Correlate Infrastructure Partners (CIPI) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 15, 2023
Cover [Abstract]
Entity Registrant Name	CORRELATE INFRASTRUCTURE PARTNERS INC.
Entity Central Index Key	0001108645
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Mar. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		35,350,571
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-55825
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	84-4250492
Entity Interactive Data Current	Yes
Entity Address 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

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 741,405	$ 96,308
Contract assets	342,649	684,185
Prepaid expenses and other current assets	564,783	395,953
Total current assets	1,648,837	1,176,446
Property and equipment
Property and equipment, net	3,604	4,004
Total property and equipment	3,604	4,004
Other assets
Intangible assets - customer relationships, net	175,350	187,040
Intangible assets - developed technology, net	10,400	13,870
Intangible assets - development rights, net	102,796	112,744
Goodwill	762,851	762,851
Total other assets	1,051,397	1,076,505
Total assets	2,703,838	2,256,955
Current liabilities
Accounts payable	1,049,872	1,069,743
Accrued expenses	963,579	1,285,898
Shareholder advances	96,519	96,519
Line of credit	30,000	30,000
Notes payable, current portion, net of discount	932,664	1,513,546
Convertible notes payable, current portion, net of discount	126,888	0
Derivative liability	5,357,570	722,328
Total current liabilities	8,557,092	4,718,034
Notes payable, net of current portion and discount	31,251	344,595
Total liabilities	8,588,343	5,062,629
Stockholders' equity (deficit)
Preferred stock $.0001 par value; authorized 50,000,000 shares with -0- issued and outstanding at March 31, 2023 and December 31, 2022, respectively	0	0
Common stock $0.0001 par value; authorized 400,000,000 shares with 35,350,571 and 35,323,626 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	3,535	3,532
Additional paid-in capital	5,790,739	5,459,220
Accumulated deficit	(11,678,779)	(8,268,426)
Total stockholders' equity (deficit)	(5,884,505)	(2,805,674)
Total liabilities and stockholders' equity (deficit)	$ 2,703,838	$ 2,256,955

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
CONDENSED CONSOLIDATED BALANCE SHEETS
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	35,350,571	35,323,626
Common Stock, Shares, Outstanding	35,350,571	35,323,626

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Revenues	$ 50,734	$ 68,408
Cost of revenues	45,859	69,114
Gross profit (loss)	4,875	(706)
Operating expenses
General and administrative	1,023,930	546,234
Insurance	2,230	1,171
Legal and professional	120,225	182,008
Travel	36,255	28,955
Depreciation and amortization	25,508	15,160
Total operating expenses	1,208,148	773,528
Loss from operations	(1,203,273)	(774,234)
Other income (expense)
Interest expense	(97,353)	(32,741)
Amortization of debt discount	(788,282)	(166,485)
Financing costs	(3,808,565)	0
Change in fair value of derivative liability	2,487,120	0
Total other income (expense)	(2,207,080)	(199,226)
Net loss	$ (3,410,353)	$ (973,460)
Loss per share	$ (0.10)	$ (0.03)
Weighted average shares outstanding - basic	35,332,384	35,159,920

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) - USD ($)	Total	Common Class B [Member]	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Common Class A [Member]
Balance, shares at Dec. 31, 2021						34,639,920
Balance, amount at Dec. 31, 2021	$ 432,420	$ 0	$ 0	$ 1,534,474	$ (1,105,518)	$ 3,464
Issuance of warrants in connection with debt	799,128	0	0	799,128	0	0
Stock-based compensation	150,504	0	0	150,504	0	$ 0
Issuance of shares for cash, shares						600,000
Issuance of shares for cash, amount	150,000	0	0	149,940	0	$ 60
Net loss	(973,460)	0	0	0	(973,460)	$ 0
Settlement of derivative liability	0
Balance, shares at Mar. 31, 2022						35,239,920
Balance, amount at Mar. 31, 2022	558,592	0	$ 0	2,634,046	(2,078,978)	$ 3,524
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
Stock-based compensation	253,851	0	0	253,851	0	0
Net loss	(3,410,353)	0	$ 0	0	(3,410,353)	0
Issuance of shares for services, shares			17,045
Issuance of shares for services, amount	15,000	0	$ 2	14,998	0	0
Issuance of shares for financing costs, shares			4,245
Issuance of shares for financing costs, amount	4,500	0	$ 0	4,500	0	0
Issuance of shares for the payment of accrued interest, shares			5,655
Issuance of shares for the payment of accrued interest, amount	7,589	0	$ 1	7,588	0	0
Settlement of derivative liability	50,582	$ 0	$ 0	50,582	0	0
Balance, shares at Mar. 31, 2023			35,350,571
Balance, amount at Mar. 31, 2023	$ (5,884,505)		$ 3,535	$ 5,790,739	$ (11,678,779)	$ 0

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities
Net loss	$ (3,410,353)	$ (973,460)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	25,508	15,160
Amortization of debt discount	788,282	166,485
Stock issued for services	15,000	0
Stock-based compensation	253,851	150,504
Financing costs	3,808,565	0
Change in fair value of derivative liability	(2,487,120)	0
Changes in operating assets and liabilities:
Accounts receivable	0	(51,180)
Contract assets	341,536	0
Prepaid expenses and other current assets	(168,830)	(11,000)
Accounts payable	(19,871)	(75,080)
Accrued expenses	(235,801)	46,919
Net cash used in operating activities	(1,089,233)	(731,652)
Investing activities
Net cash provided by investing activities	0	0
Financing activities
Proceeds from issuance of notes payable	0	1,350,000
Proceeds from issuance of convertible notes payable	1,804,950	0
Repayment of notes payable	(70,620)	0
Proceeds from issuance of common stock	0	150,000
Net cash provided by financing activities	1,734,330	1,500,000
Net increase in cash	645,097	768,348
Cash - beginning of period	96,308	252,189
Cash - end of period	741,405	1,020,537
Cash paid for income taxes	0	0
Cash paid for interest	70,274	0
Supplemental schedule of non-cash investing and financing activities
Discount on note payable from issuance of warrants	0	799,128
Discount on notes payable from derivative liability	1,563,929	0
Discount on convertible notes payable from derivative liability	1,804,950	0
Shares issued for settlement of accrued interest	7,589	0
Accrued interest settled through note payable	78,929	0
Settlement of derivative liability	$ 50,582	$ 0

NATURE OF THE ORGANIZATION AND

NATURE OF THE ORGANIZATION AND BUSINESS	3 Months Ended
	Mar. 31, 2023
NATURE OF THE ORGANIZATION AND BUSINESS
NATURE OF THE ORGANIZATION AND BUSINESS	NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS Nature of the Business The accompanying condensed consolidated financial statements include the accounts of the Company, and its subsidiaries Correlate, Inc. (“Correlate”), a Delaware corporation, and Loyal Enterprises LLC dba Solar Site Design (“Loyal”), a Tennessee limited liability company. Correlate 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 condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and has not generated positive cash flows from operations. These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern. The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plans with respect to operations include aggressive marketing, acquisitions, and raising additional capital through sales of equity or debt securities as may be necessary to pursue its business plans and sustain operations until such time as the Company can achieve profitability. Management believes that aggressive marketing combined with acquisitions and additional financing as necessary will result in improved operations and cash flow in 2023 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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 March 31, 2023 and December 31, 2022. The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors’ interest and non-interest-bearing accounts. At March 31, 2023, approximately $280,000 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. As of March 31, 2023 and December 31, 2022, the Company’s allowance for doubtful accounts was $90,189. Intangible Assets Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Impairment Assessment The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset's carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. Revenue Recognition The Company accounts for revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers. A performance obligation is a promise in a contract to transfer a distinct good or service to the client and is the unit of accounting in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the relative standalone selling price. Determining relative standalone selling price and identifying separate performance obligations requires judgment. Contract modifications may occur in the performance of the Company’s contracts. Contracts may be modified to account for changes in the contract specifications, requirements or duration. If a contract modification results in the addition of performance obligations priced at a standalone selling price or if the post-modification services are distinct from the services provided prior to the modification, the modification is accounted for separately. If the modified services are not distinct, they are accounted for as part of the existing contract. The Company’s revenues are derived from contracts for engineering, procurement and construction services (“EPC”) and consulting. These contracts may have different terms based on the scope, performance obligations and complexity of the engagement, which may require us to make judgments and estimates in recognizing revenues. The Company’s performance obligations are satisfied as work progresses or at a point in time (for defined milestones). The selection of the method to measure progress towards completion requires judgment and is based on the contract and the nature of the services to be provided. The Company’s contracts for consulting services are typically less than a year in duration and require us to a) assist the client in achieving certain defined milestones for milestone fees or b) provide a series of distinct services each period over the contract term for a pre-determined fee for each period. When contractual billings represent an amount that corresponds directly with the value provided to the client, revenues are recognized as amounts become billable in accordance with contract terms. The Company’s contracts for EPC services are typically less than a year in duration and require us to a) provide engineering services, b) obtain materials, and c) install materials to agreed-upon specifications. The Company recognizes revenues for engineering services as the services are provided. Revenues for materials are recognized as materials are transferred to the client. Installation results in enhancements to customer-controlled assets and therefore installation revenues are recognized over time utilizing the input method wherein revenues are recognized on the basis of efforts or inputs to the satisfaction of the performance obligation. Financial Instruments The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in the accompanying condensed consolidated balance sheets approximates fair value. Fair Value Measurement ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our condensed consolidated balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair values, but GAAP provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our condensed consolidated balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.” Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s condensed consolidated balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred. Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The Company did not have any Level 1 or Level 2 assets and liabilities at March 31, 2023 or December 31, 2022. The Derivative liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the three months ended March 31, 2023: Balance – December 31, 2022 $ 722,328 Additions 7,172,944 Settlement (50,582 ) Change in fair value (2,487,120 ) Balance – March 31, 2023 $ 5,357,570 Under the Company’s contract ordering policy, the Company first considers common shares issued and outstanding as well as reserved but unissued equity awards, such as under an equity award program. All remaining equity linked instruments such as, but not limited to, options, warrants, and debt and equity with conversion features are evaluated based on the date of issuance. If the number of shares which may be issued under the Company’s agreements exceed the authorized number of shares or are unable to be determined, equity linked instruments from that date forward are considered to be derivative liabilities until such time as the number of shares which may be issued under the Company’s agreements no longer exceed the authorized number of shares and are able to be determined. On November 7, 2022 and December 21, 2022, the Company issued note payable agreements which contain default provisions that contain a conversion feature meeting the definition of a derivative liability which therefore require bifurcation. Further, pursuant to the Company’s contract ordering policy, the warrant and convertible note issuances subsequent to November 7, 2022, resulted in derivative liabilities. At December 31, 2022, the Company estimated the fair value of the conversion feature derivatives embedded in the notes payable and warrants based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $1.06; risk-free interest rates ranging from 4.41% to 4.73%; expected volatility of the Company’s common stock ranging from 164% to 379%; exercise prices of $1.00; and terms from one to two years. At March 31, 2023, the Company estimated the fair value of the conversion feature derivatives embedded in the notes payable, convertible notes payable and warrants based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $0.70; risk-free interest rates ranging from 3.60% to 4.94%; expected volatility of the Company’s common stock ranging from 97% to 305%; exercise prices ranging from $0.46 to $3.20; and terms ranging from six months to five years. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probable that a liability has been incurred and the amount can be reasonably 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 March 31, 2023 and 2022, as follows. March 31, March 31, 2023 2022 Options 5,784,068 3,059,068 Warrants 10,517,758 2,700,000 Notes payable 877,897 - Convertible notes payable 564,048 - 17,743,771 5,759,068 Recently Issued Accounting Standards During the period ended March 31, 2023, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2023
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.

DEBT

DEBT	3 Months Ended
	Mar. 31, 2023
DEBT
DEBT	NOTE 4 – DEBT Convertible Notes Payable From January 24, 2023 to March 30, 2023, the Company entered into eight 14% convertible note payable agreements with proceeds totaling $1,804,950. The convertible notes, which have identical terms, require quarterly interest payments with the principal due at maturity eighteen months from issuances and are convertible at $3.20 per share of common stock. The conversion features were valued at $358,176 and recorded as a derivative liability pursuant to the Company’s contract ordering policy. In connection with the convertible notes, the Company issued a total of 3,609,900 warrants to purchase shares of common stock exercisable at $0.85 per share. The warrants, which were immediately vested, were valued at $3,505,723 and recorded as a derivative liability pursuant to the Company’s contract ordering policy. As a result of the derivative liabilities, the Company recorded additional debt discounts totaling $3,505,723. Included in the eight convertible notes payable is a 14% convertible note payable agreement with proceeds totaling $100,000 with the Company’s CEO issued on January 24, 2023. The convertible note requires quarterly interest payments with the principal due at maturity eighteen months from issuance and is convertible at $3.20 per share of common stock. The conversion feature was valued at $22,569 and recorded as a derivative liability pursuant to the Company’s contract ordering policy. In connection with the convertible note, the Company issued 200,000 warrants to purchase shares of common stock exercisable at $0.85 per share. The warrants, which were immediately vested, were valued at $209,180 and recorded as a derivative liability pursuant to the Company’s contract ordering policy. As a result of the derivative liabilities, the Company recorded a debt discount totaling $100,000. The following table presents a summary of the Company’s convertible notes payable at March 31, 2023: Balances - At Issuance Balances - 3/31/2023 Origination Maturity Interest Conversion Rate Principal Discount Principal Discount 1/24/2023 7/24/2024 14 % $3.20/Share $ 100,000 $ 100,000 $ 100,000 $ 87,888 1/25/2023 7/25/2024 14 % $3.20/Share 74,975 74,975 74,975 66,145 1/30/2023 7/30/2024 14 % $3.20/Share 100,000 100,000 100,000 88,888 2/17/2023 8/17/2024 14 % $3.20/Share 1,000,000 1,000,000 1,000,000 916,666 3/7/2023 9/7/2024 14 % $3.20/Share 100,000 100,000 100,000 96,000 3/14/2023 9/10/2024 14 % $3.20/Share 250,000 250,000 250,000 243,000 3/27/2023 9/27/2024 14 % $3.20/Share 100,000 100,000 100,000 99,500 3/30/2023 9/30/2024 14 % $3.20/Share 79,975 79,975 79,975 79,975 $ 1,804,950 $ 1,678,062 Notes Payable On May 29, 2020, Loyal received a $20,400 Economic Injury Disaster Loan through the Small Business Administration. The note bears interest at 3.75% until maturity in March 2050. The note requires $100 monthly payments beginning in May 2022 until maturity. On January 11, 2022, the Company entered into a 10% note agreement with P&C Ventures, Inc. totaling $1,485,000, including an original issuance discount of $135,000. The note requires quarterly interest payments with the principal due at maturity on January 11, 2023. On January 11, 2023, the Company and P&C Ventures, Inc. agreed to amend the January 11, 2022, note payable. The Company accounted for the amendment as an extinguishment of existing debt and issuance of new debt pursuant to ASC 470-50-40. As part of the agreement, $78,929 in accrued and unpaid interest was added to the principal balance, bringing the total principal balance of the note payable to $1,563,929. Additionally, the interest rate and maturity date were amended to 14% and October 11, 2023, respectively. In connection with the 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 pursuant to the Company’s contract ordering policy and resulted in additional debt discounts totaling $1,563,929. The following table presents a summary of the Company’s notes payable at March 31, 2023: Balances - At Issuance Balances - 3/31/2023 Origination Maturity Interest Principal Discount Principal Discount 5/29/2020 3/31/2050 4 % $ 20,400 $ - $ 20,400 $ - 7/29/2022 1/29/2024 10 % 50,000 29,664 50,000 16,480 8/11/2022 2/11/2024 10 % 150,000 88,247 150,000 51,476 8/15/2022 2/15/2024 10 % 50,000 29,513 50,000 17,213 8/31/2022 2/28/2024 10 % 80,000 45,827 80,000 28,005 9/1/2022 3/1/2024 10 % 50,000 29,922 50,000 18,288 9/7/2022 3/7/2024 10 % 50,000 29,922 50,000 18,288 9/12/2022 3/12/2024 10 % 50,000 30,316 50,000 19,370 9/29/2022 3/29/2024 10 % 100,000 59,839 100,000 39,893 11/7/2022 11/7/2023 7 % 200,000 220,000 188,320 137,497 11/9/2022 5/9/2024 10 % 25,000 25,000 25,000 18,750 11/15/2022 5/15/2024 10 % 100,000 100,000 100,000 74,999 12/21/2022 12/21/2023 7 % 200,000 220,000 211,860 155,831 1/11/2023 10/11/2023 14 % 1,563,929 1,563,929 1,563,929 1,129,504 $ 2,689,509 $ 1,725,594 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 Principal Discount Principal Discount 5/29/2020 3/31/2050 4 % $ 20,400 $ - $ 20,400 $ - 1/11/2022 1/11/2023 10 % 1,350,000 934,128 1,485,000 38,922 7/29/2022 1/29/2024 10 % 50,000 29,664 50,000 21,424 8/11/2022 2/11/2024 10 % 150,000 88,247 150,000 66,185 8/15/2022 2/15/2024 10 % 50,000 29,513 50,000 22,133 8/31/2022 2/28/2024 10 % 80,000 45,827 80,000 35,643 9/1/2022 3/1/2024 10 % 50,000 29,922 50,000 23,274 9/7/2022 3/7/2024 10 % 50,000 29,922 50,000 23,274 9/12/2022 3/12/2024 10 % 50,000 30,316 50,000 24,422 9/29/2022 3/29/2024 10 % 100,000 59,839 100,000 49,866 11/7/2022 11/7/2023 7 % 200,000 220,000 235,400 192,499 11/9/2022 5/9/2024 10 % 25,000 25,000 25,000 22,917 11/15/2022 5/15/2024 10 % 100,000 100,000 100,000 91,667 12/21/2022 12/21/2023 7 % 200,000 220,000 235,400 210,833 $ 2,681,200 $ 823,059 Line of Credit On October 3, 2014, 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 March 31, 2023 and December 31, 2022, the outstanding principal and accrued interest totaled $30,200 and $42,130, respectively. Future Maturities The table below summarizes future maturities of the Company’s debt as of March 31, 2023: December 31, Amount 2023 $ 1,994,109 2024 2,509,950 2025 - 2026 - 2027 - Thereafter 20,400 4,524,459 Less - Discounts (3,403,656 ) $ 1,120,803

EQUITY

EQUITY	3 Months Ended
	Mar. 31, 2023
EQUITY
EQUITY	NOTE 5 – EQUITY Common Stock During January 2023, the Company issued 4,245 shares of common stock valued at $4,500 for financing costs. During March 2023, the Company issued 17,045 shares of common stock valued at $15,000 for services. During January 2023, the Company paid $7,589 in accrued interest due to four noteholders by issuing 5,655 shares of common stock. Warrants During the period ended March 31, 2023, the Company calculated the fair value of the warrants granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rates ranging from 3.66% to 5.00%; volatility ranging from 278% to 346% based on the historical volatility of the Company’s common stock; exercise prices of $0.85; and terms of 24 to 60 months. On January 11, 2023, the Company issued 3,127,858 warrants valued at $3,309,000 as part of a note agreement amendment (Note 4). From January 24, 2023 to March 30, 2023, the Company issued warrants to purchase 3,609,900 shares of common stock valued at approximately $3,506,000 as part of note agreements (Note 4). Included in these warrants is a warrant to purchase 200,000 shares of common stock which was issued to the Company’s CEO. The table below summarizes the Company’s warrants for the period ended March 31, 2023: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Warrants as of December 31, 2022 3,780,000 $ 0.48 0.87 Issued 6,737,758 $ 0.85 3.39 Exercised - $ - - Warrants as of March 31, 2023 10,517,758 $ 0.72 2.30 Options During the period ended March 31, 2023, the Company calculated the fair value of the options granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rate of 4.27%; volatility of 277% based on the historical volatility of the Company’s common stock; exercise price of $0.99; and terms of 5 years. The fair value of options granted is expensed as vesting occurs over the applicable service periods. During March 2023, the Company issued 500,000 options to purchase shares of common stock exercisable at $0.99 per share. The options, which were issued as part of a services agreement, vest over 36 months and were valued at $448,950. The following table summarizes the Company’s options for the period ended March 31, 2023: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of December 31, 2022 5,284,068 $ 0.80 4.17 Issued 500,000 $ 0.99 5.00 Exercised - $ - - Options as of March 31, 2023 5,784,068 $ 0.82 4.01 At March 31, 2023, options to purchase 2,630,803 shares of common stock were vested and options to purchase 3,153,265 shares of common stock remained unvested. The Company expects to incur expenses for the unvested options totaling $2,167,081 as they vest.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6 – RELATED PARTY TRANSACTIONS Shareholder Advances and Payables At March 31, 2023 and December 31, 2022, the Company had advances payable of $22,154, respectively, due to the Company’s President and CEO, Mr. Todd Michaels. Mr. Michaels is also a member of the Company’s Board of Directors and holds approximately 10% of the Company’s common stock. At March 31, 2023 and December 31, 2022, the Company had advances payable of $11,865, respectively, due to an individual who holds less than 5% of the Company’s common stock. At March 31, 2023 and December 31, 2022, the Company had advances payable of $62,500 due to an individual who is the Company’s largest shareholder. At March 31, 2023, this individual held approximately 31% of the Company’s common stock. At March 31, 2023 and December 31, 2022, the Company had accounts payable of $259,000 and $256,000, respectively, due to Elysian Fields Disposal, LLC, an entity owned by the Company’s largest shareholder. The Company incurred $3,000 of operating expenses with the entity during the period ended March 31, 2023. At March 31, 2023 and December 31, 2022, the Company had accounts payable of $73,000, respectively, due to Loutex Production Company, an entity owned by the Company’s largest shareholder. At March 31, 2023, the Company had accounts payable of $20,000 due to P&C Ventures, Inc. The Company incurred $20,000 of operating expenses with P&C Ventures Inc. during the period ended March 31, 2023. Mr. Cory Hunt, who was named a director of the Company on December 28, 2021, is an owner and officer of P&C Ventures, Inc. Michaels Consulting At March 31, 2023 and December 31, 2022, the Company had accounts payable of $344,000, respectively, due to Michaels Consulting, an entity owned by the wife of Mr. Michaels. Notes Payable During January 2023, the Company amended the January 2022 note agreement with P&C Ventures, Inc. and issued warrants related to the amendment, as disclosed in Note 4. Convertible Notes Payable During January 2023, the Company entered into a convertible note agreement with Mr. Michaels totaling $100,000 and issued 200,000 warrants, valued at approximately $209,000, related to the note, as disclosed in Note 4. Accrued Bonus At March 31, 2023, the Company accrued bonus compensation for its CEO and CFO of approximately $150,000 and $115,000, respectively. The accrued bonus compensation was unchanged from December 31, 2022.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 7 – SUBSEQUENT EVENTS From April to May 2023, the Company entered into four 14% convertible note payable agreements with proceeds totaling $700,000. The convertible notes, which have identical terms, require quarterly interest payments with the principal due at maturity eighteen months from issuances and are convertible at $3.20 per share of common stock. The conversion features were valued at $93,549 and recorded as a derivative liability pursuant to the Company’s contract ordering policy. In connection with the convertible notes, the Company issued a total of 1,400,000 warrants to purchase shares of common stock exercisable at $0.85 per share. The warrants, which were immediately vested, were valued at $932,739 and recorded as a derivative liability pursuant to the Company’s contract ordering policy. As a result of the derivative liabilities, the Company recorded additional debt discounts totaling $700,000. From April to May 2023, the Company issued 150,000 options to purchase shares of common stock exercisable at prices ranging from $0.54 to $0.572 per share. The options, which vest over 36 months, were valued at $105,796. During April 2023, the Company entered into a consulting agreement. Pursuant to the consulting agreement, the Company issued 500,000 shares of common stock valued at $425,000. 125,000 shares vested immediately, with the remaining 375,000 shares vested over 24 months. During April 2023, the Company paid $6,995 in accrued interest due to four noteholders by issuing 7,661 shares of common stock. Included in these shares were 1,350 shares issued to the wife of the Company’s CEO and 2,815 shares issued to the Company’s CEO. During April 2023, the Company issued 58,496 warrants to purchase shares of common stock exercisable at $0.85 per share for two years. The warrants, which were immediately vested, were valued at $47,858.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation	The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.
Use of Estimates	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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 March 31, 2023 and December 31, 2022. The Company maintains its cash balances at financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC provides coverage of up to $250,000 per depositor, per financial institution, for the aggregate total of depositors’ interest and non-interest-bearing accounts. At March 31, 2023, approximately $280,000 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. As of March 31, 2023 and December 31, 2022, the Company’s allowance for doubtful accounts was $90,189.
Intangible Assets	Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
Impairment Assessment	The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset's carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable.
Revenue Recognition	The Company accounts for revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers. A performance obligation is a promise in a contract to transfer a distinct good or service to the client and is the unit of accounting in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the relative standalone selling price. Determining relative standalone selling price and identifying separate performance obligations requires judgment. Contract modifications may occur in the performance of the Company’s contracts. Contracts may be modified to account for changes in the contract specifications, requirements or duration. If a contract modification results in the addition of performance obligations priced at a standalone selling price or if the post-modification services are distinct from the services provided prior to the modification, the modification is accounted for separately. If the modified services are not distinct, they are accounted for as part of the existing contract. The Company’s revenues are derived from contracts for engineering, procurement and construction services (“EPC”) and consulting. These contracts may have different terms based on the scope, performance obligations and complexity of the engagement, which may require us to make judgments and estimates in recognizing revenues. The Company’s performance obligations are satisfied as work progresses or at a point in time (for defined milestones). The selection of the method to measure progress towards completion requires judgment and is based on the contract and the nature of the services to be provided. The Company’s contracts for consulting services are typically less than a year in duration and require us to a) assist the client in achieving certain defined milestones for milestone fees or b) provide a series of distinct services each period over the contract term for a pre-determined fee for each period. When contractual billings represent an amount that corresponds directly with the value provided to the client, revenues are recognized as amounts become billable in accordance with contract terms. The Company’s contracts for EPC services are typically less than a year in duration and require us to a) provide engineering services, b) obtain materials, and c) install materials to agreed-upon specifications. The Company recognizes revenues for engineering services as the services are provided. Revenues for materials are recognized as materials are transferred to the client. Installation results in enhancements to customer-controlled assets and therefore installation revenues are recognized over time utilizing the input method wherein revenues are recognized on the basis of efforts or inputs to the satisfaction of the performance obligation.
Financial Instruments	The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in the accompanying condensed consolidated balance sheets approximates fair value.
Fair Value Measurement	ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our condensed consolidated balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair values, but GAAP provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our condensed consolidated balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.” Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s condensed consolidated balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred. Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; Level 2 – Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The Company did not have any Level 1 or Level 2 assets and liabilities at March 31, 2023 or December 31, 2022. The Derivative liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the three months ended March 31, 2023: Balance – December 31, 2022 $ 722,328 Additions 7,172,944 Settlement (50,582 ) Change in fair value (2,487,120 ) Balance – March 31, 2023 $ 5,357,570 Under the Company’s contract ordering policy, the Company first considers common shares issued and outstanding as well as reserved but unissued equity awards, such as under an equity award program. All remaining equity linked instruments such as, but not limited to, options, warrants, and debt and equity with conversion features are evaluated based on the date of issuance. If the number of shares which may be issued under the Company’s agreements exceed the authorized number of shares or are unable to be determined, equity linked instruments from that date forward are considered to be derivative liabilities until such time as the number of shares which may be issued under the Company’s agreements no longer exceed the authorized number of shares and are able to be determined. On November 7, 2022 and December 21, 2022, the Company issued note payable agreements which contain default provisions that contain a conversion feature meeting the definition of a derivative liability which therefore require bifurcation. Further, pursuant to the Company’s contract ordering policy, the warrant and convertible note issuances subsequent to November 7, 2022, resulted in derivative liabilities. At December 31, 2022, the Company estimated the fair value of the conversion feature derivatives embedded in the notes payable and warrants based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $1.06; risk-free interest rates ranging from 4.41% to 4.73%; expected volatility of the Company’s common stock ranging from 164% to 379%; exercise prices of $1.00; and terms from one to two years. At March 31, 2023, the Company estimated the fair value of the conversion feature derivatives embedded in the notes payable, convertible notes payable and warrants based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $0.70; risk-free interest rates ranging from 3.60% to 4.94%; expected volatility of the Company’s common stock ranging from 97% to 305%; exercise prices ranging from $0.46 to $3.20; and terms ranging from six months to five years.
Commitments and Contingencies	Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probable that a liability has been incurred and the amount can be reasonably 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 March 31, 2023 and 2022, as follows. March 31, March 31, 2023 2022 Options 5,784,068 3,059,068 Warrants 10,517,758 2,700,000 Notes payable 877,897 - Convertible notes payable 564,048 - 17,743,771 5,759,068
Going Concern	The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and has not generated positive cash flows from operations. These matters, among others, raise substantial doubt about the Company's ability to continue as a going concern. The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plans with respect to operations include aggressive marketing, acquisitions, and raising additional capital through sales of equity or debt securities as may be necessary to pursue its business plans and sustain operations until such time as the Company can achieve profitability. Management believes that aggressive marketing combined with acquisitions and additional financing as necessary will result in improved operations and cash flow in 2023 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Recently Issued Accounting Standards	During the period ended March 31, 2023, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair Value Measurement	Balance – December 31, 2022 $ 722,328 Additions 7,172,944 Settlement (50,582 ) Change in fair value (2,487,120 ) Balance – March 31, 2023 $ 5,357,570
potential additional dilutive securities outstanding	March 31, March 31, 2023 2022 Options 5,784,068 3,059,068 Warrants 10,517,758 2,700,000 Notes payable 877,897 - Convertible notes payable 564,048 - 17,743,771 5,759,068

DEBT (Tables)

DEBT (Tables)	3 Months Ended
	Mar. 31, 2023
DEBT
summary of the Company's convertible notes payable	Balances - At Issuance Balances - 3/31/2023 Origination Maturity Interest Conversion Rate Principal Discount Principal Discount 1/24/2023 7/24/2024 14 % $3.20/Share $ 100,000 $ 100,000 $ 100,000 $ 87,888 1/25/2023 7/25/2024 14 % $3.20/Share 74,975 74,975 74,975 66,145 1/30/2023 7/30/2024 14 % $3.20/Share 100,000 100,000 100,000 88,888 2/17/2023 8/17/2024 14 % $3.20/Share 1,000,000 1,000,000 1,000,000 916,666 3/7/2023 9/7/2024 14 % $3.20/Share 100,000 100,000 100,000 96,000 3/14/2023 9/10/2024 14 % $3.20/Share 250,000 250,000 250,000 243,000 3/27/2023 9/27/2024 14 % $3.20/Share 100,000 100,000 100,000 99,500 3/30/2023 9/30/2024 14 % $3.20/Share 79,975 79,975 79,975 79,975 $ 1,804,950 $ 1,678,062
summary of the Company's notes payable	Balances - At Issuance Balances - 3/31/2023 Origination Maturity Interest Principal Discount Principal Discount 5/29/2020 3/31/2050 4 % $ 20,400 $ - $ 20,400 $ - 7/29/2022 1/29/2024 10 % 50,000 29,664 50,000 16,480 8/11/2022 2/11/2024 10 % 150,000 88,247 150,000 51,476 8/15/2022 2/15/2024 10 % 50,000 29,513 50,000 17,213 8/31/2022 2/28/2024 10 % 80,000 45,827 80,000 28,005 9/1/2022 3/1/2024 10 % 50,000 29,922 50,000 18,288 9/7/2022 3/7/2024 10 % 50,000 29,922 50,000 18,288 9/12/2022 3/12/2024 10 % 50,000 30,316 50,000 19,370 9/29/2022 3/29/2024 10 % 100,000 59,839 100,000 39,893 11/7/2022 11/7/2023 7 % 200,000 220,000 188,320 137,497 11/9/2022 5/9/2024 10 % 25,000 25,000 25,000 18,750 11/15/2022 5/15/2024 10 % 100,000 100,000 100,000 74,999 12/21/2022 12/21/2023 7 % 200,000 220,000 211,860 155,831 1/11/2023 10/11/2023 14 % 1,563,929 1,563,929 1,563,929 1,129,504 $ 2,689,509 $ 1,725,594 Balances - At Issuance Balances - 12/31/2022 Origination Maturity Interest Principal Discount Principal Discount 5/29/2020 3/31/2050 4 % $ 20,400 $ - $ 20,400 $ - 1/11/2022 1/11/2023 10 % 1,350,000 934,128 1,485,000 38,922 7/29/2022 1/29/2024 10 % 50,000 29,664 50,000 21,424 8/11/2022 2/11/2024 10 % 150,000 88,247 150,000 66,185 8/15/2022 2/15/2024 10 % 50,000 29,513 50,000 22,133 8/31/2022 2/28/2024 10 % 80,000 45,827 80,000 35,643 9/1/2022 3/1/2024 10 % 50,000 29,922 50,000 23,274 9/7/2022 3/7/2024 10 % 50,000 29,922 50,000 23,274 9/12/2022 3/12/2024 10 % 50,000 30,316 50,000 24,422 9/29/2022 3/29/2024 10 % 100,000 59,839 100,000 49,866 11/7/2022 11/7/2023 7 % 200,000 220,000 235,400 192,499 11/9/2022 5/9/2024 10 % 25,000 25,000 25,000 22,917 11/15/2022 5/15/2024 10 % 100,000 100,000 100,000 91,667 12/21/2022 12/21/2023 7 % 200,000 220,000 235,400 210,833 $ 2,681,200 $ 823,059
summarizes future maturities	December 31, Amount 2023 $ 1,994,109 2024 2,509,950 2025 - 2026 - 2027 - Thereafter 20,400 4,524,459 Less - Discounts (3,403,656 ) $ 1,120,803

EQUITY (Tables)

EQUITY (Tables)	3 Months Ended
	Mar. 31, 2023
EQUITY
Company's warrants	Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Warrants as of December 31, 2022 3,780,000 $ 0.48 0.87 Issued 6,737,758 $ 0.85 3.39 Exercised - $ - - Warrants as of March 31, 2023 10,517,758 $ 0.72 2.30
Company's options	Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of December 31, 2022 5,284,068 $ 0.80 4.17 Issued 500,000 $ 0.99 5.00 Exercised - $ - - Options as of March 31, 2023 5,784,068 $ 0.82 4.01

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Balance	$ 722,328
Additions	7,172,944
Settlement	(50,582)
Change in fair value	(2,487,120)
Balance at end	$ 5,357,570

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Options	5,784,068	3,059,068
Warrants	10,517,758	2,700,000
Notes payable	877,897
Convertible notes payable	$ 564,048	$ 0
Dilutive Securities	17,743,771	5,759,068

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
FDIC coverage amount	$ 250,000
FDIC cash balances limits	280,000
Allowance for doubtful accounts	$ 90,189		$ 90,189
Share price	$ 0.70		$ 1.06
Risk-free interest rate, minimum	3.60%	4.41%
Risk-free interest rate, maximum	4.94%	4.73%
Expected volatility rate, minimum	97%	164%
Expected volatility rate, maximum	305%	379%
Exercise prices			$ 1
Expected term	six months to five years	one to two years
Minimum [Member]
Exercise prices	$ 0.46
Maximum [Member]
Exercise prices	$ 3.20

DEBT (Details)

DEBT (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Principal	$ 2,689,509	$ 2,681,200
Convertible Notes Payable [Member]
Principal amount	100,000
Debt Discount	100,000
Principal	100,000
Discount	$ 87,888
Origination date	Jan. 24, 2023
Maturity date	Jul. 24, 2024
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable One [Member]
Principal amount	$ 74,975
Debt Discount	74,975
Principal	74,975
Discount	$ 66,145
Origination date	Jan. 25, 2023
Maturity date	Jul. 25, 2024
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Two [Member]
Principal amount	$ 100,000
Debt Discount	100,000
Principal	100,000
Discount	$ 88,888
Origination date	Jan. 30, 2023
Maturity date	Jul. 30, 2024
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Three [Member]
Principal amount	$ 1,000,000
Debt Discount	1,000,000
Principal	1,000,000
Discount	$ 916,666
Origination date	Feb. 17, 2023
Maturity date	Aug. 17, 2024
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Four [Member]
Principal amount	$ 100,000
Debt Discount	100,000
Principal	100,000
Discount	$ 96,000
Origination date	Mar. 07, 2023
Maturity date	Sep. 07, 2024
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Five [Member]
Principal amount	$ 250,000
Debt Discount	250,000
Principal	250,000
Discount	$ 243,000
Origination date	Mar. 14, 2023
Maturity date	Sep. 10, 2024
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Six [Member]
Principal amount	$ 100,000
Debt Discount	100,000
Principal	100,000
Discount	$ 99,500
Origination date	Mar. 27, 2023
Maturity date	Sep. 27, 2024
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Seven [Member]
Principal amount	$ 79,975
Debt Discount	79,975
Principal	79,975
Discount	$ 79,975
Origination date	Mar. 30, 2023
Maturity date	Sep. 30, 2024
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Total [Member]
Principal	$ 1,804,950
Discount	$ 1,678,062

DEBT (Details 1)

DEBT (Details 1) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Principal	$ 2,689,509	$ 2,681,200
Discount	1,725,594	823,059
Notes Payable [Member]
Principal amount	20,400	20,400
Debt Discount	0	0
Principal	20,400	20,400
Discount	$ 0	$ 0
Origination date	May 29, 2020	May 29, 2020
Maturity date	Mar. 31, 2050	Mar. 31, 2050
Interest Rate	4%	4%
Notes Payable One [Member]
Principal amount	$ 50,000	$ 1,350,000
Debt Discount	29,664	934,128
Principal	50,000	1,485,000
Discount	$ 16,480	$ 38,922
Origination date	Jul. 29, 2022	Jan. 11, 2022
Maturity date	Jan. 29, 2024	Jan. 11, 2023
Interest Rate	10%	10%
Notes Payable Two [Member]
Principal amount	$ 150,000	$ 50,000
Debt Discount	88,247	29,664
Principal	150,000	50,000
Discount	$ 51,476	$ 21,424
Origination date	Aug. 11, 2022	Jul. 29, 2022
Maturity date	Feb. 11, 2024	Jan. 29, 2024
Interest Rate	10%	10%
Notes Payable Four [Member]
Principal amount	$ 80,000	$ 50,000
Debt Discount	45,827	29,513
Principal	80,000	50,000
Discount	$ 28,005	$ 22,133
Origination date	Aug. 31, 2022	Aug. 15, 2022
Maturity date	Feb. 28, 2024	Feb. 15, 2024
Interest Rate	10%	10%
Notes Payable Three [Member]
Principal amount	$ 50,000	$ 150,000
Debt Discount	29,513	88,247
Principal	50,000	150,000
Discount	$ 17,213	$ 66,185
Origination date	Aug. 15, 2022	Aug. 11, 2022
Maturity date	Feb. 15, 2024	Feb. 11, 2024
Interest Rate	10%	10%
Notes Payable Six [Member]
Principal amount	$ 50,000	$ 50,000
Debt Discount	29,922	29,922
Principal	50,000	50,000
Discount	$ 18,288	$ 23,274
Origination date	Sep. 07, 2022	Sep. 01, 2022
Maturity date	Mar. 07, 2024	Mar. 01, 2024
Interest Rate	10%	10%
Notes Payable Seven [Member]
Principal amount	$ 50,000	$ 50,000
Debt Discount	30,316	29,922
Principal	50,000	50,000
Discount	$ 19,370	$ 23,274
Origination date	Sep. 12, 2022	Sep. 07, 2022
Maturity date	Mar. 12, 2024	Mar. 07, 2024
Interest Rate	10%	10%
Notes Payable Five [Member]
Principal amount	$ 50,000	$ 80,000
Debt Discount	29,922	45,827
Principal	50,000	80,000
Discount	$ 18,288	$ 35,643
Origination date	Sep. 01, 2022	Aug. 31, 2022
Maturity date	Mar. 01, 2024	Feb. 28, 2024
Interest Rate	10%	10%
Notes Payable Eight [Member]
Principal amount	$ 100,000	$ 50,000
Debt Discount	59,839	30,316
Principal	100,000	50,000
Discount	$ 39,893	$ 24,422
Origination date	Sep. 29, 2022	Sep. 12, 2022
Maturity date	Mar. 29, 2024	Mar. 12, 2024
Interest Rate	10%	10%
Notes Payable Nine [Member]
Principal amount	$ 200,000	$ 100,000
Debt Discount	220,000	59,839
Principal	188,320	100,000
Discount	$ 137,497	$ 49,866
Origination date	Nov. 07, 2022	Sep. 29, 2022
Maturity date	Nov. 07, 2023	Mar. 29, 2024
Interest Rate	7%	10%
Notes Payable Twelve [Member]
Principal amount	$ 200,000	$ 100,000
Debt Discount	220,000	100,000
Principal	211,860	100,000
Discount	$ 155,831	$ 91,667
Origination date	Dec. 21, 2022	Nov. 15, 2022
Maturity date	Dec. 21, 2023	May 15, 2024
Interest Rate	7%	10%
Notes Payable Ten [Member]
Principal amount	$ 25,000	$ 200,000
Debt Discount	25,000	220,000
Principal	25,000	235,400
Discount	$ 18,750	$ 192,499
Origination date	Nov. 09, 2022	Nov. 07, 2022
Maturity date	May 09, 2024	Nov. 07, 2023
Interest Rate	10%	7%
Notes Payable Eleven [Member]
Principal amount	$ 100,000	$ 25,000
Debt Discount	100,000	25,000
Principal	100,000	25,000
Discount	$ 74,999	$ 22,917
Origination date	Nov. 15, 2022	Nov. 09, 2022
Maturity date	May 15, 2024	May 09, 2024
Interest Rate	10%	10%
Notes Payable Thirteen [Member]
Principal amount	$ 1,563,929	$ 200,000
Debt Discount	1,563,929	220,000
Principal	1,563,929	235,400
Discount	$ 1,129,504	$ 210,833
Origination date	Jan. 11, 2023	Dec. 21, 2022
Maturity date	Oct. 11, 2023	Dec. 21, 2023
Interest Rate	14%	7%

DEBT (Details 2)

DEBT (Details 2)	Mar. 31, 2023 USD ($)
DEBT
2023	$ 1,994,109
2024	2,509,950
2025	0
2026	0
2027	0
Thereafter	20,400
Future maturity	4,524,459
Less - Discounts	(3,403,656)
Net future maturity	$ 1,120,803

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
	Jan. 11, 2023	May 29, 2020	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Oct. 03, 2014
Note Interest Rate		3.75%				8%
Exercisable price per share			$ 0.70		$ 1.06
Line of credit			$ 30,000		$ 30,000	$ 30,000
Loans Received		$ 20,400
Maturity note		March 2050
Description of Monthly payments		The note requires $100 monthly payments beginning in May 2022 until maturity
Fair value outstanding amount			30,200		$ 42,130
Issuance of debt discount			$ 3,808,565	$ 0
P C Ventures [Member]
Exercisable price per share	$ 0.85
Accrued and unpaid interest	$ 78,929
Warrants purchase shares	3,127,858
Additional debt discount	$ 1,563,929
Note payable balance	$ 1,563,929
Interest rate	14%
Warrants vested, value	$ 3,309,045
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
From January 24, 2023 to March 30, 2023 [Member]
Note Interest Rate			14%
Convertible notes payable			$ 1,804,950
Description of short term debt			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
Description of warrants			the Company issued a total of 3,609,900 warrants to purchase shares of common stock exercisable at $0.85 per share
Additional discount on debt			$ 3,505,723
Derivative liability values			358,176
Derivative liability values vested			$ 3,505,723
From January 24, 2023 to March 30, 2023 [Member] | CEO Member
Note Interest Rate			14%
Convertible notes payable			$ 100,000
Description of short term debt			The convertible note requires quarterly interest payments with the principal due at maturity eighteen months from issuance and is convertible at $3.20 per share of common stock
Description of warrants			the Company issued 200,000 warrants to purchase shares of common stock exercisable at $0.85 per share
Fair value of warrants			$ 209,180
Issue of warrants			200,000
Additional discount on debt			$ 100,000
Derivative liability values			$ 22,569

EQUITY (Details)

EQUITY (Details) - Company Warrants [Member]	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Warrants, Number of Shares begnning | shares	3,780,000
Warrants, Number of Shares ending | shares	10,517,758
Issued | shares	6,737,758
Warrants, Weighted Average Exercise Price begnning | $ / shares	$ 0.48
Warrants, Weighted Average Exercise Price ending | $ / shares	0.72
Issued in Period, Weighted Average Exercise Price | $ / shares	$ 0.85
Issued, Weighted average remaining life	3 years 4 months 20 days
Warrants,Weighted Average Remaining Life ending	2 years 3 months 18 days
Warrants,Weighted Average Remaining Life beginning	10 months 13 days

EQUITY (Details 1)

EQUITY (Details 1) - Company Options [Member]	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Warrants, Number of Shares begnning | shares	5,284,068
Issued | shares	500,000
Warrants, Number of Shares ending | shares	5,784,068
Warrants, Weighted Average Exercise Price begnning | $ / shares	$ 0.80
Issued, Weighted Average Exercise Price | $ / shares	0.99
Warrants, Weighted Average Exercise Price ending | $ / shares	$ 0.82
Options, Weighted Average Remaining Life beginning	4 years 2 months 1 day
Options, Weighted Average Remaining Life ending	5 years
Issued, Weighted average remaining life	4 years 3 days

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)		1 Months Ended		2 Months Ended	3 Months Ended
	Jan. 11, 2023	Jan. 31, 2023	Oct. 31, 2022	Mar. 30, 2023	Mar. 31, 2023	Mar. 31, 2022
Shares of common Stock issued		4,245			17,045
Shares value of common Stock issued		$ 4,500			$ 15,000
Vested, number of shares					3,153,265
Warrant issued value			$ 119,383		$ 2,167,081
Warrants issued					5,655
Accrued interest					$ 7,589
Options to purchase shares					2,630,803
Risk free interest rate, maximum					4.94%	4.73%
Risk free interest rate, minimum					3.60%	4.41%
Expected volatility rate, minimum					97%	164%
Expected volatility rate, maximum					305%	379%
Five NonExcecutive Agreement [Member]
Stock issued options					500,000
Stock issued option, value					$ 448,950
Exercise price					$ 0.99
Options [Member]
Risk free interest rate					4.27%
Expected volatility rate					277%
Fair value assumptions, expected term					5 years
Exercise price					$ 0.99
Warrants [Member]
Risk free interest rate, maximum					5%
Risk free interest rate, minimum					3.66%
Expected volatility rate, minimum					278%
Expected volatility rate, maximum					346%
Exercise price					$ 0.85
Warrants [Member] | Minimum [Member]
Fair value assumptions, expected term					24 months
Warrants [Member] | Maximum [Member]
Fair value assumptions, expected term					60 months
Note Agreement [Member]
Warrant issued value	$ 3,309,000			$ 3,506,000
Warrants purchase shares				200,000
Warrants issued	3,127,858			3,609,900

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Oct. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Warrant issued, value	$ 119,383	$ 2,167,081
Advances payable		1,049,872		$ 1,069,743
Operating expenses		1,208,148	$ 773,528
Loutex Production Company [Member]
Advances payable		73,000		$ 73,000
CEO [Member]
Warrant issued, value		209,000
Common stock percentage held				10%
Consulting expenses		100,000
Advances payable		$ 22,154		$ 22,154
Warrant issued		200,000
Accrued bonus compensation		$ 150,000
CFO [Member]
Accrued bonus compensation		115,000
P C Ventures [Member]
Advances payable		20,000
Operating expenses		$ 20,000
Three Percent Holder [Member]
Common stock percentage held, description		individual who holds less than 5% of the Company’s common stock
Advances payable		$ 11,865		$ 11,865
Largest Shareholder [Member]
Common stock percentage held		31%		31%
Advances payable		$ 62,500		$ 62,500
Elysian Fields Disposal [Member]
Advances payable		259,000		256,000
Operating expenses		3,000
Michaels Consulting [Member]
Advances payable		$ 344,000		$ 344,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	May 31, 2023	Apr. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Exercisable price per share			$ 0.70	$ 1.06
Options to purchase shares			2,630,803
Accrued interest			$ 7,589
Subsequent Event [Member]
Exercisable price per share		$ 3.20
Convertible note terms, description		quarterly interest payments with the principal due at maturity eighteen months from issuances
Warrants to purchase shares		500,000
Exercise price of shares	$ 0.85	$ 0.572
Warrants vested, value		$ 425,000
Additional debt discount		$ 93,549
Stock issued options	58,496	1,350
Subsequent Event [Member] | 14% Convertible Note Payable [Member]
Exercisable price per share		$ 0.85
Options to purchase shares		150,000
Warrants to purchase shares		1,400,000
Options vested, value		$ 105,796
Exercise price of shares		$ 0.572
Warrants vested, value		$ 932,739
Proceeds from convertible note payable		$ 700,000
Subsequent Event [Member] | CEO [Member]
Stock issued options	30,637
Subsequent Event [Member] | CFO [Member]
Stock issued options	14,706
Subsequent Event [Member] | Director [Member]
Stock issued options	18,382
Four Noteholders [Member] | Subsequent Event [Member]
Stock issued options		7,661
Accrued interest		$ 6,995
Four Noteholders [Member] | Subsequent Event [Member] | CEO [Member]
Stock issued options		2,815
Four Noteholders [Member] | Subsequent Event [Member] | CEO's Wife [Member]
Stock issued options		1,350