Note 3. Significant Accounting Policies | Note 3. Significant Accounting Policies The significant accounting policies followed are: Use of estimates - Significant estimates underlying the Company’s reported financial position and results of operations include the allowance for doubtful accounts, fair value of 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, 2021 and 2020, 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, 2021 and 2020, respectively and $25,000 and $25,000 for the six months ended June 30, 2021 and 2020, 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, 2021: Fair Value at June 30, Fair Value Measurement Using 2021 Level 1 Level 2 Level 3 Derivative liability $ - $ - $ - $ - 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, 2021 and 2020: June 30, June 30, 2021 2020 Balance, beginning of period $ 3,845,662 $ 2,349,471 Additions 124,290 261,946 Extinguished derivative liability (1,728,274 ) - Change in fair value of derivative liabilities (2,241,678 ) (585,198 ) Balance, end of period $ - $ 2,026,219 Earnings (loss) per share Reconciliation of diluted loss per share for the three month periods ended June 30, 2021 and 2020 and for the six month period ended June 30, 2021 is as follows: Three Months Ended Three Months Ended Six Months Ended Net income attributable to common shareholders $ 75,544 $ 1,461,516 $ 1,818,604 Income attributable to note derivatives Change in fair value of derivatives (60,311 ) (1,911,951 ) (2,241,678 ) Gain on extinguishment of debt (1,148,554 ) (1,148,554 ) Expense attributable to note derivatives Interest expense 88,756 167,959 216,378 Diluted loss attributable to common shareholders $ (1,044,565 ) $ (282,476 ) $ (1,355,250 ) Basic shares outstanding 3,691,248 278,128 1,994,429 Derivative notes and interest shares 4,639,561 16,686,343 5,831,493 Diluted shares outstanding 8,330,809 16,964,471 7,825,922 Diluted loss per share $ (0.13 ) $ (0.02 ) $ (0.17 ) 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. |