Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 13, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55825 | |
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 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 Common Stock, Shares Outstanding | 34,639,920 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 1,020,537 | $ 252,189 |
Accounts receivable, net of allowance for doubtful accounts | 91,987 | 40,807 |
Prepaid expenses | 11,000 | 0 |
Total current assets | 1,123,524 | 292,996 |
Other assets | ||
Intangible assets - trademark/trade name | 139,700 | 139,700 |
Intangible assets - customer relationships, net | 222,110 | 233,800 |
Intangible assets - developed technology, net | 24,280 | 27,750 |
Goodwill | 762,851 | 762,851 |
Total other assets | 1,148,941 | 1,164,101 |
Total assets | 2,272,465 | 1,457,097 |
Current liabilities | ||
Accounts payable | 744,333 | 819,413 |
Accrued expenses | 105,264 | 58,345 |
Shareholder advances | 96,519 | 96,519 |
Line of credit | 30,000 | 30,000 |
Notes payable, current portion, net of discount | 717,357 | 0 |
Total current liabilities | 1,693,473 | 1,004,277 |
Notes payable, net of current portion | 20,400 | 20,400 |
Total liabilities | 1,713,873 | 1,024,677 |
Stockholders' equity | ||
Preferred stock $.0001 par value; authorized 50,000,000 shares with 0 issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 0 | 0 |
Additional paid-in capital | 2,634,046 | 1,534,474 |
Accumulated deficit | (2,078,978) | (1,105,518) |
Total stockholders' equity | 558,592 | 432,420 |
Total liabilities and stockholders' equity | 2,272,465 | 1,457,097 |
Common Class A [Member] | ||
Stockholders' equity | ||
Common Stock, Value, Issued | 3,524 | 3,464 |
Total stockholders' equity | 3,524 | 3,464 |
Common Class B [Member] | ||
Stockholders' equity | ||
Common Stock, Value, Issued | 0 | 0 |
Total stockholders' equity | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 Outstanding | 0 | 0 |
Preferred Stock, Shares Issued | 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, Outstanding | 35,239,920 | 34,639,920 |
Common Stock, Shares, Issued | 35,239,920 | 34,639,920 |
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, Outstanding | 0 | 0 |
Common Stock, Shares, Issued | 0 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 68,408 | $ 7,651 |
Cost of revenues | 69,114 | 2,861 |
Gross profit (loss) | (706) | 4,790 |
Operating expenses | ||
General and administrative | 546,234 | 2,324 |
Insurance | 1,171 | 0 |
Legal and professional | 182,008 | 1,353 |
Travel | 28,955 | 4,620 |
Depreciation and amortization | 15,160 | 0 |
Total operating expenses | 773,528 | 8,297 |
Loss from operations | (774,234) | (3,507) |
Other income (expense) | ||
Interest expense | (32,741) | 0 |
Amortization of debt discount | (166,485) | 0 |
Total other income (expense) | (199,226) | 0 |
Net loss | $ (973,460) | $ (3,507) |
Loss per share | $ (0.03) | $ 0 |
Weighted average shares outstanding - basic | 35,159,920 | 100,000,000 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) (UNAUDITED) - USD ($) | Common Class A [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 7,250 | $ 2,750 | $ 457,700 | $ (1,015,269) | $ (547,569) |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 72,500,000 | 27,500,000 | |||
Net loss | $ 0 | $ 0 | 0 | (3,507) | (3,507) |
Ending balance, value at Mar. 31, 2021 | $ 7,250 | $ 2,750 | 457,700 | (1,018,776) | (551,076) |
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 72,500,000 | 27,500,000 | |||
Beginning balance, value at Dec. 31, 2021 | $ 3,464 | $ 0 | 1,534,474 | (1,105,518) | 432,420 |
Common Stock, Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 34,639,920 | 0 | |||
Net loss | $ 0 | $ 0 | 0 | (973,460) | (973,460) |
Issuance of warrants in connection with debt | 0 | 0 | 799,128 | 0 | 799,128 |
Stock based compensation | 0 | 0 | 150,504 | 0 | 150,504 |
Issuances of shares for cash | 60 | 0 | 149,940 | 0 | $ 150,000 |
Shares Issued for Cash Shares | 600,000 | ||||
Ending balance, value at Mar. 31, 2022 | $ 3,524 | $ 0 | $ 2,634,046 | $ (2,078,978) | $ 558,592 |
Common Stock, Shares, Outstanding, Ending Balance at Mar. 31, 2022 | 35,239,920 | 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating activities | ||
Net loss | $ (973,460) | $ (3,507) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 15,160 | 0 |
Amortization of debt discount | 166,485 | 0 |
Stock-based compensation | 150,504 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (51,180) | (7,651) |
Prepaid expenses | (11,000) | 0 |
Accounts payable | (75,080) | (27,290) |
Accrued expenses | 46,919 | 2,837 |
Net cash provided by (used in) operating activities | (731,652) | (35,611) |
Investing activities | ||
Net cash provided by investing activities | 0 | 0 |
Financing activities | ||
Proceeds from issuance of notes payable | 1,350,000 | 0 |
Proceeds from issuance of common stock | 150,000 | 0 |
Net cash provided by financing activities | 1,500,000 | |
Net increase in cash | 768,348 | (35,611) |
Cash - beginning of year | 252,189 | 74,375 |
Cash - end of year | 1,020,537 | 38,764 |
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 0 | 0 |
Supplemental schedule of non-cash investing and financing activities | ||
Discount on note payable from issuance of warrants | $ 799,128 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no 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 March 31, 2022, $ 700,556 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. As of March 31, 2022 and December 31, 2021, the Company’s allowance for doubtful accounts was $ 90,189 Intangible Assets Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Impairment Assessment The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset's carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. 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 Recently Issued Accounting Standards During the period ended March 31, 2022, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2022 | |
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 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 upon issuance |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 4 – DEBT Notes Payable On January 11, 2022, the Company entered into a 10 1,350,000 quarterly January 11, 2023 2,700,000 warrants exercisable at $0.25 per share (Note 5). The warrants were fully vested at issuance and expire on July 11, 2023. 1,958,000 632,643 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 period ended March 31, 2022 40,330 |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2022 | |
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 During January 2022, the Company sold 600,000 150,000 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 Warrants During the period ended March 31, 2022, the Company calculated the fair value of the warrants granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; a risk-free interest rate of 0.70 428 0.25 18 months During January 2022, the Company issued 2,700,000 1,958,000 The following table presents the Company’s warrants Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Warrants as of December 31, 2021 - $ - - Issued 2,700,000 $ 0.25 1.50 Exercised - $ - - Warrants as of March 31, 2022 2,700,000 $ 0.25 1.28 At March 31, 2022, all of the Company’s outstanding warrants were vested. Options During the period ended March 31, 2022, 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 1.65 282 0.96 5 During January 2022, the Company issued 1,000,000 868,000 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, 2021 2,059,068 $ 0.52 5.13 Issued 1,000,000 $ 0.96 5.00 Forfeited - $ - - Exercised - $ - - Options as of March 31, 2022 3,059,068 $ 0.66 4.86 At March 31, 2022, options to purchase 309,070 2,749,998 1,655,525 |
CONCENTRATIONS
CONCENTRATIONS | 3 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 6 – CONCENTRATIONS The Company had the following revenue concentrations for the three months ended March 31, 2022 and 2021 and Accounts Receivable Concentrations Revenues Three Months Ended March 31, Accounts Receivable Customer 2022 2021 3/31/2022 12/31/2021 Customer A 65 % * 19 % * Customer B 23 % * * * Customer C 10 % * * * Customer D * 100 % 50 % 69 % Customer E * * 14 % 19 % Customer F * * * 12 % * = Less than 10% |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS Shareholder Advances and Payables At March 31, 2022 and December 31, 2021, the Company had advances payable of $ 22,154 At March 31, 2022 and December 31, 2021, the Company had advances payable of $ 11,865 At March 31, 2022 and December 31, 2021, the Company had advances payable of $ 62,500 At March 31, 2022 and December 31, 2021, the Company had accounts payable of $ 120,000 Michaels Consulting As of March 31, 2022 and December 31, 2021, the Company had accounts payable due to Michaels Consulting totaling $ 344,000 364,000 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 note, as disclosed in Note 4. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our financial statements and related notes appearing elsewhere in this report. This discussion and analysis contains forward looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forwarding looking statements as a result of certain factors, including but not limited to, those which are not within our control. Overview Correlate Infrastructure Partners Inc. (OTCQB: CIPI), formerly Triccar Inc., together with its subsidiaries (collectively the “Company”, “Correlate”, “we”, “us” and “our”), is a technology-enabled clean energy optimization provider that offers a complete suite of proprietary clean energy assessment and deployment solutions for commercial and industrial (C&I) building and property owners in the United States. Through our true tech-enabled project development and financing platform, we provide portfolio energy optimization and clean energy solutions for sustainable profit growth in buildings nationwide and provide turn-key project financing when required . We were originally formed as a Texas corporation in 1995 under the name TBX Resources, Inc. In December 2011 we changed our name to Frontier Oilfield Services Inc. In January 2020, we merged with and into Triccar Inc., a Nevada corporation and Triccar Inc. was the surviving entity. In December 2021, we acquired one hundred percent of the equity interests of each of Correlate Inc. and Loyal Enterprises LLC. In February 2022, a majority of our stockholders approved an amendment to our articles of incorporation and the change of our corporate name from Triccar Inc. to Correlate Infrastructure Partners Inc., to better reflect our future growth and focus. On April 5, 2022, we filed an amendment to our articles of incorporation with the State of Nevada to change our corporate name from Triccar Inc. to Correlate Infrastructure Partners Inc. Our principal executive offices are located at 220 Travis Street, Suite 501, Shreveport, Louisiana 71101, and our telephone number is (855) 264-4060. Recently Issued Accounting Pronouncements During the quarter ended March 31, 2022, and through May 13, 2022, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements. All other new accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted. Summary of Significant Accounting Policies There have been no changes from the Summary of Significant Accounting Policies described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 14, 2022. Liquidity and Capital Resources At March 31, 2022, the Company had a cash balance of $1,020,537, as compared to a cash balance of $252,189 at December 31, 2021. The Company incurred negative cash flow from operations of $732,653 for the three months ended March 31, 2022, as compared to negative cash flow from operations of $35,611 in the prior year. The increase in negative cash flow from operations was primarily the result of increased compensation costs for additional employees beginning during the current quarter and added professional fees from the Company’s growth, acquisition and capital raising plans. Cash flows from financing activities during the three months ended March 31, 2022, totaled $1,500,000 and were the result of proceeds from a loan agreement (see Footnote 4) and $150,000 from the issuance of our common stock. Going forward, the Company expects capital expenditures to increase significantly as operations are expanded pursuant to its current growth plans. The Company anticipates the requirement to raise significant debt or equity capital in order to fund future operations. Loan Agreement On January 11, 2022, the Company entered into a 10% note agreement with P&C Ventures, Inc. in the amount of $1,485,000, pursuant to which we received proceeds of $1,350,000. The note requires quarterly interest payments with the principal due at maturity on January 11, 2023. Results of Operations Comparison of the Three Months Ended March 31, 2022 and 2021 For the three months ended March 31, 2022 and 2021, the Company’s revenues totaled $68,408 and $7,651, respectively. The increase of $60,757, or 794%, was driven by both the Company increasing operations during the current period compared to the negative impacts of the COVID pandemic during the prior period. Gross loss for the three months ended March 31, 2022, totaled $706 compared to a gross profit of $4,790 in the comparable prior year period. The $5,496 decrease in gross profit was due to the Company’s increased costs within cost of sales and its growth plans. . We anticipate future gross margins to increase from the current level as we commercialize new project sales opportunities, increase revenues, cover more fixed costs within cost of sales and expand our margins. For the three months ended March 31, 2022, our operating expenses increased to $773,528 compared to $8,297 for the comparable period in 2021. The increase of $765,231, or 9,223%, was due primarily driven by higher legal and professional fees and greater compensation expenses associated with added strategic management and staff commencing during the period ended March 31, 2022. The increased legal and professional fees were incurred primarily in connection with the Company’s acquisition and capital raising programs. Compensation expenses included approximately $279,000 and $151,000 in salaries and wages and the non-cash expenses of stock-based compensation, respectively. We anticipate future operating expenses to increase with the expansion of operations, resulting in increased expenses related to wages and compensation, advertising, and insurance partially offset by added contribution margins from anticipated revenue growth. For the three months ended March 31, 2022, Other Expenses totaled $199,226, compared to $-0- in the comparable period in 2021. This increase in Other Expenses was due to $32,741 in added interest expense and $166,485 in amortization of debt discount incurred during 2022. We anticipate our Other Expenses to increase as the Company incurs interest from debt and related financing costs to expand its operations. Off Balance Sheet Arrangements We do not have any off-balance sheet arrangements. Item 3. Qualitative and Quantitative Disclosures about Market Risk. We are a smaller reporting company and, therefore, we are not required to provide information required by this item. Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures: Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management including our Chief Executive Officer and Interim Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Limitations on the Effectiveness of Controls: Changes in Internal Control over Financial Reporting There have been no changes in our internal controls over financial reporting that occurred during the three month period ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II – OTHER INFORMATION Item 1. Legal Proceedings. None. Item 1A. Risk Factors. We are a smaller reporting company and, therefore, we are not required to provide information required by this item. Unregistered Sales of Equity Securities and Use of Proceeds. During the quarter ended March 31, 2022, the Company sold an aggregate of 600,000 shares of its common stock at a price of $0.25 per share (“Shares”) to an accredited investor. Additionally, the Company issued a promissory note in the principal amount of $1,350,000 (“Note”) to an accredited investor, along with the issuance of 2,700,000 warrants to purchase shares of the Company’s common stock at an exercise price of $0.25 per share (“Warrants”). The Shares, the Note and the Warrants were all issued pursuant to Section 4(2) of the Securities Act of 1933, as amended. The proceeds from the sale of the Shares and the Note were used by the Company for working capital and general corporate purposes. Defaults upon Senior Securities. None. Item 4. Mine Safety Disclosures. Not applicable. Item 5. Other Information. None. Item 6. Exhibits. Exhibit No. Description of Document 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934. 32.1* Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350). 32.2* Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350). 101.ins XBRL Instance Document 101.sch XBRL Taxonomy Extension Schema Document 101.cal XBRL Taxonomy Calculation Linkbase Document 101.def XBRL Taxonomy Definition Linkbase Document 101.lab XBRL Taxonomy Label Linkbase Document 101.pre XBRL Taxonomy Presentation Linkbase Document * A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Correlate Infrastructure Partners Inc. (Registrant) Dated: May 13, 2022 /s/ Todd Michaels Todd Michaels Chief Executive Officer (Principal Executive Officer) Correlate Infrastructure Partners Inc. (Registrant) Dated: May 13, 2022 /s/ Channing F. Chen Channing F. Chen Chief Financial Officer (Principal Financial Officer) |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. |
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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | 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 March 31, 2022, $ 700,556 |
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. As of March 31, 2022 and December 31, 2021, the Company’s allowance for doubtful accounts was $ 90,189 |
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 |
Recently Issued Accounting Standards | Recently Issued Accounting Standards During the period ended March 31, 2022, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements. |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Company’s warrants | The following table presents the Company’s warrants Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Warrants as of December 31, 2021 - $ - - Issued 2,700,000 $ 0.25 1.50 Exercised - $ - - Warrants as of March 31, 2022 2,700,000 $ 0.25 1.28 |
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, 2021 2,059,068 $ 0.52 5.13 Issued 1,000,000 $ 0.96 5.00 Forfeited - $ - - Exercised - $ - - Options as of March 31, 2022 3,059,068 $ 0.66 4.86 |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Accounts Receivable Concentrations | The Company had the following revenue concentrations for the three months ended March 31, 2022 and 2021 and Accounts Receivable Concentrations |
Revenue and Accounts Receivable Concentrations (Detail) | Revenues Three Months Ended March 31, Accounts Receivable Customer 2022 2021 3/31/2022 12/31/2021 Customer A 65 % * 19 % * Customer B 23 % * * * Customer C 10 % * * * Customer D * 100 % 50 % 69 % Customer E * * 14 % 19 % Customer F * * * 12 % * = Less than 10% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Cash And Cash Equivalents At Carrying Value For Short Term Investments | $ 0 | $ 0 |
Cash, FDIC Insured Amount | 700,556 | |
Allowance for Doubtful Accounts, Premiums and Other Receivables | $ 90,189 | $ 90,189 |
Potential Additional Dilutive Securities Outstanding Shares | 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Chen Employment Agreement [Member] - USD ($) | Jan. 18, 2022 | Mar. 31, 2022 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
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 | |
Options Vesting Description | vest monthly over 36 months upon issuance |
DEBT (Details Narrative)
DEBT (Details Narrative) | 3 Months Ended | |||
Mar. 31, 2022USD ($) | Jan. 11, 2022USD ($) | Dec. 31, 2021USD ($) | Oct. 03, 2014USD ($) | |
Debt Instrument, Unamortized Discount | $ 632,643 | |||
Long-Term Line of Credit | $ 30,000 | $ 30,000 | $ 30,000 | |
Line of Credit Facility, Interest Rate Description | interest increasing from 8.00% at issuance to 34.00% for the period ended March 31, 2022 | |||
Line of Credit Facility, Fair Value of Amount Outstanding | $ 40,330 | |||
P C Convertible Note [Member] | ||||
Note Interest Rate | 10 | |||
Convertible Notes Payable | $ 1,350,000 | |||
Short-Term Debt, Description | quarterly | |||
Debt Securities, Available-for-Sale, Maturity Date | Jan. 11, 2023 | |||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | 2,700,000 warrants exercisable at $0.25 per share (Note 5). The warrants were fully vested at issuance and expire on July 11, 2023. | |||
Fair Value Adjustment of Warrants | $ 1,958,000 |
Company_s warrants (Details)
Company’s warrants (Details) - Company Warrants [Member] | 3 Months Ended |
Mar. 31, 2022$ / 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 |
Sharebased Compensation Arrangement By Sharebased Payment Award Warrants Outstanding Beginning Weighted Average Remaining Contractual Term | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares | 2,700,000 |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0.25 |
Sharebased Compensation Arrangement By Sharebased Payment Award Options Outstanding Beginning Weighted Average Remaining Contractual Term | 1 year 6 months |
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 |
Sharebased Compensation Arrangement By Sharebased Payment Award Options Outstanding Beginning Weighted Average Remaining Contractual Term | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance | shares | 2,700,000 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.25 |
Sharebased Compensation Arrangement By Sharebased Payment Award Warrants Outstanding Beginning Weighted Average Remaining Contractual Term | 1 year 3 months 10 days |
Company_s options (Details)
Company’s options (Details) - Company Options [Member] | 3 Months Ended |
Mar. 31, 2022$ / 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 | 2,059,068 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.52 |
Sharebased Compensation Arrangement By Sharebased Payment Award Options Outstanding Beginning Weighted Average Remaining Contractual Term | 5 years 1 month 17 days |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | shares | 1,000,000 |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0.96 |
Sharebased Compensation Arrangement By Sharebased Payment Award Options Outstanding Beginning Weighted Average Remaining Contractual Term | 5 years |
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 |
Sharebased Compensation Arrangement By Sharebased Payment Award Options Outstanding Beginning Weighted Average Remaining Contractual Term | |
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 |
Sharebased Compensation Arrangement By Sharebased Payment Award Options Outstanding Beginning Weighted Average Remaining Contractual Term | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance | shares | 3,059,068 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance | $ / shares | $ 0.66 |
Sharebased Compensation Arrangement By Sharebased Payment Award Options Outstanding Beginning Weighted Average Remaining Contractual Term | 4 years 10 months 9 days |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | Apr. 05, 2022 | Jan. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Common Stock, Shares Authorized | 400,000,000 | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Common Stock, Voting Rights | 1:1 | |||
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Shares Issued for Cash Shares | 600,000 | 600,000 | ||
Proceeds, Issuance of Shares, Share-Based Payment Arrangement, Excluding Option Exercised | $ 150,000 | $ 150,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 309,070 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares | 2,749,998 | |||
Sharebased Compensation Arrangement By Sharebased Payment Award Options Nonvested Total Expenses | $ 1,655,525 | |||
Note Agreement [Member] | ||||
Warrants Issued | 2,700,000 | |||
Shares Granted, Value, Share-Based Payment Arrangement, after Forfeiture | $ 1,958,000 | |||
Employment Agreements [Member] | ||||
Shares Granted, Value, Share-Based Payment Arrangement, after Forfeiture | $ 868,000 | |||
Options Issued | $ 1,000,000 | |||
Warrants [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.70% | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 428.00% | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.25 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 18 months | |||
Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.65% | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 282.00% | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.96 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||
Common Class A [Member] | ||||
Common Stock, Shares Authorized | 372,500,000 | 372,500,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common Stock, Voting Rights | 1:1 | 1:1 | ||
Proceeds, Issuance of Shares, Share-Based Payment Arrangement, Excluding Option Exercised | $ 60 | |||
Common Class B [Member] | ||||
Common Stock, Shares Authorized | 27,500,000 | 27,500,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common Stock, Voting Rights | 20:1 | 20:1 | ||
Proceeds, Issuance of Shares, Share-Based Payment Arrangement, Excluding Option Exercised | $ 0 |
Revenue and Accounts Receivable
Revenue and Accounts Receivable Concentrations (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Customer A [Member] | |||
Product Information [Line Items] | |||
Revenues | $ 65 | ||
Accounts Receivable, after Allowance for Credit Loss | 19 | ||
Customer B [Member] | |||
Product Information [Line Items] | |||
Revenues | 23 | ||
Customer C [Member] | |||
Product Information [Line Items] | |||
Revenues | 10 | ||
Customer D [Member] | |||
Product Information [Line Items] | |||
Revenues | $ 100 | ||
Accounts Receivable, after Allowance for Credit Loss | 50 | $ 69 | |
Customer E [Member] | |||
Product Information [Line Items] | |||
Accounts Receivable, after Allowance for Credit Loss | $ 14 | 19 | |
Customer F [Member] | |||
Product Information [Line Items] | |||
Accounts Receivable, after Allowance for Credit Loss | $ 12 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Todd Michaels [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Accounts Payable Related Parties | $ 22,154 | $ 22,154 |
Three Percent Holder [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Accounts Payable Related Parties | 11,865 | 11,865 |
Largest Shareholder [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Accounts Payable Related Parties | 62,500 | 62,500 |
Elysian Fields Disposal [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Accounts Payable Related Parties | 120,000 | 120,000 |
Michaels Consulting [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Accounts Payable Related Parties | $ 344,000 | $ 364,000 |