Correlate Infrastructure Partners (CIPI) 10-K 14 Apr 22 2021 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2021	Apr. 15, 2022	Jun. 30, 2021
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2021
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	0-30746
Entity Registrant Name	CORRELATE INFRASTRUCTURE PARTNERS INC.
Entity Central Index Key	0001108645
Entity Tax Identification Number	84-4250492
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	220 Travis Street
Entity Address, Address Line Two	Suite 501
Entity Address, City or Town	Shreveport
Entity Address, State or Province	LA
Entity Address, Postal Zip Code	71101
City Area Code	(855)
Local Phone Number	264-4060
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 12,200,751
Entity Common Stock, Shares Outstanding		34,649,920
Auditor Firm ID	76
Auditor Name	Turner, Stone & Company, L.L.P.
Auditor Location	Dallas, Texas

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash	$ 252,189	$ 74,375
Accounts receivable, net of allowance for doubful accounts	40,807	1,247
Total current assets	292,996	75,622
Other assets
Goodwill	762,851
Total other assets	1,164,101
Total assets	1,457,097	75,622
Current liabilities
Accounts payable	819,413	413,212
Accrued expenses	58,345	960
Shareholder advances	96,519	34,019
Line of credit	30,000
SAFE investments		175,000
Total current liabilities	1,004,277	623,191
Notes payable	20,400
Total liabilities	1,024,677	623,191
Stockholders' equity (deficit)
Preferred stock $.0001 par value; authorized 50,000,000 shares with -0- issued and outstanding at December 31, 2021 and 2020, respectively
Additional paid-in capital	1,534,474	457,700
Accumulated deficit	(1,105,518)	(1,015,269)
Total stockholders' equity (deficit)	432,420	(547,569)
Total liabilities and stockholders' equity (deficit)	1,457,097	75,622
Common Class A [Member]
Stockholders' equity (deficit)
Common Stock, Value, Issued	3,464	7,250
Total stockholders' equity (deficit)	3,464	7,250
Common Class B [Member]
Stockholders' equity (deficit)
Common Stock, Value, Issued		2,750
Total stockholders' equity (deficit)	0	2,750
Trademarks and Trade Names [Member]
Other assets
Intangible assets - developed technology, net	139,700
Customer-Related Intangible Assets [Member]
Other assets
Intangible assets - developed technology, net	233,800
Technology-Based Intangible Assets [Member]
Other assets
Intangible assets - developed technology, net	$ 27,750

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	50,000,000	50,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.0001
Common Stock, Shares Authorized	400,000,000
Common Class A [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	372,500,000	372,500,000
Common Stock, Shares, Issued	34,639,920	72,500,000
Common Stock, Shares, Outstanding	34,639,920	72,500,000
Common Class B [Member]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	27,500,000	27,500,000
Common Stock, Shares, Issued	0	27,500,000
Common Stock, Shares, Outstanding	0	27,500,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Revenues	$ 98,446	$ 170,719
Cost of revenues	88,751	235,978
Gross profit (loss)	9,695	(65,259)
Operating expenses
General and administrative	15,309	10,643
Insurance	1,014	4,712
Legal and professional	48,314	5,852
Travel	12,656	13,216
Bad debt	7,651	84,706
Total operating expenses	84,944	119,129
Loss from operations	(75,249)	(184,388)
Other income (expense)
Interest expense	(15,000)
Total other income (expense)	(15,000)
Net loss	$ (90,249)	$ (184,388)
Loss per share	$ 0	$ 0
Weighted average shares outstanding - basic and diluted	49,703,889	87,103,825

CONSOLIDATED STATEMENTS OF STOC

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Common Class A [Member]	Common Class B [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 525	$ 275	$ 466,900	$ (830,881)	$ (363,181)
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2019	52,500,000	27,500,000
Effect of pre-merger TCCR transactions	$ 6,725	$ 2,475	(9,200)	0	0
[custom:StockIssuedDuringPeriodSharesPreMergerTCCRTransactions]	20,000,000
Net loss	$ 0	$ 0	0	(184,388)	(184,388)
Ending balance, value at Dec. 31, 2020	$ 7,250	$ 2,750	457,700	(1,015,269)	(547,569)
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2020	72,500,000	27,500,000
Effect of pre-merger TCCR transactions	$ (4,650)	$ (2,750)	7,400	0	0
[custom:StockIssuedDuringPeriodSharesPreMergerTCCRTransactions]	(46,500,000)	(27,500,000)
Net loss	$ 0	$ 0	0	(90,249)	(90,249)
Effect of pre-merger Correlate transactions	$ 0	$ 0	175,000	0	175,000
[custom:StockIssuedDuringPeriodSharesPreMergerCorrelateTransactions]
Effect of Correlate merger	$ 630	$ 0	(205,168)	0	(204,538)
[custom:StockIssuedDuringPeriodSharesCorrelateMerger]	6,300,000
Effect of acquisition	$ 234	$ 0	1,099,542	0	1,099,776
Stock Issued During Period, Shares, Acquisitions	2,339,920
Ending balance, value at Dec. 31, 2021	$ 3,464	$ 0	$ 1,534,474	$ (1,105,518)	$ 432,420
Common Stock, Shares, Outstanding, Ending Balance at Dec. 31, 2021	34,639,920	0

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating activities
Net loss	$ (90,249)	$ (184,388)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Bad debt expense	7,651	84,706
Operating expenses paid by shareholder	35,000
Changes in operating assets and liabilities:
Accounts receivable	(31,279)	(45,029)
Accounts payable	58,891	151,724
Accrued expenses	(19,659)	(6,941)
Net cash provided by (used in) operating activities	(39,645)	72
Investing activities
Cash received from merger and acquisition	217,459
Net cash provided by investing activities	217,459
Financing activities
Net cash provided by financing activities
Net increase in cash	177,814	72
Cash - beginning of year	74,375	74,303
Cash - end of year	252,189	74,375
Cash paid for income taxes
Cash paid for interest
Supplemental schedule of non-cash investing and financing activities
Common shares issued for conversion of SAFE investments	175,000
Assets and liabilities from merger	418,442
Assets and liabilities from acquisition	$ 1,183,588

NATURE OF THE ORGANIZATION AND

NATURE OF THE ORGANIZATION AND BUSINESS	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
NATURE OF THE ORGANIZATION AND BUSINESS	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. Correlate Exchange Agreement On December 28, 2021 (“Correlate Closing Date”) Triccar Inc. (“TCCR”), a Nevada corporation, entered into an Agreement and Plan of Share Exchange dated as of such date (the “Correlate Exchange Agreement”) with the Correlate, Inc. (“Correlate”), a Delaware corporation, and all of the shareholders of Correlate. Pursuant to the Exchange Agreement, TCCR acquired one hundred percent ( 100 6,300,000 As a result of former management of Correlate assuming the key management positions of TCCR, and due to the relative size of Correlate being significantly larger than TCCR, for financial statement reporting purposes, the asset acquisition has been treated as a reverse acquisition with Correlate deemed the accounting acquirer and TCCR deemed the accounting acquiree under the acquisition method of accounting in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805-10-55. The reverse acquisition is deemed a capital transaction and the net assets of Correlate (the accounting acquirer) are carried forward to TCCR (the legal acquirer and the reporting entity) at their carrying value before the acquisition. The acquisition process utilizes the capital structure of TCCR and the assets and liabilities of Correlate which are recorded at their historical cost. The equity of the Company is the historical equity of Correlate. Loyal Exchange Agreement On December 28, 2021 (“Loyal Closing Date”) the Company entered into an Agreement and Plan of Share Exchange dated as of such date (the “Loyal Exchange Agreement”) with Loyal Enterprises LLC dba Solar Site Design (“Loyal”), a Tennessee limited liability company, and all of the members of Loyal. Pursuant to the Loyal Exchange Agreement, the Company acquired one hundred percent ( 100 2,200,000 In connection with the Loyal Exchange Agreement, the Company issued 139,920 Nature of the Business Correlate 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 commercial solar industry. The accompanying consolidated financial statements include the accounts of the Company, and its subsidiaries. Going Concern The accompanying 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 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The 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. Use of Estimates The preparation of financial statements in conformity with generally 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no 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 December 31, 2021, none Accounts Receivable Accounts receivable consists of invoiced and unpaid sales. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer 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. During the years ended December 31, 2021 and 2020, the Company recorded bad debt expenses totaling $ 7,651 84,706 90,189 82,538 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. 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. While determining relative standalone selling price and identifying separate performance obligations require judgment, generally relative standalone selling prices and the separate performance obligations are readily identifiable as the Company sells those performance obligations unaccompanied by other performance obligations. 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 services. 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. 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 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. Income Taxes In accordance with FASB ASC Topic 740, "Income Taxes," the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense. Basic and Diluted Loss Per Share FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations. Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company had no potential additional dilutive securities outstanding at December 31, 2021 and 2020 except for the options detailed at Note 5. Recently Issued Accounting Standards During the years ended December 31, 2021 and 2020, 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 consolidated financial statements. Subsequent Events The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure consideration.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 3 – COMMITMENTS AND CONTINGENCIES From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations. Employment Agreements On December 28, 2021, the Company entered into an employment agreement with Mr. Todd Michaels, President and CEO, providing for an annual salary of $ 250,000 1,000,000 0.52 ten years 469,000 vest monthly over 36 months beginning one month from issuance On December 28, 2021, the Company entered into an employment agreement with Mr. Jason Loyet, Director of Commercial Solar, providing for an annual salary of $ 145,000 1,000,000 0.52 ten years 469,000 vest monthly over 36 months beginning one month from issuance.

DEBT

DEBT	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
DEBT	NOTE 4 – DEBT SAFE Investments From 2015 to 2018, Correlate issued Simple Agreements for Future Equity (“SAFE”). The SAFE agreements have no maturity date and bear no interest. The SAFE agreements provide a right to the holder to future equity in Correlate in the form of SAFE Preferred Stock. SAFE Preferred Stock are shares of a series of Preferred Stock issued to the investor in an equity financing, having identical rights, privileges, preferences and restrictions as the shares of standard Preferred Stock offered to non-holders of SAFE agreements other than with respect to: (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the Safe price (price per share equal to the valuation capitalization divided by the total capitalization of Correlate); and (ii) the basis for any dividend rights, which will be based on the conversion price. The number of shares issued to the holder is determined by either (1) the face value of the SAFE agreement divided by the price per share of the standard preferred stock issued, if the pre-money valuation is less than or equal to the valuation capitalization (ranging from $ 3,000,000 6,000,000 If there is a liquidity event (as defined in the SAFE agreements), the investor will, at their option, either (i) receive a cash payment equal to the face value of the SAFE agreement (“Purchase Amount”) or (ii) automatically receive from Correlate a number of shares of common stock equal to the Purchase Amount divided by the price per share equal to the valuation cap divided by the Liquidity Capitalization (“Liquidity Price”) (as defined in the SAFE agreements). If there are not enough funds to pay the holders of SAFE agreements in full, then all of Correlate’s available funds will be distributed with equal priority and pro-rata among the SAFE agreement holders in proportion to their Purchase Amounts and they will automatically receive the number of shares of common stock equal to the remaining unpaid Purchase Amount divided by the Liquidity Price. If there is a dissolution event (as defined in the SAFE agreements), Correlate will pay an amount equal to the Purchase Amount, due and payable to the investor immediately prior to, or concurrent with, the consummation of the dissolution event. The Purchase Amount will be paid prior and in preference to any distribution of any of the assets of Correlate to holders of outstanding capital stock. If immediately prior to the consummation of the dissolution event, the assets of Correlate legally available for distribution to all SAFE holders, are insufficient to permit the payment to their respective Purchase Amounts, then all of the assets of Correlate legally available for distribution will be distributed with equal priority and pro-rata among the SAFE holders as a single class. The SAFE agreements will expire and terminate upon either (i) the issuance of shares to the investor pursuant to an equity financing event or (ii) the payment, or setting aside for payment, of amounts due to the investor pursuant to a liquidity or dissolution event. Correlate had approximately $ 175,000 3,000,000 6,000,000 On December 23, 2021, in connection with the Correlate Exchange Agreement (Note 1) Correlate and the holders of the SAFE agreements converted the SAFE agreements under the liquidity event terms of the SAFE agreements through the issuance of 329,183 A summary of Correlate’s SAFE Investments Holder Date Balance at 12/31/2020 Valuation Cap 2021 Conversion Rate 2021 Conversion Shares Holder A (Note 7) 1/15/2015 $ 50,000 $ 3,000,000 $ 0.4177 119,703 Holder A (Note 7) 5/20/2016 50,000 $ 3,000,000 $ 0.4177 119,703 Holder B 3/16/2018 75,000 $ 6,000,000 $ 0.8354 89,777 $ 175,000 329,183 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. Line of Credit On October 3, 2014, the Company entered into a $ 30,000 interest increasing from 8.00% at issuance to 34.00% for the year ended December 31, 2021 39,730

EQUITY

EQUITY	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
EQUITY	NOTE 5 – EQUITY The total number of common stock authorized that may be issued by the Company is four hundred million ( 400,000,000 0.0001 372,500,000 1:1 27,500,000 20:1 50,000,000 0.0001 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 Correlate Options The following table presents Correlate’s options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of January 1, 2020 71,625 $ 0.41 7.08 Issued — $ — — Exchanged — $ — — Exercised — $ — — Options as of December 31, 2020 71,625 $ 0.41 6.08 Issued — $ — — Exchanged (71,625 ) $ (0.41 ) 5.08 Exercised — $ — — Options as of December 31, 2021 — $ — — The Correlate Exchange Agreement (Note 1) constituted a change of control transaction under Correlate’s 2015 Equity Incentive Plan. As a result, 59,068 71,625 Options During the period ended December 31, 2021, 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; a risk-free interest rate of 1.27 280 5 10 During December 2021, the Company issued 2,000,000 938,000 The following table presents the Company’s options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of December 31, 2020 — $ — — Issued 2,059,068 $ 0.52 5.14 Forfeited — $ — — Exercised — $ — — Options as of December 31, 2021 2,059,068 $ 0.52 5.13 At December 31, 2021, options to purchase 59,068 2,000,000 937,860

CONCENTRATIONS

CONCENTRATIONS	12 Months Ended
	Dec. 31, 2021
Risks and Uncertainties [Abstract]
CONCENTRATIONS	NOTE 6 – CONCENTRATIONS As of December 31, 2021 and 2020, and for the years then ended, the Company had the following Revenue and Accounts Receivable Concentrations Revenues Accounts Receivable Customer 2021 2020 12/31/2021 12/31/2020 Customer A 50 % — — — Customer B 25 % — 19 % — Customer C 18 % — — — Customer D — 54 % 69 % 99 % Customer E — 18 % — — Customer F — 12 % — — Customer G — — 12 % — — = Less than 10%

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 7 – RELATED PARTY TRANSACTIONS SAFE Investments Holder A (Note 4) is Mr. Robert Powell, who held 1% of the common stock in Correlate until the Correlate Exchange Agreement. Mr. Powell was named a director of the Company on December 28, 2021. At December 31, 2021, Mr. Powell held less than 1% of the Company’s Class A Common Stock. Shareholder Advances and Payables At December 31, 2021 and 2020, the Company had advances payable of $ 22,154 10 At December 31, 2021 and 2020, the Company had advances payable of $ 11,865 3 At December 31, 2021, the Company had advances payable of $ 62,500 18 At December 31, 2021, the Company had accounts payable of $ 120,000 Michaels Consulting During the years ended December 31, 2021 and 2020, the Company incurred consulting expenses totaling $ 60,000 100,000 364,000 304,000 P&C Ventures, Inc. 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 2022, the company entered into a note agreement with P&C Ventures, Inc., and issued warrants related to the notes as disclosed in Note 10.

FEDERAL INCOME TAX

FEDERAL INCOME TAX	12 Months Ended
	Dec. 31, 2021
Schedule of Investments [Abstract]
FEDERAL INCOME TAX	NOTE 8 – FEDERAL INCOME TAX The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. The provision (benefit) for Income Taxes 21 2021 2020 Federal tax statutory rate 21 % 21 % Temporary differences 0 % 0 % Permanent differences 1 % 0 % Valuation Allowance -22 % -21 % 0 % 0 % The Company had Deferred Income Tax Assets 2021 2020 Deferred tax assets Net operating loss carryforwards $ 232,000 $ 213,000 Temporary differences — — Permanent differences 7,000 6,000 Valuation allowance (239,000 ) (219,000 ) Net deferred tax assets $ — $ — The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying financial statements. The Company’s net deferred tax asset and valuation allowance increased by $ 20,000 39,000 At December 31, 2021, the Company had approximately $ 1,106,000 To the extent that the tax deduction is included in a net operating loss carry forward and is in excess of amounts recognized for book purposes, no benefit will be recognized until the loss carry forward is recognized. Upon utilization and realization of the carry forward, the corresponding change in the deferred asset and valuation allowance will be recorded as additional paid-in capital. As of December 31, 2021, the Company had no uncertain tax positions, or interest and penalties, that qualify for either recognition or disclosure in the financial statements. The company is subject to U.S. federal, state and local income tax examinations by tax authorities for years 2015 through 2019. The tax returns for the fiscal years ended December 31, 2021 and 2020 have not yet been filed.

BUSINESS COMBINATION

BUSINESS COMBINATION	12 Months Ended
	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
BUSINESS COMBINATION	NOTE 9 – BUSINESS COMBINATION Correlate Exchange Agreement On December 28, 2021, Correlate Inc. became a wholly owned subsidiary of the Company. As detailed in Note 1, Correlate was determined to be the accounting acquirer. Additionally, management determined that TCCR did not meet the definition of a business as described in ASC 805, Business Combinations, due to the only asset of TCCR was cash. The Assets and Liabilities Cash $ 213,904 Accounts payable (341,977 ) Accrued expenses (13,965 ) Shareholder advances (62,500 ) Loyal Exchange Agreement On December 28, 2021, Loyal became a wholly owned subsidiary of the Company. The acquisition date fair value of the consideration transferred for Loyal was approximately $ 1,099,776 2,339,920 The fair value of the common stock issued by the Company was determined using the closing stock price of the Company’s common shares on December 28, 2021. The following table summarizes the Fair Values of Assets Acquired and Liabilities Assumed Fair Value Cash $ 3,555 Accounts receivable 15,932 Intangible assets - trademark/trade name 139,700 Intangible assets - customer relationships 233,800 Intangible assets - developed technology 27,750 Goodwill 762,851 Accounts payable (5,333 ) Accrued expenses (28,079 ) Line of credit (30,000 ) Notes payable (20,400 ) Net assets acquired $ 1,099,776 The excess of purchase consideration over the fair value of assets acquired and liabilities assumed was recorded as goodwill. The resulting goodwill is primarily attributed to the expanded market opportunities, including integrating the Loyal service offerings with existing Company service offerings. The goodwill has no basis for U.S. income tax purposes. The following table sets forth the components of identifiable intangible assets Future Amortization Schedule Fair Value Useful Life 2022 2023 2024 2025 2026 Total Trademark/trade name $ 139,700 Indefinite $ — $ — $ — $ — $ — $ — Customer relationships 233,800 5 years 46,760 46,760 46,760 46,760 46,760 233,800 Developed technology 27,750 2 years 13,880 13,870 — — — 27,750 $ 401,250 $ 60,640 $ 60,630 $ 46,760 $ 46,760 $ 46,760 $ 261,550 The following pro forma financial information summarizes the combined results of operations for the Company and Loyal, as though the companies were combined as of January 1, 2020. The unaudited pro forma financial information was as follows: For the year ended December 31, 2021 2020 Total revenues $ 316,389 $ 276,948 Net loss $ (131,540 ) $ (326,597 ) The pro forma financial information for all periods presented above has been calculated after adjusting the results of Loyal to reflect the business combination accounting effects resulting from this acquisition, including the amortization expense from acquired intangible assets as though the acquisition occurred as of January 1, 2021. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at January 1, 2020.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS On January 11, 2022, the Company entered into a 10% note agreement with P&C Ventures, Inc. totaling $ 1,350,000 On January 12, 2022, P&C Ventures Inc. purchased 600,000 0.25 150,000 In connection with the January 11, 2022, note agreement, the Company issued P&C Ventures, Inc., 2,700,000 0.25 On January 18, 2022, the Company entered into an employment agreement with Mr. Channing Chen, CFO, providing for an annual salary of $ 200,000 1,000,000 0.96 ten years 868,000 vest monthly over 36 months beginning upon issuance. Item 9. Changes in and Disagreements with Accountants and Financial Disclosure. None. Our management evaluated, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO) the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this annual report on Form 10-K. In making this assessment, the Company used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by our internal controls. Management has identified a material weakness in the effectiveness of internal control over financial reporting related to a shortage of resources in the accounting department required to assure appropriate segregation of duties with employees having appropriate accounting qualifications related to our unique industry accounting and disclosure rules. Management has outsourced certain financial functions to mitigate the material weakness in internal control over financial reporting. We are also reviewing its finance and accounting staffing requirements. This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report. Limitations on the Effectiveness of Controls. Our management, including the CEO and CFO, do 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, can provide only reasonable, not absolute, assurance that the objectives of the 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 the 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. Scope of the Controls Evaluation. The CEO and CFO’s evaluation of our disclosure controls and the company’s internal controls included a review of the control objectives and design, the controls implementation by the company and the effect of the controls on the information generated for use in this report. In the course of the Controls Evaluation, the CEO and CFO sought to identify data errors, controls problems or acts of fraud and to confirm that appropriate corrective action, including process improvements, was being undertaken. This type of evaluation is to be done on a quarterly basis so that the conclusions concerning controls effectiveness can be reported in our quarterly reports on Form 10-Q and annual report on Form 10-K. Our internal controls are also evaluated on an ongoing basis by other personnel in the company’s organization and by our independent auditors in connection with their audit. The overall goals of these various evaluation activities are to monitor our disclosure controls and our internal controls and to make modifications as necessary; the company’s intent in this regard is that the disclosure controls and the internal controls will be maintained as dynamic systems that change (reflecting improvements and corrections) as conditions warrant. Among other matters, the Company sought in its evaluation to determine whether there were any “significant deficiencies” or “material weaknesses” in our internal controls, or whether we had identified any acts of fraud involving personnel who have a significant role in the internal controls. This information was important both for the control evaluation generally and because item 5 in the Section 302 Certifications of each of our CEO and CFO requires that the CEO and/or CFO disclose that information to the Audit Committee of our Board and to our independent auditors and report on related matters in this section of the report. In the professional auditing literature, “significant deficiencies” represent control issues that could have a significant adverse effect on the ability to record, process, summarize and report financial data in the consolidated financial statements. A “material weakness” is defined in the auditing literature as a particularly serious significant deficiency where the internal control does not reduce to a relatively low level the risk that misstatements caused by error or fraud may occur in amounts that would be material in relation to the consolidated financial statements and not be detected within a timely period by employees in the normal course of performing their assigned functions. We also sought to deal with other controls matters in the controls evaluation, and in each case if a problem was identified, the Company considered what revision, improvement and/or correction to make in accordance with the on-going procedures. Item 9B. Other Information NONE The following table sets forth the names of our Executive Officers and Directors as of the date of this Annual Report. Directors hold office for a period of one year from their election at the annual meeting of stockholders or until their successors are duly elected and qualified. Officers are elected by, and serve at the discretion of, the Board of Directors. Name Age Position Todd Michaels 47 Chief Executive Officer, President and Director Channing F. Chen 50 Chief Financial Officer Jason Loyet 47 Director of Commercial Solar of Correlate Inc. and Director Matthew Flemming 53 Chairman of the Board of Director Bob Powell 58 Director Cory Hunt 41 Director Mr. Michaels Mr. Chen Mr. Loyet Mr. Flemming Mr. Powell Mr. Hunt Director Independence and Qualifications The Board of Directors has determined that each of Messrs. Powell and Hunt qualify as an “independent director.” Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship with the Company that, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be independent if: · the Director is, or at any time during the past three years was, an employee of the Company, · the Director or a family member of the Director accepted any compensation from the Company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service), · a family member of the Director is, or at any time during the past three years was, an Executive Officer of the Company, · the director or a family member of the Director is a partner in, controlling stockholder of, or an Executive Officer of an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions), · the Director or a family member of the Director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the Company served on the compensation committee of such other entity, or , · the Director or a family member of the Director is a current partner of the Company’s outside auditor, or at any time during the past three years was a partner or employee of the Company’s outside auditor, and who worked on the Company’s audit. The Board believes that the qualifications of the Directors, as set forth in their biographies which are listed above and briefly summarized in this section, gives them the qualifications and skills to serve as a Director of our Company. All of our directors have strong business backgrounds. The Board also believes that each of the Directors has other key attributes that are important to an effective Board: integrity and demonstrated high ethical standards; sound judgment; analytical skills; the ability to engage management and each other in a constructive and collaborative fashion and the commitment to devote significant time and energy to service on the Board and its Committees. Involvement in Certain Legal Proceedings Except as set forth below, none of our directors or executive officers has, during the past ten years: · been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses), · been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, futures, commodities or banking activities, or, · been found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated, or, · has had any bankruptcy petition filed by or against any business of which he was a general partner or executive officer, either at the time of the bankruptcy or within two years prior to that time. Mr. Flemming was an executive officer of HII Technologies, Inc. (“HII”) in 2016. Subsequent to his employment with HII, that company entered into a plan of reorganization under Chapter 11. Family Relationships There are no family relationships among the individuals comprising our Board of Directors, management and other key personnel. Board Composition Our certificate of incorporation, as amended, and bylaws provide that the authorized number of Directors may be changed only by resolution of the Board. We currently have five Directors with each Director serving a one-year term which will expire at our next annual meeting of stockholders. At each annual meeting of stockholders, the successors to the current Directors will be elected to serve until the next annual meeting following the election. Board Committees Our Board intends to form the following three committees: Audit Committee, Nominating and Governance Committee, and a Compensation Committee, each of which is described below. All standing committees will operate under charters that will be approved by the Board. Copies of the charters of the Audit Committee, Compensation Committee and the Nominating and Governance Committee will be posted on our website at such time as they are approved by the Board Audit Committee. The Audit Committee’s primary functions will be to: · assist the monitoring the integrity of our financial statements, · appoint and retain the independent registered public accounting firm to conduct the annual audit and quarterly reviews of our financial statements and review the firm’s independence, · review the proposed scope and results of the audit and discuss required communications in connection with the audit, · review and pre-approve the independent registered public accounting firm’s audit and non-audit services rendered, · review accounting and financial controls with the independent registered public accounting firm and our financial and accounting staff, · meet regularly with the independent registered public accounting firm without management present, · recognize and prevent prohibited non-audit services, · establish procedures for complaints received by us regarding accounting matters, · review, pass on the fairness of, and approve “related-party transactions” as required by and in conformance with the rules and regulations of the SEC, · establish procedures for the identification of management of potential conflicts of interest, and review and approve any transactions where such potential conflicts have been identified, and, · prepare the report of the audit committee that SEC rules require to be included in our annual meeting proxy statement. Compensation Committee. · review and recommend the compensation arrangements for management, including the compensation for our Chief Executive Officer, · establish and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals, · approve and oversee reimbursement policies for Directors, Executive Officers and key employees, · administer our stock incentive plan, · review and discuss the compensation discussion and analysis prepared by management to be included in our Annual Report, proxy statement or any other applicable filings as required by the SEC, and · prepare the report of the compensation committee that SEC rules require to be included in our annual meeting proxy statement. Decisions regarding executive compensation will ultimately be determined by the Board upon recommendations of the Compensation Committee, which will review a number of factors in its decisions, including market information about the compensation of executive officers at similar-sized companies within our industry and geographic region, and recommendations from our Chief Executive Officer. The Compensation Committee may consult external compensation consultants to assist with the recommendation of executive compensation. Nominating and Governance Committee. · identify the appropriate size, functioning and needs of and nominate members of the Board, · develop and recommend to the Board of Directors a set of corporate governance principles applicable to our company and review at least annually our code of conduct and ethics, · review and maintain oversight of matters relating to the independence of our board and committee members, in light of the independence standards of the Sarbanes-Oxley Act of 2002 and the rules of the NASDAQ Stock Market, and · Oversee the evaluation of the Board and management. The Nominating and Governance Committee will recommend to the Board candidates for nomination to the Board. When considering individuals to recommend for nomination as Directors, our Nominating and Governance Committee will seek persons who possess the following characteristics: integrity, education, commitment to the Board, business judgment, relevant business experience, diversity, reputation, and high-performance standards. The Nominating and Governance Committee may engage the services of third-party search firms to assist in identifying and assessing the qualifications of Director candidates. The Nominating and Governance Committee will consider recommendations for Director candidates from stockholders, provided that the stockholder submits the Director nominee and reasonable supporting material concerning the nominee by the due date for a stockholder proposal to be included in the Company’s Proxy Statement for the applicable annual meeting as set forth in the rules of the SEC then in effect. The Nominating and Governance Committee will consider properly and timely submitted Director candidates recommended by stockholders of the Company. Stockholders who wish to suggest qualified candidates for election to the Board should write to 220 Travis Street, Suite 501, Shreveport, Louisiana 71101 Attn: President. These recommendations should include detailed biographical information concerning the nominee, his or her qualifications to be a member of the Board and a description of any relationship the nominee has to other stockholders of the Company. A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a Director should accompany any such recommendation. Board Leadership Structure and Role in Risk Oversight Our Board evaluates its leadership structure and role in risk oversight on an ongoing basis. Currently, Matthew Flemming serves as Chairman of the Board. Our Board determines what leadership structure it deems appropriate based on factors such as the experience of the applicable individuals, the current business environment of the Company and other relevant factors. After considering these factors, our Board has determined that the role of Chairman of the Board, is an appropriate Board leadership structure for our company at this time. The Board is also responsible for oversight of our risk management practices, while management is responsible for the day-to-day risk management processes. This division of responsibilities is the most effective approach for addressing the risks facing the Company, and the Company’s Board leadership structure supports this approach. Through our Chief Executive Officer and other members of management, the Board receives periodic reports regarding the risks facing the Company. In addition, the Audit Committee assists the Board in its oversight role by receiving periodic reports regarding our risk and control environment. Corporate Code of Conduct and Ethics We intend to adopt a corporate Code of Conduct and Ethics at our next quarterly board meeting. The text of our Code of Conduct and Ethics, which will apply to our officers and each member of our Board, will be posted in the “Corporate Governance” section of our website, www.correlateinfra.com www.correlateinfra.com Executive Compensation On December 28, 2021, we entered into an employment agreement with Mr. Michaels to serve as our chief executive officer and president. Pursuant to the terms of the agreement, Mr. Michaels is paid an annual salary of $250,000 and receives health care insurance and other customary benefits. The initial term of the agreement is for a period of three years, with automatic one year extensions after the first term. In addition to Mr. Michaels base salary, Mr. Michaels is entitled to bonuses at the discretion of the Compensation Committee of the Board of Directors. On January 18, 2021, we entered into an employment agreement with Mr. Chen to serve as our chief financial officer. Pursuant to the terms of the agreement, Mr. Chen is paid an annual salary of $200,000, which will increase to $250,000 upon the Company’s completion of a financing in the minimum amount of $10,000,000, and receives health care insurance and other customary benefits. The initial term of the agreement is for a period of three years, with automatic one year extensions after the first term. In addition to Mr. Chen’s base salary, Mr. Chen is entitled to bonuses at the discretion of the Compensation Committee of the Board of Directors and his base salary will be increased by seven percent (7%) per annum, provided certain performance criteria is met. Mr. Chen was also granted options, pursuant to the Company’s 2021 Equity Incentive Plan, to purchase up to 1,000,000 shares of our common stock at an exercise price of $0.96 per share, which options vest equally on a monthly basis throughout the initial term of the employment agreement. On December 28, 2021, Correlate Inc., our wholly-owned subsidiary, entered into an employment agreement with Mr. Loyet to serve as the director of commercial solar of Correlate. Pursuant to the terms of the agreement, Mr. Loyet is paid an annual salary of $145,000 and receives health care insurance and other customary benefits. The initial term of the agreement is for a period of three years, with automatic one year extensions after the first term. In addition to Mr. Loyet’s base salary, Mr. Loyet is entitled to bonuses at the discretion of the managers of Correlate. Certain Relationships and Related Transactions and Director Independence The following is a description of the transactions we have engaged in since January 1, 2021, with our Directors and Officers and beneficial owners of more than five percent of our voting securities and their affiliates: On January 15, 2015, Correlate entered into an agreement with Mr. Bob Powell, a member of our board of directors, pursuant to which Mr. Powell provided Correlate $50,000. The $50,000 was provided to Correlate as a SAFE agreement. The SAFE agreements have no maturity date and bear no interest. The SAFE agreements provide a right to the holder to future equity in Correlate in the form of SAFE Preferred Stock. In connection with the Company’s acquisition of Correlate, the January 2015 SAFE agreement was converted into 119,703 shares of common stock of the Company on December 28, 2021. On May 20, 2016, Correlate entered into an additional SAFE agreement with Mr. Bob Powell in the amount of $50,000. In connection with the Company’s acquisition of Correlate, the May 2016 SAFE agreement was converted into 119,703 shares of common stock of the Company on December 28, 2021. The holder of the line of credit described in Note 4 to the financial statements, held less than 1% of the Company’s Common Stock at December 31, 2021. At December 31, 2021 and 2020, the Company had advances payable of $22,154, respectively, due to the Company’s CEO, Mr. Todd Michaels. At December 31, 2021 and 2020, the Company had advances payable of $11,865, respectively, due to an individual who held 17% of Correlate Inc.’s common stock until the Company acquired 100% of the capital stock of Correlate Inc. pursuant to the terms of the Correlate Exchange Agreement dated December 28, 2021 (see Note 5 to the financial statements). At December 31, 2021, after completion of the acquisition of Correlate Inc. by the Company, this individual held 3% of the Company’s Common Stock. At December 31, 2021, the Company had advances payable of $62,500 due to an individual who is the Company’s largest shareholder. As of December 31, 2021, this individual held 31.9% of the Company’s Common Stock. At December 31, 2021, the Company had accounts payable of $120,000 due to Elysian Fields Disposal, LLC, an entity owned by the Company’s largest shareholder. During the years ended December 31, 2021 and 2020, the Company incurred consulting expenses totaling $60,000 and $100,000, respectively, from Michaels Consulting, an entity owned by the wife of Mr. Michaels. As of December 31, 2021 and 2020, the Company had accounts payable due to Michaels Consulting totaling $364,000 and $304,000, respectively. Employment Agreements On December 28, 2021, the Company entered into an employment agreement with Mr. Todd Michaels, President and CEO, providing for an annual salary of $250,000 per year. As part of the agreement, the Company issued Mr. Michaels 1,000,000 options exercisable at $0.52 per share for ten years. The options, valued at approximately $469,000 on the issuance date, vest monthly over 36 months beginning one month from issuance. On December 28, 2021, the Company entered into an employment agreement with Mr. Jason Loyet, Director of Commercial Solar, providing for an annual salary of $145,000 per year. As part of the agreement, the Company issued Mr. Loyet 1,000,000 options exercisable at $0.52 per share for ten years. The options, valued at approximately $469,000 on the issuance date, vest monthly over 36 months beginning one month from issuance. The Board of Directors intends to adopt a Related Party Transaction Policy for the review of related person transactions. Under these policies and procedures, the audit committee will review related person transactions in which we are or will be a participant to determine if they are fair and beneficial to the Company. Financial transactions, arrangements, relationships or any series of similar transactions, arrangements or relationships in which a related person has or will have a material interest and that exceeds the lesser of: (i) $120,000, and (ii) one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, in the aggregate per year will be subject to the audit committee’s review. Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberation or vote requesting approval or ratification of the transaction. Transactions that are subject to the policy include any transaction, arrangement or relationship (including indebtedness or guarantees of indebtedness) in which the Company is a participant with a related person. The related person may have a direct or indirect material interest in the transaction. It is Company policy that the audit committee shall approve any related party transaction before the commencement of the transaction. However, if the transaction is not identified before commencement, it must still be presented to the audit committee for their review and ratification. For more information regarding related party transactions, see the section entitled “Certain Relationships and Related Transactions” below. Director Independence Our Board of Directors has determined that Messrs. Powell and Hunt are “independent” as defined under the standards set forth in Rule 5605 of the NASDAQ Stock Market Rules. In making this determination, the Board of Directors considered all transactions set forth under “Certain Relationships and Related Transactions.” Legal Proceedings To the best of our knowledge, none of our Directors or Executive Officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree, or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our Directors, Director nominees, or Executive Officers has been involved in any transactions with us or any of our Directors, Executive Officers, affiliates, or associates which are required to be disclosed pursuant to the rules and regulations of the Commission. Summary Compensation Table The following table shows the total compensation earned during the fiscal years ended December 31, 2021 and 2020 to (1) our Chief Executive Officer, and (2) our other named executive officers during the fiscal years ended December 31, 2021 and 2020 (collectively, the “named executive officers”): Name and principal position Year Salary Bonus Stock (5) Option (5) Non-equity Non-qualified All other Total ($) Todd Michaels 2021 — — — 469,000 — — — 469,000 Chief Executive Officer 2020 — — — — — — — Matthew Flemming 2021 — — — — — — — — Former Chief Executive Officer (1) William Townsend 2021 — — — — — — — — Former Chief Executive Officer (2) 2020 — — — — — — — — Katrina Yao 2021 — — — — — — — — Former Chief Financial Officer (3) 2020 — — — — — — — — Donald Ray Lawhorne Former Chief Financial Officer (3) 2020 — — — — — — — — (1) Mr. Flemming served as our Chief Executive Officer from May 2021 through December 28, 2021. (2) Mr. Townsend served as our Chief Executive Officer from February 2020 through May 2021. (3) Ms. Yao served as our Chief Financial Officer from February 2020 through May 2021. (4) (5) Mr. Lawhorne served as our Chief Executive Officer from July 2013 through February 2020. Share awards are valued at the fair value at the grant date. Stock options are valued at a fair value in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718. All options vest at the date of grant and are exercisable at the market value at the date of grant. For information regarding assumptions underlying the determination of grant date fair value of share and option awards in accordance with FASB ASC Topic 718, see note 2 of notes to financial statements included herein. All compensation awarded to directors and executive officers are deliberated among, and approved by, the entire board of directors and upon the formation of our Compensation Committee will be under the Compensation Committees control. Director Compensation Director Compensation Table During the year ended December 31, 2021, we did not compensate any of our non-executive, independent directors for their Board service. Cash Compensation of Directors Members of our Board of Directors do not currently receive cash compensation for their services, however, the Board may in the future determine to compensate it members through the payment of cash compensation. We reimburse our non-employee directors for out-of-pocket expenses for attending in-person board meetings. Equity Compensation of Directors Our directors are eligible to participate in our 2021 Equity Incentive Plan. Outstanding Equity Awards at 2021 Year End There were 1,000,000 outstanding unexercised options, unvested stock and equity incentive plan awards held by our executive officers as of December 31, 2021. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth certain information with respect to the beneficial ownership of our Common Stock as of April 14, 2022 for: (1) all persons who are beneficial owners of 5% or more of our common stock, (2) each of our officers and directors, and (3) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Unless otherwise indicated, each of the persons listed below has sole voting and investment power with respect to the shares beneficially owned by them. As of April 14, 2022, there were 3

NATURE OF THE ORGANIZATION AN_2

NATURE OF THE ORGANIZATION AND BUSINESS (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Going Concern	Going Concern The accompanying 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 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The 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.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with generally 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	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 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 December 31, 2021, none
Accounts Receivable	Accounts Receivable Accounts receivable consists of invoiced and unpaid sales. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer 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. During the years ended December 31, 2021 and 2020, the Company recorded bad debt expenses totaling $ 7,651 84,706 90,189 82,538
Intangible Assets	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	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.
Revenue Recognition	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. While determining relative standalone selling price and identifying separate performance obligations require judgment, generally relative standalone selling prices and the separate performance obligations are readily identifiable as the Company sells those performance obligations unaccompanied by other performance obligations. 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 services. 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.
Financial Instruments	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 balance sheets approximates fair value.
Commitments and Contingencies	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.
Income Taxes	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	Basic and Diluted Loss Per Share FASB ASC Topic 260, Earnings Per Share, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (EPS) computations. Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company had no potential additional dilutive securities outstanding at December 31, 2021 and 2020 except for the options detailed at Note 5.
Recently Issued Accounting Standards	Recently Issued Accounting Standards During the years ended December 31, 2021 and 2020, 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 consolidated financial statements.
Subsequent Events	Subsequent Events The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure consideration.

DEBT (Tables)

DEBT (Tables)	12 Months Ended
	Dec. 31, 2021
Debt Disclosure [Abstract]
SAFE Investments	A summary of Correlate’s SAFE Investments Holder Date Balance at 12/31/2020 Valuation Cap 2021 Conversion Rate 2021 Conversion Shares Holder A (Note 7) 1/15/2015 $ 50,000 $ 3,000,000 $ 0.4177 119,703 Holder A (Note 7) 5/20/2016 50,000 $ 3,000,000 $ 0.4177 119,703 Holder B 3/16/2018 75,000 $ 6,000,000 $ 0.8354 89,777 $ 175,000 329,183

EQUITY (Tables)

EQUITY (Tables)	12 Months Ended
	Dec. 31, 2021
Accounting Policies [Abstract]
Correlate’s options	The following table presents Correlate’s options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of January 1, 2020 71,625 $ 0.41 7.08 Issued — $ — — Exchanged — $ — — Exercised — $ — — Options as of December 31, 2020 71,625 $ 0.41 6.08 Issued — $ — — Exchanged (71,625 ) $ (0.41 ) 5.08 Exercised — $ — — Options as of December 31, 2021 — $ — — The Correlate Exchange Agreement (Note 1) constituted a change of control transaction under Correlate’s 2015 Equity Incentive Plan. As a result, 59,068 71,625
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]	Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of January 1, 2020 71,625 $ 0.41 7.08 Issued — $ — — Exchanged — $ — — Exercised — $ — — Options as of December 31, 2020 71,625 $ 0.41 6.08 Issued — $ — — Exchanged (71,625 ) $ (0.41 ) 5.08 Exercised — $ — — Options as of December 31, 2021 — $ — — The Correlate Exchange Agreement (Note 1) constituted a change of control transaction under Correlate’s 2015 Equity Incentive Plan. As a result, 59,068 71,625
Company’s options	The following table presents the Company’s options Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of December 31, 2020 — $ — — Issued 2,059,068 $ 0.52 5.14 Forfeited — $ — — Exercised — $ — — Options as of December 31, 2021 2,059,068 $ 0.52 5.13

CONCENTRATIONS (Tables)

CONCENTRATIONS (Tables)	12 Months Ended
	Dec. 31, 2021
Risks and Uncertainties [Abstract]
Revenue and Accounts Receivable Concentrations	As of December 31, 2021 and 2020, and for the years then ended, the Company had the following Revenue and Accounts Receivable Concentrations
Revenue and Accounts Receivable Concentrations (Detail)	Revenues Accounts Receivable Customer 2021 2020 12/31/2021 12/31/2020 Customer A 50 % — — — Customer B 25 % — 19 % — Customer C 18 % — — — Customer D — 54 % 69 % 99 % Customer E — 18 % — — Customer F — 12 % — — Customer G — — 12 % — — = Less than 10%

FEDERAL INCOME TAX (Tables)

FEDERAL INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2021
Schedule of Investments [Abstract]
Income Taxes	The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. The provision (benefit) for Income Taxes 21 2021 2020 Federal tax statutory rate 21 % 21 % Temporary differences 0 % 0 % Permanent differences 1 % 0 % Valuation Allowance -22 % -21 % 0 % 0 %
Deferred Income Tax Assets	The Company had Deferred Income Tax Assets 2021 2020 Deferred tax assets Net operating loss carryforwards $ 232,000 $ 213,000 Temporary differences — — Permanent differences 7,000 6,000 Valuation allowance (239,000 ) (219,000 ) Net deferred tax assets $ — $ —

BUSINESS COMBINATION (Tables)

BUSINESS COMBINATION (Tables)	12 Months Ended
	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Assets and Liabilities	On December 28, 2021, Correlate Inc. became a wholly owned subsidiary of the Company. As detailed in Note 1, Correlate was determined to be the accounting acquirer. Additionally, management determined that TCCR did not meet the definition of a business as described in ASC 805, Business Combinations, due to the only asset of TCCR was cash. The Assets and Liabilities Cash $ 213,904 Accounts payable (341,977 ) Accrued expenses (13,965 ) Shareholder advances (62,500 )
Fair Values of Assets Acquired and Liabilities Assumed	The following table summarizes the Fair Values of Assets Acquired and Liabilities Assumed Fair Value Cash $ 3,555 Accounts receivable 15,932 Intangible assets - trademark/trade name 139,700 Intangible assets - customer relationships 233,800 Intangible assets - developed technology 27,750 Goodwill 762,851 Accounts payable (5,333 ) Accrued expenses (28,079 ) Line of credit (30,000 ) Notes payable (20,400 ) Net assets acquired $ 1,099,776
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]	Fair Value Cash $ 3,555 Accounts receivable 15,932 Intangible assets - trademark/trade name 139,700 Intangible assets - customer relationships 233,800 Intangible assets - developed technology 27,750 Goodwill 762,851 Accounts payable (5,333 ) Accrued expenses (28,079 ) Line of credit (30,000 ) Notes payable (20,400 ) Net assets acquired $ 1,099,776
Future Amortization Shedule	Future Amortization Schedule Fair Value Useful Life 2022 2023 2024 2025 2026 Total Trademark/trade name $ 139,700 Indefinite $ — $ — $ — $ — $ — $ — Customer relationships 233,800 5 years 46,760 46,760 46,760 46,760 46,760 233,800 Developed technology 27,750 2 years 13,880 13,870 — — — 27,750 $ 401,250 $ 60,640 $ 60,630 $ 46,760 $ 46,760 $ 46,760 $ 261,550
The following pro forma financial information summarizes the combined results of operations for the Company and Loyal, as though the companies were combined as of January 1, 2020. The unaudited pro forma financial information was as follows:	The following pro forma financial information summarizes the combined results of operations for the Company and Loyal, as though the companies were combined as of January 1, 2020. The unaudited pro forma financial information was as follows: For the year ended December 31, 2021 2020 Total revenues $ 316,389 $ 276,948 Net loss $ (131,540 ) $ (326,597 )
[custom:UnauditedProFormaFinancialInformationTableTextBlock]	For the year ended December 31, 2021 2020 Total revenues $ 316,389 $ 276,948 Net loss $ (131,540 ) $ (326,597 )

NATURE OF THE ORGANIZATION AN_3

NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) - shares	Dec. 28, 2021	Dec. 31, 2021
Correlate Exchange Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage	100.00%
Correlate Exchange Agreement [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	6,300,000
Loyal Exchange Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage	100.00%
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares		2,339,920
Loyal Exchange Agreement [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	2,200,000
[custom:BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssuedToThirdParty]	139,920

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
[custom:CashAndCashEquivalentsAtCarryingValueForShortTermInvestments-0]	$ 0	$ 0
Cash, FDIC Insured Amount	0
Accounts Receivable, Credit Loss Expense (Reversal)	7,651	84,706
Allowance for Doubtful Accounts, Premiums and Other Receivables	$ 90,189	$ 82,538

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Dec. 28, 2021	Dec. 31, 2021
Michaels Employment Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Salary and Wage, Excluding Cost of Good and Service Sold	$ 250,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	1,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.52
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	10 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	$ 469,000
[custom:OptionsVestingDescription]		vest monthly over 36 months beginning one month from issuance
Loyet Employment Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Salary and Wage, Excluding Cost of Good and Service Sold	$ 145,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	1,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.52
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	10 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	$ 469,000
[custom:OptionsVestingDescription]		vest monthly over 36 months beginning one month from issuance.

SAFE Investments (Details)

SAFE Investments (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Conversion of Stock, Shares Issued	329,183
Holder A [Member] | Note 7 Issue 1 [Member]
Debt Instrument, Issuance Date	Jan. 15, 2015
[custom:SAFEObligationsOutstanding-0]		$ 50,000
[custom:ValuationCap]	$ 3,000,000
[custom:SAFEConversionRate]	$ 0.4177
Conversion of Stock, Shares Issued	119,703
Holder A [Member] | Note 7 Issue 2 [Member]
Debt Instrument, Issuance Date	May 20, 2016
[custom:SAFEObligationsOutstanding-0]		50,000
[custom:ValuationCap]	$ 3,000,000
[custom:SAFEConversionRate]	$ 0.4177
Conversion of Stock, Shares Issued	119,703
Holder B [Member]
Debt Instrument, Issuance Date	Mar. 16, 2018
[custom:SAFEObligationsOutstanding-0]		75,000
[custom:ValuationCap]	$ 6,000,000
[custom:SAFEConversionRate]	$ 0.8354
Conversion of Stock, Shares Issued	89,777
Total [Member]
[custom:SAFEObligationsOutstanding-0]		$ 175,000
Conversion of Stock, Shares Issued	329,183

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Oct. 03, 2014
Debt Instrument [Line Items]
[custom:SAFEInvestments-0]		$ 175,000
Conversion of Stock, Shares Issued	329,183
[custom:EconomicInjuryDisasterLoanDescription]	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.
Long-term Line of Credit	$ 30,000		$ 30,000
Line of Credit Facility, Interest Rate Description	interest increasing from 8.00% at issuance to 34.00% for the year ended December 31, 2021
Line of Credit Facility, Fair Value of Amount Outstanding	$ 39,730
Minimum [Member]
Debt Instrument [Line Items]
[custom:ValuationCap]	3,000,000
Maximum [Member]
Debt Instrument [Line Items]
[custom:ValuationCap]	$ 6,000,000

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)	Apr. 05, 2022	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 28, 2021
Property, Plant and Equipment [Line Items]
Common Stock, Shares Authorized		400,000,000	400,000,000
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
Common Stock, Voting Rights	1:1
Preferred Stock, Shares Authorized		50,000,000	50,000,000	50,000,000
Preferred Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001	$ 0.0001
Options Issued In Exchange For Correlate Options					59,068
[custom:OptionsExchangedInExchangeForCorrelateOptions-0]					71,625
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares			59,068
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares		2,000,000	2,000,000
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedTotalExpenses-0]		$ 937,860	$ 937,860
Employment Agreements [Member]
Property, Plant and Equipment [Line Items]
Options Issued		$ 2,000,000
Shares Granted, Value, Share-based Payment Arrangement, after Forfeiture		$ 938,000
Minimum [Member]
Property, Plant and Equipment [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term			5 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term			10 years
Options [Member]
Property, Plant and Equipment [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate			1.27%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate			280.00%
Common Class A [Member]
Property, Plant and Equipment [Line Items]
Common Stock, Shares Authorized		372,500,000	372,500,000	372,500,000
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Voting Rights			1:1	1:1
Common Class B [Member]
Property, Plant and Equipment [Line Items]
Common Stock, Shares Authorized		27,500,000	27,500,000	27,500,000
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Voting Rights			20:1	20:1

Correlate Options (Detail)

Correlate Options (Detail) - Correlate Options [Member] - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance	71,625	71,625
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance	$ 0.41	$ 0.41
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingBeginningWeightedAverageRemainingContractualTerm2-1]	6 years 29 days	7 years 29 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	0	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 0	$ 0
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsIssuedWeightedAverageRemainingContractualTerm2]
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExchangedInPeriod]	(71,625)	0
[custom:ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExchangedInPeriodWeightedAverageExercisePrice]	$ (0.41)	$ 0
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExchangedWeightedAverageRemainingContractualTerm2]	5 years 29 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	0	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price	$ 0	$ 0
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisedWeightedAverageRemainingContractualTerm2]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance	0	71,625
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 0	$ 0.41
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingBeginningWeightedAverageRemainingContractualTerm2-2]		6 years 29 days

Company_s options (Details)

Company’s options (Details) - Company Options [Member]	12 Months Ended
	Dec. 31, 2021$ / sharesshares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | shares	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 0
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingBeginningWeightedAverageRemainingContractualTerm2-1]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares	2,059,068
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares	$ 0.52
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsIssuedWeightedAverageRemainingContractualTerm2]	5 years 1 month 20 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | shares	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ / shares	$ 0
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsForfeitedWeightedAverageRemainingContractualTerm2]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | shares	0
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares	$ 0
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsExercisedWeightedAverageRemainingContractualTerm2]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | shares	2,059,068
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares	$ 0.52
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingBeginningWeightedAverageRemainingContractualTerm2-2]	5 years 1 month 17 days

Revenue and Accounts Receivable

Revenue and Accounts Receivable Concentrations (Detail)	Dec. 31, 2021	Dec. 31, 2020
Revenues [Member]
Customer A	50
Customer B	25
Customer C	18
Customer D		54
Customer E		18
Customer F		12
Customer G
Accounts Receivable [Member]
Customer A
Customer B	19
Customer C
Customer D	69	99
Customer E
Customer F
Customer G	12

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative)	12 Months Ended
	Dec. 31, 2021USD ($)	Dec. 31, 2020USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Professional and Contract Services Expense	$ 60,000	$ 100,000
Todd Michaels [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
[custom:AdvancesPayableRelatedPartiesCurrentAndNoncurrent-0]	$ 22,154	22,154
Todd Michaels [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
[custom:PercentageHeldInCompany-0]	0.10
Individual Counterparty [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
[custom:AdvancesPayableRelatedPartiesCurrentAndNoncurrent-0]	$ 11,865	11,865
Individual Counterparty [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
[custom:PercentageHeldInCompany-0]	0.03
Largest Shareholder [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
[custom:AdvancesPayableRelatedPartiesCurrentAndNoncurrent-0]	$ 62,500
Largest Shareholder [Member] | Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
[custom:PercentageHeldInCompany-0]	0.18
Elysian Fields Disposal [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts Payable, Related Parties	$ 120,000
Michaels Consulting [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts Payable, Related Parties	$ 364,000	$ 304,000

Income Taxes (Details)

Income Taxes (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of Investments [Abstract]
Federal tax statutory rate	21.00%	21.00%
Temporary differences	0.00%	0.00%
Permanent differences	1.00%	0.00%
Valuation Allowance	(22.00%)	(21.00%)
[custom:ProvisionBenefitForIncomeTaxes]	0.00%	0.00%

Deferred Income Tax Assets (Det

Deferred Income Tax Assets (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Net operating loss carryforwards	$ 232,000	$ 213,000
Temporary differences
Permanent differences	7,000	6,000
Valuation allowance	(239,000)	(219,000)
Net deferred tax assets

FEDERAL INCOME TAX (Details Nar

FEDERAL INCOME TAX (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of Investments [Abstract]
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount	$ 20,000	$ 39,000
Operating Loss Carryforwards	$ 1,106,000

Assets and Liabilities (Details

Assets and Liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 28, 2021	Dec. 31, 2020	Dec. 31, 2019
Business Combination and Asset Acquisition [Abstract]
Cash and Cash Equivalents, at Carrying Value	$ 252,189	$ 213,904	$ 74,375	$ 74,303
Accounts Payable, Current	819,413	(341,977)	413,212
Accrued Liabilities, Current	58,345	(13,965)	960
Customer Advances, Current	$ 96,519	$ (62,500)	$ 34,019

BUSINESS COMBINATION (Details N

BUSINESS COMBINATION (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 28, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity Issued in Business Combination, Fair Value Disclosure		$ 1,099,776
Loyal Exchange Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares	2,339,920

Fair Value of Assets Acquired a

Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($)	Dec. 31, 2021	Dec. 28, 2021	Dec. 31, 2020	Oct. 03, 2014
Impairment Effects on Earnings Per Share [Line Items]
Goodwill	$ 762,851
Accounts payable	819,413	$ (341,977)	413,212
Accrued expenses	58,345	(13,965)	960
Line of credit	30,000			$ 30,000
Notes payable	$ 20,400
Loyal Exchange [Member]
Impairment Effects on Earnings Per Share [Line Items]
Cash		3,555
Accounts receivable		15,932
Intangible assets - trademark/trade name		139,700
Intangible assets - customer relationships		233,800
Intangible assets - developed technology		27,750
Goodwill		762,851
Accounts payable		(5,333)
Accrued expenses		(28,079)
Line of credit		(30,000)
Notes payable		(20,400)
Net assets acquired		$ 1,099,776

Future Amortization Shedule (De

Future Amortization Shedule (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 28, 2021	Dec. 31, 2020
Trademarks and Trade Names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived Intangible Assets, Fair Value Disclosure		$ 139,700
Intangible Asset Useful Life	Indefinite
Finite-Lived Intangible Asset, Expected Amortization, Year One		0
Finite-Lived Intangible Asset, Expected Amortization, Year Two		0
Finite-Lived Intangible Asset, Expected Amortization, Year Three		0
Finite-Lived Intangible Asset, Expected Amortization, Year Four		0
Finite-Lived Intangible Asset, Expected Amortization, Year Five		0
Finite-Lived Intangible Assets, Net	$ 139,700	0
Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived Intangible Assets, Fair Value Disclosure		233,800
Intangible Asset Useful Life	5 years
Finite-Lived Intangible Asset, Expected Amortization, Year One		46,760
Finite-Lived Intangible Asset, Expected Amortization, Year Two		46,760
Finite-Lived Intangible Asset, Expected Amortization, Year Three		46,760
Finite-Lived Intangible Asset, Expected Amortization, Year Four		46,760
Finite-Lived Intangible Asset, Expected Amortization, Year Five		46,760
Finite-Lived Intangible Assets, Net		233,800
Technology-Based Intangible Assets [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived Intangible Assets, Fair Value Disclosure		27,750
Intangible Asset Useful Life	2 years
Finite-Lived Intangible Asset, Expected Amortization, Year One		13,880
Finite-Lived Intangible Asset, Expected Amortization, Year Two		13,870
Finite-Lived Intangible Asset, Expected Amortization, Year Three		0
Finite-Lived Intangible Asset, Expected Amortization, Year Four		0
Finite-Lived Intangible Asset, Expected Amortization, Year Five		0
Finite-Lived Intangible Assets, Net	$ 27,750	27,750
Total [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived Intangible Assets, Fair Value Disclosure		401,250
Finite-Lived Intangible Asset, Expected Amortization, Year One		60,640
Finite-Lived Intangible Asset, Expected Amortization, Year Two		60,630
Finite-Lived Intangible Asset, Expected Amortization, Year Three		46,760
Finite-Lived Intangible Asset, Expected Amortization, Year Four		46,760
Finite-Lived Intangible Asset, Expected Amortization, Year Five		46,760
Finite-Lived Intangible Assets, Net		$ 261,550

Unaudited Pro Forma Financial I

Unaudited Pro Forma Financial Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]
Net loss	$ (90,249)	$ (184,388)
Pro Forma Financial Information [Member]
Restructuring Cost and Reserve [Line Items]
Total revenues	316,389	276,948
Net loss	$ (131,540)	$ (326,597)

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Jan. 18, 2022	Dec. 31, 2021	Jan. 12, 2022	Jan. 11, 2022
Convertible Notes Payable, Current				$ 1,350,000
Common Stock, Par or Stated Value Per Share		$ 0.0001
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right				2,700,000
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 0.25
Chen Employment Agreement [Member]
Salary and Wage, Excluding Cost of Good and Service Sold	$ 200,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	1,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.96
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	10 years
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value	$ 868,000
[custom:OptionsVestingDescription]	vest monthly over 36 months beginning upon issuance.
P C Ventures [Member]
Common Stock, Shares, Issued			600,000
Common Stock, Par or Stated Value Per Share			$ 0.25
Proceeds from Issuance of Common Stock		$ 150,000