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 ~~September 30, 2022~~March 31, 2023 OR

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

Commission File No. 000-55825

CORRELATE INFRASTRUCTURE PARTNERS 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 No.)

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)

(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 ~~November 10, 2022~~May 15, 2023 was ~~35,229,420.~~35,350,571.

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

CORRELATEINFRASTRUCTUREPARTNERSINC.

Index

		Pg. No.
PART I — Financial Information
Item 1. Financial Statements		3
Condensed Consolidated Balance Sheets as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 (Unaudited)		3
Condensed Consolidated Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (Unaudited)		4
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (Unaudited)		5
Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ (Unaudited)		6
Notes to ~~Unaudited~~ Condensed Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15	16
Item 3. Quantitative and Qualitative Disclosures about Market Risk	17	18
Item 4. Controls and Procedures	17	18
PART II — Other Information
Item 1. Legal Proceedings	18	19
Item 1A. Risk Factors	18	19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18	19
Item 3. Defaults Upon Senior Securities	18	19
Item 4. Mine Safety Disclosures	18	19
Item 5. Other Information	18	19
Item 6. Exhibits	19	20
SIGNATURES	20	21

Table of Contents

PART 1 — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CORRELATE INFRASTRUCTURE PARTNERS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

~~SEPTEMBER 30, 2022~~MARCH 31, 2023 AND DECEMBER 31, ~~2021~~2022

(Unaudited)

		September 30,			December 31,				March 31,			December 31,
		2022			2021				2023			2022

Assets	Assets							Assets
Current assets
Cash		$	348,688		$	252,189			$	741,405		$	96,308
Accounts receivable, net of allowance for doubtful accounts			423,835			40,807
Inventory			174,843			-
Contract assets										342,649			684,185
Prepaid expenses and other current assets			94,983			-				564,783			395,953
Total current assets			1,042,349			292,996				1,648,837			1,176,446

Property and equipment
Property and equipment			8,305			-
Accumulated depreciation			(400	)		-
Property and equipment, net										3,604			4,004
Total property and equipment			7,905			-				3,604			4,004

Other assets
Intangible assets - trademark/trade name			139,700			139,700
Intangible assets - customer relationships, net			198,730			233,800				175,350			187,040
Intangible assets - developed technology, net			17,340			27,750				10,400			13,870
Intangible assets - development rights, net										102,796			112,744
Goodwill			762,851			762,851				762,851			762,851
Total other assets			1,118,621			1,164,101				1,051,397			1,076,505

Total assets		$	2,168,875		$	1,457,097			$	2,703,838		$	2,256,955

Liabilities and Stockholders' Equity (Deficit)	Liabilities and Stockholders' Equity (Deficit)							Liabilities and Stockholders' Equity (Deficit)

Current liabilities
Accounts payable		$	814,780		$	819,413			$	1,049,872		$	1,069,743
Accrued expenses			1,101,497			58,345				963,579			1,285,898
Customer deposits			32,816			-
Shareholder advancesx			96,519			96,519
Shareholder advances										96,519			96,519
Line of credit			30,000			30,000				30,000			30,000
Notes payable, current portion, net of discounts			1,212,546			-
Notes payable, current portion, net of discount										932,664			1,513,546
Convertible notes payable, current portion, net of discount										126,888			-
Derivative liability										5,357,570			722,328
Total current liabilities			3,288,158			1,004,277				8,557,092			4,718,034

Notes payable, net of current portion and discounts			207,051			20,400
Notes payable, net of current portion and discount										31,251			344,595

Total liabilities			3,495,209			1,024,677				8,588,343			5,062,629

Commitments and contingencies (Note 3)

Stockholders' equity (deficit)
Preferred stock $0.0001 par value; authorized 50,000,000 shares with -0- issued and outstanding at September 30, 2022 and December 31, 2021, respectively			-			-
Common stock- Class A $0.0001 par value; authorized 372,500,000 shares with -0- and 34,639,920 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively			-			3,464
Common stock- Class B $0.0001 par value; authorized 27,500,000 shares with -0 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively			-			-
Common stock $0.0001 par value; authorized 400,000,000 shares with 35,139,920 and -0- shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively			3,514			-
Preferred stock $0.0001 par value; authorized 50,000,000 shares with -0- issued and outstanding at March 31, 2023 and December 31, 2022, respectively										-			-
Common stock $0.0001 par value; authorized 400,000,000 shares with 35,350,571 and 35,323,626 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively										3,535			3,532
Additional paid-in capital			5,037,377			1,534,474				5,790,739			5,459,220
Accumulated deficit			(6,367,225	)		(1,105,518	)			(11,678,779	)		(8,268,426	)
Total stockholders' equity (deficit)			(1,326,334	)		432,420				(5,884,505	)		(2,805,674	)

Total liabilities and stockholders' equity (deficit)		$	2,168,875		$	1,457,097			$	2,703,838		$	2,256,955

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

Table of Contents

CORRELATE INFRASTRUCTURE PARTNERS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30,~~MARCH 31, 2023 AND 2022 ~~AND 2021~~

(Unaudited)

	For the three months ended						For the nine months ended						For the three months ended
	September 30,						September 30,						March 31,
	2022			2021			2022			2021			2023			2022

Revenues	$	2,312,577		$	15,291		$	2,617,675		$	24,526		$	50,734		$	68,408
Cost of revenues		2,169,138			13,370			2,432,198			17,086			45,859			69,114
Gross profit (loss)		143,439			1,921			185,477			7,440			4,875			(706	)

Operating expenses
General and administrative		2,301,539			406			3,496,747			3,911			1,023,930			546,234
Insurance		1,487			-			4,879			-			2,230			1,171
Legal and professional		75,552			418			1,014,474			3,156			120,225			182,008
Travel		35,340			2,083			85,820			9,074			36,255			28,955
Depreciation and amortization		15,560			-			45,880			-			25,508			15,160
Total operating expenses		2,429,478			2,907			4,647,800			16,141			1,208,148			773,528

Loss from operations		(2,286,039	)		(986	)		(4,462,323	)		(8,701	)		(1,203,273	)		(774,234	)

Other income (expense)
Interest expense		(43,381	)		-			(113,745	)		-			(97,353	)		(32,741	)
Amortization of debt discount		(257,497	)		-			(685,639	)		-			(788,282	)		(166,485	)
Financing costs														(3,808,565	)		-
Change in fair value of derivative liability														2,487,120			-
Total other income (expense)		(300,878	)		-			(799,384	)		-			(2,207,080	)		(199,226	)

Net loss	$	(2,586,917	)	$	(986	)	$	(5,261,707	)	$	(8,701	)	$	(3,410,353	)	$	(973,460	)

Loss per share	$	(0.07	)	$	(0.00	)	$	(0.15	)	$	(0.00	)	$	(0.10	)	$	(0.03	)

Weighted average shares outstanding - basic		35,139,920			20,000,000			34,876,184			58,966,790			35,332,384			35,159,920

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

Table of Contents

CORRELATE INFRASTRUCTURE PARTNERS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER 30,~~MARCH 31, 2023 AND 2022 ~~AND 2021~~

(Unaudited)

	Class A Common Stock						Class B Common Stock						Common Stock				Additional								Class A Common Stock				Class B Common Stock				Common Stock				Additional Paid in		Accumulated
	Shares			Amount			Shares			Amount			Shares		Amount		Paid in Capital		Accumulated Deficit			Total			Shares		Amount		Shares		Amount		Shares		Amount		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		-			-			-			-			-		-		-		(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		-			-			-			-			-		-		-		(4,208	)		(4,208	)

Balances, June 30, 2021		20,000,000		$	2,000			-		$	-			-	$	-	$	465,700	$	(1,022,984	)	$	(555,284	)

Net loss		-			-			-			-			-		-		-		(986	)		(986	)

Balances, September 30, 2021		20,000,000		$	2,000			-		$	-			-	$	-	$	465,700	$	(1,023,970	)	$	(556,270	)

Balances, December 31, 2021		34,639,920		$	3,464			-		$	-			-	$	-	$	1,534,474	$	(1,105,518	)	$	432,420			34,639,920	$	3,464		-	$	-		-	$	-	$	1,534,474	$	(1,105,518	)	$	432,420

Issuance of warrants in connection with debt		-			-			-			-			-		-		799,128		-			799,128			-		-		-		-		-		-		799,128		-			799,128

Stock based compensation		-			-			-			-			-		-		150,504		-			150,504
Stock-based compensation																										-		-		-		-		-		-		150,504		-			150,504

Issuances of shares for cash		-			-			-			-			-		-		150,000		-			150,000
Issuance of shares for cash																										600,000		60		-		-		-		-		149,940		-			150,000

Net loss		-			-			-			-			-		-		-		(973,460	)		(973,460	)		-		-		-		-		-		-		-		(973,460	)		(973,460	)

Balances, March 31, 2022		34,639,920		$	3,464			-		$	-			-	$	-	$	2,634,106	$	(2,078,978	)	$	558,592			35,239,920	$	3,524		-	$	-		-	$	-	$	2,634,046	$	(2,078,978	)	$	558,592

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		-			-			-			-			-		-		179,234		-			179,234			-		-		-		-		-		-		253,851		-			253,851

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
Settlement of derivative liability																										-		-		-		-		-		-		50,582		-			50,582

Net loss		-			-			-			-			-		-		-		(1,701,330	)		(1,701,330	)		-		-		-		-		-		-		-		(3,410,353	)		(3,410,353	)

Balances, June 30, 2022		-		$	-			-		$	-			35,139,920	$	3,514	$	3,313,290	$	(3,780,308	)	$	(463,504	)

Issuance of warrants in connection with debt		-			-			-			-			-		-		417,314		-			417,314

Stock based compensation		-			-			-			-			-		-		1,306,773		-			1,306,773

Net loss		-			-			-			-			-		-		-		(2,586,917	)		(2,586,917	)

Balances, September 30, 2022		-		$	-			-		$	-			35,139,920	$	3,514	$	5,037,377	$	(6,367,225	)	$	(1,326,334	)
Balances, March 31, 2023																										-	$	-		-	$	-		35,350,571	$	3,535	$	5,790,739	$	(11,678,779	)	$	(5,884,505	)

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

Table of Contents

CORRELATE INFRASTRUCTURE PARTNERS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER 30,~~MARCH 31, 2023 AND 2022 ~~AND 2021~~

(Unaudited)

	For the nine months ended						For the three months ended
	September 30,						March 31,
	2022			2021			2023			2022
Operating activities
Net loss	$	(5,261,707	)	$	(8,701	)	$	(3,410,353	)	$	(973,460	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization		45,880			-			25,508			15,160
Amortization of debt discount		685,639			-			788,282			166,485
Shares issued for services		500,000			-
Stock issued for services								15,000			-
Stock-based compensation		1,636,511			-			253,851			150,504
Financing costs								3,808,565			-
Change in fair value of derivative liability								(2,487,120	)		-
Changes in operating assets and liabilities:
Accounts receivable		(383,028	)		(6,859	)		-			(51,180	)
Inventory		(174,843	)		-
Contract assets								341,536			-
Prepaid expenses and other current assets		(94,983	)		-			(168,830	)		(11,000	)
Accounts payable		(4,633	)		(27,224	)		(19,871	)		(75,080	)
Accrued expenses		1,043,152			(960	)		(235,801	)		46,919
Customer deposits		32,816			-
Net cash used in operating activities		(1,975,196	)		(43,744	)		(1,089,233	)		(731,652	)

Investing activities
Purchase of property and equipment		(8,305	)		-
Net cash used in investing activities		(8,305	)		-
Net cash provided by investing activities								-			-

Financing activities
Proceeds from issuance of notes payable		1,930,000			-			-			1,350,000
Proceeds from issuance of convertible notes payable								1,804,950			-
Repayment of notes payable								(70,620	)		-
Proceeds from issuance of common stock		150,000			-			-			150,000
Net cash provided by financing activities		2,080,000			-			1,734,330			1,500,000

Net increase (decrease) in cash	$	96,499		$	(43,744	)
Cash - beginning of period		252,189			74,375
Cash - end of period	$	348,688		$	30,631
Net increase in cash							$	645,097		$	768,348
Cash – beginning of period								96,308			252,189
Cash – end of period							$	741,405		$	1,020,537

Cash paid for income taxes	$	-		$	-		$	-		$	-
Cash paid for interest	$	32,141		$	-		$	70,274		$	-

Supplemental schedule of non-cash investing and financing activities
Discount on notes payable from issuance of warrants	$	1,216,442		$	-
Original issuance discount on note payable	$	135,000		$	-
Discount on note payable from issuance of warrants							$	-		$	799,128
Discount on notes payable from derivative liability							$	1,563,929		$	-
Discount on convertible notes payable from derivative liability							$	1,804,950		$	-
Shares issued for settlement of accrued interest							$	7,589		$	-
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.

Table of Contents

CORRELATE INFRASTRUCTURE PARTNERS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS

~~Name Change~~

~~Effective April 5, 2022, Triccar, Inc. changed its name to Correlate Infrastructure Partners Inc. (“CIPI” or the “Company”) to better reflect its operations.~~

Nature of the Business

The accompanying condensed consolidated financial statements include the accounts of the Company, and its subsidiaries Correlate, Inc. (“Correlate”), a Delaware corporation, and Loyal Enterprises LLC dba Solar Site Design (“Loyal”), a Tennessee limited liability company.

Correlate ~~Infrastructure Partners, Inc.~~ is a ~~tech-enabled~~portfolio-scale development and finance platform offering commercial and ~~fulfillment platform for distributed energy~~industrial facilities access to clean electrification solutions ~~across North America. Our integrated solutions include~~focused on locally-sited solar, ~~cogeneration,~~ energy storage, ~~electric vehicle~~EV infrastructure, and intelligent efficiency ~~retrofits for community-scale applications. We reduce costs, improve comfort,~~measures. Its unique data-driven approach is powered by proprietary analytics and ~~increase energy reliability for home, work, and commerce while eliminating the adoption barriers to net zero carbon goals.~~concierge subscription services.

Loyal ~~was integrated into Correlate for its solar~~provided consulting services on acquisitions and project development ~~tools.~~tools to customers in the commercial solar industry. Effective November 2022, all of Loyal’s assets and operations were transferred to Correlate and Loyal was dissolved.

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 ~~2022~~2023 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 subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

~~Table of Contents~~

~~CORRELATE INFRASTRUCTURE PARTNERS INC.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

Use of Estimates

The preparation of financial statements in conformity with ~~generally accepted accounting principles~~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.

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CORRELATE INFRASTRUCTURE PARTNERS INC.

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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

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'~~depositors’ interest and non-interest-bearing accounts. At ~~September 30, 2022, $65,497~~March 31, 2023, approximately $280,000 of the ~~Company's~~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 invoiced and unpaid ~~revenues.~~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 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 ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company’s allowance for doubtful accounts was ~~$90,189, respectively.~~$90,189.

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.

~~Table of Contents~~

~~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~~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 ~~require~~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.

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CORRELATE INFRASTRUCTURE PARTNERS INC.

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 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, b) obtain materials, and c) install materials to agreed-upon specifications. The Company recognizes revenues for engineering services as the services are provided. Revenues for materials are recognized as materials are transferred to the client. Installation results in enhancements to customer-controlled assets and therefore installation revenues are recognized over time utilizing the input method wherein revenues are recognized on the basis of efforts or inputs to the satisfaction of the performance obligation.

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 values, 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 or Level 2 assets and liabilities at March 31, 2023 or December 31, 2022. The Derivative liabilities are Level 3 fair value measurements.

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CORRELATE INFRASTRUCTURE PARTNERS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.
On November 7, 2022 and December 21, 2022, the Company issued note payable agreements which contain default provisions that contain a conversion feature meeting the definition of a derivative liability which therefore require bifurcation. Further, pursuant to the Company’s contract ordering policy, the warrant and convertible note issuances subsequent to November 7, 2022, resulted in derivative liabilities.
At December 31, 2022, the Company estimated the fair value of the conversion feature derivatives embedded in the notes payable and warrants based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $1.06; risk-free interest rates ranging from 4.41% to 4.73%; expected volatility of the Company’s common stock ranging from 164% to 379%; exercise prices of $1.00; and terms from one to two years.
At March 31, 2023, the Company estimated the fair value of the conversion feature derivatives embedded in the notes payable, convertible notes payable and warrants based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $0.70; risk-free interest rates ranging from 3.60% to 4.94%; expected volatility of the Company’s common stock ranging from 97% to 305%; exercise prices ranging from $0.46 to $3.20; and terms ranging from six months to five years.

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 ~~reasonable~~reasonably estimated.
9
~~Table of Contents~~
~~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 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~~“Earnings Per ~~Share,~~Share”, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share ~~(EPS)~~(“EPS”) computations.

Basic earnings (loss) per share are computed by dividing income ~~(loss)~~ 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.

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Table of Contents
CORRELATE INFRASTRUCTURE PARTNERS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The Company had no potential additional dilutive securities outstanding at ~~September 30,~~March 31, 2023 and 2022, ~~except for the options and warrants detailed at Note 5.~~as follows.

March 31,

March 31,

2023

2022

Options

5,784,068

3,059,068

Warrants

10,517,758

2,700,000

Notes payable

877,897

-

Convertible notes payable

564,048

-

17,743,771

5,759,068

Recently Issued Accounting Standards

During the period ended ~~September 30, 2022,~~March 31, 2023, 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
~~Executive Employment Agreements~~Convertible Notes Payable

OnFrom January ~~18, 2022,~~24, 2023 to March 30, 2023, the Company entered into ~~an employment agreement~~eight 14% convertible note payable agreements with ~~Mr. Channing Chen, CFO, providing for an annual salary~~proceeds totaling $1,804,950. The convertible notes, which have identical terms, require quarterly interest payments with the principal due at maturity eighteen months from issuances and are convertible at $3.20 per share of ~~$200,000 per year. As part of~~common stock. The conversion features were valued at $358,176 and recorded as a derivative liability pursuant to the ~~agreement,~~Company’s contract ordering policy. In connection with the convertible notes, the Company issued ~~Mr. Chen 1,000,000 options~~a total of 3,609,900 warrants to purchase shares of common stock exercisable at ~~$0.96~~$0.85 per share. The warrants, which were immediately vested, were valued at $3,505,723 and recorded as a derivative liability pursuant to the Company’s contract ordering policy. As a result of the derivative liabilities, the Company recorded additional debt discounts totaling $3,505,723.
Included in the eight convertible notes payable is a 14% convertible note payable agreement with proceeds totaling $100,000 with the Company’s CEO issued on January 24, 2023. The convertible note requires quarterly interest payments with the principal due at maturity eighteen months from issuance and is convertible at $3.20 per share ~~for ten years.~~of common stock. The ~~options,~~conversion feature was valued at ~~approximately $868,000, vest monthly over 36 months from issuance.~~$22,569 and recorded as a derivative liability pursuant to the Company’s contract ordering policy. In connection with the convertible note, the Company issued 200,000 warrants to purchase shares of common stock exercisable at $0.85 per share. The warrants, which were immediately vested, were valued at $209,180 and recorded as a derivative liability pursuant to the Company’s contract ordering policy. As a result of the derivative liabilities, the Company recorded a debt discount totaling $100,000.
The following table presents a summary of the Company’s convertible notes payable at March 31, 2023:

Balances - At Issuance

Balances - 3/31/2023

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

$ 87,888

1/25/2023

7/25/2024

14 %

$3.20/Share

74,975

74,975

74,975

66,145

1/30/2023

7/30/2024

14 %

$3.20/Share

100,000

100,000

100,000

88,888

2/17/2023

8/17/2024

14 %

$3.20/Share

1,000,000

1,000,000

1,000,000

916,666

3/7/2023

9/7/2024

14 %

$3.20/Share

100,000

100,000

100,000

96,000

3/14/2023

9/10/2024

14 %

$3.20/Share

250,000

250,000

250,000

243,000

3/27/2023

9/27/2024

14 %

$3.20/Share

100,000

100,000

100,000

99,500

3/30/2023

9/30/2024

14 %

$3.20/Share

79,975

79,975

79,975

79,975

$ 1,804,950

$ 1,678,062

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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 original issuance discount of $135,000. The note requires quarterly interest payments with the principal due at maturity on January 11, 2023.
On January 11, 2023, the Company and P&C Ventures, Inc. agreed to amend the January 11, 2022, note payable. The Company accounted for the amendment as an extinguishment of existing debt and issuance of new debt pursuant to ASC 470-50-40. As part of the agreement, $78,929 in accrued and unpaid interest was added to the principal balance, bringing the total principal balance of the note payable to $1,563,929. Additionally, the interest rate and maturity date were amended to 14% and October 11, 2023, respectively. In connection with the ~~note agreement,~~amendment, the Company issued P&C Ventures, Inc.~~, 2,700,000~~ 3,127,858 warrants to purchase shares of common stock exercisable at ~~$0.25~~$0.85 per ~~share (Note 5).~~share. The warrants, which were ~~fully~~immediately vested, ~~at issuance and expire on July 11, 2023. The warrants,~~were valued at ~~approximately $1,958,000, represented approximately 59% of~~$3,309,045 and recorded as a derivative liability pursuant to the ~~total consideration received~~Company’s contract ordering policy and resulted in an additional ~~discount on the note~~debt discounts totaling ~~$799,128 pursuant to FASB ASC 470-20-30, Debt.~~ $1,563,929.
The ~~discount is being amortized over the life~~following table presents a summary of the ~~note with a discount balance of $272,454~~Company’s notes payable at ~~September 30, 2022.~~March 31, 2023:

Balances - At Issuance

Balances - 3/31/2023

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

16,480

8/11/2022

2/11/2024

10 %

150,000

88,247

150,000

51,476

8/15/2022

2/15/2024

10 %

50,000

29,513

50,000

17,213

8/31/2022

2/28/2024

10 %

80,000

45,827

80,000

28,005

9/1/2022

3/1/2024

10 %

50,000

29,922

50,000

18,288

9/7/2022

3/7/2024

10 %

50,000

29,922

50,000

18,288

9/12/2022

3/12/2024

10 %

50,000

30,316

50,000

19,370

9/29/2022

3/29/2024

10 %

100,000

59,839

100,000

39,893

11/7/2022

11/7/2023

7 %

200,000

220,000

188,320

137,497

11/9/2022

5/9/2024

10 %

25,000

25,000

25,000

18,750

11/15/2022

5/15/2024

10 %

100,000

100,000

100,000

74,999

12/21/2022

12/21/2023

7 %

200,000

220,000

211,860

155,831

1/11/2023

10/11/2023

14 %

1,563,929

1,563,929

1,563,929

1,129,504

$ 2,689,509

$ 1,725,594

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CORRELATE INFRASTRUCTURE PARTNERS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~From July 29, 2022 to September 29, 2022, the Company entered into eight 10% note agreements totaling $580,000.~~ The ~~notes, which have identical terms, require quarterly interest payments with the principal due at maturity eighteen months from issuance. In connection with the note agreement, the Company issued~~following table presents a total of 580,000 warrants exercisable at $1.00 per share (Note 5). The warrants were fully vested at issuance and expire from January 29, 2024 to September 29, 2024. The warrants, valued at approximately $842,000, represented approximately 59%summary of the ~~total consideration received and resulted in an additional discount on the~~Company’s notes ~~totaling $417,314 pursuant to FASB ASC 470-20-30, Debt. The discount is being amortized over the life of the notes with a discount balance of $393,349~~payable at ~~September 30, 2022.~~December 31, 2022:

Balances - At Issuance

Balances - 12/31/2022

Origination

Maturity

Interest

Principal

Discount

Principal

Discount

5/29/2020

3/31/2050

4 %

$ 20,400

$ -

$ 20,400

$ -

1/11/2022

1/11/2023

10 %

1,350,000

934,128

1,485,000

38,922

7/29/2022

1/29/2024

10 %

50,000

29,664

50,000

21,424

8/11/2022

2/11/2024

10 %

150,000

88,247

150,000

66,185

8/15/2022

2/15/2024

10 %

50,000

29,513

50,000

22,133

8/31/2022

2/28/2024

10 %

80,000

45,827

80,000

35,643

9/1/2022

3/1/2024

10 %

50,000

29,922

50,000

23,274

9/7/2022

3/7/2024

10 %

50,000

29,922

50,000

23,274

9/12/2022

3/12/2024

10 %

50,000

30,316

50,000

24,422

9/29/2022

3/29/2024

10 %

100,000

59,839

100,000

49,866

11/7/2022

11/7/2023

7 %

200,000

220,000

235,400

192,499

11/9/2022

5/9/2024

10 %

25,000

25,000

25,000

22,917

11/15/2022

5/15/2024

10 %

100,000

100,000

100,000

91,667

12/21/2022

12/21/2023

7 %

200,000

220,000

235,400

210,833

$ 2,681,200

$ 823,059

Line of Credit

On October 3, 2014, ~~Loyal~~the Company entered into a $30,000 line of credit ~~agreement.~~agreement with a former member of Loyal. The line of credit has no maturity with interest ~~increasing from~~at 8.00% ~~at issuance to 34.00% for the period ended September 30, 2022.~~. As of ~~September 30,~~March 31, 2023 and December 31, 2022, the outstanding principal and accrued interest totaled ~~$41,530.~~$30,200 and $42,130, respectively.
Future Maturities
The table below summarizes future maturities of the Company’s debt as of March 31, 2023:
December 31,

Amount

2023

$ 1,994,109

2024

2,509,950

2025

-

2026

-

2027

-

Thereafter

20,400

4,524,459

Less - Discounts

(3,403,656 )

$ 1,120,803

NOTE 5 – EQUITY

The total number of common stock authorized that may be issued by the Company is four hundred million (400,000,000) shares of common stock with a par value of one hundredth of one cent ($0.0001) per share.
The total number of preferred stock authorized that may be issued by the Company is fifty million (50,000,000) shares of preferred stock with a par value of one hundredth of one cent ($0.0001) per share.
At December 31, 2021, common stock authorized consisted of three hundred seventy-two million five hundred thousand (372,500,000) Class A shares with 1:1 voting rights and twenty-seven million five hundred thousand (27,500,000) Class B shares with 20:1 voting rights, and fifty million (50,000,000) shares of preferred stock with a par value of one hundredth of a cent ($0.0001) per share.
~~On April 5, 2022, the Company amended its Articles of Incorporation such that Class A and Class B common shares were eliminated and replaced by a single class of common stock with 1:1 voting rights.~~
At September 30, 2022, common stock authorized consisted of four hundred million (400,000,000) common shares with 1:1 voting rights and fifty million (50,000,000) shares of preferred stock with a par value of one hundredth of a cent ($0.0001) per share.
To the fullest extent permitted by the laws of the state of Nevada (currently set forth in NRS 78.195), as the same now exists or may hereafter be amended or supplemented, the board of directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of capital stock of the corporation.Common Stock

During January ~~2022, the Company received proceeds totaling $150,000 for 600,000 Class A shares issued in December 2021.~~
~~During May 2022,~~2023, the Company issued ~~500,000~~4,245 shares of common stock valued at ~~$500,000~~$4,500 for financing costs.
During March 2023, the Company issued 17,045 shares of common stock valued at $15,000 for services.
During January 2023, the Company paid $7,589 in accrued interest due to four noteholders by issuing 5,655 shares of common stock.

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CORRELATE INFRASTRUCTURE PARTNERS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Warrants

During the period ended ~~September 30, 2022,~~March 31, 2023, 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 ~~0.70%~~3.66% to ~~4.16%,~~5.00%; volatility ranging from ~~378%~~278% to ~~428%~~346% based on the historical volatility of the Company’s common ~~stock,~~stock; exercise prices ~~ranging from $0.25 to $1.00,~~of $0.85; and terms of 1824 to 2460 months.

~~During~~On January ~~2022,~~11, 2023, the Company issued ~~2,700,000~~3,127,858 warrants valued at ~~approximately $1,958,000~~$3,309,000 as part of a note agreement amendment (Note 4).

From ~~July 29, 2022~~January 24, 2023 to ~~September 29, 2022,~~March 30, 2023, the Company issued ~~580,000~~ warrants to purchase 3,609,900 shares of common stock valued at approximately ~~$842,000~~$3,506,000 as part of note agreements (Note 4). Included in these warrants is a warrant to purchase 200,000 shares of common stock which was issued to the Company’s CEO.

The ~~following~~ table ~~presents~~below summarizes the Company’s warrants ~~as of September 30, 2022:~~for the period ended March 31, 2023:

Number of Shares

Weighted Average Exercise Price

Weighted Average Remaining Life (in years)

Warrants as of December 31, 2021

-

$ -

-

Issued

3,280,000

0.38

1.55

Exercised

-

-

-

Warrants as of September 30, 2022

3,280,000

$ 0.38

0.95

~~At September 30, 2022, all of the Company’s outstanding warrants were vested.~~

Number of Shares

Weighted Average Exercise Price

Weighted Average Remaining Life (in years)

Warrants as of December 31, 2022

3,780,000

$ 0.48

0.87

Issued

6,737,758

$ 0.85

3.39

Exercised

-

$ -

-

Warrants as of March 31, 2023

10,517,758

$ 0.72

2.30

Options

During the period ended ~~September 30, 2022,~~March 31, 2023, 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,~~issuance; risk-free interest ~~rates ranging from 1.65% to 3.87%,~~rate of 4.27%; volatility ~~ranging from 282% to 330%~~of 277% based on the historical volatility of the Company’s common ~~stock,~~stock; exercise ~~prices ranging from $0.92 to $1.55,~~price of $0.99; and terms ~~ranging from 3 to~~of 5 years. The fair value of options granted is expensed as vesting occurs over the applicable service periods.

During ~~January 2022,~~March 2023, the Company issued ~~1,000,000~~500,000 options ~~valued~~to purchase shares of common stock exercisable at ~~approximately $868,000~~$0.99 per share. The options, which were issued as part of ~~an executive employment~~a services agreement, ~~(Note 3). The options~~ vest ~~monthly~~ over 36 months ~~from issuance.~~and were valued at $448,950.

~~From February to July 2022,~~The following table summarizes the ~~Company issued 345,000~~Company’s options ~~valued at approximately $351,000 as part of five non-executive employment agreements. The options vest monthly over 24 months from issuance.~~for the period ended March 31, 2023:

~~From May to September 2022, the Company issued 30,000 options valued at approximately $38,000 as part of three consulting agreements. The options vest monthly over 36 months from issuance.~~

Number of Shares

Weighted Average Exercise Price

Weighted Average Remaining Life (in years)

Options as of December 31, 2022

5,284,068

$ 0.80

4.17

Issued

500,000

$ 0.99

5.00

Exercised

-

$ -

-

Options as of March 31, 2023

5,784,068

$ 0.82

4.01

~~During August 2022,~~At March 31, 2023, options to purchase 2,630,803 shares of common stock were vested and options to purchase 3,153,265 shares of common stock remained unvested. The Company expects to incur expenses for the ~~Company issued 750,000~~unvested options ~~valued at approximately $1,123,000~~totaling $2,167,081 as ~~part of compensation to three directors (Note 7). The options vested immediately upon issuance.~~they vest.

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CORRELATE INFRASTRUCTURE PARTNERS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~The following table presents the Company’s options as of September 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

2,125,000

1.16

4.97

Forfeited

-

-

-

Exercised

-

-

-

Options as of September 30, 2022

4,184,068

$ 0.85

4.45

At September, 2022, options to purchase 1,621,350 shares of common stock were vested and options to purchase 2,562,718 shares of common stock remained unvested. The Company expects to incur expenses for the unvested options totaling $1,680,658 as they vest.
~~NOTE 6 – CONCENTRATIONS~~
The Company had the following revenue concentrations for the three and nine months ended September 30, 2022 and 2021 and accounts receivable concentrations as of September 30, 2022 and December 31, 2021:

Revenues

Revenues

Accounts Receivable

Three Months Ended September 30,

Nine Months Ended September 30,

September 30,

December 31,

Customer

2022

2021

2022

2021

2022

2021

Customer A

41%

*

42%

*

*

*

Customer B

39%

*

39%

*

56%

*

Customer C

14%

*

12%

*

24%

*

Customer D

*

100%

*

69%

*

*

Customer E

*

*

*

31%

*

69%
Customer F

*

*

*

*

16%

*

Customer F

*

*

*

*

*

19%
Customer F

*

*

*

*

*

12%

* = Less than 10%

NOTE 76 – RELATED PARTY TRANSACTIONS

Shareholder Advances and Payables

At ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company had ~~informal~~ 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 and holds approximately 10% of the Company’s common stock.

At ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company had advances payable of $11,865, respectively, due to an individual who holds 3%less than 5% of the Company’s ~~Common Stock.~~common stock.

At ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company had advances payable of $62,500 ~~respectively~~ due to an individual who is the Company’s largest shareholder. At March 31, 2023, this individual held approximately 31% of the Company’s common stock.

At ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company had accounts payable of ~~$120,000,~~$259,000 and $256,000, respectively, due to Elysian Fields Disposal, LLC, an entity owned by the Company’s largest shareholder. The Company incurred $3,000 of operating expenses with the entity during the period ended March 31, 2023.

~~Michaels Consulting~~
~~As of September 30, 2022~~At March 31, 2023 and December 31, ~~2021,~~2022, the Company had accounts payable of $73,000, respectively, due to ~~Michaels Consulting totaling $344,000 and $364,000, respectively.~~
13
~~Table of Contents~~
~~CORRELATE INFRASTRUCTURE PARTNERS INC.~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Loutex Production Company, an entity owned by the Company’s largest shareholder.

At March 31, 2023, the Company had accounts payable of $20,000 due to P&C Ventures, Inc.
The Company incurred $20,000 of operating expenses with P&C Ventures Inc. during the period ended March 31, 2023. Mr. Cory Hunt, who was named a director of the Company on December 28, 2021, is an owner and officer of P&C Ventures, Inc. ~~During January~~
Michaels Consulting
At March 31, 2023 and December 31, 2022, the Company ~~entered into a~~had accounts payable of $344,000, respectively, due to Michaels Consulting, an entity owned by the wife of Mr. Michaels.
Notes Payable
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.
Convertible Notes Payable
During January 2023, the Company entered into a convertible note agreement with Mr. Michaels totaling $100,000 and issued 200,000 warrants, valued at approximately $209,000, related to the note, as disclosed in Note 4.

~~Director Options~~
During August 2022, the Company’s directors, Robert Powell, Cory Hunt, and Matthew Flemming, each received 250,000 options valued at approximately $374,000 (Note 5). The options vested immediately upon issuance.
Accrued Bonus

At ~~September 30, 2022,~~March 31, 2023, the Company accrued bonus compensation for its CEO and CFO of approximately ~~$112,500~~$150,000 and ~~$85,151,~~$115,000, respectively. The accrued bonus compensation was unchanged from December 31, 2022.

NOTE 87 – SUBSEQUENT EVENTS

~~Options~~
~~During October 2022, the Company issued 100,000 options valued at $168,678 as part of a non-executive employment agreement.~~
~~Asset Purchase Agreement~~
~~During October 2022,~~From April to May 2023, the Company entered into ~~an Asset Purchase Agreement whereby~~four 14% convertible note payable agreements with proceeds totaling $700,000. The convertible notes, which have identical terms, require quarterly interest payments with the principal due at maturity eighteen months from issuances and are convertible at $3.20 per share of common stock. The conversion features were valued at $93,549 and recorded as a derivative liability pursuant to the Company’s contract ordering policy. In connection with the convertible notes, the Company ~~acquired~~issued a total of 1,400,000 warrants to purchase shares of common stock exercisable at $0.85 per share. The warrants, which were immediately vested, were valued at $932,739 and recorded as a derivative liability pursuant to the ~~rights to solar projects from~~Company’s contract ordering policy. As a ~~third party. As consideration,~~result of the derivative liabilities, the Company ~~agreed~~recorded additional debt discounts totaling $700,000.
From April to ~~pay~~May 2023, the ~~third party 25%~~Company issued 150,000 options to purchase shares of ~~the developer fees received for each of the projects that are developed and issued the third party 75,000 warrants.~~common stock exercisable at prices ranging from $0.54 to $0.572 per share. The ~~warrants,~~options, which vest over 36 months, were valued at ~~$238,765, vested immediately and are exercisable for three years at an exercise price of $1.59 per share.~~
~~Securities Purchase Agreement~~$105,796.

During ~~November 2022,~~April 2023, the Company entered into a securities purchase agreement with a third party Investor whereby the Company may issue up to five notes in the aggregate principal amount of $1,100,000. Each note shall have a face amount of $220,000, including an original issuance discount of $20,000, a guaranteed interest rate of 7%, and ten installments of $23,540 every 30 days commencing 90 days from the issuance date until maturity 12 months after issuance. The guaranteed interest shall be addedconsulting agreement. Pursuant to the ~~principal balance immediately on the issuance date. Each note shall be issued with commitment shares, returnable shares, and detachable warrants.~~
On the closing date of the first note, the Company shall issue the Investor a total of 9,500 commitment shares as additional consideration for the purchase of the note (the “First Closing Commitment Shares”). The value of each of the Commitment Shares shall be equal to the closing price of the Company’s Common Stock on the Closing Date. At each subsequent closing, the Company will issue the Buyer that number of commitment shares equal in monetary value to the value of the First Closing Commitment Shares on the first closing date.
On the closing date of the first note, the Company shall issue the Investor a total of 80,000 restricted shares of common stock as returnable shares (the “First Closing Returnable Shares”). The shares shall be returned to the Company by the Investor if no event of default occurs under the note. At each subsequent closing, the Company will issue the Investor that number of returnable shares equal in monetary value to the value of the First Closing Returnable Shares on the first closing date.
On the closing date of each note, the Company shall issue the Investor warrants to purchase 150,000 shares of common stock at an exercise price of $1.00 per share. The warrants shall vest immediately and be exercisable for two years from the issuance date.
Any time following an Event of Default, the Investor shall have the right to convert the note into common stock of the Company. The conversion price shall be fixed at $1.00 per share. However, if the Company’s common stock has a closing price below $1.00 for at least 5 consecutive trading days, then the fixed conversion price shall be adjusted to $0.50 per share and the Investor may convert any amounts due under the note into the lower of the $0.50 fixed conversion price or 70% of the lowest daily VWAP of the Company’s common stock for the 20 trading days immediately preceding the delivery of a conversion notice.
On November 7, 2022, the Company and the Investor closed on the first of the notes under the Securities Purchase Agreement and issued a note payable in the amount of $220,000. The note included an original issuance discount of $20,000, a guaranteed interest rate of 7%, and ten installments of $23,540 every 30 days commencing 90 days from the issuance date until maturity on November 7, 2023. In connection with the note,consulting agreement, the Company issued ~~the investor 9,500~~500,000 shares of common stock valued at ~~$11,875 for~~$425,000. 125,000 shares vested immediately, with the ~~First Closing Commitment Shares, 80,000 restricted~~remaining 375,000 shares vested over 24 months.
During April 2023, the Company paid $6,995 in accrued interest due to four noteholders by issuing 7,661 shares of common stock. Included in these shares were 1,350 shares issued to the wife of the Company’s CEO and 2,815 shares issued to the Company’s CEO.
During April 2023, the Company issued 58,496 warrants to purchase shares of common stock exercisable at $0.85 per share for ~~the First Closing Returnable Shares, and~~two years. The warrants, ~~to purchase 150,000 shares of common stock~~which were immediately vested, were valued at ~~$186,151.~~$47,858.

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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 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,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward- looking statements.
Overview

Correlate Infrastructure Partners Inc. (OTCQB: CIPI), formerly Triccar Inc., ~~together with~~through its ~~subsidiaries (collectively~~main operating subsidiary, Correlate Inc., offers a complete suite of proprietary clean energy assessment and fulfilment solutions for the ~~“Company”, “Correlate”, “we”, “us”~~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 ~~“our”), is a tech-enabled development, finance, and fulfillment~~financing platform for ~~distributed~~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 across North America. Our integrated solutions include solar, cogeneration, energy storage, electric vehicle infrastructure, and intelligent efficiency retrofits for community-scale applications. We reduce costs, improve comfort, and increase energy reliability for home, work, and commerce while eliminating the adoption barriers to net zero carbon goals.
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.~~scale.

Recently Issued Accounting Pronouncements

During the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, and through ~~November 10, 2022,~~May 15, 2023, 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.~~March 31, 2023.

Liquidity and Capital Resources

At ~~September 30, 2022,~~March 31, 2023, the Company had a cash balance of ~~$348,688,~~$741,405, as compared to a cash balance of ~~$252,189~~$96,308 at December 31, ~~2021.~~2022. The Company incurred negative cash flow from operations of ~~$1,975,196~~$1,089,233 for the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, as compared to negative cash flow from operations of ~~$43,744~~$731,652 in the comparable prior ~~year.~~year period. 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.~~period. Cash flows from financing activities during the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, totaled ~~$2,080,000~~$1,734,330 and were the result of ~~$1,930,000~~$1,804,950 in proceeds from loan agreements ~~(see Footnote 4)~~ and ~~$150,000 from the issuance~~$70,620 in repayments of ~~our common stock (see Footnote 5).~~loan agreements. 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.

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Table of Contents

Results of Operations

Comparison of the Three Months Ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~

For the three months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company’s revenues totaled ~~$2,312,577~~$50,734 and ~~$15,291,~~$68,408, respectively. ~~The increase of $2,297,286, or 15,024%, 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 ~~continue to~~ increase significantly as revenues are recognized from projects in ~~progress.~~progress and in the pipeline.

Gross profit for the three months ended ~~September 30, 2022,~~March 31, 2023, totaled ~~$143,439~~$4,875 compared to a gross ~~profit~~loss of ~~$1,921~~$706 in the comparable prior year period. ~~The $141,518 increase in gross profit was due to the Company’s increased operations, growth plans, and efforts to optimize project installation and equipment costs.~~ We anticipate future gross margins to increase from the current level as we commercialize new project opportunities and cover more fixed costs within cost of sales and expand our margins.

For the three months ended ~~September 30, 2022,~~March 31, 2023, our operating expenses increased to ~~$2,429,478~~$1,208,148 compared to ~~$2,907~~$773,528 for the comparable period in ~~2021.~~2022. The increase of ~~$2,426,571,~~$434,620, or ~~83,473%~~56%, 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 September 30, 2022. The increased legal and professional fees were incurred primarily in connection with the Company’s acquisition and capital raising programs.staff. Compensation expenses for the three months ended ~~September 30, 2022~~March 31, 2023 included approximately ~~$363,000, $372,000,~~$481,691 and ~~$1,307,000~~$253,851 in salaries and wages ~~bonuses,~~ and the non-cash expenses of stock-based compensation, respectively, compared to $-0- in the prior period. Of the stock-based compensation, approximately $1,123,000 was from options issued to the Company’s directors. We anticipate future operating expenses to increase with the expansion of operations, resulting in increased expenses related to wages$279,345 and ~~compensation, advertising, and insurance partially offset by added contribution margins from anticipated revenue growth.~~
For the three months ended September 30, 2022, other expenses totaled $300,878, compared to $-0- in the comparable period in 2021. This increase in other expenses was due to $43,381 in added interest expense and $257,497 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 loss of $2,586,917 for the three months ended September 30, 2022.~~
~~Comparison of the Nine Months Ended September 30, 2022 and 2021~~
For the nine months ended September 30, 2022 and 2021, the Company’s revenues totaled $2,617,675 and $24,526, respectively. The increase of $2,593,149, or 10,573%, 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 continue to increase as revenues are recognized on projects in progress.
Gross profit for the nine months ended September 30, 2022, totaled $185,477 compared to a gross profit of $7,440 in the comparable prior year period. The $178,037 increase in gross profit was due to the Company’s increased operations, growth plans and efforts to optimize project installation and equipment costs. We anticipate future gross margins to increase from the current level as we commercialize new project opportunities, increase revenues, cover more fixed costs within cost of sales and expand our margins.
For the nine months ended September 30, 2022, our operating expenses increased to $4,647,800 compared to $16,141 for the comparable period in 2021. The increase of $4,631,659, or 28,695%, 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 September 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 nine months ended September 30, 2022 included approximately $969,000, $372,000, and $1,637,000 in salaries and wages, bonuses, and the non-cash expenses of stock-based compensation,$150,504, respectively, ~~compared to $-0-~~ in the prior period. 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 ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, other expenses totaled ~~$799,384,~~$2,207,080, compared to ~~$-0-~~$199,226 in the comparable period in ~~2021.~~2022. This increase in other expenses was ~~due to $685,639~~primarily driven by financing costs totaling $3,808,565 which were the result of derivative liabilities, and $788,282 in amortization of debt ~~discounts and $113,745 in added interest expense~~discount incurred during the period ended March 31, 2023 compared to $166,485 during the period ended March 31, 2022. The expenses during the period ended March 31, 2023 were partially offset by a $2,487,120 decrease in the fair value of derivative liabilities. We anticipate our other expenses to ~~increase~~remain elevated as the Company incurs interest from debt and related financing costs to expand its operations.
The activities above resulted in net losses of $3,410,353 and $973,460 for the three months ended March 31, 2023 and 2022, respectively.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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Table of Contents

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 carried out an evaluation of the effectiveness and design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the Exchange Act). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, at ~~September 30, 2022,~~March 31, 2023, such disclosure controls and procedures were not effective.

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

Limitations on the Effectiveness of Controls: Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our Chief Executive Officer and Chief Financial Officer have concluded, based on their evaluation as of the end of the period covered by this Quarterly Report that our disclosure controls and procedures were not sufficiently effective to provide reasonable assurance that the objectives of our disclosure control system were met.

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~~three-month period ended ~~September 30, 2022~~March 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Table of Contents

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.~~During the three-month period ended March 31, 2023, we sold an aggregate of $1,804,950 of our convertible promissory notes and issued an aggregate of 3,609,900 warrants to purchase shares of our common stock in connection with the issuance of the notes and 3,127,858 warrants to purchase shares of our common stock in connection with a note amendment. Each of the purchasers of the notes represented to the Company that such purchaser is an "accredited" for purposes of Rule 501 of Regulation D. The issuance of the warrants was made in a private placement exempt from registration under Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated under the Act.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During November 2022, the Company entered into a securities purchase agreement with a third party Investor whereby the Company may issue up to five notes in the aggregate principal amount of $1,100,000. Each note shall have a face amount of $220,000, including an original issuance discount of $20,000, a guaranteed interest rate of 7%, and ten installments of $23,540 every 30 days commencing 90 days from the issuance date until maturity 12 months after issuance. The guaranteed interest shall be added to the principal balance immediately on the issuance date. Each note shall be issued with commitment shares, returnable shares, and detachable warrants.
On the closing date of the first note, the Company shall issue the Investor a total of 9,500 commitment shares as additional consideration for the purchase of the note (the “First Closing Commitment Shares”). The value of each of the Commitment Shares shall be equal to the closing price of the Company’s Common Stock on the Closing Date. At each subsequent closing, the Company will issue the Buyer that number of commitment shares equal in monetary value to the value of the First Closing Commitment Shares on the first closing date.
On the closing date of the first note, the Company shall issue the Investor a total of 80,000 restricted shares of common stock as returnable shares (the “First Closing Returnable Shares”). The shares shall be returned to the Company by the Investor if no event of default occurs under the note. At each subsequent closing, the Company will issue the Investor that number of returnable shares equal in monetary value to the value of the First Closing Returnable Shares on the first closing date.
On the closing date of each note, the Company shall issue the Investor warrants to purchase 150,000 shares of common stock at an exercise price of $1.00 per share. The warrants shall vest immediately and be exercisable for two years from the issuance date.None.

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Table of Contents

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.

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Table of Contents

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: ~~November 10, 2022~~May 15, 2023

Correlate Infrastructure Partners Inc.
(Registrant)

/s/ Todd Michaels

Todd Michaels
Chief Executive Officer
(Principal Executive Officer)

~~Dated: November 10, 2022~~

Dated: May 15, 2023
Correlate Infrastructure Partners Inc.
(Registrant)

/s/ Channing F. Chen

Channing F. Chen
Chief Financial Officer
(Principal Financial Officer)

2021

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

						Balances - At Issuance				Balances - 3/31/2023
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	$	87,888
1/25/2023	7/25/2024		14	%	$3.20/Share		74,975		74,975		74,975		66,145
1/30/2023	7/30/2024		14	%	$3.20/Share		100,000		100,000		100,000		88,888
2/17/2023	8/17/2024		14	%	$3.20/Share		1,000,000		1,000,000		1,000,000		916,666
3/7/2023	9/7/2024		14	%	$3.20/Share		100,000		100,000		100,000		96,000
3/14/2023	9/10/2024		14	%	$3.20/Share		250,000		250,000		250,000		243,000
3/27/2023	9/27/2024		14	%	$3.20/Share		100,000		100,000		100,000		99,500
3/30/2023	9/30/2024		14	%	$3.20/Share		79,975		79,975		79,975		79,975
										$	1,804,950	$	1,678,062

					Balances - At Issuance				Balances - 12/31/2022
Origination	Maturity	Interest			Principal		Discount		Principal		Discount
5/29/2020	3/31/2050		4	%	$	20,400	$	-	$	20,400	$	-
1/11/2022	1/11/2023		10	%		1,350,000		934,128		1,485,000		38,922
7/29/2022	1/29/2024		10	%		50,000		29,664		50,000		21,424
8/11/2022	2/11/2024		10	%		150,000		88,247		150,000		66,185
8/15/2022	2/15/2024		10	%		50,000		29,513		50,000		22,133
8/31/2022	2/28/2024		10	%		80,000		45,827		80,000		35,643
9/1/2022	3/1/2024		10	%		50,000		29,922		50,000		23,274
9/7/2022	3/7/2024		10	%		50,000		29,922		50,000		23,274
9/12/2022	3/12/2024		10	%		50,000		30,316		50,000		24,422
9/29/2022	3/29/2024		10	%		100,000		59,839		100,000		49,866
11/7/2022	11/7/2023		7	%		200,000		220,000		235,400		192,499
11/9/2022	5/9/2024		10	%		25,000		25,000		25,000		22,917
11/15/2022	5/15/2024		10	%		100,000		100,000		100,000		91,667
12/21/2022	12/21/2023		7	%		200,000		220,000		235,400		210,833
									$	2,681,200	$	823,059

December 31,	Amount
2023	$	1,994,109
2024		2,509,950
2025		-
2026		-
2027		-
Thereafter		20,400
		4,524,459
Less - Discounts		(3,403,656	)
	$	1,120,803

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (in years)
Warrants as of December 31, 2021		-	$	-		-
Issued		3,280,000		0.38		1.55
Exercised		-		-		-
Warrants as of September 30, 2022		3,280,000	$	0.38		0.95

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)

Dated: ~~November 10, 2022~~May 15, 2023		Correlate Infrastructure Partners Inc. (Registrant) /s/ Todd Michaels
		Todd Michaels Chief Executive Officer (Principal Executive Officer)
	~~Dated: November 10, 2022~~
Dated: May 15, 2023		Correlate Infrastructure Partners Inc. (Registrant) /s/ Channing F. Chen
		Channing F. Chen Chief Financial Officer (Principal Financial Officer)