Correlate Infrastructure Partners (CIPI) 10-Q 14 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 13, 2023
Cover [Abstract]
Entity Registrant Name	CORRELATE ENERGY CORP.
Entity Central Index Key	0001108645
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Entity Common Stock Shares Outstanding		36,181,457
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	84-4250492
Entity Address Address Line 1	176 S. Capitol Blvd.
Entity Address Address Line 2	2nd Floor
Entity Address City Or Town	Boise
Entity Address State Or Province	ID
Entity Address Postal Zip Code	83702
City Area Code	855
Local Phone Number	264-4060
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity File Number	000-55825

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash	$ 3,218,263	$ 96,308
Contract assets	128,103	684,185
Prepaid expenses and other current assets	697,542	395,953
Total current assets	4,043,908	1,176,446
Property and equipment
Property and equipment, net	114,970	4,004
Total property and equipment	114,970	4,004
Other assets
Intangible assets - customer relationships, net	151,970	187,040
Intangible assets - developed technology, net	3,460	13,870
Intangible assets - development rights, net	668,065	112,744
Goodwill	762,851	762,851
Total other assets	1,586,346	1,076,505
Total assets	5,745,224	2,256,955
Current liabilities
Accounts payable	204,741	396,743
Accounts payable, related parties	750,346	673,000
Accrued expenses	772,683	1,285,898
Customer deposits	3,076,771	0
Shareholder advances	96,519	96,519
Line of credit	30,000	30,000
Notes payable, current portion, net of discount	522,456	67,468
Notes payable, related parties, current portion, net of discount	1,227,089	1,446,078
Convertible notes payable, current portion, net of discount	683,103	0
Convertible notes payable, related party, current portion, net of discount	45,448	0
Derivative liability	0	722,328
Total current liabilities	7,409,156	4,718,034
Notes payable, related parties, net of current portion and discount	0	28,809
Convertible notes payable, net of current portion and discount	683,297	0
Notes payable, net of current portion and discount	0	315,786
Total liabilities	8,092,453	5,062,629
Stockholders' deficit
Preferred stock $.0001 par value; authorized 50,000,000 shares with -0- issued and outstanding at September 30, 2023 and December 31, 2022, respectively	0	0
Common stock $0.0001 par value; authorized 400,000,000 shares with 36,181,457 and 35,323,626 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	3,618	3,532
Additional paid-in capital	14,280,986	5,459,220
Accumulated deficit	(16,631,833)	(8,268,426)
Total stockholders' deficit	(2,347,229)	(2,805,674)
Total liabilities and stockholders' deficit	$ 5,745,224	$ 2,256,955

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 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	36,181,457	35,323,626
Common Stock, Shares, Outstanding	36,181,457	35,323,626

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
Revenues	$ 930,277	$ 2,312,577	$ 5,139,133	$ 2,617,675
Cost of revenues	698,256	2,169,138	3,827,429	2,432,198
Gross profit	232,021	143,439	1,311,704	185,477
Operating expenses
General and administrative	1,611,987	2,301,539	3,994,739	3,496,747
Insurance	2,826	1,487	8,171	4,879
Legal and professional	76,592	75,552	206,578	1,014,474
Travel	39,314	35,340	127,097	85,820
Depreciation and amortization	89,841	15,560	152,485	45,880
Total operating expenses	1,820,560	2,429,478	4,489,070	4,647,800
Loss from operations	(1,588,539)	(2,286,039)	(3,177,366)	(4,462,323)
Other income (expense)
Interest expense	(183,273)	(43,381)	(437,524)	(113,745)
Amortization of debt discount	(1,611,905)	(257,497)	(3,700,034)	(685,639)
Financing costs	0	0	(4,156,291)	0
Change in fair value of derivative liability	0	0	3,107,808	0
Total other income (expense)	(1,795,178)	(300,878)	(5,186,041)	(799,384)
Net loss	$ (3,383,717)	$ (2,586,917)	$ (8,363,407)	$ (5,261,707)
Loss per share	$ (0.09)	$ (0.07)	$ (0.23)	$ (0.15)
Weighted average shares outstanding - basic	36,175,490	35,139,920	35,937,305	34,876,184

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (Unaudited) - USD ($)	Total	Class B Common Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Class A Common Stock
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	150,000	0	0	150,000	0	0
Net loss	(973,460)	0	0	0	(973,460)	$ 0
Balance, shares at Mar. 31, 2022						34,639,920
Balance, amount at Mar. 31, 2022	558,592	0	0	2,634,106	(2,078,978)	$ 3,464
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
Net loss	(5,261,707)
Settlement of derivative liability	0
Balance, shares at Sep. 30, 2022			35,139,920
Balance, amount at Sep. 30, 2022	(1,326,334)	0	$ 3,514	5,037,377	(6,367,225)	$ 0
Balance, shares at Mar. 31, 2022						34,639,920
Balance, amount at Mar. 31, 2022	558,592	0	0	2,634,106	(2,078,978)	$ 3,464
Stock-based compensation	179,234	0	0	179,234	0	0
Net loss	(1,701,330)	0	$ 0	0	(1,701,330)	$ 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)
Issuance of shares for services, shares			500,000
Issuance of shares for services, amount	500,000	0	$ 50	499,950	0	0
Balance, shares at Jun. 30, 2022			35,139,920
Balance, amount at Jun. 30, 2022	(463,504)	0	$ 3,514	3,313,290	(3,780,308)	0
Issuance of warrants in connection with debt	417,314	0	0	417,314	0	0
Stock-based compensation	1,306,773	0	0	1,306,773	0	0
Net loss	(2,586,917)	0	$ 0	0	(2,586,917)	0
Balance, shares at Sep. 30, 2022			35,139,920
Balance, amount at Sep. 30, 2022	(1,326,334)	0	$ 3,514	5,037,377	(6,367,225)	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
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	7,588	0	$ 1	7,587	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	(5,884,506)	0	$ 3,535	5,790,738	(11,678,779)	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
Net loss	(8,363,407)
Settlement of derivative liability	5,895,190
Balance, shares at Sep. 30, 2023			36,181,457
Balance, amount at Sep. 30, 2023	(2,347,229)	0	$ 3,618	14,280,986	(16,631,833)	0
Balance, shares at Mar. 31, 2023			35,350,571
Balance, amount at Mar. 31, 2023	(5,884,506)	0	$ 3,535	5,790,738	(11,678,779)	0
Issuance of warrants in connection with debt	28,334	0	0	28,334	0	0
Stock-based compensation	330,524	0	0	330,524	0	0
Net loss	(1,569,337)	0	$ 0	0	(1,569,337)	0
Issuance of shares for services, shares			500,000
Issuance of shares for services, amount	132,812	0	$ 50	132,762	0	0
Issuance of shares for the payment of accrued interest, shares			7,661
Issuance of shares for the payment of accrued interest, amount	6,513	0	$ 1	6,512	0	0
Settlement of derivative liability	5,844,608	0	$ 0	5,844,608	0	0
Issuance of shares for intangible assets, shares			362,319
Issuance of shares for intangible assets, amount	250,000	0	$ 36	249,964	0	0
Issuance of shares for property and equipment, shares			92,010
Issuance of shares for property and equipment, amount	57,507	0	$ 9	57,498	0	0
Issuance of returnable shares, shares			1,200,000
Issuance of returnable shares, amount	0	0	$ 120	(120)	0	0
Return of returnable shares, shares			(1,360,000)
Return of returnable shares, amount	0	0	$ (136)	136	0	0
Balance, shares at Jun. 30, 2023			36,152,561
Balance, amount at Jun. 30, 2023	(803,545)	0	$ 3,615	12,440,956	(13,248,116)	0
Issuance of warrants in connection with debt	1,322,648	0	0	1,322,648	0	0
Stock-based compensation	458,986	0	0	458,986	0	0
Net loss	(3,383,717)	0	$ 0	0	(3,383,717)	0
Issuance of shares for the payment of accrued interest, shares			28,896
Issuance of shares for the payment of accrued interest, amount	18,556	0	$ 3	18,553	0	0
Issuance of shares for services	39,843			39,843
Balance, shares at Sep. 30, 2023			36,181,457
Balance, amount at Sep. 30, 2023	$ (2,347,229)	$ 0	$ 3,618	$ 14,280,986	$ (16,631,833)	$ 0

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating activities
Net loss	$ (8,363,407)	$ (5,261,707)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	152,485	45,880
Amortization of debt discount	3,700,034	685,639
Stock issued for services	187,655	500,000
Stock-based compensation	1,043,361	1,636,511
Financing costs	4,156,291	0
Change in fair value of derivative liability	(3,107,808)
Changes in operating assets and liabilities:
Accounts receivable	0	(383,028)
Contract assets	556,082	0
Inventory	0	(174,843)
Prepaid expenses and other current assets	(301,589)	(94,983)
Accounts payable	(114,656)	(4,633)
Accrued expenses	(401,629)	1,043,152
Customer deposits	3,076,771	32,816
Net cash provided by (used in) operating activities	583,590	(1,975,196)
Investing activities
Purchase of property and equipment	(65,785)	(8,305)
Purchase of intangible assets	(400,000)	0
Net cash used in investing activities	(465,785)	(8,305)
Financing activities
Proceeds from issuance of notes payable	0	1,930,000
Proceeds from issuance of convertible notes payable	3,474,950	0
Repayment of notes payable	(470,800)	0
Proceeds from issuance of common stock	0	150,000
Net cash provided by financing activities	3,004,150	2,080,000
Net increase in cash	3,121,955	96,499
Cash - beginning of period	96,308	252,189
Cash - end of period	3,218,263	348,688
Cash paid for income taxes	0	0
Cash paid for interest	245,136	32,141
Supplemental schedule of non-cash investing and financing activities
Discount on notes payable from derivative liability	1,563,929	0
Discount on convertible notes payable from derivative liability	2,564,950	0
Shares issued for settlement of accrued interest	32,657	0
Accrued interest settled through note payable	78,929	0
Settlement of derivative liability	5,895,190	0
Shares issued for intangible assets	250,000	0
Shares issued for property and equipment	57,507	0
Returnable shares issued in connection with notes payable	120	0
Return of returnable shares issued in connection with notes payable	136	0
Discount on note payable from issuance of warrants	1,350,982	1,216,442
Original issuance discount on note payable	$ 0	$ 135,000

NATURE OF THE ORGANIZATION AND

NATURE OF THE ORGANIZATION AND BUSINESS	9 Months Ended
	Sep. 30, 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 On June 8, 2023, Correlate Energy Corp. (the "Company") filed a certificate of amendment to its articles of incorporation with the Secretary of State of the State of Nevada pursuant to which it changed its corporate name from Correlate Infrastructure Partners Inc. to Correlate Energy Corp. 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 Energy Corp., together with its subsidiaries, is a technology-enabled vertically integrated sales, development, and fulfillment platform focused on distributed clean and resilient energy solutions North America. 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 2024 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 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 September 30, 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. The Company's cash balances may exceed 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. 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 value, 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 September 30, 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 nine months ended September 30, 2023: Balance - December 31, 2022 $ 722,328 Additions 8,280,670 Settlement (5,895,190 ) Change in fair value (3,107,808 ) Balance - September 30, 2023 $ - 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 (Note 4) which contained 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. During the six months ended June 30 2023, the Company repaid the November 7, 2022 and December 21, 2022 note payable agreements resulting in the reclassification of derivative liabilities totaling $546,654 to additional paid in capital on the accompanying condensed consolidated statements of stockholders’ deficit. Additionally, pursuant to the Company’s contract ordering policy, the warrant (Note 5) and convertible note (Note 4) issuances from November 7, 2022 to June 30, 2023 no longer met the definition of derivative liabilities requiring bifurcation. Accordingly, pursuant to the Company’s contract ordering policy and ASC 815-15-35-4, derivative liabilities related to the warrants and convertible notes, which were estimated to have fair values of $202,551 and $5,145,985, respectively, as of June 30, 2023, were derecognized and reclassified to additional paid in capital on the accompanying condensed consolidated statements of stockholders’ deficit. 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 September 30, 2023 and 2022, as follows. September 30, September 30, 2023 2022 Options 7,204,068 4,184,068 Warrants 14,474,494 3,280,000 Convertible notes payable 1,085,922 - 22,764,484 7,464,068 Recently Issued Accounting Standards During the period ended September 30, 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	9 Months Ended
	Sep. 30, 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	9 Months Ended
	Sep. 30, 2023
DEBT
DEBT	NOTE 4 – DEBT Convertible Notes Payable From January 24, 2023 to June 6, 2023, the Company entered into fourteen 14% convertible note payable agreements with proceeds totaling $2,564,950. 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 $461,238 and recorded as a derivative liability pursuant to the Company’s contract ordering policy (Note 1). In connection with the convertible notes, the Company issued a total of 5,129,900 warrants to purchase shares of common stock exercisable at $0.85 per share. The warrants, which were immediately vested, were valued at $4,510,387 and recorded as a derivative liability pursuant to the Company’s contract ordering policy. As a result of the derivative liabilities from the conversion features and warrants, and pursuant to ASC 815-15-30, the Company recorded debt discounts totaling $2,564,950, which were limited to the net proceeds from the convertible notes, with the remaining $2,406,675 recognized as financing costs on the accompanying condensed consolidated statements of operations. Included in the fourteen 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 (Note 1). 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 from the conversion features and warrants, and pursuant to ASC 815-15-30, the Company recorded a debt discount totaling $100,000, which were limited to the net proceeds from the convertible notes, with the remaining $131,749 recognized as financing costs on the accompanying condensed consolidated statements of operations. From June 30, 2023 to August 31, 2023, the Company entered into seven 14% convertible note payable agreements with proceeds totaling $910,000. The convertible notes, which have identical terms, require quarterly interest payments with the principal due at maturity eighteen months from issuance and are convertible at $3.20 per share of common stock. In connection with the note agreements, the Company issued a total of 1,820,000 warrants exercisable at $0.85 per share which expire two years from issuance. The warrants, which were immediately vested, were valued at $1,160,925 and resulted in additional discount on the notes totaling $508,607 pursuant to ASC 470-20-30, “Debt”. The following table presents a summary of the Company’s convertible notes payable at September 30, 2023: Conversion Balances - At Issuance Balances - 9/30/2023 Origination Maturity Interest Rate Principal Discount Principal Discount 1/24/2023 7/24/2024 14 % $3.20/Share $ 100,000 $ 100,000 $ 100,000 $ 54,552 1/25/2023 7/25/2024 14 % $3.20/Share 74,975 74,975 74,975 41,155 1/30/2023 7/30/2024 14 % $3.20/Share 100,000 100,000 100,000 55,552 2/17/2023 8/17/2024 14 % $3.20/Share 1,000,000 1,000,000 1,000,000 583,330 3/7/2023 9/7/2024 14 % $3.20/Share 100,000 100,000 100,000 62,664 3/14/2023 9/10/2024 14 % $3.20/Share 250,000 250,000 250,000 159,666 3/27/2023 9/27/2024 14 % $3.20/Share 100,000 100,000 100,000 66,164 3/30/2023 9/30/2024 14 % $3.20/Share 79,975 79,975 79,975 53,316 4/6/2023 10/6/2024 14 % $3.20/Share 50,000 50,000 50,000 33,332 4/7/2023 10/7/2024 14 % $3.20/Share 400,000 400,000 400,000 266,668 5/5/2023 11/5/2024 14 % $3.20/Share 200,000 200,000 200,000 144,445 5/9/2023 11/9/2024 14 % $3.20/Share 50,000 50,000 50,000 37,388 5/12/2023 11/12/2024 14 % $3.20/Share 50,000 50,000 50,000 37,388 6/6/2023 12/6/2024 14 % $3.20/Share 10,000 10,000 10,000 7,776 6/30/2023 12/30/2024 14 % $3.20/Share 50,000 28,334 50,000 23,612 7/7/2023 1/7/2025 14 % $3.20/Share 25,000 14,775 25,000 12,315 7/21/2023 1/21/2025 14 % $3.20/Share 35,000 20,103 35,000 17,319 7/26/2023 1/26/2025 14 % $3.20/Share 100,000 56,527 100,000 49,747 8/10/2023 2/10/2025 14 % $3.20/Share 500,000 268,545 500,000 243,625 8/24/2023 2/24/2023 14 % $3.20/Share 100,000 60,313 100,000 56,412 8/31/2023 2/28/2025 14 % $3.20/Share 100,000 60,010 100,000 56,676 $ 3,474,950 $ 2,063,102 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 (Note 1). As a result of the derivative liability from the warrants, and pursuant to ASC 815-15-30, the Company recorded a debt discount totaling $1,563,929, which was limited to the net proceeds from the note, with the remaining $1,745,116 recognized as financing costs on the accompanying condensed consolidated statements of operations. On July 10, 2023, the Company and P&C Ventures, Inc. agreed to extend the maturity of the note payable, which had an outstanding principal balance of $1,563,929, from October 11, 2023 to December 11, 2023. The Company accounted for the amendment as an extinguishment of existing debt and issuance of new debt pursuant to ASC 470-50-40. In connection with the amendment, the Company agreed to extend the exercise date of 2,700,000 warrants to purchase shares of common stock exercisable at $0.25 per share from July 11, 2023 to December 11, 2023. The extension of the warrants, which were revalued at $1,825,800, resulted in a discount on the note totaling $842,375 pursuant to ASC 470-20-30. The following table presents a summary of the Company’s notes payable at September 30, 2023: Balances - At Issuance Balances - 9/30/2023 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 6,592 8/11/2022 2/11/2024 10 % 150,000 88,247 150,000 22,058 8/15/2022 2/15/2024 10 % 50,000 29,513 50,000 7,373 8/31/2022 2/28/2024 10 % 80,000 45,827 80,000 12,729 9/1/2022 3/1/2024 10 % 50,000 29,922 50,000 8,316 9/7/2022 3/7/2024 10 % 50,000 29,922 50,000 8,316 9/12/2022 3/12/2024 10 % 50,000 30,316 50,000 9,266 9/29/2022 3/29/2024 10 % 100,000 59,839 100,000 19,947 11/9/2022 5/9/2024 10 % 25,000 25,000 25,000 10,416 11/15/2022 5/15/2024 10 % 100,000 100,000 100,000 41,663 7/10/2023 12/11/2023 14 % 1,563,929 1,563,929 1,563,929 393,108 $ 2,289,329 $ 539,784 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 September 30, 2023 and December 31, 2022, the outstanding principal and accrued interest totaled $31,408 and $42,130, respectively. Future Maturities The table below summarizes future maturities of the Company’s debt as of September 30, 2023: December 31, Amount 2023 $ 1,593,929 2024 3,319,950 2025 860,000 2026 - 2027 - Thereafter 20,400 5,794,279 Less - Discounts (2,602,886 ) $ 3,191,393

EQUITY

EQUITY	9 Months Ended
	Sep. 30, 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 January 2023, the Company paid $7,589 in accrued interest due to four noteholders by issuing 5,655 shares of common stock. During March 2023, the Company issued 17,045 shares of common stock valued at $15,000 for services. 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. In connection with a repayment plan created for the November 7, 2022 and December 21, 2022 notes payable (Note 4), the Company issued 1,200,000 shares of returnable common stock as security. On June 30, 2023, the notes were paid in full and 1,360,000 returnable shares were returned to the Company and retired. During April 2023, the Company issued 92,010 shares of common stock valued at $57,507 in connection with the purchase of software. During June 2023, the Company issued 362,319 shares of common stock valued at $250,000 in connection with a settlement agreement wherein the Company acquired development rights. During July 2023, the Company paid $18,537 in accrued interest due to eight noteholders by issuing 28,896 shares of common stock. Included in these shares were 1,943 shares issued to the wife of the Company’s CEO and 5,441 shares issued to the Company’s CEO. Warrants During the period ended September 30, 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 195% to 346% based on the historical volatility of the Company’s common stock; exercise prices ranging from $0.70 to $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 August 31, 2023, the Company issued warrants to purchase 6,949,900 shares of common stock valued at approximately $5,671,000 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. 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. During July 2023, the Company issued 58,240 warrants to purchase shares of common stock exercisable at $0.70 per share for two years. The warrants, which were immediately vested, were valued at $35,952. During August 2023, the Company issued 500,000 warrants to purchase shares of common stock exercisable at $0.70 per share for five years. The warrants, which vest over 24 months, were valued at $329,434. The table below summarizes the Company’s warrants for the period ended September 30, 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 10,694,494 $ 0.84 3.02 Exercised - $ - - Warrants as of September 30, 2023 14,474,494 $ 0.75 1.96 Options During the period ended September 30, 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 rates ranging from 3.39% to 4.29%; volatility ranging from 277% to 281% based on the historical volatility of the Company’s common stock; exercise prices ranging from $0.54 to $0.99; and terms of 5 years. The fair value of options granted is expensed as vesting occurs over the applicable service periods. During September 2023, the Company’s Stockholders approved an amendment of the 2021 Equity Incentive Plan to increase the numbers of issuable shares from 5,000,000 to 10,000,000 From March 1, 2023 to September 1, 2023, the Company issued 1,920,000 options to purchase shares of common stock exercisable at prices ranging from $0.54 to $0.99 per share. The options, which vest over 12 to 36 months, were valued at $1,549,018. Included in the 1,920,000 options issued above were 250,000 options to purchase shares of common stock exercisable at $0.77 per share for five years which were issued to the Company’s former CFO for ongoing consulting services. The following table summarizes the Company’s options for the period ended September 30, 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 1,920,000 $ 0.83 5.00 Exercised - $ - - Options as of September 30, 2023 7,204,068 $ 0.81 3.76 At September 30, 2023, options to purchase 3,617,041 shares of common stock were vested and options to purchase 3,587,027 shares of common stock remained unvested. The Company expects to incur expenses for the unvested options totaling $2,602,630 as they vest.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 6 – RELATED PARTY TRANSACTIONS Shareholder Advances and Payables At September 30, 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 September 30, 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 September 30, 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 September 30, 2023 and December 31, 2022, the Company had accounts payable of $258,000 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 September 30, 2023. At September 30, 2023 and December 31, 2022, the Company had accounts payable of $78,346 and $73,000, respectively, due to Loutex Production Company, an entity owned by the Company’s largest shareholder. The Company incurred $4,900 of operating expenses with the entity during the period ended September 30, 2023. At September 30, 2023, the Company had accounts payable of $70,000 due to P&C Ventures, Inc. The Company incurred $160,000 of operating expenses with P&C Ventures Inc. during the period ended September 30, 2023. Mr. Cory Hunt, who was named a director of the Company on December 28, 2021, is an officer of P&C Ventures, Inc. Michaels Consulting At September 30, 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. During July 2023, the Company amended the January 2023 agreement and modified warrants related to the original note, 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 September 30, 2023, the Company accrued bonus compensation for its CEO and former CFO of approximately $150,000 and $115,000, respectively. The accrued bonus compensation was unchanged from December 31, 2022.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2023
INTANGIBLE ASSETS
INTANGIBLE ASSETS	NOTE 7 – INTANGIBLE ASSETS The Company’s intangible assets as of September 30, 2023 are summarized as follows: Accumulated Type Useful Life Amount Amortization Net Development rights 2-3 years $ 769,383 $ 101,318 $ 668,065 Customer relationships 5 years 233,800 81,830 151,970 Developed technology 2 years 27,750 24,290 3,460 $ 1,030,933 $ 207,438 $ 823,495 The Company’s intangible assets as of December 31, 2022 are summarized as follows: Accumulated Type Useful Life Amount Amortization Net Development rights 2-3 years $ 119,383 $ 6,639 $ 112,744 Customer relationships 5 years 233,800 46,760 187,040 Developed technology 2 years 27,750 13,880 13,870 $ 380,933 $ 67,279 $ 313,654 Future amortization of the Company’s intangible assets as of September 30, 2023 are as follows: December 31, Amount 2023 $ 83,431 2024 319,884 2025 286,852 2026 133,328 $ 823,495

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 8 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date these condensed consolidated financial statements were available to be issued and has determined that the following subsequent events require disclosure. During October 2023, the Company issued 33,911 shares of common stock for payment of accrued interest on notes payable at September 30, 2023. During October 2023, the Company issued 72,329 warrants to purchase shares of common stock exercisable at $0.85 per share for five years. During October 2023, the Company issued 250,000 options to each of the non-executive members of the board of directors – Matthew Flemming, Cory Hunt, Bob Powell, and Eli Albrecht. The options exercisable at $0.86 per share for five years. On October 10, 2023, the Company entered into a 14% convertible note payable agreement with proceeds totaling $375,000. 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. In connection with the note agreements, the Company issued a total of 750,000 warrants exercisable at $0.85 per share for two years. From October 10, 2023 to November 7, 2023, the Company entered into four 14% convertible note payable agreements with proceeds totaling $625,000. The convertible notes, which have identical terms, require quarterly interest payments with the principal due at maturity eighteen months from issuance and are convertible at $3.20 per share of common stock. In connection with the note agreements, the Company issued a total of 1,250,000 warrants exercisable at $0.85 per share which expire two years from issuance. The warrants, which were immediately vested, were valued at $1,558,376 and resulted in additional discount on the notes totaling $439,295 pursuant to ASC 470-20-30.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 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 September 30, 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. The Company's cash balances may exceed 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.
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 value, 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 September 30, 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 nine months ended September 30, 2023: Balance - December 31, 2022 $ 722,328 Additions 8,280,670 Settlement (5,895,190 ) Change in fair value (3,107,808 ) Balance - September 30, 2023 $ - 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 (Note 4) which contained 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. During the six months ended June 30 2023, the Company repaid the November 7, 2022 and December 21, 2022 note payable agreements resulting in the reclassification of derivative liabilities totaling $546,654 to additional paid in capital on the accompanying condensed consolidated statements of stockholders’ deficit. Additionally, pursuant to the Company’s contract ordering policy, the warrant (Note 5) and convertible note (Note 4) issuances from November 7, 2022 to June 30, 2023 no longer met the definition of derivative liabilities requiring bifurcation. Accordingly, pursuant to the Company’s contract ordering policy and ASC 815-15-35-4, derivative liabilities related to the warrants and convertible notes, which were estimated to have fair values of $202,551 and $5,145,985, respectively, as of June 30, 2023, were derecognized and reclassified to additional paid in capital on the accompanying condensed consolidated statements of stockholders’ deficit.
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 September 30, 2023 and 2022, as follows. September 30, September 30, 2023 2022 Options 7,204,068 4,184,068 Warrants 14,474,494 3,280,000 Convertible notes payable 1,085,922 - 22,764,484 7,464,068
Recently Issued Accounting Standards	During the period ended September 30, 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)	9 Months Ended
	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of Fair Value Measurement	Balance - December 31, 2022 $ 722,328 Additions 8,280,670 Settlement (5,895,190 ) Change in fair value (3,107,808 ) Balance - September 30, 2023 $ -
Schedule of potential additional dilutive securities outstanding	September 30, September 30, 2023 2022 Options 7,204,068 4,184,068 Warrants 14,474,494 3,280,000 Convertible notes payable 1,085,922 - 22,764,484 7,464,068

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2023
DEBT
Summary of the Company's convertible notes payable	Conversion Balances - At Issuance Balances - 9/30/2023 Origination Maturity Interest Rate Principal Discount Principal Discount 1/24/2023 7/24/2024 14 % $3.20/Share $ 100,000 $ 100,000 $ 100,000 $ 54,552 1/25/2023 7/25/2024 14 % $3.20/Share 74,975 74,975 74,975 41,155 1/30/2023 7/30/2024 14 % $3.20/Share 100,000 100,000 100,000 55,552 2/17/2023 8/17/2024 14 % $3.20/Share 1,000,000 1,000,000 1,000,000 583,330 3/7/2023 9/7/2024 14 % $3.20/Share 100,000 100,000 100,000 62,664 3/14/2023 9/10/2024 14 % $3.20/Share 250,000 250,000 250,000 159,666 3/27/2023 9/27/2024 14 % $3.20/Share 100,000 100,000 100,000 66,164 3/30/2023 9/30/2024 14 % $3.20/Share 79,975 79,975 79,975 53,316 4/6/2023 10/6/2024 14 % $3.20/Share 50,000 50,000 50,000 33,332 4/7/2023 10/7/2024 14 % $3.20/Share 400,000 400,000 400,000 266,668 5/5/2023 11/5/2024 14 % $3.20/Share 200,000 200,000 200,000 144,445 5/9/2023 11/9/2024 14 % $3.20/Share 50,000 50,000 50,000 37,388 5/12/2023 11/12/2024 14 % $3.20/Share 50,000 50,000 50,000 37,388 6/6/2023 12/6/2024 14 % $3.20/Share 10,000 10,000 10,000 7,776 6/30/2023 12/30/2024 14 % $3.20/Share 50,000 28,334 50,000 23,612 7/7/2023 1/7/2025 14 % $3.20/Share 25,000 14,775 25,000 12,315 7/21/2023 1/21/2025 14 % $3.20/Share 35,000 20,103 35,000 17,319 7/26/2023 1/26/2025 14 % $3.20/Share 100,000 56,527 100,000 49,747 8/10/2023 2/10/2025 14 % $3.20/Share 500,000 268,545 500,000 243,625 8/24/2023 2/24/2023 14 % $3.20/Share 100,000 60,313 100,000 56,412 8/31/2023 2/28/2025 14 % $3.20/Share 100,000 60,010 100,000 56,676 $ 3,474,950 $ 2,063,102
Summary of the Company's notes payable	Balances - At Issuance Balances - 9/30/2023 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 6,592 8/11/2022 2/11/2024 10 % 150,000 88,247 150,000 22,058 8/15/2022 2/15/2024 10 % 50,000 29,513 50,000 7,373 8/31/2022 2/28/2024 10 % 80,000 45,827 80,000 12,729 9/1/2022 3/1/2024 10 % 50,000 29,922 50,000 8,316 9/7/2022 3/7/2024 10 % 50,000 29,922 50,000 8,316 9/12/2022 3/12/2024 10 % 50,000 30,316 50,000 9,266 9/29/2022 3/29/2024 10 % 100,000 59,839 100,000 19,947 11/9/2022 5/9/2024 10 % 25,000 25,000 25,000 10,416 11/15/2022 5/15/2024 10 % 100,000 100,000 100,000 41,663 7/10/2023 12/11/2023 14 % 1,563,929 1,563,929 1,563,929 393,108 $ 2,289,329 $ 539,784 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
Summary of future maturities of company debt	December 31, Amount 2023 $ 1,593,929 2024 3,319,950 2025 860,000 2026 - 2027 - Thereafter 20,400 5,794,279 Less - Discounts (2,602,886 ) $ 3,191,393

EQUITY (Tables)

EQUITY (Tables)	9 Months Ended
	Sep. 30, 2023
EQUITY
Schedule of 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 10,694,494 $ 0.84 3.02 Exercised - $ - - Warrants as of September 30, 2023 14,474,494 $ 0.75 1.96
Schedule of 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 1,920,000 $ 0.83 5.00 Exercised - $ - - Options as of September 30, 2023 7,204,068 $ 0.81 3.76

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2023
INTANGIBLE ASSETS
summary of intangible assets	Accumulated Type Useful Life Amount Amortization Net Development rights 2-3 years $ 769,383 $ 101,318 $ 668,065 Customer relationships 5 years 233,800 81,830 151,970 Developed technology 2 years 27,750 24,290 3,460 $ 1,030,933 $ 207,438 $ 823,495 Accumulated Type Useful Life Amount Amortization Net Development rights 2-3 years $ 119,383 $ 6,639 $ 112,744 Customer relationships 5 years 233,800 46,760 187,040 Developed technology 2 years 27,750 13,880 13,870 $ 380,933 $ 67,279 $ 313,654
Schedule of Future amortization of the intangible assets	December 31, Amount 2023 $ 83,431 2024 319,884 2025 286,852 2026 133,328 $ 823,495

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Balance	$ 722,328
Additions	8,280,670
Settlement	(5,895,190)
Change in fair value	(3,107,808)
Balance at end	$ 0

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Options	7,204,068	4,184,068
Warrants	14,474,494	3,280,000
Convertible notes payable	$ 1,085,922	$ 0
Dilutive Securities	22,764,484	7,464,068

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2023	Sep. 30, 2023	Dec. 31, 2022
FDIC coverage amount		$ 250,000
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
Reclassification in fair value of derivative liability	$ 546,654
Convertible Notes [Member]
Derivative liabilities	5,145,985
Warrants [Member]
Derivative liabilities	$ 202,551

DEBT (Details)

DEBT (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Principal	$ 2,289,329	$ 2,681,200
Discount	539,784	$ 823,059
Convertible Notes Payable Fifteen [Member]
Principal amount	25,000
Debt Discount	14,775
Principal	25,000
Discount	$ 12,315
Origination date	Jul. 07, 2023
Maturity date	Jan. 07, 2025
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable One [Member]
Principal amount	$ 74,975
Debt Discount	74,975
Principal	74,975
Discount	$ 41,155
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	$ 55,552
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	$ 583,330
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	$ 62,664
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	$ 159,666
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	$ 66,164
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	$ 53,316
Origination date	Mar. 30, 2023
Maturity date	Sep. 30, 2024
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Sixteen [Member]
Principal amount	$ 35,000
Debt Discount	20,103
Principal	35,000
Discount	$ 17,319
Origination date	Jul. 21, 2023
Maturity date	Jan. 21, 2025
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Total [Member]
Principal	$ 3,474,950
Discount	2,063,102
Convertible Notes Payable Eight [Member]
Principal amount	50,000
Debt Discount	50,000
Principal	50,000
Discount	$ 33,332
Origination date	Apr. 06, 2023
Maturity date	Oct. 06, 2024
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Nine [Member]
Principal amount	$ 400,000
Debt Discount	400,000
Principal	400,000
Discount	$ 266,668
Origination date	Apr. 07, 2023
Maturity date	Oct. 07, 2024
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Ten [Member]
Principal amount	$ 200,000
Debt Discount	200,000
Principal	200,000
Discount	$ 144,445
Origination date	May 05, 2023
Maturity date	Nov. 05, 2024
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Eleven [Member]
Principal amount	$ 50,000
Debt Discount	50,000
Principal	50,000
Discount	$ 37,388
Origination date	May 09, 2023
Maturity date	Nov. 09, 2024
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Twelve [Member]
Principal amount	$ 50,000
Debt Discount	50,000
Principal	50,000
Discount	$ 37,388
Origination date	May 12, 2023
Maturity date	Nov. 12, 2024
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Fourteen [Member]
Principal amount	$ 50,000
Debt Discount	28,334
Principal	50,000
Discount	$ 23,612
Origination date	Jun. 30, 2023
Maturity date	Dec. 30, 2024
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Thirteen [Member]
Principal amount	$ 10,000
Debt Discount	10,000
Principal	10,000
Discount	$ 7,776
Origination date	Jun. 06, 2023
Maturity date	Dec. 06, 2024
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Seventeen [Member]
Principal amount	$ 100,000
Debt Discount	56,527
Principal	100,000
Discount	$ 49,747
Origination date	Jul. 26, 2023
Maturity date	Jan. 26, 2025
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Eighteen [Member]
Principal amount	$ 500,000
Debt Discount	268,545
Principal	500,000
Discount	$ 243,625
Origination date	Aug. 10, 2023
Maturity date	Feb. 10, 2025
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Ninteen [Member]
Principal amount	$ 100,000
Debt Discount	60,313
Principal	100,000
Discount	$ 56,412
Origination date	Aug. 24, 2023
Maturity date	Feb. 24, 2023
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable [Member]
Principal amount	$ 100,000
Debt Discount	100,000
Principal	100,000
Discount	$ 54,552
Origination date	Jan. 24, 2023
Maturity date	Jul. 24, 2024
Interest Rate	14%
Conversion Rate	$ 3.20
Convertible Notes Payable Twenty [Member]
Principal amount	$ 100,000
Debt Discount	60,010
Principal	100,000
Discount	$ 56,676
Origination date	Aug. 31, 2023
Maturity date	Feb. 28, 2025
Interest Rate	14%
Conversion Rate	$ 3.20

DEBT (Details 1)

DEBT (Details 1) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Principal	$ 2,289,329	$ 2,681,200
Discount	$ 539,784	$ 823,059
Notes Payable [Member]
Origination date	May 29, 2020	May 29, 2020
Maturity date	Mar. 31, 2050	Mar. 31, 2050
Interest Rate	4%	4%
Principal	$ 20,400	$ 20,400
Principal amount	20,400	20,400
Debt Discount	0	0
Discount	$ 0	$ 0
Notes Payable One [Member]
Origination date	Jul. 29, 2022	Jan. 11, 2022
Maturity date	Jan. 29, 2024	Jan. 11, 2023
Interest Rate	10%	10%
Principal	$ 50,000	$ 1,485,000
Principal amount	50,000	1,350,000
Debt Discount	29,664	934,128
Discount	$ 6,592	$ 38,922
Notes Payable Two [Member]
Origination date	Aug. 11, 2022	Jul. 29, 2022
Maturity date	Feb. 11, 2024	Jan. 29, 2024
Interest Rate	10%	10%
Principal	$ 150,000	$ 50,000
Principal amount	150,000	50,000
Debt Discount	88,247	29,664
Discount	$ 22,058	$ 21,424
Notes Payable Three [Member]
Origination date	Aug. 15, 2022	Aug. 11, 2022
Maturity date	Feb. 15, 2024	Feb. 11, 2024
Interest Rate	10%	10%
Principal	$ 50,000	$ 150,000
Principal amount	50,000	150,000
Debt Discount	29,513	88,247
Discount	$ 7,373	$ 66,185
Notes Payable Four [Member]
Origination date	Aug. 31, 2022	Aug. 15, 2022
Maturity date	Feb. 28, 2024	Feb. 15, 2024
Interest Rate	10%	10%
Principal	$ 80,000	$ 50,000
Principal amount	80,000	50,000
Debt Discount	45,827	29,513
Discount	$ 12,729	$ 22,133
Notes Payable Five [Member]
Origination date	Sep. 01, 2022	Aug. 31, 2022
Maturity date	Mar. 01, 2024	Feb. 28, 2024
Interest Rate	10%	10%
Principal	$ 50,000	$ 80,000
Principal amount	50,000	80,000
Debt Discount	29,922	45,827
Discount	$ 8,316	$ 35,643
Notes Payable Six [Member]
Origination date	Sep. 07, 2022	Sep. 01, 2022
Maturity date	Mar. 07, 2024	Mar. 01, 2024
Interest Rate	10%	10%
Principal	$ 50,000	$ 50,000
Principal amount	50,000	50,000
Debt Discount	29,922	29,922
Discount	$ 8,316	$ 23,274
Notes Payable Seven [Member]
Origination date	Sep. 12, 2022	Sep. 07, 2022
Maturity date	Mar. 12, 2024	Mar. 07, 2024
Interest Rate	10%	10%
Principal	$ 50,000	$ 50,000
Principal amount	50,000	50,000
Debt Discount	30,316	29,922
Discount	$ 9,266	$ 23,274
Notes Payable Eight [Member]
Origination date	Sep. 29, 2022	Sep. 12, 2022
Maturity date	Mar. 29, 2024	Mar. 12, 2024
Interest Rate	10%	10%
Principal	$ 100,000	$ 50,000
Principal amount	100,000	50,000
Debt Discount	59,839	30,316
Discount	$ 19,947	$ 24,422
Notes Payable Nine [Member]
Origination date	Nov. 09, 2022	Sep. 29, 2022
Maturity date	May 09, 2024	Mar. 29, 2024
Interest Rate	10%	10%
Principal	$ 25,000	$ 100,000
Principal amount	25,000	100,000
Debt Discount	25,000	59,839
Discount	$ 10,416	$ 49,866
Notes Payable Ten [Member]
Origination date	Nov. 15, 2022	Nov. 07, 2022
Maturity date	May 15, 2024	Nov. 07, 2023
Interest Rate	10%	7%
Principal	$ 100,000	$ 235,400
Principal amount	100,000	200,000
Debt Discount	100,000	220,000
Discount	$ 41,663	$ 192,499
Notes Payable Eleven [Member]
Origination date	Jul. 10, 2023	Nov. 09, 2022
Maturity date	Dec. 11, 2023	May 09, 2024
Interest Rate	14%	10%
Principal	$ 1,563,929	$ 25,000
Principal amount	1,563,929	25,000
Debt Discount	1,563,929	25,000
Discount	$ 393,108	$ 22,917
Notes Payable Twelve [Member]
Origination date		Nov. 15, 2022
Maturity date		May 15, 2024
Interest Rate		10%
Principal		$ 100,000
Principal amount		100,000
Debt Discount		100,000
Discount		$ 91,667
Notes Payable Thirteen [Member]
Origination date		Dec. 21, 2022
Maturity date		Dec. 21, 2023
Interest Rate		7%
Principal		$ 235,400
Principal amount		200,000
Debt Discount		220,000
Discount		$ 210,833

DEBT (Details 2)

DEBT (Details 2)	Jun. 30, 2023 USD ($)
DEBT
2023	$ 1,593,929
2024	3,319,950
2025	860,000
2026	0
2027	0
Thereafter	20,400
Future maturity	5,794,279
Less - Discounts	(2,602,886)
Net future maturity	$ 3,191,393

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($)			1 Months Ended	9 Months Ended
	Jul. 10, 2023	Jan. 11, 2023	May 29, 2020	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Oct. 03, 2014
Note Interest Rate			3.75%				8%
Exercisable price per share						$ 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
Outstanding principal and accrued interest, total				31,408		$ 42,130
Net proceeds from the convertible notes recognized as financing costs				$ 3,474,950	$ 0
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 June 6 2023 [Member]
Note Interest Rate				14%
Convertible notes payable				$ 2,564,950
Net proceeds from the convertible notes recognized as financing costs				2,406,675
Additional discount on debt				2,564,950
Vested warrants, value				$ 4,510,387
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 5,129,900 warrants to purchase shares of common stock exercisable at $0.85 per share
Additional discount amount on notes				$ 508,607
Derivative liability values vested				$ 1,160,925
June 30 2023 [Member]
Note Interest Rate				14%
Convertible notes payable				$ 910,000
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 issuance and are convertible at $3.20 per share of common stock
Description of warrants				the Company issued a total of 1,820,000 warrants exercisable at $0.85 per share which expire two years from issuance
P C Ventures [Member]
Exercisable price per share	$ 0.25	$ 0.85
Accrued and unpaid interest		$ 78,929
Warrants to purchase shares	2,700,000	3,127,858
Additional debt discount		$ 1,563,929
Outstanding principal balance	$ 1,563,929
Interest rate		14%
Warrants vested, value		$ 3,309,045
Warrants revalued, Value	1,825,800
Additional discount on debt				$ 1,563,929
Net proceeds from the notes recognized as financing costs				$ 1,745,116
Discount on the note	$ 842,375
CEO Member | From January 24 2023 to June 6 2023 [Member]
Note Interest Rate				14%
Convertible notes payable				$ 100,000
Net proceeds from the convertible notes recognized as financing costs				131,749
Additional discount on debt				$ 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
Warrants issued				200,000
Derivative liability values				$ 22,569

EQUITY (Details)

EQUITY (Details) - Company Warrants [Member]	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Warrants, Number of Shares beginning | shares	3,780,000
Issued | shares	10,694,494
Exercised | shares	0
Warrants, Number of Shares ending | shares	14,474,494
Weighted Average Exercise Price, beginning | $ / shares	$ 0.48
Issued in Period, Weighted Average Exercise Price | $ / shares	0.84
Exercise in Period, Weighted Average Exercise Price | $ / shares	0
Weighted Average Exercise Price, ending | $ / shares	$ 0.75
Warrants,Weighted Average Remaining Life beginning	10 months 13 days
Issued, Weighted average remaining life	3 years 7 days
Warrants,Weighted Average Remaining Life ending	1 year 11 months 15 days

EQUITY (Details 1)

EQUITY (Details 1) - Company Options [Member]	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Warrants, Number of Shares begnning | shares	5,284,068
Issued | shares	1,920,000
Exercised | shares	0
Warrants, Number of Shares ending | shares	7,204,068
Weighted Average Exercise Price, beginning | $ / shares	$ 0.80
Issued in Period, Weighted Average Exercise Price | $ / shares	0.83
Exercise in Period, Weighted Average Exercise Price | $ / shares	0
Weighted Average Exercise Price, ending | $ / shares	$ 0.81
Options, Weighted Average Remaining Life beginning	4 years 2 months 1 day
Issued, Weighted average remaining life	5 years
Options, Weighted Average Remaining Life ending	3 years 9 months 3 days

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)		1 Months Ended							7 Months Ended	9 Months Ended	12 Months Ended
	Jan. 11, 2023	Aug. 30, 2023	Jul. 31, 2023	Jun. 30, 2023	Apr. 30, 2023	Mar. 31, 2023	Jan. 31, 2023	Jan. 24, 2023	Sep. 30, 2023	Sep. 30, 2023	Dec. 31, 2022
Shares of common Stock issued						17,045	4,245				1,200,000
Accrued interest							$ 7,589
Common Stock, value						$ 15,000	$ 4,500
Warrant issued value					$ 375,000
Unvested options expense										$ 2,602,630
Options to purchase shares										3,617,041
Warrants issued							5,655
Options to purchase shares of common stock remained unvested										3,587,027
Risk free interest rate, maximum											4.73%
Risk free interest rate, minimum											4.41%
Expected volatility rate, minimum											164%
Expected volatility rate, maximum											379%
Todd Michaels [Member]
Shares of common Stock issued				362,319
Vested, number of shares				250,000
Note Agreement [Member]
Warrant issued value	$ 3,309,000				$ 47,858			$ 6,949,900
Warrants purchase shares					58,496			200,000
Warrants issued	3,127,858							5,671,000
Exercise price					$ 0.85
Warrants [Member]
Risk free interest rate, maximum										5%
Risk free interest rate, minimum										3.66%
Expected volatility rate, minimum										195%
Expected volatility rate, maximum										346%
Warrants [Member] | Minimum [Member]
Fair value assumptions, expected term										24 years
Exercise price										$ 0.70
Warrants [Member] | Maximum [Member]
Fair value assumptions, expected term										60 years
Exercise price										$ 0.85
Note Agreement 2 [Member]
Warrant issued value		$ 329,434	$ 35,952
Warrants purchase shares		500,000	58,240
Exercise price		$ 0.70	$ 0.70
Option [Member] | Minimum [Member]
Stock issued options										5,000,000
Fair value assumptions, expected term									12 years
Exercise price									$ 0.54	$ 0.54
Option [Member] | Maximum [Member]
Stock issued options										10,000,000
Fair value assumptions, expected term									36 years
Exercise price									$ 0.99	$ 0.99
Five NonExcecutive Agreement [Member]
Vested, number of shares					125,000
Stock issued options					500,000
Stock issued option, value					$ 425,000
Options [Member]
Common Stock, value										$ 1,549,018
Stock issued options									1,920,000	1,920,000
Options to purchase shares										250,000
Risk free interest rate, maximum										4.29%
Risk free interest rate, minimum										3.39%
Expected volatility rate, minimum										277%
Expected volatility rate, maximum										281%
Fair value assumptions, expected term										5 years
Exercise price										$ 0.77
Directors [Member]
Shares of common Stock issued					92,010
Vested, number of shares					57,507
CEO [Member]
Shares of common Stock issued					7,661
Accrued interest					$ 6,995
Common Stock, value					$ 1,350
Vested, number of shares					2,815
Noteholders [Member]
Shares of common Stock issued			28,896
Accrued interest			$ 18,537
Description Of Shares distrubuation										these shares were 1,943 shares issued to the wife of the Company’s CEO and 5,441 shares issued to the Company’s CEO

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
	Apr. 30, 2023	Jan. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Warrant issued		5,655
Warrant issued, value	$ 375,000
Accounts payable			$ 204,741		$ 204,741		$ 396,743
Operating expenses			1,820,560	$ 2,429,478	$ 4,489,070	$ 4,647,800
Todd Michaels [Member]
Common stock percentage held					10%
Advances payable			22,154		$ 22,154
Largest Shareholder [Member]
Warrant issued					100,000
Warrant issued, value					$ 200,000
Note related value			209,000		209,000
Advances payable			62,500		62,500
Accounts payable			78,346		78,346		73,000
Operating expenses					$ 4,900
Three Percent Holder [Member]
Common stock percentage held					5%
Advances payable			11,865		$ 11,865
P&C Ventures, Inc [Member]
Accounts payable			70,000		70,000
Operating expenses					160,000
Elysian Fields Disposal [Member]
Accounts payable			258,000		258,000		$ 256,000
Operating expenses					3,000
Michaels Consulting [Member]
Accounts payable			344,000		344,000
CEO [Member]
Accrued bonus compensation			150,000		150,000
CFO [Member]
Accrued bonus compensation			$ 115,000		$ 115,000

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Intangible assets, Gross Amount	$ 1,030,933	$ 380,933
Intangible assets, Accumulated Amortization	207,438	67,279
Intangible assets, Net	823,495	313,654
Development Rights [Member]
Intangible assets, Gross Amount	769,383	119,383
Intangible assets, Accumulated Amortization	101,318	6,639
Intangible assets, Net	$ 668,065	$ 112,744
Development Rights [Member] | Maximum [Member]
Intangible assets, Useful Life	3 years	3 years
Development Rights [Member] | Minimum [Member]
Intangible assets, Useful Life	2 years	2 years
Customer Relationships [Member]
Intangible assets, Useful Life	5 years	5 years
Intangible assets, Gross Amount	$ 233,800	$ 233,800
Intangible assets, Accumulated Amortization	81,830	46,760
Intangible assets, Net	$ 151,970	$ 187,040
Developed Technology [Member]
Intangible assets, Useful Life	2 years	2 years
Intangible assets, Gross Amount	$ 27,750	$ 27,750
Intangible assets, Accumulated Amortization	24,290	13,880
Intangible assets, Net	$ 3,460	$ 13,870

INTANGIBLE ASSETS (Details 1)

INTANGIBLE ASSETS (Details 1) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
INTANGIBLE ASSETS
2023	$ 83,431
2024	319,884
2025	286,852
2026	133,328
Total	$ 823,495	$ 313,654

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)		1 Months Ended					9 Months Ended		12 Months Ended
	Oct. 10, 2023	Nov. 07, 2023	Oct. 31, 2023	Apr. 30, 2023	Mar. 31, 2023	Jan. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Shares of common Stock issued					17,045	4,245			1,200,000
Note payable							$ 0	$ 1,930,000
Proceeds from Convertible Notes Payable							$ 3,474,950	$ 0
Exercisable price per share									$ 1.06
Warrant issued value				$ 375,000
Subsequent Event [Member]
Warrants to purchase shares	750,000	1,250,000	72,329
Shares of common Stock issued			33,911
Note payable	$ 375,000	$ 439,295
Proceeds from Convertible Notes Payable		$ 625,000
Convertible note payable, percentage	14%	14%
Options to purchase common stock, shares			250,000
Exercisable price per share	$ 0.85	$ 0.85	$ 0.86
Convertible common stock per share	$ 3.20	$ 3.20	$ 0.85
Warrant issued value		$ 1,558,376