UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DCD.C. 20549
FORM 10-Q
(Mark one)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended:Septemberended June 30, 20172022
OrOR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from: toCommission File No. 000-55825
Commission File Number:0-30746CORRELATE INFRASTRUCTURE PARTNERS INC.
FRONTIER OILFIELD SERVICES, INC.
(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 | |
(972) 243-2610
220 Travis Street, Suite 501 Shreveport, Louisiana | 71101 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(855)-264-4060
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: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☒ Yes No ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” “smaller reporting company,” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large | ||||
| 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☒ No
AsAPPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of October 26, 2017, there were 13,868,788 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 $0.01$0.0001 per share, outstanding.outstanding as of August 12, 2022 was .
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 |
FRONTIER OILFIELD SERVICES,CORRELATE INFRASTRUCTURE PARTNERS INC.
Index
PART 1 — FINANCIAL INFORMATION
FRONTIER OILFIELD SERVICES,CORRELATE INFRASTRUCTURE PARTNERS INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)JUNE 30, 2022 AND DECEMBER 31, 2021
(Unaudited)
| September 30, 2017 | December 31, 2016 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 4,271 | $ | 20,253 | ||||
| Accounts receivable, net | 82,817 | 73,836 | ||||||
| Advance to shareholder | 29,413 | 132,190 | ||||||
| Total current assets | 116,501 | 226,279 | ||||||
| Property and equipment, at cost | 8,481,948 | 8,481,948 | ||||||
| Less: accumulated depreciation | (4,657,122 | ) | (4,366,035 | ) | ||||
| Property and equipment, net | 3,824,826 | 4,115,913 | ||||||
| Intangibles, net | 353,659 | 408,537 | ||||||
| Deposits | 2,302 | 2,302 | ||||||
| Total other assets | 355,961 | 410,839 | ||||||
| Total Assets | $ | 4,297,288 | $ | 4,753,031 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Current maturities of long-term debt, primarily stockholders, net of deferred loan fees | $ | 7,929,660 | $ | 7,773,114 | ||||
| Accounts payable | 1,970,953 | 2,430,722 | ||||||
| Accrued liabilities | 1,171,295 | 2,171,848 | ||||||
| Total current liabilities | 11,071,908 | 12,375,684 | ||||||
| Long-term debt, less current maturities | — | — | ||||||
| Total Liabilities | 11,071,908 | 12,375,684 | ||||||
| Commitments and Contingencies (Note 7) | ||||||||
| Stockholders’ Deficit: | ||||||||
| Common stock- $.01 par value; authorized 100,000,000 shares; | ||||||||
| 13,868,788 and 11,855,276 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 138,689 | 118,553 | ||||||
| Additional paid-in capital | 34,918,653 | 32,925,243 | ||||||
| Accumulated deficit | (41,831,962 | ) | (40,666,449 | ) | ||||
| Total stockholders’ deficit | (6,774,620 | ) | (7,622,653 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 4,297,288 | $ | 4,753,031 | ||||
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | 414,940 | $ | 252,189 | ||||
| Accounts receivable, net of allowance for doubtful accounts | 139,272 | 40,807 | ||||||
| Inventory | 546,384 | - | ||||||
| Prepaid expenses and other current assets | 509,053 | - | ||||||
| Total current assets | 1,609,649 | 292,996 | ||||||
| Other assets | ||||||||
| Intangible assets - trademark/trade name | 139,700 | 139,700 | ||||||
| Intangible assets - customer relationships, net | 210,420 | 233,800 | ||||||
| Intangible assets - developed technology, net | 20,810 | 27,750 | ||||||
| Goodwill | 762,851 | 762,851 | ||||||
| Total other assets | 1,133,781 | 1,164,101 | ||||||
| Total assets | $ | 2,743,430 | $ | 1,457,097 | ||||
| Liabilities and Stockholders' Equity (Deficit) | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 733,011 | $ | 819,413 | ||||
| Accrued expenses | 233,836 | 58,345 | ||||||
| Customer deposits | 1,114,154 | - | ||||||
| Shareholder advances | 96,519 | 96,519 | ||||||
| Line of credit | 30,000 | 30,000 | ||||||
| Notes payable, current portion, net of discount | 979,014 | - | ||||||
| Total current liabilities | 3,186,534 | 1,004,277 | ||||||
| Notes payable, net of current portion | 20,400 | 20,400 | ||||||
| Total liabilities | 3,206,934 | 1,024,677 | ||||||
| Commitments and contingencies (Note 3) | ||||||||
| Stockholders' equity (deficit) | ||||||||
| Preferred stock $ par value; authorized shares with -- issued and outstanding at June 30, 2022 and December 31, 2021, respectively | - | - | ||||||
| Common stock- Class A $ par value; authorized shares with -- and shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | - | 3,464 | ||||||
| Common stock- Class B $ par value; authorized shares with -- shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | - | - | ||||||
| Common stock $ par value; authorized shares with and -- shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 3,514 | - | ||||||
| Additional paid-in capital | 3,313,290 | 1,534,474 | ||||||
| Accumulated deficit | (3,780,308 | ) | (1,105,518 | ) | ||||
| Total stockholders' equity (deficit) | (463,504 | ) | 432,420 | |||||
| Total liabilities and stockholders' equity (deficit) | $ | 2,743,430 | $ | 1,457,097 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 1 |
FRONTIER OILFIELD SERVICES, INC. AND SUBSIDIARIES
CORRELATE INFRASTRUCTURE PARTNERS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(Unaudited)
| For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| September 30, 2017 | September 30, 2016 | September 30, 2017 | September 30, 2016 | |||||||||||||
| Revenue, net of discounts | $ | 321,863 | $ | 284,345 | $ | 885,719 | $ | 1,004,162 | ||||||||
| Costs and expenses: | ||||||||||||||||
| Operating costs | 198,360 | 246,574 | 678,814 | 862,460 | ||||||||||||
| General and administrative | 92,117 | 71,733 | 302,875 | 431,396 | ||||||||||||
| Depreciation and amortization | 115,321 | 115,322 | 345,965 | 345,965 | ||||||||||||
| Total costs and expenses | 405,798 | 433,629 | 1.327,654 | 1,639,821 | ||||||||||||
| Operating loss | (83,935 | ) | (149,284 | ) | (441,935 | ) | (635,659 | ) | ||||||||
| Other (income) expense: | ||||||||||||||||
| Interest expense | 168,516 | 272,887 | 723,578 | 842,658 | ||||||||||||
| (Gain) loss on disposal of property and equipment | — | (57,511 | ) | — | (102,931 | ) | ||||||||||
| Loss before provision for income taxes | (252,451 | ) | (364,660 | ) | (1,165,513 | ) | (1,375,386 | ) | ||||||||
| Provision for income taxes | — | 4,026 | — | 4,916 | ||||||||||||
| Net loss | $ | (252,451 | ) | $ | (368,686 | ) | $ | (1,165,513 | ) | $ | (1,380,302 | ) | ||||
| Net loss per common share - basic and diluted | $ | (0.02 | ) | $ | (0.03 | ) | $ | (0.10 | ) | $ | (0.12 | ) | ||||
| Weighted Average Common Shares Outstanding: | ||||||||||||||||
| Basic and Diluted | 12,533,742 | 11,864,962 | 12,083,917 | 11,724,327 | ||||||||||||
| For the three months ended | For the six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues | $ | 236,690 | $ | 1,584 | $ | 305,098 | $ | 9,235 | ||||||||
| Cost of revenues | 193,946 | 855 | 263,060 | 3,716 | ||||||||||||
| Gross profit (loss) | 42,744 | 729 | 42,038 | 5,519 | ||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative | 648,974 | 1,181 | 1,195,208 | 3,505 | ||||||||||||
| Insurance | 2,221 | - | 3,392 | - | ||||||||||||
| Legal and professional | 756,914 | 1,385 | 938,922 | 2,738 | ||||||||||||
| Travel | 21,525 | 2,371 | 50,480 | 6,991 | ||||||||||||
| Depreciation and amortization | 15,160 | - | 30,320 | - | ||||||||||||
| Total operating expenses | 1,444,794 | 4,937 | 2,218,322 | 13,234 | ||||||||||||
| Loss from operations | (1,402,050 | ) | (4,208 | ) | (2,176,284 | ) | (7,715 | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | (37,623 | ) | - | (70,364 | ) | - | ||||||||||
| Amortization of debt discount | (261,657 | ) | - | (428,142 | ) | - | ||||||||||
| Total other income (expense) | (299,280 | ) | - | (498,506 | ) | - | ||||||||||
| Net loss | $ | (1,701,330 | ) | $ | (4,208 | ) | $ | (2,674,790 | ) | $ | (7,715 | ) | ||||
| Loss per share | $ | (0.05 | ) | $ | (0.00 | ) | $ | (0.08 | ) | $ | (0.00 | ) | ||||
| Weighted average shares outstanding - basic | 34,843,217 | 57,752,809 | 34,742,130 | 78,994,413 | ||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 2 |
FRONTIER OILFIELD SERVICES, INC. AND SUBSIDIARIES
CORRELATE INFRASTRUCTURE PARTNERS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSSTOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(Unaudited)
| For the Nine Months Ended | ||||||||
| September 30, 2017 | September 30, 2016 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (1,165,513 | ) | $ | (1.380,302 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 345,965 | 345,965 | ||||||
| Amortization of deferred loan fees to interest expense | 156,546 | 150,657 | ||||||
| Stock compensation | — | 29,700 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in operating assets: | ||||||||
| Accounts receivable | (8,981 | ) | 99,046 | |||||
| Inventory | — | 947 | ||||||
| Increase (decrease) in operating liabilities: | ||||||||
| Accounts payable | (27,535 | ) | (163,571 | ) | ||||
| Accrued liabilities | 580,759 | 712,403 | ||||||
| Net cash used in operating activities | (118,759 | ) | (205,155 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Repayment of advance to shareholder | 102,777 | 215,847 | ||||||
| Proceeds from disposition of CD | — | 77,614 | ||||||
| Net cash provided by investing activities | 102,777 | 293,461 | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Payments on debt | — | (104,230 | ) | |||||
| Net cash used in financing activities | — | (104,230 | ) | |||||
| Net decrease in cash | (15,982 | ) | (15,924 | ) | ||||
| Cash at beginning of the period | 20,253 | 22,400 | ||||||
| Cash at end of the period | $ | 4,271 | $ | 6,476 | ||||
| Supplemental Cash Flow Disclosures | ||||||||
| Interest paid | $ | — | $ | 15,845 | ||||
| Taxes paid | $ | — | $ | 4,916 | ||||
| Settlement of liabilities through common stock issuance | $ | 2,013,546 | $ | 206,000 | ||||
| Class A Common Stock | Class B Common Stock | Common Stock | Additional | Accumulated | ||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Paid in Capital | Deficit | Total | ||||||||||||||||||||||||||||
| Balances, December 31, 2020 | 72,500,000 | $ | 7,250 | 27,500,000 | $ | 2,750 | - | $ | - | $ | 457,700 | $ | (1,015,269 | ) | $ | (547,569 | ) | |||||||||||||||||||
| Net loss | - | 0 | - | 0 | - | 0 | 0 | (3,507 | ) | (3,507 | ) | |||||||||||||||||||||||||
| Balances, March 31, 2021 | 72,500,000 | $ | 7,250 | 27,500,000 | $ | 2,750 | - | $ | - | $ | 457,700 | $ | (1,018,776 | ) | $ | (551,076 | ) | |||||||||||||||||||
| Effect of pre-merger TCCR transactions | (52,500,000 | ) | (5,250 | ) | (27,500,000 | ) | (2,750 | ) | - | - | 8,000 | - | - | |||||||||||||||||||||||
| Net loss | - | 0 | - | 0 | - | 0 | 0 | (4,208 | ) | (4,208 | ) | |||||||||||||||||||||||||
| Balances, June 30, 2021 | 20,000,000 | $ | 2,000 | 0 | $ | - | - | $ | - | $ | 465,700 | $ | (1,022,984 | ) | $ | (555,284 | ) | |||||||||||||||||||
| Balances, December 31, 2021 | 34,639,920 | $ | 3,464 | 0 | $ | - | - | $ | - | $ | 1,534,474 | $ | (1,105,518 | ) | $ | 432,420 | ||||||||||||||||||||
| Issuance of warrants in connection with debt | - | 0 | - | 0 | - | 0 | 799,128 | 0 | 799,128 | |||||||||||||||||||||||||||
| Stock based compensation | - | 0 | - | 0 | - | 0 | 150,504 | 0 | 150,504 | |||||||||||||||||||||||||||
| Issuances of shares for cash | - | - | 0 | - | 0 | 150,000 | 0 | 150,000 | ||||||||||||||||||||||||||||
| Net loss | - | 0 | - | 0 | - | 0 | 0 | (973,460 | ) | (973,460 | ) | |||||||||||||||||||||||||
| Balances, March 31, 2022 | 34,639,920 | $ | 3,464 | 0 | $ | - | - | $ | - | $ | 2,634,106 | $ | (2,078,978 | ) | $ | 558,592 | ||||||||||||||||||||
| Stock based compensation | - | 0 | - | 0 | - | 0 | 179,234 | 0 | 179,234 | |||||||||||||||||||||||||||
| Elimination of Class A and Class B common stock for single class of common stock | (34,639,920 | ) | (3,464 | ) | - | - | 34,639,920 | 3,464 | - | - | - | |||||||||||||||||||||||||
| Issuances of shares for services | - | - | - | - | 500,000 | 50 | 499,950 | - | 500,000 | |||||||||||||||||||||||||||
| Net loss | - | 0 | - | 0 | - | 0 | 0 | (1,701,330 | ) | (1,701,330 | ) | |||||||||||||||||||||||||
| Balances, June 30, 2022 | 0 | $ | - | 0 | $ | - | 35,139,920 | $ | 3,514 | $ | 3,313,290 | $ | (3,780,308 | ) | $ | (463,504 | ) | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
FRONTIER OILFIELD SERVICES,
CORRELATE INFRASTRUCTURE PARTNERS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND SUBSIDIARIES2021
(Unaudited)
| For the six months ended | ||||||||
| June 30, | ||||||||
| 2022 | 2021 | |||||||
| Operating activities | ||||||||
| Net loss | $ | (2,674,790 | ) | $ | (7,715 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
| Depreciation and amortization | 30,320 | - | ||||||
| Amortization of debt discount | 428,142 | - | ||||||
| Shares issued for services | 500,000 | - | ||||||
| Stock-based compensation | 329,738 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (11,360 | ) | (6,859 | ) | ||||
| Unbilled revenues | (87,105 | ) | - | |||||
| Inventory | (546,384 | ) | - | |||||
| Prepaid expenses and other current assets | (509,053 | ) | 0 | |||||
| Accounts payable | (86,402 | ) | (28,224 | ) | ||||
| Accrued expenses | 175,491 | (163 | ) | |||||
| Customer deposits | 1,114,154 | - | ||||||
| Net cash used in operating activities | (1,337,249 | ) | (42,961 | ) | ||||
| Investing activities | ||||||||
| Net cash provided by investing activities | - | - | ||||||
| Financing activities | ||||||||
| Proceeds from issuance of notes payable | 1,350,000 | - | ||||||
| Proceeds from issuance of common stock | 150,000 | - | ||||||
| Net cash provided by financing activities | 1,500,000 | - | ||||||
| Net increase (decrease) in cash | $ | 162,751 | $ | (42,961 | ) | |||
| Cash - beginning of period | 252,189 | 74,375 | ||||||
| Cash - end of period | $ | 414,940 | $ | 31,414 | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
| Cash paid for interest | $ | 32,141 | $ | - | ||||
| Supplemental schedule of non-cash investing and financing activities | ||||||||
| Discount on note payable from issuance of warrants | $ | 799,128 | $ | - | ||||
| Original issuance discount on note payable | $ | 135,000 | $ | - | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
CORRELATE INFRASTRUCTURE PARTNERS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2017
(UNAUDITED)
Frontier Oilfield Services, Inc. (“the Company”) has prepared the consolidated financial statements included herein, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2016 (including the notes thereto) set forth in Form 10-K.Name Change
Frontier Oilfield Services,Effective April 5, 2022, Triccar, Inc. a Texas corporation (and collectively withchanged its subsidiaries, “we”, “our”, “Frontier”, “FOSI”,name to Correlate Infrastructure Partners Inc. (“CIPI” or the “Company”), was organized on March 24, 1995. to better reflect its operations.
Nature of the Business
The accompanying condensed consolidated financial statements include the accounts of the Company, and Frontier Acquisition I, Inc., and its subsidiary Chico Coffman Tank Trucks, Inc. (CTT) and its subsidiary Coffman Disposal, LLC, and Frontier Income and Growth, LLC (FIG) and its subsidiaries Trinity Disposal & Trucking,Correlate, Inc. (“Correlate”), a Delaware corporation, and Loyal Enterprises LLC and Trinity Disposal Wells, LLC.dba Solar Site Design (“Loyal”), a Tennessee limited liability company.
Frontier operates its businessCorrelate is a portfolio-scale development and finance platform offering commercial and industrial facilities access to clean electrification solutions focused on locally-sited solar, energy storage, EV infrastructure, and intelligent efficiency measures. Its unique data-driven approach is powered by proprietary analytics and concierge subscription services.
Loyal provides consulting services on acquisitions and project development tools to customers in the oilfield service industry and is primarily involved in the disposal of saltwater and other oilfield fluids in Texas. The Company currently owns and operates nine disposal wells in Texas, six within the Barnett Shale in North Texas and three in east Texas near the Louisiana state line. The Company’s customers include national, integrated, and independent oil and gas exploration companies.commercial solar industry.
Going Concern
The Company’saccompanying condensed consolidated financial statements arehave been prepared using U.S. generally accepted accounting principles (“U.S. GAAP”) applicable toassuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and liquidationsatisfaction of liabilities in the normal course of business. As of the date of the financial statements, theThe Company has incurred losses since inception and has not generated lossespositive cash flows from operations, has an accumulated deficit and working capital deficiency.operations. These factorsmatters, among others, raise substantial doubt regardingabout the Company’sCompany's ability to continue as a going concern.
To continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, to increase its business volume and grow revenues, reduce its operating expenses, raise additional capital resources and develop new and stable sources of revenue sufficient to meet its operating expenses.
The Company’s ability to continue as a going concern will bein existence is dependent upon management’son its ability to successfully implement management’sdevelop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plans with respect to pursueoperations include aggressive marketing, acquisitions, and raising additional business volumes from new and existing customers, reduce indebtednesscapital through sales of non-performing assetsequity or debt securities as may be necessary to pursue its business plans and conversions of debt to equity,sustain operations until such time as the Company can achieve profitability. Management believes that aggressive marketing combined with acquisitions and rationalize the Company’s cost structure to achieveadditional financing as necessary will result in improved operations and cash flow in 2022 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 be necessary ifresult from the Company is unable to continue as a going concern. The Company’s continued existence will ultimately be dependent on its ability to generate sufficient cash flows to support its operations as well as provide sufficient resources to retire existing liabilities on a timely basis. The Company faces significant risk in implementing its business plan and there can be no assurance that financing for its operations and business plan will be available or, if available, such financing will be on satisfactory terms.outcome of this uncertainty.
| NOTE 2 – SUMMARY OF |
In May 2014, the FASB issued ASU 2014-09,Revenue from Contracts with Customers, which provides guidance on a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The effective date for this ASU, which was deferred by ASU 2015-14 issued in August 2015, is for fiscal years beginning after December 15, 2017. In March 2016, the FASB also issued ASU 2016-08, an amendment to the guidance in ASU 2014-09 which revises the structureaccompanying condensed consolidated financial statements of the indicators to provide indicatorsCompany have been prepared in accordance with generally accepted accounting principles in the United States of whenAmerica and the entity is the principal or agent in a revenue transaction, and eliminated twointerim reporting rules of the indicatorsSecurities and Exchange Commission (“SEC”) and should be read in conjunction with the entity’s consideration isaudited financial statements and notes thereto contained in the formCompany’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 commission” and “the entity is not exposed to credit risk”) in making that determination. This amendment also clarifies that each indicator may be more or less relevant to the assessment depending on the terms and conditionsfair presentation of the contract. In April 2016, the FASB also issued ASU 2016-10, which clarifies the implementation guidance on identifying promised goods or services and on determining whether an entity’s promise to grant a license with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments, collectively, should be applied retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. Early adoption of the guidance is not permitted. The Company is currently evaluating the impact of adopting ASU 2014-09financial position and the related updates to it on its financial position, results of operations and disclosures.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.
In January 2016, the FASB issued ASU 2016-01,Recognition and MeasurementPrinciples of Financial Assets and Financial Liabilities, which provides guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. The guidance will be effective for the fiscal year beginning after December 15, 2017, including interim periods within that year. The Company is in the process of evaluating the impacts of the adoption of this ASU.Consolidation
In February 2016, the FASB issued ASU 2016-02,Leases,which will, among other impacts, change the criteria under which leases are identified and accounted for as on- or off-balance sheet. The guidance will be effective for the fiscal year beginning after December 15, 2018, including interim periods within that year. Once effective, the new guidance must be applied for all periods presented. The Company is in the process of evaluating the impacts of the adoption of this ASU.
In March 2016, the FASB issued ASU 2016-09,Improvements to Employee Share-Based Payment Accounting, which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance will be effective for the fiscal year beginning after December 15, 2016, including interim periods within that year. The Company is in the process of evaluating the impacts of the adoption of this ASU.
Principles of Consolidation
Thecondensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.
Fair Value of Financial Instruments
In accordance with the reporting requirements of ASC Topic 825,Financial Instruments, the Company calculates the fair value of its assets and liabilities, which qualify as financial instruments under this standard, and includes this additional information in the notes to the financial statements when the fair value is different from the carrying value of those financial instruments. The Company does not have any assets or liabilities measured at fair value on a recurring basis Consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held during the nine months ended September 30, 2017 and 2016, except as disclosed.
Earnings (Loss) Per Share (EPS)
Basic earnings per common share are calculated by dividing net income or loss by the weighted average number of shares outstanding during the period. Diluted earnings per common share is calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options and warrants. The computation of diluted EPS does not assume conversion, exercise, or contingent issuance of shares that would have an anti-dilutive effect on earnings per common share. Anti-dilution results from an increase in earnings per share or reduction in loss per share from the inclusion of potentially dilutive shares in EPS calculations. Currently there are no stock options in 2017 excluded from EPS that could potentially have a dilutive effect on EPS in the future.
The Board of Directors of the Company elected to suspend all stock based compensation in 2015 as part of the Company’s cost cutting and restructuring measures.CORRELATE INFRASTRUCTURE PARTNERS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
In April 2016, the BoardUse of Directors of the Company approved the issuance of an aggregate of 54,000 shares of common stock to the members of the Board of Directors. The three members of the Board of Directors received 18,000 shares each.
Borrowings as of September 30, 2017 and December 31, 2016 were as follows:
| September 30, | December 31, | |||||||
| 2017 | 2016 | |||||||
| Revolving credit facility and term loan (a) | $ | 747,757 | $ | 747,757 | ||||
| Term note (b) | 4,330,820 | 4,330,820 | ||||||
| Loans from stockholders (c) (d) | 2,870,484 | 2,870,484 | ||||||
| Installment notes (e) | 11,941 | 11,941 | ||||||
| Deferred loan fees (f) | (31,342 | ) | (187,888 | ) | ||||
| Total debt | 7,929,660 | 7,773,114 | ||||||
| Less current portion | (7,929,660 | ) | (7,773,114 | ) | ||||
| Total long-term debt | $ | — | $ | — | ||||
|
On June 30, 2017, an affiliate of an accredited investor who is also a principal stockholder agreed to exchange approximately $2.0 million in accounts payable and accrued liabilities for 2,013,546 shares of common stock of the Company. The Board approved the exchange and issuance of the shares on June 30, 2017. The liabilities exchanged for common stock included the affiliates full interest in the accrued interest payable to the stockholder associated with the Term Loan Agreement and the Senior Loan Facility. The 2,013,546 shares of common stock were issued on August 31, 2017. In connection with the exchange, the holder of the Term Loan Agreement agreed to lower the interest rate on the Loan Agreement to 3% per annum effective July 1, 2017.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSEstimates
CAUTIONARY STATEMENT
Statements in this report, which are not purely historical facts, including statements regarding the Company’s anticipations, beliefs, expectations, hopes, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Act of 1934, as amended. All forward-looking statements in this report are based upon information available to us on the date of the report. Any forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from events or results described in the forward-looking statements. Important factors with respect to any such forward-looking statements, including certain risks and uncertainties that could cause actual results to differ materially from the Company’s expectations (“Cautionary Statements”), are disclosed in the Company’s annual report on Form 10-K, including, without limitation, in conjunction with the forward-looking statements under the caption “Risk Factors.” In addition, important factors that could cause actual results to differ materially from those in the forward-looking statements included herein include, but are not limited to, limited working capital, limited access to capital, changes from anticipated levels of sales and revenues changes in the oil and gas markets especially in the oil field services markets and fluids disposal business, future national or regional economic and competitive conditions, changes in relationships with customers, difficulties in developing new business in the disposal business, difficulties integrating any new businesses or products acquired, replacing the lost customer revenue, regulatory change, the ability of the Company to meet its stated business goals, the Company’s restructuring initiatives, the Company’s ability to sustain profitability, the Company’s ability to service its debt, its ability to comply with covenants contained in its financing arrangements, the current defaults existing under the Company’s senior and subordinated credit arrangements, and general economic and business conditions. Although the Company believes the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. We do not undertake to update any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.
DESCRIPTION OF PROPERTIES
Our principal executive offices are located at 220 Travis St. Suite 501, Shreveport, Louisiana 71101.
We owned 7.055 acres at 503 W. Sherman St., Chico, Texas on which we had three buildings. These facilities served as our executive and administrative offices and headquarters for CTT operations including repair & maintenance facilities for its saltwater disposal services business. CTT has three operating wells near Chico, Texas. Two of these disposal well locations have small buildings for well monitoring and operations. We also own 7.49 acres in Harrison County, Texas on which three of our disposal wells are located, along with a small office and repair shop for the operation of these wells.
In September 2016, the holder of the Senior Loan Facility foreclosed on certain land and buildings owned by the Company in settlement of a portion of the outstanding amount of principal on the Senior Loan Facility. Consequently, the Company charged off the net book value of the land and buildings totaling $591,705 against the outstanding principal on the Senior Loan Facility, leaving a principal balance of $747,757 remaining. The Board is considering issuing stock for the deficiency balance of this loan and the related accrued interest.
We are obligated under long-term leases for the use of land where seven of our disposal wells are located. Three of the leases are for extended periods. The first lease expires on February 7, 2023 (with two options to renew for an additional 10 years each). The second lease expires on December 1, 2034 with a one-year renewal option and the third lease expires on May 31, 2018 with no option to renew. The aggregate monthly lease payments for the disposal well leases are $11,080.
SIGNIFICANT ACCOUNTING POLICIES
A summary of significant accounting policies is included in Note 3 to the audited consolidated financial statements included on Form 10-K for the year ended December 31, 2016 as filed with the United States Securities and Exchange Commission. Management believes that the application of these policies on a consistent basis enables the Company to provide useful and reliable financial information about our operating results and financial condition.
The preparation of financial statements in conformity with US Generally Accepted Accounting Principlesgenerally accepted accounting principles 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 maycould differ from those estimates.
RESULTS OF OPERATIONS
For the nine months ended September 30, 2017, we reported a net loss of $1,165,513 as compared to a net loss of $1,380,302 for the nine months ended September 30, 2016. The components of these results are explained below.
Revenue - Total revenue decreased by $118,443 or 11.7% from $1,004,162 for the nine months ended September 30, 2016 to $885,719 for the nine months ended September 30, 2017. The decrease was due to the termination of the provisioning of transportation services in late 2016Cash and lower total volumes disposed in the disposal business.
Expenses -Cash EquivalentsThe components of our costs and expenses for the nine months ended September 30, 2017 and 2016 are as follows:
| For the Nine Months Ended | % | |||||||||||
| September 30, | September 30, | Increase | ||||||||||
| 2017 | 2016 | (Decrease) | ||||||||||
| Costs and expenses: | ||||||||||||
| Operating costs | $ | 678,814 | $ | 862,460 | -21 | % | ||||||
| General and administrative | 302,875 | 431,396 | -30 | % | ||||||||
| Depreciation and amortization | 345,965 | 345,965 | 0 | % | ||||||||
| Total cost and expenses | $ | 1,327,654 | $ | 1,639,821 | -19 | % | ||||||
The decrease in the volumes of saltwater and other fluids transported and disposed of necessitated a decrease in operating expenses for the nine months ended September 30, 2017. The decrease in operating costs is due to lower volumes disposed. This resulted in the reduction of the number of employees and the related salaries, wages and benefits as well as the elimination of costs for repairs and maintenance for the disposal wells.
The decrease in generalCompany considers all highly liquid debt instruments and administrative costs for the nineother short-term investments with maturity of three months ended September 30, 2017, is the result of an overall reduction of administrative costs, especially legal fees, insurance costs and utilities resulting from lower disposal volumes.
Interest Expenses - Interest expense for the nine months ended September 30, 2017 was $723,578. Interest expense was $842,658 for the nine months ended September 30, 2016.
Operating results for the nine months ended September 30, 2017 and 2016 reflect a net loss of $1,165,513 and $1,380,302 respectively. We have not recorded any federal income taxes for the nine months ended September 30 2017 and 2016 because of our accumulated losses and our substantial net operating loss carry forwards.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows and Liquidity
As of September 30, 2017, we had total current assets of approximately $117,000. Our total current liabilitiesor less, when purchased, to be cash equivalents. There were no cash equivalents as of SeptemberJune 30, 2017 were $11.1 million, including $7.9 million of debt classified as current liabilities. We had a working capital deficit of $11.0 million and $12.1 million as of September 30, 20172022 and December 31, 2016,2021.
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. At June 30, 2022, $97,171 of the Company's cash balances were in excess of 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 unpaid revenues. 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 credit worthiness, 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. As of June 30, 2022 and December 31, 2021, the Company’s allowance for doubtful accounts was $90,189, respectively.
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 focused on working closely with our current lendersnot limited to fund operations through currentsignificant 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 pay interest coststests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when excesscircumstances indicate that goodwill may not be recoverable.
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CORRELATE INFRASTRUCTURE PARTNERS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 Topic 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 require 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 consulting and engineering, procurement and construction services (“EPC”). 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 over time 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 consulting services are typically less than a year in duration and require us to a) assist the client in achieving certain defined milestones for milestone fees or b) provide a series of distinct services each period over the contract term for a pre-determined fee for each period. When contractual billings represent an amount that corresponds directly with the value provided to the client, revenues are recognized as amounts become billable in accordance with contract terms.
The Company’s contracts for EPC services are typically less than a year in duration and require us to a) provide engineering services and b) obtain and install materials to agreed-upon specifications. The Company recognizes revenues as materials are transferred to the client and as performance obligations are satisfied.
Financial Instruments
The Company’s financial instruments include cash becomes available. Management plans to work with our current lendersand cash equivalents, receivables, payables, and debt holdersand 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 balance sheets approximates fair value.
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 probably that a liability has been incurred and the amount can be reasonable estimated.
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CORRELATE INFRASTRUCTURE PARTNERS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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 lower our costthe 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 borrowingall 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 renegotiating the termsapplicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of our existing debtlimitations, for federal and potentially offering debt holders an opportunitystate purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense.
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 exchange their debtcommon 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 June 30, 2022 except for equity inthe options and warrants detailed at Note 5.
Recently Issued Accounting Standards
During the period ended June 30, 2022, 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 seek additional financinghave 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 those instanceslitigation in which we believe such additional financings will assistthe ordinary course of business. The Company is not currently involved in accomplishing our goals. There can be no assuranceany litigation that management’s plan will succeed.the Company believes could have a material adverse effect on its financial condition or results of operations.
Executive Employment Agreements
On January 18, 2022, the Company entered into an employment agreement with Mr. Channing Chen, CFO, providing for an annual salary of $200,000 per year. As part of the agreement, the Company issued Mr. Chen options exercisable at $ per share for years. The options, valued at approximately $, vest monthly over 36 months upon issuance.
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CORRELATE INFRASTRUCTURE PARTNERS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 4 – DEBT |
Notes Payable
On May 29, 2020, Loyal received a $20,400 Economic Injury Disaster Loan through the Small Business Administration. The note bears interest at 3.75% until maturity in March 2050. The note requires $100 monthly payments beginning in May 2022 until maturity.
On January 11, 2022, the Company entered into a 10% note agreement with P&C Ventures, Inc. totaling $1,485,000, including an additional issuance discount of $135,000. The note requires quarterly interest payments with the principal due at maturity on January 11, 2023. In connection with the note agreement, the Company issued P&C Ventures, Inc., 2,700,000 warrants exercisable at $0.25 per share (Note 5). The warrants were fully vested at issuance and expire on July 11, 2023. The warrants, valued at approximately $1,958,000, represented approximately 59% of the total consideration received and resulted in an additional discount on the note totaling $799,128 pursuant to ASC 470-20-30. The discount is being amortized over the life of the note with a discount balance of $505,986 at June 30, 2017, an affiliate2022.
Line of an accredited investor who is alsoCredit
On October 3, 2014, Loyal entered into a principal stockholder agreed$30,000 line of credit agreement. The line of credit has no maturity with interest increasing from 8.00% at issuance to exchange approximately $2.0 million in accounts payable34.00% for the period ended June 30, 2022. As of June 30, 2022, the outstanding principal and accrued liabilities for 2,013,546interest totaled $40,930.
| NOTE 5 – EQUITY |
The total number of common stock authorized that may be issued by the Company is four hundred million () shares of common stock with a par value of one hundredth of one cent ($) per share.
The total number of preferred stock authorized that may be issued by the Company is fifty million () shares of preferred stock with a par value of one hundredth of one cent ($) per share.
At December 31, 2021, common stock authorized consisted of three hundred seventy-two million five hundred thousand () Class A shares with 1:1 voting rights and twenty-seven million five hundred thousand () Class B shares with 20:1 voting rights, and fifty million () shares of preferred stock with a par value of one hundredth of a cent ($) per share.
On April 5, 2022, the Company amended its Articles of Incorporation such that Class A or Class B common shares were eliminated and replaced by a single class of common stock with 1:1 voting rights.
At June 30, 2022, common stock authorized consisted of four hundred million () common shares with 1:1 voting rights and fifty million () shares of preferred stock with a par value of one hundredth of a cent ($) per share.
To the fullest extent permitted by the laws of the Company. The Board approvedstate of Nevada (currently set forth in NRS 78.195), as the exchangesame now exists or may hereafter be amended or supplemented, the board of directors may fix and issuancedetermine the designations, rights, preferences or other variations of each class or series within each class of capital stock of the corporation.
During January 2022, the Company received proceeds totaling $ for Class A shares onissued in December 2021.
During May 2022, the Company issued 500,000 shares of common stock valued at $500,000 for services.
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CORRELATE INFRASTRUCTURE PARTNERS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Warrants
During the period ended June 30, 2017. The liabilities exchanged for2022, 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 includedon the affiliates fulldate of issuance; a risk-free interest rate of %, and volatility of % based on the historical volatility of the Company’s common stock, exercise price of $, and terms of months.
During January 2022, the Company issued 2,700,000 warrants valued at $ as part of a note agreement (Note 4).
The following table presents the Company’s warrants as of June 30, 2022:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Life (in years) | ||||||||||
| Warrants as of December 31, 2021 | 0 | $ | 0 | - | ||||||||
| Issued | 2,700,000 | $ | 0.25 | 1.50 | ||||||||
| Exercised | 0 | $ | 0 | - | ||||||||
| Warrants as of June 30, 2022 | 2,700,000 | $ | 0.25 | 1.03 | ||||||||
At June 30, 2022, all of the Company’s outstanding warrants were vested.
Options
During the period ended June 30, 2022, the Company calculated the fair value of the options granted based on assumptions used in the accruedCox-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 payablerates ranging from % to 2.54%, volatility ranging from % to 285% based on the stockholder associated withhistorical volatility of the Term Loan AgreementCompany’s common stock, exercise prices ranging from $ to $1.00, and terms of years. The fair value of options granted is expensed as vesting occurs over the Senior Loan Facility. applicable service periods.
During January 2022, the Company issued options valued at $ as part of an executive employment agreement (Note 3).
During February 2022, the Company issued options valued at $ as part of three non-executive employment agreements.
During March 2022, the Company issued options valued at $ as part of a non-executive employment agreement.
The 2,013,546following table presents the Company’s options as of June 30, 2022:
| Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Life (in years) | ||||||||||
| Options as of December 31, 2021 | 2,059,068 | $ | 0.52 | 5.13 | ||||||||
| Issued | 1,245,000 | $ | 0.96 | 5.00 | ||||||||
| Forfeited | 0 | $ | 0 | - | ||||||||
| Exercised | 0 | $ | 0 | - | ||||||||
| Options as of June 30, 2022 | 3,304,068 | $ | 0.68 | 4.61 | ||||||||
At June, 2022, options to purchase shares of common stock were issued on August 31, 2017.vested and options to purchase shares of common stock remained unvested. The Company expects to incur expenses for the unvested options totaling $ as they vest.
| 10 |
Our ability to obtain access to additional capital through third parties or other debt or equity financing arrangements is strictly contingent upon our ability to locate adequate financing or equity investments on commercially reasonable terms. There can be no assurance that we will be able to obtain such financing on acceptable terms.
CORRELATE INFRASTRUCTURE PARTNERS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| NOTE 6 – CONCENTRATIONS |
The Company had the following table summarizes our sources and uses of cashrevenue concentrations for the ninethree and six months ended SeptemberJune 30, 20172022 and 2016:2021 and accounts receivable concentrations as of June 30, 2022 and December 31, 2021:
| For the Nine Months Ended | ||||||||
| September 30, 2017 | September 30, 2016 | |||||||
| Net cash used in operating activities | $ | (118,759 | ) | $ | (205,155 | ) | ||
| Net cash provided by investing activities | 102,777 | 293,461 | ||||||
| Net cash used in financing activities | — | (104,230 | ) | |||||
| Net decrease in cash | $ | (15,982 | ) | $ | (15,924 | ) | ||
| Revenues | Revenues | Accounts Receivable | ||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | June 30, | December 31, | |||||||||
| Customer | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | ||||||
| Customer A | 56% | * | 43% | * | * | * | ||||||
| Customer B | 37% | * | 40% | * | 14% | * | ||||||
| Customer C | * | * | * | 83% | 63% | 69% | ||||||
| Customer D | * | 100% | * | 17% | * | * | ||||||
| Customer E | 11% | 12% | ||||||||||
| Customer F | * | 19% | ||||||||||
| * = Less than 10% | ||||||||||||
| NOTE 7 – RELATED PARTY TRANSACTIONS |
Shareholder Advances and Payables
At June 30, 2022 and December 31, 2021, the Company had informal advances payable of $22,154, respectively, due to the Company’s President and CEO, Mr. Todd Michaels.
At June 30, 2022 and December 31, 2021, the Company had advances payable of $11,865, respectively, due to an individual who holds 3% of the Company’s Common Stock.
At June 30, 2022 and December 31, 2021, the Company had advances payable of $ due to an individual who is the Company’s largest shareholder.
At June 30, 2022 and December 31, 2021, the Company had accounts payable of $120,000, respectively, due to Elysian Fields Disposal, LLC, an entity owned by the Company’s largest shareholder.
Michaels Consulting
As of SeptemberJune 30, 2017, we had approximately $4,300 in cash, a decrease of approximately $16,000 from2022 and December 31, 20162021, the Company had accounts payable due to cash used in operating activities.Michaels Consulting totaling $344,000 and $364,000, respectively.
Net cash used in operating activitiesP&C Ventures, Inc.
Mr. Cory Hunt, who was approximately $119,000 fornamed a director of the nine months ended September 30, 2017 dueCompany on December 28, 2021, is an owner and officer of P&C Ventures, Inc. During January 2022, the Company entered into a note agreement with P&C Ventures, Inc. and issued warrants related to the operating loss. Net cash used by operating activities was approximately $205,000 fornote, as disclosed in Note 4.
| NOTE 8 – SUBSEQUENT EVENTS |
During July 2022, the nine months ended September 30, 2016, due to the larger net loss.Company issued options valued at $ as part of a non-executive employment agreement.
Net cash provided by investing activities was approximately $103,000 forDuring July 2022, the nine months ended September 30, 2017 dueCompany issued a 10% secured promissory note in the amount of $50,000 to repayment of an advance from an entity owned by one ofaccredited investor. The note requires quarterly interest payments with the principal shareholders of the Company. The cash advance is in an investment account of the entity and is due at maturity on demand to the Company at any time. Net cash provided by investing activities was approximately $293,000 for the nine months ended September 30, 2016 due to a repayment of the advance to the shareholder of approximately $216,000 and proceeds from the disposition of a certificate of deposit for $77,000.
Net cash used in financing activities was $0 for the nine months ended September 30, 2017. Net cash used in financing activities was approximately $104,000 for the nine months ended September 30, 2016, which consisted of debt repayments.
Capital Expenditures
The Company suspended capital expenditures during the nine months ended September 30, 2017 due to the lower volumes disposed. The Company does not currently anticipate any major capital expenditures for the remainder of 2017. The Company made the decision to no longer provide transportation services to our customers, which led to significant disposal activities on our transportation equipment in 2015.
Indebtedness
On June 30, 2017, an affiliate of an accredited investor who is also a principal stockholder agreed to exchange approximately $2.0 million in accounts payable and accrued liabilities for 2,013,546 shares of common stock of the Company. The Board approved the exchange and issuance of the shares on June 30, 2017. The liabilities exchanged for common stock included the affiliates full interest in the accrued interest payable to the stockholder associated with the Term Loan Agreement and the Senior Loan Facility. The 2,013,546 shares of common stock were issued on August 31, 2017.January 29, 2024. In connection with the exchange, the holderissuance of the Term Loan Agreement agreedNote, the Company also issued a warrant to lower the interest rateinvestor for the purchase of up to shares of the Company’s common stock at a price of $ per share. The warrants, valued at $, were fully vested at issuance and expire on the Loan Agreement to 3% per annum effective July 1, 2017.January 29, 2024.
TheOn August 11, 2022, the Company and its subsidiaries enteredissued a Term Loan, Guaranty and Security Agreement (the “Loan Agreement”) on July 23, 2012 with ICON for $5 million. The Loan Agreement has a senior10% secured positionpromissory note in the Company’s disposal wells andamount of $150,000 to an accredited investor. The note requires quarterly interest payments with the principal due at maturity on February 11, 2024. In connection with the issuance of the Note, the Company also issued a subordinated positionwarrant to the Senior Loan Facility on all other Company properties and assets. The covenants ininvestor for the Loan Agreement are, in all material respects, the same as in the Senior Loan Facility. The Loan Agreement is held by an affiliatepurchase of an accredited investor who is also a stockholder. As of September 30, 2017, the Company did not comply with its debt covenants under the Loan Agreement and the lender had not exercised their rights under the Loan Agreement. The outstanding balanceup to shares of the Loan Agreement note is included in current liabilitiesCompany’s common stock at September 30, 2017a price of $ per share. The warrants, valued at $, were fully vested at issuance and December 31, 2016 because the Company did not comply with its debt covenants.expire on February 11, 2024.
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| 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 contains 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.
Overview
Correlate Infrastructure Partners Inc. (OTCQB: CIPI), formerly Triccar Inc., together with its subsidiaries (collectively the “Company”, “Correlate”, “we”, “us” and “our”), is a technology-enabled clean energy optimization provider that offers a complete suite of proprietary clean energy assessment and deployment solutions for commercial and industrial (C&I) building and property owners in the United States. Through our true tech-enabled project development and financing platform, we provide portfolio energy optimization and clean energy solutions for sustainable profit growth in buildings nationwide and bring project financing where needed.
We were originally formed as a Texas corporation in 1995 under the name TBX Resources, Inc. In December 2011 we changed our name to Frontier Oilfield Services Inc. In January 2020, we merged with and into Triccar Inc., a Nevada corporation and Triccar Inc. was the surviving entity. In December 2021, we acquired one hundred percent of the equity interests of each of Correlate Inc. and Loyal Enterprises LLC. In February 2022, a majority of our stockholders approved an amendment to our articles of incorporation and the change of our corporate name from Triccar Inc. to Correlate Infrastructure Partners Inc., to better reflect our future growth and focus. On April 5, 2022, we filed an amendment to our articles of incorporation with the State of Nevada to change our corporate name from Triccar Inc. to Correlate Infrastructure Partners Inc. Our principal executive offices are located at 220 Travis Street, Suite 501, Shreveport, Louisiana 71101, and our telephone number is (855) 264-4060.
Recently Issued Accounting Pronouncements
During the six months ended June 30, 2022, and through August 12, 2022, 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 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 14, 2022.
Liquidity and Capital Resources
At June 30, 2022, the Company had a cash balance of $414,940, as compared to a cash balance of $252,189 at December 31, 2021. The Company incurred negative cash flow from operations of $1,337,249 for the six months ended June 30, 2022, as compared to negative cash flow from operations of $42,961 in the prior year. The increase in negative cash flow from operations was primarily the result of increased compensation costs for additional employees beginning during the current period, added legal and professional fees primarily related to the Company’s growth, acquisition and capital raising plans, inventory purchases and prepaid expenses. Cash flows from financing activities during the six months ended June 30, 2022, totaled $1,500,000 and were the result of proceeds from a loan agreement (see Footnote 4) and $150,000 from the issuance of our common stock. Going forward, the Company expects capital expenditures to increase significantly as operations are expanded pursuant to its current growth plans. The Company anticipates the requirement to raise significant debt or equity capital in order to fund future operations.
Loan Agreement
On January 11, 2022, the Company entered into a 10% note agreement with P&C Ventures, Inc. in the amount of $1,485,000, pursuant to which we received proceeds of $1,350,000. The note requires quarterly interest payments with the principal due at maturity on January 11, 2023.
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In September 2016, the holderResults of Operations
Comparison of the Senior Loan Facility foreclosed on certain landThree Months Ended June 30, 2022 and buildings owned2021
For the three months ended June 30, 2022 and 2021, the Company’s revenues totaled $236,690 and $1,584, respectively. The increase of $235,106, or 14,843%, was driven by the Company in settlement of a portionincreasing operations during the current period coupled with the negative impacts of the outstanding amountCOVID pandemic during the prior period. We anticipate the Company’s revenues in upcoming quarters to increase as revenues are recognized on projects in progress, including the $1,114,000 in customer deposits, and as we begin projects in our current pipeline.
Gross profit for the three months ended June 30, 2022, totaled $42,744 compared to a gross profit of principal on$729 in the Senior Loan Facility. Consequently,comparable prior year period. The $42,015 increase in gross profit was due to the Company’s increased operations and its growth plans. We anticipate future gross margins to increase from the current level as we commercialize new project sales opportunities, increase revenues, cover more fixed costs within cost of sales and expand our margins.
For the three months ended June 30, 2022, our operating expenses increased to $1,444,794 compared to $4,937 for the comparable period in 2021. The increase of $1,439,857, or 29,165%, was primarily driven by higher legal and professional fees and greater compensation expenses associated with added strategic management and staff commencing during the period ended June 30, 2022. The increased legal and professional fees were incurred primarily in connection with the Company’s acquisition and capital raising programs. Compensation expenses for the three months ended June 30, 2022 included approximately $327,000 and $179,000 in salaries and wages and the non-cash expenses from stock-based compensation, respectively, compared to no similar expenses in the comparable period in 2021. Additionally, the Company charged offincurred non-cash operating expenses from depreciation and amortization and shares issued for services totaling $15,160 and $500,000, respectively, for the three months ended June 30, 2022 compared to no similar non-cash operating expenses during the three months ended June 30, 2021. 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 June 30, 2022, Other Expenses totaled $299,280, compared to $-0- in the comparable period in 2021. This increase in Other Expenses was due to $37,623 in added interest expense and $261,657 in amortization of debt discount incurred during 2022. We anticipate our Other Expenses to increase as the Company incurs interest from debt and related financing costs to expand its operations.
The activities above resulted in a net book valueloss of $1,701,330 for the three months ended June 30, 2022.
Comparison of the landSix Months Ended June 30, 2022 and buildings totaling $591,705 against2021
For the outstanding principalsix months ended June 30, 2022 and 2021, the Company’s revenues totaled $305,098 and $9,235, respectively. The increase of $295,863, or 3,204%, was driven by the Company increasing operations during the current period coupled with the negative impacts of the COVID pandemic during the prior period. We anticipate the Company’s revenues in upcoming quarters to increase as revenues are recognized on projects in progress, including the Senior Loan Facility, leaving a principal balance of $747,757 remaining. The Board is considering issuing stock$1,114,000 in customer deposits, and as we begin projects in our current pipeline.
Gross profit for the deficiency balancesix months ended June 30, 2022, totaled $42,038 compared to a gross profit of this loan$5,519 in the comparable prior year period. The $36,519 increase in gross profit was due to the Company’s increased operations and its growth plans. We anticipate future gross margins to increase from the current level as we commercialize new project sales opportunities, increase revenues, cover more fixed costs within cost of sales and expand our margins.
For the six months ended June 30, 2022, our operating expenses increased to $2,218,322 compared to $13,234 for the comparable period in 2021. The increase of $2,205,088, or 16,662%, was primarily driven by higher legal and professional fees and greater compensation expenses associated with added strategic management and staff commencing during the six months ended June 30, 2022. The increased legal and professional fees were incurred primarily in connection with the Company’s acquisition and capital raising programs. Compensation expenses for the six months ended June 30, 2022 included approximately $606,000 and $330,000 in salaries and wages and the non-cash expenses of stock-based compensation, respectively, compared to no similar expenses in the comparable period in 2021. Additionally, the Company incurred non-cash operating expenses from depreciation and amortization and shares issued for services totaling $30,320 and $500,000, respectively, for the six months ended June 30, 2022 compared to no similar non-cash operating expenses during the six months ended June 30, 2021. We anticipate future operating expenses to increase with the expansion of operations, resulting in increased expenses related accrued interest.to wages and compensation, advertising, and insurance partially offset by added contribution margins from anticipated revenue growth.
Outlook
Management may seekFor the six months ended June 30, 2022, Other Expenses totaled $498,506, compared to acquire other profitable oilfield service companies$-0- in the comparable period in 2021. This increase in Other Expenses was due to broaden$70,364 in added interest expense and $428,142 in amortization of debt discount incurred during 2022. We anticipate our Other Expenses to increase as the Company’s customer baseCompany incurs interest from debt and capabilities. Management believes that certain acquisitions could be achieved through the issuance of the company’s equity securities or through other financings. Management may needrelated financing costs to incur additional financing in those instances in which we believe such additional financings will assist in accomplishing our goals. There can be no assurance that management’s plan will succeed.expand its operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKThe activities above resulted in a net loss of $2,674,790 for the six months ended June 30, 2022.
Not required forOff Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
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| Item 3. | Qualitative and Quantitative Disclosures about Market Risk. |
We are a smaller reporting companies.company and, therefore, we are not required to provide information required by this item.
ITEM 4. CONTROLS AND PROCEDURES
| Item 4. | Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
Procedures:Our management evaluated, with the participationcarried out an evaluation of our Chief Executive Officer (CEO) and Chief Accounting Officer (CAO), the effectiveness of theand design and operation of our disclosure controls and procedures (asas defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the quarter covered by this quarterly report on Form 10-Q. In making this assessment, the Company used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) inInternal Control-Integrated FrameworkExchange Act). Based on that evaluation, the Company’s management, including the CEO,our Chief Executive Officer and our Chief Financial Officer have concluded that, the Company’s internalat June 30, 2022, such disclosure controls over financial reportingand procedures were not effective in that there was a material weakness as of September 30, 2016.effective.
A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, suchDisclosure controls and procedures are controls and other procedures that there is a reasonable possibilityare designed to ensure that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.
The Company’s management has identified a material weakness in the effectiveness of internal control over financial reporting related to a shortage of resources in the accounting departmentinformation required to assure appropriate segregation of duties with employees having appropriate accounting qualifications related to the Company’s unique industry accounting and disclosure rules. Management has outsourced certain financial functions to mitigate the material weaknessbe disclosed in internal control over financial reporting. The Company is reviewing its finance and accounting staffing requirements.
Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f)our reports filed or submitted under the Exchange Act) duringAct is recorded, processed, summarized and reported within the fiscal quartertime periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to which this report relatesensure that have materially affected,the information required to be disclosed in our reports filed or are reasonably likelysubmitted under the Exchange Act is accumulated and communicated to materially affect, the Company’s internal control over financial reporting. As a result, no corrective actions weremanagement including our Chief Executive Officer and Interim Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required or undertaken.disclosure.
Limitations on the Effectiveness of Controls
Controls: Our management, including the CEO, does not expect that its disclosure controls or its internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, canprocedures are designed to provide only reasonable, not absolute, assurance that the objectives of theour disclosure control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, and instances of fraud, if any, within thea company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is 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 goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
The Company was a named defendant along with the previously named officers in certain litigation in the 271st Judicial District Wise County, Texas wherein the Plaintiffs alleged they had been damaged by the failure of the Company to complete a disposal well in a joint venture between the parties. On April 23, 2016, the litigation was settled by agreement of the parties. Under the terms of the settlement, the plaintiffs returned to the Company 53,000 shares of restricted and unregistered stock of the Company issued to them in 2013. The Company issued 317,000 shares of restricted and unregistered shares of stock in the Company to the plaintiffs. The Company will have exclusive trading authority over the shares issued to the plaintiffs and will have the right of first refusal to purchase the shares upon any planned sale by the plaintiffs. The Company will also have a call option on the shares, which will entitle the Company to purchase the shares at $1.25 per share at any time. The settlement agreement resulted in the termination of the litigation. As of December 31, 2015, the Company recorded expense of $206,000 associated with the settlement of this litigation.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Item 3. DEFAULTS UPON SENIOR SECURITIES
The outstanding principal balance of the Senior Loan Facility, the Loan Agreement and the two stockholder loans are included in current liabilities at September 30, 2017 because the Company was not compliant with the debt covenants or payment terms on the indebtedness, including the timely payment of interest and principal in accordance with all of these loan agreements. To date, none of the holders of the Senior Loan Facility, the Loan Agreement or the two stockholder loans have declared that the Company is in default or have otherwise sought remedies under the respective terms of these loan agreements.
In September 2016, the holder of the Senior Loan Facility foreclosed on certain land and buildings owned by the Company in settlement of a portion of the outstanding amount of principal on the Senior Loan Facility. Consequently, the Company charged off the net book value of the land and buildings totaling $591,705 against the outstanding principal on the Senior Loan Facility totaling $1,339,462, leaving a principal balance of $747,757 remaining. The Board is considering issuing stock for the deficiency balance of this loan and the related accrued interest.
The Board of Directors and management of the Company are currently evaluating transactions that may provide the Company with an opportunity to improve its current financial condition including; (i) refinancing of all or a portion of our existing debt, (ii) the acquisition of profitable oilfield service companies that could increase the scale of our operations and improve cash flows and (iii) raising additional equity to pay down debt. There can be no assurance the Company will be successful in finding and closing any of the above options.
31.1
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the three month period ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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.
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| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
During the quarter ended June 30, 2022, the Company issued an aggregate of 500,000 shares of its common stock (“Shares”) to a service provider for services to be rendered. The Shares were issued pursuant to Section 3024(2) of the Sarbanes-OxleySecurities Act of 2002.1933, as amended.
32.1
None.
| Item 4. | Mine Safety Disclosures. |
Not applicable.
| Item 5. | Other Information. |
None.
| 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 | 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 | XBRL Taxonomy Extension Schema Document | |
| 101.cal | ||
| 101.def | ||
| 101.lab | XBRL Taxonomy Label Linkbase Document | |
| 101.pre | ||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL |
| * | 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. |
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In accordance with Section 13 or 15(d)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, onNovember 14, 2017.
FRONTIER OILFIELD SERVICES, INC.authorized.
| Dated: | August 12, 2022 | Correlate Infrastructure Partners Inc. (Registrant) /s/ Todd Michaels | ||
Todd Michaels (Principal Executive Officer) | ||||
| August 12, 2022 | Correlate Infrastructure Partners Inc. (Registrant) /s/ | Channing F. Chen | ||
Channing F. Chen | (Principal Financial Officer) |
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