10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-55825

CORRELATE ENERGY CORP.

(Exact name of registrant as specified in its charter)

Nevada	84-4250492
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
176 S. Capitol Blvd., 2nd Floor Boise, Idaho	83702
(Address of Principal Executive Offices)	(Zip Code)

(855) 264-4060

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

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

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 ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares of Common Stock, par value $0.0001 per share, outstanding as of May 14, 2024 was 40,122,009.

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

CORRELATE ENERGY CORP.

Index

		Pg. No.
PART I — Financial Information
Item 1.	Financial Statements		3
	Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 (Unaudited)		3
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)		4
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2024 and 2023 (Unaudited)		5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (Unaudited)		6
	Notes to Condensed Consolidated Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		20
Item 4.	Controls and Procedures		20
PART II — Other Information
Item 1.	Legal Proceedings		21
Item 1A.	Risk Factors		21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3.	Defaults Upon Senior Securities		21
Item 4.	Mine Safety Disclosures		21
Item 5.	Other Information		21
Item 6.	Exhibits		22
SIGNATURES			23

2

PART 1 — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CORRELATE ENERGY CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

MARCH 31, 2024 AND DECEMBER 31, 2023

(Unaudited)

	March 31,			December 31,
	2024			2023
Assets
Current assets
Cash	$	101,665		$	1,412,379
Accounts receivable		184,709			408,816
Contract assets		81,401			53,445
Prepaid expenses and other current assets		1,062,207			1,010,781
Total current assets		1,429,982			2,885,421
Property and equipment
Property and equipment, net		194,843			172,354
Total property and equipment		194,843			172,354
Other assets
Intangible assets - customer relationships, net		128,590			140,280
Intangible assets - development rights, net		531,503			599,784
Goodwill		762,851			762,851
Total other assets		1,422,944			1,502,915
Total assets	$	3,047,769		$	4,560,690
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable	$	734,425		$	304,400
Accounts payable, related party		850,346			800,346
Accrued expenses		1,128,428			1,136,099
Contract liabilities		1,537,123			1,787,739
Shareholder advances		96,519			96,519
Line of credit		30,000			30,000
Notes payable, current portion, net of discount		1,473,621			1,229,773
Convertible notes payable, current portion, net of discount		579,319			1,420,160
Total current liabilities		6,429,781			6,805,036
Convertible notes payable, net of current portion and discount		2,436,373			935,307
Total liabilities		8,866,154			7,740,343
Stockholders' deficit
Preferred stock $0.0001 par value; authorized 50,000,000 shares with -0- issued and outstanding at March 31, 2024 and December 31, 2023, respectively		-			-
Common stock $0.0001 par value; authorized 400,000,000 shares with 40,139,062 and 36,270,674 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		4,014			3,627
Additional paid-in capital		19,710,868			17,873,545
Accumulated deficit		(25,533,267	)		(21,056,825	)
Total stockholders' deficit		(5,818,385	)		(3,179,653	)
Total liabilities and stockholders' deficit	$	3,047,769		$	4,560,690

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

CORRELATE ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Unaudited)

	For the three months ended
	March 31,
	2024			2023
Revenues	$	432,799		$	50,734
Cost of revenues		381,222			45,859
Gross profit		51,577			4,875
Operating expenses
General and administrative		1,115,947			808,564
Stock-based compensation		1,446,056			253,851
Legal and professional		378,791			120,225
Depreciation and amortization		92,181			25,508
Total operating expenses		3,032,975			1,208,148
Loss from operations		(2,981,398	)		(1,203,273	)
Other income (expense)
Interest expense		(237,699	)		(97,353	)
Amortization of debt discount		(1,257,345	)		(788,282	)
Financing costs		-			(3,808,565	)
Change in fair value of derivative liability		-			2,487,120
Total other income (expense)		(1,495,044	)		(2,207,080	)
Net loss	$	(4,476,442	)	$	(3,410,353	)
Loss per share	$	(0.12	)	$	(0.10	)
Weighted average shares outstanding – basic and diluted		38,669,320			35,332,384

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

CORRELATE ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Unaudited)

	Common Stock				Additional			Accumulated
	Shares		Amount		Paid in Capital			Deficit			Total
Balances, December 31, 2022		35,323,626	$	3,532	$	5,459,220		$	(8,268,426	)		(2,805,674	)
Issuance of shares for services		17,045		2		14,998			-			15,000
Issuance of shares for financing costs		4,245		-		4,500			-			4,500
Issuance of shares for the payment of accrued interest		5,655		1		7,588			-			7,589
Stock based compensation		-		-		253,851			-			253,851
Settlement of derivative liability		-		-		50,582			-			50,582
Net loss		-		-		-			(3,410,353	)		(3,410,353	)
Balances, March 31, 2023		35,350,571	$	3,535	$	5,790,739		$	(11,678,779	)	$	(5,884,505	)
Balances, December 31, 2023		36,270,674		3,627	$	17,873,545		$	(21,056,825	)		(3,179,653	)
Issuance of shares for the payment of accrued interest		28,829		3		38,379			-			38,382
Issuance of shares for the cashless exercise of warrants		3,839,559		384		(384	)		-			-
Issuance of warrants in connection with debt		-		-		353,272			-			353,272
Stock based compensation		-		-		1,446,056			-			1,446,056
Net loss		-		-		-			(4,476,442	)		(4,476,442	)
Balances, March 31, 2024		40,139,062	$	4,014	$	19,710,868		$	(25,533,267	)	$	(5,818,385	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

CORRELATE ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Unaudited)

	For the three months ended
	March 31,
	2024			2023
Operating activities
Net loss	$	(4,476,442	)	$	(3,410,353	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization		92,181			25,508
Amortization of debt discount		1,257,345			788,282
Stock issued for services		-			15,000
Stock-based compensation		1,446,056			253,851
Financing costs		-			3,808,565
Change in fair value of derivative liability		-			(2,487,120	)
Changes in operating assets and liabilities:
Accounts receivable		224,107			-
Contract assets		(27,956	)		341,536
Prepaid expenses and other current assets		(51,426	)		(168,830	)
Accounts payable		480,025			(19,871	)
Accrued expenses		30,711			(235,801	)
Contract liabilities		(250,616	)		-
Net cash used in operating activities		(1,276,015	)		(1,089,233	)
Investing activities
Purchase of property and equipment		(34,699	)		-
Net cash used in investing activities		(34,699	)		-
Financing activities
Proceeds from issuance of convertible notes payable		-			1,804,950
Repayment of notes payable		-			(70,620	)
Net cash provided by financing activities		-			1,734,330
Net increase (decrease) in cash	$	(1,310,714	)	$	645,097
Cash - beginning of period		1,412,379			96,308
Cash - end of period	$	101,665		$	741,405
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	177,831		$	70,274
Supplemental schedule of non-cash investing and financing activities
Shares issued for settlement of accrued interest	$	38,382		$	7,589
Discount on note payable from issuance of warrants	$	353,272		$	-
Discount on notes payable from derivative liability	$	-		$	1,563,929
Discount on convertible notes payable from derivative liability	$	-		$	1,804,950
Accrued interest settled through note payable	$	-		$	78,929
Settlement of derivative liability	$	-		$	50,582

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS

Nature of the Business

On June 8, 2023, Correlate Energy Corp. (the “Company” or “CIPI”) filed a certificate of amendment to its articles of incorporation with the Secretary of State of the State of Nevada pursuant to which it changed its corporate name from Correlate Infrastructure Partners Inc. to Correlate Energy Corp.

The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiary Correlate, Inc. (“Correlate”), a Delaware corporation.

Correlate Energy Corp., together with its subsidiary, is a technology-enabled vertically integrated sales, development, and fulfillment platform focused on distributed clean and resilient energy solutions in North America. 

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and has not generated positive cash flows from operations. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plans with respect to operations include aggressive marketing, acquisitions, and raising additional capital through sales of equity or debt securities as may be necessary to pursue its business plans and sustain operations until such time as the Company can achieve profitability. Management believes that aggressive marketing combined with acquisitions and additional financing as necessary will result in improved operations and cash flow in 2024 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant inter-company transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

7

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents as of March 31, 2024 and December 31, 2023.

The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors’ interest and non-interest-bearing accounts. The Company’s cash balances may exceed FDIC limits. The Company has not experienced any losses on these accounts and management does not believe that the Company is exposed to any significant risks.

Accounts Receivable

Accounts receivable consists of invoiced and unpaid sales. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer creditworthiness, and current economic trends. Accounts are considered delinquent when payments have not been received within the agreed upon terms and are written off when management determines that collection is not probable. There were no doubtful accounts as of March 31, 2024 and December 31, 2023.

Contract Assets

The Company’s contracts with customers contain milestone payments which do not coincide with revenue recognition. Accordingly, contract assets consist of earned but unbilled revenues.

Property and Equipment

Property and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed.

Intangible Assets

Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

Impairment Assessment

The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value.

The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. When assessing goodwill for impairment, the Company uses qualitative and, if necessary, quantitative methods in accordance with FASB ASC 350, “Goodwill.”

Customer Deposits

The Company’s contracts with customers contain milestone payments which do not coincide with revenue recognition. Accordingly, customer deposits consist of customer payments received prior to the performance of contractual obligations.

Revenue Recognition

The Company accounts for revenue in accordance with FASB ASC 606, “Revenue from Contracts with Customers.”

A performance obligation is a promise in a contract to transfer a distinct good or service to the client and is the unit of accounting in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the relative standalone selling price. Determining relative standalone selling price and identifying separate performance obligations requires judgment. Contract modifications may occur in the performance of the Company’s contracts. Contracts may be modified to account for changes in the contract specifications, requirements or duration. If a contract modification results in the addition of performance obligations priced at a standalone selling price or if the post-modification services are distinct from the services provided prior to the modification, the modification is accounted for separately. If the modified services are not distinct, they are accounted for as part of the existing contract.

The Company’s revenues are derived from contracts for engineering, procurement and construction services (“EPC”) and consulting. These contracts may have different terms based on the scope, performance obligations and complexity of the engagement, which may require us to make judgments and estimates in recognizing revenues. 

8

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s performance obligations are satisfied as work progresses or at a point in time (for defined milestones). The selection of the method to measure progress towards completion requires judgment and is based on the contract and the nature of the services to be provided.

The Company’s contracts for EPC services are typically less than one year in duration and require us to a) provide engineering services, b) purchase and obtain materials, and c) install equipment and materials to agreed-upon specifications. The EPC agreement typically may be terminated by either party in connection with a breach of the agreement that has not been timely cured, or at any time by either party provided all payments required to be made to the other party have been made, including expense reimbursement and other costs incurred by the non-terminating party in connection with preparing to provide services pursuant to the EPC agreement. The majority of our contracts provide an integrated service to the customer that includes multiple services: origination, design, analyzing, engineering, equipment procurement, construction, and testing services. For revenue recognition, we do not consider the integrated services to be distinct, combining separate scopes of work into a single commercial benefit for the customer.  As a result, we typically identify a single performance obligation in our contracts. The Company recognizes revenue using the input method, by obtaining information from its subcontractors every reporting period on the progress of the project and multiplying the percentage completed (calculated based on costs incurred to date compared to total estimated costs) by the estimated total project revenue.

The Company’s contracts for consulting services require us to assist the client in achieving certain defined project milestones. The consulting agreements typically may be terminated by either party in connection with a breach of the agreement that has not been timely cured, or at any time by either party provided all payments required to be made to the other party have been made, including expense reimbursement and other costs incurred by the non-terminating party in connection with preparing to provide services pursuant to the agreement. Revenues are recognized over time as the Company performs the consulting services and value is provided to the client.

Financial Instruments

The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in the accompanying condensed consolidated balance sheets approximates fair value.

Fair Value Measurement

ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our condensed consolidated balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair value, but GAAP provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our condensed consolidated balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.”

Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s condensed consolidated balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred.

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

Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

9

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company did not have any Level 1, Level 2 or Level 3 assets and liabilities at March 31, 2024 or December 31, 2023.

The following is a summary of activity of Level 3 liabilities during the three months ended March 31, 2023:

Balance - December 31, 2022	$	722,328
Additions		7,172,944
Settlement		(50,582	)
Change in fair value		(2,487,120	)
Balance – March 31, 2023	$	5,357,570

Under the Company’s contract ordering policy, the Company first considers common shares issued and outstanding as well as reserved but unissued equity awards, such as under an equity award program. All remaining equity linked instruments such as, but not limited to, options, warrants, and debt and equity with conversion features are evaluated based on the date of issuance. If the number of shares which may be issued under the Company’s agreements exceed the authorized number of shares or are unable to be determined, equity linked instruments from that date forward are considered to be derivative liabilities until such time as the number of shares which may be issued under the Company’s agreements no longer exceed the authorized number of shares and are able to be determined.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probable that a liability has been incurred and the amount can be reasonably estimated.

Income Taxes

In accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense.

10

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basic and Diluted Loss Per Share

FASB ASC Topic 260, “Earnings Per Share”, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (“EPS”) computations.

Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

The Company had potential additional dilutive securities outstanding at March 31, 2024 and 2023, as follows.

	March 31,		March 31,
	2024		2023
Options		9,524,068		5,784,068
Warrants		11,589,323		10,517,758
Notes payable		-		877,897
Convertible notes payable		1,476,547		564,048
		22,589,938		17,743,771

Recently Issued Accounting Standards

During the period ended March 31, 2024, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements.

NOTE 3 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations.

NOTE 4 – DEBT

Convertible Notes Payable

The following table presents a summary of the Company’s convertible notes payable at March 31, 2024

						Balances - At Issuance				Balances - 3/31/2024
Origination	Maturity	Interest			Conversion Rate	Principal		Discount		Principal		Discount
1/24/2023	7/24/2024		14	%	$3.20/Share	$	100,000	$	100,000	$	100,000	$	21,217
1/25/2023	7/25/2024		14	%	$3.20/Share		74,975		74,975		74,975		16,164
1/30/2023	7/30/2024		14	%	$3.20/Share		100,000		100,000		100,000		22,217
2/17/2023	8/17/2024		14	%	$3.20/Share		1,000,000		1,000,000		1,000,000		249,996
3/7/2023	9/7/2024		14	%	$3.20/Share		100,000		100,000		100,000		29,329
3/14/2023	9/10/2024		14	%	$3.20/Share		250,000		250,000		250,000		76,332
3/27/2023	9/27/2024		14	%	$3.20/Share		100,000		100,000		100,000		32,829
3/30/2023	9/30/2024		14	%	$3.20/Share		79,975		79,975		79,975		26,658
4/6/2023	10/6/2024		14	%	$3.20/Share		50,000		50,000		50,000		16,665
4/7/2023	10/7/2024		14	%	$3.20/Share		400,000		400,000		400,000		133,335
5/5/2023	11/5/2024		14	%	$3.20/Share		200,000		200,000		200,000		77,779
5/9/2023	11/9/2024		14	%	$3.20/Share		50,000		50,000		50,000		20,721
5/12/2023	11/12/2024		14	%	$3.20/Share		50,000		50,000		50,000		20,721
6/6/2023	12/6/2024		14	%	$3.20/Share		10,000		10,000		10,000		4,441
6/30/2023	12/30/2024		14	%	$3.20/Share		50,000		28,334		50,000		14,168
7/7/2023	1/7/2025		14	%	$3.20/Share		25,000		14,775		25,000		7,391
7/21/2023	1/21/2025		14	%	$3.20/Share		35,000		20,103		35,000		10,619
7/26/2023	1/26/2025		14	%	$3.20/Share		100,000		56,527		100,000		30,905
8/10/2023	2/10/2025		14	%	$3.20/Share		500,000		268,545		500,000		154,110
8/24/2023	2/24/2023		14	%	$3.20/Share		100,000		60,313		100,000		36,308
8/31/2023	2/28/2025		14	%	$3.20/Share		100,000		60,010		100,000		36,672
10/10/2023	4/10/2025		14	%	$3.20/Share		375,000		246,871		375,000		173,726
11/3/2023	5/3/2025		14	%	$3.20/Share		150,000		115,950		150,000		84,483
11/7/2023	5/7/2025		14	%	$3.20/Share		50,000		38,237		50,000		29,240
11/7/2023	5/7/2025		14	%	$3.20/Share		50,000		38,237		50,000		29,240
11/28/2023	5/28/2025		14	%	$3.20/Share		50,000		36,925		50,000		28,520
12/4/2023	6/4/2025		14	%	$3.20/Share		25,000		18,295		25,000		14,358
12/6/2023	6/8/2025		14	%	$3.20/Share		500,000		358,064		500,000		282,387
12/18/2023	6/18/2025		14	%	$3.20/Share		50,000		35,241		50,000		28,727
										$	4,724,950	$	1,709,258

11

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 The following table presents a summary of the Company’s convertible notes payable at December 31, 2023:

						Balances - At Issuance				Balances - 12/31/2023
Origination	Maturity	Interest			Conversion Rate	Principal		Discount		Principal		Discount
1/24/2023	7/24/2024		14	%	$3.20/Share	$	100,000	$	100,000	$	100,000	$	37,884
1/25/2023	7/25/2024		14	%	$3.20/Share		74,975		74,975		74,975		28,660
1/30/2023	7/30/2024		14	%	$3.20/Share		100,000		100,000		100,000		38,884
2/17/2023	8/17/2024		14	%	$3.20/Share		1,000,000		1,000,000		1,000,000		416,663
3/7/2023	9/7/2024		14	%	$3.20/Share		100,000		100,000		100,000		45,996
3/14/2023	9/10/2024		14	%	$3.20/Share		250,000		250,000		250,000		117,999
3/27/2023	9/27/2024		14	%	$3.20/Share		100,000		100,000		100,000		49,496
3/30/2023	9/30/2024		14	%	$3.20/Share		79,975		79,975		79,975		39,987
4/6/2023	10/6/2024		14	%	$3.20/Share		50,000		50,000		50,000		24,998
4/7/2023	10/7/2024		14	%	$3.20/Share		400,000		400,000		400,000		200,002
5/5/2023	11/5/2024		14	%	$3.20/Share		200,000		200,000		200,000		111,112
5/9/2023	11/9/2024		14	%	$3.20/Share		50,000		50,000		50,000		29,054
5/12/2023	11/12/2024		14	%	$3.20/Share		50,000		50,000		50,000		29,054
6/6/2023	12/6/2024		14	%	$3.20/Share		10,000		10,000		10,000		6,108
6/30/2023	12/30/2024		14	%	$3.20/Share		50,000		28,334		50,000		18,893
7/7/2023	1/7/2025		14	%	$3.20/Share		25,000		14,775		25,000		9,853
7/21/2023	1/21/2025		14	%	$3.20/Share		35,000		20,103		35,000		13,969
7/26/2023	1/26/2025		14	%	$3.20/Share		100,000		56,527		100,000		40,326
8/10/2023	2/10/2025		14	%	$3.20/Share		500,000		268,545		500,000		198,867
8/24/2023	2/24/2023		14	%	$3.20/Share		100,000		60,313		100,000		46,360
8/31/2023	2/28/2025		14	%	$3.20/Share		100,000		60,010		100,000		46,674
10/10/2023	4/10/2025		14	%	$3.20/Share		375,000		246,871		375,000		214,871
11/3/2023	5/3/2025		14	%	$3.20/Share		150,000		115,950		150,000		103,808
11/7/2023	5/7/2025		14	%	$3.20/Share		50,000		38,237		50,000		35,613
11/7/2023	5/7/2025		14	%	$3.20/Share		50,000		38,237		50,000		35,613
11/28/2023	5/28/2025		14	%	$3.20/Share		50,000		36,925		50,000		34,674
12/4/2023	6/4/2025		14	%	$3.20/Share		25,000		18,295		25,000		17,407
12/6/2023	6/8/2025		14	%	$3.20/Share		500,000		358,064		500,000		342,064
12/18/2023	6/18/2025		14	%	$3.20/Share		50,000		35,241		50,000		34,594
										$	4,724,950	$	2,369,483

Notes Payable

From January 29, 2024 to March 29, 2024, the Company and seven holders of notes payable which matured between January 29, 2024 and March 29, 2024, agreed to extend the maturity of the note payables, which had outstanding principal balances totaling $580,000, by six months. The Company accounted for each amendment as an extinguishment of existing debt and issuance of new debt pursuant to ASC 470-50-40. In connection with the amendments, the Company agreed to extend the exercise date of 580,000 warrants to purchase shares of common stock, originally issued with the notes payable and set to expire on the maturity date of the notes payable, exercisable at $1.00 per share by approximately three years. The extension of the warrants, which were valued at $906,669, resulted in a discount on the notes totaling $353,271 pursuant to ASC 470-20-30.

12

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents a summary of the Company’s notes payable at March 31, 2024:

					Balances - At Issuance				Balances - 3/31/2024
Origination	Maturity	Interest			Principal		Discount		Principal		Discount
5/29/2020	3/31/2050		4	%	$	20,400	$	-	$	20,400	$	-
7/29/2022	7/29/2024		10	%		50,000		29,664		50,000		19,929
8/11/2022	8/11/2024		10	%		150,000		88,247		150,000		68,738
8/15/2022	8/18/2024		10	%		50,000		29,513		50,000		22,994
8/31/2022	8/31/2024		10	%		80,000		45,827		80,000		39,941
9/1/2022	9/1/2024		10	%		50,000		29,922		50,000		24,963
9/7/2022	9/7/2024		10	%		50,000		29,922		50,000		25,994
9/12/2022	9/12/2024		10	%		50,000		30,316		50,000		26,954
9/29/2022	9/29/2024		10	%		100,000		59,839		100,000		59,254
11/9/2022	5/9/2024		10	%		25,000		25,000		25,000		2,328
11/15/2022	5/15/2024		10	%		100,000		100,000		100,000		9,313
7/10/2023	7/8/2024		14	%		1,563,929		1,563,929		1,563,929		515,300
									$	2,289,329	$	815,708

The following table presents a summary of the Company’s notes payable at December 31, 2023:

					Balances - At Issuance				Balances - 12/31/2023
Origination	Maturity	Interest			Principal		Discount		Principal		Discount
5/29/2020	3/31/2050		4	%	$	20,400	$	-	$	20,400	$	-
7/29/2022	1/29/2024		10	%		50,000		29,664		50,000		1,648
8/11/2022	2/11/2024		10	%		150,000		88,247		150,000		7,876
8/15/2022	2/15/2024		10	%		50,000		29,513		50,000		2,630
8/31/2022	2/28/2024		10	%		80,000		45,827		80,000		5,091
9/1/2022	3/1/2024		10	%		50,000		29,922		50,000		3,661
9/7/2022	3/7/2024		10	%		50,000		29,922		50,000		3,658
9/12/2022	3/12/2024		10	%		50,000		30,316		50,000		4,382
9/29/2022	3/29/2024		10	%		100,000		59,839		100,000		9,974
11/9/2022	5/9/2024		10	%		25,000		25,000		25,000		6,372
11/15/2022	5/15/2024		10	%		100,000		100,000		100,000		25,486
12/8/2023	7/8/2024		14	%		1,563,929		1,563,929		1,563,929		988,778
									$	2,289,329	$	1,059,556

Line of Credit

On October 3, 2014, Loyal entered into a $30,000 line of credit agreement with a former member of Loyal. The line of credit has no maturity with interest at 8.00%. As of March 31, 2024 and December 31, 2023, the outstanding principal and accrued interest totaled $32,611 and $33,021, respectively. 

13

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Future Maturities

The table below summarizes future maturities of the Company’s debt as of March 31, 2024:

December 31,	Amount
2024	$	4,943,879
2025		2,110,000
2026		-
2027		-
2028		-
Thereafter		20,400
		7,074,279
Less - Discounts		(2,524,966	)
	$	4,549,313

NOTE 5 – EQUITY

Common Stock

During February 2024, the Company paid $38,382 in accrued interest due to noteholders by issuing 28,829 shares of common stock.

14

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Warrants

During the period ended March 31, 2024, the Company calculated the fair value of the warrants granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rates ranging from 4.10% to 4.44%; volatility ranging from 291% to 302% based on the historical volatility of the Company’s common stock; exercise prices of $1.00; and terms of 36 months.

From January 10, 2024, to February 20, 2024, eight warrant holders cashless exercised a total of 5,457,500 warrants to purchase common stock, resulting in the issuance of 3,839,559 shares of common stock.

The table below summarizes the Company’s warrants for the period ended March 31, 2024:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Life (in years)
Warrants as of December 31, 2023		17,046,823		$	0.76		1.73
Issued		-		$	-		-
Forfeited		-		$	-		-
Exercised		(5,457,500	)	$	0.54		2.22
Warrants as of March 31, 2024		11,589,323		$	0.86		2.09

At March 31, 2024, warrants to purchase 11,276,823 shares of common stock were vested and warrants to purchase 312,500 shares of common stock remained unvested. The Company expects to incur expenses for the unvested warrants totaling $205,895 as they vest.

Options

During the period ended March 31, 2024, the Company calculated the fair value of the options granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rate of 3.97%; volatility of 267% based on the historical volatility of the Company’s common stock; exercise price of $1.95; and terms of 5 years. The fair value of options granted is expensed as vesting occurs over the applicable service periods.

The following table summarizes the Company’s options for the period ended March 31, 2024:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (in years)
Options as of December 31, 2023		9,024,068	$	0.83		3.77
Issued		500,000	$	1.95		5.00
Forfeited		-	$	-		-
Exercised		-	$	-		-
Options as of March 31, 2024		9,524,068	$	0.89		3.58

At March 31, 2024, options to purchase 6,392,176 shares of common stock were vested and options to purchase 3,131,892 shares of common stock remained unvested. The Company expects to incur expenses for the unvested options totaling $2,230,147 as they vest.

15

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – RELATED PARTY TRANSACTIONS

Shareholder Advances and Payables

At March 31, 2024 and December 31, 2023, the Company had advances payable of $22,154, respectively, due to the Company’s President and CEO, Mr. Todd Michaels. Mr. Michaels is also a member of the Company’s Board of Directors.

At March 31, 2024 and December 31, 2023, the Company had advances payable of $11,865 due to a significant shareholder.

At March 31, 2024 and December 31, 2023, the Company had advances payable of $62,500 due to the Company’s largest shareholder.

At March 31, 2024 and December 31, 2023, the Company had accounts payable of $258,000 due to Elysian Fields Disposal, LLC, an entity owned by the Company’s largest shareholder.

At March 31, 2024 and December 31, 2023, the Company had accounts payable of $78,346 due to Loutex Production Company, an entity owned by the Company’s largest shareholder.

At March 31, 2024 and December 31, 2023, the Company had accounts payable of $170,000 and $120,000, respectively, due to P&C Ventures, Inc. The Company incurred $60,000 of operating expenses with P&C Ventures Inc. during the period ended March 31, 2024. Mr. Cory Hunt, who was named a director of the Company on December 28, 2021, is an officer of P&C Ventures, Inc.

Michaels Consulting

At March 31, 2024 and December 31, 2023, the Company had accounts payable of $344,000 due to Michaels Consulting, an entity owned by the wife of Mr. Michaels.

Notes Payable

During January 2022, the Company entered into a note agreement with P&C Ventures, Inc. totaling $1,485,000 and issued 2,700,000 warrants related to the note, as disclosed in Note 4. During January 2023, the Company amended the January 2022 note agreement with P&C Ventures, Inc. and issued warrants related to the amendment, as disclosed in Note 4. During July 2023, the Company amended the January 2023 agreement and modified warrants related to the original note, as disclosed in Note 4. During December 2023, the Company amended the July 2023 agreement and modified warrants related to the original note, as disclosed in Note 4.

P&C Ventures, Inc. is the holder of the $1,563,929 note maturing on July 8, 2024 (Note 4).

The wife of Mr. Michaels is the holder of the $50,000 note maturing on September 7, 2024 (Note 4). This note was one of the notes extended during March 2024, as detailed in Note 4. The Company accounted for the amendment as an extinguishment of existing debt and issuance of new debt pursuant to ASC 470-50-40. In connection with the amendment, the Company agreed to extend the exercise date of 50,000 warrants to purchase shares of common stock, originally issued with the note payable and set to expire on the maturity date of the note payable, exercisable at $1.00 per share by approximately three years. The extension of the warrants, which were valued at $73,725, resulted in a discount on the notes totaling $29,794 pursuant to ASC 470-20-30.

The Company’s largest shareholder is the holder of the $25,000 note maturing on May 9, 2024 (Note 4). 

Convertible Notes Payable

Mr. Michaels is the holder of the $100,000 convertible note maturing on July 24, 2024 (Note 4).

Director Options

During January 2024, two of the Company’s directors, Dr. Christine Gulbranson and Alina Zagaytova, each received 250,000 options (Note 5) valued at approximately $474,000. The options vested immediately upon issuance.

Accrued Bonus

At March 31, 2024 and December 31, 2023, the Company had accrued bonus compensation for its CEO, CFO and former CFO of approximately $150,000, $50,000 and $115,000, respectively.

16

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – INTANGIBLE ASSETS

The Company’s intangible assets as of March 31, 2024 are summarized as follows:

				Accumulated
Type	Useful Life	Amount		Amortization		Net
Development rights	2-3 years	$	769,383	$	237,880	$	531,503
Customer relationships	5 years		233,800		105,210		128,590
		$	1,003,183	$	343,090	$	660,093

The Company’s intangible assets as of December 31, 2023, are summarized as follows:

				Accumulated
Type	Useful Life	Amount		Amortization		Net
Development rights	2-3 years	$	769,383	$	169,599	$	599,784
Customer relationships	5 years		233,800		93,520		140,280
		$	1,003,183	$	263,119	$	740,064

Future amortization of the Company’s intangible assets as of March 31, 2024 are as follows:

December 31,	Amount
2024	$	239,913
2025		286,852
2026		133,328
	$	660,093

NOTE 8 – SUBSEQUENT EVENTS

On April 10, 2024, the Company received funding from a Bridge Loan and Security Agreement (“Agreement”) entered into with Clearview Funding Group LLC (“Lender”) on March 26, 2024.  Pursuant to the terms of the Agreement, the Company borrowed an aggregate of $800,000 from the Lender and is required to repay to Lender a total of $1,080,000 (“Repayment Amount”). The Repayment Amount will be made to Lender over a period of forty-eight (48) weeks on a weekly basis.  The Company shall pay $7,375 per week during the first twelve weeks and $27,375 per week for the next thirty-six weeks.  In connection with the Agreement, the Company has granted a security interest to Lender in certain of the Company’s assets, subject to prior security interests as more fully described in the Agreement, as collateral for the repayment of the Repayment Amount. The Company may prepay the then outstanding Repayment Amount at any time, however, if the Company seeks to repay the Repayment Amount within 120 days from April 10, 2024 the Lender has agreed to provide the Company an early prepayment discount.  In connection with the Agreement, the Company agreed to issue 100,000 shares of its common stock to the Lender as a commitment fee. The proceeds received from this Agreement will be used for general corporate purposes.

On May 9, 2024, the Company entered into a $100,000 note agreement. The note requires monthly interest payments at a rate of 2% per month with the principal due at maturity on July 5, 2024. In connection with the note agreement, the Company issued a total of 100,000 warrants exercisable at $0.85 per share, as adjusted for stock splits and other adjustments. The warrants were fully vested at issuance and expire May 9, 2027.

17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our financial statements and related notes appearing elsewhere in this report. This discussion and analysis contain forward looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forwarding looking statements as a result of certain factors, including but not limited to, those which are not within our control.

Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue,” and the negatives thereof or similar expressions to identify forward-looking statements.

Overview

Correlate Energy Corp. (OTCQB: CIPI), through its main operating subsidiary, Correlate Inc., offers a complete suite of proprietary clean energy assessment and fulfilment solutions for the commercial real estate industry. The Company believes scaling distributed clean energy solutions is critical in mitigating the effects of climate change. We believe that we are at the forefront in creating an industry-leading energy solution and financing platform for the commercial and industrial sector. The Company sees tremendous market opportunity in reducing site-specific energy consumption and deploying clean energy generation and energy efficiency solutions at scale.

Recently Issued Accounting Pronouncements

During the three months ended March 31, 2024, and through May 15, 2024, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements.

All other new accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted.

Summary of Significant Accounting Policies

There have been no changes from the Summary of Significant Accounting Policies described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2024.

18

Liquidity and Capital Resources

At March 31, 2024, the Company had a cash balance of $101,665, as compared to a cash balance of $1,412,379 at December 31, 2023. The Company reported cash flows used in operating activities of $1,276,015 for the three months ended March 31, 2024, compared to $1,089,233 for the three months ended March 31, 2023. The $186,782 increase in cash flows used in operating activities for the three months ended March 31, 2024, was primarily driven by increases in compensation related expenses, including stock-based compensation as well as professional fees for consultants related to the Company’s planned operational expansion.  The Company reported cash flows used in investing activities of $34,699 during the three months ended March 31, 2024, and had no investing activities for the three months ended March 31, 2023. Cash used for investing activities in 2024 was related to the purchase of property and equipment. The Company had no cash flows from financing activities during the three months ended March 31, 2024. Cash flows from financing activities during the three months ended March 31, 2023, of $1,734,330 were the result of $1,804,950 in proceeds from loan agreements and $70,620 in repayments of loan agreements.

Our ability to successfully execute our business plan is contingent upon us obtaining additional financing and/or upon realizing revenues sufficient to fund our ongoing expenses. Until we are able to sustain our ongoing operations through revenues, we intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

On April 10, 2024, the Company received funding from a Bridge Loan and Security Agreement (“Agreement”) entered into with Clearview Funding Group LLC (“Lender”) on March 26, 2024.  Pursuant to the terms of the Agreement, the Company borrowed an aggregate of $800,000 from the Lender and is required to repay to Lender a total of $1,080,000 (“Repayment Amount”). The Repayment Amount will be made to Lender over a period of forty-eight (48) weeks on a weekly basis.  The Company shall pay $7,375 per week during the first twelve weeks and $27,375 per week for the next thirty-six weeks.  In connection with the Agreement, the Company has granted a security interest to Lender in certain of the Company’s assets, subject to prior security interests as more fully described in the Agreement, as collateral for the repayment of the Repayment Amount. The Company may prepay the then outstanding Repayment Amount at any time, however, if the Company seeks to repay the Repayment Amount within 120 days from April 10, 2024 the Lender has agreed to provide the Company an early prepayment discount.  In connection with the Agreement, the Company agreed to issue 100,000 shares of its common stock to the Lender as a commitment fee. The proceeds received from this Agreement will be used for general corporate purposes.

The Company expects to raise significant debt or equity capital in order to fund expanding operations in the near future.

Results of Operations

Comparison of the Three Months Ended March 31, 2024 and 2023

For the three months ended March 31, 2024 and 2023, the Company’s revenues were $432,799 and $50,734, respectively. The source of revenues which increased in 2024 compared to the prior year period was from engineering, procurement and construction services (“EPC”) and consulting services performed for solar energy projects. The increase of $382,065 or 753%, was driven primarily by the continued expansion of operations during the current period. We anticipate the Company’s revenues in upcoming quarters to continue to grow as revenues are recognized from projects in progress and in the pipeline.

Gross profit for the three months ended March 31, 2024, totaled $51,577 compared to gross profit of $4,875 in the comparable prior year period. The $46,702 increase in gross profit was due to the Company’s increased operations, growth plans and focused efforts to maximize profitability by effectively managing installation and equipment costs. We anticipate future gross margins to increase from the current level as we commercialize new project opportunities, increase revenues and cover more fixed costs within cost of revenues and expand project profitability.

For the three months ended March 31, 2024, operating expenses were $3,032,975 compared to $1,208,148 in the comparable prior year period. The increase of $1,824,827, or 151%, was primarily driven by increases in stock-based compensation expenses of $1,192,205, payroll and related expenses of $420,361 (included in general and administrative expenses) and consulting fees of $156,472 (included in legal and professional expenses). These increases were the result of the addition of strategic management as well as both internal and outsourced staff to support our continued expansion efforts. We anticipate future operating expenses to increase with the expansion of operations, resulting in increased expenses related to wages and compensation, advertising, and insurance partially offset by added contribution margins from anticipated revenue growth.

For the three months ended March 31, 2024, other expenses totaled $1,495,044, compared to $2,207,080 in the comparable prior year period. The decrease in other expenses was primarily driven by no financing costs in 2024 compared to $3,808,565 in 2023, partially offset by $2,487,120 related to the change in fair value of a derivative liability in 2023 and increases of $469,063 in the amortization of debt discount and $140,346 in interest expense incurred during the period in 2024. We anticipate other expenses to continue to be driven by these factors on a comparable basis throughout 2024.

The activities above resulted in net losses of $4,476,442 and $3,410,353 for the three months ended March 31, 2024 and 2023, respectively.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

19

Item 3. Qualitative and Quantitative Disclosures about Market Risk.

We are a smaller reporting company and, therefore, we are not required to provide information required by this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of March 31, 2024, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the appropriate management on a basis that permits timely decisions regarding disclosure. Based upon that evaluation, our management concluded that the Company’s disclosure controls and procedures as of March 31, 2024, were effective to provide reasonable assurance that information required to be disclosed in the Company’s periodic filings under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting during the quarter ended March 31, 2024, that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

Limitations on the Effectiveness of Controls

Our disclosure controls and procedures provide our management with reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within our company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.

20

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

We are a smaller reporting company and, therefore, we are not required to provide information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

21

Item 6. Exhibits.

Exhibit No.	Description of Document
31.1 *	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
31.2 *	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
32.1 *	Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).
32.2 *	Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).
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 Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

22

SIGNATURES

Pursuant to the requirements 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.

Dated: May 15, 2024	Correlate Energy Corp. (Registrant) /s/ Todd Michaels
	Todd Michaels Chief Executive Officer (Principal Executive Officer)

Dated: May 15, 2024	Correlate Energy Corp. (Registrant) /s/ Johan ver Loren van Themaat
	Johan ver Loren van Themaat Chief Financial Officer (Principal Financial and Accounting Officer)

23

EX-31.1

EXHIBIT 31.1

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350,

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Todd Michaels, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Correlate Energy Corp. (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2024

	/s/ Todd Michaels
Name:	Todd Michaels
Title:	Chief Executive Officer (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION 

Pursuant to 18 U.S.C. Section 1350, 

As adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Johan ver Loren van Themaat, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Correlate Energy Corp. (the “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2024
	/s/ Johan ver Loren van Themaat
Name:	Johan ver Loren van Themaat
Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Correlate Energy Corp. (the “Company”) on Form 10-Q for the quarter ended March 31, 2024 (the “Report”), Todd Michaels, Chief Executive Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)  The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 15, 2024		/s/ Todd Michaels
	Name:	Todd Michaels
	Title:	Chief Executive Officer
		(Principal Executive Officer)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 

18 U.S.C. SECTION 1350, 

AS ADOPTED PURSUANT TO 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Correlate Energy Corp. (the “Company”) on Form 10-Q for the quarter ended March 31, 2024 (the “Report”), Johan ver Loren van Themaat, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 15, 2024		/s/ Johan ver Loren van Themaat
	Name:	Johan ver Loren van Themaat
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

XML

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 14, 2024
Cover [Abstract]
Entity Registrant Name	CORRELATE ENERGY CORP.
Entity Central Index Key	0001108645
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Entity Common Stock Shares Outstanding		40,122,009
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-55825
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	84-4250492
Entity Address Address Line 1	176 S. Capitol Blvd.
Entity Address Address Line 2	2nd Floor
Entity Address City Or Town	Boise
Entity Address State Or Province	ID
Entity Address Postal Zip Code	83702
City Area Code	855
Local Phone Number	264-4060
Entity Interactive Data Current	Yes

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash	$ 101,665	$ 1,412,379
Accounts receivable	184,709	408,816
Contract assets	81,401	53,445
Prepaid expenses and other current assets	1,062,207	1,010,781
Total current assets	1,429,982	2,885,421
Property and equipment
Property and equipment, net	194,843	172,354
Total property and equipment	194,843	172,354
Other assets
Intangible assets - customer relationships, net	128,590	140,280
Intangible assets - development rights, net	531,503	599,784
Goodwill	762,851	762,851
Total other assets	1,422,944	1,502,915
Total assets	3,047,769	4,560,690
Current liabilities
Accounts payable	734,425	304,400
Accounts payable, related party	850,346	800,346
Accrued expenses	1,128,428	1,136,099
Contract liabilities	1,537,123	1,787,739
Shareholder advances	96,519	96,519
Line of credit	30,000	30,000
Notes payable, current portion, net of discount	1,473,621	1,229,773
Convertible notes payable, current portion, net of discount	579,319	1,420,160
Total current liabilities	6,429,781	6,805,036
Convertible notes payable, net of current portion and discount	2,436,373	935,307
Total liabilities	8,866,154	7,740,343
Stockholders' deficit
Preferred stock $.0001 par value; authorized 50,000,000 shares with -0- issued and outstanding at March 31, 2024 and December 31, 2023, respectively	0	0
Common stock $0.0001 par value; authorized 400,000,000 shares with 40,064,062 and 36,270,674 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively	4,014	3,627
Additional paid-in capital	19,710,868	17,873,545
Accumulated deficit	(25,533,267)	(21,056,825)
Total stockholders' deficit	(5,818,385)	(3,179,653)
Total liabilities and stockholders' deficit	$ 3,047,769	$ 4,560,690

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	50,000,000	50,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	400,000,000	400,000,000
Common Stock, Shares, Issued	40,139,062	36,270,674
Common Stock, Shares, Outstanding	40,139,062	36,270,674

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Revenues	$ 432,799	$ 50,734
Cost of revenues	381,222	45,859
Gross profit	51,577	4,875
Operating expenses
General and administrative	1,115,947	808,564
Stock-based compensation	1,446,056	253,851
Legal and professional	378,791	120,225
Depreciation and amortization	92,181	25,508
Total operating expenses	3,032,975	1,208,148
Loss from operations	(2,981,398)	(1,203,273)
Other income (expense)
Interest expense	(237,699)	(97,353)
Amortization of debt discount	(1,257,345)	(788,282)
Financing costs	0	(3,808,565)
Change in fair value of derivative liability	0	2,487,120
Total other income (expense)	(1,495,044)	(2,207,080)
Net loss	$ (4,476,442)	$ (3,410,353)
Loss per share	$ (0.12)	$ (0.10)
Weighted average shares outstanding - basic and diluted	38,669,320	35,332,384

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (Unaudited) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2022		35,323,626
Balance, amount at Dec. 31, 2022	$ (2,805,674)	$ 3,532	$ 5,459,220	$ (8,268,426)
Issuance of shares for services, shares		17,045
Issuance of shares for services, amount	15,000	$ 2	14,998	0
Issuance of shares for financing costs, shares		4,245
Issuance of shares for financing costs, amount	4,500	$ 0	4,500	0
Issuance of shares for the payment of accrued interest, shares		5,655
Issuance of shares for the payment of accrued interest, amount	7,589	$ 1	7,588	0
Stock based compensation	253,851	0	253,851	0
Settlement of derivative liability	50,582	0	50,582	0
Net loss	(3,410,353)	$ 0	0	(3,410,353)
Balance, shares at Mar. 31, 2023		35,350,571
Balance, amount at Mar. 31, 2023	(5,884,505)	$ 3,535	5,790,739	(11,678,779)
Balance, shares at Dec. 31, 2023		36,270,674
Balance, amount at Dec. 31, 2023	(3,179,653)	$ 3,627	17,873,545	(21,056,825)
Issuance of shares for the payment of accrued interest, shares		28,829
Issuance of shares for the payment of accrued interest, amount	38,382	$ 3	38,379	0
Stock based compensation	1,446,056	0	1,446,056	0
Settlement of derivative liability	0
Net loss	(4,476,442)	$ 0	0	(4,476,442)
Issuance of shares for the cashless exercise of warrants, shares		3,839,559
Issuance of shares for the cashless exercise of warrants, amount	0	$ 384	(384)	0
Issuance of warrants in connection with debt	353,272	$ 0	353,272	0
Balance, shares at Mar. 31, 2024		40,139,062
Balance, amount at Mar. 31, 2024	$ (5,818,385)	$ 4,014	$ 19,710,868	$ (25,533,267)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating activities
Net loss	$ (4,476,442)	$ (3,410,353)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	92,181	25,508
Amortization of debt discount	1,257,345	788,282
Stock issued for services	0	15,000
Stock-based compensation	1,446,056	253,851
Financing costs	0	3,808,565
Change in fair value of derivative liability	0	(2,487,120)
Changes in operating assets and liabilities:
Accounts receivable	224,107	0
Contract assets	(27,956)	341,536
Prepaid expenses and other current assets	(51,426)	(168,830)
Accounts payable	480,025	(19,871)
Accrued expenses	30,711	(235,801)
Contract liabilities	(250,616)	0
Net cash used in operating activities	(1,276,015)	(1,089,233)
Investing activities
Purchase of property and equipment	(34,699)	0
Net cash used in investing activities	(34,699)	0
Financing activities
Proceeds from issuance of convertible notes payable	0	1,804,950
Repayment of notes payable	0	(70,620)
Net cash provided by financing activities	0	1,734,330
Net increase (decrease) in cash	(1,310,714)	645,097
Cash - beginning of period	1,412,379	96,308
Cash - end of period	101,665	741,405
Cash paid for income taxes	0	0
Cash paid for interest	177,831	70,274
Supplemental schedule of non-cash investing and financing activities
Shares issued for settlement of accrued interest	38,382	7,589
Discount on note payable from issuance of warrants	353,272	0
Discount on notes payable from derivative liability	0	1,563,929
Discount on convertible notes payable from derivative liability	0	1,804,950
Accrued interest settled through note payable	0	78,929
Settlement of derivative liability	$ 0	$ 50,582

XML

NATURE OF THE ORGANIZATION AND BUSINESS

3 Months Ended

Mar. 31, 2024

NATURE OF THE ORGANIZATION AND BUSINESS

NATURE OF THE ORGANIZATION AND BUSINESS

NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS

Nature of the Business

On June 8, 2023, Correlate Energy Corp. (the “Company” or “CIPI”) filed a certificate of amendment to its articles of incorporation with the Secretary of State of the State of Nevada pursuant to which it changed its corporate name from Correlate Infrastructure Partners Inc. to Correlate Energy Corp.

The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiary Correlate, Inc. (“Correlate”), a Delaware corporation.

Correlate Energy Corp., together with its subsidiary, is a technology-enabled vertically integrated sales, development, and fulfillment platform focused on distributed clean and resilient energy solutions in North America. 

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and has not generated positive cash flows from operations. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plans with respect to operations include aggressive marketing, acquisitions, and raising additional capital through sales of equity or debt securities as may be necessary to pursue its business plans and sustain operations until such time as the Company can achieve profitability. Management believes that aggressive marketing combined with acquisitions and additional financing as necessary will result in improved operations and cash flow in 2024 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant inter-company transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents as of March 31, 2024 and December 31, 2023.

The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors’ interest and non-interest-bearing accounts. The Company’s cash balances may exceed FDIC limits. The Company has not experienced any losses on these accounts and management does not believe that the Company is exposed to any significant risks.

Accounts Receivable

Accounts receivable consists of invoiced and unpaid sales. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer creditworthiness, and current economic trends. Accounts are considered delinquent when payments have not been received within the agreed upon terms and are written off when management determines that collection is not probable. There were no doubtful accounts as of March 31, 2024 and December 31, 2023.

Contract Assets

The Company’s contracts with customers contain milestone payments which do not coincide with revenue recognition. Accordingly, contract assets consist of earned but unbilled revenues.

Property and Equipment

Property and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed.

Intangible Assets

Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

Impairment Assessment

The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value.

The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. When assessing goodwill for impairment, the Company uses qualitative and, if necessary, quantitative methods in accordance with FASB ASC 350, “Goodwill.”

Customer Deposits

The Company’s contracts with customers contain milestone payments which do not coincide with revenue recognition. Accordingly, customer deposits consist of customer payments received prior to the performance of contractual obligations.

Revenue Recognition

The Company accounts for revenue in accordance with FASB ASC 606, “Revenue from Contracts with Customers.”

A performance obligation is a promise in a contract to transfer a distinct good or service to the client and is the unit of accounting in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the relative standalone selling price. Determining relative standalone selling price and identifying separate performance obligations requires judgment. Contract modifications may occur in the performance of the Company’s contracts. Contracts may be modified to account for changes in the contract specifications, requirements or duration. If a contract modification results in the addition of performance obligations priced at a standalone selling price or if the post-modification services are distinct from the services provided prior to the modification, the modification is accounted for separately. If the modified services are not distinct, they are accounted for as part of the existing contract.

The Company’s revenues are derived from contracts for engineering, procurement and construction services (“EPC”) and consulting. These contracts may have different terms based on the scope, performance obligations and complexity of the engagement, which may require us to make judgments and estimates in recognizing revenues. 

The Company’s performance obligations are satisfied as work progresses or at a point in time (for defined milestones). The selection of the method to measure progress towards completion requires judgment and is based on the contract and the nature of the services to be provided.

The Company’s contracts for EPC services are typically less than one year in duration and require us to a) provide engineering services, b) purchase and obtain materials, and c) install equipment and materials to agreed-upon specifications. The EPC agreement typically may be terminated by either party in connection with a breach of the agreement that has not been timely cured, or at any time by either party provided all payments required to be made to the other party have been made, including expense reimbursement and other costs incurred by the non-terminating party in connection with preparing to provide services pursuant to the EPC agreement. The majority of our contracts provide an integrated service to the customer that includes multiple services: origination, design, analyzing, engineering, equipment procurement, construction, and testing services. For revenue recognition, we do not consider the integrated services to be distinct, combining separate scopes of work into a single commercial benefit for the customer.  As a result, we typically identify a single performance obligation in our contracts. The Company recognizes revenue using the input method, by obtaining information from its subcontractors every reporting period on the progress of the project and multiplying the percentage completed (calculated based on costs incurred to date compared to total estimated costs) by the estimated total project revenue.

The Company’s contracts for consulting services require us to assist the client in achieving certain defined project milestones. The consulting agreements typically may be terminated by either party in connection with a breach of the agreement that has not been timely cured, or at any time by either party provided all payments required to be made to the other party have been made, including expense reimbursement and other costs incurred by the non-terminating party in connection with preparing to provide services pursuant to the agreement. Revenues are recognized over time as the Company performs the consulting services and value is provided to the client.

Financial Instruments

The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in the accompanying condensed consolidated balance sheets approximates fair value.

Fair Value Measurement

ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our condensed consolidated balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair value, but GAAP provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our condensed consolidated balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.”

Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s condensed consolidated balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred.

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

Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company did not have any Level 1, Level 2 or Level 3 assets and liabilities at March 31, 2024 or December 31, 2023.

The following is a summary of activity of Level 3 liabilities during the three months ended March 31, 2023:

Balance - December 31, 2022	$	722,328
Additions		7,172,944
Settlement		(50,582	)
Change in fair value		(2,487,120	)
Balance – March 31, 2023	$	5,357,570

Under the Company’s contract ordering policy, the Company first considers common shares issued and outstanding as well as reserved but unissued equity awards, such as under an equity award program. All remaining equity linked instruments such as, but not limited to, options, warrants, and debt and equity with conversion features are evaluated based on the date of issuance. If the number of shares which may be issued under the Company’s agreements exceed the authorized number of shares or are unable to be determined, equity linked instruments from that date forward are considered to be derivative liabilities until such time as the number of shares which may be issued under the Company’s agreements no longer exceed the authorized number of shares and are able to be determined.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probable that a liability has been incurred and the amount can be reasonably estimated.

Income Taxes

In accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense.

Basic and Diluted Loss Per Share

FASB ASC Topic 260, “Earnings Per Share”, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (“EPS”) computations.

Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

The Company had potential additional dilutive securities outstanding at March 31, 2024 and 2023, as follows.

	March 31,		March 31,
	2024		2023
Options		9,524,068		5,784,068
Warrants		11,589,323		10,517,758
Notes payable		-		877,897
Convertible notes payable		1,476,547		564,048
		22,589,938		17,743,771

Recently Issued Accounting Standards

During the period ended March 31, 2024, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2024

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

NOTE 3 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations.

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DEBT

3 Months Ended

Mar. 31, 2024

DEBT

DEBT

NOTE 4 – DEBT

Convertible Notes Payable

The following table presents a summary of the Company’s convertible notes payable at March 31, 2024

						Balances - At Issuance				Balances - 3/31/2024
Origination	Maturity	Interest			Conversion Rate	Principal		Discount		Principal		Discount
1/24/2023	7/24/2024		14	%	$3.20/Share	$	100,000	$	100,000	$	100,000	$	21,217
1/25/2023	7/25/2024		14	%	$3.20/Share		74,975		74,975		74,975		16,164
1/30/2023	7/30/2024		14	%	$3.20/Share		100,000		100,000		100,000		22,217
2/17/2023	8/17/2024		14	%	$3.20/Share		1,000,000		1,000,000		1,000,000		249,996
3/7/2023	9/7/2024		14	%	$3.20/Share		100,000		100,000		100,000		29,329
3/14/2023	9/10/2024		14	%	$3.20/Share		250,000		250,000		250,000		76,332
3/27/2023	9/27/2024		14	%	$3.20/Share		100,000		100,000		100,000		32,829
3/30/2023	9/30/2024		14	%	$3.20/Share		79,975		79,975		79,975		26,658
4/6/2023	10/6/2024		14	%	$3.20/Share		50,000		50,000		50,000		16,665
4/7/2023	10/7/2024		14	%	$3.20/Share		400,000		400,000		400,000		133,335
5/5/2023	11/5/2024		14	%	$3.20/Share		200,000		200,000		200,000		77,779
5/9/2023	11/9/2024		14	%	$3.20/Share		50,000		50,000		50,000		20,721
5/12/2023	11/12/2024		14	%	$3.20/Share		50,000		50,000		50,000		20,721
6/6/2023	12/6/2024		14	%	$3.20/Share		10,000		10,000		10,000		4,441
6/30/2023	12/30/2024		14	%	$3.20/Share		50,000		28,334		50,000		14,168
7/7/2023	1/7/2025		14	%	$3.20/Share		25,000		14,775		25,000		7,391
7/21/2023	1/21/2025		14	%	$3.20/Share		35,000		20,103		35,000		10,619
7/26/2023	1/26/2025		14	%	$3.20/Share		100,000		56,527		100,000		30,905
8/10/2023	2/10/2025		14	%	$3.20/Share		500,000		268,545		500,000		154,110
8/24/2023	2/24/2023		14	%	$3.20/Share		100,000		60,313		100,000		36,308
8/31/2023	2/28/2025		14	%	$3.20/Share		100,000		60,010		100,000		36,672
10/10/2023	4/10/2025		14	%	$3.20/Share		375,000		246,871		375,000		173,726
11/3/2023	5/3/2025		14	%	$3.20/Share		150,000		115,950		150,000		84,483
11/7/2023	5/7/2025		14	%	$3.20/Share		50,000		38,237		50,000		29,240
11/7/2023	5/7/2025		14	%	$3.20/Share		50,000		38,237		50,000		29,240
11/28/2023	5/28/2025		14	%	$3.20/Share		50,000		36,925		50,000		28,520
12/4/2023	6/4/2025		14	%	$3.20/Share		25,000		18,295		25,000		14,358
12/6/2023	6/8/2025		14	%	$3.20/Share		500,000		358,064		500,000		282,387
12/18/2023	6/18/2025		14	%	$3.20/Share		50,000		35,241		50,000		28,727
										$	4,724,950	$	1,709,258

 The following table presents a summary of the Company’s convertible notes payable at December 31, 2023:

						Balances - At Issuance				Balances - 12/31/2023
Origination	Maturity	Interest			Conversion Rate	Principal		Discount		Principal		Discount
1/24/2023	7/24/2024		14	%	$3.20/Share	$	100,000	$	100,000	$	100,000	$	37,884
1/25/2023	7/25/2024		14	%	$3.20/Share		74,975		74,975		74,975		28,660
1/30/2023	7/30/2024		14	%	$3.20/Share		100,000		100,000		100,000		38,884
2/17/2023	8/17/2024		14	%	$3.20/Share		1,000,000		1,000,000		1,000,000		416,663
3/7/2023	9/7/2024		14	%	$3.20/Share		100,000		100,000		100,000		45,996
3/14/2023	9/10/2024		14	%	$3.20/Share		250,000		250,000		250,000		117,999
3/27/2023	9/27/2024		14	%	$3.20/Share		100,000		100,000		100,000		49,496
3/30/2023	9/30/2024		14	%	$3.20/Share		79,975		79,975		79,975		39,987
4/6/2023	10/6/2024		14	%	$3.20/Share		50,000		50,000		50,000		24,998
4/7/2023	10/7/2024		14	%	$3.20/Share		400,000		400,000		400,000		200,002
5/5/2023	11/5/2024		14	%	$3.20/Share		200,000		200,000		200,000		111,112
5/9/2023	11/9/2024		14	%	$3.20/Share		50,000		50,000		50,000		29,054
5/12/2023	11/12/2024		14	%	$3.20/Share		50,000		50,000		50,000		29,054
6/6/2023	12/6/2024		14	%	$3.20/Share		10,000		10,000		10,000		6,108
6/30/2023	12/30/2024		14	%	$3.20/Share		50,000		28,334		50,000		18,893
7/7/2023	1/7/2025		14	%	$3.20/Share		25,000		14,775		25,000		9,853
7/21/2023	1/21/2025		14	%	$3.20/Share		35,000		20,103		35,000		13,969
7/26/2023	1/26/2025		14	%	$3.20/Share		100,000		56,527		100,000		40,326
8/10/2023	2/10/2025		14	%	$3.20/Share		500,000		268,545		500,000		198,867
8/24/2023	2/24/2023		14	%	$3.20/Share		100,000		60,313		100,000		46,360
8/31/2023	2/28/2025		14	%	$3.20/Share		100,000		60,010		100,000		46,674
10/10/2023	4/10/2025		14	%	$3.20/Share		375,000		246,871		375,000		214,871
11/3/2023	5/3/2025		14	%	$3.20/Share		150,000		115,950		150,000		103,808
11/7/2023	5/7/2025		14	%	$3.20/Share		50,000		38,237		50,000		35,613
11/7/2023	5/7/2025		14	%	$3.20/Share		50,000		38,237		50,000		35,613
11/28/2023	5/28/2025		14	%	$3.20/Share		50,000		36,925		50,000		34,674
12/4/2023	6/4/2025		14	%	$3.20/Share		25,000		18,295		25,000		17,407
12/6/2023	6/8/2025		14	%	$3.20/Share		500,000		358,064		500,000		342,064
12/18/2023	6/18/2025		14	%	$3.20/Share		50,000		35,241		50,000		34,594
										$	4,724,950	$	2,369,483

Notes Payable

From January 29, 2024 to March 29, 2024, the Company and seven holders of notes payable which matured between January 29, 2024 and March 29, 2024, agreed to extend the maturity of the note payables, which had outstanding principal balances totaling $580,000, by six months. The Company accounted for each amendment as an extinguishment of existing debt and issuance of new debt pursuant to ASC 470-50-40. In connection with the amendments, the Company agreed to extend the exercise date of 580,000 warrants to purchase shares of common stock, originally issued with the notes payable and set to expire on the maturity date of the notes payable, exercisable at $1.00 per share by approximately three years. The extension of the warrants, which were valued at $906,669, resulted in a discount on the notes totaling $353,271 pursuant to ASC 470-20-30.

The following table presents a summary of the Company’s notes payable at March 31, 2024:

					Balances - At Issuance				Balances - 3/31/2024
Origination	Maturity	Interest			Principal		Discount		Principal		Discount
5/29/2020	3/31/2050		4	%	$	20,400	$	-	$	20,400	$	-
7/29/2022	7/29/2024		10	%		50,000		29,664		50,000		19,929
8/11/2022	8/11/2024		10	%		150,000		88,247		150,000		68,738
8/15/2022	8/18/2024		10	%		50,000		29,513		50,000		22,994
8/31/2022	8/31/2024		10	%		80,000		45,827		80,000		39,941
9/1/2022	9/1/2024		10	%		50,000		29,922		50,000		24,963
9/7/2022	9/7/2024		10	%		50,000		29,922		50,000		25,994
9/12/2022	9/12/2024		10	%		50,000		30,316		50,000		26,954
9/29/2022	9/29/2024		10	%		100,000		59,839		100,000		59,254
11/9/2022	5/9/2024		10	%		25,000		25,000		25,000		2,328
11/15/2022	5/15/2024		10	%		100,000		100,000		100,000		9,313
7/10/2023	7/8/2024		14	%		1,563,929		1,563,929		1,563,929		515,300
									$	2,289,329	$	815,708

The following table presents a summary of the Company’s notes payable at December 31, 2023:

					Balances - At Issuance				Balances - 12/31/2023
Origination	Maturity	Interest			Principal		Discount		Principal		Discount
5/29/2020	3/31/2050		4	%	$	20,400	$	-	$	20,400	$	-
7/29/2022	1/29/2024		10	%		50,000		29,664		50,000		1,648
8/11/2022	2/11/2024		10	%		150,000		88,247		150,000		7,876
8/15/2022	2/15/2024		10	%		50,000		29,513		50,000		2,630
8/31/2022	2/28/2024		10	%		80,000		45,827		80,000		5,091
9/1/2022	3/1/2024		10	%		50,000		29,922		50,000		3,661
9/7/2022	3/7/2024		10	%		50,000		29,922		50,000		3,658
9/12/2022	3/12/2024		10	%		50,000		30,316		50,000		4,382
9/29/2022	3/29/2024		10	%		100,000		59,839		100,000		9,974
11/9/2022	5/9/2024		10	%		25,000		25,000		25,000		6,372
11/15/2022	5/15/2024		10	%		100,000		100,000		100,000		25,486
12/8/2023	7/8/2024		14	%		1,563,929		1,563,929		1,563,929		988,778
									$	2,289,329	$	1,059,556

Line of Credit

On October 3, 2014, Loyal entered into a $30,000 line of credit agreement with a former member of Loyal. The line of credit has no maturity with interest at 8.00%. As of March 31, 2024 and December 31, 2023, the outstanding principal and accrued interest totaled $32,611 and $33,021, respectively. 

Future Maturities

The table below summarizes future maturities of the Company’s debt as of March 31, 2024:

December 31,	Amount
2024	$	4,943,879
2025		2,110,000
2026		-
2027		-
2028		-
Thereafter		20,400
		7,074,279
Less - Discounts		(2,524,966	)
	$	4,549,313

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EQUITY

3 Months Ended

Mar. 31, 2024

EQUITY

EQUITY

NOTE 5 – EQUITY

Common Stock

During February 2024, the Company paid $38,382 in accrued interest due to noteholders by issuing 28,829 shares of common stock.

Warrants

During the period ended March 31, 2024, the Company calculated the fair value of the warrants granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rates ranging from 4.10% to 4.44%; volatility ranging from 291% to 302% based on the historical volatility of the Company’s common stock; exercise prices of $1.00; and terms of 36 months.

From January 10, 2024, to February 20, 2024, eight warrant holders cashless exercised a total of 5,457,500 warrants to purchase common stock, resulting in the issuance of 3,839,559 shares of common stock.

The table below summarizes the Company’s warrants for the period ended March 31, 2024:

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Life (in years)
Warrants as of December 31, 2023		17,046,823		$	0.76		1.73
Issued		-		$	-		-
Forfeited		-		$	-		-
Exercised		(5,457,500	)	$	0.54		2.22
Warrants as of March 31, 2024		11,589,323		$	0.86		2.09

At March 31, 2024, warrants to purchase 11,276,823 shares of common stock were vested and warrants to purchase 312,500 shares of common stock remained unvested. The Company expects to incur expenses for the unvested warrants totaling $205,895 as they vest.

Options

During the period ended March 31, 2024, the Company calculated the fair value of the options granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rate of 3.97%; volatility of 267% based on the historical volatility of the Company’s common stock; exercise price of $1.95; and terms of 5 years. The fair value of options granted is expensed as vesting occurs over the applicable service periods.

The following table summarizes the Company’s options for the period ended March 31, 2024:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (in years)
Options as of December 31, 2023		9,024,068	$	0.83		3.77
Issued		500,000	$	1.95		5.00
Forfeited		-	$	-		-
Exercised		-	$	-		-
Options as of March 31, 2024		9,524,068	$	0.89		3.58

At March 31, 2024, options to purchase 6,392,176 shares of common stock were vested and options to purchase 3,131,892 shares of common stock remained unvested. The Company expects to incur expenses for the unvested options totaling $2,230,147 as they vest.

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 6 – RELATED PARTY TRANSACTIONS

Shareholder Advances and Payables

At March 31, 2024 and December 31, 2023, the Company had advances payable of $22,154, respectively, due to the Company’s President and CEO, Mr. Todd Michaels. Mr. Michaels is also a member of the Company’s Board of Directors.

At March 31, 2024 and December 31, 2023, the Company had advances payable of $11,865 due to a significant shareholder.

At March 31, 2024 and December 31, 2023, the Company had advances payable of $62,500 due to the Company’s largest shareholder.

At March 31, 2024 and December 31, 2023, the Company had accounts payable of $258,000 due to Elysian Fields Disposal, LLC, an entity owned by the Company’s largest shareholder.

At March 31, 2024 and December 31, 2023, the Company had accounts payable of $78,346 due to Loutex Production Company, an entity owned by the Company’s largest shareholder.

At March 31, 2024 and December 31, 2023, the Company had accounts payable of $170,000 and $120,000, respectively, due to P&C Ventures, Inc. The Company incurred $60,000 of operating expenses with P&C Ventures Inc. during the period ended March 31, 2024. Mr. Cory Hunt, who was named a director of the Company on December 28, 2021, is an officer of P&C Ventures, Inc.

Michaels Consulting

At March 31, 2024 and December 31, 2023, the Company had accounts payable of $344,000 due to Michaels Consulting, an entity owned by the wife of Mr. Michaels.

Notes Payable

During January 2022, the Company entered into a note agreement with P&C Ventures, Inc. totaling $1,485,000 and issued 2,700,000 warrants related to the note, as disclosed in Note 4. During January 2023, the Company amended the January 2022 note agreement with P&C Ventures, Inc. and issued warrants related to the amendment, as disclosed in Note 4. During July 2023, the Company amended the January 2023 agreement and modified warrants related to the original note, as disclosed in Note 4. During December 2023, the Company amended the July 2023 agreement and modified warrants related to the original note, as disclosed in Note 4.

P&C Ventures, Inc. is the holder of the $1,563,929 note maturing on July 8, 2024 (Note 4).

The wife of Mr. Michaels is the holder of the $50,000 note maturing on September 7, 2024 (Note 4). This note was one of the notes extended during March 2024, as detailed in Note 4. The Company accounted for the amendment as an extinguishment of existing debt and issuance of new debt pursuant to ASC 470-50-40. In connection with the amendment, the Company agreed to extend the exercise date of 50,000 warrants to purchase shares of common stock, originally issued with the note payable and set to expire on the maturity date of the note payable, exercisable at $1.00 per share by approximately three years. The extension of the warrants, which were valued at $73,725, resulted in a discount on the notes totaling $29,794 pursuant to ASC 470-20-30.

The Company’s largest shareholder is the holder of the $25,000 note maturing on May 9, 2024 (Note 4). 

Convertible Notes Payable

Mr. Michaels is the holder of the $100,000 convertible note maturing on July 24, 2024 (Note 4).

Director Options

During January 2024, two of the Company’s directors, Dr. Christine Gulbranson and Alina Zagaytova, each received 250,000 options (Note 5) valued at approximately $474,000. The options vested immediately upon issuance.

Accrued Bonus

At March 31, 2024 and December 31, 2023, the Company had accrued bonus compensation for its CEO, CFO and former CFO of approximately $150,000, $50,000 and $115,000, respectively.

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INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2024

INTANGIBLE ASSETS

INTANGIBLE ASSETS

NOTE 7 – INTANGIBLE ASSETS

The Company’s intangible assets as of March 31, 2024 are summarized as follows:

				Accumulated
Type	Useful Life	Amount		Amortization		Net
Development rights	2-3 years	$	769,383	$	237,880	$	531,503
Customer relationships	5 years		233,800		105,210		128,590
		$	1,003,183	$	343,090	$	660,093

The Company’s intangible assets as of December 31, 2023, are summarized as follows:

				Accumulated
Type	Useful Life	Amount		Amortization		Net
Development rights	2-3 years	$	769,383	$	169,599	$	599,784
Customer relationships	5 years		233,800		93,520		140,280
		$	1,003,183	$	263,119	$	740,064

Future amortization of the Company’s intangible assets as of March 31, 2024 are as follows:

December 31,	Amount
2024	$	239,913
2025		286,852
2026		133,328
	$	660,093

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS

On April 10, 2024, the Company received funding from a Bridge Loan and Security Agreement (“Agreement”) entered into with Clearview Funding Group LLC (“Lender”) on March 26, 2024.  Pursuant to the terms of the Agreement, the Company borrowed an aggregate of $800,000 from the Lender and is required to repay to Lender a total of $1,080,000 (“Repayment Amount”). The Repayment Amount will be made to Lender over a period of forty-eight (48) weeks on a weekly basis.  The Company shall pay $7,375 per week during the first twelve weeks and $27,375 per week for the next thirty-six weeks.  In connection with the Agreement, the Company has granted a security interest to Lender in certain of the Company’s assets, subject to prior security interests as more fully described in the Agreement, as collateral for the repayment of the Repayment Amount. The Company may prepay the then outstanding Repayment Amount at any time, however, if the Company seeks to repay the Repayment Amount within 120 days from April 10, 2024 the Lender has agreed to provide the Company an early prepayment discount.  In connection with the Agreement, the Company agreed to issue 100,000 shares of its common stock to the Lender as a commitment fee. The proceeds received from this Agreement will be used for general corporate purposes.

On May 9, 2024, the Company entered into a $100,000 note agreement. The note requires monthly interest payments at a rate of 2% per month with the principal due at maturity on July 5, 2024. In connection with the note agreement, the Company issued a total of 100,000 warrants exercisable at $0.85 per share, as adjusted for stock splits and other adjustments. The warrants were fully vested at issuance and expire May 9, 2027.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant inter-company transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents as of March 31, 2024 and December 31, 2023.

The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors’ interest and non-interest-bearing accounts. The Company’s cash balances may exceed FDIC limits. The Company has not experienced any losses on these accounts and management does not believe that the Company is exposed to any significant risks.

Accounts Receivable

Accounts receivable consists of invoiced and unpaid sales. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer creditworthiness, and current economic trends. Accounts are considered delinquent when payments have not been received within the agreed upon terms and are written off when management determines that collection is not probable. There were no doubtful accounts as of March 31, 2024 and December 31, 2023.

Contract Assets

The Company’s contracts with customers contain milestone payments which do not coincide with revenue recognition. Accordingly, contract assets consist of earned but unbilled revenues.

Property and Equipment

Property and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed.

Intangible Assets

Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.

Impairment Assessment

The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value.

The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. When assessing goodwill for impairment, the Company uses qualitative and, if necessary, quantitative methods in accordance with FASB ASC 350, “Goodwill.”

Customer Deposits

The Company’s contracts with customers contain milestone payments which do not coincide with revenue recognition. Accordingly, customer deposits consist of customer payments received prior to the performance of contractual obligations.

Revenue Recognition

The Company accounts for revenue in accordance with FASB ASC 606, “Revenue from Contracts with Customers.”

A performance obligation is a promise in a contract to transfer a distinct good or service to the client and is the unit of accounting in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the relative standalone selling price. Determining relative standalone selling price and identifying separate performance obligations requires judgment. Contract modifications may occur in the performance of the Company’s contracts. Contracts may be modified to account for changes in the contract specifications, requirements or duration. If a contract modification results in the addition of performance obligations priced at a standalone selling price or if the post-modification services are distinct from the services provided prior to the modification, the modification is accounted for separately. If the modified services are not distinct, they are accounted for as part of the existing contract.

The Company’s revenues are derived from contracts for engineering, procurement and construction services (“EPC”) and consulting. These contracts may have different terms based on the scope, performance obligations and complexity of the engagement, which may require us to make judgments and estimates in recognizing revenues. 

The Company’s performance obligations are satisfied as work progresses or at a point in time (for defined milestones). The selection of the method to measure progress towards completion requires judgment and is based on the contract and the nature of the services to be provided.

The Company’s contracts for EPC services are typically less than one year in duration and require us to a) provide engineering services, b) purchase and obtain materials, and c) install equipment and materials to agreed-upon specifications. The EPC agreement typically may be terminated by either party in connection with a breach of the agreement that has not been timely cured, or at any time by either party provided all payments required to be made to the other party have been made, including expense reimbursement and other costs incurred by the non-terminating party in connection with preparing to provide services pursuant to the EPC agreement. The majority of our contracts provide an integrated service to the customer that includes multiple services: origination, design, analyzing, engineering, equipment procurement, construction, and testing services. For revenue recognition, we do not consider the integrated services to be distinct, combining separate scopes of work into a single commercial benefit for the customer.  As a result, we typically identify a single performance obligation in our contracts. The Company recognizes revenue using the input method, by obtaining information from its subcontractors every reporting period on the progress of the project and multiplying the percentage completed (calculated based on costs incurred to date compared to total estimated costs) by the estimated total project revenue.

The Company’s contracts for consulting services require us to assist the client in achieving certain defined project milestones. The consulting agreements typically may be terminated by either party in connection with a breach of the agreement that has not been timely cured, or at any time by either party provided all payments required to be made to the other party have been made, including expense reimbursement and other costs incurred by the non-terminating party in connection with preparing to provide services pursuant to the agreement. Revenues are recognized over time as the Company performs the consulting services and value is provided to the client.

Financial Instruments

The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in the accompanying condensed consolidated balance sheets approximates fair value.

Fair Value Measurement

ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our condensed consolidated balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair value, but GAAP provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our condensed consolidated balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.”

Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s condensed consolidated balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred.

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

Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company did not have any Level 1, Level 2 or Level 3 assets and liabilities at March 31, 2024 or December 31, 2023.

The following is a summary of activity of Level 3 liabilities during the three months ended March 31, 2023:

Balance - December 31, 2022	$	722,328
Additions		7,172,944
Settlement		(50,582	)
Change in fair value		(2,487,120	)
Balance – March 31, 2023	$	5,357,570

Under the Company’s contract ordering policy, the Company first considers common shares issued and outstanding as well as reserved but unissued equity awards, such as under an equity award program. All remaining equity linked instruments such as, but not limited to, options, warrants, and debt and equity with conversion features are evaluated based on the date of issuance. If the number of shares which may be issued under the Company’s agreements exceed the authorized number of shares or are unable to be determined, equity linked instruments from that date forward are considered to be derivative liabilities until such time as the number of shares which may be issued under the Company’s agreements no longer exceed the authorized number of shares and are able to be determined.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probable that a liability has been incurred and the amount can be reasonably estimated.

Income Taxes

In accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense.

Basic and Diluted Loss Per Share

FASB ASC Topic 260, “Earnings Per Share”, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (“EPS”) computations.

Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

The Company had potential additional dilutive securities outstanding at March 31, 2024 and 2023, as follows.

	March 31,		March 31,
	2024		2023
Options		9,524,068		5,784,068
Warrants		11,589,323		10,517,758
Notes payable		-		877,897
Convertible notes payable		1,476,547		564,048
		22,589,938		17,743,771

Recently Issued Accounting Standards

During the period ended March 31, 2024, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Fair Value Measurement

Balance - December 31, 2022	$	722,328
Additions		7,172,944
Settlement		(50,582	)
Change in fair value		(2,487,120	)
Balance – March 31, 2023	$	5,357,570

Schedule of potential additional dilutive securities outstanding

	March 31,		March 31,
	2024		2023
Options		9,524,068		5,784,068
Warrants		11,589,323		10,517,758
Notes payable		-		877,897
Convertible notes payable		1,476,547		564,048
		22,589,938		17,743,771

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DEBT (Tables)

3 Months Ended

Mar. 31, 2024

DEBT

Summary of the Company's notes payable

					Balances - At Issuance				Balances - 3/31/2024
Origination	Maturity	Interest			Principal		Discount		Principal		Discount
5/29/2020	3/31/2050		4	%	$	20,400	$	-	$	20,400	$	-
7/29/2022	7/29/2024		10	%		50,000		29,664		50,000		19,929
8/11/2022	8/11/2024		10	%		150,000		88,247		150,000		68,738
8/15/2022	8/18/2024		10	%		50,000		29,513		50,000		22,994
8/31/2022	8/31/2024		10	%		80,000		45,827		80,000		39,941
9/1/2022	9/1/2024		10	%		50,000		29,922		50,000		24,963
9/7/2022	9/7/2024		10	%		50,000		29,922		50,000		25,994
9/12/2022	9/12/2024		10	%		50,000		30,316		50,000		26,954
9/29/2022	9/29/2024		10	%		100,000		59,839		100,000		59,254
11/9/2022	5/9/2024		10	%		25,000		25,000		25,000		2,328
11/15/2022	5/15/2024		10	%		100,000		100,000		100,000		9,313
7/10/2023	7/8/2024		14	%		1,563,929		1,563,929		1,563,929		515,300
									$	2,289,329	$	815,708

					Balances - At Issuance				Balances - 12/31/2023
Origination	Maturity	Interest			Principal		Discount		Principal		Discount
5/29/2020	3/31/2050		4	%	$	20,400	$	-	$	20,400	$	-
7/29/2022	1/29/2024		10	%		50,000		29,664		50,000		1,648
8/11/2022	2/11/2024		10	%		150,000		88,247		150,000		7,876
8/15/2022	2/15/2024		10	%		50,000		29,513		50,000		2,630
8/31/2022	2/28/2024		10	%		80,000		45,827		80,000		5,091
9/1/2022	3/1/2024		10	%		50,000		29,922		50,000		3,661
9/7/2022	3/7/2024		10	%		50,000		29,922		50,000		3,658
9/12/2022	3/12/2024		10	%		50,000		30,316		50,000		4,382
9/29/2022	3/29/2024		10	%		100,000		59,839		100,000		9,974
11/9/2022	5/9/2024		10	%		25,000		25,000		25,000		6,372
11/15/2022	5/15/2024		10	%		100,000		100,000		100,000		25,486
12/8/2023	7/8/2024		14	%		1,563,929		1,563,929		1,563,929		988,778
									$	2,289,329	$	1,059,556

Summary of the Company's convertible notes payable

						Balances - At Issuance				Balances - 3/31/2024
Origination	Maturity	Interest			Conversion Rate	Principal		Discount		Principal		Discount
1/24/2023	7/24/2024		14	%	$3.20/Share	$	100,000	$	100,000	$	100,000	$	21,217
1/25/2023	7/25/2024		14	%	$3.20/Share		74,975		74,975		74,975		16,164
1/30/2023	7/30/2024		14	%	$3.20/Share		100,000		100,000		100,000		22,217
2/17/2023	8/17/2024		14	%	$3.20/Share		1,000,000		1,000,000		1,000,000		249,996
3/7/2023	9/7/2024		14	%	$3.20/Share		100,000		100,000		100,000		29,329
3/14/2023	9/10/2024		14	%	$3.20/Share		250,000		250,000		250,000		76,332
3/27/2023	9/27/2024		14	%	$3.20/Share		100,000		100,000		100,000		32,829
3/30/2023	9/30/2024		14	%	$3.20/Share		79,975		79,975		79,975		26,658
4/6/2023	10/6/2024		14	%	$3.20/Share		50,000		50,000		50,000		16,665
4/7/2023	10/7/2024		14	%	$3.20/Share		400,000		400,000		400,000		133,335
5/5/2023	11/5/2024		14	%	$3.20/Share		200,000		200,000		200,000		77,779
5/9/2023	11/9/2024		14	%	$3.20/Share		50,000		50,000		50,000		20,721
5/12/2023	11/12/2024		14	%	$3.20/Share		50,000		50,000		50,000		20,721
6/6/2023	12/6/2024		14	%	$3.20/Share		10,000		10,000		10,000		4,441
6/30/2023	12/30/2024		14	%	$3.20/Share		50,000		28,334		50,000		14,168
7/7/2023	1/7/2025		14	%	$3.20/Share		25,000		14,775		25,000		7,391
7/21/2023	1/21/2025		14	%	$3.20/Share		35,000		20,103		35,000		10,619
7/26/2023	1/26/2025		14	%	$3.20/Share		100,000		56,527		100,000		30,905
8/10/2023	2/10/2025		14	%	$3.20/Share		500,000		268,545		500,000		154,110
8/24/2023	2/24/2023		14	%	$3.20/Share		100,000		60,313		100,000		36,308
8/31/2023	2/28/2025		14	%	$3.20/Share		100,000		60,010		100,000		36,672
10/10/2023	4/10/2025		14	%	$3.20/Share		375,000		246,871		375,000		173,726
11/3/2023	5/3/2025		14	%	$3.20/Share		150,000		115,950		150,000		84,483
11/7/2023	5/7/2025		14	%	$3.20/Share		50,000		38,237		50,000		29,240
11/7/2023	5/7/2025		14	%	$3.20/Share		50,000		38,237		50,000		29,240
11/28/2023	5/28/2025		14	%	$3.20/Share		50,000		36,925		50,000		28,520
12/4/2023	6/4/2025		14	%	$3.20/Share		25,000		18,295		25,000		14,358
12/6/2023	6/8/2025		14	%	$3.20/Share		500,000		358,064		500,000		282,387
12/18/2023	6/18/2025		14	%	$3.20/Share		50,000		35,241		50,000		28,727
										$	4,724,950	$	1,709,258

						Balances - At Issuance				Balances - 12/31/2023
Origination	Maturity	Interest			Conversion Rate	Principal		Discount		Principal		Discount
1/24/2023	7/24/2024		14	%	$3.20/Share	$	100,000	$	100,000	$	100,000	$	37,884
1/25/2023	7/25/2024		14	%	$3.20/Share		74,975		74,975		74,975		28,660
1/30/2023	7/30/2024		14	%	$3.20/Share		100,000		100,000		100,000		38,884
2/17/2023	8/17/2024		14	%	$3.20/Share		1,000,000		1,000,000		1,000,000		416,663
3/7/2023	9/7/2024		14	%	$3.20/Share		100,000		100,000		100,000		45,996
3/14/2023	9/10/2024		14	%	$3.20/Share		250,000		250,000		250,000		117,999
3/27/2023	9/27/2024		14	%	$3.20/Share		100,000		100,000		100,000		49,496
3/30/2023	9/30/2024		14	%	$3.20/Share		79,975		79,975		79,975		39,987
4/6/2023	10/6/2024		14	%	$3.20/Share		50,000		50,000		50,000		24,998
4/7/2023	10/7/2024		14	%	$3.20/Share		400,000		400,000		400,000		200,002
5/5/2023	11/5/2024		14	%	$3.20/Share		200,000		200,000		200,000		111,112
5/9/2023	11/9/2024		14	%	$3.20/Share		50,000		50,000		50,000		29,054
5/12/2023	11/12/2024		14	%	$3.20/Share		50,000		50,000		50,000		29,054
6/6/2023	12/6/2024		14	%	$3.20/Share		10,000		10,000		10,000		6,108
6/30/2023	12/30/2024		14	%	$3.20/Share		50,000		28,334		50,000		18,893
7/7/2023	1/7/2025		14	%	$3.20/Share		25,000		14,775		25,000		9,853
7/21/2023	1/21/2025		14	%	$3.20/Share		35,000		20,103		35,000		13,969
7/26/2023	1/26/2025		14	%	$3.20/Share		100,000		56,527		100,000		40,326
8/10/2023	2/10/2025		14	%	$3.20/Share		500,000		268,545		500,000		198,867
8/24/2023	2/24/2023		14	%	$3.20/Share		100,000		60,313		100,000		46,360
8/31/2023	2/28/2025		14	%	$3.20/Share		100,000		60,010		100,000		46,674
10/10/2023	4/10/2025		14	%	$3.20/Share		375,000		246,871		375,000		214,871
11/3/2023	5/3/2025		14	%	$3.20/Share		150,000		115,950		150,000		103,808
11/7/2023	5/7/2025		14	%	$3.20/Share		50,000		38,237		50,000		35,613
11/7/2023	5/7/2025		14	%	$3.20/Share		50,000		38,237		50,000		35,613
11/28/2023	5/28/2025		14	%	$3.20/Share		50,000		36,925		50,000		34,674
12/4/2023	6/4/2025		14	%	$3.20/Share		25,000		18,295		25,000		17,407
12/6/2023	6/8/2025		14	%	$3.20/Share		500,000		358,064		500,000		342,064
12/18/2023	6/18/2025		14	%	$3.20/Share		50,000		35,241		50,000		34,594
										$	4,724,950	$	2,369,483

Summary of future maturities of company debt

December 31,	Amount
2024	$	4,943,879
2025		2,110,000
2026		-
2027		-
2028		-
Thereafter		20,400
		7,074,279
Less - Discounts		(2,524,966	)
	$	4,549,313

XML

EQUITY (Tables)

3 Months Ended

Mar. 31, 2024

EQUITY

Schedule of company's warrants

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Life (in years)
Warrants as of December 31, 2023		17,046,823		$	0.76		1.73
Issued		-		$	-		-
Forfeited		-		$	-		-
Exercised		(5,457,500	)	$	0.54		2.22
Warrants as of March 31, 2024		11,589,323		$	0.86		2.09

Schedule of company's options

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (in years)
Options as of December 31, 2023		9,024,068	$	0.83		3.77
Issued		500,000	$	1.95		5.00
Forfeited		-	$	-		-
Exercised		-	$	-		-
Options as of March 31, 2024		9,524,068	$	0.89		3.58

XML

INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2024

INTANGIBLE ASSETS

Summary of intangible assets

				Accumulated
Type	Useful Life	Amount		Amortization		Net
Development rights	2-3 years	$	769,383	$	237,880	$	531,503
Customer relationships	5 years		233,800		105,210		128,590
		$	1,003,183	$	343,090	$	660,093

				Accumulated
Type	Useful Life	Amount		Amortization		Net
Development rights	2-3 years	$	769,383	$	169,599	$	599,784
Customer relationships	5 years		233,800		93,520		140,280
		$	1,003,183	$	263,119	$	740,064

Schedule of Future amortization of the intangible assets

December 31,	Amount
2024	$	239,913
2025		286,852
2026		133,328
	$	660,093

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Balance at beginning	$ 722,328
Additions	7,172,944
Settlement	(50,582)
Change in fair value	(2,487,120)
Balance at end	$ 5,357,570

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Options	9,524,068	5,784,068
Warrants	11,589,323	10,517,758
Notes payable	$ 0	$ 877,897
Convertible notes payable	$ 1,476,547	$ 564,048
Dilutive Securities	22,589,938	17,743,771

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Allowance for doubtful accounts	$ 0	$ 0
Federal Deposit Insurance Corporation ("FDIC")	$ 250,000

XML

DEBT (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Principal	$ 4,724,950	$ 4,724,950
Discount	1,709,258	2,369,483
Convertible Notes Payable [Member]
Principal amount	100,000	100,000
Debt Discount	100,000	100,000
Principal	100,000	100,000
Discount	$ 21,217	$ 37,884
Origination date	Jan. 24, 2023	Jan. 24, 2023
Maturity date	Jul. 24, 2024	Jul. 24, 2024
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable One [Member]
Principal amount	$ 74,975	$ 74,975
Debt Discount	74,975	74,975
Principal	74,975	74,975
Discount	$ 16,164	$ 28,660
Origination date	Jan. 25, 2023	Jan. 25, 2023
Maturity date	Jul. 25, 2024	Jul. 25, 2024
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Two [Member]
Principal amount	$ 100,000	$ 100,000
Debt Discount	100,000	100,000
Principal	100,000	100,000
Discount	$ 22,217	$ 38,884
Origination date	Jan. 30, 2023	Jan. 30, 2023
Maturity date	Jul. 30, 2024	Jul. 30, 2024
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Three [Member]
Principal amount	$ 1,000,000	$ 1,000,000
Debt Discount	1,000,000	1,000,000
Principal	1,000,000	1,000,000
Discount	$ 249,996	$ 416,663
Origination date	Feb. 17, 2023	Feb. 17, 2023
Maturity date	Aug. 17, 2024	Aug. 17, 2024
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Four [Member]
Principal amount	$ 100,000	$ 100,000
Debt Discount	100,000	100,000
Principal	100,000	100,000
Discount	$ 29,329	$ 45,996
Origination date	Mar. 07, 2023	Mar. 07, 2023
Maturity date	Sep. 07, 2024	Sep. 07, 2024
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Five [Member]
Principal amount	$ 250,000	$ 250,000
Debt Discount	250,000	250,000
Principal	250,000	250,000
Discount	$ 76,332	$ 117,999
Origination date	Mar. 14, 2023	Mar. 14, 2023
Maturity date	Sep. 10, 2024	Sep. 10, 2024
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Six [Member]
Principal amount	$ 100,000	$ 100,000
Debt Discount	100,000	100,000
Principal	100,000	100,000
Discount	$ 32,829	$ 49,496
Origination date	Mar. 27, 2023	Mar. 27, 2023
Maturity date	Sep. 27, 2024	Sep. 27, 2024
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Seven [Member]
Principal amount	$ 79,975	$ 79,975
Debt Discount	79,975	79,975
Principal	79,975	79,975
Discount	$ 26,658	$ 39,987
Origination date	Mar. 30, 2023	Mar. 30, 2023
Maturity date	Sep. 30, 2024	Sep. 30, 2024
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Eight [Member]
Principal amount	$ 50,000	$ 50,000
Debt Discount	50,000	50,000
Principal	50,000	50,000
Discount	$ 16,665	$ 24,998
Origination date	Apr. 06, 2023	Apr. 06, 2023
Maturity date	Oct. 06, 2024	Oct. 06, 2024
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Nine [Member]
Principal amount	$ 400,000	$ 400,000
Debt Discount	400,000	400,000
Principal	400,000	400,000
Discount	$ 133,335	$ 200,002
Origination date	Apr. 07, 2023	Apr. 07, 2023
Maturity date	Oct. 07, 2024	Oct. 07, 2024
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Ten [Member]
Principal amount	$ 200,000	$ 200,000
Debt Discount	200,000	200,000
Principal	200,000	200,000
Discount	$ 77,779	$ 111,112
Origination date	May 05, 2023	May 05, 2023
Maturity date	Nov. 05, 2024	Nov. 05, 2024
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Eleven [Member]
Principal amount	$ 50,000	$ 50,000
Debt Discount	50,000	50,000
Principal	50,000	50,000
Discount	$ 20,721	$ 29,054
Origination date	May 09, 2023	May 09, 2023
Maturity date	Nov. 09, 2024	Nov. 09, 2024
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Twelve [Member]
Principal amount	$ 50,000	$ 50,000
Debt Discount	50,000	50,000
Principal	50,000	50,000
Discount	$ 20,721	$ 29,054
Origination date	May 12, 2023	May 12, 2023
Maturity date	Nov. 12, 2024	Nov. 12, 2024
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Thirteen [Member]
Principal amount	$ 10,000	$ 10,000
Debt Discount	10,000	10,000
Principal	10,000	10,000
Discount	$ 4,441	$ 6,108
Origination date	Jun. 06, 2023	Jun. 06, 2023
Maturity date	Dec. 06, 2024	Dec. 06, 2024
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Fourteen [Member]
Principal amount	$ 50,000	$ 50,000
Debt Discount	28,334	28,334
Principal	50,000	50,000
Discount	$ 14,168	$ 18,893
Origination date	Jun. 30, 2023	Jun. 30, 2023
Maturity date	Dec. 30, 2024	Dec. 30, 2024
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Fifteen [Member]
Principal amount	$ 25,000	$ 25,000
Debt Discount	14,775	14,775
Principal	25,000	25,000
Discount	$ 7,391	$ 9,853
Origination date	Jul. 07, 2023	Jul. 07, 2023
Maturity date	Jan. 07, 2025	Jan. 07, 2025
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Sixteen [Member]
Principal amount	$ 35,000	$ 35,000
Debt Discount	20,103	20,103
Principal	35,000	35,000
Discount	$ 10,619	$ 13,969
Origination date	Jul. 21, 2023	Jul. 21, 2023
Maturity date	Jan. 21, 2025	Jan. 21, 2025
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Seventeen [Member]
Principal amount	$ 100,000	$ 100,000
Debt Discount	56,527	56,527
Principal	100,000	100,000
Discount	$ 30,905	$ 40,326
Origination date	Jul. 26, 2023	Jul. 26, 2023
Maturity date	Jan. 26, 2025	Jan. 26, 2025
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Eighteen [Member]
Principal amount	$ 500,000	$ 500,000
Debt Discount	268,545	268,545
Principal	500,000	500,000
Discount	$ 154,110	$ 198,867
Origination date	Aug. 10, 2023	Aug. 10, 2023
Maturity date	Feb. 10, 2025	Feb. 10, 2025
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Ninteen [Member]
Principal amount	$ 100,000	$ 100,000
Debt Discount	60,313	60,313
Principal	100,000	100,000
Discount	$ 36,308	$ 46,360
Origination date	Aug. 24, 2023	Aug. 24, 2023
Maturity date	Feb. 24, 2023	Feb. 24, 2023
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Twenty [Member]
Principal amount	$ 100,000	$ 100,000
Debt Discount	60,010	60,010
Principal	100,000	100,000
Discount	$ 36,672	$ 46,674
Origination date	Aug. 31, 2023	Aug. 31, 2023
Maturity date	Feb. 28, 2025	Feb. 28, 2025
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Twenty One [Member]
Principal amount	$ 375,000	$ 375,000
Debt Discount	246,871	246,871
Principal	375,000	375,000
Discount	$ 173,726	$ 214,871
Origination date	Oct. 10, 2023	Oct. 10, 2023
Maturity date	Apr. 10, 2025	Apr. 10, 2025
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Twenty Two [Member]
Principal amount	$ 150,000	$ 150,000
Debt Discount	115,950	115,950
Principal	150,000	150,000
Discount	$ 84,483	$ 103,808
Origination date	Nov. 03, 2023	Nov. 03, 2023
Maturity date	May 03, 2025	May 03, 2025
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Twenty Three [Member]
Principal amount	$ 50,000	$ 50,000
Debt Discount	38,237	38,237
Principal	50,000	50,000
Discount	$ 29,240	$ 35,613
Origination date	Nov. 07, 2023	Nov. 07, 2023
Maturity date	May 07, 2025	May 07, 2025
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Twenty Four [Member]
Principal amount	$ 50,000	$ 50,000
Debt Discount	38,237	38,237
Principal	50,000	50,000
Discount	$ 29,240	$ 35,613
Origination date	Nov. 07, 2023	Nov. 07, 2023
Maturity date	May 07, 2025	May 07, 2025
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Twenty Five [Member]
Principal amount	$ 50,000	$ 50,000
Debt Discount	36,925	36,925
Principal	50,000	50,000
Discount	$ 28,520	$ 34,674
Origination date	Nov. 28, 2023	Nov. 28, 2023
Maturity date	May 28, 2025	May 28, 2025
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Twenty Six [Member]
Principal amount	$ 25,000	$ 25,000
Debt Discount	18,295	18,295
Principal	25,000	25,000
Discount	$ 14,358	$ 17,407
Origination date	Dec. 04, 2023	Dec. 04, 2023
Maturity date	Jun. 04, 2025	Jun. 04, 2025
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Twenty Seven [Member]
Principal amount	$ 500,000	$ 500,000
Debt Discount	358,064	358,064
Principal	500,000	500,000
Discount	$ 282,387	$ 342,064
Origination date	Dec. 06, 2023	Dec. 06, 2023
Maturity date	Jun. 08, 2025	Jun. 08, 2025
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Twenty Eight [Member]
Principal amount	$ 50,000	$ 50,000
Debt Discount	35,241	35,241
Principal	50,000	50,000
Discount	$ 28,727	$ 34,594
Origination date	Dec. 18, 2023	Dec. 18, 2023
Maturity date	Jun. 18, 2025	Jun. 18, 2025
Interest Rate	14.00%	14.00%
Conversion Rate	$ 3.20	$ 3.20
Convertible Notes Payable Total [Member]
Principal	$ 4,724,950
Discount	$ 2,369,483

XML

DEBT (Details 1) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Principal	$ 4,724,950	$ 4,724,950
Principal At Issuance	2,289,329	2,289,329
Discount	1,709,258	2,369,483
Discount At Issuance	$ 815,708	$ 1,059,556
Notes Payable [Member]
Origination date	May 29, 2020	May 29, 2020
Maturity date	Mar. 31, 2050	Mar. 31, 2050
Interest Rate	4.00%	4.00%
Principal	$ 20,400	$ 20,400
Principal amount	20,400	20,400
Debt Discount	0	0
Discount	$ 0	$ 0
Notes Payable One [Member]
Origination date	Jul. 29, 2022	Jul. 29, 2022
Maturity date	Jul. 29, 2024	Jan. 29, 2024
Interest Rate	10.00%	10.00%
Principal	$ 50,000	$ 50,000
Principal amount	50,000	50,000
Debt Discount	29,664	29,664
Discount	$ 19,929	$ 1,648
Notes Payable Two [Member]
Origination date	Aug. 11, 2022	Aug. 11, 2022
Maturity date	Aug. 11, 2024	Feb. 11, 2024
Interest Rate	10.00%	10.00%
Principal	$ 150,000	$ 150,000
Principal amount	150,000	150,000
Debt Discount	88,247	88,247
Discount	$ 68,738	$ 7,876
Notes Payable Three [Member]
Origination date	Aug. 15, 2022	Aug. 15, 2022
Maturity date	Aug. 18, 2024	Feb. 15, 2024
Interest Rate	10.00%	10.00%
Principal	$ 50,000	$ 50,000
Principal amount	50,000	50,000
Debt Discount	29,513	29,513
Discount	$ 22,994	$ 2,630
Notes Payable Four [Member]
Origination date	Aug. 31, 2022	Aug. 31, 2022
Maturity date	Aug. 31, 2024	Feb. 28, 2024
Interest Rate	10.00%	10.00%
Principal	$ 80,000	$ 80,000
Principal amount	80,000	80,000
Debt Discount	45,827	45,827
Discount	$ 39,941	$ 5,091
Notes Payable Five [Member]
Origination date	Sep. 01, 2022	Sep. 01, 2022
Maturity date	Sep. 01, 2024	Mar. 01, 2024
Interest Rate	10.00%	10.00%
Principal	$ 50,000	$ 50,000
Principal amount	50,000	50,000
Debt Discount	29,922	29,922
Discount	$ 24,963	$ 3,661
Notes Payable Six [Member]
Origination date	Sep. 07, 2022	Sep. 07, 2022
Maturity date	Sep. 07, 2024	Mar. 07, 2024
Interest Rate	10.00%	10.00%
Principal	$ 50,000	$ 50,000
Principal amount	50,000	50,000
Debt Discount	29,922	29,922
Discount	$ 25,994	$ 3,658
Notes Payable Seven [Member]
Origination date	Sep. 12, 2022	Sep. 12, 2022
Maturity date	Sep. 12, 2024	Mar. 12, 2024
Interest Rate	10.00%	10.00%
Principal	$ 50,000	$ 50,000
Principal amount	50,000	50,000
Debt Discount	30,316	30,316
Discount	$ 26,954	$ 4,382
Notes Payable Eight [Member]
Origination date	Sep. 29, 2022	Sep. 29, 2022
Maturity date	Sep. 29, 2024	Mar. 29, 2024
Interest Rate	10.00%	10.00%
Principal	$ 100,000	$ 100,000
Principal amount	100,000	100,000
Debt Discount	59,839	59,839
Discount	$ 59,254	$ 9,974
Notes Payable Nine [Member]
Origination date	Nov. 09, 2022	Nov. 09, 2022
Maturity date	May 09, 2024	May 09, 2024
Interest Rate	10.00%	10.00%
Principal	$ 25,000	$ 25,000
Principal amount	25,000	25,000
Debt Discount	25,000	25,000
Discount	$ 2,328	$ 6,372
Notes Payable Ten [Member]
Origination date	Nov. 15, 2022	Nov. 15, 2022
Maturity date	May 15, 2024	May 15, 2024
Interest Rate	10.00%	10.00%
Principal	$ 100,000	$ 100,000
Principal amount	100,000	100,000
Debt Discount	100,000	100,000
Discount	$ 9,313	$ 25,486
Notes Payable Eleven [Member]
Origination date	Jul. 10, 2023	Dec. 08, 2023
Maturity date	Jul. 08, 2024	Jul. 08, 2024
Interest Rate	14.00%	14.00%
Principal	$ 1,563,929	$ 1,563,929
Principal amount	1,563,929	1,563,929
Debt Discount	1,563,929	1,563,929
Discount	$ 515,300	$ 988,778

XML

DEBT (Details 2)	Mar. 31, 2024 USD ($)
DEBT
2024	$ 4,943,879
2025	2,110,000
2026	0
2027	0
2028	0
Thereafter	20,400
Future maturity	7,074,279
Less - Discounts	(2,524,966)
Net future maturity	$ 4,549,313

XML

DEBT (Details Narrative) - USD ($)	1 Months Ended
	Jan. 29, 2024	Mar. 31, 2024	Dec. 31, 2023	Oct. 03, 2014
Note Interest Rate				8.00%
Line of credit		$ 30,000	$ 30,000	$ 30,000
Outstanding principal and accrued interest, total		$ 32,611	$ 33,021
From January 29, 2024 to March 12, 2024 [Member]
Outstanding principal balance	$ 580,000
Warrants to purchase shares	580,000
Share price	$ 1.00
Waarant exercisable period	3 years
Ourtstanding warrant	$ 906,669
Discount on notes	$ 353,271

XML

EQUITY (Details) - Warrants [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Warrants, Number of Shares beginning	17,046,823
Issued	0
Exercised	(5,457,500)
Warrants, Number of Shares ending	11,589,323
Exercise in Period, Weighted Average Exercise Price | $ / shares	$ 0.76
Exercised in Period, Weighted Average Exercise Price | $ / shares	0.54
Weighted Average Exercise Price, ending | $ / shares	$ 0.86
Warrants,Weighted Average Remaining Life beginning	1 year 8 months 23 days
Exercised, Weighted average remaining life	2 years 2 months 19 days
Warrants,Weighted Average Remaining Life ending	2 years 1 month 2 days

XML

EQUITY (Details 1) - Option [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Warrants, Number of Shares begnning | shares	9,024,068
Issued | shares	500,000
Exercised | shares	0
Warrants, Number of Shares ending | shares	9,524,068
Warrants, Weighted Average Exercise Price begnning | $ / shares	$ 0.83
Issued in Period, Weighted Average Exercise Price | $ / shares	1.95
Exercise in Period, Weighted Average Exercise Price | $ / shares	0
Weighted Average Exercise Price, ending | $ / shares	$ 0.89
Options, Weighted Average Remaining Life beginning	3 years 9 months 7 days
Issued, Weighted average remaining life	5 years
Options, Weighted Average Remaining Life ending	3 years 6 months 29 days

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EQUITY (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Feb. 20, 2024	Mar. 31, 2024	Dec. 31, 2023
Unvested options expense		$ 2,230,147
Vested, number of shares		6,392,176
Common stock issued		40,139,062	36,270,674
Options to purchase shares		3,131,892
Option [Member]
Risk free interest rate, maximum		3.97%
Expected volatility rate		267.00%
Fair value assumptions, expected term		5 years
Exercise price		$ 1.95
Warrants [Member]
Unvested warrants		$ 205,895
Class or Warrants purchase shares		312,500
Warrants issued		11,276,823
Risk free interest rate, maximum		4.44%
Risk free interest rate, minimum		4.10%
Expected volatility rate, minimum		291.00%
Expected volatility rate, maximum		302.00%
Fair value assumptions, expected term		36 months
Exercise price		$ 1.00
Note Agreement [Member]
Warrants exercised	5,457,500
Common stock issued		3,839,559
Common Share [Member]
Common stock, shares issued in exchange for debt		28,829
Accrued interest		$ 38,382

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Jan. 31, 2024	Dec. 31, 2023
Accounts payable	$ 734,425			$ 304,400
Operating expenses	3,032,975	$ 1,208,148
Director compensation, value			$ 474,000
CEO [Member]
Accrued bonus compensation	150,000			150,000
CFO [Member]
Accrued bonus compensation	50,000			50,000
Former CFO [Member]
Accrued bonus compensation	$ 115,000			115,000
Dr. Christine Gulbranson [Member]
Director compensation, options			250,000
Alina Zagaytova [Member]
Director compensation, options			250,000
Todd Michaels [Member]
Note maturity period	July 24, 2024
Convertible note value	$ 100,000
Largest Shareholder [Member]
Note related value	$ 25,000
Note maturity period	May 9, 2024
Advances payable	$ 62,500			62,500
Three Percent Holder [Member]
Advances payable	11,865			11,865
Michaels Consulting [Member]
Accounts payable	344,000			344,000
Elysian Fields Disposal [Member]
Accounts payable	258,000			258,000
P&C Ventures, Inc [Member]
Warrant issued, value	1,485,000
Note related value	$ 1,563,929
Note maturity period	July 8, 2024
Accounts payable	$ 170,000			120,000
Warrant issued	2,700,000
Operating expenses	$ 60,000
Loutex Production Company [Member]
Accounts payable	78,346			78,346
Mrs. Michaels [Member]
Warrant issued, value	$ 73,725
Exercisable Price	$ 1.00
Note related value	$ 50,000
Note maturity period	September 7, 2024
Advances payable	$ 22,154			$ 22,154
Discount on the note	$ 29,794

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INTANGIBLE ASSETS (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Intangible assets, Gross Amount	$ 1,003,183	$ 1,003,183
Intangible assets, Accumulated Amortization	343,090	263,119
Intangible assets, Net	660,093	740,064
Development Rights [Member]
Intangible assets, Gross Amount	769,383	769,383
Intangible assets, Accumulated Amortization	237,880	169,599
Intangible assets, Net	$ 531,503	$ 599,784
Customer Relationships [Member]
Intangible assets, Useful Life	5 years	5 years
Intangible assets, Gross Amount	$ 233,800	$ 233,800
Intangible assets, Accumulated Amortization	105,210	93,520
Intangible assets, Net	$ 128,590	$ 140,280
Minimum [Member] | Development Rights [Member]
Intangible assets, Useful Life	2 years	2 years
Maximum [Member] | Development Rights [Member]
Intangible assets, Useful Life	3 years	3 years

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INTANGIBLE ASSETS (Details 1) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
INTANGIBLE ASSETS
2024	$ 239,913
2025	286,852
2026	133,328
Total	$ 660,093	$ 740,064

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SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	May 09, 2024	Apr. 10, 2024
Aggregate borrowed amount		$ 800,000
Total Debt repayment amount due		$ 1,080,000
Repayment description		The Repayment Amount will be made to Lender over a period of forty-eight (48) weeks on a weekly basis
Per week installment for 1st 12 weeks		$ 7,375
Per week installment for last 36 weeks		$ 27,375
Common stock issued as commitment fees		100,000
Maturity date	July 5, 2024
Warrants vested issuance expiry, description	The warrants were fully vested at issuance and expire May 9, 2027
Warrants issued	100,000
Interest rate monthly	2.00%
Note issued	$ 100,000
Exercise price	$ 0.85