount at Jun. 30, 2020	$ (10,038,443)	$ 0	$ 2,788	$ 45,976,660	$ (54,555,779)	$ (1,462,112)
Balance, shares at Jun. 30, 2020		10	278,757

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (369,449)	$ (1,470,098)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of deferred debt issue costs	5,848	26,824
Depreciation and amortization	22,349	25,031
Change in fair value of derivative liability	(585,198)	(202,493)
Non-cash interest expenses	261,946	527,316
Amortization of debt discount	101,899	350,385
Gain on extinguishment of debt	0	(53,549)
Legal fees paid through proceeds of notes payable	0	75,000
(Increase) decrease in:
Accounts receivable	(22,722)	25,860
Inventory	29,378	(58,446)
Other receivables	25,550	(12,774)
Prepaid expenses/Other assets	(54,642)	(35,241)
Increase (decrease) in:
Accounts payable	(7,484)	206,291
Accrued expenses	260,886	283,399
Customer deposits	(34,017)	50,064
Deferred revenue	(25,000)	(25,000)
Net cash used in operating activities	(390,656)	(287,431)
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in patent costs	(14,070)	(3,947)
Net cash used in investing activities	(14,070)	(3,947)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable - related parties	135,000	169,000
Proceeds from notes payable	348,750	142,500
Repayment of note	0	(33,680)
Net cash provided by financing activities	483,750	277,820
Net increase (decrease) in cash	79,024	(13,558)
Cash, beginning of period	4,083	29,300
Cash, end of period	83,107	15,742
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	0	9,111
NON-CASH FINANCING AND FINANCING ACTIVITIES
Issuance of common stock upon conversion of notes and accrued interest	0	468,143
Notes and accrued interest converted to common stock	0	191,926
Debt costs deducted from proceeds of note	0	16,250
Issuance of shares for finance cost	0	10,000
Issuance of warrants for debt modification	0	167,164
Initial derivative liability at issuance of notes	0	524,999
Initial debt discount at issuance of notes	$ 0	$ 221,250

Background Information

Background Information	6 Months Ended
	Jun. 30, 2020
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. The first 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 second commercial product is NanoClear, a water clean-up process useful in the creation of potable water from most forms of contaminated water including industrial process wastewater (petrochemical, steel, etc.) sea, brackish, or wastewater. We continue to develop other nano-structured polymer technology applications in HVAC/Refrigeration, energy, food services and wastewater treatment industries.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, 2019 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 2, 2020. The results of operations for the three and six month periods ended June 30, 2020 are not necessarily indicative of the results that may be expected for any future quarters or for the entire year ending December 31, 2020.

Going Concern and Managements P

Going Concern and Managements Plans	6 Months Ended
	Jun. 30, 2020
Going Concern and Managements 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. For the six months ended June 30, 2020, the Company generated a net loss of $369,449 and has incurred significant losses since inception. As of June 30, 2020, the Company has an accumulated deficit of $54,555,779, total stockholders’ deficit of $10,038,443, negative working capital of $9,907,286 and cash of $83,107. The Company used $390,656 and $287,431 of cash in operations during the six months ended June 30, 2020 and 2019, 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: 1. The Company is actively working with targeted third parties who have or are interested in licensing, purchasing the rights to, or establishing a joint venture to commercialize applications of the Company’s technology; 2. The Company continues to seek capital from key 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; and 3. The Company is actively working with newer investors, private equity companies, purchase order financing parties, and its existing debt holders to restructure its existing debt, and obtain short and long-term working and growth capital. 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	6 Months Ended
	Jun. 30, 2020
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 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 June 30, 2020 and December 31, 2019, which is included in accrued expenses, other. Royalty revenue is recognized as earned. The Company recognized royalty revenue of $0 for the three and six months ended June 30, 2020 and 2019, 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 June 30, 2020 and 2019, respectively and $25,000 and $25,000 for the six months ended June 30, 2020 and 2019, respectively. The Company accounts for revenue arrangements with multiple elements under the provisions of 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. 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. 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 June 30, 2020: Fair Value at June 30, Fair Value Measurement Using 2020 Level 1 Level 2 Level 3 Derivative liability $ 2,026,219 $ - $ - $ 2,026,219 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the six months ended June 30, 2020 and 2019: June 30, June 30, 2020 2019 Balance, beginning of period $ 2,349,471 $ 1,280,188 Additions 261,946 573,902 Extinguished derivative liability - (375,027 ) Change in fair value of derivative liabilities (585,198 ) (202,493 ) Balance, end of period $ 2,026,219 $ 1,276,570 Earnings (loss) per share Reconciliation of diluted loss per share for the three months ended June 30, 2020 is as follows: Three Months Ended Net income $ 1,461,516 Income attributable to convertible notes (1,911,951 ) Expense attributable to convertible debentures 167,959 Diluted loss attributable to common shareholders $ (282,476 ) Basic shares outstanding 278,128 Convertible instruments 16,686,343 Diluted shares outstanding 16,964,471 Diluted loss per share $ (0.02 ) Recent Accounting Pronouncements - In December 2019, the FASB issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes Other recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Accrued Expenses Other

Accrued Expenses Other	6 Months Ended
	Jun. 30, 2020
Accrued Expenses Other
Note 4. Accrued Expenses, Other	Accrued expenses, other consists of the following: June 30, December 31, 2020 2019 Accrued expenses, other $ 159,907 $ 166,158 Accrued interest 995,856 777,056 Accrued warranty costs 91,531 91,531 $ 1,247,294 $ 1,034,745

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2020
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 related to this lease of $12,198 and $12,198 for the three months ended June 30, 2020 and 2019, respectively and $24,396 and $24,396 for the six months ended June 30, 2020 and 2019, 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 June 30, 2020 and December 31, 2019 of $1,930,802 and $1,882,464, 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 N. 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 June 30, 2020, the Holder extended the Note pursuant to various amendments. Pursuant to the amendments, the principal amount due was increased to $1,957,600 with an extended maturity date of July 15, 2020. As of the date of filing, the maturity date has been extended to August 20, 2020. The Company is using the proceeds of the Note and related amendments for working capital purposes. Interest expense on the Note was $57,866 and $42,901 for the three-month periods ended June 30, 2020 and 2019, respectively and $113,526 and $84,356 for the six-month periods ended June 30, 2020 and 2019, respectively. Accrued interest on the Note was $557,852 and $444,326 at June 30, 2020 and December 31, 2019, respectively. During May 2019 Dais Holdings Corp. (Dais Holdings”) was formed in Vancouver, B.C. and is wholly owned by our Chief Executive Officer. Dais Holdings’ purpose is to facilitate debt financing in Europe. The intent is for Dais Holdings to enter into the debt transactions. It will then immediately loan any proceeds received to the Company on the same or similar terms as the European debt. To date, Dais Holdings has not entered into any transactions and Dais Corporation has not received any funding from Dais Holdings. The Company has paid the professional and other fees for setting up the Dais Holdings structure, aggregating $150,000. Ultimately, Dais Corporation will benefit from the Dais Holdings capital raise activities, and therefore has borne the cost. The costs have been expensed as incurred. On October 12, 2019, the Company entered into 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 matures on October 12, 2021. Interest expense was $150 and $300 for the three and six months ended June 30, 2020, respectively. Accrued interest at June 30, 2020 and December 31, 2019 was $450 and $150, respectively. 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	6 Months Ended
	Jun. 30, 2020
Equity Transactions
Note 6. Equity Transactions	Preferred Stock At June 30, 2020 and December 31, 2019, 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 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. 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 B 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 Timothy N. Tangredi ceases, for any reason, to serve as an officer, director, or consultant of the Company. Common Stock At June 30, 2020 and December 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. 2019 Transactions: During the six months ended June 30, 2019, the Company issued 50,863 shares of common stock upon the conversion of $179,080 principal amount of notes and related accrued interest of $12,846. During the six months ended June 30, 2019, the Company issued 550 shares of common stock, valued at $10,000, as a finance cost.

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2020
Notes Payable
Note 7. Notes Payable	Paycheck Protection Program Loan On April 29, 2020, the Company received $144,750 in a loan borrowed from a bank pursuant to the Paycheck Protection Program under the CARES Act guaranteed by the Small Business Administration (“SBA”), which we expect to be forgiven in part or in full, subject to our compliance with the conditions of the Paycheck Protection Program. If not forgiven, the terms on the note provide for interest at 1% per year and the note mature in 24 months, with 18 monthly payments of $8,146 beginning after the initial 6 month deferral period for payments. Small Business Administration Loan On June 12, 2020, the Company received $150,000 in a loan borrowed from the SBA. Installment payments, including principal and interest, of $731 monthly, will begin 12 months from the date of the note. The balance of principal and interest will mature 30 years from the date of the note. Interest will accrue at the rate of 3.75% per year. Secured Promissory Note On April 3, 2020, the Company received $54,000 pursuant to a secured promissory note. The note bears interest at 10% per year and matured on June 25, 2020. The note provides for a minimum payment of $7,500 for fees and expenses incurred by the lender. The note is secured by the Company’s receivables, inventory and interest in a certain purchase order issued to the Company by a customer. The note was not paid at maturity, but the principal amount, interest, and fees were all subsequently paid on August 3, 2020.

Convertible Notes Payable

Convertible Notes Payable	6 Months Ended
	Jun. 30, 2020
Notes Payable
Note 8. Convertible Notes Payable	The Company’s convertible promissory notes at June 30, 2020 and December 31, 2019 are as follows: June 30, 2020 December 31, 2019 Convertible notes payable, bearing interest at 8-10% $ 1,453,960 $ 1,453,960 Unamortized debt discount - (101,899 ) Unamortized deferred debt issuance cost - (5,848 ) Total 1,453,960 1,346,213 Current portion $ 1,453,960 $ 1,346,213 The Company entered various convertible notes during 2019, aggregating $412,500 at June 30, 2020. The notes all mature during 2020. The Company entered various convertible notes during 2018, aggregating $1,041,460 at June 30, 2020. The notes all matured during 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 five hundred shares of common stock for each month that the notes are outstanding, commencing in April 2019. The shares have not been issued at June 30, 2020. We have accrued $1,056 and $27,300 as interest expense during the three months ended June 30, 2020 and 2019, respectively, for the shares due for the extensions. We have accrued $1,914 and $27,300 as interest expense during the six months ended June 30, 2020 and 2019 for the shares due for the extensions. All notes are currently being renegotiated. Accrued interest related to the shares is $36,237 for an aggregate of 22,000 shares. During the three months ended June 30, 2020, the Company amortized $20,373 of debt discount and $1,250 of debt issue costs to interest expense. During the six months ended June 30, 2020, the Company amortized $101,899 of debt discount and $5,848 of debt issue costs to interest expense. During the three months ended June 30, 2019, the Company amortized $158,186 of debt discount and $12,723 of debt issue costs to interest expense. During the six months ended June 30, 2019, the Company amortized $327,885 of debt discount and $26,825 of debt issue costs to interest expense. Debt conversions During the six months ended June 30, 2019, the Company issued 50,863 shares of common stock with a value of $468,143 upon the conversion of $179,080 principal amount of notes and related accrued interest and costs of $12,846. Unamortized debt discount and debt costs of $43,086 and $2,175, respectively, were charged against gain on extinguishment of debt at the time of redemption. In addition, $375,027 of derivative liability was extinguished. The company recorded gain on extinguishment of debt of $53,549.

Derivative Liabilities

Derivative Liabilities	6 Months Ended
	Jun. 30, 2020
Derivative Liabilities
Note 9. 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. 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 $97,254 and $26,156 for the three months ended June 30, 2020 and 2019, respectively, and $261,946 and $51,569 for the six months ended June 30, 2020 and 2019, respectively and were charged to interest expense. During the three and six months ended June 30, 2020, the Company recorded income of $1,911,951 and $585,198 related to the change in the fair value of the derivatives. The fair value of the embedded derivatives was $2,026,219 at June 30, 2020, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 0.16%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 615%; and (4) an expected life of 6 months. During the three and six months ended June 30, 2019, the Company recorded income of $178,231 and $202,493 related to the change in the fair value of the derivative. During the six months ended June 30, 2019, the Company issued 50,863 shares of common stock with a value of $468,143 upon the conversion of $179,080 principal amount of notes and related accrued interest and costs of $12,846. As a result of the conversions, $375,027 of derivative liability was extinguished. The company recorded gain on extinguishment of debt of $53,549.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2020
Significant Accounting Policies
Note 10. 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 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€ 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 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.

Subsequent Event

Subsequent Event	6 Months Ended
	Jun. 30, 2020
Subsequent Event
Note 11. Subsequent Events	No material events have occurred after June 30, 2020 that requires recognition or disclosure in the financial statements except as follows: On July 15, 2020, the Company entered into a Twenty Fifth 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, $1,957,600 or (ii) August 20, 2020.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2020
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 derivative liabilities, valuation allowance on deferred taxes and the warranty reserve.
Revenue recognition	The Company recognizes revenue in accordance with Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers (ASC 606). 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 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 June 30, 2020 and December 31, 2019, which is included in accrued expenses, other. Royalty revenue is recognized as earned. The Company recognized royalty revenue of $0 for the three and six months ended June 30, 2020 and 2019, 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 June 30, 2020 and 2019, respectively and $25,000 and $25,000 for the six months ended June 30, 2020 and 2019, respectively. The Company accounts for revenue arrangements with multiple elements under the provisions of 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.
Cash and cash equivalents	For 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 had no uninsured balances at June 30, 2020 and December 31, 2019. The Company has never experienced any losses related to these balances. The company does not have any cash equivalents.
Concentrations	At June 30, 2020, one customer accounted for 100% of accounts receivable. At December 31, 2019, one customer accounted for 77% of accounts receivable. For the six months ended June 30, 2020, three customers accounted for 75% of total revenue. For the six months ended June 30, 2019, four customers accounted for 75% of total revenue.
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 June 30, 2020 and December 31, 2019 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 June 30, 2020 and December 31, 2019, the Company had $25,092 and $85,456 of raw materials, $3,723 and $4,101 of in-process inventory and $33,088 and $1,724 of finished goods inventory, respectively. A reserve is recorded for any inventory deemed excessive or obsolete. No reserve is recorded at June 30, 2020 and December 31, 2019, respectively.
Property and equipment	Property and equipment is 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 $7,315 and $2,856 for the three months ended June 30, 2020 and 2019, respectively, and $13,698 and $12,722 for the six months ended June 30, 2020 and 2019, respectively. Gains and losses upon disposition are reflected in the Statement of Operations in the period of disposition. Maintenance and repair expenditures are charged to expense as incurred. There were no dispositions of property and equipment in 2020 or 2019.
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 years. Patent amortization expense was $4,313 and $5,805 for the three months ended June 30, 2020 and 2019, respectively and $8,651 and $12,309 for the six months ended June 30, 2020 and 2019, 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 $52,755 and $74,555 for the three months ended June 30, 2020 and 2019, respectively and $131,560 and $149,242 for the six months ended June 30, 2020 and 2019, 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 $18,824 and $10,489 for the three months ended June 30, 2020 and 2019, respectively and $57,334 and $33,407 for the six months ended June 30, 2020 and 2019, respectively.
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 ASC 820 “Fair value Measurement and Disclosures”. 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 June 30, 2020: Fair Value at June 30, Fair Value Measurement Using 2020 Level 1 Level 2 Level 3 Derivative liability $ 2,026,219 $ - $ - $ 2,026,219 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the six months ended June 30, 2020 and 2019: June 30, June 30, 2020 2019 Balance, beginning of period $ 2,349,471 $ 1,280,188 Additions 261,946 573,902 Extinguished derivative liability - (375,027 ) Change in fair value of derivative liabilities (585,198 ) (202,493 ) Balance, end of period $ 2,026,219 $ 1,276,570
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 545,083 were excluded from the computation of diluted earnings per share for the three months ended June 30, 2019 and 16,937,178 and 545,083 were excluded from the computation of diluted earnings per share for and the six months ended June 30, 2020 and 2019, respectively, because their effect is anti-dilutive. Reconciliation of diluted loss per share for the three months ended June 30, 2020 is as follows: Three Months Ended June 30, 2020 Net income $ 1,461,516 Income attributable to convertible notes (1,911,951 ) Expense attributable to convertible debentures 167,959 Diluted loss attributable to common shareholders $ (282,476 ) Basic shares outstanding 278,128 Convertible instruments 16,686,343 Diluted shares outstanding 16,964,471 Diluted loss per share $ (0.02 )
Recent Accounting Pronouncements	There are new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective as follows: In December 2019, the FASB issued ASU 2019-12, “ Simplifying the Accounting for Income Taxes Other recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2020
Significant Accounting Policies
Schedule of fair value of derivative liability	Fair Value at June 30, Fair Value Measurement Using 2020 Level 1 Level 2 Level 3 Derivative liability $ 2,026,219 $ - $ - $ 2,026,219
Schedule of reconciliation of the derivative liability	June 30, June 30, 2020 2019 Balance, beginning of period $ 2,349,471 $ 1,280,188 Additions 261,946 573,902 Extinguished derivative liability - (375,027 ) Change in fair value of derivative liabilities (585,198 ) (202,493 ) Balance, end of period $ 2,026,219 $ 1,276,570
Schedule of reconciliation of diluted loss per share	Three Months Ended June 30, 2020 Net income $ 1,461,516 Income attributable to convertible notes (1,911,951 ) Expense attributable to convertible debentures 167,959 Diluted loss attributable to common shareholders $ (282,476 ) Basic shares outstanding 278,128 Convertible instruments 16,686,343 Diluted shares outstanding 16,964,471 Diluted loss per share $ (0.02 )

Accrued Expenses Other (Tables)

Accrued Expenses Other (Tables)	6 Months Ended
	Jun. 30, 2020
Accrued Expenses Other (Tables)
Schedule of accrued expenses, other	June 30, December 31, 2020 2019 Accrued expenses, other $ 159,907 $ 166,158 Accrued interest 995,856 777,056 Accrued warranty costs 91,531 91,531 $ 1,247,294 $ 1,034,745

Convertible Notes Payable (Tabl

Convertible Notes Payable (Tables)	6 Months Ended
	Jun. 30, 2020
Convertible Notes Payable (Tables)
Schedule of convertible notes payable	June 30, 2020 December 31, 2019 Convertible notes payable, bearing interest at 8-10% $ 1,453,960 $ 1,453,960 Unamortized debt discount - (101,899 ) Unamortized deferred debt issuance cost - (5,848 ) Total 1,453,960 1,346,213 Current portion $ 1,453,960 $ 1,346,213

Going Concern and Management's

Going Concern and Management's Plans (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Equity Transactions
Net loss	$ 1,461,516	$ (1,830,965)	$ (751,936)	$ (718,162)	$ (369,449)	$ (1,470,098)
Accumulated deficit	(54,555,779)				(54,555,779)		$ (54,186,330)
Total stockholders' deficit	(10,038,443)	$ (11,499,959)	(7,626,188)	$ (7,405,705)	(10,038,443)	(7,626,188)	(9,668,994)	$ (6,801,397)
Working capital deficit	(9,907,286)				(9,907,286)
Net cash used in operating activities					(390,656)	(287,431)
Cash and cash equivalents	$ 83,107		$ 15,742		$ 83,107	$ 15,742	$ 4,083	$ 29,300

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2019	Dec. 31, 2018
Derivative Liability	$ 2,026,219	$ 2,349,471	$ 1,276,570	$ 1,280,188
Level 1 [Member]
Derivative Liability	0
Level 2 [Member]
Derivative Liability	0
Level 3 [Member]
Derivative Liability	$ 2,026,219

Significant Accounting Polici_5

Significant Accounting Policies (Details 1) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Significant Accounting Policies
Balance, beginning of period	$ 2,349,471	$ 1,280,188
Additions	261,946	573,902
Extinguished derivative liability	0	(375,027)
Change in fair value of derivative liabilities	(585,198)	(202,493)
Balance, end of period	$ 2,026,219	$ 1,276,570

Significant Accounting Polici_6

Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Accrued warranty costs	$ 91,531		$ 91,531		$ 91,531
Patent amortization expense	4,313	$ 5,805	$ 8,651	$ 12,309
Common share excluded from diluted earnings per share		545,083	16,937,178	545,083
Inventory raw materials	25,092		$ 25,092		85,456
Inventory in process	3,723		3,723		4,101
Inventory finished goods	33,088		33,088		$ 1,724
Depreciation expense	7,315	$ 2,856	13,698	$ 12,722
Future amortization expense, 2020	17,000		17,000
Future amortization expense, 2021	17,000		17,000
Future amortization expense, 2022	17,000		17,000
Future amortization expense, 2023	17,000		17,000
Future amortization expense, 2024	17,000		17,000
Future amortization expense, thereafter	17,000		17,000
Proceeds for research and development expenses	18,824	10,489	57,334	33,407
Research and development expenses	52,755	74,555	131,560	149,242
Royalty revenues	0	0	0	0
License fees revenue	$ 12,500	$ 12,500	$ 25,000	$ 25,000
Estimated useful lives of patents			17 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.
Minimum [Member]
Property and equipment estimated useful life			3 years
Maximum [Member]
Property and equipment estimated useful life			7 years
Zhejiang MENRED Environmental Tech Co, Ltd [Member] | License and Supply Agreement [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%		77.00%
Number of customers			1		1
Revenue [Member]
Concentration of risk, percentage			75.00%	75.00%
Number of customers			3	4

Accrued Expenses Other (Details

Accrued Expenses Other (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Accrued Expenses Other
Accrued expenses, other	$ 159,907	$ 166,158
Accrued interest	995,856	777,056
Accrued warranty costs	91,531	91,531
Accrued Expenses, other	$ 1,247,294	$ 1,034,745

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 24, 2016	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019	Oct. 12, 2019
Rent expense		$ 12,198	$ 12,198	$ 24,396	$ 24,396
Lease term description		The lease term will terminate upon 30 days’ written notice from landlord or 90 days written termination from us.
Chief Executive Officer [Member]
Debt instrument maturity date		Oct. 12, 2021
Interest expense		$ 150	300
Accrued interest		$ 450		$ 450		$ 150
Interest bearing per year		10.00%		10.00%
Accrued compensation		$ 1,930,802		$ 1,930,802		1,882,464
Promissory note							$ 10,000
Building [Member]
Monthly rent expense		$ 4,066
Loan And Security Agreement [Member] | Patricia Tangredi [Member]
Debt instrument maturity date	Oct. 31, 2016	Jul. 15, 2020
Senior secured Promissory Note	$ 150,000
Senior secured debt, minimum interest payment	2,000
Principal loan amount	$ 150,000	$ 1,957,600		1,957,600
Interest expense		57,866	$ 42,901	113,526	$ 84,356
Accrued interest		$ 557,852		$ 557,852		$ 444,326
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”).

Equity Transactions (Details Na

Equity Transactions (Details Narrative)	6 Months Ended
	Jun. 30, 2020integer$ / sharesshares	Jun. 30, 2019USD ($)shares	Dec. 31, 2019$ / sharesshares
Accrued interest | $		$ 1,822
Common stock par value | $ / shares	$ 0.01		$ 0.01
Common stock shares authorized	1,100,000,000		1,100,000,000
Preferred stock, shares issued	0		0
Common stock shares issued upon conversion of debt, shares		50,863
Debt instrument converte amount, principal | $		$ 179,080
Debt instrument converte amount, accrued interest | $		$ 12,846
Common stock shares issued for finance cost		550
Common stock value issued for finance cost | $		$ 10,000
Preferred Stock, Series B [Member]
Preferred stock, shares issued	10		10
Preferred stock shares authorized	10,000		10,000
Voting right description	Equal to 51% of the votes to approve certain corporate actions,
Preferred stock shares authorized	10,000
Preferred Stock, Series A [Member]
Conversion price description	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.
Preferred stock shares authorized	2,000,000
Preferred stock, number of votes | integer	150
Equity Transactions [Member]
Preferred stock shares authorized	10,000,000		10,000,000
Preferred stock, par value | $ / shares	$ 0.01		$ 0.01

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Promissory Note	$ 0	$ (33,680)
April 3, 2020 [Member] | Senior Secured Promissory Note [Member]
Extended maturity date description	The note provides for a minimum payment of $7,500 for fees and expenses incurred by the lender.
Maturity date	Jun. 25, 2020
Interest rate	10.00%
Promissory Note	$ 54,000
June 12, 2020 [Member] | Economic Injury Disaster Loan [Member]
Interest rate	3.75%
Loan agreement amount	$ 150,000
Debt instrument, payment terms	Installment payments, including principal and interest, of $731 monthly, will begin 12 months from the date of the note. The balance of principal and interest will mature 30 years from the date of the note.
April 29, 2020 [Member] | Paycheck Protection Program [Member]
Interest rate	1.00%
Loan agreement amount	$ 144,750
Debt description	If not forgiven, the terms on the note provide for interest at 1% per year and the note mature in 24 months, with 18 monthly payments of $8,146 beginning after the initial 6 month deferral period for payments.

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Convertible Notes Payable (Tables)
Convertible notes payable, bearing interest at 8%-10%	$ 1,453,960	$ 1,453,960
Unamortized debt discount	0	(101,899)
Unamortized deferred debt issuance cost	0	(5,848)
Total	1,453,960	1,346,213
Current portion	$ 1,453,960	$ 1,346,213

Convertible Notes Payable (De_2

Convertible Notes Payable (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Convertible notes payable	$ 412,500		$ 412,500
Amortization of debt issue costs	1,250	$ 12,723	5,848	$ 26,825
Amortization of debt discount	20,373	158,186	101,899	327,885
Accured interest		1,822		1,822
Extinguished derivative liability			0	(375,027)
Accrued interest expenses			260,886	283,399
Debt Conversions [Member]
Amortization of debt issue costs				2,175
Common stock issuable, value				468,143
Accured interest		12,486		12,486
Conversion amount				179,080
Extinguished derivative liability			0	(375,027)
Unamortized debt discount				43,086
Gain on extinguishment of debt				$ 53,549
Common stock issuable, shares				50,863
2018 Notes [Member]
Convertible notes payable	$ 1,041,460		$ 1,041,460
Common stock issuable, shares each month			500
Shares due for the extensions	4,500		4,500
Accrued interest related shares			22,000
Accured interest and costs			$ 36,237
Accrued interest expenses	$ 1,056	$ 27,300	$ 1,914	$ 27,300

Derivative Liabilities (Details

Derivative Liabilities (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Risk free interest rate			0.16%
Volatility rate			615.00%
Expected life			6 months
Debt conversion converted instrument, shares issued				50,863
Debt conversion converted instrument, values issued				$ 179,080
Extinguished derivative liability			$ 0	(375,027)
Debt instrument converte amount, accrued interest				12,846
Gain on extinguishment of debt	$ 0	$ 45,476	0	$ 53,549
Derivative Liabilities [Member]
Change in fair value of derivative recorded income/expense	1,911,951		585,198
Fair value of embedded derivative	2,026,219		2,026,219
Debt conversion converted instrument, shares issued				50,863
Debt conversion converted instrument, values issued				$ 468,143
Extinguished derivative liability			0	(375,027)
Debt conversion converted amount, principal				179,080
Debt instrument converte amount, accrued interest				12,846
Gain on change in fair value of derivative liability		178,231		202,493
Interest expense	$ 97,254	$ 26,156	$ 261,946	51,569
Dividend yield			0.00%
Gain on extinguishment of debt				$ 53,549

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	Jul. 08, 2015	Apr. 24, 2014	Sep. 30, 2017	Sep. 30, 2015
Soex [Member]
Royalty payments payable		$ 500,000
Royalty received		$ 50,000
Payment due date	Oct. 20, 2014
Failure to make payment for appointing as distributor	$ 225,000
Failure to make payment for grant of license	$ 225,000
Percentage of equity default	25.00%
Securities Purchase Agreement [Member] | Soex [Member]
Cancellation of share issued				37,500,000
Securities Purchase Agreement [Member] | Zan [Member]
Cancellation of share issued				3,750,000
Employment Agreement [Member] | Soex [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%

Subsequent Event (Details Narra

Subsequent Event (Details Narrative)	6 Months Ended
	Jun. 30, 2020
Subsequent Event [Member] | Loan and Security Agreement [Member] | July 15, 2020 [Member]
Extended maturity date description	(i) the date upon which the Company secures funds, regardless of source, equal to or exceeding, in the aggregate, $1,957,600 or (ii) August 20, 2020.