Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | CORRELATE INFRASTRUCTURE PARTNERS INC. | ||
Entity Central Index Key | 0001108645 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Common Stock Shares Outstanding | 35,333,526 | ||
Entity Public Float | $ 14,668,272 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 0-30746 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 84-4250492 | ||
Entity Interactive Data Current | Yes | ||
Entity Address Address Line 1 | 220 Travis Street | ||
Entity Address Address Line 2 | 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 | ||
Auditor Firm Id | 76 | ||
Auditor Name | Turner, Stone & Company, L.L.P. | ||
Auditor Location | Dallas, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash | $ 96,308 | $ 252,189 |
Accounts receivable, net of allowance for doubtful accounts | 0 | 40,807 |
Contract assets | 684,185 | 0 |
Prepaid expenses and other current assets | 395,953 | 0 |
Total current assets | 1,176,446 | 292,996 |
Property and equipment | ||
Property and equipment, net | 4,004 | 0 |
Total property and equipment | 4,004 | 0 |
Other assets | ||
Intangible assets - trademark/trade name | 0 | 139,700 |
Intangible assets - customer relationships, net | 187,040 | 233,800 |
Intangible assets - developed technology, net | 13,870 | 27,750 |
Intangible assets - development rights, net | 112,744 | 0 |
Goodwill | 762,851 | 762,851 |
Total other assets | 1,076,505 | 1,164,101 |
Total assets | 2,256,955 | 1,457,097 |
Current liabilities | ||
Accounts payable | 1,069,743 | 819,413 |
Accrued expenses | 1,285,898 | 58,345 |
Shareholder advances | 96,519 | 96,519 |
Line of credit | 30,000 | 30,000 |
Notes payable, current portion, net of discount | 1,513,546 | 0 |
Derivative liability | 722,328 | 0 |
Total current liabilities | 4,718,034 | 1,004,277 |
Notes payable, net of current portion and discount | 344,595 | 20,400 |
Total liabilities | 5,062,629 | 1,024,677 |
Stockholders' equity (deficit) | ||
Preferred stock $.0001 par value; authorized 50,000,000 shares with -0- issued and outstanding at December 31, 2022 and 2021 | 0 | 0 |
Common stock, value | 3,532 | |
Additional paid-in capital | 5,459,220 | 1,534,474 |
Accumulated deficit | (8,268,426) | (1,105,518) |
Total stockholders' equity (deficit) | (2,805,674) | 432,420 |
Total liabilities and stockholders' equity (deficit) | 2,256,955 | 1,457,097 |
Common Class A [Member] | ||
Stockholders' equity (deficit) | ||
Common stock, value | 0 | 3,464 |
Common Class B [Member] | ||
Stockholders' equity (deficit) | ||
Common stock, value | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 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 Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Issued | 35,323,626 | 0 |
Common Stock, Shares, Outstanding | 35,323,626 | 0 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 372,500,000 | 372,500,000 |
Common Stock, Shares, Issued | 0 | 34,639,920 |
Common Stock, Shares, Outstanding | 0 | 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, Issued | 0 | 0 |
Common Stock, Shares, Outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | $ 3,403,648 | $ 98,446 |
Cost of revenues | 3,195,966 | 88,751 |
Gross profit | 207,682 | 9,695 |
Operating expenses | ||
General and administrative | 4,426,738 | 15,309 |
Insurance | 6,959 | 1,014 |
Legal and professional | 1,131,127 | 48,314 |
Travel | 113,884 | 12,656 |
Bad debt | 38,352 | 7,651 |
Depreciation and amortization | 68,080 | 0 |
Impairment of intangible asset | 139,700 | 0 |
Total operating expenses | 5,924,840 | 84,944 |
Loss from operations | (5,717,158) | (75,249) |
Other expense | ||
Interest expense | (198,845) | (15,000) |
Amortization of debt discount | (1,019,319) | 0 |
Financing costs | (368,118) | 0 |
Change in fair value of derivative liability | 140,532 | 0 |
Total other expense | (1,445,750) | (15,000) |
Net loss | $ (7,162,908) | $ (90,249) |
Loss per share | $ (0.20) | $ 0 |
Weighted average shares outstanding - basic and diluted | 34,958,482 | 49,703,889 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Total | Common Class A [Member] | Common Stock [Member] | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Common Class B [Member] |
Balance, shares at Dec. 31, 2020 | 72,500,000 | 27,500,000 | ||||
Balance, amount at Dec. 31, 2020 | $ (547,569) | $ 7,250 | $ 0 | $ 457,700 | $ (1,015,269) | $ 2,750 |
Effect of pre-merger TCCR transactions, shares | (46,500,000) | (27,500,000) | ||||
Effect of pre-merger TCCR transactions, amount | 0 | $ (4,650) | 0 | 7,400 | 0 | $ (2,750) |
Effect of pre-merger Correlate transactions | 175,000 | $ 0 | 0 | 175,000 | 0 | 0 |
Effect of Correlate merger, shares | 6,300,000 | |||||
Effect of Correlate merger, amount | (204,538) | $ 630 | 0 | (205,168) | 0 | 0 |
Effect of acquisition, shares | 2,339,920 | |||||
Effect of acquisition, amount | 1,099,776 | $ 234 | 0 | 1,099,542 | 0 | 0 |
Net loss | (90,249) | $ 0 | 0 | 0 | (90,249) | 0 |
Stock based compensation | 0 | |||||
Balance, shares at Dec. 31, 2021 | 34,639,920 | |||||
Balance, amount at Dec. 31, 2021 | 432,420 | $ 3,464 | 0 | 1,534,474 | (1,105,518) | 0 |
Net loss | (7,162,908) | $ 0 | $ 0 | 0 | (7,162,908) | 0 |
Elimination of Class A and Class B common stock for single class of common stock, shares | (34,639,920) | 34,639,920 | ||||
Elimination of Class A and Class B common stock for single class of common stock, amount | 0 | $ (3,464) | $ 3,464 | 0 | 0 | 0 |
Issuances of shares for cash | 150,000 | 0 | $ 0 | 150,000 | 0 | 0 |
Issuances of shares for services, shares | 500,000 | |||||
Issuances of shares for services, amount | 500,000 | 0 | $ 50 | 499,950 | 0 | 0 |
Issuances of shares for financing costs, shares | 23,706 | |||||
Issuances of shares for financing costs, amount | 30,258 | 0 | $ 2 | 30,256 | 0 | 0 |
Issuances of returnable shares, shares | 160,000 | |||||
Issuances of returnable shares, amount | 0 | 0 | $ 16 | (16) | 0 | 0 |
Issuances of warrants in connection with debt | 1,142,378 | 0 | 0 | 1,142,378 | 0 | 0 |
Issuances of warrants for acquisition of intangibles | 119,383 | 0 | 0 | 119,383 | 0 | 0 |
Stock based compensation | 1,982,795 | 0 | $ 0 | 1,982,795 | 0 | 0 |
Balance, shares at Dec. 31, 2022 | 35,323,626 | |||||
Balance, amount at Dec. 31, 2022 | $ (2,805,674) | $ 0 | $ 3,532 | $ 5,459,220 | $ (8,268,426) | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities | ||
Net loss | $ (7,162,908) | $ (90,249) |
operating activities: | ||
Depreciation and amortization | 68,080 | 0 |
Bad debt expense | 38,352 | 7,651 |
Impairment of intangible asset | 139,700 | 0 |
Amortization of debt discount | 1,019,319 | 0 |
Shares issued for services | 500,000 | 0 |
Stock-based compensation | 1,982,795 | 0 |
Shares issued for financing costs | 368,118 | 0 |
Change in fair value of derivative liability | (140,532) | 0 |
Operating expenses paid by shareholder | 0 | 35,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,455 | (31,279) |
Contract assets | (684,185) | |
Prepaid expenses and other current assets | (395,953) | |
Accounts payable | 250,330 | 58,891 |
Accrued expenses | 1,258,353 | (19,659) |
Net cash used in operating activities | (2,756,076) | (39,645) |
Investing activities | ||
Purchase of property and equipment | (4,805) | 0 |
Cash received from merger and acquisition | 0 | 217,459 |
Net cash (used in) provided by investing activities | (4,805) | 217,459 |
Financing activities | ||
Proceeds from issuance of notes payable | 2,455,000 | 0 |
Proceeds from issuance of common stock | 150,000 | 0 |
Net cash provided by financing activities | 2,605,000 | 0 |
Net (decrease) increase in cash | (155,881) | 177,814 |
Cash - beginning of year | 252,189 | 74,375 |
Cash - end of year | 96,308 | 252,189 |
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 74,515 | 0 |
Supplemental schedule of non-cash investing and financing activities | ||
Discount on notes payable from issuance of warrants | 1,142,378 | 0 |
Discount on notes payable from derivative liability | 525,000 | 0 |
Original issuance discount on notes payable | 175,000 | 0 |
Warrants issued for intangible assets | 119,383 | 0 |
Guaranteed interest on note payable | 30,800 | 0 |
Returnable shares issued in connection with notes payable | 16 | 0 |
Common shares issued for conversion of SAFE investments | 0 | 175,000 |
Assets and liabilities from merger | 0 | 418,442 |
Assets and liabilities from acquisition | $ 0 | $ 1,183,588 |
NATURE OF THE ORGANIZATION AND
NATURE OF THE ORGANIZATION AND BUSINESS | 12 Months Ended |
Dec. 31, 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 11, 2022, Triccar, Inc. (“TCCR”) changed its name to Correlate Infrastructure Partners Inc. (“CIPI” or the “Company”) to better reflect its operations. Correlate Exchange Agreement On December 28, 2021 (“Correlate Closing Date”) Triccar Inc., a Nevada corporation, entered into an Agreement and Plan of Share Exchange dated as of such date (the “Correlate Exchange Agreement”) with Correlate, Inc. (“Correlate”), a Delaware corporation, and all of the shareholders of Correlate. Pursuant to the Exchange Agreement, TCCR acquired one hundred percent (100%) of the issued and outstanding shares of common stock of Correlate from the shareholders pursuant to which Correlate became a wholly owned subsidiary of TCCR. In accordance with the terms of the Correlate Exchange Agreement, and in connection with the completion of the acquisition, on the Correlate Closing Date TCCR issued 6,300,000 shares of its Class A Common Stock to the Correlate Shareholders. As a result of former management of Correlate assuming the key management positions of TCCR, and due to the relative size of Correlate being significantly larger than TCCR, for financial statement reporting purposes, the asset acquisition has been treated as a reverse acquisition with Correlate deemed the accounting acquirer and TCCR deemed the accounting acquiree under the acquisition method of accounting in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805-10-55, “Business Combinations”. The reverse acquisition is deemed a capital transaction and the net assets of Correlate (the accounting acquirer) are carried forward to TCCR (the legal acquirer and the reporting entity) at their carrying value before the acquisition. The acquisition process utilizes the capital structure of TCCR and the assets and liabilities of Correlate which are recorded at their historical cost. The equity of the Company is the historical equity of Correlate. Loyal Exchange Agreement On December 28, 2021 (“Loyal Closing Date”) the Company entered into an Agreement and Plan of Share Exchange dated as of such date (the “Loyal Exchange Agreement”) with Loyal Enterprises LLC dba Solar Site Design (“Loyal”), a Tennessee corporation, and all of the members of Loyal. Pursuant to the Loyal Exchange Agreement, the Company acquired one hundred percent (100%) of the issued and outstanding member units of Loyal from the members pursuant to which Loyal became a wholly owned subsidiary of the Company. In accordance with the terms of the Loyal Exchange Agreement, and in connection with the completion of the acquisition, on the Closing Date the Company issued 2,200,000 shares of its Class A Common Stock to Loyal’s members. In connection with the Loyal Exchange Agreement, the Company issued 139,920 shares of its Class A Common Stock to a third party holding a Loyal convertible note payable. The issuance of shares were accounted for as part of the Loyal Exchange Agreement. Nature of the Business The accompanying 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 is a portfolio-scale development and finance platform offering commercial and industrial facilities access to clean electrification solutions focused on locally-sited solar, energy storage, EV infrastructure, and intelligent efficiency measures. Its unique data-driven approach is powered by proprietary analytics and concierge subscription services. Loyal provided consulting services on acquisitions and project development tools to customers in the commercial solar industry. Effective November 2022, all of Loyal’s assets and operations were transferred to Correlate and Loyal was dissolved. Going Concern The accompanying 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 2023 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents as of December 31, 2022 and 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 December 31, 2022, none 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 invoiced and unpaid sales. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends. Accounts are considered delinquent when payments have not been received within the agreed upon terms and are written off when management determines that collection is not probable. During the years ended December 31, 2022 and 2021, the Company recorded bad debt expenses totaling $38,352 and $7,651, respectively. As of December 31, 2022 and 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. As described in Note 1, Loyal assets and operations were transferred to Correlate in November 2022 and Loyal was dissolved. Management determined the trademark/trade name intangible asset acquired in the Loyal Exchange Agreement (Note 9) was impaired and recorded an impairment expense of $139,700. 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 accompanying consolidated balance sheets approximates fair value. Fair Value Measurement ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair values, but Generally Accepted Accounting Principles in the United States (“GAAP”) provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our consolidated balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.” Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s consolidated balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred. Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The Company did not have any Level 1 or Level 2 assets and liabilities at December 31, 2022 or 2021. The Derivative liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the year ended December 31, 2022: Balance - December 31, 2021 $ - Additions 862,860 Change in fair value (140,532 ) Balance - December 31, 2022 $ 722,328 On November 7, 2022 and December 21, 2022, the Company issued note payable agreements which contain default provisions that result in a conversion feature meeting the definition of a derivative liability which therefore require bifurcation. Further, pursuant to the Company’s contract ordering policy, the warrant issuances subsequent to November 7, 2022 resulted in derivative liabilities. At December 31, 2022, the Company estimated the fair value of the conversion feature derivatives embedded in the notes payable and warrants based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $1.06; risk-free interest rates ranging from 4.41% to 4.73%; expected volatility of the Company’s common stock ranging from 164% to 379%; exercise prices of $1.00; and terms from one to two years. 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 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 potential additional dilutive securities outstanding at December 31, 2022 and 2021 as follows. December 31, December 31, 2022 2021 Options 5,284,068 3,059,068 Warrants 3,780,000 - Notes payable 440,000 - 9,504,068 3,059,068 Recently Issued Accounting Standards During the years ended December 31, 2022 and 2021, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. Subsequent Events The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure or adjustment consideration (see Note 10). |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 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 December 28, 2021, the Company entered into an employment agreement with Mr. Todd Michaels, President and CEO, providing for an annual salary of $250,000 per year. As part of the agreement, the Company issued Mr. Michaels 1,000,000 options exercisable at $0.52 per share for ten years. The options, valued at approximately $469,000 on the issuance date, vest monthly over 36 months beginning one month from issuance. On December 28, 2021, the Company entered into an employment agreement with Mr. Jason Loyet, Director of Commercial Solar, providing for an annual salary of $150,000 per year. As part of the agreement, the Company issued Mr. Loyet 1,000,000 options exercisable at $0.52 per share for ten years. The options, valued at approximately $469,000 on the issuance date, vest monthly over 36 months beginning one month from issuance. 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 | 12 Months Ended |
Dec. 31, 2022 | |
DEBT | |
DEBT | NOTE 4 – DEBT SAFE Investments From 2015 to 2018, Correlate issued Simple Agreements for Future Equity (“SAFE”). The SAFE agreements have no maturity date and bear no interest. The SAFE agreements provide a right to the holder to future equity in Correlate in the form of SAFE Preferred Stock. SAFE Preferred Stock are shares of a series of Preferred Stock issued to the investor in an equity financing, having identical rights, privileges, preferences and restrictions as the shares of standard Preferred Stock offered to non-holders of SAFE agreements other than with respect to: (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the Safe price (price per share equal to the valuation capitalization divided by the total capitalization of Correlate); and (ii) the basis for any dividend rights, which will be based on the conversion price. The number of shares issued to the holder is determined by either (1) the face value of the SAFE agreement divided by the price per share of the standard preferred stock issued, if the pre-money valuation is less than or equal to the valuation capitalization (ranging from $3,000,000 and $6,000,000); or (2) a number of shares of SAFE Preferred Stock equal to the face value of the SAFE agreement divided by the price per share equal to the valuation cap divided by the total capitalization of the Company immediately prior to an equity financing event. Total capitalization of Correlate includes all shares of capital stock issued and outstanding and outstanding vested and unvested options as if converted. If there is a liquidity event (as defined in the SAFE agreements), the investor will, at their option, either (i) receive a cash payment equal to the face value of the SAFE agreement (“Purchase Amount”) or (ii) automatically receive from Correlate a number of shares of common stock equal to the Purchase Amount divided by the price per share equal to the valuation cap divided by the Liquidity Capitalization (“Liquidity Price”) (as defined in the SAFE agreements). If there are not enough funds to pay the holders of SAFE agreements in full, then all of Correlate’s available funds will be distributed with equal priority and pro-rata among the SAFE agreement holders in proportion to their Purchase Amounts and they will automatically receive the number of shares of common stock equal to the remaining unpaid Purchase Amount divided by the Liquidity Price. If there is a dissolution event (as defined in the SAFE agreements), Correlate will pay an amount equal to the Purchase Amount, due and payable to the investor immediately prior to, or concurrent with, the consummation of the dissolution event. The Purchase Amount will be paid prior and in preference to any distribution of any of the assets of Correlate to holders of outstanding capital stock. If immediately prior to the consummation of the dissolution event, the assets of Correlate legally available for distribution to all SAFE holders, are insufficient to permit the payment to their respective Purchase Amounts, then all of the assets of Correlate legally available for distribution will be distributed with equal priority and pro-rata among the SAFE holders as a single class. The SAFE agreements will expire and terminate upon either (i) the issuance of shares to the investor pursuant to an equity financing event or (ii) the payment, or setting aside for payment, of amounts due to the investor pursuant to a liquidity or dissolution event. Correlate had approximately $175,000 of SAFE obligations outstanding as of January 1, 2021, with valuation caps ranging from $3,000,000 and $6,000,000. On December 23, 2021, in connection with the Correlate Exchange Agreement (Note 1) Correlate and the holders of the SAFE agreements converted the SAFE agreements under the liquidity event terms of the SAFE agreements through the issuance of 329,183 shares of Correlate’s common stock. A summary of Correlate’s SAFE Investments are as follows: Holder Date Balance at 12/23/2021 Valuation Cap Conversion Rate Conversion Shares Holder A (Note 7) 1/15/2015 $ 50,000 $ 3,000,000 $ 0.4177 119,703 Holder A (Note 7) 5/20/2016 50,000 $ 3,000,000 $ 0.4177 119,703 Holder B 3/16/2018 75,000 $ 6,000,000 $ 0.8354 89,777 $ 175,000 329,183 Notes Payable On May 29, 2020, Loyal received a $20,400 Economic Injury Disaster Loan through the Small Business Administration. The note bears interest at 3.75% until maturity in March 2050. The note requires $100 monthly payments beginning in May 2022 until maturity. 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 ASC 470-20-30, “Debt”. 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 agreements, 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 $343,250 pursuant to ASC 470-20-30. Included in the note agreements is a note with the wife of the Company’s CEO, as further detailed in Note 7. On November 7, 2022 and December 21, 2022, the Company entered into two 7% note agreements totaling $440,000, including $400,000 in cash proceeds and $40,000 original issuance discount. Additionally, $15,400 in guaranteed interest was added to the principal balance at issuance. The notes, which have identical terms, each require ten monthly payments of $23,540 beginning 90 days from the issuance date with the final payment due at maturity twelve months from issuance. The note agreements contained a default provision meeting the definition of a derivative liability which had valuations totaling $355,860 at issuance. In connection with the note agreements, the Company issued a total of 300,000 warrants exercisable at $1.00 per share (Note 5). The warrants were fully vested at issuance and expire from November 7, 2024 to December 21, 2024. At issuance, the warrants, valued at $343,909, were recorded as derivative liabilities pursuant to the Company’s contract ordering policy. In total, the derivative liabilities associated with the two notes totaled $699,769 at issuance and resulted in additional debt discounts totaling $400,000. Further, the Company issued a total of 23,706 shares of common stock with a total value of $30,256 for financing costs and a total of 160,000 shares of common stock for returnable commitment shares. From November 9, 2022 to November 15, 2022, the Company entered into two 10% note agreements totaling $125,000. 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 agreements, the Company issued a total of 125,000 warrants exercisable at $1.00 per share (Note 5). The warrants were fully vested at issuance and expire from January 29, 2024 to November 15, 2024. At issuance, the warrants, valued at $163,091, were recorded as derivative liabilities pursuant to the Company’s contract ordering policy and resulted in additional debt discounts totaling $125,000. Included in the note agreements is a note with the Company’s largest shareholder, as further detailed in Note 7. The following table presents a summary of the Company’s notes payable at December 31, 2022: Balances - At Issuance Balances - 12/31/2022 Origination Maturity Interest Rate Principal Discount Principal Discount 5/29/2020 3/31/2050 4 % $ 20,400 $ - $ 20,400 $ - 1/11/2022 1/11/2023 10 % 1,350,000 934,128 1,485,000 38,922 7/29/2022 1/29/2024 10 % 50,000 29,664 50,000 21,424 8/11/2022 2/11/2024 10 % 150,000 88,247 150,000 66,185 8/15/2022 2/15/2024 10 % 50,000 29,513 50,000 22,133 8/31/2022 2/28/2024 10 % 80,000 45,827 80,000 35,643 9/1/2022 3/1/2024 10 % 50,000 29,922 50,000 23,274 9/7/2022 3/7/2024 10 % 50,000 29,922 50,000 23,274 9/12/2022 3/12/2024 10 % 50,000 30,316 50,000 24,422 9/29/2022 3/29/2024 10 % 100,000 59,839 100,000 49,866 11/7/2022 11/7/2023 7 % 200,000 220,000 235,400 192,499 11/9/2022 5/9/2024 10 % 25,000 25,000 25,000 22,917 11/15/2022 5/15/2024 10 % 100,000 100,000 100,000 91,667 12/21/2022 12/21/2023 7 % 200,000 220,000 235,400 210,833 $ 2,475,400 $ 1,842,378 $ 2,681,200 $ 823,059 Line of Credit On October 3, 2014, the Company entered into a $30,000 line of credit agreement with a former member of Loyal. The line of credit has no maturity with interest at 8.00%. As of December 31, 2022 and 2021, the outstanding principal and accrued interest totaled $42,130 and $39,730, respectively. Future Maturities The table below summarizes future maturities of the Company’s debt as of December 31, 2022: December 31, Amount 2023 $ 1,985,800 2024 705,000 2025 - 2026 - 2027 - Thereafter 20,400 2,711,200 Less - Discounts (823,059 ) $ 1,888,141 |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
EQUITY | |
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 or Class B common shares were eliminated and replaced by a single class of common stock with 1:1 voting rights. At December 31, 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. During November 2022, the Company issued 9,500 shares of common stock valued at $15,199 for financing costs and 80,000 shares of common stock for returnable commitment shares in connection with a note payable (Note 4). During December 2022, the Company issued 14,206 shares of common stock valued at $15,057 for financing costs and 80,000 shares of common stock for returnable commitment shares in connection with a note payable (Note 4). Warrants During the year ended December 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; risk-free interest rates ranging from 0.70% to 4.72%, volatility ranging from 326% to 428% based on the historical volatility of the Company’s common stock, exercise prices ranging from $0.25 to $1.59, and terms of 18 to 36 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 November 15, 2022, the Company issued warrants to purchase 705,000 shares of common stock valued at approximately $1,005,000 as part of note agreements (Note 4). Included in these warrants is a warrant to purchase 25,000 shares of common stock which was issued to the Company’s largest shareholder and a warrant to purchase 50,000 shares of common stock which was issued to the wife of the Company’s CEO, as further detailed in Note 7. From November 7, 2022 to December 21, 2022, the Company issued warrants to purchase 300,000 shares of common stock valued at approximately $344,000 as part of note agreements (Note 4). 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 $119,383, vested immediately and are exercisable for three years at an exercise price of $1.59 per share. The table below summarizes the Company’s warrants for the year ended December 31, 2022: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Warrants as of December 31, 2021 - $ - - Issued 3,780,000 $ 0.48 1.63 Exercised - $ - - Warrants as of December 31, 2022 3,780,000 $ 0.48 0.87 Correlate Options The following table presents Correlate’s options as of December 31, 2021: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of December 31, 2020 71,625 $ 0.41 6.08 Issued - $ - - Exchanged (71,625 ) $ (0.41 ) 5.08 Exercised - $ - - Options as of December 31, 2021 - $ - - The Correlate Exchange Agreement (Note 1) constituted a change of control transaction under Correlate’s 2015 Equity Incentive Plan. As a result, 59,068 TCCR options were issued by the Company in exchange for the 71,625 outstanding Correlate options as of December 28, 2021, under the terms of the Correlate 2015 Equity Incentive Plan. Options During the year ended December 31, 2021, the Company calculated the fair value of the options granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; a risk-free interest rate of 1.27%; volatility of 280% based on the historical volatility of the Company’s common stock; various exercise prices; and terms of 5 to 10 years. The fair value of options granted is expensed as vesting occurs over the applicable service periods. During the year ended December 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; risk-free interest rates from 1.65% to 4.24%; volatility ranging from 282% to 330% based on the historical volatility of the Company’s common stock; various exercise prices; and terms of 5 to 10 years. The fair value of options granted is expensed as vesting occurs over the applicable service periods. During December 2021, the Company issued 2,000,000 options valued at approximately $938,000 as part of executive employment agreements (Note 3). During December 2021, the Company issued 1,000,000 options valued at approximately $469,000 as part of a non-executive employment agreement. During January 2022, the Company issued 1,000,000 options valued at approximately $868,000 as part of executive employment agreements (Note 3). From February to October 2022, the Company issued 395,000 options valued at approximately $473,000 as part of five non-executive employment agreements. The options vest monthly over 36 months from issuance. During February 2022, the Company issued 50,000 options valued at approximately $46,000 as part of a consulting agreement. The options vest monthly over 36 months from issuance. The agreement was terminated in September 2022 and the options were forfeited in December 2022. 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 summarizes the Company’s options for the year ended December 31, 2022: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of December 31, 2021 3,059,068 $ 0.52 5.08 Issued 2,225,000 $ 1.20 4.97 Forfeited - $ - - Exercised - $ - - Options as of December 31, 2022 5,284,068 $ 0.80 4.17 The following table summarizes the Company’s options for the year ended December 31, 2021: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of December 31, 2020 - $ - - Issued 3,059,068 $ 0.52 5.09 Forfeited - $ - - Exercised - $ - - Options as of December 31, 2021 3,059,068 $ 0.52 5.08 At December 31, 2022, options to purchase 2,242,746 shares of common stock were vested and options to purchase 3,041,322 shares of common stock remained unvested. The Company expects to incur expenses for the unvested options totaling $1,971,982 as they vest. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2022 | |
CONCENTRATIONS | |
CONCENTRATIONS | NOTE 6 – CONCENTRATIONS As of December 31, 2022 and 2021, and for the years then ended, the Company had the following revenue and accounts receivable concentrations: Revenues Accounts Receivable Customer 2022 2021 12/31/2022 12/31/2021 Customer A 44% * * * Customer B 39% * * * Customer C 12% 50% * * Customer D * 25% * 61% Customer E * 18% * * Customer F * * * 39% * = Less than 10% |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS SAFE Investments Holder A (Note 4) is Mr. Robert Powell, who held 1% of the common stock in Correlate until the Correlate Exchange Agreement. Mr. Powell was named a director of the Company on December 28, 2021. At December 31, 2021, Mr. Powell held less than 5% of the Company’s Class A Common Stock. Shareholder Advances and Payables At December 31, 2022 and 2021, the Company had advances payable of $22,154, respectively, due to the Company’s President and CEO, Mr. Todd Michaels, who held 54% of Correlate’s common stock until the Correlate Exchange Agreement (Note 1). At December 31, 2021, Mr. Michaels held 10% of the Company’s Class A Common Stock. At December 31, 2022, Mr. Michaels held 10% of the Company’s common stock. Mr. Michaels is also a member of the Company’s Board of Directors. At December 31, 2022 and 2021, the Company had advances payable of $11,865, respectively, due to an individual who held 17% of Correlate’s common stock until the Correlate Exchange Agreement (Note 5). At December 31, 2022 and 2021, this individual held less than 5% of the Company’s Class A Common Stock. At December 31, 2022 and 2021, the Company had advances payable of $62,500 due to an individual who is the Company’s largest shareholder. As of December 31, 2021, this individual held 18% of the Company’s Class A Common Stock. At. December 31, 2022, this individual held 31% of the Company’s common stock. At December 31, 2022 and 2021, the Company had accounts payable of $256,000 and $251,000, respectively, due to Elysian Fields Disposal, LLC, an entity owned by the Company’s largest shareholder. The Company incurred $5,000 of operating expenses with the entity during 2022. At December 31, 2022 and 2021, the Company had accounts payable of $73,000 and $50,000, respectively, due to Loutex Production Company, an entity owned by the Company’s largest shareholder. The Company incurred $23,000 of operating expenses with the entity during 2022. Michaels Consulting During the year ended December 31, 2021, the Company incurred consulting expenses totaling $60,000 from Michaels Consulting, an entity owned by the wife of Mr. Michaels. During the year ended December 31, 2022, $20,000 of accounts payable due to Michaels Consulting were paid. As of December 31, 2022 and 2021, the Company had accounts payable due to Michaels Consulting totaling $344,000 and $364,000, respectively. Notes Payable 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. totaling $1,485,000 and issued 2,700,000 warrants related to the note, as disclosed in Note 4. During September 2022, the Company entered into a note agreement with the wife of Mr. Michaels totaling $50,000 and issued 50,000 warrants, valued at approximately $75,000, related to the note, as disclosed in Note 4. During November 2022, the Company entered into a note agreement with Company’s largest shareholder totaling $25,000 and issued 25,000 warrants, valued at approximately $39,000, related to the note, as disclosed in Note 4. Director Options During August 2022, three of 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 December 31, 2022, the Company accrued bonus compensation for its CEO and CFO of approximately $150,000 and $115,000, respectively. |
FEDERAL INCOME TAX
FEDERAL INCOME TAX | 12 Months Ended |
Dec. 31, 2022 | |
FEDERAL INCOME TAX | |
FEDERAL INCOME TAX | NOTE 8 – FEDERAL INCOME TAX The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts are calculated for income tax purposes. The provision (benefit) for income taxes for the years ended December 31, 2022, and 2021, assumes a statutory 21%, effective tax rate for federal income taxes. 2022 2021 Federal tax statutory rate 21 % 21 % Temporary differences 5 % 0 % Permanent differences -6 % 1 % Valuation Allowance -20 % -22 % 0 % 0 % The Company had deferred income tax assets as of December 31, 2022 and 2021, as follows: 2022 2021 Deferred tax assets Net operating loss carryforwards $ 1,589,000 $ 232,000 Temporary differences 217,000 - Permanent differences - 7,000 Valuation allowance (1,806,000 ) (239,000 ) Net deferred tax assets $ - $ - The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying financial statements. The Company’s net deferred tax asset and valuation allowance increased by $1,567,000 and $20,000 in the fiscal years ended December 31, 2022, and 2021, respectively. At December 31, 2022, the Company had approximately $5,538,567 in federal net operating loss carryforwards. $5,241,135 of these carry forwards are allowed to be carried forward indefinitely and are to be limited to 80% of the taxable income. The remaining amount can be carried forward for 20 years with no income limitation. Pursuant to Internal Revenue Code Section 382, the future utilization of the Company’s net operating loss carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future. As of December 31, 2022, the Company had no uncertain tax positions, or interest and penalties, that qualify for either recognition or disclosure in the financial statements. The Company is subject to U.S. federal, state, and local income tax examinations by tax authorities for years 2018 through 2021. The tax return for the fiscal year ended December 31, 2022, has not yet been filed. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS COMBINATION | |
BUSINESS COMBINATION | NOTE 9 – BUSINESS COMBINATIONS Correlate Exchange Agreement On December 28, 2021, Correlate Inc. became a wholly owned subsidiary of the Company. As detailed in Note 1, Correlate was determined to be the accounting acquirer. Additionally, management determined that TCCR did not meet the definition of a business as described in ASC 805, as the only asset of TCCR was cash. The assets and liabilities of TCCR were transferred to the Company on December 28, 2021, as follows: Cash $ 213,904 Accounts payable (341,977 ) Accrued expenses (13,965 ) Shareholder advances (62,500 ) Loyal Exchange Agreement On December 28, 2021, Loyal became a wholly owned subsidiary of the Company. The acquisition date fair value of the consideration transferred for Loyal was approximately $1,099,776, which consisted of 2,339,920 common shares. The fair value of the common stock issued by the Company was determined using the closing stock price of the Company’s common shares on December 28, 2021. The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition: Fair Value Cash $ 3,555 Accounts receivable 15,932 Intangible assets - trademark/trade name 139,700 Intangible assets - customer relationships 233,800 Intangible assets - developed technology 27,750 Goodwill 762,851 Accounts payable (5,333 ) Accrued expenses (28,079 ) Line of credit (30,000 ) Notes payable (20,400 ) Net assets acquired $ 1,099,776 The excess of purchase consideration over the fair value of assets acquired and liabilities assumed was recorded as goodwill. The resulting goodwill is primarily attributed to the expanded market opportunities, including integrating the Loyal service offerings with existing Company service offerings. The goodwill has no basis for U.S. income tax purposes. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition: Amortization Schedule Fair Value Useful Life 2022 2023 2024 2025 2026 Total Trademark/trade name $ 139,700 Indefinite $ - $ - $ - $ - $ - $ - Customer relationships 233,800 5 years 46,760 46,760 46,760 46,760 46,760 233,800 Developed technology 27,750 2 years 13,880 13,870 - - - 27,750 $ 401,250 $ 60,640 $ 60,630 $ 46,760 $ 46,760 $ 46,760 $ 261,550 The following pro forma financial information summarizes the combined results of operations for the Company and Loyal, as though the companies were combined as of January 1, 2021. The unaudited pro forma financial information was as follows: 2021 Total revenues $ 316,389 Net loss $ (131,540 ) The pro forma financial information for all periods presented above has been calculated after adjusting the results of Loyal to reflect the business combination accounting effects resulting from this acquisition, including the amortization expense from acquired intangible assets as though the acquisition occurred as of January 1, 2021. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at January 1, 2021. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS On January 11, 2023, the Company and P&C Ventures, Inc. agreed to amend the January 11, 2022 note payable (Note 4). As part of the agreement, $78,929 in accrued and unpaid interest was added to the principal balance, bringing the total principal balance of the note payable to $1,563,929. Additionally, the interest rate and maturity date were amended to 14% and October 11, 2023, respectively. In connection with the amendment, the Company issued P&C Ventures, Inc. 3,127,858 warrants to purchase shares of common stock exercisable at $0.85 per share. The warrants, which were immediately vested, were valued at $3,309,045 and recorded as a derivative liability. During January 2023, the Company paid $7,589 in accrued interest due to four noteholders by issuing 5,655 shares of common stock. During January 2023, the Company issued 4,245 shares of common stock valued at $4,500 for services. From January 24, 2023 to March 27, 2023, the Company entered into seven 14% convertible note payable agreements with proceeds totaling $1,724,975. The convertible notes, which have identical terms, require quarterly interest payments with the principal due at maturity eighteen months from issuances and are convertible at $3.20 per share of common stock. In connection with the convertible notes, the Company issued a total of 3,449,950 warrants to purchase shares of common stock exercisable at $0.85 per share. The warrants, which were immediately vested, were valued at $3,422,942 and recorded as a derivative liability. Included in the seven convertible notes payable is a $100,000 convertible note with the Company’s CEO. In connection with the convertible note, the Company issued 200,000 warrants to purchase shares of common stock valued at $209,180. During March 2023, the Company issued 500,000 options to purchase shares of common stock exercisable at $0.99 per share. The options, which vest over 36 months, were valued at $448,950. During March 2023, the Company agreed to issue 17,045 shares of common stock valued at $15,000 for services. |
NATURE OF THE ORGANIZATION AN_2
NATURE OF THE ORGANIZATION AND BUSINESS (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
NATURE OF THE ORGANIZATION AND BUSINESS | |
Going Concern | The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and has not generated positive cash flows from operations. These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern. The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plans with respect to operations include aggressive marketing, acquisitions, and raising additional capital through sales of equity or debt securities as may be necessary to pursue its business plans and sustain operations until such time as the Company can achieve profitability. Management believes that aggressive marketing combined with acquisitions and additional financing as necessary will result in improved operations and cash flow in 2023 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. |
Use of Estimates | The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents as of December 31, 2022 and 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 December 31, 2022, none 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 invoiced and unpaid sales. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends. Accounts are considered delinquent when payments have not been received within the agreed upon terms and are written off when management determines that collection is not probable. During the years ended December 31, 2022 and 2021, the Company recorded bad debt expenses totaling $38,352 and $7,651, respectively. As of December 31, 2022 and 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. As described in Note 1, Loyal assets and operations were transferred to Correlate in November 2022 and Loyal was dissolved. Management determined the trademark/trade name intangible asset acquired in the Loyal Exchange Agreement (Note 9) was impaired and recorded an impairment expense of $139,700. |
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 accompanying consolidated balance sheets approximates fair value. |
Fair Value Measurement | ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair values, but Generally Accepted Accounting Principles in the United States (“GAAP”) provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our consolidated balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.” Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s consolidated balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred. Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The Company did not have any Level 1 or Level 2 assets and liabilities at December 31, 2022 or 2021. The Derivative liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the year ended December 31, 2022: Balance - December 31, 2021 $ - Additions 862,860 Change in fair value (140,532 ) Balance - December 31, 2022 $ 722,328 On November 7, 2022 and December 21, 2022, the Company issued note payable agreements which contain default provisions that result in a conversion feature meeting the definition of a derivative liability which therefore require bifurcation. Further, pursuant to the Company’s contract ordering policy, the warrant issuances subsequent to November 7, 2022 resulted in derivative liabilities. At December 31, 2022, the Company estimated the fair value of the conversion feature derivatives embedded in the notes payable and warrants based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $1.06; risk-free interest rates ranging from 4.41% to 4.73%; expected volatility of the Company’s common stock ranging from 164% to 379%; exercise prices of $1.00; and terms from one to two years. |
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 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 potential additional dilutive securities outstanding at December 31, 2022 and 2021 as follows. December 31, December 31, 2022 2021 Options 5,284,068 3,059,068 Warrants 3,780,000 - Notes payable 440,000 - 9,504,068 3,059,068 |
Recently Issued Accounting Standards | During the years ended December 31, 2022 and 2021, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
Subsequent Events | The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure or adjustment consideration (see Note 10). |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Fair Value Measurement | Balance - December 31, 2021 $ - Additions 862,860 Change in fair value (140,532 ) Balance - December 31, 2022 $ 722,328 |
potential additional dilutive securities outstanding | December 31, December 31, 2022 2021 Options 5,284,068 3,059,068 Warrants 3,780,000 - Notes payable 440,000 - 9,504,068 3,059,068 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
DEBT | |
SAFE Investments | Holder Date Balance at 12/23/2021 Valuation Cap Conversion Rate Conversion Shares Holder A (Note 7) 1/15/2015 $ 50,000 $ 3,000,000 $ 0.4177 119,703 Holder A (Note 7) 5/20/2016 50,000 $ 3,000,000 $ 0.4177 119,703 Holder B 3/16/2018 75,000 $ 6,000,000 $ 0.8354 89,777 $ 175,000 329,183 |
summary of the Company's notes payable | Balances - At Issuance Balances - 12/31/2022 Origination Maturity Interest Rate Principal Discount Principal Discount 5/29/2020 3/31/2050 4 % $ 20,400 $ - $ 20,400 $ - 1/11/2022 1/11/2023 10 % 1,350,000 934,128 1,485,000 38,922 7/29/2022 1/29/2024 10 % 50,000 29,664 50,000 21,424 8/11/2022 2/11/2024 10 % 150,000 88,247 150,000 66,185 8/15/2022 2/15/2024 10 % 50,000 29,513 50,000 22,133 8/31/2022 2/28/2024 10 % 80,000 45,827 80,000 35,643 9/1/2022 3/1/2024 10 % 50,000 29,922 50,000 23,274 9/7/2022 3/7/2024 10 % 50,000 29,922 50,000 23,274 9/12/2022 3/12/2024 10 % 50,000 30,316 50,000 24,422 9/29/2022 3/29/2024 10 % 100,000 59,839 100,000 49,866 11/7/2022 11/7/2023 7 % 200,000 220,000 235,400 192,499 11/9/2022 5/9/2024 10 % 25,000 25,000 25,000 22,917 11/15/2022 5/15/2024 10 % 100,000 100,000 100,000 91,667 12/21/2022 12/21/2023 7 % 200,000 220,000 235,400 210,833 $ 2,475,400 $ 1,842,378 $ 2,681,200 $ 823,059 |
summarizes future maturities | December 31, Amount 2023 $ 1,985,800 2024 705,000 2025 - 2026 - 2027 - Thereafter 20,400 2,711,200 Less - Discounts (823,059 ) $ 1,888,141 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
EQUITY | |
Company's warrants | Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Warrants as of December 31, 2021 - $ - - Issued 3,780,000 $ 0.48 1.63 Exercised - $ - - Warrants as of December 31, 2022 3,780,000 $ 0.48 0.87 |
Correlate's options | Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of December 31, 2020 71,625 $ 0.41 6.08 Issued - $ - - Exchanged (71,625 ) $ (0.41 ) 5.08 Exercised - $ - - Options as of December 31, 2021 - $ - - |
Company's options | Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of December 31, 2021 3,059,068 $ 0.52 5.08 Issued 2,225,000 $ 1.20 4.97 Forfeited - $ - - Exercised - $ - - Options as of December 31, 2022 5,284,068 $ 0.80 4.17 Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of December 31, 2020 - $ - - Issued 3,059,068 $ 0.52 5.09 Forfeited - $ - - Exercised - $ - - Options as of December 31, 2021 3,059,068 $ 0.52 5.08 |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
CONCENTRATIONS | |
Revenue and Accounts Receivable Concentrations | Revenues Accounts Receivable Customer 2022 2021 12/31/2022 12/31/2021 Customer A 44% * * * Customer B 39% * * * Customer C 12% 50% * * Customer D * 25% * 61% Customer E * 18% * * Customer F * * * 39% * = Less than 10% |
FEDERAL INCOME TAX (Tables)
FEDERAL INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
FEDERAL INCOME TAX | |
Income Taxes | 2022 2021 Federal tax statutory rate 21 % 21 % Temporary differences 5 % 0 % Permanent differences -6 % 1 % Valuation Allowance -20 % -22 % 0 % 0 % |
Deferred Income Tax Assets | 2022 2021 Deferred tax assets Net operating loss carryforwards $ 1,589,000 $ 232,000 Temporary differences 217,000 - Permanent differences - 7,000 Valuation allowance (1,806,000 ) (239,000 ) Net deferred tax assets $ - $ - |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
BUSINESS COMBINATION | |
Assets and Liabilities | Cash $ 213,904 Accounts payable (341,977 ) Accrued expenses (13,965 ) Shareholder advances (62,500 ) |
Fair Values of Assets Acquired and Liabilities Assumed | Fair Value Cash $ 3,555 Accounts receivable 15,932 Intangible assets - trademark/trade name 139,700 Intangible assets - customer relationships 233,800 Intangible assets - developed technology 27,750 Goodwill 762,851 Accounts payable (5,333 ) Accrued expenses (28,079 ) Line of credit (30,000 ) Notes payable (20,400 ) Net assets acquired $ 1,099,776 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Amortization Schedule Fair Value Useful Life 2022 2023 2024 2025 2026 Total Trademark/trade name $ 139,700 Indefinite $ - $ - $ - $ - $ - $ - Customer relationships 233,800 5 years 46,760 46,760 46,760 46,760 46,760 233,800 Developed technology 27,750 2 years 13,880 13,870 - - - 27,750 $ 401,250 $ 60,640 $ 60,630 $ 46,760 $ 46,760 $ 46,760 $ 261,550 |
The following pro forma financial information summarizes the combined results of operations for the Company and Loyal, as though the companies were combined as of January 1, 2020. The unaudited pro forma financial information was as follows: | 2021 Total revenues $ 316,389 Net loss $ (131,540 ) |
NATURE OF THE ORGANIZATION AN_3
NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) | Dec. 28, 2021 shares |
Correlate Exchange Agreement [Member] | |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 100% |
Correlate Exchange Agreement [Member] | Common Class A [Member] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 6,300,000 |
Loyal Exchange Agreement [Member] | |
Business Combination, Step Acquisition, Equity Interest in Acquiree, Percentage | 100% |
Loyal Exchange Agreement [Member] | Common Class A [Member] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,200,000 |
Shares issued to third party | 139,920 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Balance | $ 0 |
Additions | 862,860 |
Change in fair value | (140,532) |
Balance at end | $ 722,328 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Options | 5,284,068 | 3,059,068 |
Warrants | 3,780,000 | |
Notes payable | 440,000 | |
Dilutive Securities | 9,504,068 | 3,059,068 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Bad debt expenses | $ 38,352 | $ 7,651 |
Impairment expense | 139,700 | |
FDIC coverage amount | 250,000 | |
FDIC cash balances limits | 0 | |
Allowance for doubtful accounts | $ 90,189 | $ 90,189 |
Share price | $ 1.06 | |
Risk-free interest rate, minimum | 4.41% | |
Risk-free interest rate, maximum | 4.73% | |
Expected volatility rate, minimum | 164% | |
Expected volatility rate, maximum | 379% | |
Exercise prices | $ 1 | |
Expected term | one to two years |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 18, 2022 | Dec. 28, 2021 | Dec. 31, 2022 | |
Todd Michaels, President and CEO | |||
Amount of salary | $ 250,000 | ||
Options exercisable, shares | 1,000,000 | ||
Options exercisable, weighted average exercise price | $ 0.52 | ||
Options exercisable, weighted average term | 10 years | ||
Vested amount | $ 469,000 | ||
Description of options vesting | vest monthly over 36 months beginning one month from issuance | ||
Jason Loyet, Director of Commercial Solar | |||
Amount of salary | $ 150,000 | ||
Options exercisable, shares | 1,000,000 | ||
Options exercisable, weighted average exercise price | $ 0.52 | ||
Options exercisable, weighted average term | 10 years | ||
Vested amount | $ 469,000 | ||
Description of options vesting | vest monthly over 36 months beginning one month from issuance | ||
CFO [Member] | |||
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)
DEBT (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SAFE investments | $ 175,000 | $ 175,000 | |
Conversion Shares | 329,183 | 329,183 | |
Holder A [Member] | |||
SAFE investments | $ 50,000 | ||
Conversion Shares | 119,703 | ||
Date | 5/20/2016 | ||
Valuation Cap | $ 3,000,000 | ||
Conversion Rate | $ 0.4177 | ||
Holder A One [Member] | |||
SAFE investments | $ 50,000 | ||
Conversion Shares | 119,703 | ||
Date | 1/15/2015 | ||
Valuation Cap | $ 3,000,000 | ||
Conversion Rate | $ 0.4177 | ||
Holder B [Member] | |||
SAFE investments | $ 75,000 | ||
Conversion Shares | 89,777 | ||
Date | 3/16/2018 | ||
Valuation Cap | $ 6,000,000 | ||
Conversion Rate | $ 0.8354 |
DEBT (Details 1)
DEBT (Details 1) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Principal amount | $ 2,475,400 |
Debt Discount | 1,842,378 |
Principal | 2,681,200 |
Discount | 823,059 |
Notes Payable [Member] | |
Principal amount | 20,400 |
Debt Discount | 0 |
Principal | 20,400 |
Discount | $ 0 |
Origination date | May 29, 2020 |
Maturity date | Mar. 31, 2050 |
Interest Rate | 4% |
Notes Payable One [Member] | |
Principal amount | $ 1,350,000 |
Debt Discount | 934,128 |
Principal | 1,485,000 |
Discount | $ 38,922 |
Origination date | Jan. 11, 2022 |
Maturity date | Jan. 11, 2023 |
Interest Rate | 10% |
Notes Payable Two [Member] | |
Principal amount | $ 50,000 |
Debt Discount | 29,664 |
Principal | 50,000 |
Discount | $ 21,424 |
Origination date | Jul. 29, 2022 |
Maturity date | Jan. 29, 2024 |
Interest Rate | 10% |
Notes Payable Three [Member] | |
Principal amount | $ 150,000 |
Debt Discount | 88,247 |
Principal | 150,000 |
Discount | $ 66,185 |
Origination date | Aug. 11, 2022 |
Maturity date | Feb. 11, 2024 |
Interest Rate | 10% |
Notes Payable Four [Member] | |
Principal amount | $ 50,000 |
Debt Discount | 29,513 |
Principal | 50,000 |
Discount | $ 22,133 |
Origination date | Aug. 15, 2022 |
Maturity date | Feb. 15, 2024 |
Interest Rate | 10% |
Notes Payable Five [Member] | |
Principal amount | $ 80,000 |
Debt Discount | 45,827 |
Principal | 80,000 |
Discount | $ 35,643 |
Origination date | Aug. 31, 2022 |
Maturity date | Feb. 28, 2024 |
Interest Rate | 10% |
Notes Payable Six [Member] | |
Principal amount | $ 50,000 |
Debt Discount | 29,922 |
Principal | 50,000 |
Discount | $ 23,274 |
Origination date | Sep. 01, 2022 |
Maturity date | Mar. 01, 2024 |
Interest Rate | 10% |
Notes Payable Seven [Member] | |
Principal amount | $ 50,000 |
Debt Discount | 29,922 |
Principal | 50,000 |
Discount | $ 23,274 |
Origination date | Sep. 07, 2022 |
Maturity date | Mar. 07, 2024 |
Interest Rate | 10% |
Notes Payable Eight [Member] | |
Principal amount | $ 50,000 |
Debt Discount | 30,316 |
Principal | 50,000 |
Discount | $ 24,422 |
Origination date | Sep. 12, 2022 |
Maturity date | Mar. 12, 2024 |
Interest Rate | 10% |
Notes Payable Nine [Member] | |
Principal amount | $ 100,000 |
Debt Discount | 59,839 |
Principal | 100,000 |
Discount | $ 49,866 |
Origination date | Sep. 29, 2022 |
Maturity date | Mar. 29, 2024 |
Interest Rate | 10% |
Notes Payable Ten [Member] | |
Principal amount | $ 200,000 |
Debt Discount | 220,000 |
Principal | 235,400 |
Discount | $ 192,499 |
Origination date | Nov. 07, 2022 |
Maturity date | Nov. 07, 2023 |
Interest Rate | 7% |
Notes Payable Eleven [Member] | |
Principal amount | $ 25,000 |
Debt Discount | 25,000 |
Principal | 25,000 |
Discount | $ 22,917 |
Origination date | Nov. 09, 2022 |
Maturity date | May 09, 2024 |
Interest Rate | 10% |
Notes Payable Twelve [Member] | |
Principal amount | $ 100,000 |
Debt Discount | 100,000 |
Principal | 100,000 |
Discount | $ 91,667 |
Origination date | Nov. 15, 2022 |
Maturity date | May 15, 2024 |
Interest Rate | 10% |
Notes Payable Thirteen [Member] | |
Principal amount | $ 200,000 |
Debt Discount | 220,000 |
Principal | 235,400 |
Discount | $ 210,833 |
Origination date | Dec. 21, 2022 |
Maturity date | Dec. 21, 2023 |
Interest Rate | 7% |
DEBT (Details 2)
DEBT (Details 2) | Dec. 31, 2022 USD ($) |
DEBT | |
2023 | $ 1,985,800 |
2024 | 705,000 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 20,400 |
Future maturity | 2,711,200 |
Less - Discounts | (823,059) |
Net future maturity | $ 1,888,141 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2022 | May 29, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 03, 2014 | |
Note Interest Rate | 3.75% | 8% | ||||
SAFE investments | $ 175,000 | $ 175,000 | ||||
Line of credit | $ 30,000 | $ 30,000 | $ 30,000 | |||
Conversion of Stock, Shares Issued | 329,183 | 329,183 | ||||
Loans Received | $ 20,400 | |||||
Maturity note | March 2050 | |||||
Description of Monthly payments | The note requires $100 monthly payments beginning in May 2022 until maturity. | |||||
Fair value outstanding amount | $ 42,130 | $ 39,730 | ||||
Issuance of debt discount | $ 368,118 | $ 0 | ||||
Common stock returnable commitment shares | 80,000 | 80,000 | ||||
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 | 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 of warrants | $ 1,958,000 | |||||
Additional discount on debt | $ 799,128 | |||||
November 7, 2022 and December 21, 2022 [Member] | ||||||
Note Interest Rate | 7% | |||||
Convertible notes payable | $ 440,000 | |||||
Cash proceeds | 400,000 | |||||
Guaranteed interest on principal balance | 15,400 | |||||
Issuance of debt discount | $ 400,000 | |||||
Share issued for financing cost | 23,706 | |||||
Share issued for financing cost, value | $ 30,256 | |||||
Derivative liability issuance | 355,860 | |||||
Ten monthly payments | 23,540 | |||||
Derivative liability | $ 699,769 | |||||
Common stock returnable commitment shares | 160,000 | |||||
Description of warrants | 300,000 warrants exercisable at $1.00 per share (Note 5). The warrants were fully vested at issuance and expire from November 7, 2024 to December 21, 2024 | |||||
Fair value of warrants | $ 343,909 | |||||
Additional discount on debt | $ 40,000 | |||||
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 | |||||
Fair value of warrants | $ 842,000 | |||||
Additional discount on debt | $ 343,250 | |||||
November 9, 2022 to November 15, 2022 [Member] | ||||||
Note Interest Rate | 10% | |||||
Convertible notes payable | $ 125,000 | |||||
Description of warrants | 125,000 warrants exercisable at $1.00 per share (Note 5). The warrants were fully vested at issuance and expire from January 29, 2024 to November 15, 2024 | |||||
Fair value of warrants | $ 163,091 | |||||
Additional discount on debt | 125,000 | |||||
Minimum [Member] | ||||||
Valuation capitalization | 3,000,000 | |||||
Maximum [Member] | ||||||
Valuation capitalization | $ 6,000,000 |
EQUITY (Details)
EQUITY (Details) - Company Warrants [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Warrants, Number of Shares begnning | 0 |
Issued | 3,780,000 |
Exercised | 0 |
Warrants, Number of Shares ending | 3,780,000 |
Warrants, Weighted Average Exercise Price begnning | $ / shares | $ 0 |
Issued in Period, Weighted Average Exercise Price | $ / shares | 0.48 |
Warrants, Weighted Average Exercise Price ending | $ / shares | $ 0.48 |
Issued, Weighted average remaining life | 1 year 7 months 17 days |
Warrants,Weighted Average Remaining Life ending | 10 months 13 days |
EQUITY (Details 1)
EQUITY (Details 1) - Company Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants, Number of Shares begnning | 3,059,068 | 71,625 |
Issued | 2,225,000 | 3,059,068 |
Exchanged | (71,625) | |
Warrants, Number of Shares ending | 5,284,068 | 3,059,068 |
Warrants, Weighted Average Exercise Price begnning | $ 0.52 | $ 0.41 |
Exchanged, Weighted Average Exercise Price | (0.41) | |
Warrants, Weighted Average Exercise Price ending | $ 0.80 | $ 0.52 |
Options, Weighted Average Remaining Life beginning | 5 years 29 days | 6 years 29 days |
Exchanged, Weighted average remaining life | 5 years 29 days |
EQUITY (Details 2)
EQUITY (Details 2) - Company Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants, Number of Shares begnning | 3,059,068 | 71,625 |
Issued | 2,225,000 | 3,059,068 |
Warrants, Number of Shares ending | 5,284,068 | 3,059,068 |
Warrants, Weighted Average Exercise Price begnning | $ 0.52 | $ 0.41 |
Issued in Period, Weighted Average Exercise Price | 1.20 | 0.52 |
Warrants, Weighted Average Exercise Price ending | $ 0.80 | $ 0.52 |
Options,Weighted Average Remaining Life beginning | 5 years 29 days | 6 years 29 days |
Issued, Weighted average remaining life | 4 years 11 months 19 days | 5 years 1 month 2 days |
Options,Weighted Average Remaining Life ending | 4 years 2 months 1 day | 5 years 29 days |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 5 Months Ended | 12 Months Ended | |||||||||
Apr. 05, 2022 | Nov. 30, 2022 | Nov. 15, 2022 | Oct. 31, 2022 | Aug. 31, 2022 | May 31, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 28, 2021 | |
Unvested options expense | $ 1,971,982 | |||||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | ||||||||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||||
Common stock returnable commitment shares | 80,000 | 80,000 | ||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||||||||
Issuances of shares for cash | $ 150,000 | |||||||||||
Shares Issued for Cash Shares | 600,000 | |||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||||
Shares of common Stock issued | 9,500 | 500,000 | 14,206 | |||||||||
Shares value of common Stock issued | $ 15,199 | $ 500,000 | $ 15,057 | |||||||||
Common stock, voting rights | 1:1 | 1:1 | ||||||||||
Vested, number of shares | 3,041,322 | |||||||||||
Developer fees received | 25% | |||||||||||
Warrant issued value | $ 119,383 | |||||||||||
Exercise price | $ 1.59 | |||||||||||
Warrants issued | 75,000 | |||||||||||
Options to purchase shares | 2,242,746 | |||||||||||
Risk free interest rate, maximum | 4.73% | |||||||||||
Risk free interest rate, minimum | 4.41% | |||||||||||
Expected volatility rate, minimum | 164% | |||||||||||
Expected volatility rate, maximum | 379% | |||||||||||
Correlate 2015 Equity Incentive Plan [Member] | ||||||||||||
Outstanding options | 71,625 | |||||||||||
Largest Shareholder [Member] | ||||||||||||
Warrant issued value | $ 25,000 | |||||||||||
Warrants purchase shares | 25,000 | |||||||||||
Three Director [Member] | ||||||||||||
Stock issued options | 750,000 | |||||||||||
Stock issued option, value | $ 1,123,000 | |||||||||||
Five NonExcecutive Agreement [Member] | ||||||||||||
Stock issued options | 395,000 | |||||||||||
Stock issued option, value | $ 473,000 | |||||||||||
Three Consulting Agreement [Member] | ||||||||||||
Stock issued options | 50,000 | 30,000 | ||||||||||
Stock issued option, value | $ 46,000 | $ 38,000 | ||||||||||
Common Class One [Member] | ||||||||||||
Common stock, shares authorized | 372,500,000 | |||||||||||
Common stock, par or stated value per share | $ 0.0001 | |||||||||||
Common stock, voting rights | 1:1 | |||||||||||
Non-Excecutive Agreement [Member] | ||||||||||||
Stock issued options | 1,000,000 | |||||||||||
Stock issued option, value | $ 469,000 | |||||||||||
Options [Member] | ||||||||||||
Risk free interest rate, maximum | 4.24% | |||||||||||
Risk free interest rate, minimum | 1.65% | |||||||||||
Expected volatility rate, minimum | 282% | |||||||||||
Risk free interest rate | 1.27% | |||||||||||
Expected volatility rate, maximum | 330% | |||||||||||
Expected volatility rate | 280% | |||||||||||
Options [Member] | Maximum [Member] | ||||||||||||
Fair value assumptions, expected term | 10 years | 10 years | ||||||||||
Options [Member] | Minimum [Member] | ||||||||||||
Fair value assumptions, expected term | 5 years | 5 years | ||||||||||
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 | |||||||||||
Employment Agreements [Member] | ||||||||||||
Options Issued | $ 1,000,000 | $ 2,000,000 | ||||||||||
Shares forfeiture | $ 868,000 | $ 938,000 | ||||||||||
Note Agreement [Member] | ||||||||||||
Warrant issued value | $ 1,005,000 | $ 1,958,000 | $ 344,000 | |||||||||
Warrants purchase shares | 705,000 | 300,000 | ||||||||||
Warrants issued | 2,700,000 | |||||||||||
Warrants [Member] | ||||||||||||
Risk free interest rate, maximum | 4.72% | |||||||||||
Risk free interest rate, minimum | 0.70% | |||||||||||
Expected volatility rate, minimum | 326% | |||||||||||
Expected volatility rate, maximum | 428% | |||||||||||
Warrants [Member] | Maximum [Member] | ||||||||||||
Fair value assumptions, expected term | 36 months | |||||||||||
Exercise price | $ 1.59 | |||||||||||
Warrants [Member] | Minimum [Member] | ||||||||||||
Fair value assumptions, expected term | 18 months | |||||||||||
Exercise price | $ 0.25 |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Customer A [Member] | Revenue [Member] | ||
Concentration Risk, Percentage | 44% | |
Customer E [Member] | Revenue [Member] | ||
Concentration Risk, Percentage | 18% | |
Customer F [Member] | Accounts Receivable [Member] | ||
Concentration Risk, Percentage | 39% | |
Customer C [Member] | Revenue [Member] | ||
Concentration Risk, Percentage | 12% | 50% |
Customer C [Member] | Accounts Receivable [Member] | ||
Concentration Risk, Percentage | 61% | |
Customer B [Member] | Revenue [Member] | ||
Concentration Risk, Percentage | 39% | |
Customer D [Member] | Revenue [Member] | ||
Concentration Risk, Percentage | 25% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 31, 2022 | |
Warrant issued, value | $ 119,383 | |||
Accounts payable | $ 1,069,743 | $ 819,413 | ||
Operating expenses | $ 5,924,840 | $ 84,944 | ||
Largest Shareholder [Member] | ||||
Warrant issued | 25,000 | |||
Warrant issued, value | $ 25,000 | |||
Note related value | $ 39,000 | |||
Common stock percentage held | 31% | 18% | ||
Advances payable | $ 62,500 | $ 62,500 | ||
Accounts payable | 73,000 | $ 50,000 | ||
Operating expenses | $ 23,000 | |||
Todd Michaels [Member] | ||||
Warrant issued | 50,000 | |||
Warrant issued, value | $ 50,000 | |||
Note related value | $ 75,000 | |||
Common stock percentage held | 10% | 10% | ||
Advances payable | $ 22,154 | $ 22,154 | ||
Three Percent Holder [Member] | ||||
Common stock percentage held | 5% | 5% | ||
Advances payable | $ 11,865 | $ 11,865 | ||
Elysian Fields Disposal [Member] | ||||
Accounts payable | 256,000 | 251,000 | ||
Operating expenses | 5,000 | |||
Michaels Consulting [Member] | ||||
Accounts payable | 344,000 | 364,000 | ||
Accounts payable consulting paid | 20,000 | |||
Consulting expenses | $ 60,000 | $ 60,000 | ||
P&C Ventures, Inc [Member] | ||||
Warrant issued | 2,700,000 | |||
Warrant issued, value | $ 1,485,000 | |||
CFO [Member] | ||||
Accrued bonus compensation | 115,000 | |||
Directors [Member] | ||||
Director compensation, value | $ 374,000 | |||
Director compensation, options | 250,000 | |||
CEO [Member] | ||||
Accrued bonus compensation | $ 150,000 |
FEDERAL INCOME TAX (Details)
FEDERAL INCOME TAX (Details) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
FEDERAL INCOME TAX | ||
Federal tax statutory rate | 21% | 21% |
Temporary differences | 5% | 0% |
Permanent differences | 6% | 1% |
Valuation Allowance | (20.00%) | (22.00%) |
Effective income tax rate | 0% | 0% |
FEDERAL INCOME TAX (Details 1)
FEDERAL INCOME TAX (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 1,589,000 | $ 232,000 |
Temporary differences | 217,000 | 0 |
Permanent differences | 0 | 7,000 |
Valuation allowance | (1,806,000) | (239,000) |
Net deferred tax assets | $ 0 | $ 0 |
FEDERAL INCOME TAX (Details Nar
FEDERAL INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
FEDERAL INCOME TAX | ||
Net deferred tax asset and valuation allowance increased | $ 1,567,000 | $ 20,000 |
Operating Loss Carryforwards | 5,538,567 | |
Operating loss carry forwards indefinitely period | $ 5,241,135 |
BUSINESS COMBINATIONS (Details)
BUSINESS COMBINATIONS (Details) | Dec. 28, 2021 USD ($) |
BUSINESS COMBINATION | |
Cash | $ 213,904 |
Accounts payable | (341,977) |
Accrued expenses | (13,965) |
Shareholder advances | $ (62,500) |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details 1) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 28, 2021 | Oct. 03, 2014 |
Goodwill | $ 762,851 | $ 762,851 | ||
Accounts payable | (1,069,743) | (819,413) | ||
Accrued expenses | (1,285,898) | (58,345) | ||
Line of credit | $ (30,000) | $ (30,000) | $ (30,000) | |
Loyal Exchange [Member] | ||||
Cash | $ 3,555 | |||
Accounts receivable | 15,932 | |||
Intangible assets - trademark/trade name | 139,700 | |||
Intangible assets - customer relationships | 233,800 | |||
Intangible assets - developed technology | 27,750 | |||
Goodwill | 762,851 | |||
Accounts payable | (5,333) | |||
Accrued expenses | (28,079) | |||
Line of credit | (30,000) | |||
Notes payable | (20,400) | |||
Net assets acquired | $ 1,099,776 |
BUSINESS COMBINATIONS (Detail_2
BUSINESS COMBINATIONS (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 28, 2021 | |
Fair Value | $ 401,250 | |
2022 | 60,640 | |
2023 | 60,630 | |
2024 | 46,760 | |
2025 | 46,760 | |
2026 | 46,760 | |
Total | 261,550 | |
Developed Technology [Member] | ||
Fair Value | 27,750 | |
2022 | 13,880 | |
2023 | 13,870 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Total | 27,750 | |
Useful Life | 2 years | |
Trademark/trade name [Member] | ||
Fair Value | 139,700 | |
Useful Life | Indefinite | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
Total | 0 | |
Customer Relationships [Member] | ||
Fair Value | 233,800 | |
2022 | 46,760 | |
2023 | 46,760 | |
2024 | 46,760 | |
2025 | 46,760 | |
2026 | 46,760 | |
Total | $ 233,800 | |
Useful Life | 5 years |
BUSINESS COMBINATIONS (Detail_3
BUSINESS COMBINATIONS (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total revenues | $ 3,403,648 | $ 98,446 |
Net loss | $ (7,162,908) | (90,249) |
Pro Forma Financial Information [Member] | ||
Total revenues | 316,389 | |
Net loss | $ (131,540) |
BUSINESS COMBINATION (Details N
BUSINESS COMBINATION (Details Narrative) | Dec. 28, 2021 USD ($) shares |
Equity Issued in Business Combination, Fair Value Disclosure | $ | $ 1,099,776 |
Loyal Exchange Agreement [Member] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 2,339,920 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 12 Months Ended | |||
Jan. 11, 2023 | Mar. 31, 2023 | Jan. 31, 2023 | Mar. 27, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Exercisable price per shar | $ 1.06 | |||||
Proceeds from Issuance of Common Stock | $ 150,000 | $ 0 | ||||
Options to purchase shares | 2,242,746 | |||||
Four Noteholders [Member] | ||||||
Accrued interest | $ 7,589 | |||||
Common share issued | 5,655 | |||||
P C Ventures [Member] | ||||||
Exercisable price per shar | $ 0.85 | |||||
Proceeds from Issuance of Common Stock | $ 150,000 | |||||
Accrued and unpaid interest | $ 78,929 | |||||
Note payable balance | $ 1,563,929 | |||||
Interest rate | 14% | |||||
Warrants to purchase shares | 3,127,858 | |||||
Warrants vested, value | $ 3,309,045 | |||||
Subsequent Event [Member] | ||||||
Exercisable price per shar | $ 0.99 | |||||
Share issued for services | 17,045 | 4,245 | ||||
Share issued for services, value | $ 15,000 | $ 4,500 | ||||
Option value | $ 448,950 | |||||
Options to purchase shares | 500,000 | |||||
Subsequent Event [Member] | CEO [Member] | ||||||
Note payable balance | $ 100,000 | |||||
Warrants to purchase shares | 200,000 | |||||
Share issued value | $ 209,180 | |||||
Subsequent Event [Member] | 14% Convertible Note Payable [Member] | ||||||
Exercisable price per shar | $ 0.85 | |||||
Warrants to purchase shares | 3,449,950 | |||||
Warrants vested, value | $ 3,422,942 | |||||
Proceeds from convertible note payable | $ 1,724,975 |