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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
☒	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended December 31, 2020
	For the fiscal year ended December 31, 2021
or
☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to __________________

Commission file number 000-53554

DAIS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New York		14-1760865
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
(State or Other Jurisdiction ofIncorporation or Organization)		(I.R.S. EmployerIdentification No.)

11552 Prosperous Drive

Odessa, Florida

33556

(Address of Principal Executive Offices)

(Zip Code)

(727) 375-8484

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange on Which Registered
None		None

Securities registered pursuant to Section 12(g) of the Act:

(Title of Class) ~~Common Stock, par value $0.01 per share~~

Common Stock, par value $0.01 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that registrant was required to submit such files. Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated ~~filer~~Filer ☐ Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ .

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of ~~June~~December 3031, ~~2020~~2021 was $2863,~~465~~350,330 based on the closing price of $06.~~1242~~80 per share of Dais Corporation common stock as quoted on the OTC Pink Marketplace and a public float of ~~229~~9,~~557~~316,225 on that date.

On ~~September~~April 1715, ~~2021~~2022, there were 9,415,425 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

PART I
ITEM 1.	BUSINESS.	4
ITEM 1A.	RISK FACTORS.	1110
ITEM 1B.	UNRESOLVED STAFF COMMENTS.	1110
ITEM 2.	PROPERTIES.	1110
ITEM 3.	LEGAL PROCEEDINGS.	1211
ITEM 4.	MINE SAFETY DISCLOSURES	1312
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.	1413
ITEM 6.	SELECTED FINANCIAL DATA.	1714
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.	1714
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	2722
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	2722
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	2722
ITEM 9A.	CONTROLS AND PROCEDURES.	2722
ITEM 9B.	OTHER INFORMATION.	2722
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	2823
ITEM 11.	EXECUTIVE COMPENSATION.	3025
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	3227
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; AND DIRECTOR INDEPENDENCE.	3328
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	3630
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.	3831

Table of Contents

Introductory Comments

Throughout this Annual Report on Form 10-K, the terms “we,” “us,” “our,” “the Company,” “our Company,” and “DLYT,” refer to Dais Corporation, a New York corporation (formerly known as ‘Dais Analytic Corporation’).

PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, forward-looking statements are identified by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. Such statements include, without limitation, statements regarding:

●· our need for, and our ability to raise, additional equity or debt financing on acceptable terms, if at all; ●· our ability to continue as a going concern; ●· our need to take additional cost reduction measures, cease operations or sell our operating assets, if we are unable to obtain sufficient additional financing; ●· our belief that we will have sufficient liquidity to finance normal operations for the foreseeable future; ●· the options we may pursue considering our financial condition; ●· the amount of cash necessary to operate our business; ●· our plans and expectations with respect to our continued operations; ●· the expected development and success of new instrument and consumables product offerings; ●· the expected expenses of, and benefits and results from, our research and development efforts; ●· the expected benefits and results from our collaboration programs, strategic alliances, and joint ventures; ●· general economic conditions; ●· the anticipated future financial performance and business operations of our company; ●· our reasons for focusing our resources on the market for nano-structured polymer technology materials; ●· the price volatility of the common stock; ●· the historically low trading volume of the common stock; ●· our ability to attract and retain qualified personnel; ●· unanticipated litigation and the outcome of existing litigation; ●· our ability to do business in China and elsewhere overseas; ●· our ability to compete with current and future competitors; ●· the trustworthiness of our counterparties to fulfill their obligations; ●· our ability to commercialize our intellectual property; ●· other factors discussed in our other filings made with the Commission.

These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements, expressed or implied, by such forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this Annual Report on Form 10-K. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this Annual Report on Form 10-K to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based. Factors that could cause or contribute to differences in our future financial and other results include those discussed in the risk factors set forth in Part I, Item 1A of this Annual Report on Form 10-K as well as those discussed elsewhere in this Annual Report on Form 10-K. We qualify all of our forward-looking statements by these cautionary statements.

Table of Contents

ITEM 1. BUSINESS.

Throughout this document we use the following terms: Aqualyte^™, ConsERV^™, NanoClear^™, PolyCool^™ and NanoAir^™, all of which are unregistered trademarks of the Company.

Overview

Dais Corporation (“Dais”, “us,” “we,”, the “Company”) is a ~~nano-structured~~proprietary, nanotechnology polymer ~~technology~~ materials company. ~~having~~Nanotechnology ~~developed~~involves studying and ~~now~~working ~~commercializing~~with ~~products~~matter ~~using~~on an ultra-small scale. Doing this is how the Company built features and properties ~~found~~into in its platform of nanomaterial ~~branded~~sold ~~and~~under ~~sold~~the asbrand name “Aqualtye™. Aqualyte™ .is ~~The~~used ~~first~~to ~~commercial~~enable new product isvariants ~~the~~we ~~Aqualyte~~believe ~~nanomaterial~~are better than traditional products which use energy consuming and break-able components. Aqualyte™ itself, ~~used~~is bymarketed to OEMs to create differentiated products, while the second product is a fixed plate energy recovery ventilator called ConsERV, 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. We continue to develop other nano-structured polymer technology applications in HVAC/Refrigeration, energy, food services and wastewater treatment industries.

Corporate History

We were incorporated as a New York corporation on April 8, 1993, as The Dais Corporation. The Company was formed to develop new, cost-effective polymer materials for various applications, including providing a lower cost membrane material for Polymer Electrolyte Membrane fuel cells. We believe our research on materials science has yielded technological advances in the field of selective ion transport polymer materials. In December 1999, the Company purchased the assets of Analytic Power Corporation, in March 2002, the Company sold substantially all its fuel cell assets to Chevron, a large U.S. oil company for a combination of cash and the assumption by such company of certain of the Company’s obligations and began working to commercialize the attributes and features of the nanomaterials developed since formation. In November of 2018, the board of directors unanimously voted to change the name of the Company from Dais Analytic Corporation to Dais Corporation (the “Name Change”). The Name Change took effect with FINRA on February 27, 2019.

In December 1999, the Company purchased the assets of Analytic Power Corporation, a corporation founded in 1984 to provide design, analysis, and systems integration services in the field of fuel cells, fuel processors, and integrated fuel cell power systems. Subsequently, on December 13, 1999, the Company changed its name to Dais Analytic Corporation.

In March 2002, the Company sold substantially all its fuel cell assets to Chevron, a large U.S. oil company for a combination of cash and the assumption by such company of certain of the Company’s obligations. Subsequently, the Company focused on expanding its nano-structured polymer platform, having already identified the Energy Recovery Ventilator (“ERV”) application as our first commercial product.

In November of 2018, the board of directors unanimously voted to change the name of the Company from Dais Analytic Corporation to Dais Corporation (the “Name Change”). The Name Change took effect with FINRA on February 27, 2019.

On November 2, 2018, the shareholders of the Company approved an increase in the authorized common shares of the company from 240,000,000 shares to 340,000,000 shares. On March 14, 2019, the shareholders approved an increase in authorized common shares from 340,000,000 shares to 1,100,000,000 shares. In July 2019, the shareholders of the Company approved a reverse stock split of the issued and outstanding shares of the Company’s common stock at the ratio ranging from one-for-500 to one-for-2,000. On October 31, 2019, the Company amended its Certificate of Incorporation to reflect a one-for-2,000 reverse stock split of the Company’s common stock. The reverse split was effective December 6, 2019. All share and per share data have been retroactively restated in this annual report and the accompanying financial statements and footnotes to reflect the effects of the reverse split.

See Subsequent Events for an addition to this section.

Our Technology

We use proprietary nanotechnology to reformulate thermoplastic ~~materials called~~ polymers. Nanotechnology involves studying and working with matter on an ultra-small scale. Polymers are ~~chemical, plastic~~chain-like ~~compounds~~plastic molecules used in diverse products such as Dacron, Teflon, and polyurethane. A thermoplastic is a ~~material~~plastic ~~that~~(deformable) ispolymer ~~plastic~~material orthat ~~deformable,~~ melts to a liquid when heated and tosolidifies awhen ~~brittle,~~cooled ~~glassy~~and ~~state~~is ~~when~~able ~~cooled~~to ~~sufficiently~~transition repeatedly between these states. ~~These~~Our reformulated polymers have properties that allow them to be used in unique ways~~. We transform polymers from a hard~~, ~~water impermeable substance into a material which water~~ and ~~similar~~we ~~liquids~~call ~~can, under certain conditions, diffuse (although there are no openings in~~ the ~~material)~~resulting ~~as molecules as opposed to liquid water. Water and similar liquids penetrate the thermoplastic~~ material at the molecular level without oxygen and other atmospheric gases penetrating the material. It is believed this selectivity is dependent on the size and type of a molecule. We call this specialized material in its multiple forms the Aqualyte™ ~~Platform of Nanomaterial~~.

Table of Contents

The Company believes the attributes of its Aqualyte™ platform of ~~Nanomaterial~~nanomaterial ~~acts~~create as a ~~disruptive~~ catalyst ~~enabling~~for products with differentiated features addressing what we believe to be an international market spanning a number of industries. We believe a differentiated product is characterized, by some or all of the attributes belowchange:

:· Consume less energy and release less CO2 into the atmosphere · Replace moving parts to increase operational lifetime · Provide strong pathogen protection (COVID) and lower allergy/asthma triggers · Reduce operating costs for increased ventilation rates shown in 3rd party testing to improve cognitive performance by 101% on average. · Extend the useable life of food and other organic materials · Clean most forms of contaminated wastewater to levels up to one-hundred times greater than noted in the Clean Water Act of 1970.

· Longer operational lifetimes · Consume less energy · Release less CO2 into the atmosphere · Provide strong pathogen protection (COVID) and lower allergy/asthma triggers · Mental acuity improves by over 100% shown by 3rd ConsERV in blind study testing · Extends useable life of fresh foods and other organic materials · Clean most forms of contaminated wastewater to levels up to one-hundred times greater than noted in the Clean Water Act of 1970.

Our Products

The Company’ uses its knowledge of the Aqualyte nanomaterial to integrate it into traditional or new product form factors. It is management’s belief based on 3rd party industry or independent test results, the Company’s own testing, or data from customer use that the resulting product’s features and benefits address the growing market needs resulting from, but not limited to, the drivers of climate change as well as those needs created by the pandemic.

Nanomaterial Platform - Aqualyte™

The Aqualyte Nanomaterial is made from commercially available polymer resin and industrial grade solvents which are mixed using a proprietary process with traditional industrial equipment~~, and solvents~~. ~~The resin and the solvents are commercially available from a number of chemical supply houses or firms such as Dow.~~ Our process ~~changes~~creates ~~the~~a ~~molecular~~modified ~~properties~~resin ofwith ~~the~~key ~~starting~~features ~~polymer~~and ~~resins~~attributes ~~such~~ that incan ~~their~~be ~~final~~used ~~Aqualyte~~to ~~form they~~ offer ~~very~~ different properties to multiple products.

~~Aqualyte~~The isCompany asells ~~disruptive~~Aqualyte ~~platform~~to ~~plastic~~skilled ~~material~~OEMs ~~technology~~using ~~with~~its ~~carefully~~features ~~tailored~~and properties ~~for~~to ~~use~~create innew ~~air, energy,~~ and/or ~~water~~improved ~~applications.~~products ~~This~~in ~~modified block copolymer membrane with~~ a ~~nanoscale~~range ~~structure serves as the foundation~~ of ~~the Dais product line~~applications. The ~~material~~Company ~~forms~~continues ~~a nonporous plastic membrane able~~ to ~~move~~develop ~~moisture~~next ~~through~~generation ~~itself~~versions ~~while blocking passage~~ of ~~most~~its ~~gases~~Aqualyte ~~and~~nanomaterial ~~volatile~~working ~~compounds. The membrane is robust and has no pores~~ to ~~clog~~increase orexisting tofeature ~~accumulate bacterial or fungal growth over time. Multiple independent third parties have validated the~~ performance, ofadd ~~Aqualyte~~new ~~and~~features, ~~the protection it provides from the harmful effects of viral~~ and ~~bacterial~~improving ~~pathogens,~~its ~~differentiating products using the Aqualyte Nanomaterial Platform from their competition~~cost.

The Company continues to develop next generation versions of its Aqualyte nanomaterial working to increase existing feature performance, add new features, and improving its cost. The Company sells Aqualyte to skilled OEMs using it’s features and properties to create their own improved or new products in a range of applications. In 2017, Dais signed a multi-year agreement with The Haier Group (the “Haier Supply Agreement” described below) that led to increased sales of Aqualyte to Haier for use in their products.

ConsERV™

We continue to expand sales channels to drive growth of revenues of ~~the~~our ConsERV product. ConsERV is an HVAC energy conservation product which should, according to various tests, save upenergy toand ~~30%~~operating costs on HVAC ~~operating costs~~equipment, lower CO2 emissions and allow HVAC ~~equipment~~systems to be up20% to- 3067% smaller, reducing peak energy usage ~~by up to 20%~~ while simultaneously improving indoor air quality. This product makes most forms of HVAC systems operate more efficiently ~~and results, in many cases, in energy and cost savings~~. ConsERV generally ~~attaches~~works ~~onto~~in combination with existing HVAC systems, ~~typically in commercial buildings,~~ to provide improved ventilation air ~~within~~in ~~the~~a ~~structure~~building. ConsERV ~~pre-conditions~~uses ~~the incoming air by passing over our nanotechnology polymer which has been formed into~~ a ~~full~~fixed-plate enthalpy ~~heat~~ exchanger (the “core”). ~~The~~constructed ~~nanotechnology~~with ~~heat~~our ~~exchanger~~nanotechnology ~~uses the stale building air that must be simultaneously exhausted to transfer heat and moisture into or out of the incoming air~~polymer. For summer air conditioning, the core removes some of the heat and humidity from the incoming air, transferring it to the exhaust air stream thereby, under certain conditions, saving energy. For winter heating, the core transfers a portion of the heat and humidity into the incoming air from the exhaust air stream thereby often saving energy. When compared to similar competitive products, we believe, based on ~~test~~tests ~~results~~ conducted by the Air-conditioning, Heating and Refrigeration Institute (AHRI), a leading industry association, ConsERV maintains an industry leading position in the management of latent heat.

~~Historically,~~The ~~overall~~Company ~~ConsERV~~began ~~sales~~actively ~~were~~rolling ~~negatively~~out ~~impacted~~an byupdated ~~the establishment of a license for the company’s~~ ConsERV ~~system’s~~product ~~business~~line ~~license(s).~~in ~~Since termination of the license~~4Q, ~~the company has worked to reestablish supply and sales channels shuttered in 2012 at the beginning of the license~~2021. The ~~Company~~updated isline ~~working~~addresses ~~intensively~~market torequested ~~introduce~~updates ~~by the end of 2021 the most effective ConsERV system to date driven by the design~~ and ~~introduction of a new line of ERV systems powered by newer energy recovery cores~~features.

The sales channels for ConsERV continue to expand across N.North America and include private labeling efforts. The Company ~~continues to build up the ConsERV sales (cores and systems) channels in the North American market. The Company~~ has and continues to negotiate ~~exclusive~~ arrangements with independent sales/engineering representatives in multiple regions across North America who in turn target architect and specifying engineers, select OEMs, utility sponsored programs, and sophisticated users of HVAC equipment.

~~ConsERV~~We ~~revenues~~believe ~~having~~the ~~begun~~growth toinitiatives ~~grow~~and inwhat ~~2019~~we ~~stagnated~~perceive inas ~~2020~~changes ~~mainly~~in ~~because of~~ the ~~pandemic’s~~ERV ~~effects.~~market ~~We believe the growth initiatives~~ will allow the company to ~~effectively~~address ~~addresses~~well upover tofifty ~~75%~~percent of the ~~ERV~~addressable North American market infor NConsERV. ~~America.~~

We continue to have targeted discussions with ~~several~~identified companies in the European Union interested in buying and distributing both Aqualyte nanomaterial for use in their ERV cores as well as selling Dais produced ConsERV cores. To help us expand our capabilities in the reported high growth HVAC markets in Southeast Asia, Dais qualified a Chinese manufacturing company to produce ConsERV cores using Aqualyte membrane to meet the growing demand for ConsERV systems in the Region.

The Company expects this trend of growing ConsERV system, core, and Aqualyte nanomaterial revenues to continue into ~~2021~~2022 and beyond. ~~We believe the market for pandemic safety, and the growing focus on Climate Change reducing products.~~

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~~Possible~~Dais ~~Future~~continues ~~Products~~to ~~Under~~respond ~~Development~~to ~~Currently:~~market interest by developing additional products that use our nanotechnology to save energy, provide clean water, protect health, and generally promote a more sustainable future.

NanoClear ™

NanoClear is a product in development and is believed to offer strategic advantages over existing industrial wastewater cleaning processes. We constructed and operated a pilot plant installed at a local county wastewater treatment facility that was commissioned in May 2013 and updated to the current generation of membrane evaporator in November 2016. This site has served as a showcase for potential commercial customers as well as a test bed for newer materials and hardware readying for commercialization. The accumulated test data, analyzed by an independent 3rd party firm, shows the quality of the water being produced has not diminished since system start-up.

We soft-introduced a limited number of NanoClear Membrane Evaporators (ME) for pilot testing in China; the ME removes quantities of metals, acids, salt and other impurities from various contaminated water sources, producing potable water using an environmentally friendly, low maintenance design that is competitive with industry leaders in terms of electrical consumption. The evolving NanoClear product line purifies contaminated water, created largely during cooling of key manufacturing and utility processes.

The product’s core strength, supported by Company, customer, and third party generated information, is its ability to clean up contaminated wastewater created by a variety of manufacturing processes.

Development efforts continue under a U.S. Army Corps of Engineers, $1,000,000, Phase II Small Business Innovation Research (SBIR) award ending in the third quarter of 2021, to develop NanoClear water cleaning technology for military use. The NanoClear funding project titled “Non-Fouling Water Reuse Technologies” uses our patented Aqualyte membrane to produce potable water from grey-water sources. The potential product improvements from this award will widen NanoClear’s market uses in separating clean water from contaminated waste streams.

PolyCool ™

PolyCool is a product in development and is believed to offer strategic advantages over existing cooling tower systems. Initial testing shows it reduces the likelihood of dangerous germs and viruses such as Legionella becoming airborne.

PolyCool systems are expected to use less energy than a conventional cooling tower while reducing the need for chemical biocide application. We believe these savings can significantly reduce the operating expenses of a cooling tower versus conventional technology. This advantage expands the applicability of evaporative cooling into geographic regions that are suffering from water scarcity or stress. In addition, the dramatic reduction in maintenance and safety issues allows use of PolyCool™ in smaller installations with correspondingly smaller maintenance budgets and less risk tolerance, which conventionally use less energy efficient dry cooling instead of evaporative cooling.

Strategic Partnerships

In the quarter ending September 30, 2018, Dais entered into a strategic development and licensing agreement with the Haier Group, located in Qingdao, China. This innovative work is based around the Company’s Aqualyte nanomaterial potentially enhancing the performance of several Haier products. The efforts are set to run through the end of 2022 and have been heavily affected by the Pandemic. If Haier was to integrate the technology into their product(s) and associated sales channels, management feels such a move could have a significant revenue impact for Dais. We believe the potential revenue impact can be better assessed during the 1st quarter of 2023.

In July 2017, we signed a seven year, non-exclusive agreement with the Menred Group (http://www.menred.eu/en/index.html), China, to provide our Aqualyte moisture transfer nanomaterial for use in key Menred products being sold into sales channels for the Chinese construction related markets.

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Our Patents

Dais has owned 2425 granted patents over its corporate history, some of which have reached the end of their enforceable term. As of December 31, ~~2020~~2021, weDais ~~own~~owns the active, enforceable rights to eleven U.S. patents, four Chinese patents, two Hong Kong patents, and three Patent Cooperation Treaty (“PCT”) applications that are still being examined. ~~A national stage application based on one of these PCT applications resulted in notification that one U.S. patent would be granted in the first quarter of 2021.~~ These patents relate to, or are applications of, our nano-structured polymer materials that perform functions such as ion exchange and modification of surface properties. The polymers are selectively permeable to polar materials, such as water, in molecular form. Selective permeability allows these materials to function as a nano-filter in various transfer applications. These materials are made from base polymer resins available from several commercial firms worldwide and possess what we believe to be some unique and controllable properties, such as:

•The ~~Selectivity:~~company ~~Based~~also onowns ~~our~~multiple ~~research,~~utility wepatents ~~believe~~ that ~~when~~cover ~~the~~inventions ~~polymer is made there are small channels created~~ that are ~~5 to 30 nanometers in diameter. There are two types of these channels: hydrophilic (water permeable)~~new, improvements and ~~hydrophobic~~useful ~~(water~~processes ~~impermeable).~~including ~~The channels can be chemically tuned to be selective for~~ the ~~ions~~design or molecules they transfer. The selectivity of the polymer can be adjusted to efficiently transfer water molecules from one face to the other using these channels. • High transfer rate: Based on in-house testing protocols and ~~related~~fabrication ~~results, we have found that the channels created when casting the materials into a nano-structured membrane have a transfer rate~~ of ~~water,~~devices or ~~flux,~~approaches ~~greater~~that ~~than~~use ~~90%~~properties of ~~an equivalent area of an open tube. This feature is fundamental to~~ the ~~material’s~~polymers ~~ability~~described toabove ~~transfer~~for moisture at the molecular level while substantially allowing or disallowing the transfer of certain other substances at a molecular level. • Unique surface characteristic: During the formation of our nanomaterialHVAC, we believe the resulting inherent features of this material allow it to offer highly efficient latent and sensible transfer abilities as well as creating an inhospitable surface area to support the growth of most known pathogensenergy, ~~mold,~~food ~~and~~preservation ~~mildew. This belief is validated by testing done by 3rd party industry organizations over the past decade. The third parties (including laboratories, universities, utilities,~~ and ~~end~~water ~~users)~~treatment ~~use known industry standards, i~~applications.~~e.,~~ ~~ASTM~~Dais ~~and~~owns ~~others, for their test protocols. The test results, as well as~~ the ~~Company’s~~rights ~~own~~to ~~on-going testing, supports the belief the features of~~ a ~~properly~~new ~~configured~~US ~~product~~Patent ~~tuned~~issued ~~to manage the features of the company’s nanomaterial allow functionally diverse, higher efficiency products to be built and sold worldwide resulting~~ in ~~the creation of an on-going, growing, sustainable revenue streams focused squarely on shareholder value.~~2021:

The company also owns multiple utility patents that cover inventions that are new, improvements and useful processes including the design and fabrication of devices or approaches that use properties of the polymers described above for HVAC, energy, food preservation and water treatment applications.

1.	U.S. Patent No. 10,907,867 – Evaporative chilling systems and methods using a selective transfer membrane. This patent was issued February 2, 2021 and the patent term ends on or about November 18, 2036.

2.	C.N. Patent No. 108,430,606B – Evaporative chilling systems and methods using a selective transfer membrane. This patent was issued November 2, 2021 and the patent term ends on or about October 7, 2036.

Intellectual Property

As stated above, we own eleven active U.S. patents, four Chinese patents, two Hong Kong patents and co-own one additional US patent as of December 31, 2020. These patents cover the composition and structure of a family of ion conducting polymers and membranes and certain applications of the polymer. We believe some of these patents refer to applications relating to the materials we are developing. Please see the “Risk Factors” Section. A list of our existing patents follows:

1. U.S. Patent No. 6,841,601 - Crosslinked polymer electrolyte membranes for heat and moisture exchange devices. This patent was issued on January 11, 2005 and the patent term ends on or about March 13, 2022. 2. U.S. Patent No. 7,179,860 - Cross-linked polymer electrolyte membranes for heat, ion, and moisture exchange devices. This patent was issued on February 20, 2007 and the patent term ends on or about March 13, 2022. 3. U.S. Patent No. 7,990,679 - Nanoparticle ultracapacitor. This patent was issued on August 2, 2011 and the patent term ends on or about November 22, 2029. 4. U.S. Patent No. 8,222,346 - Block copolymers and method for making same. This patent was issued on July 17, 2012 and the patent term ends on or about September 28, 2027. 5. U.S. Patent No. 8,470,071 - Enhanced HVAC system and method. This patent was issued June 25, 2013 and the patent term ends on or about August 13, 2030. 6. U.S. Patent No. 8,500,960 - Multi-phase selective mass transfer through a membrane. This patent was issued on August 6, 2013 and the patent term ends on or about October 8, 2030. 7. U.S. Patent No. 8,586,637 - Stable and compatible polymer blends. This patent was issued November 19, 2013 and the patent term ends on or about May 2, 2030. 8. U.S. Patent No. 9,013,155 - Energy storage devices including a solid multilayer electrolyte. This patent was issued April 21, 2015 and the patent term ends on or about March 3, 2031. 9. U.S. Patent No. 9,283,518 - Fluid treatment systems and methods using selective transfer membranes. This patent was issued March 15, 2016 and the patent term ends on or about September 18, 2032. 10. U.S. Patent No. 9,293,269 - Ultracapacitor tolerating electric field of sufficient strength. This patent was issued March 22, 2016 and the patent term ends on or about May 2, 2033. 11. U.S. Patent No. 9,393,557 - Anionic Exchange Electrolyte Polymer Membranes. This patent was issued July 19, 2016 and the patent term ends on or about February 10, 2032. 12. China Patent No. ZL200880009211.4 - multi-phase selective mass transfer through a membrane. This patent was issued March 27, 2013 and the patent term ends on or about January 22, 2028. 13. Hong Kong Patent No. HK1139888 - Multi-phase selective mass transfer through a membrane. This patent was issued January 10, 2014 and the patent term ends on or about January 22, 2028. 14. China Patent No. ZL201180012841.9 - Energy storage devices including a solid multilayer electrolyte. This patent was issued September 9, 2015 and the patent term ends on or about January 7, 2031. 15. China Patent No. 103203185B - A dryer having a drying chamber comprising heated air. This patent was issued January 21, 2016 and the patent term ends on or about January 22, 2028. 16. Hong Kong Patent No. HK1187300 – A dryer having a drying chamber comprising heated air. 17. China Patent No. CN104096459B - Fluid treatment systems and methods using selective transfer membranes. This patent was issued November 5, 2018 and the patent term ends on or about September 7, 2031.

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Dais has been notified that the following Application will be granted full US patent status in ~~early 2021~~2022:

1. ~~WO/2017/062812A1~~ US20200330923A1–Vapor ~~Evaporative~~condenser ~~chilling~~enhanced ~~systems~~by ~~and methods using a selective transfer~~ membrane evaporation

Additional patent applications are being examined that are not yet publicly visible in the patent system and will be revealed at the appropriate time. Patents may or may not be granted on any of the above applications. We also seek to protect our proprietary intellectual property, including intellectual property that may not be patented or patentable, in part by entering into confidentiality agreements with our current and prospective strategic partners and employees.

Manufacturing

The Company currently ~~assembles~~uses ~~ConsERV cores,~~ a ~~mixed~~mix ~~in/out~~of system build with all Aqualyte fabrication outsourced. For future expansion and high-volume scale-up, the Company has continued to establish a robust supply chain with strategic partners having existing multiple channel access to markets – or with qualified outsourced firms. We use a blended “outsourced / in-house” ~~model for material, component,~~ and ~~assembly~~outsourced ~~needs.~~assembles Wefor doits ~~not~~nanomaterial have long term contractual relationships with any of our manufacturers or vendors. There are no subassemblies or components that could not be purchased from alternative suppliers. Purchases to date of raw materials and ~~related~~product ~~services~~(ConsERV) ~~have been on a purchase order basis using non-disclosure agreements~~needs.

For future expansion and high-volume scale-up, the Company is actively looking at the costs and merits of organically scaling v. moving to a ‘near 100% outsourced’ model at the most optimum way to grow. Nonetheless, the Company continues to strengthen its existing supply chain with strategic partners having existing multiple channel access to the ERV or OEM Aqualyte markets – or with qualified outsourced firms.

The Company has continued to establish a robust supply chain with strategic partners having existing multiple channel access to markets – or with qualified outsourced firms. We do not have long-term contractual relationships with any of our manufacturers or vendors. There are no subassemblies or components that could not be purchased from alternative suppliers. Purchases to date of raw materials and related services have been on a purchase order basis using non-disclosure agreements.

OEM Customers, and Suppliers

Using the properties and features of its Aqualyte ~~Nanomaterial~~nanomaterial the Company has proven results in a variety of cross industry markets. We look to provide Original Equipment Manufacturers (OEMs) with Aqualyte membrane. Then sharing how to use the options and features found in Aqualyte, to find the OEM able to offer better or even new products in consumer, commercial, and industrial having what we believe to be ~~belter~~better lifetimes, and efficiencies.

We are dependent on third parties to manufacture the key components needed for our nano-structured based materials and for of the value-added products made with these materials.

We require our suppliers to provide components in a timely manner, and to meet the Company’s quality, quantity and cost requirements or technical specifications with acceptable terms. Certain of the components or the processes of the Company’s suppliers are proprietary. If the Company were 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 delays in production.

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Research and Development

Sales and Marketing Strategies

We have secured and continue to discuss relationships with leading industry HVAC manufacturers, HVAC product distributors, energy service companies, and ERV manufacturers outside of North and South America. In addition, we are discussing relationships for use of our ConsERV products in other applications outside of energy recovery ventilation world-wide.

The Company is focused on creating alliances with companies having strong, existing channel presence or expertise in the target industries, notably for ConsERV and Aqualyte OEM uses. We are using the data and experience of past sales in a variety of markets, adding newer features and functions, working to increase revenues. We intend to bring industry seasoned talent into the Company at the appropriate time to further drive market development, revenue growth and guide future product feature improvement needs.

Competition and Barriers to Entry

We believe the efficacy of our value-added products and technology can decrease sales of competing products, thus taking business away from more established firms using older technology. We believe that our ConsERV product may become a functional component of newer, more efficient OEM products. A key challenge is to educate ~~channel~~ decision makers of the benefits ofderived from products ~~made~~ using our materials and processes, isand to have qualified people and certified ~~product~~products towhich ~~overcome~~out-perform ~~the strength of~~ other products, indiminishing the ~~channels with what we believe is a diminished~~ value proposition ~~with~~of ~~current~~competitive ~~product~~products ~~sales~~ in ~~all~~the various sales ~~channel members~~channels. ~~Armed~~As ~~with~~we ~~the~~continue ~~growing~~to grow the base of operational and third-party data this education process will become routine.

There are several companies located in the U.S., Canada, Europe, and Asia that have been developing and selling technologies and products in the energy recovery industry as listed below. We will experience significant competition regarding our products because certain competing companies possess greater financial and personal resources ~~than us~~. Future product competitors include, but are not limited to:

Products		Current and Future Competitors
ConsERV		Semco, Greenheck, Venmar, Bry-Air, Fuwei, Ltd, CORE Energy Recovery Solutions, Renewaire, Holtop, Hoval, Klingenberg, Solar Palau, Kraton, Daikin and AirXchange.

We believe ~~that~~ the combination of our nano-material platform’s characteristics and growing patent position forms competitive advantages, which may allow us time to execute our business plan. Many of our competitors may experience barriers to entry in these markets primarily related to the lack of similarly performing proprietary materials and processes.

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Government Regulation

We do not believe the sale, installation or use of our current nano-structured products will be subject to any government regulation, other than perhaps adherence to building codes and water safety regulations. We do not believe that the cost of complying with such codes and regulations, to the extent applicable to our products, will be prohibitive.

We do not know the extent to which any existing or new regulations may affect our ability to distribute, install and service any of our products. Once our other products reach the commercialization stage and we begin distributing them to our target markets, federal, state, or local governmental entities may seek to impose regulations.

We are also subject to various international, federal, state and local laws and regulations relating to, among other things, land use, safe working conditions, and environmental regulations regarding handling and disposal of hazardous and potentially hazardous substances and emissions of pollutants into the atmosphere. ~~Our~~The ~~business~~process of manufacturing the solutions which are used to produce Aqualyte may expose us to the risk of harmful substances escaping into the environment, resulting in potential ~~personal~~ injury or loss of life, damage to ~~or destruction of~~ property and natural ~~resource damage~~resources. Depending on the nature of any claim, our current insurance policies may not adequately reimburse us for costs incurred in settling environmental damage claims and, in some instances, we may not be reimbursed at all. To date, we are not aware of any claims or liabilities under these existing laws and regulations that would materially affect the ~~our~~ results of operations or financial condition. The completed products which use the Aqualyte material may have regulatory requirements relating to a variety of local or federal regulatory agencies, however, this type of exposure would be minimal.

Employees

As of December 31, ~~2020~~2021, we employed 1012 full-time employees and one independent contractor. None of the employees are subject to a collective bargaining agreement. We consider our relations with our employees to be good. As of the date of filing the number of employees of the Company has not changed.

Principal Offices

Our principal office is located at 11552 Prosperous Drive, Odessa, FL 33556.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not Applicable.

ITEM 2. PROPERTIES.

We currently lease 7,200 square feet of combined office and production space located at 11552 Prosperous Drive, Odessa, FL 33556. We lease the site from Ethos Business Ventures, LLC, a limited liability company in which our Chief Executive Officer, Tim Tangredi, has a controlling financial interest (see Item 13, Certain Relationships and Related Transactions and Director Independence).

The lease for our corporate headquarters began on March 18, 2005. The lease term will terminate upon 30 days’ written notice from landlord or 90 days written termination from us. The current monthly rent is $4,066 and includes sales tax. We also pay all taxes and utilities as well as most repairs relating to the building. Most of our functions are performed at this site including corporate, marketing, administration, on-going product and nano-structured polymer development and product assembly and shipping. Key polymer synthesis and casting is outsourced and not done at this facility.

We do not anticipate investing in real estate or interests in real estate, real estate mortgages, or securities of or interests in persons primarily engaged in real estate activities. We currently have no formal investment policy and do not intend to undertake investments in real estate as a part of our normal operations.

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ITEM 3. LEGAL PROCEEDINGS.

From time to time, claims are made against us in the ordinary course of our 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 us 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 our results of operations for that period or future periods. There are two items to disclose:

SOEX

On April 24, 2014, the Company entered into a Distribution Agreement (the “Soex Distribution Agreement”) with SoEX (Hong Kong) Industry & Investment Co., Ltd., a Hong Kong corporation (“Soex”). ~~The~~In 2015 the Company commenced an action (the “Soex ~~Distribution~~Litigation) ~~Agreement~~for ~~was~~the acancellation ~~covenant~~of ~~included~~the 37,500,000 shares issued to Soex (the “Soex Shares”) in aconnection with the Soex Securities Purchase Agreement, ~~dated~~and ~~January~~for ~~21,~~the ~~2014,~~cancellation ~~between~~of the ~~Company~~3,750,000 ~~and~~shares ~~Soex,~~(the ~~pursuant~~“Zan Shares”) issued to ~~which~~Zan ~~Soex~~Investment ~~purchased~~Advisory 37Limited (“Zan”),~~500,000~~ ~~shares~~an affiliate of ~~the~~Soex ~~Company’s~~through ~~Common~~Aifan ~~Stock~~Liu, ~~equal~~who towas ~~approximately~~appointed ~~31%~~as ofa ~~the~~Company ~~issued~~board observer by Soex and ~~outstanding~~her ~~shares~~husband, ofXinghong ~~Common~~Hua. ~~Stock~~Sharon asHan, ofGeneral ~~December~~Manager 31and Chairwoman of Soex, ~~2016.~~served ~~Pursuant~~on the Board pursuant to the provisions of the Soex ~~Distribution~~Securities Purchase Agreement,. inMs. ~~exchange~~Han ~~for~~resigned ~~$500,000~~from tothe beBoard ~~paid~~effective byFebruary ~~October 20~~1, ~~2014~~2016, ~~royalty~~for ~~payments~~failure ~~and~~to aperform ~~commitment~~under ~~from~~the ~~Soex~~Agreement. toIn ~~purchase~~June ~~nano-material~~of ~~membrane~~2017 ~~and~~the ~~other~~Litigation ~~products~~was ~~from~~moved to the ~~Company,~~U.S. ~~Soex~~District ~~obtained~~Court for the ~~right~~Middle toDistrict ~~distribute~~of ~~and~~Florida ~~market~~where ~~our~~Soex ~~products~~has ~~for~~instituted ~~incorporation~~a incounterclaim ~~energy~~(Civil ~~recovery~~Docket ~~ventilators~~Case ~~sold~~#: ~~and~~8:15-CV-02362-MSS-EAJ). ~~installed~~On inSeptember ~~commercial~~19, ~~industrial~~2018, ~~and~~a ~~residential~~pre-trial ~~buildings,~~conference ~~transportation~~was ~~facilities~~held ~~and~~in ~~vehicles~~Tampa infinding ~~mainland~~a ~~China,~~trial ~~Hong~~date ~~Kong~~set for October 22, ~~Macao~~2018. ~~and~~The ~~Taiwan~~trial (for the ~~“Soex~~original ~~Distribution~~case ~~Territory”).~~was ~~Further~~held between October 22 and 24, ~~Soex~~2018. ~~received~~The anjury ~~exclusive~~at ~~license~~the inconclusion of the ~~Territory~~trial did not award monetary damages to ~~use~~either ~~our~~party ~~intellectual~~for ~~property~~claims inor ~~the~~counterclaims. ~~manufacture~~On ~~and~~October ~~sale~~24, of2018, ~~its~~the ~~products~~Company ~~and~~initiated toa ~~purchase~~third ~~its~~lawsuit ~~requirements~~against an affiliate of ~~nano~~Soex, Zhongshan Trans-~~material~~Tech ~~membrane~~New ~~only~~Material ~~from~~Technology ~~the~~Co. ~~Company~~Ltd. ~~During~~Zhongshan, ~~2014~~China, ~~$50~~(“Transtech”),~~000~~ and the Chairperson of the ~~$500,000~~affiliate ~~license~~and ~~fee~~Soex, ~~was~~based ~~received~~on ~~from~~new ~~Soex.~~information ~~Pursuant~~learned toby the ~~Soex~~Company. ~~Distribution~~The ~~Agreement,~~Company ~~Soex~~will ~~was~~seek ~~required~~maximum torelief ~~pay~~and ~~the~~damages ~~Company~~for ~~$500,000,~~this ~~issue~~on-gong toand itgrowing ~~25%~~illegal ofmisuse the ~~equity~~Company’s ofIntellectual aProperty. ~~newly~~The ~~created~~Company ~~company,~~feels ~~Soex~~this ~~(Beijing)~~third ~~Environmental~~action ~~Protection~~will ~~Technology~~lead ~~Company~~to ~~Limited~~a ~~and~~judgment ~~pay~~in usfavor ~~royalties.~~of ~~Soex~~the ~~only~~Company. ~~paid~~In usAugust ~~$50~~2021,~~000~~ ofthe Company was notified the ~~required~~judge ~~$500,000,~~in ~~did~~the ~~not~~case ~~issue~~in the ~~required~~October ~~equity~~2018 ~~and~~event, ~~did~~despite ~~not~~the ~~pay~~recommendations ~~any~~of ~~required~~the ~~royalties.~~jury ~~Effective~~to ~~June~~award ~~12,~~no ~~2015~~damages or court costs, overturned the ~~Board~~ruling ofand ~~Directors~~assessed ofDais ~~the~~$382,664 ~~Company~~in ~~(the~~court ~~“Board”)~~costs ~~ratified~~and ~~the~~fees. ~~termination~~The ofCompany ~~the~~is ~~Soex~~appealing ~~Distribution~~this ~~Agreement,~~award ~~due~~in towhich management and the ~~breaches~~Board byfeel ~~Soex~~we will prevail.

In 2015 the Company commenced an action (the “Soex Litigation) for the cancellation of the 37,500,000 shares issued to Soex (the “Soex Shares”) in connection with the Soex Securities Purchase Agreement, and for the cancellation of the 3,750,000 shares (the “Zan Shares”) issued to Zan Investment Advisory Limited (“Zan”), an affiliate of Soex through Aifan Liu, who was appointed as a Company board observer by Soex and her husband, Xinghong Hua. Sharon Han, General Manager and Chairwoman of Soex, served on the Board pursuant to the provisions of the Soex Securities Purchase Agreement. Ms. Han resigned from the Board effective February 1, 2016.

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Pursuant to the Soex Distribution Agreement, Soex is in material breach of the following:

(1)	Section 1(a) of the Soex Distribution Agreement, due to Soex’s failure to make a $225,000 payment to us for the appointment of Soex as the exclusive distributor of the Products in the Field and Territory (the “Distribution Payment Default”) in accordance with the terms set forth in the Distribution Agreement. Such payment was due on October 20, 2014 (the “Payment Date”).
(2)	Section 8(b) of the Soex Distribution Agreement, due to Soex’s failure to make a $225,000 payment to us for the grant of the license and right to manufacture, sell, lease and distribute Products (excluding manufacture of MTM), and to use the Intellectual Property in connection therewith (the “License Payment Default” and, together with the Distribution Payment Default, the “Payment Default”) in accordance with the terms set forth in the Distribution Agreement. Such payment was due on the Payment Date.
(3)	Section 15(b) of the Soex Distribution Agreement, due to Soex’s failure to issue to us 25% of the equity (the “Equity Default”) of SOEX (Beijing) Environmental Protection Technology Company Limited (the “China Subsidiary”).

As a result of the above, we terminated the Soex Distribution Agreement. As provided in Section 14(e) of the Soex Distribution Agreement, the Company has the right to enforce any obligation due to us by Soex. As a result, Soex still must (a) pay the remaining $450,000 due under the Distribution Agreement and the amount of Royalties due, plus interest at 1.5% per month (18% per year) with interest accruing from the date that payment was due and (b) issue to us 25% of the equity of SOEX (Beijing) Environmental Protection Technology Company Limited. As provided in Section 14(b), neither us nor Soex shall be liable for compensation, reimbursement or damages due to loss of profits on sales or anticipated sales or losses due to expenditures, investments or commitments made or in connection with the establishment, development or maintenance of the business.

The Soex Litigation was moved to the U.S. District Court for the Middle District of Florida where Soex has instituted a counterclaim (Civil Docket Case #: 8:15-CV-02362-MSS-EAJ). On September 19, 2018, a pre-trial conference was held in Tampa finding a trial date set for October 22, 2018. The trial for the original case was held between October 22 and 24, 2018. The jury at the conclusion of the trial did not award monetary damages to either party for claims or counterclaims.

On October 24, 2018, the Company initiated a third 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-gong and growing illegal misuse the Company’s Intellectual Property. The Company feels this third action will lead to a judgment in favor of the Company.

There was no movement on the outstanding suits in 2020.

Accounts Payable

The firms below have pursued legal action against the Company to collect overdue accounts payable sums. The Company is working with each to enter into a settlement plan, or “pay over a period of time” payment plan. To date the Company has one agreement in place with SoftinWay.

Company	Sum Owned		Payment Plan	Legal Action
Old Dominion Freight Line	$	13,575.95	No	Yes
Power Plant Services	$	85,199.11	No	Yes
Softinway	$	1510,~~350~~850.00	Yes	Yes
The O-Ring Store	$	10,334.00	No	Yes
Total	$	~~124~~119,~~459~~959.06

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our stock is currently trading on the OTC Pink Marketplace operated by OTC Markets Group Inc. under the symbol “DLYT”.

Authorized Capital.

On March 5, 2015, the Company amended its Certificate of Incorporation to increase the number of authorized shares to 250,000,000, consisting of 240,000,000 shares of common stock and 10,000,000 shares of preferred stock (the “Increase in Authorized Shares”) and to cancel the designated but unissued Series A-D Preferred Stock and create a new series of preferred stock designated as the Class a Preferred Stock (the “Class A Preferred Stock”). There are no shares of Class a Preferred Stock currently issued by the Company.

On November 1, 2018, the Company issued ten (10) shares of Class B Redeemable Preferred Stock par value $0.01 per share (“Class B Stock”) having a stated value of $1.50 per share to Tim N. Tangredi, the Company’s Chief Executive Officer, in exchange for $15, pursuant to approval of the Board of Directors of the Company.

There are currently (10) shares of Class B Stock of the Company issued and outstanding.

Approximate Number of Equity Security Holders

As of ~~September~~April 157, ~~2021~~2022, there were approximately ~~120~~118 shareholders of record of our common stock.

Dividends

We have not declared or paid any dividends and do not intend to pay any dividends in the foreseeable future to the holders of our common stock. We intend to retain future earnings, if any, for use in the operation and expansion of our business. Any future decision to pay dividends on common stock will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements and other factors our board of directors may deem relevant.

Transfer Agent

Our transfer agent is Clear Trust Transfer located at 16540 Point Village Drive #210, Lutz, FL 33558, telephone (813) 235-4490.

Please review the Subsequent Events section as there is an update, we believe may relates to the information above.

Equity Compensation Plan Information

The following table sets forth information regarding our 2000 Incentive Compensation Plan (the “2000 Plan”), 2009 Long-Term Incentive Plan (the “2009 Plan”) and 2015 Stock Incentive Plan (the “2015 Plan”) under which our securities are authorized for issuance as of December 31, ~~2020~~2021:

Plan Category		(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights				(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
Equity compensation plans approved by security holders			9,876			$	230

Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights

Equity compensation plans approved by security holders		-	$	-

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In June 2000 and November 2009, the Board adopted, and the shareholders approved, the 2000 Plan and 2009 Plan, respectively (together the “Plans”). The Plans provide for the grant of stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units and bonus stock and other awards to eligible persons, as defined in said plans, including, but not limited to, officers, directors, and employees. Certain awards under the Plans may be subject to performance conditions. The Board of Directors approved and made available 5,547 and 7,500 shares of common stock to be issued pursuant to the 2000 Plan and the 2009 Plan, respectively. On February 27, 2015, the shareholders approved the Dais Analytic Corporation 2015 Stock Incentive Plan (the “2015 Plan”). The number of shares of common stock reserved for issuance under the 2015 Plan is 5,000. The 2015 Plan authorizes the grant to eligible individuals of (1) Stock Options (Incentive and Non-Qualified), (2) Restricted Stock, (3) Stock Appreciation Rights, or SARs, (4) Restricted Stock Units, (5) Other Stock-Based Awards, and (6) Cash-Based Awards.

The Plans are administered by a committee of two or more directors designated by the board of directors to administer the Plans (the “Committee”) or, in the absence of such Committee, by the board of directors. Currently, the Plans are administered by our board of directors. The board of directors has the authority to select the participants to whom awards under Plans will be granted, grant awards, determine the type, number and other terms and conditions of, and all other matters relating to, awards granted under the Plans and to prescribe the rules and regulations for the administration of the Plans. No option or stock appreciation rights granted under the Plans shall be exercisable, however, more than ten years after the date of the grant. The Plans require the Committee to grant qualified options with an exercise price per share not less than the fair market price of a share of common stock on the date of grant of the option. Awards granted under the Plans are generally not transferable by the Optionee otherwise than by will or the laws of descent and distribution and generally exercisable during the lifetime of the Optionee only by the Optionee.

All awards granted under the 2000 Plan which were not previously exercisable and vested shall become fully exercisable and vested upon a change of control of the Company, which includes the consummation of a merger or consolidation of the Company with or into any other entity, sale of all or substantially all of our assets, replacement of a majority of our board of directors, acquisition by any person of securities representing 20% or more of the voting power of our then outstanding securities (other than securities issued by us) or any other event which the board of directors determines would materially alter our structure or ownership.

Under the 2015 Plan, awards which were not previously exercisable and vested may not be accelerated due to a change of control unless the Optionee’s employment is involuntarily terminated because of the change of control. A change of control shall be deemed to occur upon the consummation of a merger or consolidation of the Company with or into any other entity that results in the transfer of 50% of the combined voting power to the new party, sale of all or substantially all of our assets, replacement of a majority of our board of directors, acquisition by any person of securities representing 50% or more of the voting power of our then outstanding securities (other than securities issued by us) or any other event which the board of directors determines would materially alter our structure or ownership.

Non-employee directors of the Company are usually granted options each year, which generally become exercisable upon the date of grant, and generally expire on the earlier of ten years from the date of grant or up to three years after the date that the Optionee ceases to serve as a director. Our board of directors may grant common share purchase options or warrants to selected directors, officers, employees, consultants, and advisors in payment of goods or services provided by such persons on a stand-alone basis outside of any of our Plans. The terms of these grants may be individually negotiated.

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Unregistered Sales of Equity Securities and Use of Proceeds

For unregistered sales of securities through December 31, 2019, see our 10-K annual report for the period ending December 31, 2019, which is hereby incorporated by reference.

On April 3, 2020, the parties amended the Loan and Security Agreement (“Twenty Third Amendment”) whereby the Maturity Date of the Note was extended to the earlier of (i) the date upon which the Company secures funds, regardless of source, equal to or exceeding, in the aggregate, $1,922,600 or (ii) April 15, 2020.The Parties entered into a Consent and Waiver to authorize the Company to issue a promissory note and security agreement to Brian Kelly (see “2020 Note”).

On June 2, 2020, the parties amended the Loan and Security Agreement (“Twenty Fourth Amendment”) whereby the Maturity Date of the Note was extended to the earlier of (i) the date upon which the Company secures funds, regardless of source, equal to or exceeding, in the aggregate, $1,957,600 or (ii) July 15, 2020.

On July 15, 2020, the parties amended the Loan and Security Agreement (“Twenty Fifth Amendment”) whereby the Maturity Date of the Note was extended to the earlier of (i) the date upon which the Company secures funds, regardless of source, equal to or exceeding, in the aggregate, $1,957,600 or (ii) August 20, 2020.

On October 8, 2020, the parties amended the Loan and Security Agreement (“Twenty Sixth Amendment”) whereby the Maturity Date of the Note was extended to the earlier of (i) the date upon which the Company secures funds, regardless of source, equal to or exceeding, in the aggregate, $1,957,600 or (ii) October 15, 2020. The Parties entered into a Consent and Waiver to authorize the Company to issue a promissory note and security agreement to Brian Kelly (see “October 2020 Note”)

On October 28, 2020, the parties amended the Loan and Security Agreement (“Twenty Seventh Amendment”) whereby the Maturity Date of the Note was extended to the earlier of (i) the date upon which the Company secures funds, regardless of source, equal to or exceeding, in the aggregate, $2,025,600 or (ii) November 5, 2020.

On November 24, 2020, the parties amended the Loan and Security Agreement (“Twenty Eighth Amendment”) whereby the Maturity Date of the Note was extended to the earlier of (i) the date upon which the Company secures funds, regardless of source, equal to or exceeding, in the aggregate, $2,080,600 or (ii) November 30, 2020

On December 15, 2020, the parties amended the Loan and Security Agreement (“Twenty Seventh Amendment”) whereby the Maturity Date of the Note was extended to the earlier of (i) the date upon which the Company secures funds, regardless of source, equal to or exceeding, in the aggregate, $2,115,600 or (ii) December 23, 2020. The Parties entered into a Consent and Waiver to authorize the Company to issue a promissory note and security agreement to Brian Kelly (see “Kelly December 2020 Note”)

Recent Repurchases of Common Stock

There were no repurchases of our common stock during ~~2020~~2021.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

~~The~~This ~~following~~Management’s ~~discussion~~Discussion and ~~analysis~~Analysis of ~~our~~Financial ~~financial~~Condition ~~condition~~ and ~~results~~Results of ~~operations~~Operations ~~should~~includes bea ~~read~~number inof ~~conjunction~~forward-looking statements that reflect Management’s current views with ~~our~~respect to current and future events and financial performance. You can identify these statements ~~and~~by ~~related~~forward-looking ~~notes~~words ~~appearing~~such ~~elsewhere~~as in“may”, ~~this~~“will”, ~~Annual~~“expect”, ~~Report.~~“anticipate”, ~~This~~“believe”, ~~discussion~~“estimate” and ~~analysis~~“continue”, ~~contain~~or ~~forward~~similar ~~looking~~words. Those statements ~~that~~include ~~involve~~statements ~~risks,~~regarding ~~uncertainties~~the intent, ~~and~~belief or current expectations of the management team as well as the assumptions. ~~The~~on ~~actual~~which ~~results~~such ~~may~~statements ~~differ~~are ~~materially~~based. ~~from~~Prospective ~~those~~investors ~~anticipated~~are incautioned ~~these~~that any such forward-looking statements asare anot ~~result~~guarantees of ~~certain~~future ~~factors,~~performance ~~including,~~and ~~but~~involve ~~not~~risk ~~limited~~and touncertainties, ~~those~~and ~~which~~that ~~are~~actual ~~not~~results ~~within~~may ~~our~~differ ~~control~~materially from those contemplated by such forward-looking statements.

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Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission. Important factors currently known to us could cause actual results to differ materially from those in forward-looking statements. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time. We believe that its assumptions are based upon reasonable data derived from and known about our business and operations and the business and operations of the Company. No assurances are made that actual results of operations or the results of our future activities will not differ materially from its assumptions. Factors that could cause differences include, but are not limited to, expected market demand for the Company’s services, fluctuations in pricing for materials, and competition.

Unless otherwise indicated or the context requires otherwise, the words “we”, “us”, “our”, the “Company” or “our Company” refer to Dais Corporation, a New York corporation, and its subsidiaries.

OVERVIEW

We have developed and patented a nanostructured polymer technology, which is being commercialized in products based on the functionality of these materials. We believe the applications of our technology have promise in several diverse market segments and products. We will expand our push to sell ConsERV product largely in North America with Aqualyte nanomaterial sales with OEMs in international markets. Overview

~~Growing~~Dais ~~emphasis~~Corporation (“Dais”, “us,” “we,”, the “Company”) is ~~being~~a ~~actively~~nanomaterial ~~placed~~technology oncompany developing and commercializing products using the nanomaterial called Aqualyte. ~~OEM~~The ~~material~~first ~~sales~~commercial inproduct ~~addition~~is tothe ~~ConsERV~~Aqualyte ~~system~~nanomaterial ~~sales~~itself. toIt ~~generate~~is ~~another~~useful ~~revenue~~in ~~stream~~managing moisture and key gases in ~~targeted~~a ~~non~~variety of cross-~~ConsERV~~industry ~~applications~~products. WeThe ~~believe~~second ~~the~~commercial ~~targeted~~product ~~Aqualyte~~is ~~OEM~~called ~~applications~~ConsERV, ~~created~~a ~~when~~fixed ~~using~~plate ~~features~~energy ~~and~~recovery ~~properties~~ventilator ofwhich ~~the~~is ~~Aqualyte~~useful ~~nanomaterial~~in ~~provide~~meeting ~~the~~building ~~OEM~~indoor ~~evolutionary~~fresh orair ~~new~~requirements ~~products.~~while ~~Products~~saving ~~which~~energy ~~the~~and ~~Company~~lowering ~~believes~~emissions ~~offer~~for ~~greater~~most ~~functionality~~forms of heating, ventilation, and ~~differentiation~~air conditioning (HVAC) equipment. We continue to develop other Aqualyte uses in ~~growing~~cross-industry ~~worldwide~~applications, ~~water~~HVAC/Refrigeration, ~~market~~energy, etc. One area of focused attention has been development work on a variant of Aqualyte targeting surface treatments to potentially create a protective layer designed to inactivate human coronaviruses.

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RESULTS OF OPERATIONS

Year Ended December 31, ~~2020~~2021 as compared with December 31, ~~2019~~2020

The following table sets forth, for the periods indicated, certain data derived from our Statements of Operations:

	For the Years Ended December 31,
	For the Years EndedDecember 31,
	2020			2019
	2021			2020
REVENUE
Sales	$	~~952~~372,~~845~~506		$	~~830~~952,~~625~~845
Royalty and license fees		50,000			7550,000
		1,002,845			905,625
		422,506			1,002,845
COST OF GOODS SOLD		~~545~~267,~~068~~837			~~600~~545,~~213~~068
GROSS MARGIN		~~457~~154,~~777~~669			~~305~~457,~~412~~777
OPERATING EXPENSES
Research and development, net of government grant proceeds of $123,055 and $89,994 for the years ended December 31, 2020 and 2019, respectively		98,645			203,757
Research and development, net of government grant proceeds of $89,617 and $123,055 for the years ended December 31, 2021 and 2020, respectively		133,808			98,645
Selling, general and administrative		1,~~079~~958,~~594~~560			1,~~369~~079,~~037~~594
TOTAL OPERATING EXPENSES		12,~~178~~092,~~239~~368			1,~~572~~178,~~794~~239
LOSS FROM OPERATIONS		(~~720~~1,~~462~~937,699	)		(1720,~~267,382~~462	)
OTHER INCOME (EXPENSE)
Interest expense		(12,~~127~~065,~~807~~593	)		(21,~~126~~127,~~590~~807	)
Change in fair value of derivative		(939,464	)		(712,952	)
Loss on legal judgement		(382,664	)		-
Gain on extinguishment of debt		-			57,784
Forgiveness of debt income		146,685			-
TOTAL OTHER EXPENSE, NET		(2,067,271	)		(2,781,758	)
Change in fair value of derivative		2,241,678			(939,464	)
NET LOSS	$	(2,787,733	)	$	(4,049,140	)
Gain on extinguishment of debt		1,148,554			-
NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$	(10.02	)	$	(25.67	)
TOTAL OTHER INCOME (EXPENSE), NET		1,088,660			(2,067,271	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		278,128			157,771
NET LOSS	$	(849,039	)	$	(2,787,733	)
NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$	(0.15	)	$	(10.02	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		5,734,795			278,128

Revenue

We generate our revenues primarily from the sale of our ConsERV cores and systems, and our Aqualyte membrane. Product sales were $~~952~~372,~~845~~506 and $~~830~~952,~~625~~845 for the years ended December 31, ~~2020~~2021 and ~~2019~~2020, respectively, ana ~~increase~~decrease of $~~122~~580,~~220~~339 or 1561%. We had ~~no change in ConsERV sales,~~ a ~~drop of 100~~53% decrease in ~~NanoClear~~ConsERV sales, and a 5864% ~~increase~~decrease in Aqualyte Only OEM membrane sales. This decrease in NanoClear sales reflects the Company’s decision to focus on acquiring the long-term operational data it believes is needed to rapidly grow its chosen markets. This period will end no later than 1Q 2022 and to date the results of this third-party testing are ‘above average’. Company thinking shows the possession of long-term test data eases the ability to market the NanoClear application. The increase in Aqualyte OEM sales was due to the expansion of the significant concentrations of sales belonging to two customers in 2019 and 2020. Other than Aqualyte sales, we are focusing on creating sustainable revenues with the expectation that this will allow for continued growth in 2021.

~~Revenues~~The ~~from~~decrease ~~royalty~~in ~~and~~sales ~~license~~revenue ~~fees~~is ~~were~~attributed ~~$50~~mainly to what management believes is a “pandemic driven bubble” in orders for Aqualyte nanomaterial in key Southeast Asia markets,~~000~~ and ~~$75,000~~lower orders for ConsERV cores used to replace out of warranty units. Given the ~~years~~initiatives ~~ended~~the ~~December~~Company 31has underway expanding the sales channels, ~~2020~~newer ~~and~~ConsERV ~~2019~~product, ~~respectively~~and strong focus on selling Aqualyte into OEM uses management believes a ~~decrease~~continued ofdownturn ~~$25,000~~will orbe ~~33%~~reversed ~~due~~by tosteady ~~the~~increases ~~royalty~~in ~~due~~sales ~~per~~from the ~~license~~newer ~~agreement~~initiatives ~~with~~beginning ~~Menred~~no inlater ~~2019~~than 2Q 2022 and beyond.

Revenues from royalty and license fees were $50,000 and $50,000 for the years ended December 31, 2021 and 2020, respectively.

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Cost of Sales

Our cost of sales consists primarily of materials (including freight), direct labor, and outsourced manufacturing expenses incurred to produce our ConsERV cores and systems, ~~NanoClear evaporators~~ and Aqualyte membrane. Cost of goods sold were $~~545~~267,~~068~~837 and $~~600~~545,~~213~~068 for the years ended December 31, ~~2020~~2021 and ~~2019~~2020, respectively, a decrease of $55277,~~145~~231 or 951% resulting from ~~focused~~reduced ~~efforts~~product ~~to reduce our costs by working with our current suppliers on better pricing and finding alternative suppliers and materials~~sales.

Supply Chain (Availability and Increased prices) and Tightening labor market (money and people)

Current world-wide supply chain issues are impacting many industries, including those of the Company. The lead time for materials and components is increasing, resulting in longer delivery dates. Management is working with existing partners to identify multiple sources of materials and components so as not to rely heavily on one or two suppliers.

Increasing crude oil prices is influencing the cost of resins, plastics and fuel. Shipping and trucking costs have increased while capacity has contracted. These issues are creating increased costs across industries and Management is evaluating its’ pricing and lead times regularly.

The labor market is having an impact across industries as competition for workers is increasing. Management is working to anticipate workforce needs and planning accordingly.

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.

Covid-19 World-wide Pandemic

Management continues to monitor the effects the pandemic is having on economies, and everyday life, across the globe. As creative solutions to defeat the current pandemic and protect us from future infections are developed, we believe our technology is uniquely positioned as its’ current products are designed to provide a solution to these issues especially in increased ventilation. The awareness of the benefits of increased ventilation in homes and workplaces is a major factor in the solution to battle the current, and future, pandemics. The ConsERV products are specifically designed to increase new, fresh, ventilated, air in our homes and workplaces. Management is developing and executing on plans to increase product awareness through existing and prospective sales channels.

Climate Change and Carbon Reduction

Countries and corporations around the world are adopting aggressive plans to achieve newly established Carbon Neutral goals by 2030 and 2050. This world-wide effort is attracting attention to innovative technologies which reduce carbon emissions. Management is confident the successful track record of current products, with a history of increasing the efficiency of HVAC systems and reducing CO2 emissions should drive increased business activity.

Research and Development

Expenditures for research, development and engineering of products are expensed as incurred. We incurred research and development costs of $~~221~~223,~~700~~425 and $~~293~~221,~~751~~700 for the years ended December 31, ~~2020~~2021 and ~~2019~~2020, respectively, aan ~~decrease~~increase of of $721,~~051~~725 or 251%. We account for proceeds received from government funding for research as a reduction in research and development costs. We recorded proceeds against research and development expenses on the Statements of Operations of $~~123~~89,~~055~~617 and $89123,~~994~~055 for the years ended December 31, ~~2020~~2021 and ~~2019~~2020, respectively, ana ~~increase~~decrease of $33,~~061~~438 or 3727%. The ~~fluctuation~~decrease in ~~expenses~~proceeds ~~and~~from ~~reimbursements~~government ~~are~~funding was due to the ~~timing~~completion of U.S. Army Corps of Engineers, $1,000,000, Phase II Small Business Innovation Research (SBIR) award ending in the ~~grant~~third ~~activities.~~quarter of 2021.

Selling, General and Administrative

Our selling, general and administrative expenses consist primarily of payroll and related benefits, share-based compensation, professional fees, marketing and channel support costs, and other infrastructure costs such as insurance, information technology and occupancy expenses. Selling, general and administrative expenses were $1,~~079~~958,~~594~~560 and $1,~~369~~079,~~037~~594 for the years ended December 31, ~~2020~~2021 and ~~2019~~2020, respectively, aan ~~decrease~~increase of $~~289~~878,~~443~~966 or 2181%.

Our selling, general and administrative expenses may fluctuate due to a variety of factors, including, but not limited to:

•· Additional expenses because of being an SEC reporting company including, but not limited to, director and officer insurance, director fees, SEC compliance expenses, transfer agent fees, additional staffing, professional fees, and similar expenses; •· Additional infrastructure needed to support the expanded commercialization of our ConsERV and NanoClear products and/or new product applications of our polymer technology for, among other things, administrative personnel, physical space, marketing and channel support and information technology; and •· The issuance and recognition of expense related to fair value of new share-based awards, which is based on various assumptions including, among other things, the volatility of our stock price.

The 2181% ~~decrease~~increase in selling general and administrative expenses in the year ended December 31, ~~2020~~2021 compared to the same period in ~~2019~~2020 resulted primarily from ~~the~~increased ~~decrease~~payroll costs and an increase in ~~legal~~stock ~~and~~based ~~consulting~~compensation ~~fees~~provided for services.

Other Income (Expense)

Interest expense for the year ended December 31, ~~2020~~2021 was $12,~~127~~065,~~807~~593 compared to an expense of $21,~~126~~127,~~590~~807 for the year ended December 31, ~~2019~~2020. ~~Loss~~We recognized a loss on a legal judgement of $382,664 in 2021, with no comparable item in 2020. Gain on change in fair value of derivative increased to $~~939~~2,~~464~~241,678 ~~from~~compared to a loss of $~~712~~939,~~952~~464 from ~~2019~~2020 to ~~2020~~2021 and there was aan ~~decrease~~increase in gain on extinguishing debt from $~~57,784~~0 in ~~2019~~2020 to $01,148,554 in ~~2020~~2021. The gain on extinguishing debt in ~~2019~~2021 was due to ~~conversion~~the ofsettlement ~~principal and interest~~ of ~~a portion of~~ our ~~notes~~convertible ~~payable in to shares of common stock. There were no conversions of our~~ notes payable ~~in 2020~~.

Net Loss

Net loss for the year ended December 31, ~~2020~~2021 was $2849,~~787,733~~039 compared to a net loss of $42,~~049~~787,~~140~~733 for the year ended December 31, ~~2019~~2020. The decrease in net loss in ~~2020~~2021 was primarily due to the ~~decrease~~change in ~~interest~~fair ~~expense~~value of derivatives and the settlement of our ~~selling,~~convertible ~~general~~notes payable, ~~and~~partially ~~administrative~~offset ~~expenses~~by a loss on a legal judgement in 2021.

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Liquidity and Capital Resources

The accompanying financial statements have been prepared assuming wethe Company will continue as a going concern. For the year ended December 31, ~~2020~~2021, wethe Company generated a net loss of $2849,~~787,733~~039 and ~~have~~has incurred significant losses since inception. As of December 31, ~~2020~~2021, wethe ~~have~~Company has an accumulated deficit of $5657,~~974~~823,~~063~~102, total stockholders’ deficit of $128,~~456~~372,~~727~~175, negative working capital of $128,~~324~~270,~~850~~892 and cash and cash equivalents of $36773,~~516~~423. WeThe Company used $~~556~~1,~~423~~283,772 and $~~718~~556,~~090~~423 of cash ~~from~~for operations during the years ended December 31, ~~2020~~2021 and ~~2019~~2020, respectively, which was funded primarily ~~through~~by proceeds from loans from related parties and ~~other equity financings~~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’s ~~ability~~has toselected ~~continue~~targeted asparties athat ~~going~~it ~~concern~~ is ~~directly~~actively ~~linked~~working towith ~~our~~who ~~ability~~are interested in licensing, purchasing the rights to, ~~obtain~~or ~~additional~~establishing ~~sources~~a joint venture to commercialize applications of ~~cash~~the ~~flow~~Company’s ~~sufficient~~technology; to2. ~~fund~~The ~~our~~Company ~~working~~continues to seek capital ~~requirements~~from certain strategic and/or government grant opportunities and related sources. ~~However~~These sources may, ~~there~~pursuant ~~can~~to any agreements that may be nodeveloped ~~assurance~~in ~~that~~conjunction wewith ~~will~~such befunding, ~~successful~~assist in ~~our~~the ~~efforts~~product todefinition ~~secure~~and ~~such~~design, ~~additional~~roll-out ~~sources~~and ofchannel ~~product~~penetration ~~revenue~~of orproducts; ~~capital~~and 3. ~~Any~~The ~~failure~~Company byis usactively toworking ~~timely~~with ~~procure~~newer ~~additional~~investors, private equity companies, purchase order financing orparties, ~~investment~~has ~~adequate~~increased its value and potential to ~~fund~~attract ~~our~~new ~~ongoing~~investors ~~operations,~~in ~~including~~the ~~planned~~eyes orof ~~currently~~the ~~underway~~Management ~~product~~team ~~development~~when ~~initiatives~~the ~~and~~Company ~~commercialization~~completed ~~efforts,~~the ~~may~~exchange ~~have~~program ~~material~~of ~~adverse~~‘debt ~~consequences~~to onequity’ ~~our~~in ~~financial~~the ~~condition,~~2nd ~~results~~quarter of ~~operations~~2021 ~~and~~clearing ~~cash~~out ~~flows.~~all convertible debt in exchange for equity at a fixed price at the end of the second quarter of 2021.

~~Any~~Management future financing may result in substantial dilution to existing shareholders, and future debt financing, if available, may include restrictive covenants or may require us to grant a lender a security interest in any of our assets not already subject to an existing security interest. If we secure debt financing in the future, we may not be able to repay all or any of such debt when due without severely impacting our ability to continue operations and we may not be able to secure additional financing to repay such financing on acceptable terms, if at all. Should we be unable to repay or renegotiate any such financing, as an alternative, management could attempt to renegotiate the repayment terms and seek extension of the maturity dates. There is no guarantee that, if we should need to renegotiate any such future debt, any negotiated terms we may be able to secure would be favorable to us. To the extent that we attempt to raise additional funds through third party collaborations and/or licensing arrangements, we may be required to relinquish some rights to our technologies or products currently in various stages of development or grant licenses or other rights on terms that are not favorable to us. Any failure by us to timely procure additional financing or investment adequate to fund our ongoing operations, including planned product development initiatives and commercialization efforts, will have material adverse consequences on our financial condition, results of operations and cash flows as could any unfavorable terms.believes:

~~We face risks related to Novel Coronavirus (COVID-19) which could significantly disrupt our research and development, operations, sales, and financial results~~1. ~~Although~~Ventilation ~~the~~is ~~magnitude~~regularly ofrecommended ~~the~~as ~~impact~~one of the ~~Novel~~solutions Coronavirus (COVID-19) outbreak on our business and operations remains uncertain, the continued spread of the Novel Coronavirus (COVID-19) or the occurrence of other epidemics and the imposition of related public health measures and travel and business restrictions will adversely impact our business, financial condition, operating results and cash flows. In addition to ~~global~~Covid ~~macroeconomic effects, the Novel Coronavirus (COVID-19) outbreak and any other~~ related ~~adverse~~mitigation ~~public health developments will cause disruption to our operations~~ and sales activities. Our third-party manufacturers, third-party distributors, and our customers have been and will be disrupted by worker absenteeism, quarantines and restrictions on employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel or health-related restrictions. Depending on the ~~magnitude~~market ofawareness such effects on our activities or the operations of our third-party manufacturers and third-party distributors, the supply of our products will be delayed, which could adversely affect our business, operations, and customer relationships. In addition, the Novel Coronavirus (COVID-19) or other disease outbreak will in the short-run and may over the longer term adversely affect the economies and financial markets of many countries, resulting in an economic downturn that will affect demand for ~~our products and services and impact our operating results. There can be no assurance that any decrease in sales resulting from~~ the ~~Novel~~ConsERV ~~Coronavirus~~ product(~~COVID-19~~s) ~~will~~is beincreasing ~~offset by increased sales in subsequent periods. In addition, we have experienced~~ and ~~will~~lead ~~experience~~activity ~~disruptions~~is to our business operations resulting from quarantines, self-isolations, or other movement and restrictions on the ability of our employees to perform their jobs that may impact our ability to develop and design our products and services in a timely manner or meet required milestones or customer commitmentsencouraging.

2. The Management and Board feel the Company’s ability to raise new funds is continuing to improve with (a.) the financial clarity earned with the debt to equity program completing in the 2nd Quarter of 2021, (b.) the effects of the bridge funding provided by JMS Investments and others allowing the Company to once again be fully reporting, and (c.) the shift seemingly occurring worldwide creating a pull for the Company’s products showing a proven linkage to lowering drivers for Climate Change. This said, it remains a challenging time to raise growth capital and become profitable.

3. 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 2022 is improving yet remains challenged.

We have, and seemingly continue to, be successful in attracting new capital critical to support the Company’s operations and efforts needed to profitably manufacture and sell ConsERV and Aqualyte.

The current geopolitical environment and continuing impacts of the worldwide pandemic could affect business worldwide in the long-term, however, the Management and Board are guardedly optimist, despite these times of uncharted causes/effects with companies, markets, sales channel challenges, and people, the Company will continue to be successful in securing needed funds to fund business continuation or secure growth capital funding.

Failure by us to timely procure additional financing or investment adequate to fund the ongoing operations, including planned product development initiatives and commercialization efforts, or experience a major supply chain disruption will have material adverse consequences on our financial condition, results of operations and cash flows as could any unfavorable terms. While we believe the Company’s prospects have improved for funding, there are no assurances we will be able to obtain the financing and planned product development commercialization. The Company may fail to reach an accord with the Senior Secured Note Holder who has deep rights with the assets of the Company pledged as security for repayment of the Note. Accordingly, we may not have the ability to continue as a going concern. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern.

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Statements of Cash Flows

Cash and cash equivalents as of December 31, ~~2020~~2021 were $36773,~~516~~423 compared to $436,~~083~~516 as of December 31, ~~2019~~2020. Cash is primarily used to fund our working capital requirements.

Net cash used byin operating activities was $~~556~~1,~~423~~283,772 and $~~718~~556,~~090~~423 ~~during~~for the years ended December 31, ~~2020~~2021 and ~~2019~~2020, respectively. The ~~decrease~~increase in net cash used in operations ofwas ~~$161,667 results~~ primarily ~~from~~due ato ~~decrease~~an increase in net loss ~~of $301,989~~ (after adjusting for ~~noncash~~non-cash items), partially offset by aan ~~decrease~~increase in cash offrom net working capital accounts. For the year ended December 31, 2021, net loss (after adjusting for non-cash items) was $~~140~~3,~~322~~162,483. ~~resulting~~Accounts ~~from~~receivable, inventory and other assets together increased by $53,624. Accounts payable, accrued liabilities, customer deposits and deferred revenue increased in total by $1,932,335. For the year ended December 31, 2020, net ~~change~~loss in(after ~~operating~~adjusting ~~assets~~for non-cash items) was $1,139,702. Accounts receivable, inventory and other assets together decreased by $67,673. Accounts payable, accrued liabilities, customer deposits and deferred revenue increased in total by $515,606.

Net cash used by investing activities was $2529,~~094~~758 and $1125,~~547~~094 for the year ended December 31, ~~2020~~2021 compared to the same period in ~~2019~~2020, driven primarily by ~~increases~~equipment inpurchases ~~patent spending~~ in ~~2020~~2021.

Net cash provided by financing activities was $2,050,437 and $613,950 for the ~~year~~years ended December 31, ~~2020~~2021 ~~compared~~and to2020. ~~$704,420 for the same period in 2019~~respectively. The ~~difference~~increase isresulted afrom ~~decrease~~increased in proceeds from ~~note payables to related parties and an increase in repayment of~~ notes ~~in 2020~~payable.

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Material Financing Transactions

In the period from June 2017 through the end of December 2019, the Company entered eight Convertible Note Holder agreements with eight Note Holders totaling with all fees, interest, and principal $2,008,~~812as~~812 as of December 31, 2020. The notes were not considered to be in default and were being renegotiated at December 31, 2020. Subsequently, as of May 31, 2021, each Convertible Noteholder received their fees, interest, and principal totaling $2,111,334 in shares of Common stock of the Company (at $0.30 per share) with 50% warrant coverage (1 year cash warrant with a strike price of $0.30). All documents were executed by June 30, 2021 with all equity/warrants issued by July 31, The Company issued 7,036,667 Common shares, and 3,576,733 Warrant shares in this transaction.

No new Convertible Note Transactions were entered into during 2020. or 2021

COVID-19 Disclosure

The Company’s operations have been and continue to be affected by the ongoing outbreak of the coronavirus disease 2019 (COVID-19) which was declared a pandemic by the World Health Organization in March 2020. The ultimate disruption and impact on the Company which may be caused by the outbreak is uncertain. In 2020 we believe the company suffered materially adverse impacts caused by (1.) the late filing of required SEC mandated reports which resulted from professionals and company employees being ill, dislocated from jobs, taking abnormally longer times to necessary filing information due to lack of access to computer from remote locations or limited/no access to needed 3rd party professionals, etc. Further the pandemic has resulted in a material adverse impact on the Company’s operations, and cash flows as marketing plans for new product introduction were delayed. Our third-party manufacturers, third-party distributors, and our customers have been and will be disrupted by worker absenteeism, quarantines and restrictions on employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel or health-related restrictions. Depending on the magnitude of such effects on our activities or the operations of our third-party manufacturers and third-party distributors, the supply of our products will be delayed, which could adversely affect our business, operations, and customer relationships. In addition, the Coronavirus (COVID-19) or other disease outbreak will in the short-run and may over the longer term adversely affect the economies and financial markets of many countries, resulting in an economic downturn that will affect demand for our products and services and impact our operating results. Future possible impacts may include, but are not limited to, disruption to the Company’s customers and revenue, absenteeism in the Company’s labor workforce, unavailability of products and supplies used in operations, and a decline in value of assets held by the Company, including inventories, property and equipment, marketable securities, and potential loss of key team members.

Future possible impacts may include, but are not limited to, disruption to the Company’s customers and revenue, absenteeism in the Company’s labor workforce, unavailability of products and supplies used in operations, and a decline in value of assets held by the Company, including inventories, property and equipment, marketable securities, and potential loss of key team members.

Economy and Inflation

Except as disclosed herein, we have not experienced any significant cancellation of orders due to the downturn in the economy. Our management believes that inflation ~~has~~will ~~not~~have ~~had~~an ~~a material~~ effect on our ~~results~~cost of ~~operations~~goods and shipping, however sales inquiries continue to be strong through 2021. .

Contractual Obligations

We do not have any liabilities related to long-term contractual obligations as of December 31, ~~2020~~2021.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, and results of operations, liquidity, or capital expenditures.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of the accompanying financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires us to make judgments, assumptions and estimates that affect the amounts reported in the accompanying financial statements and the accompanying notes. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. When making these estimates and assumptions, we consider our historical experience, our knowledge of economic and market factors and various other factors that we believe to be reasonable under the circumstances. Actual results could differ from these estimates. Management has discussed the selection of critical accounting policies and estimates with our Board of Directors, and the Board of Directors has reviewed our disclosure relating to critical accounting policies and estimates in this annual report on Form 10-K. The following critical accounting policies are significantly affected by judgments, assumptions and estimates used in the preparation of the financial statements:

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Revenue Recognition

Generally, we recognize revenue for products upon shipment to customers, provided no significant obligations remain and collection is probable.

In certain instances, our ConsERV system product may carry a limited warranty of up to two years for all parts contained therein except for the energy recovery ventilator core produced and sold by us. 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. We have recorded an accrual of $91,531 for future warranty expenses on December 31, ~~2020~~2021, which is included in accrued expenses, other.

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. We recognized license fee revenue of $50,000 and $50,000 for the years ended December 31, ~~2020~~2021 and ~~2019~~2020, respectively. Royalties are recognized as earned. We ~~recognized~~did ~~royalty~~not ~~revenue~~recognize ofany $0revenue ~~and~~from ~~$25,000~~royalties for the years ended December 31, ~~2020~~2021 and ~~2019, respectively~~2020.

The Company has adopted the new revenue recognition guidelines in accordance with ASC 606, Revenue from Contracts with Customers (ASC 606), commencing from the period under this report. The Company analyzes its contracts to assess that they are within the scope and in accordance with ASC 606. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, whether for goods and services or licensing, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company acts as a principal in its revenue transactions as the Company is the primary obligor in the transactions. Generally, the Company recognizes revenue for its products upon shipment to customers, provided no significant obligations remain and collection is probable.

Accounts Receivable

Accounts receivable consist primarily of receivables from the sale of our ERV products and Aqualyte membrane. We regularly review accounts receivables for any bad debts based on an analysis of our collection experience, customer credit worthiness and current economic trends. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on management’s review of accounts receivable, an allowance for doubtful accounts of $0 and $0 has been recorded on December 31, ~~2020~~2021 and ~~2019~~2020, respectively.

Impairment of Long-Lived and Intangible Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. We periodically evaluate whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, we use market quotes, if available or an estimate of the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether the asset values are recoverable. We did not recognize impairment on its long-lived assets during the years ended December 31, ~~2020~~2021 or ~~2019~~2020.

Identified intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Our existing intangible assets consist solely of patents. Patents are amortized over their estimated useful or economic lives of 17 years. Patent amortization expense was $1718,~~638~~885 and $1617,~~255~~637 for the years ended December 31, ~~2020~~2021 and ~~2019~~2020, respectively. Based on current capitalized costs, total patent amortization expense is estimated to be approximately $1819,~~500~~400 per year for the next five years and thereafter.

Stock-Based Compensation

We recognize all share-based payments to employees, including grants of employee stock options, as compensation expense in the financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period) or immediately if the share-based payments vest immediately.

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There were no stock options issued during the year ended December 31, ~~2020~~2021 and ~~2019~~2020.

Derivative Financial Instruments

We do not use derivative instruments to hedge exposure to cash flow, market, or foreign currency risk. Terms of convertible promissory note instruments are reviewed to determine whether they contain embedded derivative instruments that are required under ASC 815 “ Derivative and Hedging” (ASC 815) to be accounted for separately from the host contract and recorded on the balance sheet at fair value. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results.

Freestanding warrants issued by us in connection with the issuance or sale of debt and equity instruments are considered to be derivative instruments and are evaluated and accounted for in accordance with the provisions of ASC 815. Pursuant to ASC 815, an evaluation of specifically identified conditions is made to determine whether fair value of warrants issued is required to be classified as equity or as a derivative liability.

Income Taxes

Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

We identify and evaluate uncertain tax positions, if any, and recognize the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet. We have not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, we would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company’s 2017-2020 tax years remain open and subject to examination by the Internal Revenue Service.

RECENT ACCOUNTING PRONOUNCEMENTS

For a description of recent accounting standards, including the expected dates of adoption and estimated effects, if any, on our financial statements, see Part II, Item 8 Note 3 Significant Accounting Policies: Recent Accounting Pronouncements.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements and the related notes begin on Page F-1 which are included in this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)). Management has assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2020~~2021. Management’s assessment was based on criteria set forth in Internal Control Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Based on their evaluation as of the end of the period covered by this report, management concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that the objectives of our disclosure control system were met as a result of limited resources, and a lack of segregation of duties.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Based on the results of this assessment, our management concluded that the Company’s existing internal controls over financial reporting were not effective as defined in Rule 12a-15(f) under the Exchange act as of December 31, ~~2020~~2021 as a result of limited resources, and a lack of segregation of duties.

Auditor’s Report on Internal Control over Financial Reporting

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with our evaluation that occurred during the quarter ended December 31, ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names and ages of all our directors and executive officers as of the date of this Annual Report. Also, provided herein is a brief description of the business experience of each director and executive officer during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws. All the directors will serve until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation, or removal. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which the director or executive officer was selected.

Name	Age	~~Age~~	Position
Timothy N. Tangredi		65	President, Chief Executive Officer and Chairman of the Board of Directors
Tim N. Tangredi		66	President, Chief Executive Officer and Chairman of the Board of Directors
Brian C. Johnson		4849	Chief Technology Officer
Robert W. Schwartz		7677	Director
Ira William McCollum, Jr.		7677	Director
Thomas E. Turner (1)		71	Director
Eliza Wang		44	Director
Eliza Wang		43	Director

(1) On March 10, 2020, Tom Turner resigned from his position as a member of the Board of Directors of Dais Corporation (the “Company”), effective immediately. Mr. Turner did not resign because of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Directors and Executive Officers

The following are our ~~directors~~key ~~and~~ executive officers:

Tim Tangredi has been our Chief Executive Officer since 1996. Mr. Tangredi joined us part time in 1996 and was appointed a member of our board of directors in 1998. In 1999 and 2000, respectively, Mr. Tangredi initiated and executed the strategic purchases of assets of other companies, created serval joint ventures, and sold company assets in his tenure with the Company. From 1979 to 1990, Mr. Tangredi worked for AT&T working in technical marketing, network operations, and project management. From 1991 – 1998 Tangredi started/purchased/sold two companies. Mr. Tangredi earned his BS from Siena College and MBA from Rensselaer Polytechnic Institute. He is a founder and member of the board of directors of Aegis Biosciences, LLC (“Aegis”). Aegis, created in 1995, is a licensee of our nano-structured intellectual property and materials in the biomedical and healthcare fields.

Brian Johnson is our Chief Technology Officer and joined us in 1999. Mr. Johnson was the lead engineer responsible for developing our successful ConsERV product line and has served as Principal Investigator on multiple development efforts involving NanoClear and NanoAir. He holds patents in both the U.S. and China and brings 20 years of advanced product development experience and knowledge of every aspect of Dais’ nanotechnology. Mr. Johnson earned degrees in Mechanical Engineering (Thermal Science emphasis) from the University of Florida (BSME 1995, MSME 1997).

Rasool Isfahani, PhD. is our Chief Innovation Officer. Dr. Isfahani joined Dais in 2015 after earning his doctorate degree from University of Florida in Mechanical Engineering. Dr. Isfahani is responsible for bringing new revenue generating ideas from ‘concept to product”, and the continued innovation of the Aqualyte material platform. He has more than 12 years’ experience in membrane-based technologies resulting with 20+ reviewed journal/conference articles and patents.

John Walsh is the Company’s General Manager. Mr. Walsh started as General Manager in June of 2021. John is responsible for the operational effectiveness of the Dais team and business. John’s prior positions included counseling CEO’s and entrepreneurs in the development of internal systems and business growth strategies creating high powered teams bringing new, innovative, and disruptive technologies to market. John joined Dais after a long and successful economic development career in the Tampa Bay region of Florida.

The following are our Board of Directors:

Eliza Xuan Wang joined our board of directors on April 1, 2015. Ms. Wang has been the Managing Attorney of The Meridian Law, a Professional Law Corporation, since 2009. Her legal practice includes venture capital, general civil and commercial litigation, and immigration matters. Ms. Wang is licensed to practice law in the states of California and New York. She has a Bachelor of Law degree from China University of Political Science and Law (Beijing, China) and L.L.M. degree from Hastings College of The Law, University of California. Ms. Wang’s expertise in commercial and legal matters in both the United States and China will be an asset to us as we conduct further business in China.

Robert W. Schwartz was appointed to our board of directors in 2001. Mr. Schwartz founded the Schwartz-Heslin Group (“SHG”) in 1985 and serves as its chairman. Mr. Schwartz specializes in corporate planning, finance, and development. Prior to starting SHG, he was a founder, President and Chief Executive Officer of a venture-funded high-tech telecommunications company (Windsource, Inc.). In addition, he was the President and Chief Operating Officer of an AMEX listed company (Coradian Corporation). He was also the Chief Financial Officer of a major manufacturer of outdoor power equipment (Troy Built Products). His earlier experience was with KPMG and IBM as a management consultant. Mr. Schwartz received a Bachelor of Science from Cornell University and attended graduate courses at the University of New York at Albany. He currently serves on the boards of five corporations, including ours. Mr. Schwartz’s experience in financial planning and reporting provides assistance to us in these areas and he is considered to be a financial expert to us.

Ira William McCollum, Jr. joined our board of directors on March 25, 2013. In 2011, Mr. McCollum joined as a partner in Denton’s Public Policy and Regulation practice in 2012. He joined the firm following his term as the 36th attorney general of the state of Florida. Mr. McCollum served as attorney general from 2007 to 2011. Prior to becoming the Florida Attorney General in 2007, Mr. McCollum was a partner with Baker & Hostetler’s Government Policy practice from 2001 to 2007. Between 1981 and 2001, Mr. McCollum was a Member of the U.S. House of Representatives representing Florida’s 8th District where he served on the Judiciary, Banking and Financial Services and Intelligence Committees. He also held a number of leadership positions, including Chairman of the Judiciary Subcommittee on Crime, Vice Chairman for six years at the Banking and Financial Services Committee, ranking Member of the subcommittee overseeing the Federal Reserve, and Vice Chairman of the House of Republican Conference for three terms (one of eight House GOP leadership positions). Mr. McCollum’s expertise in federal and state government and regulations is an asset to the board.

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Thomas E. Turner has resigned effective March 20, 2020. Mr. Turner did not resign because of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

The Board members serve for the latter of a period of one year or until the next annual meeting of Company’s shareholders.

Significant Employees

~~Peter~~Kailey ~~DiChiara~~Humpel ~~resigned~~has asbeen ~~Corporate~~added ~~Secretary~~as ofa ~~the~~secretary ~~company~~for ~~effective December 31, 2020. Mr. DiChiara did not resign because of any disagreement with~~ the Company onby ~~any~~the ~~matter~~Board ~~relating~~of toDirectors ~~the~~during ~~Company’s~~its ~~operations,~~December ~~policies~~17, or2021 ~~practices~~meeting.

Proceedings

During the last ten years, none of our officers, directors, promoters, or control persons have been involved in any legal proceedings as described in Item 401(f) of Regulation S-K.

Director Independence

We have determined that our board of directors currently has two members who qualify as “independent” as the term is used in Item 407 of Regulation S-K as promulgated by the SEC and as that term is defined under NASDAQ Rule 4200(a)(15). As of the date of this report, Robert W. Schwartz and Eliza Wang are our independent directors. Based on information solicited from Mr. Schwartz, and Ms. Wang, none of them has a material relationship with us and is independent within the meaning of such rules.

Board Meetings and Committees; Annual Meeting Attendance

Although we intend to establish an audit committee and compensation committee, our board of directors has not adopted any committees to the board of directors. Our board of directors held ~~four~~six formal meetings during the most recently completed fiscal year. Other proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the State of New York and our bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

At each annual meeting of shareholders, directors will be elected by the holders of common stock to succeed those directors whose terms are expiring. Directors will be elected annually and will serve until successors are duly elected and qualified or until a director’s earlier death, resignation, or removal. Our bylaws provide that the authorized number of directors may be changed by action of most of the board of directors or by a vote of the shareholders of our Company. Vacancies in our board of directors may be filled by a majority vote of the board of directors with such newly appointed director to serve until the next annual meeting of shareholders, unless sooner removed or replaced. We currently do not have a policy regarding the attendance of board members at the annual meeting of shareholders.

Code of Ethics

We have adopted a code of ethics that applies to our officers, directors, and employees in accordance with applicable federal securities laws. We have filed a copy of our code of ethics as an exhibit to our Annual Report on Form 10-K as filed on March 31, 2009. This document may be reviewed by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the code of ethics will be provided without charge upon request to us. We intend to disclose any amendments to or waivers of certain provisions of our code of ethics in a Current Report on Form 8-K.

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Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of any publicly traded class of our equity securities, to file reports of ownership and changes in ownership of our equity securities with the SEC. Officers, directors, and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file. Based solely on the reports received and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements of Section 16(a) of the Exchange Act during fiscal year 2018.

ITEM 11. EXECUTIVE COMPENSATION

Executive Officer Compensation

The Summary Compensation Table below sets forth the total compensation paid or earned for the fiscal years ended December 31, ~~2020~~2021 and ~~2019~~2020 for: (i) each individual serving as our chief executive officer (“ CEO ”“) or acting in a similar capacity during any part of fiscal ~~2020~~2021; and (ii) the other two most highly paid executive officers (collectively, the “Named Executive Officers”) who were serving as executive officers at the end of fiscal ~~2020~~2021.

	Year	Salary ($)		Bonus ($)			Option Awards	~~All Other Compensation~~		All Other Compensation		~~Total ($)~~		Total ($)
Name and principal position (a)	(b)	(c)		(d)			($)(1)(f)	~~($)(i)~~		($)(i)		~~(j)~~		(j)
Timothy N. Tangredi (2)
Tim N. Tangredi (2)
Chief Executive Officer, President,	~~2020~~2021	$	~~135~~149,~~500~~359						~~36,674~~		36,674	$	~~172,174~~	$	186,033
and Chairman of the Board of Directors	~~2019~~2020	$	~~125~~135,~~333~~500	$	-	$	$	$	~~36,674~~	$	36,674	$	~~162,007~~	$	172,174
Brian Johnson
Chief Technology Officer	~~2020~~2021	$	135,~~003~~000									$	~~135,003~~	$	135,000
	2019	$	135,006	$	-	$		$	-			$	135,006
	2020	$	135,003	$	-		$			$	-			$	135,003

_____________

(1)

The amounts included in these columns are the aggregate dollar amounts of the grant date fair value of option awards granted in the indicated year as adjusted to disregard the effects of any estimate of forfeitures related to service-based vesting, in accordance with Accounting Standards Codification 718, Compensation-Stock Compensation, for the fiscal years ended December 31, ~~2020~~2021 and ~~2019~~2020. See Part II, Item 8, Financial Statements and Supplementary Data - Note 3 for information on the valuation assumptions used in calculating these dollar amounts included in this Annual Report for the fiscal years ended December 31, ~~2020~~2021 and ~~2019~~2020. These amounts reflect our accounting expense for these awards and do not correspond to the actual value that may be recognized by the individuals upon option exercise.

(2)

Mr. Tangredi’s contract in 2011 stated a salary of $200,000 per year, effective September 14, 2011, and he may receive a bonus in an amount not to exceed 100% of his salary, which bonus shall be measured by meeting certain performance goals as determined in the sole discretion of our board of directors. In ~~2020~~2021 and ~~2019~~2020, Mr. Tangredi was paid $~~135~~149,~~500~~359 and $~~125~~135,~~333~~500, respectively and had accrued unpaid salary of $6463,~~500~~333 and $7464,~~667~~500 for the years ended December 31, ~~2020~~2021 and ~~2019~~2020, respectively. All other compensation includes accruals for unused vacation, health insurance and auto allowance. As of December 31, ~~2020~~2021, we owed Mr. Tangredi accrued compensation in the aggregate amount of $12,~~983~~071,~~639~~380.

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Narrative Disclosure to Summary Compensation Table

Tim N. Tangredi. The Company entered into an employment agreement with Mr. Tangredi, our President, Chief Executive Officer, and Director, which was amended and restated on September 14, 2011 and subsequently on February 27, 2015 (the “Tangredi Employment Agreement”). The Tangredi Employment Agreement provides for an initial term of three years commencing on September 14, 2011 with the term extending on the second anniversary thereof for an additional two-year period and on each subsequent anniversary of the commencement date for an additional year period. Mr. Tangredi’s initial base salary is $200,000. Mr. Tangredi’s base salary shall be increased annually, if applicable, by a sum equal to his current base salary multiplied by one third of the percentage increase in our yearly revenue compared to our prior fiscal year revenue; provided however any annual increase in Mr. Tangredi’s base salary shall not exceed a maximum of 50% for any given year. Any further increase in Mr. Tangredi’s base salary shall be at the sole discretion of our board of directors or compensation committee (if applicable). In addition, Mr. Tangredi will be eligible for bonus compensation at the discretion of the Board, as well as option-based compensation under our equity compensation plans. Under the Tangredi Employment Agreement, Mr. Tangredi is eligible to receive a grant to purchase up to 520,000 shares of common stock from the Company upon the successful completion of a secondary public offering. For a full description of the Tangredi Employment Agreement please refer to Item 13. Certain Relationships and Related Party Transactions —Employment Agreements below.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information regarding outstanding stock options awards for each of the Named Executive Officers as of December 31, ~~2020~~2021.

Name	Number of securities underlying unexercised options (#) Exercisable		Option exercise price($)		Option expiration date
Tim Tangredi		63	$	600	1/18/2021
		50	$	800	4/5/2021
		23	$	700	10/7/2021
		100	$	240	11/30/2022
		1,500	$	360	5/30/2023
		150	$	600	12/17/2024
		150	$	140	4/14/2026
		300	$	80	11/23/2027
Brian Johnson		100	$	600	1/18/2021
		50	$	240	11/30/2022
		500	$	80	11/23/2027

Note in January of 2021 any previous Company issued Option or Warrant to employees, or Board members had been voluntarily returned to the Company.

Name

Number of securities underlying unexercised

options (#) Exercisable

Option

exercise

price($)

Option

expiration

date

Tim Tangredi

Brian Johnson

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Beneficial Ownership Information

The following table sets forth information as of the date of ~~September~~April 146, ~~2021~~2022, as to each person or group who is known to us to be the beneficial owner of more than 5% of our outstanding voting securities and as to the security and percentage ownership of each of our executive officers and directors and of all of our officers and directors as a group.

Name and Address of Beneficial Owner	Common Stock Owned Beneficially		~~Percent~~Percentof of Class			Series BBPreferred ~~Preferred~~ Stock		~~Percent~~Percentof of Class
Named Executive Officers and Directors
Tim Tangredi, Officer, Chairman of the Board(1) #		596	*%				10		100	%
Brian Johnson, Chief Technology Officer #		1	*				-		-
Robert W. Schwartz, Director #		0	*				-		-
Eliza Wang, Director		0	*				-		-
Ira William McCollum Jr., Director #		0	*				-		-
All directors and officers as a group (5 persons)		597	*%		%		10		100	%
5% or greater shareholders
Christine Casale(2)		1,666,767		17.7
LG Capital Funding LLC(3)		1,333,741		14.2
GS Capital Partners LLC(4)		1,000,550		10.6
Cerberus Finance Group, LTD.(5)		700,000		7.4
J&R Medallion Funding Corp(6)		696,667		7.4
Vision Capital NY Inc.(7)		621,482		6.6
All 5% or greater shareholders as a group		3,730,958		39.6	%		-		-
BHP Capital NY Inc.(8)		550,100		5.8
Total		3,731,555		39.6	%		10		100	%
One44 Capital LLC(9)		470,000		5			-		-
All 5% or greater shareholders as a group		7,039,307		74.8	%		-		-
Total		7,039,904		74.8	%		10		100	%

~~____________~~___________

*	Less than 1%
#	Address is Company’s principal office at 11552 Prosperous Driver, Odessa, Florida 33556
(1)	Includes 516 shares beneficially owned by Mr. Tangredi’s wife, Patricia Tangredi.
(2)	The natural person with voting power on behalf of LG Capital Funding LLC is Mr. Joseph Lerman.
(3)	The natural person with voting power on behalf of GS Capital Partners LLC is Mr. Gabe Sayegh.
(4)	The natural person with voting power on behalf of Cerberus Finance Group, LTD. Is Eliot Dayan.
(5)	The natural person with voting power on behalf of J&R Medallion Funding Corp., is Jon Lieberman.

(2)	The natural person with shared voting power on behalf of Christine Casale is Christine Casale and SQ LLC Family Trust.
(3)	The natural person with voting power on behalf of LG Capital Funding LLC is Mr. Joseph Lerman.
(4)	The natural person with voting power on behalf of GS Capital Partners LLC is Mr. Gabe Sayegh.
(5)	The natural person with voting power on behalf of Cerberus Finance Group, LTD. Is Eliot Dayan.
(6)	The natural person with voting power on behalf of J&R Medallion Funding Corp., is Jon Lieberman.
(7)	The natural person with voting power on behalf of Vision Capital is Larry Stein, and LS, LLC.
(8)	The natural person with voting power on behalf of BHP Capital NY Inc. is Bryan Pantofel.
(9)	The natural person with voting power on behalf of One44 Capital LLC is Ahron Fraiman.

Applicable percentage ownership in the preceding table is based on approximately 9,415,425 shares of common stock outstanding as of April 6, 2022 plus, for everyone, any securities that individual has the right to acquire within 60 days of April 6, 2022. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. The number of shares shown as beneficially owned in the tables below are calculated pursuant to Rule 13d-3(d)(1) of the Exchange Act. Under Rule 13d-3(d)(1), shares not outstanding that are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but not deemed outstanding for the purpose of calculating the percentage owned by each other person listed.

Applicable percentage ownership in the preceding table is based on approximately 9,415,425 shares of common stock outstanding as of September 15, 2021 plus, for everyone, any securities that individual has the right to acquire within 60 days of September 15, 2021. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. The number of shares shown as beneficially owned in the tables below are calculated pursuant to Rule 13d-3(d)(1) of the Exchange Act. Under Rule 13d-3(d)(1), shares not outstanding that are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but not deemed outstanding for the purpose of calculating the percentage owned by each other person listed.

Securities Authorized for Issuance under Equity Compensation Plans

Plan Category		(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights				(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
Equity compensation plans approved by security holders			9,876			$	230

Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights

Equity compensation plans approved by security holders		-	$	-

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS; AND DIRECTOR INDEPENDENCE.

Tim Tangredi, our Chief Executive Officer and Chairman, is a founder and a member of the board of directors of Aegis Biosciences, LLC (“Aegis”). Mr. Tangredi currently owns 52% of Aegis’ outstanding equity and spends approximately one toweek ~~two days~~ per ~~month~~year on Aegis business for which he is compensated by Aegis. Aegis has two exclusive, world-wide licenses from us under which it has the right to use and sell products containing our polymer technologies in biomedical and health care applications. Pursuant to the second license, Aegis is required to make royalty payments of 1.5% of the net sales price it receives with respect to any personal hygiene product, surgical drape or clothing products (the latter when employed in medical and animal related fields) and license revenue it receives should Aegis grant a sublicense to a third party. Aegis sold no such products, nor has it received any licensing fees requiring a royalty payment be made to us. All obligations for such payments ended on June 2, 2015.

The Company rents a building that is owned by two stockholders of the Company, one of which is the Chief Executive Officer. Rent expense for this building is $4,066 per month, including sales tax. The Company recognized rent expense (including property tax charges) related to this lease of $5758,~~946~~015 and $57,~~565~~946 for the years ended December 31, ~~2020~~2021 and ~~2019~~2020, respectively. The lease term will terminate upon 30 days’ written notice from landlord or 90 days written termination from us.

The Company has accrued compensation due to the Chief Executive Officer as of December 31, ~~2020~~2021 and ~~2019~~2020 of $12,~~983~~071,~~639~~380 and $1,~~882~~983,~~464~~639, respectively, included in accrued compensation and related benefits in the accompanying balance sheets.

On June 24, 2016, the Company entered into a Loan and Security Agreement (“Security Agreement”) with ~~Patricia~~the ~~Tangredi~~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 interest rate is 12% per annum compounded daily with a minimum interest payment of $2,000. The Note grants the Holder a secured interest in the assets of the Company. ~~Ms.~~The ~~Tangredi~~Holder’s corporation is ~~the~~majority ~~wife~~controlled ofby ~~Tim N~~Ms. Tangredi, related to Tim Tangredi, the Company’s CEO and stockholder, and therefore is a related party of the Company. Pursuant to the Note, the Company is to pay the Holder the principal amount of $150,000 plus all interest due thereon in accordance with terms and conditions of the Security Agreement on the earlier of: (i) the date upon which the Company secures funds, regardless of source, equal to or exceeding, in the aggregate, $1,000,000 or (ii) October 31, 2016 (the “Maturity Date”).

During 2016 to the period ended December 31, ~~2020~~2021, the Holder extended the Note pursuant to various amendments. Pursuant to the amendments, the principal amount due was increased to $2,115,600 ~~with~~and aninterest ~~extended~~owed ~~maturity date~~ of ~~December 23~~$2,152,373 ~~2020.~~with Asan ~~consideration~~extension ~~for the additional proceeds and modification~~ of the maturity date, ~~the~~in ~~Company~~negations ~~issued~~between to the ~~related~~Company ~~party~~and ~~warrants to purchase an aggregate of 239,125 shares of common stock with a weighted average exercise price of $3.41 with a ten-year exercise period, from~~ the ~~date~~Secured ~~of issuance and 240 shares of common stock in 2017, valued at $17,200, of which $15,400 was recorded against debt due to related party~~Noteholder.

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On February 27, 2015, the Company entered into an amendment to the Tangredi Employment Agreement with Tim N. Tangredi. Currently, we have non-interest-bearing accrued compensation due to the Chief Executive Officer for deferred salaries earned and unpaid as described above. The 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 common stock during such calendar year. The conversion rate shall be equal to 75% of the average closing price for the common stock for the 30 trading days prior to the date of conversion. We shall also pay to Mr. Tangredi a cash payment equal to 20% of the compensation income incurred because of the conversion. 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 or a person or group initiate a tender offer for our common stock, Mr. Tangredi may convert unpaid compensation to Class A Convertible Preferred Stock at $1.50 per share. The Board of Directors did not require Mr. Tangredi to convert $100,000 of unpaid compensation into common stock during 2015-2020.

On April 24, 2014, the Company entered into a Distribution Agreement (the “Soex Distribution Agreement”) with Soex (Hong Kong) Industry & Investment Co., Ltd., a Hong Kong corporation (“Soex”). The Soex Distribution Agreement was a covenant included in a Securities Purchase Agreement, dated January 21, 2014, between the Company and Soex, pursuant to which Soex purchased 37,500,000 shares of the Company’s Common Stock, equal to approximately 31% of the issued and outstanding shares of Common Stock as of December 31, 2016. Pursuant to the Soex Distribution Agreement, in exchange for $500,000 to be paid by October 20, 2014, royalty payments and a commitment from Soex to purchase nano-material membrane and other products from the Company, Soex obtained the right to distribute and market our products for incorporation in energy recovery ventilators sold and installed in commercial, industrial and residential buildings, transportation facilities and vehicles in mainland China, Hong Kong, Macao and Taiwan (the “Soex Distribution Territory”). Further, Soex received an exclusive license in the Territory to use our intellectual property in the manufacture and sale of its products and to purchase its requirements of nano-material membrane only from the Company. During 2014, $50,000 of the $500,000 license fee was received from Soex. Pursuant to the Soex Distribution Agreement, Soex was required to pay the Company $500,000, issue to it 25% of the equity of a newly created company, Soex (Beijing) Environmental Protection Technology Company Limited and pay us royalties. Soex only paid us $50,000 of the required $500,000, did not issue the required equity and did not pay any required royalties. Effective June 12, 2015, the Board ratified the termination of the Soex Distribution Agreement, due to the breaches by Soex (see Part I, Item 3, Legal Proceedings).

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.

Employment Agreements

We entered into the following employment agreements with our officers and significant employees:

~~The~~Tim ~~Company entered the~~ Tangredi ~~Employment~~- ~~Agreement with Mr. Tangredi, our~~ President, Chief Executive Officer, and Director, which was amended and restated on September 14, 2011, and subsequently on February 27, 2015. The ~~Tangredi~~documents ~~Employment Agreement provides for an initial term of three years commencing on September 14, 2011 with the term extending on the second anniversary thereof for an additional two-year period~~ and on each subsequent anniversary of the commencement date for an additional year period. Mr. Tangredi’s initial base salary is $200,000. Mr. Tangredi’s base salary shall be increased annually, if applicable, by a sum equal to his current base salary multiplied by one third of the percentage increase in our yearly revenue compared to our prior fiscal year revenue; provided however any ~~annual~~amendments ~~increase~~were infiled ~~Mr. Tangredi’s base salary shall not exceed a maximum of 50% for any given year. Any further increase~~ in ~~Mr.~~Form Tangredi’s base salary shall be at the sole discretion of our board of directors or compensation committee (if applicable). Additionally, at the discretion of the Board and its compensation committee, Mr. Tangredi may be eligible for an annual bonus, if any, of up to 100% of his then10-~~effective~~K ~~base~~on ~~salary,~~March ~~if he meets or exceeds certain annual performance goals established by the Board. In addition to this bonus~~31, ~~Mr.~~2016 Tangredi may be eligible for a separate merit bonus if approved by the Board, for specific extraordinary events or achievements such as a sale of a division, major license or distribution arrangement or merger. Mr. Tangredi is entitled to medical, disability and ~~life~~in ~~insurance,~~Attachment as well as six weeks of paid time off annually, an automobile allowance, reimbursement of all reasonable business expenses, automobile insurance and maintenance, and executive conference or educational expenses10.18.

~~Under~~Currently, ~~the~~we ~~Tangredi~~have ~~Employment~~non-interest-bearing ~~Agreement,~~accrued incompensation ~~addition~~due to ~~any~~Mr. ~~other~~Tangredi ~~compensation~~for ~~which~~deferred hesalaries ~~may~~earned ~~receive~~and unpaid as described above. Pursuant to the February 27, 2015 amendment to the Tangredi Employment Agreement if weat ~~complete~~any atime ~~secondary~~during ~~public~~a ~~offering~~calendar year, ~~Mr.~~the ~~Tangredi~~unpaid ~~will~~compensation beis ~~granted~~greater anthan ~~option~~$500,000, toMr. ~~purchase~~Tangredi upmust toconvert ~~520~~$100,000 of unpaid compensation into shares of ~~our~~ common stock ~~with~~of anthe ~~exercise~~Company ~~price~~during such calendar year. The conversion rate shall be equal to ~~the~~75% ~~fair~~of ~~market~~the ~~value~~average ~~per~~closing ~~share~~price onfor the ~~date~~common ofstock ~~grant.~~for ~~This~~the ~~option~~30 ~~will~~trading ~~become~~days ~~vested~~prior ~~and~~to ~~exercisable~~the indate ~~thirds,~~of ~~with~~conversion. ~~one~~We ~~third~~shall ~~vested~~also ~~upon~~pay ~~grant,~~to ~~another~~Mr. ~~third~~Tangredi ata ~~the~~cash ~~one-year~~payment ~~anniversary~~equal to 20% of the ~~grant,~~compensation ~~and~~income ~~another~~incurred ~~third~~because ~~upon~~of the ~~second~~conversion. ~~anniversary~~Further, ofat ~~the~~any ~~grant.~~time ~~The~~any ~~option~~“person” ~~shall~~or ~~have~~“group” a(as ~~term~~such ofterms ~~ten~~are ~~years,~~used ~~shall~~in beSections ~~exercisable~~13(d) ~~for~~and up14(d) toof ~~three~~the ~~years~~Securities ~~after~~Exchange ~~termination~~Act of ~~the~~1934) ~~Tangredi~~becomes ~~Employment~~the ~~Agreement~~“beneficial owner” (~~unless~~as ~~termination~~defined isin ~~for~~Rules ~~cause,~~13(d)-3 inand ~~which~~13(d)-5 ~~event~~under itsuch ~~shall~~Act) ~~expire~~of ongreater of 40% of the ~~date~~then-outstanding voting power of ~~termination),~~the ~~shall~~voting ~~have~~equity interests or a ~~“cashless”~~person ~~exercise~~or ~~feature,~~group ~~and~~initiate ~~shall~~a betender ~~subject~~offer tofor ~~such~~our ~~additional~~common ~~terms~~stock, ~~and~~Mr. ~~conditions~~Tangredi asmay ~~are~~convert ~~then~~unpaid ~~applicable~~compensation to ~~options~~Class ~~granted~~A ~~under~~Convertible ~~such~~Preferred ~~plan~~Stock ~~provided~~at ~~they~~$1.50 doper ~~not~~share. ~~conflict~~The ~~with~~Board ~~the~~of ~~terms~~Directors ~~set~~did ~~forth~~not inrequire ~~the~~Mr. Tangredi ~~Employment~~to ~~Agreement~~convert $100,000 of unpaid compensation into common stock during 2015-2021.

Brian Johnson – Chief Technology Officer. The documents and any amendments were filed in the 2019 10-K Fiscal Year ending December 31, 2018 and in Attachment 10.15.

Rasool Nasr Isfahani – Chief Innovation Officer. On March 15, 2021 (the “Effective Date”), the Company entered into an employment agreement with Mr. Rasool Nasr Isfahani, pursuant to which Isfahani was appointed as Chief Innovation Officer of the Company. Isfahani’s initial base salary pursuant to the Employment Agreement was $135,000. Isfahani may receive a performance bonus at the discretion of the Board. Isfahani is entitled to participate in any benefits programs offered by the Company and shall be reimbursed for reasonably incurred expenses incurred in the performance of the functions and duties under the Employment Agreement. The initial term of the Employment Agreement was from the Effective Date through March 15, 2022 (the “Initial Term”). Upon expiration of the Initial Term, the Employment Agreement will be automatically extended for additional one-year terms unless Isfahani or the Company shall, upon 30 days written notice to the other, elect not to extend this Employment Agreement for an additional one-year term.

John Walsh – General Manager. On June 15, 2021 (the “Effective Date”), the Company entered into an employment agreement with Mr. Walsh, pursuant to which Walsh was appointed as General Manager of the Company. Walsh’s initial base salary pursuant to the Employment Agreement was $145,000. Walsh may receive a performance bonus at the discretion of the Board. Walsh is entitled to participate in any benefits programs offered by the Company and shall be reimbursed for reasonably incurred expenses incurred in the performance of the functions and duties under the Employment Agreement. The initial term of the Employment Agreement was from the Effective Date through, June 15, 2022, (the “Initial Term”). Upon expiration of the Initial Term, the Employment Agreement will be automatically extended for additional one-year terms unless Walsh or the Company shall, upon 30 days written notice to the other, elect not to extend this Employment Agreement for an additional one-year term.

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If Mr. Tangredi’s employment is terminated for any reason, we will be obligated to pay him his accrued but unpaid base salary, bonus and accrued vacation pay, and any unreimbursed expenses (“Accrued Sums”).

In addition to any Accrued Sums owed, if Mr. Tangredi’s employment is terminated by us in the event of his disability or without cause or by Mr. Tangredi for good reason, he shall be entitled to:

(i) an amount equal to the sum of (A) the greater of 150% of the base salary then in effect or $320,000 plus (B) the cash bonus and/or merit bonus, if any, awarded for the most recent year; (ii) health and life insurance, a car allowance and other benefits set forth in the agreement until two years following termination of employment, and thereafter to the extent required by COBRA or similar statute; and (iii) all stock options, to the extent they were not exercisable at the time of termination of employment, shall become exercisable in full.

In addition to any Accrued Sums owed, if Mr. Tangredi elects to terminate employment within one year following a change in control, he shall receive a lump sum payment equal to the sum of (a) the greater of his then current base salary or $210,000 plus (b) the cash bonus and merit bonus, if any, awarded in the most recent year. In addition, he will be entitled to (ii) and (iii) above.

The Tangredi Employment Agreement also contains customary covenants restricting the use of our confidential information and solicitation of employees, which are similarly applicable to our other executive officers. In addition, we are obligated to indemnify Mr. Tangredi for any claims made against him in connection with his employment with us, to advance indemnification expenses, and maintain his coverage under our directors’ and officers’ liability insurance policy.

Under the Tangredi Employment Agreement, the Company and Mr. Tangredi have agreed that the Company will retain an independent compensation consultant, which may modify the compensation program for Mr. Tangredi and other officers, subject to certain conditions including approval of the Board. Notwithstanding the recommendation and board consideration, Mr. Tangredi has the right to continue the current terms of the Tangredi Employment Agreement.

Currently, we have non-interest-bearing accrued compensation due to Mr. Tangredi for deferred salaries earned and unpaid as described above. Pursuant to the February 27, 2015 amendment to the Tangredi Employment Agreement 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 shares of common stock of the Company during such calendar year. The conversion rate shall be equal to 75% of the average closing price for the common stock for the 30 trading days prior to the date of conversion. We shall also pay to Mr. Tangredi a cash payment equal to 20% of the compensation income incurred because of the conversion. 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 or a person or group initiate a tender offer for our common stock, Mr. Tangredi may convert unpaid compensation to Class A Convertible Preferred Stock at $1.50 per share. The Board of Directors did not require Mr. Tangredi to convert $100,000 of unpaid compensation into common stock during 2015-2020.

On August 17, 2015 (the “Effective Date”), the Company entered into an employment agreement (the “Johnson Employment Agreement”) with Mr. Brian Johnson (“Johnson”), pursuant to which Johnson was appointed as Chief Technology Officer of the Company. Johnson’s initial base salary pursuant to the Johnson Employment Agreement was $135,000. Johnson may receive a performance bonus at the discretion of the Board. Johnson is entitled to participate in any benefits programs offered by the Company and shall be reimbursed for reasonably incurred expenses incurred in the performance of the functions and duties under the Johnson Employment Agreement. The initial term of the Johnson Employment Agreement was from the Effective Date through February 29, 2016 (the “Initial Term”). Upon expiration of the Initial Term, the Johnson Employment Agreement will be automatically extended for additional one-year terms unless Johnson or the Company shall, upon 30 days written notice to the other, elect not to extend this Agreement for an additional one-year term.

30 Table of Contents

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The aggregate audit fees billed for the years ended December 31, ~~2020~~2021 and ~~2019~~2020 was $7054,~~000~~750 and $8570,~~830~~000, respectively. Audit services include the audits of the financial statements included in our annual reports on Form 10-K and reviews of interim financial statements included in our quarterly reports on Form 10-Q.

Audit-Related Fees

None.

Tax Fees

None

All Other Fees

None

Audit Committee Pre-Approval Policies and Procedures

The Board has completed a competitive process to review the appointment of the Company'’s independent registered public accounting firm for the year ending December 31, ~~2017~~2021. As a result of this process, on ~~July~~September 1227, ~~2017~~2021, the Board elected to engage ~~RBSM~~Hudgens ~~LLP~~CPA, PLLC as the Company'’s independent registered public accounting firm for the fiscal year ending December 31, ~~2017~~2021 and dismissed ~~Mayer~~RBSM ~~Hoffman~~LLP ~~McCann PC~~ from that role. ~~RBSM LLP remains the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.~~

We do not have an audit committee and, as a result, our Board of Directors evaluates the scope and cost of the engagement before the auditor renders audit or non-audit services. The Board of Directors has considered the services provided by ~~RBSM~~Hudgens ~~LLP~~CPA, PLLC as disclosed above in the captions audit fees and all other fees and has concluded that such services are compatible with the independence of ~~RBSM~~Hudgens ~~LLP~~CPA, PLLC as our principal accountant.

3130 Table of Contents

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit		Incorporated by Reference			Filed ~~or Furnished~~orFurnished
Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
3.1	Certificate of Incorporation of The Dais Corporation	S-1	3.1	08/11/2008
3.2	Certificate of Amendment of the Certificate of Incorporation of The Dais Corporation	S-1	3.2	08/11/2008
3.3	Certificate of Amendment of the Certificate of Incorporation of The Dais Corporation	S-1	3.3	08/11/2008
3.4	Certificate of Amendment of the Certificate of Incorporation of The Dais Corporation	S-1	3.4	08/11/2008
3.5	Certificate of Amendment of the Certificate of Incorporation of Dais Analytic Corporation	S-1	3.5	08/11/2008
3.6	Certificate of Amendment of the Certificate of Incorporation of Dais Analytic Corporation	S-1	3.6	08/11/2008
3.7	Certificate of Amendment of the Certificate of Incorporation of Dais Analytic Corporation	S-1	3.7	08/11/2008
3.8	Certificate of Amendment of the Certificate of Incorporation of Dais Analytic Corporation	S-1	3.8	08/11/2008
3.9	Certificate of Amendment of the Certificate of Incorporation of Dais Analytic Corporation	8-K	3.1	03/05/2015
3.10	Certificate of Amendment of the Certificate of Incorporation of Dais Analytic Corporation	8-K	3.1	02/28/2019
3.11	Certificate of Designation
3.12	Bylaws of The Dais Corporation	S-1	3.9	08/11/2008
10.1	Dais Analytic Corporation 2000 Incentive Compensation Plan	S-1	10.1	08/11/2008
10.2	Form of Employee Non-Disclosure and Non-Compete Agreement	S-1	10.2	08/11/2008
10.3	Form of Secured Patent Agreement (Financing)	S-1	10.11	08/11/2008
10.4	Dais Analytic Corporation 2009 Long Term Incentive Plan	DEF 14A	A	10/09/2009
10.5	Executive Compensation Agreement dated April 11, 2011, by and between Dais Analytic Corporation and Timothy N. Tangredi	S-1/A	10.17	04/13/2011
10.6	Executive Compensation Agreement dated September 14, 2011, by and between Dais Analytic Corporation and Timothy N. Tangredi	8-K	10.1	09/15/2011
10.7	Executive Compensation Agreement dated January 11, 2012, by and between Dais Analytic Corporation and Timothy N. Tangredi	S-1/A	10.28	01/13/2012
10.8	Executive Compensation Agreement dated February 27, 2015, by and between Dais Analytic Corporation and Timothy N. Tangredi	8-K	10.1	03/05/2015
10.9	Executive Compensation Agreement dated April 8, 2011, by and between Dais Analytic Corporation and Patricia K. Tangredi	S-1	10.18	04/13/2011
10.10	Securities Purchase Agreement dated October 21, 2014, by and between Dais Analytic Corporation and Soex (Hong Kong) Industry & Investment Co., Ltd.	8-K	10.1	01/27/2014
10.11	Distribution Agreement dated April 24, 2014, by and between Dais Analytic Corporation and Soex (Hong Kong) Industry & Investment Co., Ltd.	8-K	10.1	04/28/2014
10.12	Loan and Security Agreement dated June 24, 2016, by and between Dais Analytic Corporation and Patricia K. Tangredi	8-K	10.1	06/28/2016
10.13	Amendment to Senior Secured Promissory Note dated September 7, 2016 by and between Dais Analytic Corporation and Patricia K. Tangredi	8-K	10.1	10/28/2016
10.14	Second Amendment to Senior Secured Promissory Note dated October 30, 2016 by and between Dais Analytic Corporation and Patricia K. Tangredi	10-Q	10.1	11/14/2016
10.15	Employment Agreement dated August 17, 2015, by and between Dais Analytic Corporation and Brian C. Johnson.
14.1	Code of Ethics of Dais Analytic Corporation	10-K	14.1	3/31/2009
31.1	Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))				☒
31.2	Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a))				☒
32.1	Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				☒
32.2	Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				☒
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).				☒
101.SCH	Inline XBRL Taxonomy Extension Schema Document				☒
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document				☒
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document				☒
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document				☒
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document				☒
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).				☒

3231 Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DAIS CORPORATION
Date: September 17, 2021	By:	/s/ Tim Tangredi
Date: April 15, 2022	By:	/s/ Tim Tangredi
		Tim Tangredi
		Chairman of the Board Chief Executive Officer and Director (Principal Executive Officer) (Principal Financial and Accounting Officer)
		Chairman of the BoardChief Executive Officer and Director(Principal Executive Officer)(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacity and on the dates indicated.

Signatures	Title	Date
/s/ Tim Tangredi	Chairman of the Board,	~~September~~April 1715, ~~2021~~2022
Timothy N. Tangredi	Chief Executive Officer and Director
Tim N. Tangredi	Chief Executive Officer and Director
/s/ Robert W. Schwartz	Director	~~September~~April 1715, ~~2021~~2022
Robert W. Schwartz
/s/ Ira William McCollum, Jr.	Director	~~September~~April 1715, ~~2021~~2022
Ira William McCollum, Jr.
/s/ Eliza Xuan Wang	Director	~~September~~April 1715, ~~2021~~2022
Eliza Xuan Wang

3332 Table of Contents

Dais Corporation

(Formerly Dais Analytic Corporation)

Financial Statements

Years Ended December 31, ~~2020~~2021 and ~~2019~~2020

Contents

Report of Independent Registered Public Accounting Firm.		F-2
Report of Independent Registered Public Accounting Firm. (PCAOB ID# 6849)		F-2
Financial Statements:
Balance Sheets		F-34
Statements of Operations		F-45
Statements of Stockholders’ Deficit		F-56
Statements of Cash Flows		F-67
Notes to Financial Statements		F-78

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Dais Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Dais Corporation (the Company) as of December 31, 2021, and the related statement of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. The financial statements of Dais Corporation as of December 31, 2020 were audited by other auditors, whose reported dated September 17, 2021 expressed an unqualified opinion on those statements.

Going Concern Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We have determined that there were no critical audit matters.

/s/ Hudgens CPA, PLLC
www.hudgenscpas.com
We have served as the Company’s auditor since 2021.
Houston, Texas
April 15, 2022

F-2

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Dais Corporation

(~~Formerly~~formerly Dais Analytic Corporation)

Opinion on the Financial Statements

We have audited the accompanying balance ~~sheets~~sheet of Dais Corporation (formerly Dais Analytic Corporation) (the “Company”), as of December 31, 2020 ~~and 2019~~, and the related statements of operations, stockholders’ deficit and cash flows for ~~each of~~ the ~~two years in the~~ period ended December 31, 2020 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 ~~and 2019~~, and the results of its operations and its cash flows for ~~each of~~ the ~~two years in the~~ period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

The Company'’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the accompanying financial statements, the Company has suffered recurring losses from operations, generated negative cash flows from operating activities, has an accumulated deficit that raise substantial doubt about Company’s ability to continue as a going concern. Management'’s evaluation of the events and conditions and management’s plans in regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our ~~audits~~audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audits~~audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. As part of our ~~audits~~audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audits~~audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audits~~audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audits~~audit provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

/s/ RBSM LLP

We have served as the Company’s auditor since 2017

New York, New York

September 17, 2021

F-23 Table of Contents

DAIS CORPORATION

BALANCE SHEETS

	December 31, 2020			December 31, 2019
	December 31,2021			December 31,2020
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	36773,~~516~~423		$	436,~~083~~516
Accounts receivable, net		~~502~~51,917			~~12,883~~502
Other receivables		~~6,169~~-			346,~~144~~169
Inventory		6572,~~656~~067			9165,~~281~~656
Prepaid expenses		3032,~~670~~637			3230,~~362~~670
Total Current Assets		~~139~~930,~~513~~044			~~174~~139,~~753~~513
Property and equipment, net		413,~~501~~353			304,~~957~~501
OTHER ASSETS:
Deposits		4,780			4,780
Patents, net		~~153~~152,~~592~~924			~~146~~153,~~135~~592
Total Other Assets		~~158~~157,~~372~~704			~~150~~158,~~915~~372
TOTAL ASSETS	$	~~302~~1,~~386~~101,101		$	~~356~~302,~~625~~386
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable, including related party payables of $305,081 and $280,247 on December 31, 2020 and 2019, respectively	$	984,485		$	952,415
Accounts payable, including related party payables of $282,729 and $305,081 on December 31, 2021 and 2020, respectively	$	922,305		$	984,485
Accrued expenses, other, including interest due to related party of $679,239 and $444,476 on December 31, 2020 and 2019, respectively		1,515,740			1,034,745
Accrued expenses, other, including interest due to related party of $2,153,723 and $679,239 on December 31, 2021 and 2020, respectively		2,945,918			1,515,740
Accrued compensation and related benefits		2,~~120~~208,~~951~~692			2,~~019~~120,~~777~~951
Customer deposits		4335,~~109~~306			9143,~~742~~109
Notes payable to related parties		2,125,600			1,832,600
Advance payment received for convertible note		15,000			-
Current portion of deferred revenue		348,656			398,656
Advance payment received for purchase of common stock		30,000			-
Derivative liabilities		3,845,662			2,349,471
Notes payable to related parties		2,174,897			2,125,600
Note payable – due within one year		26,200			-
Current portion of deferred revenue		298,656			348,656
Convertible notes payable, net of unamortized debt discount and deferred debt issuance costs		1,453,960			1,336,213
Derivative liabilities		-			3,845,662
Total Current Liabilities		12,464,363			10,015,619
Note payable – due within one year		376,000			26,200
Notes payable – due after one year		294,750			-
Convertible notes payable, net of unamortized discount and debt costs of $1,437,838 and $0, respectively		194,162			1,453,960
Note payable - related party – due after one year		-			10,000
Total Current Liabilities		9,200,936			12,464,363
Total Liabilities		12,759,113			10,025,619
Notes payable – due after one year		272,340			294,750
Total Liabilities		9,473,276			12,759,113
STOCKHOLDERS’ DEFICIT
Preferred stock, undesignated; $0.01 par value; 7,990,000 shares authorized; no shares issued and outstanding		-			-
Preferred stock, Series A; $0.01 par value; 2,000,000 shares authorized; no shares issued and outstanding		-			-
Preferred stock, Series B; $0.01 par value; 10,000 shares authorized; 10 and 10 shares issued and outstanding, respectively		-			-
Common stock; $0.01 par value; 1,100,000,000 shares authorized; 278,757 and 278,757 shares issued and 278,128 and 278,128 shares outstanding on December 31, 2020 and 2019, respectively		2,788			2,788
Common stock; $0.01 par value; 1,100,000,000 shares authorized; 9,415,425 and 278,757 shares issued and 9,414,796 and 278,128 shares outstanding on December 31, 2021 and 2020, respectively		94,154			2,788
Capital in excess of par value		4550,~~976~~818,~~660~~885			45,976,660
Accumulated deficit		(5657,~~974~~823,~~063~~102	)		(5456,~~186~~974,~~330~~063	)
		(10,994,615	)		(8,206,882	)
		(6,910,063	)		(10,994,615	)
Treasury stock at cost, 629 shares on December 31, 2020 and 2019, respectively		(1,462,112	)		(1,462,112	)
Treasury stock at cost, 629 shares on December 31, 2021 and 2020, respectively		(1,462,112	)		(1,462,112	)
Total Stockholders’ Deficit		(128,~~456~~372,~~727~~175	)		(912,~~668~~456,~~994~~727	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	~~302~~1,~~386~~101,101		$	~~356~~302,~~625~~386

See accompanying Notes to Financial Statements

F-34 Table of Contents

DAIS CORPORATION

STATEMENTS OF OPERATIONS

	For the Years Ended December 31,
	For the Years EndedDecember 31,
	2020			2019
	2021			2020
REVENUE
Sales	$	~~952~~372,~~845~~506		$	~~830~~952,~~625~~845
Royalty and license fees		50,000			7550,000
		1,002,845			905,625
		422,506			1,002,845
COST OF GOODS SOLD		~~545~~267,~~068~~837			~~600~~545,~~213~~068
GROSS MARGIN		~~457~~154,~~777~~669			~~305~~457,~~412~~777
OPERATING EXPENSES
Research and development, net of government grant proceeds of $123,055 and $89,994 for the years ended December 31, 2020 and 2019, respectively		98,645			203,757
Research and development, net of government grant proceeds of $89,617 and $123,055 for the years ended December 31, 2021 and 2020, respectively		133,808			98,645
Selling, general and administrative		1,~~079~~958,~~594~~560			1,~~369~~079,~~037~~594
TOTAL OPERATING EXPENSES		12,~~178~~092,~~239~~368			1,~~572~~178,~~794~~239
LOSS FROM OPERATIONS		(~~720~~1,~~462~~937,699	)		(1720,~~267,382~~462	)
OTHER INCOME (EXPENSE)
Interest expense		(12,~~127~~065,~~807~~593	)		(21,~~126~~127,~~590~~807	)
Change in fair value of derivative		(939,464	)		(712,952	)
Loss on legal judgement		(382,664	)		-
Gain on extinguishment of debt		-			57,784
Forgiveness of debt income		146,685			-
TOTAL OTHER EXPENSE, NET		(2,067,271	)		(2,781,758	)
Change in fair value of derivative		2,241,678			(939,464	)
NET LOSS	$	(2,787,733	)	$	(4,049,140	)
Gain on extinguishment of debt		1,148,554			-
NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$	(10.02	)	$	(25.67	)
TOTAL OTHER INCOME (EXPENSE), NET		1,088,660			(2,067,271	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		278,128			157,771
NET LOSS	$	(849,039	)	$	(2,787,733	)
NET LOSS PER COMMON SHARE, BASIC AND DILUTED	$	(0.15	)	$	(10.02	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		5,734,795			278,128

See accompanying Notes to Financial Statements

F-45 Table of Contents

DAIS CORPORATION

STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Preferred Stock				Common Stock				Capital in Excess of Par			Accumulated			Treasury			Total Stockholders’
	Shares		Amount		Shares		Amount		Value			Deficit			Stock			Deficit
Balance at December 31, 2018		10	$	-		74,910	$	749	$	44,797,156		$	(50,137,190	)	$	(1,462,112	)	$	(6,801,397	)
Balance at December 31, 2019		10	$	-		278,757	$	2,788	$	45,976,660		$	(54,186,330	)	$	(1,462,112	)	$	(9,668,994	)
Shares issued upon conversion of debt		-		-		203,020		2,030		952,616			-			-			954,646
Issuance of common stock for finance cost		-		-		550		6		9,994			-			-			10,000
Adjustment for fractions		-		-		277		3		(3	)		-			-			-
Warrants issued for finance cost						-		-		216,897			-			-			216,897
Net loss		-		-		-		-		-			(4,049,140	)		-			(4,049,140	)
Balance at December 31, 2019		10		-		278,757		2,788		45,976,660			(54,186,330	)		(1,462,112	)		(9,668,994	)
Net loss		-		-		-		-		-			(2,787,733	)		-			(2,787,733	)
Balance at December 31, 2020		10	$	-		278,757	$	2,788	$	45,976,660		$	(56,974,063	)	$	(1,462,112	)	$	(12,456,727	)
Shares and warrants issued for services		-		-		2,100,000		21,000		730,457			-			-			751,457
Shares and warrants issued for settlement of debt		-		-		7,036,668		70,366		2,616,768			-			-			2,687,134
Warrants issued with debt		-		-		-		-		1,405,000			-			-			1,405,000
Beneficial conversion feature of debt		-		-		-		-		90,000			-			-			90,000
Net loss		-		-		-		-		-			(849,039	)		-			(849,039	)
Balance at December 31, 2021		10	$	-		9,415,425	$	94,154	$	50,818,885		$	(57,823,102	)	$	(1,462,112	)	$	(8,372,175	)

See accompanying Notes to Financial Statements

F-56 Table of Contents

DAIS CORPORATION

STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	For the Years EndedDecember 31,
	2020			2019
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2849,~~787,733~~039	)	$	(42,~~049~~787,~~140~~733	)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization of deferred debt issue costs		51,~~848~~888			485,~~094~~848
Depreciation and amortization		4421,~~093~~574			4244,~~717~~093
Change in fair value of derivative liability		939,464			712,952
Stock based compensation		751,457			-
Non-cash interest expenses		556,727			1,047,141
Change in fair value of derivative liability		(2,241,678	)		939,464
Amortization of debt discount		101,899			664,329
Non-cash interest expenses		124,290			556,727
Gain on extinguishment of debt		-			(57,784	)
Amortization of debt discount		324,264			101,899
Legal fees paid through proceeds of notes payable		-			150,000
Gain on extinguishment of debt		(1,295,239	)		-
(Increase) decrease in:
Accounts receivable		12(51,~~381~~415	)		2112,~~160~~381
Inventory		25(6,~~625~~411	)		~~(38~~25,~~097~~625	)
Other receivables		276,~~975~~169			~~(19~~27,~~796~~975	)
Prepaid expenses/Other assets		(1,~~692~~967	)		161,~~292~~692
Increase (decrease) in:
Accounts payable		32(62,~~070~~180	)		~~319~~32,~~841~~070
Accrued expenses		~~582~~2,~~169~~052,318			~~461~~582,~~275~~169
Customer deposits		(487,~~633~~803	)		12(48,~~926~~633	)
Deferred revenue		(50,000	)		(50,000	)
Net cash used in operating activities		(~~556~~1,~~423~~283,772	)		(~~718~~556,~~090~~423	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in patent costs		(25,094	)		(11,547	)
Purchase of equipment		(11,541	)		-
Purchases of property and equipment		-			-
Increase in patent costs		(18,217	)		(25,094	)
Net cash used in investing activities		(2529,~~094~~758	)		(1125,~~547~~094	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable - related parties		~~293~~49,~~000~~297			~~500~~293,~~600~~000
Proceeds from notes payable		~~393~~2,~~450~~112,340			~~237~~393,~~500~~450
Repayments of notes		(72,500	)		(33,680	)
Advance payment for note payable		15,000			-
Net cash provided by financing activities		613,950			704,420
Advance payment on purchase of common stock		30,000			-
Net increase (decrease) in cash		32,433			(25,217	)
Repayments of notes		(156,200	)		(72,500	)
Cash, beginning of period		4,083			29,300
Net cash provided by financing activities		2,050,437			613,950
Cash, end of period	$	36,516		$	4,083
Net increase in cash		736,907			32,433
Cash, beginning of period		36,516			4,083
Cash, end of period	$	773,423		$	36,516
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	~~1,841~~744		$	71,~~311~~841
NON-CASH FINANCING AND FINANCING ACTIVITIES
Issuance of common stock upon conversion of notes and accrued interest	$	-		$	954,646
Issuance of common stock and warrants upon settlement of notes and accrued interest	$	2,687,134		$	-
Notes and accrued interest converted to common stock	$	-		$	328,011
Notes and accrued interest settled with common stock and warrants	$	2,107,414		$	-
Debt costs deducted from proceeds of note	$	-			20,000
Derivative liability extinguished	$	1,728,274		$	-
Issuance of common stock for finance cost	$	-		$	10,000
Relative fair value of warrant, recorded as debt discount	$	1,405,000		$	-
Issuance of warrants for debt modification	$	-		$	216,897
Beneficial conversion feature of debt	$	90,000		$	-
Initial derivative liability at issuance of notes	$	-		$	1,112,125
Common stock to be issued for finance cost, accrued and recorded as debt discount	$	120,990		$	-
Initial debt discount at issuance of notes	$	-		$	393,994
Original issued discount, deducted from proceeds and recorded as debt discount	$	137,000		$	-
Debt costs deducted from proceeds of note	$	11,000		$	-
Initial debt discount at issuance of notes	$	1,752,990		$	-

See accompanying Notes to Financial Statements

F-67 Table of Contents

Dais Corporation

Notes to Financial Statements

Years Ended December 31, ~~2020~~2021 and ~~2019~~2020

Note 1. Background Information

Dais Corporation (“Dais”, “us,” “we,”, the “Company”), a New York corporation, is a nano-structured polymer technology materials company having developed and now commercializing products using its family of nanomaterial called Aqualyte. The first commercial product is called ConsERV, a fixed plate energy recovery ventilator which we believe is useful in meeting building indoor fresh air requirements while saving energy and lowering emissions for most forms of heating, ventilation and air conditioning (HVAC) equipment. The second commercial product is NanoClear, a water clean-up process useful in the creation of potable water from most forms of contaminated water including industrial process wastewater (petrochemical, steel, etc.) sea, brackish, or wastewater. We continue to develop other nano-structured polymer technology applications in a variety of markets. The Company was incorporated in April 1993 and its corporate headquarters is in Odessa, Florida.

On November 2, 2018, the shareholders of the Company approved an increase in the authorized common shares of the company from 240,000,000 shares to 340,000,000 shares. On March 14, 2019, the shareholders approved an increase in authorized common shares from 340,000,000 shares to 1,100,000,000 shares. In July 2019, the shareholders of the Company approved a reverse stock split of the issued and outstanding shares of the Company’s common stock at the ratio ranging from one-for-500 to one-for-2,000. On October 31, 2019, the Company amended its Certificate of Incorporation to reflect a one-for-2,000 reverse stock split of the Company’s common stock. The reverse split was effective December 6, 2019. All share and per share data have been retroactively restated in the accompanying financial statements and footnotes to reflect the effects of the reverse split.

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 year ended December 31, ~~2020~~2021, the Company generated a net loss of $2849,~~787,733~~039 and has incurred significant losses since inception. As of December 31, ~~2020~~2021, the Company has an accumulated deficit of $5657,~~974~~823,~~063~~102, total stockholders’ deficit of $128,~~456~~372,~~727~~175, negative working capital of $128,~~324~~270,~~850~~ 892 and cash and cash equivalents of $36773,~~516~~423. The Company used $~~556~~1,~~423~~283,772 and $~~718~~556,~~090~~423 of cash for operations during the years ended December 31, ~~2020~~2021 and ~~2019~~2020, 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 has selected targeted parties that it is actively working with who are interested in licensing, purchasing the rights to, or establishing a joint venture to commercialize applications of the Company’s technology; 2. The Company continues to seek capital from certain strategic and/or government (grant) related sources. These sources may, pursuant to any agreements that may be developed in conjunction with such funding, assist in the product definition and design, roll-out and channel penetration of products; and 3. The Company is actively working with newer investors, private equity companies, purchase order financing parties, and its existing debt holders to restructure its existing debt and obtain short and long-term working and growth capital.

~~Any~~The ~~failure by the~~ Company tocontinues ~~timely procure additional financing or investment adequate~~ to ~~fund~~seek ~~the~~capital ~~ongoing~~from ~~operations,~~certain ~~including~~strategic ~~planned~~and/or ~~product~~government ~~development~~grant ~~initiatives~~opportunities and ~~commercialization~~related ~~efforts,~~sources. ~~will~~These ~~have~~sources ~~material adverse consequences on the Company’s financial condition~~may, ~~results~~pursuant ofto ~~operations and cash flows as could~~ any ~~unfavorable~~agreements ~~terms.~~that ~~There~~may ~~are no assurances the Company will~~ be ~~able~~developed toin ~~obtain~~conjunction ~~the~~with ~~financing~~such ~~and planned product development commercialization. Accordingly~~funding, ~~the~~assist ~~Company~~in ~~may not have~~ the ~~ability~~product todefinition ~~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~~design, orroll-out ~~the amounts~~ and ~~classifications~~channel penetration of ~~liabilities~~products; ~~that might be necessary should the Company be unable to continue as a going concern.~~ and

The Company is actively working with newer investors, private equity companies, purchase order financing parties, has increased its value and potential to attract new investors in the eyes of the Management team when the Company completed the exchange program of ‘debt to equity’ in the 2nd quarter of 2021 clearing out all convertible debt in exchange for equity at a fixed price at the end of the second quarter of 2021.

F-8

Table of Contents

Note 3. Significant Accounting Policies

The significant accounting policies followed are:

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-7 Table of Contents

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 - The Company has adopted the new revenue recognition guidelines in accordance with ASC 606, Revenue from Contracts with Customers (ASC 606). The Company analyzes its contracts to assess that they are within the scope and in accordance with ASC 606. In determining the appropriate amount of revenue to be recognized as the Company fulfills its obligations under each of its agreements, whether for goods and services or licensing, the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company acts as a principal in its revenue transactions as the Company is the primary obligor in the transactions. Generally, the Company recognizes revenue for its products upon shipment to customers, provided no significant obligations remain and collection is probable.

In certain instances, the Company’s ConsERV system product may carry a limited warranty of up to one year for all parts contained therein except for the energy recovery ventilator core produced and sold by the Company. The distributor of the ConsERV system may carry a limited warranty of up to ten years. The limited warranty includes replacement of defective parts for the ConsERV system and includes workmanship and material failure for the ConsERV core. The Company recorded an accrual of $91,531 for future warranty expenses at December 31, ~~2020~~2021 and ~~2019~~2020, which is included in accrued expenses, other.

Royalty revenue is recognized as earned. The Company recognized royalty revenue of $0 ~~and $25,000~~ for the years ended December 31, ~~2020~~2021 and ~~2019, respectively~~2020. 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 $50,000 for each of the years ended December 31, ~~2020~~2021 and ~~2019~~2020.

The Company accounts for revenue arrangements with multiple elements under the provisions of the Financial Accounting Standards Boards (FASB) Accounting Standards Codification (ASC) Topic 605-25, “Revenue Recognition-Multiple-Element Arrangements.” In order to account for these agreements, the Company must identify the deliverables included within the agreement and evaluate which deliverables represent separate units of accounting based on if certain criteria are met, including whether the delivered element has stand-alone value to the licensee. The consideration received is allocated among the separate units of accounting, and the applicable revenue recognition criteria are applied to each of the separate units.

F-9

Table of Contents

In December 2017, the Company and Zhejiang MENRED Environmental Tech Co, Ltd., Zhejiang Province, China (“Menred”), entered into a License and Supply Agreement (the “Agreement”), effective December 21, 2017. Pursuant to the Agreement, the Company licensed certain intellectual property and improvements to Menred, for use in the manufacture and sale of energy recovery ventilators (“ERV”) and certain other HVAC systems for installation in commercial, residential, or industrial buildings in China. Menred also agreed to purchase its requirements of certain products from the Company for Menred’s use, pursuant to the terms and conditions of the Agreement. Menred will also pay royalties, as defined, to the Company on a quarterly basis, based on price and production volume as provided by Menred. No royalties are due within the first year of the Agreement. Also pursuant to the Agreement, the Company is required to purchase 50,000 square meters of Product from Menred for delivery as an annual minimum with a 10,000 square meter minimum order quantity per delivery. The Agreement has a ten-year term with mutually agreed upon five-year extensions.

Shipping and handling fees billed to customers are included in revenue. Shipping and handling fees associated with freight are generally included in cost of revenue.

Cash and cash equivalents - For purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments with a maturity of three months or less to be cash equivalents. Cash and cash equivalents are maintained at financial institutions, and, at times, balances may exceed federally insured limits. The Company had no uninsured balances of approximately $483,000 and $0 at December 31, ~~2020~~2021 orand ~~2019~~2020, respectively. The Company has never experienced any losses related to these balances. The Company had no cash equivalents at December 31, ~~2020~~2021 or ~~2019~~2020.

Accounts receivable - Accounts receivable consist primarily of receivables from the sale of the Company’s ERV products and royalties due under license and supply agreements. The Company regularly reviews accounts receivable for any bad debts based on an analysis of the Company’s collection experience, customer credit worthiness and current economic trends. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Based on management’s review of accounts receivable, no allowance for doubtful accounts was deemed necessary at December 31, ~~2020~~2021 and ~~2019~~2020, respectively.

Concentrations - At December 31, ~~2020~~2021, ~~one~~two ~~customer~~customers accounted for 100% of accounts receivable. For the year ended December 31, ~~2020~~2021, three customers accounted for 6373% of total revenue. For the year ended December 31, ~~2019~~2020, ~~five~~three customers accounted for 7163% of total revenue.

Other receivables - Other receivables consist primarily of receivables from the U.S. Department of Defense (See Note 3 - Research and development expenses and funding proceeds). The Company prepares invoices as it meets funding program milestones. Based on management’s review of other receivables, management has determined that no allowance for other receivables is necessary at December 31, ~~2020~~2021 and ~~2019~~2020.

FFair Value of Financial Instruments -8 ~~Table~~The Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, deferred revenue, customer deposits and notes payable are carried at historical cost. At December 31, 2021 and 2020 the carrying amounts of ~~Contents~~these instruments approximated their fair values because of the short-term nature of these instruments.

~~Fair~~Inventory ~~Value~~- Inventory consists of ~~Financial~~raw ~~Instruments~~materials, work-in-process ~~The~~and ~~Company’s~~finished ~~financial~~goods ~~instruments,~~and ~~including~~is ~~cash~~stated ~~and~~at ~~cash~~the ~~equivalents,~~lower ~~accounts~~of ~~receivable~~cost, ~~accounts~~determined ~~payable~~by first-in, ~~accrued~~first-out ~~expenses~~method, ~~deferred~~or ~~revenue~~market. Market is determined based on the net realizable value, ~~customer~~with ~~deposits~~appropriate ~~and~~consideration ~~notes~~given ~~payable~~to ~~are~~obsolescence, ~~carried~~excessive atlevels, ~~historical~~deterioration, ~~cost~~and other factors. At December 31, ~~2020~~2021 and ~~2019~~2020, the ~~carrying~~Company ~~amounts~~had of$59,631 ~~these~~and ~~instruments~~$48,734 ~~approximated~~of ~~their~~raw ~~fair~~materials, ~~values~~$1,844 ~~because~~and $4,843 of ~~the short~~in-~~term~~process ~~nature~~inventory and $10,592 and $12,079 of ~~these~~finished ~~instruments~~goods inventory, respectively. A reserve is recorded for any inventory deemed excessive or obsolete. No reserve is recorded at December 31, 2021 and 2020, respectively.

~~Inventory~~Property -and ~~Inventory~~equipment ~~consists~~- ofProperty ~~raw~~and ~~materials,~~equipment ~~work-in-process~~is ~~and~~recorded ~~finished~~at ~~goods~~cost. ~~and~~Depreciation is ~~stated~~calculated atusing the ~~lower~~straight-line ofmethod ~~cost,~~over ~~determined~~the byestimated ~~first-in,~~useful ~~first-out~~lives ~~method,~~of orthe ~~market.~~assets ~~Market~~ranging isfrom ~~determined~~3 ~~based~~to on7 ~~the~~years. ~~net~~Leasehold ~~realizable~~improvements ~~value,~~are ~~with~~amortized ~~appropriate~~over ~~consideration~~the ~~given~~shorter toof ~~obsolescence,~~their ~~excessive~~estimated ~~levels,~~useful ~~deterioration,~~lives ~~and~~of ~~other~~5 ~~factors.~~years Ator ~~December~~the ~~31,~~related ~~2020~~lease ~~and~~term. ~~2019,~~Depreciation ~~the~~and ~~Company~~amortization ~~had~~expense were $482,~~734~~689 and $8526,456 offor ~~raw~~the ~~materials,~~years $4ended December 31,~~843~~ 2021 and $42020,~~101~~ ofrespectively. ~~in-process~~Gains ~~inventory~~ and ~~$12,079~~losses ~~and~~upon ~~$1,724~~disposition are reflected in the Statement of ~~finished~~Operations ~~goods~~in ~~inventory,~~the ~~respectively.~~period Aof ~~reserve~~disposition. isMaintenance ~~recorded~~and ~~for~~repair ~~any~~expenditures ~~inventory~~are ~~deemed~~charged ~~excessive~~to orexpense ~~obsolete~~as incurred. NoThere ~~reserve~~were isno ~~recorded~~dispositions atof ~~December~~property ~~31,~~and ~~2020~~equipment ~~and~~in ~~2019,~~2021 ~~respectively~~or 2020.

~~Property and equipment~~ F-10 ~~Property~~Table ~~and equipment is recorded at cost. Depreciation is calculated using the straight-line method over the estimated useful lives~~ of the assets ranging from 3 to 7 years. Leasehold improvements are amortized over the shorter of their estimated useful lives of 5 years or the related lease term. Depreciation and amortization expense were $26,456 and $26,463 for the years ended December 31, 2020 and 2019, respectively. Gains and losses upon disposition are reflected in the Statement of Operations in the period of disposition. Maintenance and repair expenditures are charged to expense as incurred. There were no dispositions of property and equipment in 2020 or 2019.Contents

Intangible assets - Identified intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company’s existing intangible assets consist solely of patents. Patents are amortized over their estimated useful or economic lives of 17 years. Patent amortization expense was $1718,~~637~~885 and $1617,~~254~~637 for the years ended December 31, ~~2020~~2021 and ~~2019~~2020, respectively. Based on current capitalized costs, total patent amortization expense is estimated to be approximately $1819,~~000~~400 per year for the next five years and thereafter.

Long-lived assets - Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company periodically evaluates whether events and circumstances have occurred that indicate possible impairment. When impairment indicators exist, the Company estimates the future undiscounted net cash flows of the related asset or asset group over the remaining life in measuring whether the asset values are recoverable. The Company did not recognize impairment on its long-lived assets during the years ended December 31, ~~2020~~2021 or ~~2019~~2020.

Government Funding - Government funding represents grants from the U.S. Department of Defense and are recognized when there is reasonable assurance that the funding will be received, and conditions associated with the funding are met. When funding’s are received related to property and equipment, the Company reduces the basis of the assets on the balance sheet, resulting in lower depreciation expense over the life of the associated asset. When funding’s are received which relate to expense reimbursement they are recorded as a reduction of the associated expense in the period in which the expense is incurred.

Research and development expenses and funding proceeds - Expenditures for research, development and engineering of products are expensed as incurred. The Company incurred research and development costs of $~~221~~223,~~700~~425 and $~~293~~221,~~751~~700 for the years ended December 31, ~~2020~~2021 and ~~2019~~2020, respectively. The Company accounts for proceeds received from government funding’s for research as a reduction in research and development costs. The Company recorded proceeds against research and development expenses on the Statements of Operations of $~~123~~89,~~055~~617 and $89123,~~994~~055 for the years ended December 31, ~~2020~~2021 and ~~2019~~2020, respectively.

Stock issuance costs - Stock issuance costs are recorded as a reduction of the related proceeds through a charge to stockholders’ deficit.

Common stock - The Company records common stock issuances when all the legal requirements for the issuance of such common stock have been satisfied.

Derivative Liability - The Company, up until June 30, 2021, had financial instruments that are considered derivatives or contain embedded features subject to derivative accounting. Embedded derivatives are valued separately from the host instrument and are recognized as derivative liabilities in the Company’s balance sheet. The Company measures these instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change.

Warranties - The Company offers a limited warranty generally ranging from one to three years, A provision for product warranties has been recorded at December 31, ~~2020~~2021 and ~~2019~~2020. The Company has not incurred any warranty expense in either ~~2020~~2021 or ~~2019~~2020.

Stock based compensation - The Company recognizes all share-based payments to employees, including grants of employee stock options, as compensation expense in the financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period) or immediately if the share-based payments vest immediately.

There were no grants in ~~2020~~2021 or ~~2019~~2020.

F-11

Table of Contents

Fair Value Measurements - The Company accounts for financial instruments in accordance with FASB Accounting Standards Codification (ASC) 820 “Fair value Measurement and Disclosures” (ASC 820). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

F-9 Table of Contents

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

	·	Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

	·	Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g. interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

	·	Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The Company has recorded a derivative liability for its convertible notes which contain variable conversion prices. The table below summarizes the fair values of our financial liabilities as of December 31, 2021 and 2020:

Fair Value at December 31,

Fair Value Measurement Using

Fair Value atDecember 31,

Fair Value Measurement Using

2020

Level 1

Level 2

Level 3

2021

Level 1

Level 2

Level 3

Derivative liability

~~3,845,662~~-

The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the years ended December 31, 2020 and 2019:

	Fair Value at December 31,		Fair Value Measurement Using
	2020		Level 1		Level 2		Level 3

Derivative liability	$	3,845,662	$	-	$	-	$	3,845,662

	December 31,		December 31,
	2020		2019
Balance, beginning of year	$	2,349,471	$	1,280,188
Additions		556,727		1,112,125
Extinguished derivative liability		-		(755,794	)
Change in fair value of derivative liabilities		939,464		712,952
	$	3,845,662	$	2,349,471

F-12

Table of Contents

The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the years ended December 31, 2021 and 2020:

	December 31,			December 31,
	2021			2020
Balance, beginning of year	$	3,845,662		$	2,349,471
Additions		124,290			556,727
Extinguished derivative liability		(1,728,274	)		-
Change in fair value of derivative liabilities		(2,241,678	)		939,464
	$	-		$	3,845,662

Income taxes - Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes resulting from temporary differences. Such temporary differences result from differences in the carrying value of assets and liabilities for tax and financial reporting purposes. The deferred tax assets and liabilities represent the future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company identifies and evaluates uncertain tax positions, if any, and recognizes the impact of uncertain tax positions for which there is a less than more-likely-than-not probability of the position being upheld when reviewed by the relevant taxing authority. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet. The Company has not recognized a liability for uncertain tax positions. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company’s 2017 through 2020 tax years remain open and subject to examination by the Internal Revenue Service.

Earnings (loss) per share - Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted income (loss) per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and upon the conversion of notes. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered anti-dilutive and thus are excluded from the calculation. Common share equivalents of 1532,~~365~~526,~~623~~731 and 1115,~~735~~365,~~574~~623 were excluded from the computation of diluted earnings per share for the years ended December 31, ~~2020~~2021 and ~~2019~~2020, respectively, because their effect is anti-dilutive.

Recent Accounting Pronouncements - There are new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) which are not yet effective as follows:

FIn December 2019, the FASB issued ASU 2019-1012, ~~Table~~“Simplifying the Accounting for Income Taxes.” This guidance, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of ~~Contents~~deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. The adoption of ASU 2019-12 did not have a material impact on our financial statements.

~~In December 2019, the FASB issued ASU 2019~~F-~~12,~~13 ~~“Simplifying~~Table the Accounting for Income Taxes.” This guidance, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We do not expect that the adoption of this ASU will have a material impact on our financial statements.Contents

Other recent accounting pronouncements issued by the FASB and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Note 4. Property and Equipment

Property and equipment consist of the following:

	December 31,
	2020		2019
	2021		2020
Furniture and fixtures	$	20,966	$	20,966
Computer equipment and software		21,761		21,761
Demonstration equipment		92,733		92,733
Office and lab equipment		~~307~~295,~~899~~987		~~308~~307,~~949~~899
Leasehold improvements		14,808		14,808
Property and equipment, gross		~~458~~446,~~167~~255		~~459~~458,~~217~~167
Less accumulated depreciation		~~453~~432,~~666~~902		~~428~~453,~~260~~666
Property and equipment, net	$	413,~~501~~353	$	304,~~957~~501

Note 5. Accrued Expenses, Other

Accrued expenses, other consists of the following:

	December 31,
	2020		2019
	2021		2020
Accrued expenses, other	$	~~185~~274,~~656~~146	$	~~166~~185,~~158~~656
Accrued interest		12,~~238~~197,~~553~~577		~~777~~1,~~056~~238,553
Accrued warranty costs		91,531		91,531
	$	12,~~515~~945,~~740~~918	$	1,~~034~~515,~~745~~740

Note 6. Related Party Transactions

On June 24, 2016, the Company entered into a Loan and Security Agreement (“Security Agreement”) with ~~Patricia~~the ~~Tangredi~~entity now known as PKT Strategic Assets, LLC (the “Holder”) pursuant to which the Company issued a Senior Secured Promissory Note for $150,000 (the “Note”). The Note has an interest rate is 12% per annum compounded daily with a minimum interest payment of $2,000. The Note grants the Holder a secured interest in all the assets of the Company. MsDuring 2016 to the period ended December 31, 2021, the Holder extended the Note pursuant to various amendments. ~~Tangredi~~Pursuant isto the ~~wife~~amendments, ofthe ~~Timothy~~principal Namount and interest totaled $4,317,270 (including fees and other expenses). The Holder’s corporation is majority controlled by Ms. Tangredi, related to Tim Tangredi: the Company’s CEO and stockholder, and therefore, is a ~~related~~Related ~~party~~Party of the Company. ~~Pursuant~~The ~~to the Note, the~~ Company is to pay the Holder the principal ~~amount of $150~~,~~000~~ plus all interest ~~due~~and ~~thereon~~fees due in accordance with terms and conditions of the Security Agreement on the earlier of: (i) the date upon which the Company secures funds, regardless of source, equal to or exceeding, in the aggregate, $1,000,000 or (ii.). ~~October~~November 311, ~~2016~~2021 which has expired. The Holder has not declared the Note in Default as the Parties are actively renegotiating a new Maturity Date (the “Maturity Date”) with changes terms and conditions. The Parties fully expect to come to reasonable terms on all issues during the first quarter of 2022. The Company has recorded interest expense of $1,473,884 and $234,163 for the years ended December 31, 2021 and 2020, respectively. Accrued interest was $2,152,373 and $678,489 at December 31, 2021 and 2020, respectively.

During 2016 to the period ended December 31, 2020, the Holder extended the Note pursuant to various amendments. Pursuant to the amendments, the principal amount due was increased to $2,115,600 with an extended maturity date of December 23, 2020. As of the date of filing, the maturity date had been extended to April 8, 2021. At the time of this filing the Company is actively engaged in negotiating an extension package with the Senior Secured Note Holder. The Senior Secured Note Holder has not placed the note into default pending the outcome of the renegotiation process.

F-11 Table of Contents

The Company has used the proceeds of the Note and related amendments for working capital purposes. Interest expense on the Note was $234,163 and $182,425 for the years ended December 31, 2020 and 2019. Accrued interest on the Note was $678,489 and $444,326 at December 31, 2020 and 2019, respectively.

During May 2019 Dais Holdings Corp. (Dais Holdings”) was formed in Vancouver, B.C. and is wholly owned by our Chief Executive Officer. Dais Holdings’ purpose is to facilitate debt financing in Europe. The intent is for Dais Holdings to enter into the debt transactions. It will then immediately loan any proceeds received to the Company on the same or similar terms as the European debt. To date, Dais Holdings has not entered any transactions and Dais Corporation has not received any funding from Dais Holdings. The Company has paid the professional and other fees for setting up the Dais Holdings structure, aggregating $150,000. Ultimately, Dais Corporation will benefit from the Dais Holdings capital raise activities, and therefore has borne the cost. The costs have been expensed as incurred.

On October 12, 2019, the Company entered into a promissory note with an entity controlled by our Chief Executive Officer in the amount of $10,000. The note bears interest at 10% per year and matures on October 12, 2021. Interest expense on the note was $600 ~~and~~for ~~$150~~each ~~for~~of the years ended December 31, ~~2020~~2021 and ~~2019~~2020. Accrued interest was $~~750~~1,350 and $~~150~~750 at December 31, ~~2020~~2021 and ~~2019~~2020, respectively.

On February 27, 2015, the Company, and Timothy N. Tangredi, the Company’s Chief Executive Officer entered into an amendment (the “Tangredi Employment Agreement Amendment”) to Mr. Tangredi’s Amended and Restated Employment Agreement. Currently, the Company has nonF-~~interest-bearing~~14 ~~accrued~~Table compensation due to the Chief Executive Officer for deferred salaries earned and unpaid as described above. The Tangredi Employment Agreement Amendment provides that, if at any time during a calendar year, the unpaid compensation is greater than $500,000, Mr. Tangredi must convert $100,000 of unpaid compensation into the Company’s common stock during such calendar year. The conversion rate shall be equal to 75% of the average closing price for the Company’s common stock for the 30 trading days prior to the date of conversion. The Company shall also pay to Mr. Tangredi a cash payment equal to 20% of the compensation income incurred because of the conversion. The Company has waived the conversion requirement from 2015 to the present. See Note 13 Commitments and Contingencies for further disclosure of the terms of Mr. Tangredi’s employment agreement.Contents

On February 27, 2015, the Company, and Tim N. Tangredi, the Company’s Chief Executive Officer entered into an amendment (the “Tangredi Employment Agreement Amendment”) to Mr. Tangredi’s Amended and Restated Employment Agreement. Currently, the Company has non-interest-bearing accrued compensation due to the Chief Executive Officer for deferred salaries earned and unpaid as described above. The Tangredi Employment Agreement Amendment provides that, if at any time during a calendar year, the unpaid compensation is greater than $500,000, Mr. Tangredi must convert $100,000 of unpaid compensation into the Company’s common stock during such calendar year. The conversion rate shall be equal to 75% of the average closing price for the Company’s common stock for the 30 trading days prior to the date of conversion. The Company shall also pay to Mr. Tangredi a cash payment equal to 20% of the compensation income incurred because of the conversion. The Company has waived the conversion requirement from 2015 to the present. See Note 13 Commitments and Contingencies for further disclosure of the terms of Mr. Tangredi’s employment agreement.

Further, at any time any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under such Act) of greater of 40% of the then-outstanding voting power of the voting equity interests of the Company or a person or group initiate a tender offer for the Company’s common stock, Mr. Tangredi may convert unpaid compensation into Class A Convertible Preferred Stock (“Class A Preferred Stock”) of the Company at a conversion price of $1.50 per share. The Board of Directors waived the requirement to convert $100,000 of unpaid compensation into common stock during 2016. No amounts have been converted under the terms of the Tangredi Employment Agreement Amendment to date.

The above terms and amounts are not necessarily indicative of the terms and amounts that would have been incurred had comparable transactions been entered into with independent parties.

Note 7. Equity Transactions

Preferred Stock

On December 31, ~~2020~~2021 and ~~2019~~2020, the Company’s Board of Directors has authorized 10,000,000 shares of preferred stock with a par value of $0.01 to be issued in series with terms and conditions to be determined by the Board of Directors.

2,000,000 of the shares of preferred stock has been designated as Class A Preferred Stock. The Class A Preferred Stock shall entitle the holder thereof to 150 votes on all matters submitted to a vote of the stockholders of the Company.

10,000 of the shares of preferred stock has been designated as Class B Preferred Stock. The Class A Preferred Stock shall entitle the holder thereof to 150 votes on all matters submitted to a vote of the stockholders of the Company. The Class B Stock includes the right to vote in an amount equal to 51% of the votes to approve certain corporate actions, including, without limitation, changing the name of the Company and increasing the number of authorized shares.

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Table of Contents

Upon any liquidation, dissolution or winding up of the Company, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Class A or Class B Preferred Stock unless, prior thereto, the holders of shares of Class A or Class B Preferred Stock shall have received $1.50 per share (the “Stated Amount”). The Class A and Class B Preferred Stock shall rank, with respect to the payment of liquidation, dividends and the distribution of assets, senior to the Company’s Common Stock.

The Holder (as defined in the Class A Preferred Stock certificate of designations) of the Class A Preferred Stock may convert all or part of the outstanding and unpaid Stated Amount (as defined in the Class A Preferred Stock certificate of designations) into fully paid and non-assessable shares of the Company’s common stock at the Conversion Price (as defined in the Class A Preferred Stock certificate of designations). The number of shares receivable upon conversion equals the Stated Amount divided by the Conversion Price. The Conversion Price shall be equal to the 75% of the average closing price for the 30 trading days prior to the election to convert. At no time will the Company convert any of the Stated Amount into common stock if that would result in the Holder beneficially owning more than 49% of the sum of the voting power of the Company’s outstanding shares of common stock plus the voting power of the Class A Preferred Stock. No shares of Class A Preferred Stock have been issued.

~~F-12~~The ~~Table~~shares of ~~Contents~~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.

The shares of the Class B Preferred Stock shall be automatically redeemed by the Company at $0.01 per share on the date that Timothy N. Tangredi ceases, for any reason, to serve as an officer, director, or consultant of the Company.

Common Stock

At December 31, 2021 and 2020, the Company’s Board of Directors has authorized 1,100,000,000 shares of common stock with a par value of $0.01 to be issued in series with terms and conditions to be determined by the Board of Directors.

On2021 November 2, 2018, the shareholders of the Company approved an increase in the authorized common shares of the company from 240,000,000 shares to 340,000,000 shares. On March 14, 2019, the shareholders approved an increase in authorized common shares from 340,000,000 shares to 1,100,000,000 shares. In July 2019, the shareholders of the Company approved a reverse stock split of the issued and outstanding shares of the Company’s common stock at the ratio ranging from one-for-500 to one-for-2,000. On October 31, 2019, the Company amended its Certificate of Incorporation to reflect a one-for-2,000 reverse stock split of the Company’s common stock. The reverse split was effective December 6, 2019. All share and per share data have been retroactively restated in the accompanying financial statements and footnotes to reflect the effects of the reverse split. Transactions:

During the year ended December 31, 2021, the Company issued 7,036,668 shares of common stock and 2,826,733 common stock purchase warrants in settlement of convertible notes payable and related accrued interest. The shares are valued at $1,829,534 and the warrants are valued at $857,600.

During the year ended December 31, 2021, the Company issued 2,100,000 shares of common stock, valued at $567,000, for services.

2020 Transactions:

There were no common stock ~~transaction~~transactions in 2020.

~~2019~~Options ~~Transactions:~~and Warrants

~~During~~In ~~the~~January ~~year~~2021, ~~ended~~outstanding ~~December~~Options ~~31,~~and ~~2019,~~Warrants ~~the~~held ~~Company~~by ~~issued 203~~Employees,~~020~~ ~~shares~~Board ofMembers ~~common~~and ~~stock with a value of $954,646 upon~~ the ~~conversion~~Company’s ofSecured ~~$286,960~~Note ~~principal~~Holder ~~amount~~were ofsurrendered ~~notes~~by ~~and~~Holders ~~related~~to ~~accrued~~the ~~interest and costs of $41,051~~Company.

~~During~~The 3,576,733 warrants issued in 2021 in connection with the ~~year~~settlement ~~ended~~of ~~December~~debt 31described in Note 9 have an exercise price of $0.30 per share and expire on June 30, ~~2019~~2022. The fair value of the warrants was $857,600, determined using the ~~Company~~Black ~~issued~~Scholes ~~550~~Model ~~shares~~with the following assumptions: (1) risk free interest rate of 0.05%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock, ~~valued~~of at367%; ~~$10,000,~~and as(4) aan ~~finance~~expected ~~cost~~life of 11.5 months.

During the three months ended June 30, 2021, the Company issued 700,000 warrants for services. The warrants have an exercise price of $0.05 per share and expire on May 18, 2022. The fair value of the warrants was $184,457, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 0.06%; (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 1 year.

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Table of Contents

In September 2021, the Company issued 1,466,666 warrants in connection with a note in the amount of $220,000. The warrants have an exercise price of $0.15 per share and expire on September 21, 2026. The relative fair value of the warrants was $110,000, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 0.84%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 389%; and (4) an expected life of 5 years. The Company recorded debt discount of $110,000 related to the warrants.

During the fourth quarter of 2021, the Company issued 10,463,332 warrants in connection with convertible notes in the aggregate amount of $1,412,000. The warrants have an exercise price of $0.15 per share and expire five years from the dates of issuance. The relative fair value of the warrants was $1,366,127, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 0.84% - 1.33%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 386% - 389%; and (4) an expected life of 5 years. The Company recorded debt discount of $1,295,000 related to the warrants, limited to the proceeds received.

Note 8. Notes Payable

~~Paycheck~~JMS ~~Protection Program Loan~~Investments

OnBetween April ~~29,~~of ~~2020,~~2021 ~~the~~and ~~Company~~September ~~received~~30, ~~$144~~2021,~~750~~ inJMS aInvestments ~~loan~~of ~~borrowed~~Staten ~~from~~Island, aNY, ~~bank~~USA ~~pursuant~~invested ~~to the Paycheck Protection Program under the CARES Act guaranteed by the Small Business Administration (“SBA”)~~$376,000 ~~which~~in weseven ~~expect~~separate totransactions. beThe ~~forgiven~~sums inare ~~part~~repayable or in ~~full, subject to our compliance with~~ the ~~conditions~~form of ~~the~~one-year ~~Paycheck~~demand ~~Protection~~notes ~~Program.~~having Ifan ~~not forgiven, the terms on the note provide for~~ interest atrate ~~1% per year and the note mature in 24 months, with 18 monthly payments~~ of $8~~,146 beginning after the initial 6 month deferral period for payments~~. ~~Please see Subsequent Events (Note 15) for more information~~5%.

GEX Management, Inc.

On August 30, 2021, the Company entered into a promissory note with GEX Management, Inc. The note matured on February 28, 2022 and bears interest at 10% per year. The note 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, 2021. The shares to be issued have been valued at $120,990, which has been recorded as debt discount. The discount has been fully amortized in 2021. The value of the shares has been included in accrued expenses at December 31, 2021.

Paycheck Protection Program Loans

On January 25, 2021, the Company received $122,340 in a loan borrowed from a bank pursuant to the Paycheck Protection Program under the CARES Act guaranteed by the Small Business Administration (“SBA”), which we expect to be forgiven in part or in full, subject to our compliance with the conditions of the Paycheck Protection Program. If not forgiven, the terms on the note provide for interest at 1% per year and the note mature in 24 months, with 18 monthly payments of $8,146 beginning after the initial 6 month deferral period for payments.

On April 29, 2020, the Company received $144,750 in a loan borrowed from a bank pursuant to the Paycheck Protection Program under the CARES Act guaranteed by the Small Business Administration (“SBA”), which we expect to be forgiven in part or in full, subject to our compliance with the conditions of the Paycheck Protection Program. If not forgiven, the terms on the note provide for interest at 1% per year and the note mature in 24 months, with 18 monthly payments of $8,146 beginning after the initial 6 month deferral period for payments. This loan was subsequently forgiven in full on August 29, 2021 and the Company recorded forgiveness of debt income of $146,685, including accrued interest forgiven of $1,935.

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Table of Contents

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.

Secured Promissory Notes

On April 3, 2020, the Company received $54,000 pursuant to a secured promissory note. The note bore interest at 10% per year and matured on June 25, 2020. The note provided for a minimum payment of $7,500 for fees and expenses incurred by the lender. The note was secured by the Company’s receivables, inventory and interest in a certain purchase order issued to the Company by a customer. The note was repaid on August 3, 2020.

On October 8, 2020, the Company received $18,500 pursuant to a secured promissory note. The note bore interest at 10% per year and matured on December 8, 2020. The note provided for a minimum payment of $2,300 for fees and expenses incurred by the lender. The note was secured by the Company’s receivables, inventory and interest in a certain purchase order issued to the Company by a customer. The note was repaid on December 7, 2020.

On December 15, 2020, the Company received $26,200 pursuant to a secured promissory note. The note bears interest at 10% per year and matures on March 20, 2021. The note provides for a minimum payment of $2,000 for fees and expenses incurred by the lender. The note is secured by the Company’s receivables, inventory and interest in a certain purchase order issued to the Company by a customer. The principal amount of $26,200 was repaid on March 18, 2021. ~~As of the date of filing, the interest and fees remain unpaid.~~

Note 9. Convertible Notes Payable

~~April~~Debt ~~2021~~to –Equity ~~Convertible Note Payable~~ Exchange Program

~~F-13~~In ~~Table~~the period from June 2017 through the end of ~~Contents~~December 2019, the Company entered eight Convertible Note Holder agreements with eight Note Holders totaling, with all fees, interest, and principal, $2,008,812 as of December 31, 2020. The notes were not considered to be in default and were being renegotiated at March 31, 2021. Subsequently, as of May 31, 2021, each Convertible Noteholder received their fees, interest, and principal totaling $2,107,414 in shares of Common stock of the Company (at $0.030 per share) with 50% warrant coverage (1 year cash warrant with a strike price of 0.30). All documents were executed by June 30, 2021 with all equity/warrants issued by July 31, 2021. The Company issued 7,036,668 Common shares, and 3,576,733 Warrant shares in this transaction.

~~As of April~~ 2021, ~~the~~Convertible Company and its eight convertible note holders came to agreement on a program where the debt totaling $2,111,334 would be exchanged for 7,036,667 common shares at $0.30 per share, and 3,576,733 one-year warrant shares (50% warrant coverage) having a strike price of $0.30. All convertible notes were signed off by June 30, 2021, and all certificates and warrants were issued by July 16, 2021. The table below summarizes the transaction. Notes

~~December~~On 31September 20, ~~2020~~2021, the Company entered into a convertible promissory note with GS Capital Partners, LLC. The note matures on September 20, 2022 and ~~2019~~bears interest at 8% per year. The Company received proceeds of $197,000, after deduction of $20,000 of original issue discount and $3,000 of costs. In connection with this note, the Company has issued a warrant to purchase 1,466,666 shares of common stock to the lender. The warrant has an exercise price of $0.15 per share and expires on September 21, 2026. The relative fair value of the warrant was $110,000, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 0.84%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 389%; and (4) an expected life of 5 years. The note is convertible into shares of common stock at a fixed conversion price of $0.10 per share. The company has recorded a beneficial conversion feature of $90,000.

~~The~~A ~~Company’s~~total ~~convertible~~of ~~promissory~~$220,000 ~~notes~~has atbeen ~~December~~recorded ~~31,~~as ~~2020~~debt discount, and ~~2019~~3,000 ~~are~~has been recorded as ~~follows:~~deferred debt costs. The discount and costs will be amortized to interest expense over the term of the note, and $62,929 was amortized during the year ended December 31, 2021.

	December 31, 2020		December 31, 2019
Convertible notes payable, bearing interest at 8- 10%	$	1,453,960	$	1,453,960
Unamortized debt discount		-		(101,899	)
Unamortized deferred debt issuance cost		-		(5,848	)
Total		1,453,960		1,346,213
Current portion	$	1,453,960	$	1,346,213

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Table of Contents

~~2019~~During ~~Transactions~~the fourth quarter of 2021, the Company entered into twenty convertible promissory notes with various holders aggregating $1,412,000. The notes mature one year from issuance and bear interest at 8% per year. The Company received proceeds of $1,287,000, after deduction of $117,000 of original issue discount and $8,000 of costs. In connection with the notes, the Company has issued warrants to purchase 10,463,332 shares of common stock to the lenders. The warrants have an exercise price of $0.15 per share and expire five years from the date of issuance. The relative fair value of the warrants was $1,366,127, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 0.84% - 1.33%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 386% - 389%; and (4) an expected life of 5 years. The notes are convertible into shares of common stock at a fixed conversion price of $0.10 per share.

~~February~~A ~~2019~~total ~~Note~~of $1,295,000 has been recorded as debt discount, and 8,000 has been recorded as deferred debt costs. The discount and costs will be amortized to interest expense over the term of the notes, and $142,233 was amortized during the year ended December 31, 2021.

~~On February 20, 2019, the Company issued a convertible note with a face amount of $155,000.~~ The ~~note and related accrued interest are convertible, at the option of the holder, into shares of the~~ Company’s ~~common~~convertible ~~stock~~promissory atnotes ~~a conversion price of 60% of the lowest trading price for 15 days prior to conversion. The note bears interest~~ at 8%December ~~per~~31, ~~year~~2021 and ~~matures on February 20,~~ 2020. ~~The~~are ~~note~~as contains original issue discount aggregating $12,500 which is being amortized over the life of the note. The Company has also agreed to issue 550 shares of common stock with a value of $10,000 in connection with the note. The shares have been valued at $10,000. This cost will also be amortized over the life of the note. The Company received cash proceeds of $142,500.follows:

March 2019 Note

	December 31, 2021			December 31, 2020
Convertible notes payable, bearing interest at 8- 10%	$	1,632,000		$	1,453,960
Unamortized debt discount		(1,428,726	)		-
Unamortized deferred debt issuance cost		(9,112	)		-
Total		194,162			1,453,960
Current portion	$	194,162		$	1,453,960

On March 26, 2019, the Company issued a convertible note with a face amount of $78,750. The note and related accrued interest are convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price of 60% of the lowest trading price for 15 days prior to conversion. The note bears interest at 8% per year and matures on March 7, 2020. The note included legal costs of $3,750 which were deducted from the proceeds, which will be amortized over the life of the note. Proceeds of $75,000 were used for legal fees and were disbursed directly to the attorney.

July 2019 Notes

On July 3, 2019, the Company issued a convertible note with a face amount of $100,000. The note and related accrued interest are convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price of 60% of the lowest trading price for 15 days prior to conversion. The note bears interest at 8% per year and matures on July 3, 2020. The note included legal costs of $5,000 which were deducted from the proceeds and which will be amortized over the life of the note. The Company received cash proceeds of $95,000.

On July 18, 2019, the Company issued a convertible note with a face amount of $78,750. The note and related accrued interest are convertible, at the option of the holder, into shares of the Company’s common stock at a conversion price of 60% of the lowest trading price for 15 days prior to conversion. The note bears interest at 8% per year and matures on March 7, 2020. The note included legal costs of $3,750 which were deducted from the proceeds and which will be amortized over the life of the note. Proceeds of $75,000 were used for legal fees and were disbursed directly to the attorney.

During the year ended December 31, 2020, the Company amortized $101,899 of debt discount and $5,848 of debt issue costs to interest expense.

During the year ended December 31, 2019, the Company amortized $292,094 of debt discount and $16,651 of debt issue costs to interest expense. Unamortized debt discount and debt costs of $68,079 and $3,295, respectively, were charged against gain on extinguishment of debt at the time of redemption during 2019.

2018 Notes

The company entered various convertible notes during 2018, aggregating $1,041,460 at December 31, 2019. The notes all matured during 2019. Three notes that came due during the period were extended to August 15, 2019. Pursuant to the terms of the extensions, we have agreed to issue 500 shares of common stock for each month that the notes are outstanding, commencing in April 2019. The shares have not been issued at December 31, 2020. We have accrued $3,451 as interest expense during 2020 for the 18,000 shares due for the extensions. We had accrued $34,323 as interest expense during 2019 for the 13,000 shares due for the extensions. All notes are currently being renegotiated.

F-14 Table of Contents

During the year ended December 31, 2019, the Company amortized $372,236 of debt discount and $31,443 of debt issue costs to interest expense. Unamortized debt discount and debt costs of $68,079 and $3,296, respectively, were charged against gain on extinguishment of debt at the time of redemption during 2019.

Debt conversions

During the year ended December 31, 2019, the Company issued 203,020 shares of common stock with a value of $954,646 upon the conversion of $286,960 principal amount of notes and related accrued interest and costs of $41,051. The Company also made a cash payment of $33,680 against principal. In addition, $755,794 of derivative liability was extinguished. The company recorded gain on extinguishment of debt of $57,784.

Note 10. Derivative Liabilities

The Company ~~has~~had identified certain embedded derivatives related to its convertible notes. Since the notes ~~are~~were convertible into a variable number of shares or have a price reset feature, the conversion features of those notes ~~are~~were recorded as derivative liabilities. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date and to adjust to fair value as of each subsequent balance sheet date.

~~2019~~The ~~Notes~~Company has recorded additions to the derivative conversion liabilities related to the conversion feature attributable to interest accrued during the period. These additions totaled $124,290 and $556,727 for the years ended December 31, 2021 and 2020, respectively and were charged to interest expense.

~~The~~During ~~Company~~the ~~identified~~year ~~embedded~~ended ~~derivatives~~December ~~related~~31, to2021, through the ~~conversion~~date ~~features~~of settlement of the ~~various~~debt, ~~2019~~the ~~notes.~~Company ~~The~~recorded ~~accounting~~income ~~treatment~~ of ~~derivative~~$2,241,678 ~~financial~~related ~~instruments~~to ~~requires~~the ~~that~~change in the ~~Company~~fair ~~record~~value of the derivatives. The fair value of the ~~Dais~~embedded derivatives aswas $1,728,274 at the date of settlement, determined using the ~~inception~~Black ~~date~~Scholes Model with the following assumptions: (1) risk free interest rate of 0.01%; (2) dividend yield of 0%; (3) volatility factor of the ~~note~~expected ~~and~~market toprice ~~adjust~~of the ~~fair~~Company’s ~~value~~common asstock of ~~each~~315%; ~~subsequent~~and ~~balance~~(4) ~~sheet~~an ~~date~~expected life of 3 months.

~~The~~During ~~Company has recorded additions to~~ the ~~derivative~~year ~~conversion~~ended ~~liabilities~~December ~~related~~31, to2020, the ~~conversion~~Company ~~feature~~recorded ~~attributable~~expense toof ~~interest accrued during the periods. These additions totaled~~ $~~369,233~~Warrant ~~and~~coverage ~~$82~~939,~~154~~464 ~~for~~related to the ~~years~~change ~~ended~~in ~~December~~the ~~31,~~fair ~~2020~~value ~~and~~of ~~2019,~~the ~~respectively, and were charged to interest expense~~derivatives.

During the ~~year~~second ~~ended~~quarter ~~December~~of ~~31,~~2021 ~~2020,~~ the Company ~~recorded~~issued ~~expense of $728~~7,~~121~~036,668 ~~related~~shares ~~to the change in the fair value~~ of ~~the~~common ~~derivatives.~~stock, ~~The~~valued ~~fair~~at ~~value of the embedded derivative was~~ $21,~~604~~829,~~038~~534 atand ~~December 31~~2,826,733 ~~2020~~warrants, ~~determined~~valued ~~using~~at ~~the~~$857,600, ~~Black~~in ~~Scholes~~settlement ~~Model~~of ~~with the following assumptions: (~~$1),453,960 ~~risk free interest rate~~ of ~~0.09%;~~notes ~~(2)~~payable ~~dividend~~and ~~yield~~$653,454 of ~~0%;~~accrued ~~(3)~~interest. ~~volatility~~Derivative ~~factor~~liability of ~~the~~$1,728,274 ~~expected~~was ~~market~~extinguished ~~price~~because of the ~~Company’s~~settlement. ~~common~~The ~~stock~~Company ofrecorded ~~382%;~~a ~~and~~gain ~~(4)~~on anextinguishment ~~expected life~~ of ~~6 months~~$1,148,554.

During the year ended December 31, 2019, the Company recorded expense of $534,539 related to the change in the fair value of the derivatives. The fair value of the embedded derivative was $1,506,684 at December 31, 2019, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 1.51% F-19 ~~1.6%;~~Table ~~(2) dividend yield~~ of ~~0%; (3) volatility factor of the expected market price of the Company’s common stock of 537% - 751%; and (4) an expected life of 2 – 6 months.~~ Contents

During the year ended December 31, 2019, the Company issued 25,079 shares of common stock upon the conversion of $9,800 principal amount of notes and related accrued interest and costs of $3,600. As a result of the conversions and payment, derivative liability in the amount of $47,372 was extinguished. We recorded gain on extinguishment of debt of $57,784 during 2019.

2018 Notes

The Company identified embedded derivatives related to the conversion features of the various 2018 notes. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the Dais derivatives as of the inception date of the note and to adjust the fair value as of each subsequent balance sheet date.

The Company has recorded additions to the derivative conversion liabilities related to the conversion feature attributable to interest accrued during the periods. These additions totaled $187,494 and $92,608 for the years ended December 31, 2020 and 2019, respectively, and were charged to interest expense.

During the year ended December 31, 2020, the Company recorded expense of $211,343 related to the change in the fair value of the derivatives. The fair value of the embedded derivative was $1,241,624 at December 31, 2020, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 0.09%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 382%; and (4) an expected life of 6 months.

During the year ended December 31, 2019, the Company recorded expense of $178,413 related to the change in the fair value of the derivatives. The fair value of the embedded derivative was $842,787 at December 31, 2019, determined using the Black Scholes Model with the following assumptions: (1) risk free interest rate of 1.6%; (2) dividend yield of 0%; (3) volatility factor of the expected market price of the Company’s common stock of 537%; and (4) an expected life of 6 months.

F-15 Table of Contents

During the year ended December 31, 2019, the Company issued 177,941 shares of common stock upon the conversion of $277,160 principal amount of notes and related accrued interest and costs of $37,451 and made a cash principal payment of $33,680. As a result of the conversions and payment, derivative liability in the amount of $708,422 was extinguished during 2019.

Note 11. Stock Options and Warrants

Options

In June 2000 and November 2009, the Company’s Board of Directors adopted, and the shareholders approved, the 2000 Plan and 2009 Plan, respectively (together the “Plans”). The Plans provide for the granting of options to qualified employees of the Company, independent contractors, consultants, directors, and other individuals. The Company’s Board of Directors approved and made available 5,547 and 7,500 shares of common stock to be issued pursuant to the 2000 Plan and the 2009 Plan, respectively. On February 27, 2015, the shareholders approved the Dais Analytic Corporation 2015 Stock Incentive Plan (the “2015 Plan”). The number of shares of common stock reserved for issuance under the 2015 Plan is 5,000. The Plans and the 2015 Plan permit grants of options to purchase common shares authorized and approved by the Company’s Board of Directors. The shares authorized by the Plans have been reduced pursuant to the one-for-2,000 reverse stock split effective December 6, 2019.

There were no stock options issued during the ~~year~~years ended December 31, ~~2020~~2021 and ~~2019~~2020.

~~Please~~The ~~see~~following ~~Note~~summarizes 15the –information ~~Subsequent~~relating ~~Events~~to ~~for~~outstanding ~~more~~stock ~~information.~~options activity during 2021 and 2020:

The following summarizes the information relating to outstanding stock options activity during 2020 and 2019:

	Common Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2019		10,514		$	252.61		5.5	$	-
Granted		-			-
Forfeited or expired		(638	)		600.00
Outstanding at December 31, 2020		9,876			230.18		4.8	$	-
Granted		-			-
Forfeited or expired		(9,876	)		230.18
Outstanding at December 31, 2021		-		$	-		-	$	-
Exercisable at December 31, 2021		-		$	-		-	$	-

	Common Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at December 31, 2018		12,446		$	343.37		5.5	$	-
Granted		-			-
Forfeited or expired		(1,932	)		837.15
Outstanding at December 31, 2019		10,514			252.61		5.5	$	-
Granted		-			-
Forfeited or expired		(638	)		600.00
Outstanding at December 31, 2020		9,876		$	230.18		4.8	$	-
Exercisable at December 31, 2020		9,876		$	230.18		4.8	$	-

There was no stock compensation expense related to options for the years ended December 31, 2021 and 2020.

Stock compensation expense related to options was $0 for the years ended December 31, 2020 and 2019. As of December 31, 2020, there was no unrecognized employee stock-based compensation expense related to non-vested stock options.

Warrants

At December 31, ~~2020~~2021, the Company had outstanding warrants to purchase the Company’s common stock which were issued in connection with multiple financing arrangements and consulting agreements. Information relating to these warrants is summarized as follows:

	Number of Shares			Weighted Average Remaining Life (Years)		Weighted Average Exercise Price
	Number ofShares			WeightedAverageRemaining Life (Years)		WeightedAverageExercisePrice
Warrants at December 31, 2018		13,125			8.70	$	20.00
Warrants at December 31, 2019		239,125			9.7	$	3.41
Granted		226,000					2.44
Forfeited or expired		-					-
Warrants at December 31, 2019		239,125			9.77	$	3.41
Granted		-					-
Forfeited or expired		-					-
Warrants at December 31, 2020		239,125			8.777	$	3.41
Granted		16,206,731					0.18
Forfeited or expired		(239,125	)				3.41
Warrants at December 31, 2021		15,456,731			3.8	$	0.18

~~Please~~F-20 ~~see~~Table ~~Note~~of ~~15 – Subsequent Events for more information.~~ Contents

Note 12. 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.

~~F-16~~The ~~Table~~Company recognized license revenue of ~~Contents~~$50,000 for each of the years ended December 31, 2021 and 2020. Deferred revenue for the agreement was $298,656 and $348,656 at December 31, 2021 and 2020, respectively. The Company recognized royalty revenue of $0 for the years ended December 31, 2021 and 2020.

The Company recognized license revenue of $50,000 for each of the years ended December 31, 2020 and 2019. Deferred revenue for the agreement was $348,656 and $398,656 at December 31, 2020 and 2019, respectively. The Company recognized royalty revenue of $0 and $25,000 for the years ended December 31, 2020 and 2019, respectively.

Note 13. Commitments and Contingencies

The Company has employment agreements with some of its key employees and executives. These agreements provide for minimum levels of compensation during current and future years. In addition, these agreements call for grants of stock options and for payments upon termination of the agreements.

The Company entered into an amended and restated employment agreement with Mr. Tim N. Tangredi, the Company’s President, Chief Executive Officer, and director, dated as of September 14, 2011. Mr. Tangredi’s employment agreement provides for an initial term of three years commencing on September 14, 2011 with the term extending on the second anniversary thereof for an additional two-year period and on each subsequent anniversary of the commencement date for an additional year. Mr. Tangredi’s initial base salary is $200,000. Mr. Tangredi’s base salary shall be increased annually, if applicable, by a sum equal to his current base salary multiplied by one third of the percentage increase in the Company’s yearly revenue compared to the Company’s prior fiscal year revenue; provided however any annual increase in Mr. Tangredi’s base salary shall not exceed a maximum of 50% for any given year. Any further increase in Mr. Tangredi’s base salary shall be at the sole discretion of the board of directors or compensation committee (if applicable). Additionally, at the discretion of the Company’s board of directors and its compensation committee, Mr. Tangredi may be eligible for an annual bonus, if any, of up to 100% of his then-effective base salary, if he meets or exceeds certain annual performance goals established by the board of directors. In addition to this bonus, Mr. Tangredi may be eligible for a separate merit bonus if approved by the board of directors, for specific extraordinary events or achievements such as a sale of a division, major license or distribution arrangement or merger. Mr. Tangredi is entitled to medical, disability and life insurance, as well as six weeks of paid time off annually, an automobile allowance, reimbursement of all reasonable business expenses, automobile insurance and maintenance, and executive conference or educational expenses.

Under his employment agreement, in addition to any other compensation which he may receive, if the Company completes a secondary public offering, Mr. Tangredi will be granted an option to purchase up to 260 shares of the Company’s common stock with an exercise price equal to the fair market value per share on the date of grant. This option will become vested and exercisable in thirds, with one third vested upon grant, another third at the one-year anniversary of the grant, and another third upon the second anniversary of the grant. The option shall have a term of ten years, shall be exercisable for up to three years after termination of employment (unless termination is for cause, in which event it shall expire on the date of termination), shall have a “cashless” exercise feature, and shall be subject to such additional terms and conditions as are then applicable to options granted under such plan provided they do not conflict with the terms set forth in the agreement.

If Mr. Tangredi’s employment is terminated for any reason, the Company’s will be obligated to pay him his accrued but unpaid base salary, bonus and accrued vacation pay, and any unreimbursed expenses (“Accrued Sums”).

In addition to any Accrued Sums owed, if Mr. Tangredi’s employment is terminated by the Company in the event of his disability or without cause or by Mr. Tangredi for good reason, he shall be entitled to:

In addition to any Accrued Sum owed, in the event of termination upon death, Mr. Tangredi shall be entitled to (i) and (iii) above.

The employment agreement also contains customary covenants restricting the use of the Company’s confidential information and solicitation of employees, which are similarly applicable to other executive officers. In addition, the Company is obligated to indemnify Mr. Tangredi for any claims made against him in connection with his employment with the Company, to advance indemnification expenses, and maintain his coverage under the Company’s directors’ and officers’ liability insurance policy.

Under the employment agreement, the Company and Mr. Tangredi have agreed that the Company will retain an independent compensation consultant, which may modify the compensation program for Mr. Tangredi and other officers, subject to certain conditions including approval of the board of directors. Notwithstanding the recommendation and board consideration, Mr. Tangredi has the right to continue the current terms of the employment agreement.

F-17 Table of Contents

On February 27, 2015, the Company and Mr. Tangredi entered an 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 amendment provides that, if at any time during a calendar year, the unpaid compensation is greater than $500,000, Mr. Tangredi must convert $100,000 of unpaid compensation into the Company’s common stock during such calendar year. The conversion rate shall be equal to 75% of the average closing price for the Company’s common stock for the 30 trading days prior to the date of conversion.

The Company shall also pay to Mr. Tangredi a cash payment equal to 20% of the compensation income incurred because of the conversion. 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 or a person or group initiate a tender offer for the Company’s common stock, Mr. Tangredi may convert unpaid compensation to Class A Convertible Preferred Stock of the Company at $1.50 per share. The Board of Directors waived the requirement to convert $100,000 of unpaid compensation into common stock during 2020 and 2019. No amounts have been converted under this agreement to date.

Litigation

From time to time, claims are made against the Company in the ordinary course of its business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties, or injunctions prohibiting the Company from selling one or more products or engaging in other activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on the Company’s results of operations for that period or future periods.

In ~~the third quarter of~~ 2015, the Company commenced an action for the cancellation of ~~the 37,500,000~~ shares issued to Soex (the “Shares”) in connection with a breached Securities Purchase Agreement, ~~dated January 21, 2014 (“Soex SPA”),~~ and ~~3,750,000~~Distribution ~~shares~~Agreement ~~issued~~entered ~~to Zan Investment Advisory Limited (“Zan”), which is affiliated with Soex through Aifan Liu, who was appointed as a Company board observer by SOEX and her husband, Xinghong Hua~~2014. ~~Sharon Han, General Manager and Chairwoman of Soex, served on our board pursuant to the provisions of the Soex SPA. Ms. Han resigned from the Board of Directors effective February 1, 2016.~~

OnThe ~~April 24, 2014, we entered into a Distribution Agreement (the “Distribution Agreement”), with~~ Soex toLitigation ~~distribute~~was ~~certain~~tried ~~of the Company’s products~~ in ~~China~~U.S. AsDistrict ~~reported~~Court ~~in the Company’s Form 10-K~~ for the ~~year~~Middle ~~ended~~District ~~December~~of ~~31,~~Florida ~~2014~~in ~~and~~October ~~filed~~of ~~with~~2018. ~~the~~The ~~Securities~~jury ~~and~~at ~~Exchange Commission on April 1, 2015,~~ the ~~Company~~conclusion ~~was entitled to receive, pursuant to the Distribution Agreement, royalties and a $500,000 payment,~~ of ~~which $50,000 has been received, that was due on or before October 24, 2014. Further,~~ the ~~Company~~trial ~~reported~~did ~~it had~~ not ~~received~~award ~~any~~monetary ~~royalties~~damages ~~from~~to ~~Soex.~~either ~~Soex~~party isfor inclaims ~~breach~~or ~~of the Distribution Agreement~~counterclaims.

AsOn ~~first~~October ~~reported~~24, in2018, the Company’s ~~Form~~initiated 10a third lawsuit against an affiliate of Soex, Zhongshan Trans-QTech ~~for~~New ~~the~~Material ~~quarter~~Technology ~~ended~~Co. ~~June~~Ltd. 30Zhongshan, ~~2015~~China, ~~the~~(“Transtech”), ~~Company~~and ~~began~~the ~~pursuing~~Chairperson ~~legal~~of ~~action~~the ~~against~~affiliate and Soex, ~~for~~based ~~breach~~on ofnew information learned by the ~~Soex~~Company. ~~SPA~~The Company will seek maximum relief and ~~Distribution~~damages ~~Agreement.~~for Onthis ~~July~~on-going 8,and ~~2015,~~growing illegal misuse the Company’s ~~filed~~Intellectual aProperty. ~~lawsuit~~The inCompany ~~state~~feels ~~courts~~this third action will lead in ~~Florida~~a ~~against~~judgment ~~Soex~~in ~~and~~favor ~~Zan.~~of the Company.

~~Pursuant~~On toOctober 8, 2021 the ~~Distribution~~Company ~~Agreement,~~was notified of a unusual order by the Federal District Court judge who oversaw the initial 2018 proceedings. This activity was initiated at the request of Soex’s iscounsel. The Order awards the defendant (Soex) $300,568 in ~~material~~attorney’s ~~breach~~fees and $82,096 in costs for a total award of $382,664 to be paid by Dais. The Order doesn’t specify the ~~following:~~date by which the award needs to be paid.

	(1)	Section 1(a) of the Distribution Agreement for Soex’s failure to make a $225,000 payment to the Company for the appointment of Soex as the exclusive distributor of the Products in the Field and Territory (the “Distribution Payment Default”) in accordance with the terms set forth in the Distribution Agreement. Such payment was due on October 20, 2014 (the “Payment Date”).
	(2)	Section 8(b) of the Distribution Agreement for Soex’s failure to make a $225,000 payment to the Company for the grant of the license and right to manufacture, sell, lease and distribute Products (excluding manufacture of MTM), and to use the Intellectual Property in connection therewith (the “License Payment Default” and, together with the Distribution Payment Default, the “Payment Default”) in accordance with the terms set forth in the Distribution Agreement. Such payment was due on the Payment Date.
	(3)	Section 15(b) of the Distribution Agreement for Soex’s failure to issue to the Company 25% of the equity (the “Equity Default”) of SOEX (Beijing) Environmental Protection Technology Company Limited (the “China Subsidiary”).

The Company will vigorously defend itself against this Order, as well as move on all possible avenues open to it to stop, what Management believes, is an on-going misuse of the Company’s core Intellectual Property. The Company believes – based on the content of the Order and other admissions and actions on the part of others – it has a chance to prevail in an appeal to the benefit of the Company and its shareholders.

AsF-21 aTable ~~result~~ of the above, we terminated the Soex Distribution Agreement. As provided in Section 14€ of the Soex Distribution Agreement, the Company has the right to enforce any obligation due to us by Soex. As a result, Soex still must (a) pay the remaining $450,000 due under the Distribution Agreement and the amount of Royalties due, plus interest at 1.5% per month (18% per year) with interest accruing from the date that payment was due and (b) issue to us 25% of the equity of SOEX (Beijing) Environmental Protection Technology Company Limited. As provided in Section 14(b), neither us nor Soex shall be liable for compensation, reimbursement or damages due to loss of profits on sales or anticipated sales or losses due to expenditures, investments or commitments made or in connection with the establishment, development or maintenance of the business.Contents

~~The~~Accounts Soex Litigation was moved to the U.S. District Court for the Middle District of Florida where Soex has instituted a counterclaim (Civil Docket Case #: 8:15-CV-02362-MSS-EAJ). On September 19, 2018, a pre-trial conference was held in Tampa finding a trial date set for October 22, 2018. The trial for the original case was held between October 22 and 24, 2018. The jury at the conclusion of the trial did not award monetary damages to either party for claims or counterclaims.Payable

OnThe ~~October~~firms ~~24,~~below ~~2018,~~have ~~the~~pursued ~~Company~~legal ~~initiated~~action ~~a third lawsuit~~ against anthe ~~affiliate~~Company ofto ~~Soex,~~collect ~~Zhongshan~~overdue ~~Trans-Tech~~accounts ~~New~~payable ~~Material Technology Co~~sums. ~~Ltd.~~The ~~Zhongshan,~~Company ~~China,~~is ~~(“Transtech”),~~working ~~and~~with ~~the~~each ~~Chairperson~~to ofenter ~~the~~into ~~affiliate~~a ~~and~~settlement ~~Soex~~plan, ~~based~~or on“pay ~~new~~over ~~information~~time” ~~learned~~payment ~~by the Company~~plan. ~~The~~To ~~Company~~date ~~will seek maximum relief and damages for this on-going and growing illegal misuse of~~ the Company’s ~~Intellectual~~has ~~Property.~~one ~~The~~agreement ~~Company feels this third action will lead~~ in aplace ~~judgment~~with ~~in favor of the Company~~SoftinWay.

F-18 Table of Contents

Company	Sum Owned		Payment Plan	Legal Action
Old Dominion Freight Line	$	13,576.95	No	Yes
Power Plant Services	$	85,199.11	No	Yes
SoftinWay	$	8,850.00	Yes	Yes
The O-Ring Store	$	10,334.00	No	Yes
Total	$	117,960.06

Note 14. Income Taxes

The Company had, subject to limitation, approximately $~~27,800,000~~25 million of net operating loss carryforwards at December 31, ~~2020~~2021, of which approximately $~~23,400,000~~18.3 million will expire at various dates beginning in 2021 through 2037. In addition, the Company has research and development tax credits of approximately $~~362~~378,000 at December 31, ~~2020~~2021 available to offset future taxable income, which will expire from 2030 through 2038. We have provided a 100% valuation allowance for the deferred tax benefits resulting from the net operating loss carryover and our tax credits due to our lack of earnings history. In addressing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences are deductible. The valuation allowance decreased by approximately $~~781~~323,000 and ~~increased by approximately~~ $~~400~~781,000 for the years ended December 31, ~~2020~~2021 and ~~2019~~2020, respectively. Significant components of deferred tax assets and liabilities are as follows:

	2020			2019
	2021			2020
Deferred revenue	$	8876,000		$	~~101~~88,000
Depreciation		51,000			45,000
Accrued compensation		~~529~~550,000			~~504~~529,000
Research and development credit		~~362~~378,000			~~353~~362,000
Accrued warranty and interest expense		~~191~~564,000			~~132~~191,000
Net operating loss carryforward		76,~~025~~308,000			7,~~887~~025,000
Valuation allowance		(87,~~200~~877,000	)		(8,~~981~~200,000	)
	$	-		$	-

A reconciliation of the federal statutory income tax rate to the Company’s effective income tax rate is as follows:

	December 31,
	2020			2019
	2021			2020
Federal statutory income tax rate		(21.0	)%		(21.0	)%	)%
State income taxes, net of federal benefit		(4.3	)		(4.3	)
Permanent differences		5365.752			1553.575
Change in valuation allowance		(2839.49	)		9(28.84	)
Provision for income taxes		0.0	%		0.0	%

AsF-22 ofTable ~~December 31, 2020, the Company has not performed an IRC Section 382 study to determine the amount, if any,~~ of its net operating losses that may be limited because of the ownership change percentages during 2020 and prior years. However, the Company will complete the study prior to the utilization of any of its recorded net operating losses.Contents

~~Income~~As ~~Tax~~of ~~returns~~December ~~remain~~31, ~~open~~2021, bythe ~~statue~~Company has not performed an IRC Section 382 study to determine the amount, ~~generally~~if ~~for~~any, of its net operating losses that may be limited because of the ownership change percentages during 2021 and prior years. ~~2017~~However, ~~through~~the ~~2020~~Company will complete the study prior to the utilization of any of its recorded net operating losses.

Income Tax returns remain open by statue, generally for the years 2018 through 2021.

Note 15. Subsequent Events

The following material events ~~have~~ occurred after December 31, ~~2020~~2021, and as such this requires recognition or disclosure in the financial statements:

1.Item The Company’s first PPP loan for $144,750 received as a loan borrowed from a bank pursuant to the Paycheck Protection Program under the CARES Act guaranteed by the Small Business Administration (“SBA”), was officially forgiven by the US Small Business Administration on August 29, 2021. No further sum(s) are due. 2. On January 25, 2021, the Company received $122,340 in a loan borrowed from a bank pursuant to the Paycheck Protection Program – Part II under the CARES Act guaranteed by the Small Business Administration (“SBA”), which we expect to be forgiven in part or in full, subject to our compliance with the conditions of the Paycheck Protection Program. If not forgiven, the terms on the note provide for interest at 1% per year and the note mature in 24 months, with 18 monthly payments of $8,146 beginning after the initial 6-month deferral period for payments. 3. On January 26, 2021, the principal amount due on the related party Senior Secured Promissory Note (described in Note 6) was increased by $53,500 to $2,169,100.:

~~F-19~~During ~~Table~~January and February 2022, after the Company’s fiscal year ended December 31, 2021, the Company’s Board of ~~Contents~~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”).

4.As ~~Warrants,~~a ~~Options~~result, ~~and~~the ~~Additional~~Board ~~Shares~~ of ~~Company~~Directors ~~Equity~~and ~~Held~~management bywith ~~Employees,~~the ~~Board~~assistance ~~Members,~~of ~~and~~its ~~Secured~~outside ~~Note~~financial ~~Holder:~~advisors Inprepared ~~January~~a ~~2021~~Certificate ~~outstanding~~of ~~Options~~Amendment ~~and~~to ~~Warrants~~its ~~held~~Certificate byof ~~Employees,~~Incorporation ~~Board~~for ~~Members and~~ the ~~Company’s~~purpose ~~Secured~~authorizing ~~Note Holder were surrendered by Holders to~~ the ~~Company.~~four 5.New OnSeries ~~February~~of 1,Preferred ~~2021~~Stock, wewhich ~~repaid~~was ~~$53,500~~subject ofto the ~~principal~~filing ~~amount~~by ~~due on~~ the ~~related~~Company ~~party~~of ~~Senior~~a ~~Secured~~Certificate ~~Promissory~~of ~~Note~~Amendment ~~(described~~with ~~in Note 6). 6. On February 23, 2021,~~ the ~~principal~~Department ~~amount~~of ~~due~~State onof the ~~related~~State ~~party~~of ~~Senior~~New ~~Secured~~York ~~Promissory Note~~ (~~described~~“Certificate inof ~~Note 6~~Amendment”) ~~was increased by $30,000 to $2,145,600~~.

7.To Onimplement ~~March~~the 3,authorization ~~2021,~~of wethe ~~repaid~~four ~~$15~~New Series of Preferred Stock,~~703~~ the Certificate of Amendment was submitted to the ~~principal~~Department ~~amount~~of ~~due~~State on ~~the~~March ~~related~~17, ~~party~~2022, ~~Senior~~and ~~Secured~~was ~~Promissory~~accepted ~~Note~~for ~~(described~~filing inon ~~Note~~March ~~6).~~22, 82022. OnThe ~~March~~recently 26authorized New Series of Preferred Stock included: (i) Series C Convertible Preferred Stock, ~~2021~~consisting of 100,000 shares, all of which were to be issued following acceptance of the ~~principal~~Certificate ~~amount~~of ~~due~~Amendment onby the ~~related~~Department of State, to two (2) third-party ~~Senior~~accredited ~~Secured~~investors ~~Promissory~~who ~~Note~~had ~~(described~~provided inbona ~~Note~~fide 6financial consulting services to the Company; (ii) ~~was~~Series ~~increased~~D byConvertible ~~$35~~Preferred Stock,~~000~~ toconsisting $2of 10,~~164~~000 shares,~~897~~ 9.which Inshares ~~April~~may ~~2021~~be issued, at the ~~Company~~sole ~~and~~discretion ~~its~~of ~~eight~~the ~~convertible~~Board ~~note~~of ~~holders~~Directors, ~~came~~from time to ~~agreement~~time, onto aconsultants ~~program~~and ~~where~~other ~~the~~third ~~debt~~parties ~~totaling~~for, $2among other purposes,~~111,334~~ ~~would~~new beservices ~~exchanged~~to the Company and for 7other good and valuable consideration,~~036,667~~ ~~common~~none of which shares athave ~~$.30~~been ~~per~~issued; ~~share~~(iii) Series E Convertible Preferred Stock, ~~and~~consisting 3of 250,~~576~~000 shares,~~733~~ ~~one-year~~all ~~cash~~of ~~warrant~~which ~~shares~~were ~~(50%~~to ~~warrant~~be ~~coverage)~~issued ~~having~~following afinal ~~strike~~acceptance ~~price~~of the Certificate of ~~$.30.~~Amendment ~~Offers~~by the Department of State, being issued to ~~Exchange~~three by(3) “accredited investors” including the ~~convertible~~Company’s ~~noteholders~~financial ~~were~~advisors ~~signed~~in byconsideration ~~June~~for ~~30,~~their ~~2021~~capital ~~with~~contributions to the ~~exchange~~Company; and (~~documents~~iv) ~~signed~~Series F Convertible Preferred Stock consisting of 1,500,000 ~~and~~shares, ~~stock~~1,000,000 ~~and~~shares ~~related~~of ~~warrants~~which are intended to be issued byto several long-tenured key employees and the Company’s Board of Directors in consideration for previously rendered services to the ~~new~~Company ~~shareholders)~~as ~~completed~~well as to certain noteholders and others under agreements and arrangements that have been authorized by ~~July~~the ~~31,~~Board ~~2021~~of Directors.

~~10.~~A ~~Between~~copy ~~April~~ of ~~2021~~the ~~and~~Certificate ~~September~~ of ~~2021,~~Amendment ~~JMS~~to ~~Investments~~the Certificate of ~~Staten Island~~Incorporation, ~~NY,~~which ~~USA~~included ~~placed $506,000 into~~ the ~~Company~~respective inCertificates ~~eight~~of ~~separate~~Designation ~~transactions.~~for ~~The~~the ~~sum~~Series isC aConvertible ~~“bridge~~Preferred ~~loan”~~Stock, ~~using~~Series ~~the~~D ~~sums~~Convertible toPreferred ~~fund~~Stock, ~~the~~Series ~~Company’s~~E ~~return~~Convertible toPreferred ~~fully~~Stock ~~reporting status with the SEC~~ and ~~OTC~~Series asF ~~well~~Convertible asPreferred ~~obtaining~~Stock, ~~critical~~is ~~resources~~attached ~~which allow Dais to grow~~ as ~~management~~Exhibit ~~and the bridge investors believe is possible using the company’s proven nanotechnology in sustainable product in a worldwide market~~3.11 ~~The~~to ~~Parties~~this ~~(Company~~Annual ~~and~~Report ~~the principals of JMS Investments) are working~~ on ~~the~~Form ~~final investment form, the sums (and uses)~~10-K. ~~It expected the full investment plan will ready for announcement in the fourth quarter of 2021.~~

~~11.~~Reference Inis ~~July~~made ~~2021~~to the ~~Company~~complete ~~issued~~disclosure ~~shares~~contained ~~and~~in ~~warrant~~Exhibit ~~shares to four companies~~3.11 ~~These~~of ~~four~~this ~~companies~~Annual ~~assisted~~Report ~~Dais~~for ~~in (a.) negotiating and closing~~ the ~~Debt-to-Equity~~preferences, ~~Program~~rights, ~~(b.)~~limitations ~~arranging~~qualifications ~~the~~and ~~bridge sum of $506~~restrictions,~~000~~ ~~and~~including ~~(c.)~~conversion ~~crafting past convertible note holder transactions~~rights, ~~and advising the ‘work in progress’ investment structure for Dais. The total number~~ of ~~Common~~each ~~shares issued was 2,100,000 at a price~~ of ~~$.30 per share, and~~ the ~~total~~above-referenced ~~number~~New ofSeries ~~one year cash warrant shares issued was 700,000 having a strike price~~ of ~~$.05~~Preferred ~~per share~~Stock. ~~These issuances closed out these four companies agreements in full with Dais.~~

~~F-20~~Item Two

The Company and its Board of Directors have reached a tentative agreement on April 12, 2022, with its Senior Secured Noteholder. The transaction has been renegotiated. The Parties are working to complete a definitive agreement prior to May 15, 2022. Therefore, this update on the status of the Senior Secured Note has been placed in the Subsequent Events section. When the definitive agreement is complete relevant information will be shared in an SEC Form 8K filing.

F-23

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