Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | CORRELATE INFRASTRUCTURE PARTNERS INC. | |
Entity Central Index Key | 0001108645 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Sep. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 35,229,420 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-55825 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 84-4250492 | |
Entity Interactive Data Current | Yes | |
Entity Address State Or Province | LA | |
Entity Address City Or Town | Shreveport | |
Entity Address Address Line 1 | 220 Travis Street | |
Entity Address Address Line 2 | Suite 501 | |
Entity Address Postal Zip Code | 71101 | |
City Area Code | 855 | |
Local Phone Number | 264-4060 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 348,688 | $ 252,189 |
Accounts receivable, net of allowance for doubtful accounts | 423,835 | 40,807 |
Inventory | 174,843 | 0 |
Prepaid expenses and other current assets | 94,983 | 0 |
Total current assets | 1,042,349 | 292,996 |
Property and equipment | ||
Property and equipment | 8,305 | 0 |
Accumulated depreciation | (400) | 0 |
Total property and equipment | 7,905 | 0 |
Other assets | ||
Intangible assets - trademark/trade name | 139,700 | 139,700 |
Intangible assets - customer relationships, net | 198,730 | 233,800 |
Intangible assets - developed technology, net | 17,340 | 27,750 |
Goodwill | 762,851 | 762,851 |
Total other assets | 1,118,621 | 1,164,101 |
Total assets | 2,168,875 | 1,457,097 |
Current liabilities | ||
Accounts payable | 814,780 | 819,413 |
Accrued expenses | 1,101,497 | 58,345 |
Customer deposits | 32,816 | 0 |
Shareholder advances | 96,519 | 96,519 |
Line of credit | 30,000 | 30,000 |
Notes payable, current portion, net of discounts | 1,212,546 | 0 |
Total current liabilities | 3,288,158 | 1,004,277 |
Notes payable, net of current portion and discounts | 207,051 | 20,400 |
Total liabilities | 3,495,209 | 1,024,677 |
Stockholders' equity (deficit) | ||
Preferred stock $0.0001 par value; authorized 50,000,000 shares with -0- issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Common stock value | 3,514 | 0 |
Additional paid-in capital | 5,037,377 | 1,534,474 |
Accumulated deficit | (6,367,225) | (1,105,518) |
Total stockholders' equity (deficit) | (1,326,334) | 432,420 |
Total liabilities and stockholders' equity (deficit) | 2,168,875 | 1,457,097 |
Commons Class B [Member] | ||
Stockholders' equity (deficit) | ||
Common stock value | 0 | 0 |
Commons Class A [Member] | ||
Stockholders' equity (deficit) | ||
Common stock value | $ 0 | $ 3,464 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock par value | $ 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 value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 400,000,000 | 400,000,000 |
Common stock shares issued | 35,139,920 | 0 |
Common stock shares outstanding | 35,139,920 | 0 |
Commons Class B [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 27,500,000 | 27,500,000 |
Common stock shares issued | 0 | 0 |
Common stock shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock par value | $ 0.0001 | $ 0.0001 |
Common stock shares authorized | 372,500,000 | 372,500,000 |
Common stock shares issued | 0 | 34,639,920 |
Common stock shares outstanding | 0 | 34,639,920 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) | ||||
Revenues | $ 2,312,577 | $ 15,291 | $ 2,617,675 | $ 24,526 |
Cost of revenues | 2,169,138 | 13,370 | 2,432,198 | 17,086 |
Gross profit (loss) | 143,439 | 1,921 | 185,477 | 7,440 |
Operating expenses | ||||
General and administrative | 2,301,539 | 406 | 3,496,747 | 3,911 |
Insurance | 1,487 | 0 | 4,879 | 0 |
Legal and professional | 75,552 | 418 | 1,014,474 | 3,156 |
Travel | 35,340 | 2,083 | 85,820 | 9,074 |
Depreciation and amortization | 15,560 | 0 | 45,880 | 0 |
Total operating expenses | 2,429,478 | 2,907 | 4,647,800 | 16,141 |
Loss from operations | (2,286,039) | (986) | (4,462,323) | (8,701) |
Other income (expense) | ||||
Interest expense | (43,381) | 0 | (113,745) | 0 |
Amortization of debt discount | (257,497) | 0 | 685,639 | 0 |
Total other income (expense) | (300,878) | 0 | (799,384) | 0 |
Net loss | $ (2,586,917) | $ (986) | $ (5,261,707) | $ (8,701) |
Loss per share | $ (0.07) | $ 0 | $ (0.15) | $ 0 |
Weighted average shares outstanding - basic | 35,139,920 | 20,000,000 | 34,876,184 | 58,966,790 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Class A Common Stock [Member] | Class B Common Stock [Member] |
Balance, shares at Dec. 31, 2020 | 72,500,000 | 27,500,000 | ||||
Balance, amount at Dec. 31, 2020 | $ (547,569) | $ 0 | $ 457,700 | $ (1,015,269) | $ 7,250 | $ 2,750 |
Net loss | (3,507) | 0 | 0 | (3,507) | $ 0 | $ 0 |
Balance, shares at Mar. 31, 2021 | 72,500,000 | 27,500,000 | ||||
Balance, amount at Mar. 31, 2021 | (551,076) | 0 | 457,700 | (1,018,776) | $ 7,250 | $ 2,750 |
Balance, shares at Dec. 31, 2020 | 72,500,000 | 27,500,000 | ||||
Balance, amount at Dec. 31, 2020 | (547,569) | 0 | 457,700 | (1,015,269) | $ 7,250 | $ 2,750 |
Net loss | (8,701) | |||||
Balance, shares at Sep. 30, 2021 | 20,000,000 | |||||
Balance, amount at Sep. 30, 2021 | (556,270) | 0 | 465,700 | (1,023,970) | $ 2,000 | $ 0 |
Balance, shares at Mar. 31, 2021 | 72,500,000 | 27,500,000 | ||||
Balance, amount at Mar. 31, 2021 | (551,076) | 0 | 457,700 | (1,018,776) | $ 7,250 | $ 2,750 |
Net loss | (4,208) | 0 | 0 | (4,208) | $ 0 | $ 0 |
Effect of pre-merger TCCR transactions, shares | (52,500,000) | (27,500,000) | ||||
Effect of pre-merger TCCR transactions, amount | 0 | 0 | 8,000 | 0 | $ (5,250) | $ (2,750) |
Balance, shares at Jun. 30, 2021 | 20,000,000 | |||||
Balance, amount at Jun. 30, 2021 | (555,284) | 0 | 465,700 | (1,022,984) | $ 2,000 | 0 |
Net loss | (986) | 0 | 0 | (986) | $ 0 | 0 |
Balance, shares at Sep. 30, 2021 | 20,000,000 | |||||
Balance, amount at Sep. 30, 2021 | (556,270) | 0 | 465,700 | (1,023,970) | $ 2,000 | 0 |
Balance, shares at Dec. 31, 2021 | 34,639,920 | |||||
Balance, amount at Dec. 31, 2021 | 432,420 | 0 | 1,534,474 | (1,105,518) | $ 3,464 | 0 |
Net loss | (973,460) | 0 | 0 | (973,460) | 0 | 0 |
Issuance of warrants in connection with debt | 799,128 | 0 | 799,128 | 0 | 0 | 0 |
Stock based compensation | 150,504 | 0 | 150,504 | 0 | 0 | 0 |
Issuances of shares for cash | 150,000 | 0 | 150,000 | 0 | $ 0 | 0 |
Balance, shares at Mar. 31, 2022 | 34,639,920 | |||||
Balance, amount at Mar. 31, 2022 | 558,592 | 0 | 2,634,106 | (2,078,978) | $ 3,464 | 0 |
Balance, shares at Dec. 31, 2021 | 34,639,920 | |||||
Balance, amount at Dec. 31, 2021 | 432,420 | $ 0 | 1,534,474 | (1,105,518) | $ 3,464 | 0 |
Net loss | (5,261,707) | |||||
Balance, shares at Sep. 30, 2022 | 35,139,920 | |||||
Balance, amount at Sep. 30, 2022 | (1,326,334) | $ 3,514 | 5,037,377 | (6,367,225) | $ 0 | 0 |
Balance, shares at Mar. 31, 2022 | 34,639,920 | |||||
Balance, amount at Mar. 31, 2022 | 558,592 | 0 | 2,634,106 | (2,078,978) | $ 3,464 | 0 |
Net loss | (1,701,330) | 0 | 0 | (1,701,330) | 0 | 0 |
Stock based compensation | 179,234 | $ 0 | 179,234 | 0 | $ 0 | 0 |
Elimination of Class A and Class B common stock for single class of common stock | 34,639,920 | (34,639,920) | ||||
Elimination of Class A and Class B common stock for single class of common stock | 0 | $ 3,464 | 0 | 0 | $ (3,464) | 0 |
Issuances of shares for services | 500,000 | |||||
Issuances of shares for services, amount | 500,000 | $ 50 | 499,950 | 0 | 0 | 0 |
Balance, shares at Jun. 30, 2022 | 35,139,920 | |||||
Balance, amount at Jun. 30, 2022 | (463,504) | $ 3,514 | 3,313,290 | (3,780,308) | 0 | 0 |
Net loss | (2,586,917) | 0 | 0 | (2,586,917) | 0 | 0 |
Issuance of warrants in connection with debt | 417,314 | 0 | 417,314 | 0 | 0 | 0 |
Stock based compensation | 1,306,773 | $ 0 | 1,306,773 | 0 | 0 | 0 |
Balance, shares at Sep. 30, 2022 | 35,139,920 | |||||
Balance, amount at Sep. 30, 2022 | $ (1,326,334) | $ 3,514 | $ 5,037,377 | $ (6,367,225) | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss | $ (5,261,707) | $ (8,701) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 45,880 | 0 |
Amortization of debt discount | 685,639 | 0 |
Shares issued for services | 500,000 | 0 |
Stock-based compensation | 1,636,511 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (383,028) | (6,859) |
Inventory | (174,843) | 0 |
Prepaid expenses and other current assets | (94,983) | 0 |
Accounts payable | (4,633) | (27,224) |
Accrued expenses | 1,043,152 | (960) |
Customer deposits | 32,816 | 0 |
Net cash used in operating activities | (1,975,196) | (43,744) |
Investing activities | ||
Purchase of property and equipment | (8,305) | 0 |
Net cash used in investing activities | (8,305) | 0 |
Financing activities | ||
Proceeds from issuance of notes payable | 1,930,000 | 0 |
Proceeds from issuance of common stock | 150,000 | 0 |
Net cash provided by financing activities | 2,080,000 | 0 |
Net increase (decrease) in cash | 96,499 | (43,744) |
Cash - beginning of period | 252,189 | 74,375 |
Cash - end of period | 348,688 | 30,631 |
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 32,141 | 0 |
Supplemental schedule of non-cash investing and financing activities | ||
Discount on notes payable from issuance of warrants | 1,216,442 | $ 0 |
Original issuance discount on note payable | $ 135,000 |
NATURE OF THE ORGANIZATION AND
NATURE OF THE ORGANIZATION AND BUSINESS | 9 Months Ended |
Sep. 30, 2022 | |
NATURE OF THE ORGANIZATION AND BUSINESS | |
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. Nature of the Business The accompanying condensed consolidated financial statements include the accounts of the Company, and its subsidiaries Correlate, Inc. (“Correlate”), a Delaware corporation, and Loyal Enterprises LLC dba Solar Site Design (“Loyal”), a Tennessee limited liability company. Correlate Infrastructure Partners, Inc. is a tech-enabled development, finance, and fulfillment platform for distributed energy solutions across North America. Our integrated solutions include solar, cogeneration, energy storage, electric vehicle infrastructure, and intelligent efficiency retrofits for community-scale applications. We reduce costs, improve comfort, and increase energy reliability for home, work, and commerce while eliminating the adoption barriers to net zero carbon goals. Loyal was integrated into Correlate for its solar project development tools. Going Concern The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and has not generated positive cash flows from operations. These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern. The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plans with respect to operations include aggressive marketing, acquisitions, and raising additional capital through sales of equity or debt securities as may be necessary to pursue its business plans and sustain operations until such time as the Company can achieve profitability. Management believes that aggressive marketing combined with acquisitions and additional financing as necessary will result in improved operations and cash flow in 2022 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2022 | |
NATURE OF THE ORGANIZATION AND BUSINESS | |
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 cash equivalents as of September 30, 2022 and December 31, 2021. The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors' interest and non-interest-bearing accounts. At September 30, 2022, $65,497 of the Company's cash balances were in excess of FDIC limits. The Company has not experienced any losses on these accounts and management does not believe that the Company is exposed to any significant risks. Accounts Receivable Accounts receivable consists of unpaid revenues. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends. Accounts are considered delinquent when payments have not been received within the agreed upon terms and are written off when management determines that collection is not probable. As of September 30, 2022 and December 31, 2021, the Company’s allowance for doubtful accounts was $90,189, respectively. Intangible Assets Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Impairment Assessment The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is 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. Determining relative standalone selling price and identifying separate performance obligations require judgment. Contract modifications may occur in the performance of the Company’s contracts. Contracts may be modified to account for changes in the contract specifications, requirements or duration. If a contract modification results in the addition of performance obligations priced at a standalone selling price or if the post-modification services are distinct from the services provided prior to the modification, the modification is accounted for separately. If the modified services are not distinct, they are accounted for as part of the existing contract. The Company’s revenues are derived from contracts for engineering, procurement and construction services (“EPC”) and consulting. These contracts may have different terms based on the scope, performance obligations and complexity of the engagement, which may require us to make judgments and estimates in recognizing revenues. The Company’s performance obligations are satisfied as work progresses or at a point in time (for defined milestones). The selection of the method to measure progress towards completion requires judgment and is based on the contract and the nature of the services to be provided. The Company’s contracts for consulting services are typically less than a year in duration and require us to a) assist the client in achieving certain defined milestones for milestone fees or b) provide a series of distinct services each period over the contract term for a pre-determined fee for each period. When contractual billings represent an amount that corresponds directly with the value provided to the client, revenues are recognized as amounts become billable in accordance with contract terms. The Company’s contracts for EPC services are typically less than a year in duration and require us to a) provide engineering services, b) obtain materials, and c) install materials to agreed-upon specifications. The Company recognizes revenues for engineering services as the services are provided. Revenues for materials are recognized as materials are transferred to the client. Installation results in enhancements to customer-controlled assets and therefore installation revenues are recognized over time utilizing the input method wherein revenues are recognized on the basis of efforts or inputs to the satisfaction of the performance obligation. Financial Instruments The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in the 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 probable 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 (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company had no potential additional dilutive securities outstanding at September 30, 2022 except for the options and warrants detailed at Note 5. Recently Issued Accounting Standards During the period ended September 30, 2022, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 3 – COMMITMENTS AND CONTINGENCIES From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations. Executive Employment Agreements On January 18, 2022, the Company entered into an employment agreement with Mr. Channing Chen, CFO, providing for an annual salary of $200,000 per year. As part of the agreement, the Company issued Mr. Chen 1,000,000 options exercisable at $0.96 per share for ten years. The options, valued at approximately $868,000, vest monthly over 36 months from issuance. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2022 | |
DEBT | |
DEBT | NOTE 4 – DEBT Notes Payable On May 29, 2020, Loyal received a $20,400 Economic Injury Disaster Loan through the Small Business Administration. The note bears interest at 3.75% until maturity in March 2050. The note requires $100 monthly payments beginning in May 2022 until maturity. On January 11, 2022, the Company entered into a 10% note agreement with P&C Ventures, Inc. totaling $1,485,000, including an original issuance discount of $135,000. The note requires quarterly interest payments with the principal due at maturity on January 11, 2023. In connection with the note agreement, the Company issued P&C Ventures, Inc., 2,700,000 warrants exercisable at $0.25 per share (Note 5). The warrants were fully vested at issuance and expire on July 11, 2023. The warrants, valued at approximately $1,958,000, represented approximately 59% of the total consideration received and resulted in an additional discount on the note totaling $799,128 pursuant to FASB ASC 470-20-30, Debt. The discount is being amortized over the life of the note with a discount balance of $272,454 at September 30, 2022. From July 29, 2022 to September 29, 2022, the Company entered into eight 10% note agreements totaling $580,000. The notes, which have identical terms, require quarterly interest payments with the principal due at maturity eighteen months from issuance. In connection with the note agreement, the Company issued a total of 580,000 warrants exercisable at $1.00 per share (Note 5). The warrants were fully vested at issuance and expire from January 29, 2024 to September 29, 2024. The warrants, valued at approximately $842,000, represented approximately 59% of the total consideration received and resulted in an additional discount on the notes totaling $417,314 pursuant to FASB ASC 470-20-30, Debt. The discount is being amortized over the life of the notes with a discount balance of $393,349 at September 30, 2022. Line of Credit On October 3, 2014, Loyal entered into a $30,000 line of credit agreement. The line of credit has no maturity with interest increasing from 8.00% at issuance to 34.00% for the period ended September 30, 2022. As of September 30, 2022, the outstanding principal and accrued interest totaled $41,530. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2022 | |
NATURE OF THE ORGANIZATION AND BUSINESS | |
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) shares of common stock with a par value of one hundredth of one cent ($0.0001) per share. The total number of preferred stock authorized that may be issued by the Company is fifty million (50,000,000) shares of preferred stock with a par value of one hundredth of one cent ($0.0001) per share. At December 31, 2021, common stock authorized consisted of three hundred seventy-two million five hundred thousand (372,500,000) Class A shares with 1:1 voting rights and twenty-seven million five hundred thousand (27,500,000) Class B shares with 20:1 voting rights, and fifty million (50,000,000) shares of preferred stock with a par value of one hundredth of a cent ($0.0001) per share. On April 5, 2022, the Company amended its Articles of Incorporation such that Class A and Class B common shares were eliminated and replaced by a single class of common stock with 1:1 voting rights. At September 30, 2022, common stock authorized consisted of four hundred million (400,000,000) common shares with 1:1 voting rights and fifty million (50,000,000) shares of preferred stock with a par value of one hundredth of a cent ($0.0001) per share. To the fullest extent permitted by the laws of the state of Nevada (currently set forth in NRS 78.195), as the same now exists or may hereafter be amended or supplemented, the board of directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of capital stock of the corporation. During January 2022, the Company received proceeds totaling $150,000 for 600,000 Class A shares issued in December 2021. During May 2022, the Company issued 500,000 shares of common stock valued at $500,000 for services. Warrants During the period ended September 30, 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; risk-free interest rates ranging from 0.70% to 4.16%, volatility ranging from 378% to 428% based on the historical volatility of the Company’s common stock, exercise prices ranging from $0.25 to $1.00, and terms of 18 to 24 months. During January 2022, the Company issued 2,700,000 warrants valued at approximately $1,958,000 as part of a note agreement (Note 4). From July 29, 2022 to September 29, 2022, the Company issued 580,000 warrants valued at approximately $842,000 as part of note agreements (Note 4). The following table presents the Company’s warrants as of September 30, 2022: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Warrants as of December 31, 2021 - $ - - Issued 3,280,000 0.38 1.55 Exercised - - - Warrants as of September 30, 2022 3,280,000 $ 0.38 0.95 At September 30, 2022, all of the Company’s outstanding warrants were vested. Options During the period ended September 30, 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, risk-free interest rates ranging from 1.65% to 3.87%, volatility ranging from 282% to 330% based on the historical volatility of the Company’s common stock, exercise prices ranging from $0.92 to $1.55, and terms ranging from 3 to 5 years. The fair value of options granted is expensed as vesting occurs over the applicable service periods. During January 2022, the Company issued 1,000,000 options valued at approximately $868,000 as part of an executive employment agreement (Note 3). The options vest monthly over 36 months from issuance. From February to July 2022, the Company issued 345,000 options valued at approximately $351,000 as part of five non-executive employment agreements. The options vest monthly over 24 months from issuance. From May to September 2022, the Company issued 30,000 options valued at approximately $38,000 as part of three consulting agreements. The options vest monthly over 36 months from issuance. During August 2022, the Company issued 750,000 options valued at approximately $1,123,000 as part of compensation to three directors (Note 7). The options vested immediately upon issuance. The following table presents the Company’s options as of September 30, 2022: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of December 31, 2021 2,059,068 $ 0.52 5.13 Issued 2,125,000 1.16 4.97 Forfeited - - - Exercised - - - Options as of September 30, 2022 4,184,068 $ 0.85 4.45 At September, 2022, options to purchase 1,621,350 shares of common stock were vested and options to purchase 2,562,718 shares of common stock remained unvested. The Company expects to incur expenses for the unvested options totaling $1,680,658 as they vest. |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2022 | |
CONCENTRATIONS | |
CONCENTRATIONS | NOTE 6 – CONCENTRATIONS The Company had the following revenue concentrations for the three and nine months ended September 30, 2022 and 2021 and accounts receivable concentrations as of September 30, 2022 and December 31, 2021: Revenues Revenues Accounts Receivable Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, Customer 2022 2021 2022 2021 2022 2021 Customer A 41% * 42% * * * Customer B 39% * 39% * 56% * Customer C 14% * 12% * 24% * Customer D * 100% * 69% * * Customer E * * * 31% * 69% Customer F * * * * 16% * Customer F * * * * * 19% Customer F * * * * * 12% * = Less than 10% |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS Shareholder Advances and Payables At September 30, 2022 and December 31, 2021, the Company had informal advances payable of $22,154, respectively, due to the Company’s President and CEO, Mr. Todd Michaels. At September 30, 2022 and December 31, 2021, the Company had advances payable of $11,865, respectively, due to an individual who holds 3% of the Company’s Common Stock. At September 30, 2022 and December 31, 2021, the Company had advances payable of $62,500, respectively due to an individual who is the Company’s largest shareholder. At September 30, 2022 and December 31, 2021, the Company had accounts payable of $120,000, respectively, due to Elysian Fields Disposal, LLC, an entity owned by the Company’s largest shareholder. Michaels Consulting As of September 30, 2022 and December 31, 2021, the Company had accounts payable due to Michaels Consulting totaling $344,000 and $364,000, respectively. 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. Director Options During August 2022, the Company’s directors, Robert Powell, Cory Hunt, and Matthew Flemming, each received 250,000 options valued at approximately $374,000 (Note 5). The options vested immediately upon issuance. Accrued Bonus At September 30, 2022, the Company accrued bonus compensation for its CEO and CFO of approximately $112,500 and $85,151, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS Options During October 2022, the Company issued 100,000 options valued at $168,678 as part of a non-executive employment agreement. Asset Purchase Agreement During October 2022, the Company entered into an Asset Purchase Agreement whereby the Company acquired the rights to solar projects from a third party. As consideration, the Company agreed to pay the third party 25% of the developer fees received for each of the projects that are developed and issued the third party 75,000 warrants. The warrants, valued at $238,765, vested immediately and are exercisable for three years at an exercise price of $1.59 per share. Securities Purchase Agreement During November 2022, the Company entered into a securities purchase agreement with a third party Investor whereby the Company may issue up to five notes in the aggregate principal amount of $1,100,000. Each note shall have a face amount of $220,000, including an original issuance discount of $20,000, a guaranteed interest rate of 7%, and ten installments of $23,540 every 30 days commencing 90 days from the issuance date until maturity 12 months after issuance. The guaranteed interest shall be added to the principal balance immediately on the issuance date. Each note shall be issued with commitment shares, returnable shares, and detachable warrants. On the closing date of the first note, the Company shall issue the Investor a total of 9,500 commitment shares as additional consideration for the purchase of the note (the “First Closing Commitment Shares”). The value of each of the Commitment Shares shall be equal to the closing price of the Company’s Common Stock on the Closing Date. At each subsequent closing, the Company will issue the Buyer that number of commitment shares equal in monetary value to the value of the First Closing Commitment Shares on the first closing date. On the closing date of the first note, the Company shall issue the Investor a total of 80,000 restricted shares of common stock as returnable shares (the “First Closing Returnable Shares”). The shares shall be returned to the Company by the Investor if no event of default occurs under the note. At each subsequent closing, the Company will issue the Investor that number of returnable shares equal in monetary value to the value of the First Closing Returnable Shares on the first closing date. On the closing date of each note, the Company shall issue the Investor warrants to purchase 150,000 shares of common stock at an exercise price of $1.00 per share. The warrants shall vest immediately and be exercisable for two years from the issuance date. Any time following an Event of Default, the Investor shall have the right to convert the note into common stock of the Company. The conversion price shall be fixed at $1.00 per share. However, if the Company’s common stock has a closing price below $1.00 for at least 5 consecutive trading days, then the fixed conversion price shall be adjusted to $0.50 per share and the Investor may convert any amounts due under the note into the lower of the $0.50 fixed conversion price or 70% of the lowest daily VWAP of the Company’s common stock for the 20 trading days immediately preceding the delivery of a conversion notice. On November 7, 2022, the Company and the Investor closed on the first of the notes under the Securities Purchase Agreement and issued a note payable in the amount of $220,000. The note included an original issuance discount of $20,000, a guaranteed interest rate of 7%, and ten installments of $23,540 every 30 days commencing 90 days from the issuance date until maturity on November 7, 2023. In connection with the note, the Company issued the investor 9,500 shares of common stock valued at $11,875 for the First Closing Commitment Shares, 80,000 restricted shares of common stock for the First Closing Returnable Shares, and warrants to purchase 150,000 shares of common stock valued at $186,151. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
NATURE OF THE ORGANIZATION AND BUSINESS | |
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 cash equivalents as of September 30, 2022 and December 31, 2021. The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors' interest and non-interest-bearing accounts. At September 30, 2022, $65,497 of the Company's cash balances were in excess of FDIC limits. The Company has not experienced any losses on these accounts and management does not believe that the Company is exposed to any significant risks. |
Accounts Receivable | Accounts receivable consists of unpaid revenues. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends. Accounts are considered delinquent when payments have not been received within the agreed upon terms and are written off when management determines that collection is not probable. As of September 30, 2022 and December 31, 2021, the Company’s allowance for doubtful accounts was $90,189, respectively. |
Intangible Assets | Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. |
Impairment Assessment | The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is 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. Determining relative standalone selling price and identifying separate performance obligations require judgment. Contract modifications may occur in the performance of the Company’s contracts. Contracts may be modified to account for changes in the contract specifications, requirements or duration. If a contract modification results in the addition of performance obligations priced at a standalone selling price or if the post-modification services are distinct from the services provided prior to the modification, the modification is accounted for separately. If the modified services are not distinct, they are accounted for as part of the existing contract. The Company’s revenues are derived from contracts for engineering, procurement and construction services (“EPC”) and consulting. These contracts may have different terms based on the scope, performance obligations and complexity of the engagement, which may require us to make judgments and estimates in recognizing revenues. The Company’s performance obligations are satisfied as work progresses or at a point in time (for defined milestones). The selection of the method to measure progress towards completion requires judgment and is based on the contract and the nature of the services to be provided. The Company’s contracts for consulting services are typically less than a year in duration and require us to a) assist the client in achieving certain defined milestones for milestone fees or b) provide a series of distinct services each period over the contract term for a pre-determined fee for each period. When contractual billings represent an amount that corresponds directly with the value provided to the client, revenues are recognized as amounts become billable in accordance with contract terms. The Company’s contracts for EPC services are typically less than a year in duration and require us to a) provide engineering services, b) obtain materials, and c) install materials to agreed-upon specifications. The Company recognizes revenues for engineering services as the services are provided. Revenues for materials are recognized as materials are transferred to the client. Installation results in enhancements to customer-controlled assets and therefore installation revenues are recognized over time utilizing the input method wherein revenues are recognized on the basis of efforts or inputs to the satisfaction of the performance obligation. |
Financial Instruments | The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in the 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 probable 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 (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company had no potential additional dilutive securities outstanding at September 30, 2022 except for the options and warrants detailed at Note 5. |
Recently Issued Accounting Standards | During the period ended September 30, 2022, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements. |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
NATURE OF THE ORGANIZATION AND BUSINESS | |
Company's warrants | Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Warrants as of December 31, 2021 - $ - - Issued 3,280,000 0.38 1.55 Exercised - - - Warrants as of September 30, 2022 3,280,000 $ 0.38 0.95 |
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 2,125,000 1.16 4.97 Forfeited - - - Exercised - - - Options as of September 30, 2022 4,184,068 $ 0.85 4.45 |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
CONCENTRATIONS | |
Revenue and Accounts Receivable Concentrations (Detail) | Revenues Revenues Accounts Receivable Three Months Ended September 30, Nine Months Ended September 30, September 30, December 31, Customer 2022 2021 2022 2021 2022 2021 Customer A 41% * 42% * * * Customer B 39% * 39% * 56% * Customer C 14% * 12% * 24% * Customer D * 100% * 69% * * Customer E * * * 31% * 69% Customer F * * * * 16% * Customer F * * * * * 19% Customer F * * * * * 12% * = Less than 10% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
NATURE OF THE ORGANIZATION AND BUSINESS | ||
FDIC coverage amount | $ 250,000 | |
FDIC cash balances limits | 65,497 | |
Allowance for doubtful accounts | $ 90,189 | $ 90,189 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - Chen Employment Agreement [Member] - USD ($) | 9 Months Ended | |
Jan. 18, 2022 | Sep. 30, 2022 | |
Amount of salary | $ 200,000 | |
Options exercisable, shares | 1,000,000 | |
Options exercisable, weighted average exercise price | $ 0.96 | |
Options exercisable, weighted average term | 10 years | |
Vested amount | $ 868,000 | |
Description of options vesting | vest monthly over 36 months from issuance. |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Oct. 03, 2014 | May 29, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | |
Note Interest Rate | 3.75% | |||
Line of credit | $ 30,000 | $ 30,000 | $ 30,000 | |
Loans Received | $ 20,400 | |||
Maturity note | March 2050 | |||
Description of Monthly payments | The note requires $100 monthly payments beginning in May 2022 until maturity. | |||
Description of interest rate | 8.00% at issuance to 34.00% for the period ended September 30, 2022 | |||
Fair value outstanding amount | $ 41,530 | |||
On January 11, 2022 [Member] | ||||
Note Interest Rate | 10% | |||
Convertible notes payable | $ 1,485,000 | |||
Issuance of debt discount | $ 135,000 | |||
Description of short term debt | quarterly interest payments with the principal due at maturity on January 11, 2023 | |||
Description of warrants | ,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 of warrants | $ 1,958,000 | |||
Additional discount on debt | 799,128 | |||
Debt discount balance | $ 272,454 | |||
From July 29, 2022 to September 29, 2022 [Member] | ||||
Note Interest Rate | 10% | |||
Convertible notes payable | $ 580,000 | |||
Description of short term debt | quarterly interest payments with the principal due at maturity eighteen months from issuance. | |||
Description of warrants | 580,000 warrants exercisable at $1.00 per share (Note 5). The warrants were fully vested at issuance and expire from January 29, 2024 to September 29, 2024. | |||
Fair value of warrants | $ 842,000 | |||
Additional discount on debt | 417,314 | |||
Debt discount balance | $ 393,349 |
EQUITY (Details)
EQUITY (Details) - Company Warrants [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Warrants, Number of Shares begnning | 0 |
Issued | 3,280,000 |
Exercised | 0 |
Warrants, Number of Shares ending | 3,280,000 |
Warrants, Weighted Average Exercise Price begnning | $ / shares | $ 0 |
Issued in Period, Weighted Average Exercise Price | $ / shares | 0.38 |
Warrants, Weighted Average Exercise Price ending | $ / shares | $ 0.38 |
Sharebased Compensation Arrangement By Sharebased Payment Award Options Outstanding Beginning Weighted Average Remaining Contractual Term | 1 year 6 months 18 days |
Warrants,Weighted Average Remaining Life ending | 11 months 12 days |
EQUITY (Details 1)
EQUITY (Details 1) - Company Options [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Warrants, Number of Shares begnning | 2,059,068 |
Issued | 2,125,000 |
Forfeited | 0 |
Exercised | 0 |
Warrants, Number of Shares ending | 4,184,068 |
Warrants, Weighted Average Exercise Price begnning | $ / shares | $ 0.52 |
Issued in Period, Weighted Average Exercise Price | $ / shares | 1.16 |
Warrants, Weighted Average Exercise Price ending | $ / shares | $ 0.85 |
Options,Weighted Average Remaining Life beginning | 5 years 1 month 17 days |
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsIssuedWeightedAverageRemainingContractualTerm2 | 4 years 11 months 19 days |
Options,Weighted Average Remaining Life ending | 4 years 5 months 12 days |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Apr. 05, 2022 | Aug. 31, 2022 | May 31, 2022 | Jan. 31, 2022 | Sep. 29, 2022 | Mar. 31, 2022 | Sep. 30, 2022 | Jul. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | |||||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||||
Issuances of shares for cash | $ 150,000 | $ 150,000 | ||||||||
Shares Issued for Cash Shares | 600,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Shares of common Stock issued | 500,000 | |||||||||
Shares value of common Stock issued | $ 500,000 | |||||||||
Common stock, voting rights | 1:1 | 1:1 | ||||||||
Vested, number of shares | 1,621,350 | |||||||||
Nonvested, number of shares | 2,562,718 | 2,562,718 | ||||||||
SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedTotalExpenses | $ 1,680,658 | $ 1,680,658 | ||||||||
Three Director [Member] | ||||||||||
Stock issued options | 750,000 | |||||||||
Stock issued option, value | $ 1,123,000 | |||||||||
Five NonExcecutive Agreement [Member] | ||||||||||
Stock issued options | 345,000 | |||||||||
Stock issued option, value | $ 351,000 | |||||||||
Three Consulting Agreement [Member] | ||||||||||
Stock issued options | 30,000 | |||||||||
Stock issued option, value | $ 38,000 | |||||||||
Warrants [Member] | Minimum [Member] | ||||||||||
Risk free interest rate | 0.70% | |||||||||
Expected volatility rate | 378% | |||||||||
Fair value assumptions, exercise price | $ 0.25 | $ 0.25 | ||||||||
Fair value assumptions, expected term | 18 months | |||||||||
Warrants [Member] | Maximum [Member] | ||||||||||
Risk free interest rate | 4.16% | |||||||||
Expected volatility rate | 428% | |||||||||
Fair value assumptions, exercise price | 1 | $ 1 | ||||||||
Fair value assumptions, expected term | 24 months | |||||||||
Options [Member] | Minimum [Member] | ||||||||||
Risk free interest rate | 1.65% | |||||||||
Expected volatility rate | 282% | |||||||||
Fair value assumptions, exercise price | 0.92 | $ 0.92 | ||||||||
Fair value assumptions, expected term | 3 years | |||||||||
Options [Member] | Maximum [Member] | ||||||||||
Risk free interest rate | 3.87% | |||||||||
Expected volatility rate | 330% | |||||||||
Fair value assumptions, exercise price | $ 1.55 | $ 1.55 | ||||||||
Fair value assumptions, expected term | 5 years | |||||||||
Commons Class B [Member] | ||||||||||
Common stock, shares authorized | 27,500,000 | 27,500,000 | 27,500,000 | |||||||
Common stock, par or stated value per share | $ 0.0001 | |||||||||
Common stock, voting rights | 20:1 | |||||||||
Common Class A [Member] | ||||||||||
Common stock, shares authorized | 372,500,000 | 372,500,000 | 372,500,000 | |||||||
Common stock, par or stated value per share | $ 0.0001 | |||||||||
Common stock, voting rights | 1:1 | |||||||||
Employment Agreements [Member] | ||||||||||
Options Issued | $ 1,000,000 | |||||||||
Shares forfeiture | $ 868,000 | |||||||||
Note Agreement [Member] | ||||||||||
Shares forfeiture | $ 1,958,000 | |||||||||
Warrant issued value | $ 842,000 | |||||||||
Warrants issued | 2,700,000 | 580,000 |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenue Two [Member] | Customer B [Member] | |||||
Concentration Risk, Percentage | 39% | 39% | |||
Revenue Two [Member] | Customer C [Member] | |||||
Concentration Risk, Percentage | 14% | 12% | |||
Revenue Two [Member] | Customer D [Member] | |||||
Concentration Risk, Percentage | 100% | 69% | |||
Revenue Two [Member] | Customer E [Member] | |||||
Concentration Risk, Percentage | 31% | ||||
Accounts Receivable Two [Member] | Customer B [Member] | |||||
Concentration Risk, Percentage | 56% | ||||
Accounts Receivable Two [Member] | Customer C [Member] | |||||
Concentration Risk, Percentage | 24% | ||||
Accounts Receivable Two [Member] | Customer E [Member] | |||||
Concentration Risk, Percentage | 69% | ||||
Accounts Receivable Two [Member] | Customer F [Member] | |||||
Concentration Risk, Percentage | 16% | 19% | |||
Accounts Receivable Two [Member] | Customer F One [Member] | |||||
Concentration Risk, Percentage | 12% | ||||
Revenue [Member] | Customer A [Member] | |||||
Concentration Risk, Percentage | 41% | 42% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Sep. 30, 2022 | Aug. 31, 2022 | Dec. 31, 2021 |
Directors [Member] | |||
Director compensation, value | $ 374,000 | ||
Director compensation, options | 250,000 | ||
CEO [Member] | |||
Accrued bonus compensation | $ 112,500 | ||
CFO [Member] | |||
Accrued bonus compensation | 85,151 | ||
Todd Michaels [Member] | |||
Advances payable | 22,154 | $ 22,154 | |
Three Percent Holder [Member] | |||
Advances payable | 11,865 | 11,865 | |
Largest Shareholder [Member] | |||
Advances payable | 62,500 | 62,500 | |
Elysian Fields Disposal [Member] | |||
Advances payable | 120,000 | ||
Michaels Consulting [Member] | |||
Advances payable | $ 344,000 | $ 364,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | ||||
Nov. 07, 2022 | Nov. 22, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Common stock value | $ 3,514 | $ 0 | |||
Subsequent Event [Member] | |||||
Warrants Value | $ 238,765 | ||||
Exercise price | $ 1 | $ 1.59 | |||
Maturity date | Nov. 07, 2023 | ||||
Notes payable | $ 220,000 | ||||
Discount | $ 20,000 | $ 20,000 | |||
Number of option issued | 100,000 | ||||
warrants issued | 75,000 | ||||
Aggregate principal amount | 1,100,000 | ||||
Face amount | $ 220,000 | ||||
Interest | 7% | 7% | |||
Maturity | 12 years | ||||
Commitment shares | 9,500 | 9,500 | |||
Restricted shares | 80,000 | 80,000 | |||
Warrants purchase | 150,000 | 150,000 | |||
Common stock value | $ 186,151 | ||||
Installments | $ 23,540 | $ 23,540 | |||
Amount of non-executive employment agreement | $ 168,678 |