Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | DAIS CORPORATION | |
Entity Central Index Key | 0001125699 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 68,032,672 | |
Entity File Number | 000-53554 | |
Entity Incorporation State Country Code | NY | |
Entity Tax Identification Number | 14-1760865 | |
Entity Address Address Line 1 | 11552 Prosperous Drive | |
Entity Address City Or Town | Odessa | |
Entity Address State Or Province | FL | |
Entity Address Postal Zip Code | 33556 | |
City Area Code | 727 | |
Local Phone Number | 375-8484 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash | $ 19,511 | $ 27,412 |
Accounts receivable, net | 295,646 | 258,708 |
Inventory | 211,321 | 294,472 |
Prepaid expenses | 41,579 | 25,871 |
Total Current Assets | 568,057 | 606,463 |
Property and equipment, net | 26,655 | 32,400 |
OTHER ASSETS: | ||
Deposits | 4,780 | 4,780 |
Patents, net | 147,843 | 150,048 |
Total Other Assets | 152,623 | 154,828 |
TOTAL ASSETS | 747,335 | 793,691 |
CURRENT LIABILITIES: | ||
Accounts payable, including related party payables of $334,088 and $298,903 at September 30, 2023 and December 31, 2022, respectively | 1,349,128 | 1,401,934 |
Accrued expenses, other, including interest due to related party of $3,968,813 and $3,031,112 at September 30, 2023 and December 31, 2022, respectively | 5,087,831 | 4,018,588 |
Accrued compensation and related benefits | 2,454,218 | 2,281,414 |
Customer deposits | 103,763 | 305,957 |
Advance payment received for convertible note | 15,000 | 15,000 |
Advance payment received for purchase of common stock | 0 | 30,000 |
Notes payable to related parties | 3,263,458 | 2,410,499 |
Current portion of deferred revenue | 211,156 | 248,656 |
Derivative liability | 124,768 | 0 |
Note payable - due within one year, net of unamortized discount and debt costs of $65,392 and $0, respectively | 505,764 | 376,000 |
Convertible notes payable, net of unamortized discount and debt costs of $173,984 and $68,219, respectively | 1,962,420 | 1,986,631 |
Total Current Liabilities | 15,077,506 | 13,074,679 |
Notes payable - due after one year, net of unamortized discount and debt costs of $349 and $0, respectively | 146,308 | 150,000 |
Total Liabilities | 15,223,814 | 13,224,679 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value | 0 | 0 |
Common stock; $0.01 par value; 1,100,000,000 shares authorized; 21,479,565 and 10,619,331 shares issued and 21,478,936 and 10,618,702 shares outstanding at September 30, 2023 and December 31, 2022, respectively | 214,796 | 106,193 |
Common stock to be issued, 1,500,000 and 1,000,000 shares, respectively | 147,000 | 10,000 |
Capital in excess of par value | 54,830,426 | 51,189,596 |
Accumulated deficit | (68,206,589) | (62,274,665) |
Stockholders Equity Before Treasury Stock | (13,014,367) | (10,968,876) |
Treasury stock at cost, 629 shares at September 30, 2023 and December 31, 2022, respectively | (1,462,112) | (1,462,112) |
Total Stockholders' Deficit | (14,476,479) | (12,430,988) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 747,335 | 793,691 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value | 0 | 0 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value | 0 | 0 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value | 0 | 0 |
Series D Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value | 0 | 0 |
Series E Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value | 0 | 0 |
Series F Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value | $ 0 | $ 0 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
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 | 21,479,565 | 10,619,331 |
Common stock, shares outstanding | 21,478,936 | 10,618,702 |
Related party payables included in accounts payable | $ 334,088 | $ 298,903 |
Interest payable, related party included in accrued expenses | 3,968,813 | 3,031,112 |
Unamortized discount and debt costs of Note payable - due within one year | 65,392 | 0 |
Unamortized discount and debt costs on convertible notes payable | 173,984 | 68,219 |
Unamortized discount and debt costs on notes payable - due after one year | $ 349 | $ 0 |
Common stock, shares To Be issued | 1,500,000 | 1,000,000 |
Treasury stock shares | 629 | 629 |
Preferred stock, shares par value | $ 0.01 | |
Preferred stock, shares authorized | 10,000,000 | |
Series B Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 10 | 10 |
Preferred stock, shares outstanding | 10 | 10 |
Series C Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series D Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000 | 10,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series E Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 250,000 | 250,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series F Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,500,000 | 1,500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock Series A [Member] | ||
Preferred stock, shares par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock Undesignated [Member] | ||
Preferred stock, shares par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 6,130,000 | 6,130,000 |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
REVENUE | ||||
Sales | $ 700,546 | $ 492,394 | $ 1,336,661 | $ 653,288 |
Royalty and license fees | 12,500 | 12,500 | 37,500 | 37,500 |
Total Revenue | 713,046 | 504,894 | 1,374,161 | 690,788 |
COST OF GOODS SOLD | 379,744 | 381,214 | 933,258 | 610,859 |
GROSS MARGIN | 333,302 | 123,680 | 440,903 | 79,929 |
OPERATING EXPENSES | ||||
Research and development, net of government grant proceeds of $0 | 75,135 | 85,887 | 307,894 | 212,508 |
Selling, general and administrative | 2,668,136 | 430,455 | 3,473,173 | 1,259,080 |
TOTAL OPERATING EXPENSES | 2,743,271 | 516,342 | 3,781,067 | 1,471,588 |
LOSS FROM OPERATIONS | (2,409,969) | (392,662) | (3,340,164) | (1,391,659) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (565,168) | (800,072) | (1,684,917) | (2,103,604) |
Change in fair value of derivative liabilities | 4,183 | 0 | 4,183 | 0 |
Loss on conversion of debt | 10,152 | 0 | (911,026) | 0 |
TOTAL OTHER INCOME (EXPENSE), NET | (550,833) | (675,946) | (2,591,760) | (1,979,478) |
NET INCOME (LOSS) | $ (2,960,802) | $ (1,068,608) | $ (5,931,924) | $ (3,371,137) |
NET INCOME (LOSS) PER COMMON SHARE, BASIC AND DILUTED | $ (0.13) | $ (0.10) | $ (0.30) | $ (0.33) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 22,460,301 | 11,170,719 | 19,754,420 | 10,107,546 |
CONDENSED STATEMENT OF STOCKHOL
CONDENSED STATEMENT OF STOCKHOLDERS DEFICIT (Unaudited) - USD ($) | Total | Preferred Stock | Common Stock | Comman Stock To Be Issued | Capital in Excess of Par Value | Accumulated Deficit | Treasury Stock | Redeemable Convertible Preferred Stock And Share |
Balance, shares at Dec. 31, 2021 | 9,415,425 | 10 | ||||||
Balance, amount at Dec. 31, 2021 | $ (8,372,175) | $ 94,154 | $ 0 | $ 50,818,885 | $ (57,823,102) | $ (1,462,112) | $ 0 | |
Net loss | (1,082,530) | $ 0 | 0 | 0 | (1,082,530) | 0 | $ 0 | |
Balance, shares at Mar. 31, 2022 | 9,415,425 | 10 | ||||||
Balance, amount at Mar. 31, 2022 | (9,454,705) | $ 94,154 | 0 | 50,818,885 | (58,905,632) | (1,462,112) | $ 0 | |
Balance, shares at Dec. 31, 2021 | 9,415,425 | 10 | ||||||
Balance, amount at Dec. 31, 2021 | (8,372,175) | $ 94,154 | 0 | 50,818,885 | (57,823,102) | (1,462,112) | $ 0 | |
Net loss | (3,371,137) | |||||||
Balance, shares at Sep. 30, 2022 | 10,619,331 | 10 | ||||||
Balance, amount at Sep. 30, 2022 | (11,350,562) | $ 106,193 | 10,000 | 51,189,596 | (61,194,239) | (1,462,112) | $ 0 | |
Balance, shares at Mar. 31, 2022 | 9,415,425 | 10 | ||||||
Balance, amount at Mar. 31, 2022 | (9,454,705) | $ 94,154 | 0 | 50,818,885 | (58,905,632) | (1,462,112) | $ 0 | |
Net loss | (1,219,999) | $ 0 | 0 | 0 | (1,219,999) | 0 | 0 | |
Shares issued for conversion of debt and finance cost, shares | 457,500 | |||||||
Shares issued for conversion of debt and finance cost, amount | 45,750 | $ 4,575 | 0 | 41,175 | 0 | 0 | 0 | |
Cashless exercise of warrants, shares | 396,637 | |||||||
Cashless exercise of warrants, amount | 0 | $ 3,966 | 0 | (3,966) | 0 | 0 | 0 | |
Shares cancelled - to be reissued, shares | (1,000,000) | |||||||
Shares cancelled - to be reissued, amount | 0 | $ (10,000) | 10,000 | 0 | 0 | 0 | 0 | |
Beneficial conversion feature of debt | 200,000 | $ 0 | 0 | 200,000 | 0 | 0 | $ 0 | |
Balance, shares at Jun. 30, 2022 | 9,269,562 | 10 | ||||||
Balance, amount at Jun. 30, 2022 | (10,428,954) | $ 92,695 | 10,000 | 51,056,094 | (60,125,631) | (1,462,112) | $ 0 | |
Net loss | (1,068,608) | $ 0 | 0 | 0 | (1,068,608) | 0 | 0 | |
Cashless exercise of warrants, shares | 879,769 | |||||||
Cashless exercise of warrants, amount | 0 | $ 8,798 | 0 | (8,798) | 0 | 0 | 0 | |
Beneficial conversion feature of debt | 100,000 | $ 0 | 0 | 100,000 | 0 | 0 | 0 | |
Shares issued for conversion of debt, shares | 470,000 | |||||||
Shares issued for conversion of debt, amount | 47,000 | $ 4,700 | 0 | 42,300 | 0 | 0 | $ 0 | |
Balance, shares at Sep. 30, 2022 | 10,619,331 | 10 | ||||||
Balance, amount at Sep. 30, 2022 | (11,350,562) | $ 106,193 | 10,000 | 51,189,596 | (61,194,239) | (1,462,112) | $ 0 | |
Balance, shares at Dec. 31, 2022 | 10 | 10,619,331 | ||||||
Balance, amount at Dec. 31, 2022 | (12,430,988) | $ 0 | $ 106,193 | 10,000 | 51,189,596 | (62,274,665) | (1,462,112) | |
Net loss | (2,004,102) | 0 | $ 0 | 0 | 0 | (2,004,102) | 0 | |
Shares issued for conversion of debt and finance cost, shares | 5,344,939 | |||||||
Shares issued for conversion of debt and finance cost, amount | 1,004,853 | 0 | $ 53,450 | 0 | 951,403 | 0 | 0 | |
Reissuance of cancelled shares, shares | 1,000,000 | |||||||
Reissuance of cancelled shares, amount | 0 | 0 | $ 10,000 | (10,000) | 0 | 0 | 0 | |
Shares to be issued for finance cost | 196,000 | 0 | $ 0 | 196,000 | 0 | 0 | 0 | |
Shares issued for finance cost, shares | 500,000 | |||||||
Shares issued for finance cost, amount | 0 | 0 | $ 5,000 | (49,000) | 44,000 | 0 | 0 | |
Cashless exercise of warrant, shares | 577,500 | |||||||
Cashless exercise of warrant, amount | 0 | 0 | $ 5,775 | 0 | (5,775) | 0 | 0 | |
Shares issued for cash, shares | 200,000 | |||||||
Shares issued for cash, amount | 30,000 | 0 | $ 2,000 | 0 | 28,000 | 0 | 0 | |
Shares issued for services, shares | 450,000 | |||||||
Shares issued for services, amount | 13,500 | 0 | $ 4,500 | 0 | 9,000 | 0 | 0 | |
Warrants issued as financing cost | 78,395 | $ 0 | $ 0 | 0 | 78,395 | 0 | 0 | |
Balance, shares at Mar. 31, 2023 | 10 | 18,691,770 | ||||||
Balance, amount at Mar. 31, 2023 | (13,112,342) | $ 0 | $ 186,918 | 147,000 | 52,294,619 | (64,278,767) | (1,462,112) | |
Balance, shares at Dec. 31, 2022 | 10 | 10,619,331 | ||||||
Balance, amount at Dec. 31, 2022 | (12,430,988) | $ 0 | $ 106,193 | 10,000 | 51,189,596 | (62,274,665) | (1,462,112) | |
Net loss | (5,931,924) | |||||||
Balance, shares at Sep. 30, 2023 | 10 | 21,479,565 | ||||||
Balance, amount at Sep. 30, 2023 | (14,476,479) | $ 0 | $ 214,796 | 147,000 | 54,830,426 | (68,206,589) | (1,462,112) | |
Balance, shares at Mar. 31, 2023 | 10 | 18,691,770 | ||||||
Balance, amount at Mar. 31, 2023 | (13,112,342) | $ 0 | $ 186,918 | 147,000 | 52,294,619 | (64,278,767) | (1,462,112) | |
Net loss | (967,020) | 0 | $ 0 | 0 | (967,020) | 0 | ||
Shares issued for conversion of debt and finance cost, shares | 1,202,595 | |||||||
Shares issued for conversion of debt and finance cost, amount | 100,072 | 0 | $ 12,026 | 0 | 88,046 | 0 | 0 | |
Shares issued for services, shares | 570,000 | |||||||
Shares issued for services, amount | 67,400 | 0 | $ 5,700 | 0 | 61,700 | 0 | 0 | |
Warrants issued with debt | 113,776 | 0 | 0 | 0 | 113,776 | 0 | 0 | |
Beneficial conversion feature of debt | 61,224 | $ 0 | $ 0 | 0 | 61,224 | 0 | 0 | |
Balance, shares at Jun. 30, 2023 | 10 | 20,464,365 | ||||||
Balance, amount at Jun. 30, 2023 | (13,736,890) | $ 0 | $ 204,644 | 147,000 | 52,619,365 | (65,245,787) | (1,462,112) | |
Net loss | (2,960,802) | 0 | $ 0 | 0 | (2,960,802) | 0 | ||
Shares issued for conversion of debt, shares | 1,015,200 | |||||||
Shares issued for conversion of debt, amount | 40,609 | 0 | $ 10,152 | 0 | 30,457 | 0 | 0 | |
Warrants issued with debt | 12,722 | 0 | 0 | 0 | 12,722 | 0 | 0 | |
Preferred warrants issued for services | 2,148,438 | 0 | 0 | 0 | 2,148,438 | 0 | 0 | |
Options issued for services | 19,444 | $ 0 | $ 0 | 0 | 19,444 | 0 | 0 | |
Balance, shares at Sep. 30, 2023 | 10 | 21,479,565 | ||||||
Balance, amount at Sep. 30, 2023 | $ (14,476,479) | $ 0 | $ 214,796 | $ 147,000 | $ 54,830,426 | $ (68,206,589) | $ (1,462,112) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (5,931,924) | $ (3,371,137) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 22,794 | 21,451 |
Stock based compensation | 2,248,782 | 0 |
Change in fair value of derivative liability | (4,183) | 0 |
Forgiveness of debt | 0 | (122,340) |
Non-cash interest expenses | 388,147 | 750 |
Amortization of debt discount and debt costs | 177,926 | 1,360,025 |
Loss on conversion of debt | 911,026 | 0 |
(Increase) decrease in: | ||
Accounts receivable | (36,938) | (24,333) |
Inventory | 83,151 | (121,978) |
Prepaid expenses | (15,708) | (93,926) |
Increase (decrease) in: | ||
Accounts payable | (50,256) | 81,145 |
Accrued expenses | 1,255,802 | 616,965 |
Customer deposits | (202,194) | 301,110 |
Deferred revenue | (37,500) | (37,500) |
Net cash used in operating activities | (1,191,075) | (1,389,768) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Increase in property and equipment | (1,675) | (28,035) |
Increase in patent costs | (13,169) | (16,713) |
Net cash used in investing activities | (14,844) | (44,748) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from notes payable - related parties | 846,910 | 362,800 |
Proceeds from notes payable | 823,950 | 449,850 |
Repayment of notes payable - related party | (32,000) | 0 |
Repayment of notes payable | (418,187) | |
Debt costs | (22,655) | 0 |
Net cash provided by financing activities | 1,198,018 | 812,650 |
Net increase (decrease) in cash | (7,901) | (621,866) |
Cash, beginning of period | 27,412 | 773,423 |
Cash, end of period | 19,511 | 151,557 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 30,000 | 154,398 |
NON-CASH FINANCING AND FINANCING ACTIVITIES | ||
Issuance of common stock upon conversion of notes | 1,145,533 | 92,750 |
Notes and accrued interest settled with common stock | 227,757 | 0 |
Common stock issued, proceeds received in prior year | 30,000 | 0 |
Fair value of warrant, recorded as finance cost | 78,395 | 0 |
Common stock to be issued for finance cost | 196,000 | 0 |
Initial value of derivative liability | 128,951 | 0 |
Finance cost deducted from related party note | 38,050 | 0 |
Finance cost deducted from notes | 13,500 | 0 |
Original issue discount on notes | 65,555 | 0 |
Value of warrants issued with notes, recorded as discount | 126,498 | 59,998 |
Beneficial conversion feature of convertible debt, recorded as discount | 61,224 | 240,002 |
Accounts payable paid directly by lender | $ 2,550 | $ 0 |
Background Information
Background Information | 9 Months Ended |
Sep. 30, 2023 | |
Background Information | |
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 nanomaterials called Aqualyte, with Aqualyte itself the first product commercialized. The second commercial product is ConsERV, a fixed plate energy recovery ventilator which we believe is useful in meeting building indoor fresh air requirements while saving energy and lowering emissions for most forms of heating, ventilation, and air conditioning (HVAC) equipment. The Company was incorporated in April 1993 and its corporate headquarters is in Odessa, Florida. The Company is dependent on third parties to manufacture the key components needed for its nanostructured materials and some portion of the value-added products made with these materials. Accordingly, a suppliers’ failure to supply components in a timely manner, or to supply components that meet the Company’s quality, quantity and cost requirements or technical specifications, or the inability to obtain alternative sources of these components on a timely basis or on acceptable terms, would create delays in production of the Company’s products and/or increase its unit costs of production. Certain of the components or the processes of the Company’s suppliers are proprietary. If the Company was ever required to replace any of its suppliers, it should be able to obtain comparable components from alternative suppliers at comparable costs, but this would create a delay in production and may briefly affect the Company’s operations. Basis of Presentation The Company’s accompanying condensed financial statements are unaudited, but in the opinion of management reflect all adjustments necessary to fairly state the Company’s financial position, results of operations, stockholders’ deficit and cash flows as of and for the dates and periods presented. The financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. The unaudited financial statements and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted although the Company generally believes that the disclosures are adequate to ensure that the information presented is not misleading. The accompanying financial statements and notes should be read in conjunction with the audited financial statements and notes of the Company for the fiscal year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 30, 2023. The results of operations for the three and nine-month periods ended September 30, 2023 are not necessarily indicative of the results that may be expected for any future quarters or for the entire year ending December 31, 2023. |
Going Concern and Managements P
Going Concern and Managements Plans | 9 Months Ended |
Sep. 30, 2023 | |
Going Concern and Managements Plans | |
Going Concern and Management's Plans | Note 2. Going Concern and Management’s Plans The accompanying financial statements have been prepared assuming the Company will continue as a going concern. For the nine months ended September 30, 2023, the Company generated a net loss of $5,931,924 and has incurred significant losses since inception. As of September 30, 2023, the Company has an accumulated deficit of $68,206,589, total stockholders’ deficit of $14,476,479, negative working capital of $14,509,449 and cash and cash equivalents of $19,511. The Company used $1,191,075 and $1,389,768 of cash for operations during the nine months ended September 30, 2023, and 2022, respectively, which was funded primarily by proceeds from loans from related parties and others. 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 guided by its Financial Advisors 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; 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; and, 4. The Company may license or sell an asset to fund its continued growth as it is clear to management the market for the Company’s product innovations has changed in a positive way as demonstrated by the interest the Company’s nano-material and applications in certain markets. Management believes: 1. The Company’s ability to solve continuing supply chain issues and raise sustainable growth capital will dictate future revenue and cash-flow for the Company. The quicker these issues are resolved we believe the faster the Company can participate in the market’s uptick momentum and follow the projected growth curve. These issues place heavy pressure on management to progress in key business areas being impacted. Continued supply chain impacts have roots in the funding challenges. The use of funds from affordable growth capital to resolve inventory levels of hard to acquire parts could be achieved within one quarter. Raising affordable capital is tied to addressing in a mutually agreeable manner with the Parties convertible debt transactions (recently found to be ‘criminally usurious - (Adar Bays, LLC v. GeneSYS ID, Inc.) used in the past to grow the Company with a plan to replace this convertible debt with lower cost funds. The Company has made progress yet still faces a worldwide public market in turmoil since February of 2022. In the intertest of expediting this situation, the Company is accelerating the use of its limited resources and is seeking to add affordable public, and non-public growth resources, and with Board approval, is seeking to monetize one asset via a license/supply agreement. Such a plan (monetize an asset) will require approval by the Company’s Senior Secured Noteholder. 2. The Senior Secured Note Holder has advised Management it is exploring its options to resolve the long standing unpaid – and growing debt by the Company. 3. Ventilation is regularly recommended as one of the solutions to Covid related mitigation and the market awareness for the ConsERV product(s) is increasing and lead activity is encouraging. 4. We believe our current cash position and our projected ability to obtain additional sources of growth capital, and to generate sustainable cash flow from operations and investments into 2023 is improving yet remains challenged. We believe the Company’s prospects to secure growth funding remain good. On a macro level we believe the world-wide market for the equipment type the Company is selling (and developing) has changed for the positive in the last two years reflecting end user awareness of the need to address Climate Change related issues faster, and the changes in buying habits forged by the world-wide pandemic. On more of a micro level the company has shown solid progress over the last three quarters, removed a serious impediment to growth by completing a ‘debt to equity’ program where the convertible noteholders debt positions were converted into equity (common stock and warrants). The company introduced a popular new line of our ConsERV equipment having improved performance and pricing to a growing independent sales channel throughout North America. We reached agreement (still moving to contract stage) in late 4Q 2022 between the company and its Senior Secured Note Holder (having deep rights with the assets of the Company which are pledged as security for repayment of the Note). The company is continuing to develop the basis of a long-term business relationship with a well-known, multi-national corporation interested in using the Company’s HVAC and water products for its own and third-party use. There are no assurances we will be able to obtain the financing and planned product development commercialization. Accordingly, we may not have the ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 3. Significant Accounting Policies The significant accounting policies followed are: Use of estimates - Significant estimates underlying the Company’s reported financial position and results of operations include the allowance for doubtful accounts, fair value of stock-based compensation, fair value of derivative liabilities, valuation allowance on deferred taxes and the warranty reserve. Revenue recognition - In certain instances, the Company’s ConsERV system product may carry a limited warranty of up to one year for all parts contained therein except for the energy recovery ventilator core produced and sold by the Company. The distributor of the ConsERV system may carry a limited warranty of up to ten years. The limited warranty includes replacement of defective parts for the ConsERV system and includes workmanship and material failure for the ConsERV core. The Company recorded an accrual of $91,531 for future warranty expenses at September 30, 2023 and December 31, 2022, which is included in accrued expenses, other. Royalty revenue is recognized as earned. The Company recognized royalty revenue of $0 for the three and nine months ended September 30, 2023 and 2022, 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 September 30, 2023 and 2022, respectively and $37,500 and $37,500 for the nine months ended September 30, 2023 and 2022, 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.” 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 a certain amount of Product from Menred. The Agreement has a ten-year term with mutually agreed upon five-year extensions. Cash and cash equivalents - Concentrations - Fair Value of Financial Instruments - Inventory - Property and equipment - Intangible assets Research and development expenses and funding proceeds - Derivative Liability Fair Value Measurements The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: · Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. · Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 - Inputs that are both significant to the fair value measurement and unobservable. The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the nine months ended September 30, 2023: September 30, 2023 Balance, beginning of period $ - Additions 128,951 Extinguished derivative liability - Change in fair value of derivative liabilities (4,183 ) Balance, end of period $ 124,768 Earnings (loss) per share Nine Months Ended September 30, 2023 2022 Shares underlying options and warrants outstanding 20,052,221 12,429,998 Shares underlying convertible notes outstanding 29,726,986 17,566,167 Shares underlying convertible preferred stock warrants 250,000,000 - 299,779,207 29,996,165 Recent Accounting Pronouncements - |
Accrued Expenses Other
Accrued Expenses Other | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses Other | |
Accrued Expenses, Other | Note 4. Accrued Expenses, Other Accrued expenses, other consists of the following: September 30, December 31, 2023 2022 Accrued expenses, other $ 667,398 $ 673,270 Accrued interest 4,328,902 3,253,787 Accrued warranty costs 91,531 91,531 $ 5,087,831 $ 4,018,588 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions | |
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. The 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 September 30, 2023 and 2022, respectively and $36,594 and $36,594 for the nine months ended September 30, 2023 and 2022, respectively. The lease term will terminate upon 30 days’ written notice from landlord or 90 days written termination from us. The lease is considered to be short term or month to month. The Company has accrued compensation due to the Chief Executive Officer as of September 30, 2023 and December 31, 2022 of $2,197,717and $2,140,687, respectively, included in accrued compensation and related benefits in the accompanying balance sheets. On June 24, 2016, the Company entered into a Loan and Security Agreement (“Security Agreement”) with the entity known as PKT -- Strategic Assets, LLC (the “Holder”) pursuant to which the Company issued a Senior Secured Promissory Note for $150,000 (the “Note”). The Note has an interest rate is 12% per annum compounded daily with a minimum interest payment of $2,000. The Note grants the Holder a secure interest in all the assets of the Company. During 2016 to the period ended September 30, 2023, the Holder extended the Note pursuant to various amendments. Pursuant to the amendments, the principal amount and interest totaled $7,219,871 and $5,429,661 (including fees and other expenses) at September 30, 2023 and December 31, 2022, respectively. We received advances aggregating $884,960 during the nine months ended September 30, 2023, and repaid $32,000 and $154,398 during the nine months ended September 30, 2023 and 2022, respectively. Financing cost of $38,050 was deducted from the 2023 advances. The Holder’s corporation is controlled by Ms. Tangredi, related to Tim Tangredi: the Company’s CEO and stockholder, and therefore, is a Related Party of the Company. The Company is to pay the Holder the principal, plus all interest and fees due in accordance with terms and conditions of the Security Agreement on the earlier of: (i) The date upon which the Company secures funds, regardless of source, equal to or exceeding, in the aggregate, $1,000,000 or November 1, 2021, which as of the date of filing, has expired. (ii) The Holder has not declared the Note in Default as the Parties have reached terms to address several issues including the extension of the Maturity Date (the “Maturity Date”). The parties have agreed to new language to solve this matter with the plan to have it complete in the third quarter of 2023. (iii) The Company has recorded interest expense of $356,743 and $242,055 for the three-month periods ended September 30, 2023 and 2022, respectively and $967,251 and $611,516 for the nine-month periods ended September 30, 2023 and 2022, respectively. (iv) Accrued interest was $3,966,413 and $3,029,162 at September 30, 2023 and December 31, 2022, respectively. We made interest payments of $18,000 and $30,000 during the three and nine months ended September 30, 2023, respectively. Of the 2023 advances, funds in the amount of $592,960 originally came from Ethos Business Ventures. It was a last-minute change of plan to assist the Company meet its obligations in a timely manner. This last-minute change was made necessary by an administrative error at the bank of PKT Strategic Assets, LLC. who was to have been the lender of record and is the lender of the Company’s senior secured promissory note and security agreement. To correct this error, management of Dais (with BOD approval), Ethos, and PKT agreed on April 3, 2023, that effective immediately, the ownership of the $592,960 sum will be transferred to PKT Strategic Assets, LLC at no cost or term and condition alteration except as it pertains to relevant language to effect the change in ownership. Dais is to pay a minimum of $6,000 per month in interest only to PKT Strategic Assets, LLC. On October 12, 2019, the Company entered a promissory note with an entity controlled by our Chief Executive Officer in the amount of $10,000. The note bears interest at 10% per year and matured on October 12, 2021. Interest expense on the note was $150 for each of the three-month periods ended September 30, 2023 and 2022, respectively, and was $450 for each of the nine-month periods ended September 30, 2023 and 2022, respectively. Accrued interest was $2,400 and $1,950 at September 30, 2023 and December 31, 2022, respectively. The Holder has not declared the Note in Default or extended the Maturity Date. On April 29, 2022, the Company received a loan of $100,000 from its Chief Executive Officer. This was repaid in full on May 17, 2022. On February 27, 2015, the Company, and Tim N. Tangredi, the Company’s Chief Executive Officer entered an amendment (the “Tangredi Employment Agreement Amendment”) to Mr. Tangredi’s Amended and Restated Employment Agreement. Currently, the Company has non-interest-bearing accrued compensation due to the Chief Executive Officer for deferred salaries earned and unpaid as described above. The Tangredi Employment Agreement Amendment provides that, if at any time during a calendar year, the unpaid compensation is greater than $500,000, Mr. Tangredi must convert $100,000 of unpaid compensation into the Company’s common stock during such calendar year. The conversion rate shall be equal to 75% of the average closing price for the Company’s common stock for the 30 trading days prior to the date of conversion. The Company shall also pay to Mr. Tangredi a cash payment equal to 20% of the compensation income incurred because of the change. The Company has waived the conversion requirement from 2015 to the present. Further, at any time any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act) of greater of 40% of the then-outstanding voting power of the voting equity interests of the Company or a person or group initiate a tender offer for the Company’s common stock, Mr. Tangredi may convert unpaid compensation into Class A Convertible Preferred Stock (“Class A Preferred Stock”) of the Company at a conversion price of $1.50 per share. The Board of Directors waived the requirement to convert $100,000 of unpaid compensation into common stock during 2016. No amounts have been converted under the terms of the Tangredi Employment Agreement Amendment to date. On January 27, 2022, the Board approved the distribution of Series F Convertible Preferred Warrants to Board members, the Dais Team, and those contractually bound to receive these warrants on January 27, 2022. These new Series were approved by NYS Division of Corporations on March 23, 2022. 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 | 9 Months Ended |
Sep. 30, 2023 | |
Equity Transactions | |
Equity Transactions | Note 6. Equity Transactions Preferred Stock At September 30, 2023 and December 31, 2022, the Company’s Board of Directors 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. 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 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. During January and February 2022, after the Company’s fiscal year ended December 31, 2021, the Company’s Board of Directors, with input from the Company’s financial advisors, completed its reevaluation of the Company’s capital structure, including the advisability of authorizing addition series of preferred stock, par value $0.01 (“Preferred Stock”). The Board of Directors determined that it was in the best interests of the Company and its stockholders to authorize four new series of Preferred Stock (sometimes referred to as “New Series of Preferred Stock”). As a result, the Board of Directors and management with the assistance of its outside financial advisors prepared a Certificate of Amendment to its Certificate of Incorporation for the purpose authorizing the four New Series of Preferred Stock, which was subject to the filing by the Company of a Certificate of Amendment with the Department of State of the State of New York (“Certificate of Amendment”). To implement the authorization of the four New Series of Preferred Stock, the Certificate of Amendment was submitted to the Department of State on March 17, 2022, and was accepted for filing on March 22, 2022. The recently authorized New Series of Preferred Stock included: (i) Series C Convertible Preferred Stock, consisting of 100,000 shares, all of which were to be issued following acceptance of the Certificate of Amendment by the Department of State, to two (2) third-party accredited investors who had provided bona fide financial consulting services to the Company; (ii) Series D Convertible Preferred Stock, consisting of 10,000 shares, which shares may be issued, at the sole discretion of the Board of Directors, from time to time, to consultants and other third parties for, among other purposes, new services to the Company and for other good and valuable consideration, none of which shares have been issued; (iii) and Series E Convertible Preferred Stock, consisting of 250,000 shares, all of which were to be issued following final acceptance of the Certificate of Amendment by the Department of State, being issued to three (3) “accredited investors” including the Company’s financial advisors in consideration for their capital contributions to the Company. Series F Convertible Preferred Stock consisting of 1,500,000 shares which were approved in the first quarter of 2023 and held pending the closing. These shares are intended to be issued to several long-tenured key employees and the Company’s Board of Directors in consideration for previously rendered services to the Company as well as to certain noteholders and others under agreements and arrangements that have been authorized by the Board of Directors. Issuances within Series C, and E were completed earlier in 2023, and there has been no need to issue any Series D. Stock purchase warrants for Series F have been issued during the third quarter of 2023. Common Stock At September 30, 2023 and December 31, 2022, the Company’s Board of Directors 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. 2023 Common Stock Transactions During the three months ended September 30, 2023, an aggregate of 1,015,200 shares of common stock were issued upon the conversion of $47,000 of notes payable and $3,760 of related accrued interest. The value of the shares issued was $40,608, and we recorded a gain on conversion of $10,152. During the three months ended June 30, 2023, an aggregate of 1,202,595 shares of common stock were issued upon the conversion of $23,250 of notes payable, $1,385 of related accrued interest, and $1,500 of fees. The value of the shares issued was $100,072, and we recorded a loss on conversion of $73,937. During the three months ended March 31, 2023, an aggregate of 5,344,939 shares of common stock were issued upon the conversion of $143,752 of notes payable, $8,610 of related accrued interest, and $5,250 of fees. The value of the shares issued was $1,004,853, and we recorded a loss on conversion of $847,241. During 2023, the Company reissued 1,000,000 shares of common stock that had been cancelled in 2022. In connection with a loan received in January 2023, the Company agreed to issue 2,000,000 shares of common stock valued at $196,000, calculated by the open market share value on the date of the grant. As of September 30, 2023, 500,000 shares have been issued and the remaining 1,500,000 shares, valued at $147,000, are classified as Common Stock To Be Issued. During March of 2023, the Company issued 577,500 shares of common stock upon the cashless exercise of 733,333 warrants. During March of 2023, the Company issued 450,000 shares of common stock, valued at $13,500, for services, calculated by the open market share value on the date of the grant. During March of 2023, the Company issued 200,000 shares of common stock for cash. The proceeds had been advanced to the Company in December 2021. During April of 2023, the Company issued 570,000 shares of common stock, valued at $67,400, for services, calculated by the open market share value on the date of the grant. 2022 Common Stock Transactions During May 2022, the Company issued 457,500 shares of common stock upon the conversion of $45,000 of notes payable, plus $750 of costs. During July 2022, the Company issued 470,000 shares of common stock upon the conversion of $47,000 of notes payable. The company issued 1,276,406 shares of common stock upon the cashless exercise of 1,510,000 common stock warrants. The Company cancelled 1,000,000 shares of common stock, which were reissued in 2023 (see above). Options and Warrants 2023 Transactions In January 2023, the Company issued a warrant to purchase 800,000 shares of common stock, in connection with the amendment of a convertible note. The warrant has a term of five years and has a cash exercise price of $0.10 per share or a cashless exercise price of $0.20 per share. The fair value of the warrant was $78,395, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 3.9% - 1.33%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 362%; and (4) an expected life of 5 years. During March of 2023, 733,333 warrants were exercised on a cashless basis into 577,500 shares of common stock. In April of 2023, the Company issued a warrant to purchase 555,556 shares of common stock, in connection with the issuance of a convertible note. The warrant has a term of five years and has a cash exercise price of $0.10 per share. The relative fair value of the warrant was $29,100, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 3.6%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 371%; and (4) an expected life of 5 years. The value of the warrant has been recorded as debt discount. In April of 2023, the Company issued a warrant to purchase 500,000 shares of common stock, in connection with the issuance of a convertible note. The warrant expires January 5, 2028, and has a cash exercise price of $0.10 per share or a cashless exercise price of $0.20 per share. The relative fair value of the warrant was $16,935, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 3.6%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 376%; and (4) an expected life of 4.75 years. The value of the warrant has been recorded as debt discount. In April of 2023, the Company issued a warrant to purchase 2,000,000 shares of common stock, in connection with the issuance of a convertible note. The warrant has a term of five years and has a cash exercise price of $0.10 per share or a cashless exercise price of $0.20 per share. The relative fair value of the warrant was $67,741, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 3.51%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 376%; and (4) an expected life of 5 years. The value of the warrant has been recorded as debt discount. In August of 2023, the Company issued a warrant to purchase 500,000 shares of common stock, in connection with the issuance of a convertible note. The warrant has a term of five years and has a cash exercise price of $0.10 per share or a cashless exercise price of $0.20 per share. The relative fair value of the warrant was $12,722, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 4.24%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 406%; and (4) an expected life of 5 years. The value of the warrant has been recorded as debt discount. In July 2023, the Company granted to thirteen officers and employees an aggregate of 1,500,000 warrants to purchase Series F preferred stock. The warrants have a $0 exercise price and a term of five years. The warrants vest one third thirty days after grant, one third on the first grant date anniversary and one third on the second grant date anniversary, subject to continued service by the officers and employees of the Company in their respective capacities as of each applicable vesting date. The awards have been valued at $4,687,500 using the Black Sholes model and compensation expense will be recorded over the vesting periods. We have recorded compensation expense of $2,148,438 related to the options during the three and nine months ended September 30, 2023. The assumptions used in the Black Scholes model are as follows: (1) dividend yield of 0%; (2) expected volatility of 391%, (3) risk-free interest rate of 4.19%, (4) expected term of five years. In August 2023, the Company granted to nine employees an aggregate of 4,000,000 options to purchase common stock. The options have a $0.03 exercise price and a term of five years. The options vest one third ninety thirty days after grant, one third one hundred and eighty days after grant, and one third one year after grant, subject to continued service by the employees of the Company in their respective capacities as of each applicable vesting date. The awards have been valued at $99,999 using the Black Sholes model and compensation expense will be recorded over the vesting periods. We have recorded compensation expense of $19,444 related to the options during the three and nine months ended September 30, 2023. The assumptions used in the Black Scholes model are as follows: (1) dividend yield of 0%; (2) expected volatility of 391%, (3) risk-free interest rate of 4.44%, (4) expected term of five years. 2022 Transactions In connection with a note issued in September 2022, the Company issued a warrant to purchase 1,000,000 shares of common stock to the lender. The warrant has an exercise price of $0.30 per share and expires on September 7, 2027. |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses Other | |
Convertible Notes Payable | Note 7. Convertible Notes Payable 2023 Convertible Notes In April of 2023, the Company entered a convertible promissory note in the amount of $55,556. The note matures on March 30, 2024, and bears interest at 12% per year. The note has an original issue discount of $5,556 and debt costs of $3,500 were deducted from the proceeds. Also, $2,550 was paid directly by the lender to a vendor of the Company. The Company received proceeds of $43,950. The note is convertible into shares of common stock at a fixed conversion price of $0.05 per share. In connection with the note, the Company issued a warrant to purchase 555,556 shares of common stock, described in Note 6. The relative fair value of the warrant, $29,100 has been recorded as debt discount. The Company has also recorded a discount of $20,900 related to the beneficial conversion feature of the note. Total discount and costs of $59,056 will be amortized over the life of the note. During the three and nine months ended September 30, 2023, the Company amortized $14,764 and $29,528, respectively, of discount and costs to interest expense. In April of 2023, the Company entered a convertible promissory note in the amount of $25,000. The note matures on April 27, 2024, and bears interest at 8% per year. The note is convertible into shares of common stock at a fixed conversion price of $0.05 per share. In connection with the note, the Company issued a warrant to purchase 500,000 shares of common stock, described in Note 6. The relative fair value of the warrant, $16,935 has been recorded as debt discount. The Company has also recorded a discount of $8,065 related to the beneficial conversion feature of the note. Total discount of $25,000 will be amortized over the life of the note. During the three and nine months ended September 30, 2023, the Company amortized $6,250 and $10,417, respectively, of discount and costs to interest expense. In April of 2023, the Company entered a convertible promissory note in the amount of $100,000. The note matures on April 28, 2024, and bears interest at 8% per year. The note is convertible into shares of common stock at a fixed conversion price of $0.05 per share. In connection with the note, the Company issued a warrant to purchase 2,000,000 shares of common stock, described in Note 6. The relative fair value of the warrant, $67,741 has been recorded as debt discount. The Company has also recorded a discount of $32,259 related to the beneficial conversion feature of the note. Total discount of $100,000 will be amortized over the life of the note. During the three and nine months ended September 30, 2023, the Company amortized $25,000 and $41,668, respectively, of discount and costs to interest expense. In August of 2023, the Company entered a convertible promissory note in the amount of $50,000. The note matures on August 2, 2024, and bears interest at 8% per year. The note is convertible into shares of common stock at a fixed conversion price of $0.05 per share. In connection with the note, the Company issued a warrant to purchase 500,000 shares of common stock, described in Note 6. The relative fair value of the warrant, $12,722 has been recorded as debt discount. The discount will be amortized over the life of the note. During the three and nine months ended September 30, 2023, the Company amortized $2,120 of discount to interest expense. In September of 2023, the Company issued a convertible note with a face amount of $65,000. 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 61% of the lowest trading price for 10 days prior to conversion. The note bears interest at 12% per year and matures on September 8, 2024. The Company has recorded discount of $60,000 related to the derivative value of the conversion feature of the note (see note 9) and also incurred costs of $5,000 which were deducted from the note proceeds. Total discount on costs of $65,000 will be amortized to interest expense over the life of the note. During the three and nine months ended September 30, 2023, the Company amortized $4,063 of discount and costs to interest expense. 2022 Convertible Notes On December 12, 2022, the Company entered a convertible promissory note in the amount of $40,000. The Note was amended in January of 2023. The note matures on January 5, 2024, and bears interest at 8% per year. The note is convertible into shares of common stock at a fixed conversion price of $0.05 per share. As consideration for the amendment, the Company issued a warrant to purchase 800,000 shares of common stock. The warrant has a term of five years and has a cash exercise price of $0.10 or a cashless exercise price of $0.20. The warrant had a value of $78,395, which has been charged to finance cost. On November 4, 2022, the Company entered a convertible promissory note in the amount of $25,000. The note matures on the earlier of May 4, 2023, or 5 days after demand and bears interest at 10% per year. The note is convertible into shares of common stock at a fixed conversion price of $0.30 per share. On September 7, 2022, the Company entered a convertible promissory note in the amount of $100,000. The note matures on September 7, 2023, and bears interest at 8% per year. The note is convertible into shares of common stock at a fixed conversion price of $0.10 per share. The company has recorded a discount of $100,000. Amortization of discount was $18,630 and $68,219 for the three and nine months ended September 30, 2023. On August 20, 2022, the Company entered a convertible promissory note in the amount of $49,850. The note matures on the earlier of February 20, 2023, or 10 days after demand and bears interest at 8% per year. The note is convertible into shares of common stock at a fixed conversion price of $0.30 per share. On June 15, 2022, the Company entered two convertible promissory notes aggregating $300,000. The notes mature on the earlier of December 15, 2022, or 10 days after demand and bear interest at 8% per year. The Company received proceeds of $300,000. The notes are convertible into shares of common stock at a fixed conversion price of $0.30 per share. The Company has recorded debt discount of $200,000, related to the beneficial conversion feature of the notes, which was fully amortized in 2022. 2021 Convertible Notes On September 20, 2021, the Company entered a convertible promissory note with GS Capital Partners, LLC with a face value of $220,000. The note matured on September 20, 2022, and bears interest at 8% per year. The note is convertible into shares of common stock at a fixed conversion price of $0.10 per share. To date, the lender has not declared a default as both Parties continue to actively explore a mutually beneficial path forward. A compromise was not reached as of September 30, 2023; however, the Company remains committed to addressing this matter in full with its convertible note holders and looks forward to reaching an amicable agreement which is advantageous to both Parties during the 4Q of 2023. During the nine months ended September 30, 2023, an aggregate of 3,186,595 shares of common stock were issued upon the conversion of $68,250 of notes payable, $9,995 of related accrued interest, and $3,750 of fees. The value of the shares issued was $542,243, and the Company recorded a loss on conversion of $460,248. During the fourth quarter of 2021, the Company entered twenty convertible promissory notes with various holders aggregating $1,412,000. The notes matured one year from issuance and bear interest at 8% per year. The notes are convertible into shares of common stock at a fixed conversion price of $0.10 per share. During the nine months ended September 30, 2023, an aggregate of 4,376,139 shares of common stock were issued upon the conversion of $145,752 of notes payable, $3,760 of related accrued interest, and $3,000 of fees. The value of the shares issued was $603,290, and the Company recorded a loss on conversion of $450,778. The Company’s convertible promissory notes at September 30, 2023 and December 31, 2022 are as follows: September 30, 2023 December 31, 2022 Convertible notes payable, bearing interest at 8-12% $ 2,136,404 $ 2,054,850 Unamortized debt discount (167,546 ) (68,219 ) Unamortized deferred debt issuance cost (6,438 ) - Total 1,962,420 1,986,631 Current portion $ 1,962,420 $ 1,986,631 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable | |
Notes Payable | Note 8. Notes Payable JMS Investments Between April of 2021 and September 30, 2021, JMS Investments of Staten Island, NY, USA invested $376,000 in seven separate transactions. The sums are repayable in the form of one-year demand notes having an interest rate of 8.5%. GEX Management, Inc. On August 30, 2021, the Company entered a promissory note with GEX Management, Inc. The note matured on February 28, 2022, and was repaid in December 2021. In connection with this note, the Company has agreed to issue 1,000,000 shares of common stock to the lender. These shares have not been issued at September 30, 2023. The shares have been valued at $120,990, which has been included in accrued expenses at September 30, 2023, and December 31, 2022. 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. On March 16, 2021, the U.S. Small Business Administration announced that the deferment period for the repayment would be extended an additional 12 months. On March 15, 2022, the U.S. Small Business Administration announced that the deferment period for the repayment would be extended to 30 months from the date of the note. 2023 Note On January 27, 2023, the Company received a short-term loan of $350,000. The loan was repaid in full on March 6, 2023. In connection with this loan, the Company agreed to issue 2,000,000 shares to the individual, valued at $196,000. As of September 30, 2023, 500,000 shares have been issued and the remaining 1,500,000 shares, valued at $147,000, are classified as Common Stock To Be Issued. 2023 Financing Agreement In June 2023, the Company entered into a financing agreement with a face amount of $260,000. The agreement will be repaid with weekly payments of $3,753, over approximately 16 months. The agreement contained an original issue discount of $60,000 and $5,000 of fees were deducted from the proceeds. The Company received proceeds of $195,000. Additionally, the Company incurred debt costs of $22,655. Total discount and costs of $87,655 will be amortized over the life of the agreement. During the three and nine months ended September 30, 2023, the Company amortized $16,435 and $21,913, respectively, of discount and costs to interest expense. The Company has granted the lender a security interest in substantially all of its cash, accounts receivable, inventory and other assets. The Company has made payments aggregating $63,801 through September 30, 2023. The Company’s notes at September 30, 2023 and December 31, 2022 are as follows: September 30, 2023 December 31, 2022 Notes payable $ 717,813 $ 526,000 Unamortized debt discount (45,000 ) - Unamortized deferred debt issuance cost (20,741 ) - Total 652,072 526,000 Current portion $ 505,764 $ 376,000 |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Liabilities | |
Derivative Liabilities | Note 9. Derivative Liabilities The Company has identified certain embedded derivatives related to one of its convertible notes. Since the note is convertible into a variable number of shares, the conversion features of the note is recorded as a derivative liability. 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 identified embedded derivatives related to the conversion features of the September 2023 note described in Note 7. 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 $128,951, using the Black Scholes Model based on the following assumptions: (1) risk free interest rate of 5.42%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company's common stock of 421%; and (4) an expected life of 1 year. The initial fair value of the embedded debt derivative was allocated $60,000 as debt discount, which will be amortized to interest expense over the original term of the note, with the balance of $68,951 charged to expense at issue date as non-cash interest expense. During the three and nine months ended September 30, 2023, the Company recorded income of $4,183 related to the change in the fair value of the derivative. The fair value of the embedded derivatives was $124,768 at September 30, 2023, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 5.462%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 439%; and (4) an expected life of 11 months. |
Deferred Revenue
Deferred Revenue | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Revenue | |
Deferred Revenue | Note 10. Deferred Revenue In December 2017, the Company and Zhejiang MENRED Environmental Tech Co, Ltd., Zhejiang Province, China (“Menred”), entered into a royalty bearing 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 certain product types sold by Menred mostly for installation in 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. Also pursuant to the License and Supply Agreement, each year the Parties have minimum sales commitments of each other’s products. The License and Supply Agreement has a ten-year term with mutually agreed upon five-year extensions. The parties began a renegotiation of the terms and conditions of this agreement in December of 2022. The Company recognized license revenue of $12,500 for each of the three months ended September 30, 2023 and 2022, and $37,500 for each of the nine months ended September 30, 2023 and 2022. Deferred revenue for the agreement was $211,156 and $248,656 at September 30, 2023 and December 31, 2022, respectively. The Company recognized royalty revenue of $0 for the three and nine months ended September 30, 2023, and 2022. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Litigation From time to time, claims are made against the Company in the ordinary course of its business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties, or injunctions prohibiting the Company from selling one or more products or engaging in other activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on the Company’s results of operations for that period or future periods. In 2015, the Company commenced an action for the cancellation of shares issued to Soex (the “Shares”) in connection with a breached Securities Purchase Agreement and Distribution Agreement entered 2014. The Soex Litigation was tried in U.S. District Court for the Middle District of Florida in October of 2018. The jury at the conclusion of the trial did not award monetary damages to either party for claims or counterclaims. On October 24, 2018, the Company initiated a third lawsuit against an affiliate of Soex, Zhongshan Trans-Tech New Material Technology Co. Ltd. Zhongshan, China, (“Transtech”), and the Chairperson of the affiliate and Soex, based on new information learned by the Company. The Company will seek maximum relief and damages for this on-going and growing illegal misuse the Company’s Intellectual Property. The Company feels this third action will lead in a judgment in favor of the Company. On October 8, 2021, the Company was notified of an unusual order by the Federal District Court judge who oversaw the initial 2018 proceedings. This activity was initiated at the request of Soex’s counsel. The Order awards the defendant (Soex) $300,568 in attorney’s fees and $82,096 in costs for a total award of $382,664 to be paid by Dais. The Order doesn’t specify the date by which the award needs to be paid. The sum is recorded in accrued liabilities. The Company will continue to vigorously defend itself against this Order, as well as move on all possible avenues available in order to stop, what Management believes is an on-going misuse of the Company’s core Intellectual Property. The Company believes - based on the content of the Order and other admissions and actions on the part of others - it has a chance to prevail in an appeal to the benefit of the Company and its shareholders. The Company has engaged in regular conversation with its counsel regarding this matter. Accounts Payable The firms below have pursued legal action against the Company in an effort to collect overdue accounts payable sums. The Company is working with each to enter into a settlement plan, or “pay over a period of time” payment plan. To date, the Company has one agreement in place with SoftinWay, but anticipates additional agreements with the other firms in the future: Company Sum Owned Payment Plan Legal Action Old Dominion Freight Line (repaid – see 1 below) $ 13,575.95 No Yes Power Plant Services (2) $ 85,199.11 No Yes SoftinWay (being repaid – see 3 below) $ 1,100.00 Yes Yes The O-Ring Store $ 10,334.00 No Yes Total $ 110,209.06 Footnotes for Accounts Payable Table 1. This action moved towards settlement in December of 2022 and completing in March of 2023. The sum the creditor froze $28,781 of the Company’s funds at the Company’s bank, the parties discussed the matter. The sum owed was agreed to be $17,212 including principle, interest, court costs and legal fees, and the balance being $11,569 was returned to the Company on May 8, 2023 2. The sum the creditor froze $4,700 of the Company’s funds at the Company’s bank. The Company is exploring post judgement relief options/taking steps to ensure that Secured Noteholders priority is protected and to negotiate an acceptable repayment plan. On June 2, 2023, the creditor obtained the frozen $4,700. Discussions are on-going with the creditor to set up a repayment plan, and the Company’s counsel remains actively engaged in exploring options to ensure that the Secured Noteholder’s priority is protected. 3. The original balance of approximately $24,165 has been consistently paid down per a verbal repayment agreement. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events | |
Subsequent Events | Note 12. Subsequent Events No material events have occurred after September 30, 2023, that requires recognition or disclosure in the financial statements except as follows: Between October 1, 2023, and the date of filing, the Company has repaid $22,518 of the June 2023 financing agreement discussed under Note 8. Notes Payable. On October 12, 2023, the Company issued 1,044,200 shares of common stock to an individual as commission for an order received from a customer. On October 16, the Company issued 1,110,000 shares of common stock for conversions of notes payable. On November 1, 2023, the Company entered into a finance agreement in which it received funds in the amount of $55,000. There are weekly payments due on this agreement. As of the date of filing, the Company has repaid $2,962. No other material events have occurred after September 30, 2023, requiring recognition or disclosure in the financials. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies | |
Use of estimates | Use of estimates - Significant estimates underlying the Company’s reported financial position and results of operations include the allowance for doubtful accounts, fair value of stock-based compensation, fair value of derivative liabilities, valuation allowance on deferred taxes and the warranty reserve. |
Revenue recognition | Revenue recognition - In certain instances, the Company’s ConsERV system product may carry a limited warranty of up to one year for all parts contained therein except for the energy recovery ventilator core produced and sold by the Company. The distributor of the ConsERV system may carry a limited warranty of up to ten years. The limited warranty includes replacement of defective parts for the ConsERV system and includes workmanship and material failure for the ConsERV core. The Company recorded an accrual of $91,531 for future warranty expenses at September 30, 2023 and December 31, 2022, which is included in accrued expenses, other. Royalty revenue is recognized as earned. The Company recognized royalty revenue of $0 for the three and nine months ended September 30, 2023 and 2022, 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 September 30, 2023 and 2022, respectively and $37,500 and $37,500 for the nine months ended September 30, 2023 and 2022, 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.” 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 a certain amount of Product from Menred. The Agreement has a ten-year term with mutually agreed upon five-year extensions. |
Cash and cash equivalents | Cash and cash equivalents - |
Concentrations | Concentrations - |
Fair Value of Financial Instruments | Fair Value of Financial Instruments - |
Inventory | Inventory - |
Property and equipment | Property and equipment - |
Intangible assets | Intangible assets |
Research and development expenses and funding proceeds | Research and development expenses and funding proceeds - |
Derivative Liability | Derivative Liability |
Fair Value Measurements | Fair Value Measurements The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below: · Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. · Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. · Level 3 - Inputs that are both significant to the fair value measurement and unobservable. The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the nine months ended September 30, 2023: September 30, 2023 Balance, beginning of period $ - Additions 128,951 Extinguished derivative liability - Change in fair value of derivative liabilities (4,183 ) Balance, end of period $ 124,768 |
Earnings (loss) per share | Earnings (loss) per share Nine Months Ended September 30, 2023 2022 Shares underlying options and warrants outstanding 20,052,221 12,429,998 Shares underlying convertible notes outstanding 29,726,986 17,566,167 Shares underlying convertible preferred stock warrants 250,000,000 - 299,779,207 29,996,165 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements - |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Significant Accounting Policies | |
Schedule of derivative liability at measured value | September 30, 2023 Balance, beginning of period $ - Additions 128,951 Extinguished derivative liability - Change in fair value of derivative liabilities (4,183 ) Balance, end of period $ 124,768 |
Schedule of antidilutive securities | Nine Months Ended September 30, 2023 2022 Shares underlying options and warrants outstanding 20,052,221 12,429,998 Shares underlying convertible notes outstanding 29,726,986 17,566,167 Shares underlying convertible preferred stock warrants 250,000,000 - 299,779,207 29,996,165 |
Accrued Expenses Other (Tables)
Accrued Expenses Other (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses Other | |
Schedule of accrued expenses, other | September 30, December 31, 2023 2022 Accrued expenses, other $ 667,398 $ 673,270 Accrued interest 4,328,902 3,253,787 Accrued warranty costs 91,531 91,531 $ 5,087,831 $ 4,018,588 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Expenses Other | |
Schedule of convertible notes payable | September 30, 2023 December 31, 2022 Convertible notes payable, bearing interest at 8-12% $ 2,136,404 $ 2,054,850 Unamortized debt discount (167,546 ) (68,219 ) Unamortized deferred debt issuance cost (6,438 ) - Total 1,962,420 1,986,631 Current portion $ 1,962,420 $ 1,986,631 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable | |
Schedule of Notes Payable | September 30, 2023 December 31, 2022 Notes payable $ 717,813 $ 526,000 Unamortized debt discount (45,000 ) - Unamortized deferred debt issuance cost (20,741 ) - Total 652,072 526,000 Current portion $ 505,764 $ 376,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies | |
Schedule of pursued legal action | Company Sum Owned Payment Plan Legal Action Old Dominion Freight Line (repaid – see 1 below) $ 13,575.95 No Yes Power Plant Services (2) $ 85,199.11 No Yes SoftinWay (being repaid – see 3 below) $ 1,100.00 Yes Yes The O-Ring Store $ 10,334.00 No Yes Total $ 110,209.06 |
Going Concern and Managements_2
Going Concern and Managements Plans (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Going Concern and Managements Plans | |||
Net income (loss) | $ (5,931,924) | ||
Accumulated deficit | (68,206,589) | $ (62,274,665) | |
Total stockholders' deficit | (14,476,479) | ||
Working capital deficit | (14,509,449) | ||
Net cash used in operating activities | 1,191,075 | $ 1,389,768 | |
Cash and cash equivalents | $ 19,511 |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Significant Accounting Policies | |
Balance, beginning of period | $ 0 |
Additions | 128,951 |
Extinguished derivatives liability | 0 |
Change in fair value of derivative liabilities | (4,183) |
Balance, Endinng of period | $ 124,768 |
Significant Accounting Polici_5
Significant Accounting Policies (Details 1) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Significant Accounting Policies | ||||
Shares underlying options and warrants outstanding | 20,052,221 | 12,429,998 | ||
Shares underlying convertible notes outstanding | 29,726,986 | 17,566,167 | ||
Shares underlying convertible preferred stock warrants | 250,000,000 | |||
Anti-dilutive common shares | 299,779,207 | 29,996,165 | 299,779,207 | 29,996,165 |
Significant Accounting Polici_6
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Anti-dilutive common shares | 299,779,207 | 29,996,165 | 299,779,207 | 29,996,165 | |
Royalty revenues | $ 0 | $ 0 | |||
License fees revenue | $ 12,500 | $ 12,500 | 37,500 | 37,500 | |
Inventory raw materials | 206,958 | 206,958 | $ 269,083 | ||
Future warranty expenses | 91,531 | 91,531 | 91,531 | ||
Inventory in process | 4,363 | 4,363 | 5,997 | ||
Inventory finished goods | 0 | 0 | $ 19,392 | ||
Depreciation expense | 2,301 | 2,424 | 7,420 | 6,591 | |
Research and development expenses | 75,135 | 85,887 | $ 307,894 | 212,508 | |
Leasehold Improvements [Member] | |||||
Property and equipment estimated useful life | 5 years | ||||
Minimum [Member] | |||||
Property and equipment estimated useful life | 3 years | ||||
Maximum [Member] | |||||
Property and equipment estimated useful life | 7 years | ||||
Intangible Assets [Member] | |||||
Estimated useful lives of patents | 17 years | ||||
Patents [Member] | |||||
Amortization expense | 5,229 | $ 5,078 | $ 15,374 | $ 14,860 | |
Future amortization expense, 2022 | $ 20,000 | $ 20,000 | |||
Four Customers [Member] | Accounts Receivable [Member] | |||||
Concentration of risk | 78% | ||||
Two Customers [Member] | Accounts Receivable [Member] | |||||
Concentration of risk | 76% | ||||
Three Customers [Member] | Revenue [Member] | |||||
Concentration of risk | 60% | ||||
One Customers [Member] | Revenue [Member] | |||||
Concentration of risk | 60% |
Accrued Expenses Other (Details
Accrued Expenses Other (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses Other | ||
Accrued expenses, other | $ 667,398 | $ 673,270 |
Accrued interest | 4,328,902 | 3,253,787 |
Accrued warranty costs | 91,531 | 91,531 |
Total accrued expenses | $ 5,087,831 | $ 4,018,588 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Oct. 12, 2019 | Apr. 29, 2022 | Jun. 24, 2016 | Feb. 27, 2015 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Rent expense | $ 12,198 | $ 12,198 | $ 36,594 | $ 36,594 | |||||
Lease term description | The lease term will terminate upon 30 days’ written notice from landlord or 90 days written termination from us. The lease is considered to be short term or month to month | ||||||||
Financing cost | $ 38,050 | ||||||||
Interest expense | 356,743 | 242,055 | 967,251 | 611,516 | |||||
Accrued interest | 3,966,413 | 3,966,413 | $ 3,029,162 | ||||||
Interest payments | 18,000 | 30,000 | |||||||
Building [Member] | |||||||||
Monthly rent expense | 4,066 | ||||||||
Ethos Business Ventures | |||||||||
Advanced amount | 592,960 | ||||||||
Ownership amount | 592,960 | ||||||||
Interest expense | 6,000 | ||||||||
Chief Executive Officer [Member] | |||||||||
Interest expense | 150 | $ 150 | 450 | 300 | |||||
Promissory note | $ 10,000 | ||||||||
Accrued compensation | 2,197,717 | 2,197,717 | 2,140,687 | ||||||
Interest Bearing Per Year | 10% | ||||||||
Debt instrument maturity date | Oct. 12, 2021 | ||||||||
Received loan | $ 100,000 | ||||||||
Accrued interest | 2,400 | 2,400 | 1,950 | ||||||
Mr. Tangredi [Member] | |||||||||
Conversion price | $ 1.50 | ||||||||
Unpaid compensation | $ 500,000 | ||||||||
Unpaid compensation convert into common stock amount | $ 100,000 | ||||||||
Conversion rate | 75% | ||||||||
Percentage of cash payment compensation income | 20% | ||||||||
Converted unpaid compensation into common stock | $ 100,000 | ||||||||
Mr. Tangredi [Member] | Class A Convertible Preferred Stock [Member] | |||||||||
Beneficial owner description | greater of 40% of the then-outstanding voting power of the voting | ||||||||
Loan And Security Agreement [Member] | Patricia Tangredi [Member] | |||||||||
Advances received | 884,960 | ||||||||
Advances repaid | 32,000 | $ 154,398 | |||||||
Total principal and interest | $ 7,219,871 | $ 7,219,871 | $ 5,429,661 | ||||||
Debt instrument maturity date | Nov. 01, 2021 | ||||||||
Interest rate | 12% | ||||||||
Senior secured promissory note | $ 150,000 | ||||||||
Senior secured debt, minimum interest payment | 2,000 | ||||||||
Exceeding amount | $ 1,000,000 |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Apr. 14, 2023 shares | Aug. 31, 2023 USD ($) $ / shares shares | Jul. 31, 2023 USD ($) $ / shares shares | Apr. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 $ / shares shares | Jul. 31, 2022 USD ($) shares | May 31, 2022 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) integer $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | |
Common stock value | $ | $ 214,796 | $ 214,796 | $ 106,193 | ||||||||||
Preferred stock, shares par value | $ / shares | $ 0.01 | $ 0.01 | |||||||||||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | |||||||||||
Common stock shares authorized | 1,100,000,000 | 1,100,000,000 | 1,100,000,000 | ||||||||||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||||
Common stock shares issued for service | 570,000 | ||||||||||||
Shares issued for services, amount | $ | $ 67,400 | $ 13,500 | |||||||||||
Loss on conversion | $ | $ 10,152 | $ 73,937 | $ 847,241 | ||||||||||
Volatility rate | 421% | ||||||||||||
Dividend yield | 0% | ||||||||||||
Compensation expense | $ | $ 2,248,782 | $ 0 | |||||||||||
Board of Directors [Member] | |||||||||||||
Preferred stock, shares par value | $ / shares | $ 0.01 | ||||||||||||
Preferred stock shares authorized | 10,000,000 | ||||||||||||
Common stock, par value | $ / shares | $ 0.01 | ||||||||||||
Warrants [Member] | |||||||||||||
Number of warrant exercised | 577,500 | ||||||||||||
Exercise price | 450,000 | ||||||||||||
Common stock shares issued for service | 200,000 | ||||||||||||
Options and Warrants [Member] | |||||||||||||
Number of warrant exercised | 733,333 | ||||||||||||
Risk free interest rate minimum | 3.90% | ||||||||||||
Risk free interest rate maximum | 1.33% | ||||||||||||
Volatility rate | 362% | ||||||||||||
Expected life | 5 years | ||||||||||||
Dividend yield | 0% | ||||||||||||
Warrants, per share price | $ / shares | $ 0.10 | ||||||||||||
Warrants, exercise price | $ / shares | $ 0.20 | ||||||||||||
Convertible Note [Member] | |||||||||||||
Number of warrant exercised | 577,500 | ||||||||||||
Issued of warrant purchase | 800,000 | ||||||||||||
Fair value of warrants | $ | $ 78,395 | ||||||||||||
Risk free interest rate | 362% | ||||||||||||
Expected life | 5 years | ||||||||||||
Dividend yield | 0% | ||||||||||||
Warrants issued | 733,333 | ||||||||||||
Warrants, per share price | $ / shares | $ 0.10 | ||||||||||||
Volatility rate, Minimum | 3.90% | ||||||||||||
Volatility rate, Maximum | 1.33% | ||||||||||||
Options and Warrants [Member] | April 2023 [Member] | Transaction 1 [Member] | |||||||||||||
Risk free interest rate | 3.60% | ||||||||||||
Volatility rate | 371% | ||||||||||||
Expected life | 5 years | ||||||||||||
Warrant term | five years | ||||||||||||
Conversion price | $ / shares | $ 0.10 | ||||||||||||
Dividend yield | 0% | ||||||||||||
Warrant to purchase shares of common stock | 555,556 | ||||||||||||
Fair value of warrants | $ | $ 29,100 | ||||||||||||
Options and Warrants [Member] | April 2023 [Member] | Transaction 2 [Member] | |||||||||||||
Debt instrument maturity date | Jan. 05, 2028 | ||||||||||||
Risk free interest rate | 3.60% | ||||||||||||
Volatility rate | 376% | ||||||||||||
Cashless exercise price | $ / shares | $ 0.20 | ||||||||||||
Expected life | 4 years 9 months | ||||||||||||
Conversion price | $ / shares | $ 0.10 | ||||||||||||
Dividend yield | 0% | ||||||||||||
Warrant to purchase shares of common stock | 500,000 | ||||||||||||
Fair value of warrants | $ | $ 16,935 | ||||||||||||
Options and Warrants [Member] | April 2023 [Member] | Transaction 3 [Member] | |||||||||||||
Risk free interest rate | 3.51% | ||||||||||||
Volatility rate | 376% | ||||||||||||
Cashless exercise price | $ / shares | $ 0.20 | ||||||||||||
Expected life | 5 years | ||||||||||||
Warrant term | five years | ||||||||||||
Conversion price | $ / shares | $ 0.10 | ||||||||||||
Dividend yield | 0% | ||||||||||||
Warrant to purchase shares of common stock | 2,000,000 | ||||||||||||
Fair value of warrants | $ | $ 67,741 | ||||||||||||
Options and Warrants [Member] | August 2023 [Member] | Transaction 1 [Member] | |||||||||||||
Risk free interest rate | 4.24% | ||||||||||||
Volatility rate | 406% | ||||||||||||
Cashless exercise price | $ / shares | $ 0.20 | ||||||||||||
Expected life | 5 years | ||||||||||||
Warrant term | five years | ||||||||||||
Conversion price | $ / shares | $ 0.10 | ||||||||||||
Dividend yield | 0% | ||||||||||||
Warrant to purchase shares of common stock | 500,000 | ||||||||||||
Fair value of warrants | $ | $ 12,722 | ||||||||||||
Options and Warrants [Member] | August 2023 [Member] | Transaction 2 [Member] | |||||||||||||
Risk free interest rate | 4.44% | ||||||||||||
Volatility rate | 391% | ||||||||||||
Warrant term | five years | ||||||||||||
Conversion price | $ / shares | $ 0.03 | ||||||||||||
Dividend yield | 0% | ||||||||||||
Warrant to purchase shares of common stock | 4,000,000 | ||||||||||||
Fair value of warrants | $ | $ 99,999 | ||||||||||||
Compensation expense | $ | 19,444 | 19,444 | |||||||||||
Options and Warrants [Member] | July 2023 [Member] | |||||||||||||
Risk free interest rate | 4.19% | ||||||||||||
Volatility rate | 391% | ||||||||||||
Warrant term | five years | ||||||||||||
Conversion price | $ / shares | $ 0 | ||||||||||||
Dividend yield | 0% | ||||||||||||
Warrant to purchase shares of common stock | 1,500,000 | ||||||||||||
Fair value of warrants | $ | $ 4,687,500 | ||||||||||||
Compensation expense | $ | 2,148,438 | 2,148,438 | |||||||||||
Options and Warrants [Member] | September 2023 [Member] | |||||||||||||
Debt instrument maturity date | Sep. 07, 2027 | ||||||||||||
Conversion price | $ / shares | $ 0.30 | $ 0.30 | |||||||||||
Warrant to purchase shares of common stock | 1,000,000 | 1,000,000 | |||||||||||
Common Stock Transactions [Member] | |||||||||||||
Common stock value | $ | $ 40,608 | $ 100,072 | $ 1,004,853 | 40,608 | |||||||||
Shares of common stock for cash | 1,000,000 | ||||||||||||
Expiry of warrant | 5,344,939 | ||||||||||||
Number of warrant exercised | 1,015,200 | 1,202,595 | 5,344,939 | ||||||||||
Conversion of notes payable | $ | $ 47,000 | $ 23,250 | $ 143,752 | ||||||||||
Accrued interest, | $ | $ 3,760 | 1,385 | $ 8,610 | $ 3,760 | |||||||||
Common stock shares cancelled | 1,000,000 | ||||||||||||
Shares issued of common stock upon the conversion of note payabe, shares | 470,000 | 457,500 | |||||||||||
Shares issued of common stock upon the conversion of note payabe, amount | $ | $ 47,000 | $ 45,000 | |||||||||||
Shares issued of common stock upon the conversion of note payabe, costs | $ | $ 750 | ||||||||||||
Issued of warrant purchase | 577,500 | ||||||||||||
Shares of common stock upon the cashless exercise of common stock warrants | 1,510,000 | ||||||||||||
Common stock upon cashless exercise of shares issued | 1,276,406 | ||||||||||||
fees | $ | $ 1,500 | $ 5,250 | |||||||||||
Common stock shares issued for service | 570,000 | 2,000,000 | 13,500 | ||||||||||
Shares issued | 500,000 | 500,000 | |||||||||||
Shares value | $ | $ 147,000 | $ 147,000 | |||||||||||
Shares issued for services, amount | $ | $ 67,400 | $ 196,000 | |||||||||||
Common Stocks To Be Issued | 1,500,000 | 1,500,000 | |||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Preferred stock, shares par value | $ / shares | $ 0.01 | ||||||||||||
Preferred stock shares authorized | 2,000,000 | ||||||||||||
Preferred stock, number of votes | integer | 150 | ||||||||||||
Conversion price description | The Conversion Price shall be equal to 75% of the average closing price for the 30 trading days prior to the election to convert | ||||||||||||
Voting power | 49% | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Preferred stock, shares par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Preferred stock shares authorized | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||
Voting right description | equal to 51% of the votes to approve certain corporate actions, including, without limitation, changing the name of the Company and increasing the number of authorized shares | ||||||||||||
Preferred stock, number of votes | integer | 150 | ||||||||||||
Per share | $ / shares | $ 1.50 | ||||||||||||
Series C Preferred Stock [Member] | |||||||||||||
Preferred stock, shares par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Preferred stock shares authorized | 100,000 | 100,000 | 100,000 | 100,000 | |||||||||
Series D Preferred Stock [Member] | |||||||||||||
Preferred stock, shares par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Preferred stock shares authorized | 10,000 | 10,000 | 10,000 | 10,000 | |||||||||
Series E Preferred Stock [Member] | |||||||||||||
Preferred stock, shares par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Preferred stock shares authorized | 250,000 | 250,000 | 250,000 | 250,000 | |||||||||
Series F Preferred Stock [Member] | |||||||||||||
Preferred stock, shares par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Preferred stock shares authorized | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Expenses Other | ||
Convertible notes payable, bearing interest at 8-12% | $ 2,136,404 | $ 2,054,850 |
Unamortized debt discount | (167,546) | (68,219) |
Unamortized deferred debt issuance cost | (6,438) | 0 |
Total | 1,962,420 | 1,986,631 |
Current portion | $ 1,962,420 | $ 1,986,631 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Apr. 11, 2023 | Dec. 12, 2022 | Nov. 04, 2022 | Sep. 07, 2022 | Sep. 30, 2023 | Aug. 31, 2023 | Apr. 30, 2023 | Aug. 20, 2022 | Jun. 15, 2022 | Sep. 20, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Financing cost | $ 38,050 | |||||||||||||||||
Convertible notes payable | $ 15,000 | $ 15,000 | 15,000 | $ 15,000 | ||||||||||||||
Accrued interest | 3,966,413 | 3,966,413 | 3,966,413 | 3,029,162 | ||||||||||||||
Proceeds from convertible note | $ 43,950 | |||||||||||||||||
Debt discount | 45,000 | 45,000 | 45,000 | 0 | ||||||||||||||
Convertible promissory note, amount | $ 1,962,420 | $ 1,962,420 | 1,962,420 | $ 1,986,631 | ||||||||||||||
Discount related to beneficial conversion feature of the note | $ 100,000 | $ 200,000 | ||||||||||||||||
Amortization of discount and costs to interest expense | $ 177,926 | $ 1,360,025 | ||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||
Common stock shares issued, shares | 4,376,139 | 4,376,139 | 4,376,139 | |||||||||||||||
Common stock shares issued, amount | $ 603,290 | $ 603,290 | $ 603,290 | |||||||||||||||
Loss on conversion | 450,778 | |||||||||||||||||
2022 Convertible Notes [Member] | ||||||||||||||||||
Financing cost | 78,395 | |||||||||||||||||
Cashless exercise price | $ 0.20 | |||||||||||||||||
Convertible notes payable | $ 40,000 | $ 25,000 | $ 100,000 | $ 800,000 | $ 49,850 | $ 300,000 | $ 800,000 | $ 800,000 | ||||||||||
Maturity date | Jan. 05, 2024 | May 04, 2023 | Sep. 07, 2023 | Feb. 20, 2023 | Dec. 15, 2022 | |||||||||||||
Bear interest rate | 8% | 10% | 8% | 8% | 8% | |||||||||||||
Conversion price | $ 0.05 | $ 0.30 | $ 0.10 | $ 0.10 | $ 0.30 | $ 0.30 | $ 0.10 | $ 0.10 | ||||||||||
Proceeds from convertible note | $ 300,000 | |||||||||||||||||
Debt discount | $ 100,000 | $ 200,000 | ||||||||||||||||
Amortization of discount and costs to interest expense | $ 18,630 | $ 68,219 | ||||||||||||||||
2021 Convertible Notes [Member] | ||||||||||||||||||
Common stock shares issued, shares | 3,186,595 | 3,186,595 | 3,186,595 | |||||||||||||||
Common stock shares issued, amount | $ 542,243 | $ 542,243 | $ 542,243 | |||||||||||||||
Loss on conversion | 460,248 | |||||||||||||||||
Fees | $ 3,000 | 3,750 | ||||||||||||||||
Common stock issued upon the conversion of notes payable | 145,752 | |||||||||||||||||
Convertible notes payable | $ 220,000 | 1,412,000 | $ 1,412,000 | |||||||||||||||
Accrued interest | 9,995 | 9,995 | $ 3,760 | 9,995 | $ 3,760 | |||||||||||||
Common stock conversion note payable costs | 68,250 | |||||||||||||||||
Maturity date | Sep. 20, 2022 | |||||||||||||||||
Bear interest rate | 8% | 8% | ||||||||||||||||
Conversion price | $ 0.10 | $ 0.10 | $ 0.10 | |||||||||||||||
2023 Convertible Notes [Member] | April 2023 [Member] | Transaction 1 [Member] | ||||||||||||||||||
Payment made to vendor | $ 2,550 | |||||||||||||||||
Original issue discount | 5,556 | |||||||||||||||||
Proceeds from debt financing | 43,950 | |||||||||||||||||
Debt costs | 3,500 | |||||||||||||||||
Total discount and costs | $ 59,056 | |||||||||||||||||
Maturity date | Mar. 30, 2024 | |||||||||||||||||
Bear interest rate | 12% | |||||||||||||||||
Conversion price | $ 0.05 | |||||||||||||||||
Warrant to purchase shares of common stock | 555,556 | |||||||||||||||||
Convertible promissory note, amount | $ 55,556 | |||||||||||||||||
Fair value of warrants | 29,100 | |||||||||||||||||
Discount related to beneficial conversion feature of the note | 20,900 | |||||||||||||||||
Amortization of discount and costs to interest expense | 14,764 | 29,528 | ||||||||||||||||
2023 Convertible Notes [Member] | April 2023 [Member] | Transaction 2 [Member] | ||||||||||||||||||
Total discount and costs | $ 25,000 | |||||||||||||||||
Maturity date | Apr. 27, 2024 | |||||||||||||||||
Bear interest rate | 8% | |||||||||||||||||
Conversion price | $ 0.05 | |||||||||||||||||
Warrant to purchase shares of common stock | 500,000 | |||||||||||||||||
Convertible promissory note, amount | $ 25,000 | |||||||||||||||||
Fair value of warrants | 16,935 | |||||||||||||||||
Discount related to beneficial conversion feature of the note | 8,065 | |||||||||||||||||
Amortization of discount and costs to interest expense | 6,250 | 10,417 | ||||||||||||||||
2023 Convertible Notes [Member] | April 2023 [Member] | Transaction 3 [Member] | ||||||||||||||||||
Total discount and costs | $ 100,000 | |||||||||||||||||
Maturity date | Apr. 28, 2024 | |||||||||||||||||
Bear interest rate | 8% | |||||||||||||||||
Conversion price | $ 0.05 | |||||||||||||||||
Warrant to purchase shares of common stock | 2,000,000 | |||||||||||||||||
Convertible promissory note, amount | $ 100,000 | |||||||||||||||||
Fair value of warrants | 67,741 | |||||||||||||||||
Discount related to beneficial conversion feature of the note | 32,259 | |||||||||||||||||
Amortization of discount and costs to interest expense | 25,000 | 41,668 | ||||||||||||||||
2023 Convertible Notes [Member] | August 2023 [Member] | ||||||||||||||||||
Maturity date | Aug. 02, 2024 | |||||||||||||||||
Bear interest rate | 8% | |||||||||||||||||
Conversion price | $ 0.05 | |||||||||||||||||
Warrant to purchase shares of common stock | 500,000 | |||||||||||||||||
Convertible promissory note, amount | $ 50,000 | |||||||||||||||||
Fair value of warrants | $ 12,722 | |||||||||||||||||
Amortization of discount and costs to interest expense | $ 2,120 | $ 2,120 | ||||||||||||||||
2023 Convertible Notes [Member] | September 2023 [Member] | ||||||||||||||||||
Total discount and costs | 65,000 | $ 100,000 | ||||||||||||||||
Costs incurred during conversion | $ 5,000 | |||||||||||||||||
Maturity date | Sep. 08, 2024 | |||||||||||||||||
Bear interest rate | 12% | |||||||||||||||||
Conversion price | 61% | 61% | 61% | |||||||||||||||
Convertible promissory note, amount | $ 65,000 | $ 65,000 | $ 65,000 | |||||||||||||||
Discount related to beneficial conversion feature of the note | $ 60,000 | |||||||||||||||||
Amortization of discount and costs to interest expense | $ 4,063 | $ 4,063 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Notes Payable | ||
Notes payable | $ 717,813 | $ 526,000 |
Unamortized debt discount | (45,000) | 0 |
Unamortized deferred debt issuance cost | (20,741) | 0 |
Total | 652,072 | 526,000 |
Current portion | $ 505,764 | $ 376,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Apr. 14, 2023 | Jan. 27, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Shares issued for services, amount | $ 147,000 | |||||
Common stock value | $ 214,796 | 214,796 | $ 106,193 | |||
Common stock shares issued for service | 570,000 | |||||
Debt payments paid | $ 0 | |||||
Amortization of discount and costs to interest expense | 177,926 | $ 1,360,025 | ||||
2023 Financing Agreement [Member] | ||||||
Loan amount | 260,000 | 260,000 | ||||
Total discount and costs | 87,655 | |||||
Debt weekly payments | 3,753 | |||||
Original issue discount | 60,000 | 60,000 | ||||
Fees expense | 5,000 | |||||
Proceeds from debt financing | 195,000 | |||||
Debt costs | 22,655 | |||||
Debt payments paid | 63,801 | |||||
Amortization of discount and costs to interest expense | 16,435 | $ 21,913 | ||||
June 12, 2020 [Member] | Small Business Administration Loan [Member] | ||||||
Interest rate | 3.75% | |||||
Loan amount | 150,000 | $ 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 | |||||
April 2021 [Member] | JMS Investments of Staten Island [Member] | ||||||
Interest rate | 8.50% | |||||
Total investments | $ 376,000 | |||||
January 27, 2023 [Member] | Paycheck Protection Program [Member] | ||||||
Common stock value | $ 147,000 | $ 147,000 | ||||
Loan and accrued interest forgiven | $ 196,000 | |||||
Shares issued | 2,000,000 | 500,000 | 500,000 | |||
Loan amount | $ 350,000 | |||||
Remaining common stock to be issued | 1,500,000 | 1,500,000 | ||||
Augustl 30, 2021 [Member] | Paycheck Protection Program [Member] | ||||||
Common stock shares issued for service | 120,990 | |||||
Common stock shares issued remaining | 1,000,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Change in fair value of derivative liabilities | $ 128,951 | |
Fair value of derivative liabilities | 128,951 | |
Net income | 4,183 | |
Debt discount | 60,000 | |
Derivative liability | 124,768 | $ 0 |
Non-cash interest expenses | $ 68,951 | |
Risk free interest rate | 5.42% | |
Volatility rate | 421% | |
Expected life | 1 year | |
Dividend yield | 0% | |
Black Scholes Model [Member] | ||
Derivative liability | $ 124,768 | |
Non-cash interest expenses | $ 68,951 | |
Risk free interest rate | 5.46% | |
Volatility rate | 439% | |
Expected life | 11 months | |
Dividend yield | 0% |
Deferred Revenue (Details Narra
Deferred Revenue (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Deferred Revenue | |||||
Recognized license revenue | $ 12,500 | $ 12,500 | $ 37,500 | $ 37,500 | |
Royalty revenue | 0 | $ 0 | |||
Deferred Revenue | $ 211,156 | $ 211,156 | $ 248,656 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Total | $ 110,209 |
Old Dominion Freight Line [Member] | |
Sum Owned | $ 13,575 |
Payment Plan | No |
Legal Action | Yes |
Power Plant Services [Member] | |
Sum Owned | $ 85,199 |
Payment Plan | No |
Legal Action | Yes |
SoftinWay[Member] | |
Sum Owned | $ 1,100 |
Payment Plan | Yes |
Legal Action | Yes |
The O-Ring Store [Member] | |
Sum Owned | $ 10,334 |
Payment Plan | No |
Legal Action | Yes |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - USD ($) | 9 Months Ended | |||
Jun. 02, 2023 | May 08, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Account payable | $ 1,349,128 | $ 1,401,934 | ||
Verbal Repayment Agreement | ||||
Account payable | 24,165 | |||
October 8, 2021 [Member] | Soex [Member] | ||||
Attorneys fees | 300,568 | |||
Cost related to defendant | 82,096 | |||
Settlement amount of creditor | 28,781 | |||
Legal expenses | $ 11,569 | 17,212 | ||
Unpaid debts to creditors fund | $ 4,700 | 4,700 | ||
Total award to defendant | $ 382,664 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 9 Months Ended | ||||
Nov. 01, 2023 | Oct. 16, 2023 | Oct. 12, 2023 | Oct. 01, 2023 | Sep. 30, 2022 | |
Repayment of notes payble | $ 0 | ||||
Subsequent Event [Member] | |||||
Common stock shares issued for commission | 1,044,200 | ||||
Shares issued for conversions of notes payable | 1,110,000 | ||||
Repayment of notes payble | $ 22,518 | ||||
Subsequent Event [Member] | Finance agreement [Member] | |||||
Proceeds from debt | $ 55,000 | ||||
Debt weekly payments | $ 2,962 |