Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 28, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Entity Registrant Name | CORRELATE ENERGY CORP. | ||
Entity Central Index Key | 0001108645 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Dec. 31, 2023 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Entity Common Stock Shares Outstanding | 40,122,009 | ||
Entity Public Float | $ 14,352,545 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Fin Stmt Error Correction Flag | false | ||
Entity File Number | 000-55825 | ||
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 | ||
Auditor Name | Turner, Stone & Company, L.L.P. | ||
Auditor Firm Id | 76 | ||
Local Phone Number | 264-4060 | ||
Security 12g Title | Common Stock, par value $.0001 per share | ||
Entity Interactive Data Current | Yes | ||
Auditor Location | Dallas, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash | $ 1,412,379 | $ 96,308 |
Accounts receivable | 408,816 | 0 |
Contract assets | 53,445 | 684,185 |
Prepaid expenses and other current assets | 1,010,781 | 395,953 |
Total current assets | 2,885,421 | 1,176,446 |
Property and equipment | ||
Property and equipment, net | 172,354 | 4,004 |
Total property and equipment | 172,354 | 4,004 |
Other assets | ||
Intangible assets - customer relationships, net | 140,280 | 187,040 |
Intangible assets - developed technology, net | 0 | 13,870 |
Intangible assets - development rights, net | 599,784 | 112,744 |
Goodwill | 762,851 | 762,851 |
Total other assets | 1,502,915 | 1,076,505 |
Total assets | 4,560,690 | 2,256,955 |
Current liabilities | ||
Accounts payable | 304,400 | 396,743 |
Accounts payable, related party | 800,346 | 673,000 |
Accrued expenses | 1,136,099 | 1,285,898 |
Customer deposits | 1,787,739 | 0 |
Shareholder advances | 96,519 | 96,519 |
Line of credit | 30,000 | 30,000 |
Notes payable, current portion, net of discount | 1,229,773 | 1,513,546 |
Convertible notes payable, current portion, net of discount | 1,420,160 | 0 |
Derivative liability | 0 | 722,328 |
Total current liabilities | 6,805,036 | 4,718,034 |
Notes payable, net of current portion and discount | 0 | 344,595 |
Convertible notes payable, net of current portion and discount | 935,307 | 0 |
Total liabilities | 7,740,343 | 5,062,629 |
Stockholders' deficit | ||
Preferred stock $0.0001 par value; authorized 50,000,000 shares with -0- issued and outstanding at December 31, 2023 and 2022, respectively | 0 | 0 |
Common stock $0.0001 par value; authorized 400,000,000 shares with 36,270,674 and 35,323,626 shares issued and outstanding at December 31, 2023 and 2022, respectively | 3,627 | 3,532 |
Additional paid-in capital | 17,873,545 | 5,459,220 |
Accumulated deficit | (21,056,825) | (8,268,426) |
Total stockholders' deficit | (3,179,653) | (2,805,674) |
Total liabilities and stockholders' deficit | $ 4,560,690 | $ 2,256,955 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 36,270,674 | 35,323,626 |
Common Stock, Shares, Outstanding | 36,270,674 | 35,323,626 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Revenues | $ 7,562,982 | $ 3,403,648 |
Cost of revenues | 6,181,279 | 3,195,966 |
Gross profit | 1,381,703 | 207,682 |
Operating expenses | ||
General and administrative | 3,356,791 | 2,603,138 |
Stock-based compensation | 2,531,568 | 1,982,795 |
Legal and professional | 1,459,571 | 1,131,127 |
Depreciation and amortization | 250,558 | 68,080 |
Impairment of intangible asset | 0 | 139,700 |
Total operating expenses | 7,598,488 | 5,924,840 |
Loss from operations | (6,216,785) | (5,717,158) |
Other income (expense) | ||
Interest expense | (656,655) | (198,845) |
Amortization of debt discount | (4,866,476) | (1,019,319) |
Financing costs | (4,156,291) | (368,118) |
Change in fair value of derivative liability | 3,107,808 | 140,532 |
Total other income (expense) | (6,571,614) | (1,445,750) |
Net loss | $ (12,788,399) | $ (7,162,908) |
Loss per share | $ (0.36) | $ (0.20) |
Weighted average shares outstanding - basic | 36,010,459 | 34,958,482 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) - 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 |
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 | 0 | $ 3,464 | 0 | 0 | $ (3,464) |
Issuance of shares for cash | 150,000 | 0 | $ 0 | 150,000 | 0 | 0 |
Issuance of shares for services, shares | 500,000 | |||||
Issuance of shares for services, amount | 500,000 | 0 | $ 50 | 499,950 | 0 | 0 |
Issuance of shares for financing costs, shares | 23,706 | |||||
Issuance of shares for financing costs, amount | 30,258 | 0 | $ 2 | 30,256 | 0 | 0 |
Issuance of shares in connection with debt, shares | 160,000 | |||||
Issuance of shares in connection with debt, amount | 0 | 0 | $ 16 | (16) | 0 | 0 |
Issuance of warrants in connection with debt | 1,142,378 | 0 | 0 | 1,142,378 | 0 | 0 |
Issuance of warrants for acquisition of intangibles | 119,383 | 0 | 0 | 119,383 | 0 | 0 |
Stock-based compensation | 1,982,795 | 0 | 0 | 1,982,795 | 0 | 0 |
Net loss | (7,162,908) | 0 | $ 0 | 0 | (7,162,908) | 0 |
Settlement of derivative liability | 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 |
Issuance of shares for services, shares | 572,351 | |||||
Issuance of shares for services, amount | 270,615 | 0 | $ 58 | 270,557 | 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 in connection with debt, shares | 1,200,000 | |||||
Issuance of shares in connection with debt, amount | 0 | 0 | $ 120 | (120) | 0 | 0 |
Issuance of warrants in connection with debt | 3,343,577 | 0 | 0 | 3,343,577 | 0 | 0 |
Stock-based compensation | 2,531,568 | 0 | 0 | 2,531,568 | 0 | 0 |
Net loss | (12,788,399) | 0 | $ 0 | 0 | (12,788,399) | 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 | 57,506 | 0 | $ 9 | 57,497 | 0 | 0 |
Issuance of shares for the payment of accrued interest, shares | 76,123 | |||||
Issuance of shares for the payment of accrued interest, amount | 61,464 | 0 | $ 8 | 61,456 | 0 | 0 |
Return of shares in connection with debt, shares | (1,360,000) | |||||
Return of shares in connection with debt, amount | 0 | 0 | $ (136) | 136 | 0 | 0 |
Settlement of derivative liability | 5,895,190 | $ 0 | $ 0 | 5,895,190 | 0 | 0 |
Balance, shares at Dec. 31, 2023 | 36,270,674 | |||||
Balance, amount at Dec. 31, 2023 | $ (3,179,653) | $ 3,627 | $ 17,873,545 | $ (21,056,825) | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating activities | ||
Net loss | $ (12,788,399) | $ (7,162,908) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 250,558 | 68,080 |
Bad debt expense | 0 | 38,352 |
Impairment of intangible asset | 0 | 139,700 |
Amortization of debt discount | 4,866,476 | 1,019,319 |
Stock issued for services | 270,614 | 500,000 |
Stock-based compensation | 2,531,568 | 1,982,795 |
Financing costs | 4,156,291 | 368,118 |
Change in fair value of derivative liability | (3,107,808) | (140,532) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (408,816) | 2,455 |
Contract assets | 630,740 | (684,185) |
Prepaid expenses and other current assets | (614,828) | (395,953) |
Accounts payable | 35,003 | 250,330 |
Accrued expenses | (9,406) | 1,258,353 |
Customer deposits | 1,787,739 | 0 |
Net cash used in operating activities | (2,400,268) | (2,756,076) |
Investing activities | ||
Purchase of property and equipment | (137,811) | (4,805) |
Purchase of intangible assets | (400,000) | 0 |
Net cash used in investing activities | (537,811) | (4,805) |
Financing activities | ||
Proceeds from issuance of notes payable | 0 | 2,455,000 |
Proceeds from issuance of convertible notes payable | 4,724,950 | 0 |
Repayment of notes payable | (470,800) | 0 |
Proceeds from issuance of common stock | 0 | 150,000 |
Net cash provided by financing activities | 4,254,150 | 2,605,000 |
Net increase (decrease) in cash | 1,316,071 | (155,881) |
Cash - beginning of the year | 96,308 | 252,189 |
Cash - end of the year | 1,412,379 | 96,308 |
Cash paid for income taxes | 0 | 0 |
Cash paid for interest | 399,003 | 74,515 |
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 | 61,464 | 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 | 16 |
Return of returnable shares issued in connection with notes payable | 136 | 0 |
Discount on note payable from issuance of warrants | 3,343,577 | 1,142,378 |
Discount on note payable from derivative liability | 0 | 525,000 |
Original issuance discount on note payable | 0 | 175,000 |
Warrants issued for intangible assets | 0 | 119,383 |
Guaranteed interest on note payable | $ 0 | $ 30,800 |
NATURE OF THE ORGANIZATION AND
NATURE OF THE ORGANIZATION AND BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
NATURE OF THE ORGANIZATION AND BUSINESS | |
NATURE OF THE ORGANIZATION AND BUSINESS | NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS Name Change Effective April 11, 2022, Triccar, Inc. (“TCCR”) changed its name to Correlate Infrastructure Partners Inc. On June 8, 2023, Correlate Energy Corp. (the "Company" or “CIPI”) 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. Nature of the Business The accompanying consolidated financial statements include the accounts of the Company, and its subsidiaries Correlate, Inc. (“Correlate”), a Delaware corporation, and Loyal Enterprises LLC dba Solar Site Design (“Loyal”), a Tennessee limited liability company. Correlate 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 in 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 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (“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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents as of December 31, 2023 and 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. Accounts Receivable Accounts receivable consists of invoiced and unpaid sales. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends. Accounts are considered delinquent when payments have not been received within the agreed upon terms and are written off when management determines that collection is not probable. During the years ended December 31, 2023 and 2022, the Company recorded bad debt expenses totaling $-0- and $38,352, respectively. As of December 31, 2023 and 2022, the Company’s allowance for doubtful accounts was $-0- and $90,189, respectively. Contract Assets The Company’s contracts with customers contain milestone payments which do not coincide with revenue recognition. Accordingly, contract assets consist of earned but unbilled revenues. Property and Equipment Property and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Goodwill Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. Intangible Assets Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. As described in Note 1, Loyal assets and operations were transferred to Correlate in November 2022 and Loyal was dissolved. Management determined the trademark/trade name intangible asset related to Loyal was impaired and recorded an impairment expense of $139,700. Impairment Assessment The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset's carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. When assessing goodwill for impairment, the Company uses qualitative and, if necessary, quantitative methods in accordance with FASB ASC 350, “Goodwill.” Customer Deposits The Company’s contracts with customers contain milestone payments which do not coincide with revenue recognition. Accordingly, customer deposits consist of customer payments received prior to the performance of contractual obligations. 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 EPC services are typically less than one year in duration and require us to a) provide engineering services, b) purchase and obtain materials, and c) install equipment and materials to agreed-upon specifications. The EPC agreement typically may be terminated by either party in connection with a breach of the agreement that has not been timely cured, or at any time by either party provided all payments required to be made to the other party have been made, including expense reimbursement and other costs incurred by the non-terminating party in connection with preparing to provide services pursuant to the EPC agreement. The majority of our contracts provide an integrated service to the customer that includes multiple services: origination, design, analyzing, engineering, equipment procurement, construction, and testing services. For revenue recognition, we do not consider the integrated services to be distinct, combining separate scopes of work into a single commercial benefit for the customer. As a result, we typically identify a single performance obligation in our contracts. The Company recognizes revenue using the input method, by obtaining information from its subcontractors every reporting period on the progress of the project and multiplying the percentage completed (calculated based on costs incurred to date compared to total estimated costs) by the estimated total project revenue. The Company’s contracts for consulting services require us to assist the client in achieving certain defined project milestones. The consulting agreements typically may be terminated by either party in connection with a breach of the agreement that has not been timely cured, or at any time by either party provided all payments required to be made to the other party have been made, including expense reimbursement and other costs incurred by the non-terminating party in connection with preparing to provide services pursuant to the agreement. Revenues are recognized over time as the Company performs the consulting services and value is provided to the client. Financial Instruments The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in the accompanying consolidated balance sheets approximates fair value. Fair Value Measurement ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair values, but GAAP provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our consolidated balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.” Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s consolidated balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred. Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The Company did not have any Level 1 or Level 2 assets and liabilities at December 31, 2023 or 2022. The Derivative liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the years ended December 31, 2023 and 2022: Balance - January 1, 2022 $ - Additions 862,860 Change in fair value (140,532 ) Balance - December 31, 2022 $ 722,328 Additions 8,280,670 Settlement (5,895,190 ) Change in fair value (3,107,808 ) Balance - December 31, 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. On 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 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 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 year. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company had potential additional dilutive securities outstanding at December 31, 2023 and 2022 as follows. December 31, December 31, 2023 2022 Options 9,024,068 5,284,068 Warrants 17,046,823 3,780,000 Convertible notes payable 1,476,547 440,000 27,547,438 9,504,068 Recently Issued Accounting Standards During the year ended December 31, 2023, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. Subsequent Events The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure or adjustment consideration. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | NOTE 3 – COMMITMENTS AND CONTINGENCIES From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that the Company believes could have a material adverse effect on its financial condition or results of operations. Executive Employment Agreements On December 28, 2021, the Company entered into an employment agreement with Mr. Todd Michaels, President and CEO and a member of the Board, providing for an annual salary of $250,000 per year. As part of the agreement, the Company issued Mr. Michaels 1,000,000 options exercisable at $0.52 per share for ten years. The options, valued at approximately $469,000 on the issuance date, vest monthly over 36 months beginning one month from issuance. On December 28, 2021, the Company entered into an employment agreement with Mr. Jason Loyet, Director of Commercial Solar and a member of the Board, providing for an annual salary of $150,000 per year. As part of the agreement, the Company issued Mr. Loyet 1,000,000 options exercisable at $0.52 per share for ten years. The options, valued at approximately $469,000 on the issuance date, vest monthly over 36 months beginning one month from issuance. On January 18, 2022, the Company entered into an employment agreement with Mr. Channing Chen, Former CFO, providing for an annual salary of $200,000 per year. As part of the agreement, the Company issued Mr. Chen 1,000,000 options exercisable at $0.96 per share for ten years. The options, valued at approximately $868,000, vest monthly over 36 months from issuance. Mr. Chen resigned as CFO on August 31, 2023. On August 24, 2023, the Company entered into an employment agreement with Mr. Johan ver Loren van Themaat, CFO, providing for an annual salary of $250,000 per year. As part of the agreement, the Company issued Mr. Themaat 500,000 options exercisable at $0.89 per share for ten years. The options, valued at approximately $444,000, vest monthly over 36 months from issuance. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
DEBT | |
DEBT | NOTE 4 – DEBT Notes Payable On May 29, 2020, Loyal received a $20,400 Economic Injury Disaster Loan through the Small Business Administration. The note bears interest at 3.75% until maturity in March 2050. The note requires $100 monthly payments beginning in May 2022 until maturity. On January 11, 2022, the Company entered into a 10% note agreement with P&C Ventures, Inc. totaling $1,485,000, including an original issuance discount of $135,000. The note requires quarterly interest payments with the principal due at maturity on January 11, 2023. In connection with the note agreement, the Company issued P&C Ventures, Inc., 2,700,000 warrants exercisable at $0.25 per share (Note 5). The warrants were fully vested at issuance and expire on July 11, 2023. The warrants, valued at approximately $1,958,000, represented approximately 59% of the total consideration received and resulted in an additional discount on the note totaling $799,128 pursuant to ASC 470-20-30, “Debt”. 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 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. On December 8, 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 December 11, 2023 to July 8, 2024. 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 December 11, 2023 to January 15, 2027. The extension of the warrants, which were revalued at $3,762,987, resulted in a discount on the note totaling $1,104,775 pursuant to ASC 470-20-30. From July 29, 2022 to September 29, 2022, the Company entered into eight 10% note agreements totaling $580,000. The notes, which have identical terms, require quarterly interest payments with the principal due at maturity eighteen months from issuance. In connection with the note agreements, the Company issued a total of 580,000 warrants exercisable at $1.00 per share (Note 5). The warrants were fully vested at issuance and expire from January 29, 2024 to September 29, 2024. The warrants, valued at approximately $842,000, represented approximately 59% of the total consideration received and resulted in an additional discount on the notes totaling $343,250 pursuant to ASC 470-20-30. Included in the note agreements is a note with the wife of the Company’s CEO, as further detailed in Note 7. On November 7, 2022 and December 21, 2022, the Company entered into two 7% note agreements totaling $440,000, including $400,000 in cash proceeds and $40,000 original issuance discount. Additionally, $15,400 in guaranteed interest was added to the principal balance at issuance. The notes, which have identical terms, each require ten monthly payments of $23,540 beginning 90 days from the issuance date with the final payment due at maturity twelve months from issuance. The note agreements contained a default provision meeting the definition of a derivative liability which had valuations totaling $355,860 at issuance. In connection with the note agreements, the Company issued a total of 300,000 warrants exercisable at $1.00 per share (Note 5). The warrants were fully vested at issuance and expire from November 7, 2024 to December 21, 2024. At issuance, the warrants, valued at $343,909, were recorded as derivative liabilities pursuant to the Company’s contract ordering policy. In total, the derivative liabilities associated with the two notes totaled $699,769 at issuance and resulted in additional debt discounts totaling $400,000, which were limited to the net proceeds from the notes, with the remaining $299,769 recognized as financing costs. Further, the Company issued a total of 23,706 shares of common stock with a total value of $30,256 for financing costs and a total of 160,000 shares of common stock for returnable commitment shares. From November 9, 2022 to November 15, 2022, the Company entered into two 10% note agreements totaling $125,000. The notes, which have identical terms, require quarterly interest payments with the principal due at maturity eighteen months from issuance. In connection with the note agreements, the Company issued a total of 125,000 warrants exercisable at $1.00 per share (Note 5). The warrants were fully vested at issuance and expire from January 29, 2024 to November 15, 2024. At issuance, the warrants, valued at $163,091, were recorded as derivative liabilities pursuant to the Company’s contract ordering policy and resulted in additional debt discounts totaling $125,000, which were limited to the net proceeds from the notes, with the remaining $38,091 recognized as financing costs. Included in the note agreements is a $25,000 note with the Company’s largest shareholder, as further detailed in Note 7. The following table presents a summary of the Company’s notes payable at December 31, 2023: Balances - At Issuance Balances - 12/31/2023 Origination Maturity Interest Principal Discount Principal Discount 5/29/2020 3/31/2050 4 % $ 20,400 $ - $ 20,400 $ - 7/29/2022 1/29/2024 10 % 50,000 29,664 50,000 1,648 8/11/2022 2/11/2024 10 % 150,000 88,247 150,000 7,876 8/15/2022 2/15/2024 10 % 50,000 29,513 50,000 2,630 8/31/2022 2/28/2024 10 % 80,000 45,827 80,000 5,091 9/1/2022 3/1/2024 10 % 50,000 29,922 50,000 3,661 9/7/2022 3/7/2024 10 % 50,000 29,922 50,000 3,658 9/12/2022 3/12/2024 10 % 50,000 30,316 50,000 4,382 9/29/2022 3/29/2024 10 % 100,000 59,839 100,000 9,974 11/9/2022 5/9/2024 10 % 25,000 25,000 25,000 6,372 11/15/2022 5/15/2024 10 % 100,000 100,000 100,000 25,486 12/8/2023 7/8/2024 14 % 1,563,929 1,563,929 1,563,929 988,778 $ 2,289,329 $ 1,059,556 The following table presents a summary of the Company’s notes payable at December 31, 2022: Balances - At Issuance Balances - 12/31/2022 Origination Maturity Interest Rate Principal Discount Principal Discount 5/29/2020 3/31/2050 4 % $ 20,400 $ - $ 20,400 $ - 1/11/2022 1/11/2023 10 % 1,350,000 934,128 1,485,000 38,922 7/29/2022 1/29/2024 10 % 50,000 29,664 50,000 21,424 8/11/2022 2/11/2024 10 % 150,000 88,247 150,000 66,185 8/15/2022 2/15/2024 10 % 50,000 29,513 50,000 22,133 8/31/2022 2/28/2024 10 % 80,000 45,827 80,000 35,643 9/1/2022 3/1/2024 10 % 50,000 29,922 50,000 23,274 9/7/2022 3/7/2024 10 % 50,000 29,922 50,000 23,274 9/12/2022 3/12/2024 10 % 50,000 30,316 50,000 24,422 9/29/2022 3/29/2024 10 % 100,000 59,839 100,000 49,866 11/7/2022 11/7/2023 7 % 200,000 220,000 235,400 192,499 11/9/2022 5/9/2024 10 % 25,000 25,000 25,000 22,917 11/15/2022 5/15/2024 10 % 100,000 100,000 100,000 91,667 12/21/2022 12/21/2023 7 % 200,000 220,000 235,400 210,833 $ 2,475,400 $ 1,842,378 $ 2,681,200 $ 823,059 Line of Credit On October 3, 2014, Loyal entered into a $30,000 line of credit agreement with a former member of Loyal. The line of credit has no maturity with interest at 8.00%. As of December 31, 2023 and 2022, the outstanding principal and accrued interest totaled $33,021 and $42,130, respectively. 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 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 consolidated statements of operations. From June 30, 2023 to December 18, 2023, the Company entered into fifteen 14% convertible note payable agreements with proceeds totaling $2,160,000. 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 4,320,000 warrants exercisable at $0.85 per share which expire two years from issuance. The warrants, which were immediately vested, were valued at $4,308,264 and resulted in additional discount on the notes totaling $1,396,427 pursuant to ASC 470-20-30. The following table presents a summary of the Company’s convertible notes payable at December 31, 2023: Balances - At Issuance Balances - 12/31/2023 Origination Maturity Interest Conversion Rate Principal Discount Principal Discount 1/24/2023 7/24/2024 14 % $3.20/Share $ 100,000 $ 100,000 $ 100,000 $ 37,884 1/25/2023 7/25/2024 14 % $3.20/Share 74,975 74,975 74,975 28,660 1/30/2023 7/30/2024 14 % $3.20/Share 100,000 100,000 100,000 38,884 2/17/2023 8/17/2024 14 % $3.20/Share 1,000,000 1,000,000 1,000,000 416,663 3/7/2023 9/7/2024 14 % $3.20/Share 100,000 100,000 100,000 45,996 3/14/2023 9/10/2024 14 % $3.20/Share 250,000 250,000 250,000 117,999 3/27/2023 9/27/2024 14 % $3.20/Share 100,000 100,000 100,000 49,496 3/30/2023 9/30/2024 14 % $3.20/Share 79,975 79,975 79,975 39,987 4/6/2023 10/6/2024 14 % $3.20/Share 50,000 50,000 50,000 24,998 4/7/2023 10/7/2024 14 % $3.20/Share 400,000 400,000 400,000 200,002 5/5/2023 11/5/2024 14 % $3.20/Share 200,000 200,000 200,000 111,112 5/9/2023 11/9/2024 14 % $3.20/Share 50,000 50,000 50,000 29,054 5/12/2023 11/12/2024 14 % $3.20/Share 50,000 50,000 50,000 29,054 6/6/2023 12/6/2024 14 % $3.20/Share 10,000 10,000 10,000 6,108 6/30/2023 12/30/2024 14 % $3.20/Share 50,000 28,334 50,000 18,893 7/7/2023 1/7/2025 14 % $3.20/Share 25,000 14,775 25,000 9,853 7/21/2023 1/21/2025 14 % $3.20/Share 35,000 20,103 35,000 13,969 7/26/2023 1/26/2025 14 % $3.20/Share 100,000 56,527 100,000 40,326 8/10/2023 2/10/2025 14 % $3.20/Share 500,000 268,545 500,000 198,867 8/24/2023 2/24/2023 14 % $3.20/Share 100,000 60,313 100,000 46,360 8/31/2023 2/28/2025 14 % $3.20/Share 100,000 60,010 100,000 46,674 10/10/2023 4/10/2025 14 % $3.20/Share 375,000 246,871 375,000 214,871 11/3/2023 5/3/2025 14 % $3.20/Share 150,000 115,950 150,000 103,808 11/7/2023 5/7/2025 14 % $3.20/Share 50,000 38,237 50,000 35,613 11/7/2023 5/7/2025 14 % $3.20/Share 50,000 38,237 50,000 35,613 11/28/2023 5/28/2025 14 % $3.20/Share 50,000 36,925 50,000 34,674 12/4/2023 6/4/2025 14 % $3.20/Share 25,000 18,295 25,000 17,407 12/6/2023 6/8/2025 14 % $3.20/Share 500,000 358,064 500,000 342,064 12/18/2023 6/18/2025 14 % $3.20/Share 50,000 35,241 50,000 34,594 $ 4,724,950 $ 2,369,483 Future Maturities The table below summarizes future maturities of the Company’s debt as of December 31, 2023: December 31, Amount 2024 $ 4,913,879 2025 2,110,000 2026 - 2027 - 2028 - Thereafter 20,400 7,044,279 Less - Discounts (3,429,039 ) $ 3,615,240 |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
EQUITY | |
EQUITY | NOTE 5 – EQUITY The total number of common stock authorized that may be issued by the Company is four hundred million (400,000,000) shares of common stock with a par value of one hundredth of one cent ($0.0001) per share. The total number of preferred stock authorized that may be issued by the Company is fifty million (50,000,000) shares of preferred stock with a par value of one hundredth of one cent ($0.0001) per share. At January 1, 2022, common stock authorized consisted of three hundred seventy-two million five hundred thousand (372,500,000) Class A shares with 1:1 voting rights and twenty-seven million five hundred thousand (27,500,000) Class B shares with 20:1 voting rights, and fifty million (50,000,000) shares of preferred stock with a par value of one hundredth of a cent ($0.0001) per share. On April 5, 2022, the Company amended its Articles of Incorporation such that Class A or Class B common shares were eliminated and replaced by a single class of common stock with 1:1 voting rights. At December 31, 2023 and 2022, common stock authorized consisted of four hundred million (400,000,000) common shares with 1:1 voting rights and fifty million (50,000,000) shares of preferred stock with a par value of one hundredth of a cent ($0.0001) per share. To the fullest extent permitted by the laws of the state of Nevada (currently set forth in NRS 78.195), as the same now exists or may hereafter be amended or supplemented, the board of directors may fix and determine the designations, rights, preferences or other variations of each class or series within each class of capital stock of the corporation. Common Stock During January 2022, the Company received proceeds totaling $150,000 for 600,000 Class A shares issued in December 2021. During May 2022, the Company issued 500,000 shares of common stock valued at $500,000 for services. During November 2022, the Company issued 9,500 shares of common stock valued at $15,199 for financing costs and 80,000 shares of common stock for returnable commitment shares in connection with a note payable (Note 4). During December 2022, the Company issued 14,206 shares of common stock valued at $15,057 for financing costs and 80,000 shares of common stock for returnable commitment shares in connection with a note payable (Note 4). During January 2023, the Company issued 4,245 shares of common stock valued at $4,500 for financing costs. During March 2023, the Company issued 17,045 shares of common stock valued at $15,000 for services. During 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. 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, consisting of 160,000 shares issued in 2022, as noted above, and 1,200,000 shares issued in 2023, were returned to the Company and retired. During April 2023, the Company issued 92,010 shares of common stock valued at $57,506 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 December 2023, the Company issued 55,306 shares of common stock valued at $82,959 for services. During the year ended December 31, 2023, the Company paid $61,464 in accrued interest due to noteholders by issuing 76,123 shares of common stock. Included in these shares were 5,716 shares issued to the wife of the Company’s CEO and 12,410 shares issued to the Company’s CEO. Warrants During the year ended December 31, 2022, the Company calculated the fair value of the warrants granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rates ranging from 0.70% to 4.72%, volatility ranging from 326% to 428% based on the historical volatility of the Company’s common stock, exercise prices ranging from $0.25 to $1.59, and terms of 18 to 36 months. During the year ended December 31, 2023, the Company calculated the fair value of the warrants granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rates ranging from 3.66% to 5%, volatility ranging from 160% 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. During January 2022, the Company issued 2,700,000 warrants valued at approximately $1,958,000 as part of a note agreement (Note 4). From July 29, 2022 to November 15, 2022, the Company issued warrants to purchase 705,000 shares of common stock valued at approximately $1,005,000 as part of note agreements (Note 4). Included in these warrants is a warrant to purchase 25,000 shares of common stock which was issued to the Company’s largest shareholder and a warrant to purchase 50,000 shares of common stock which was issued to the wife of the Company’s CEO, as further detailed in Note 7. From November 7, 2022 to December 21, 2022, the Company issued warrants to purchase 300,000 shares of common stock valued at approximately $344,000 as part of note agreements (Note 4). During October 2022, the Company entered into an Asset Purchase Agreement whereby the Company acquired the rights to solar projects from a third party. As consideration, the Company agreed to pay the third party 25% of the developer fees received for each of the projects that are developed and issued the third party 75,000 warrants. The warrants, valued at $119,383, vested immediately and are exercisable for three years at an exercise price of $1.59 per share. 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 December 19, 2023, the Company issued warrants to purchase 9,449,900 shares of common stock valued at approximately $8,819,000 as part of note agreements (Note 4). Included in these warrants is a warrant to purchase 200,000 shares of common stock 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. During October 2023, the Company issued 72,329 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 $139,512. The table below summarizes the Company’s warrants for the year ended December 31, 2023: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Warrants as of December 31, 2022 3,780,000 $ 0.48 0.87 Issued 13,266,823 $ 0.84 2.82 Exercised - $ - - Warrants as of December 31, 2023 17,046,823 $ 0.76 1.73 The table below summarizes the Company’s warrants for the year ended December 31, 2022: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Warrants as of December 31, 2021 - $ - - Issued 3,780,000 $ 0.48 1.63 Exercised - $ - - Warrants as of December 31, 2022 3,780,000 $ 0.48 0.87 At December 31, 2022, warrants to purchase 16,671,823 shares of common stock were vested and warrants to purchase 375,000 shares of common stock remained unvested. The Company expects to incur expenses for the unvested warrants totaling $247,074 as they vest. Options During the year ended December 31, 2022, the Company calculated the fair value of the options granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rates from 1.65% to 4.24%; volatility ranging from 282% to 330% based on the historical volatility of the Company’s common stock; various exercise prices; and terms of 5 to 10 years. The fair value of options granted is expensed as vesting occurs over the applicable service periods. During the year ended December 31, 2022, the Company calculated the fair value of the options granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rates from 3.39% to 4.72%; volatility ranging from 267% to 281% based on the historical volatility of the Company’s common stock; various exercise prices; and terms of 5 years. The fair value of options granted is expensed as vesting occurs over the applicable service periods. During December 2021, the Company issued 2,000,000 options valued at approximately $938,000 as part of executive employment agreements (Note 3). During December 2021, the Company issued 1,000,000 options valued at approximately $469,000 as part of a non-executive employment agreement. During January 2022, the Company issued 1,000,000 options valued at approximately $868,000 as part of executive employment agreements (Note 3). From February to October 2022, the Company issued 395,000 options valued at approximately $473,000 as part of five non-executive employment agreements. The options vest monthly over 36 months from issuance. During February 2022, the Company issued 50,000 options valued at approximately $46,000 as part of a consulting agreement. The options vest monthly over 36 months from issuance. The agreement was terminated in September 2022 and the options were forfeited in December 2022. From May to September 2022, the Company issued 30,000 options valued at approximately $38,000 as part of three consulting agreements. The options vest monthly over 36 months from issuance. During August 2022, the Company issued 750,000 options valued at approximately $1,123,000 as part of compensation to three directors (Note 7). The options vested immediately upon issuance. 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 December 27, 2023, the Company issued 2,740,000 options to purchase shares of common stock exercisable at prices ranging from $0.54 to $1.46 per share. The options, which vest over 12 to 36 months, were valued at $2,352,636. Included in the 2,740,000 options issued above were 500,000 options to purchase shares of common stock exercisable at $0.89 per share for five years which were issued to the Company’s CFO for compensation. Included in the 2,740,000 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. During October 2023, the Company issued 1,000,000 options valued at approximately $859,000 as part of compensation to four directors (Note 7). The options vested immediately upon issuance. The following table summarizes the Company’s options for the year ended December 31, 2023: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of December 31, 2022 5,284,068 $ 0.80 4.17 Issued 3,740,000 $ 0.87 5.00 Forfeited - $ - - Exercised - $ - - Options as of December 31, 2023 9,024,068 $ 0.83 3.77 The following table summarizes the Company’s options for the year ended December 31, 2022: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of December 31, 2021 3,059,068 $ 0.52 5.08 Issued 2,225,000 $ 1.20 4.97 Forfeited - $ - - Exercised - $ - - Options as of December 31, 2022 5,284,068 $ 0.80 4.17 At December 31, 2023, options to purchase 5,253,731 shares of common stock were vested and options to purchase 3,770,337 shares of common stock remained unvested. The Company expects to incur expenses for the unvested options totaling $2,957,252 as they vest. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2023 | |
CONCENTRATIONS | |
CONCENTRATIONS | NOTE 6 – CONCENTRATIONS As of December 31, 2023 and 2022, and for the years then ended, the Company had the following revenue and accounts receivable concentrations: Revenues Accounts Receivable Customer 2023 2022 12/31/2023 12/31/2022 Customer A 88 % * * * Customer B * * 87 % * Customer C * 48 % * * Customer D * 38 % 10 % * Customer E * 12 % * * * = Less than 10% |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS Shareholder Advances and Payables At December 31, 2023 and 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. At December 31, 2023 and 2022, the Company had advances payable of $11,865 due to a significant shareholder. At December 31, 2023 and 2022, the Company had advances payable of $62,500 due to the Company’s largest shareholder. At December 31, 2023 and 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 $2,000 and $5,000 of operating expenses with the entity during the years ended December 31, 2023 and 2022, respectively. At December 31, 2023 and 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 and $23,000 of operating expenses with the entity during the years ended December 31, 2023 and 2022, respectively. At December 31, 2023, the Company had accounts payable of $120,000 due to P&C Ventures, Inc. The Company incurred $240,000 of operating expenses with P&C Ventures Inc. during the period ended December 31, 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 December 31, 2023 and 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 Mr. Cory Hunt, who was named a director of the Company on December 28, 2021, is an owner and officer of P&C Ventures, Inc. During January 2022, the Company entered into a note agreement with P&C Ventures, Inc. totaling $1,485,000 and issued 2,700,000 warrants related to the note, as disclosed in Note 4. During 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. During December 2023, the Company amended the July 2023 agreement and modified warrants related to the original note, as disclosed in Note 4. During September 2022, the Company entered into a note agreement with the wife of Mr. Michaels totaling $50,000 and issued 50,000 warrants, valued at approximately $75,000, related to the note, as disclosed in Note 4. During November 2022, the Company entered into a note agreement with the Company’s largest shareholder totaling $25,000 and issued 25,000 warrants, valued at approximately $39,000, related to the note, as disclosed in Note 4. 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. Director Options During October 2023, four of the Company’s directors, Robert Powell, Cory Hunt, Matthew Flemming, and Eli Albrecht, each received 250,000 options valued at approximately $215,000 (Note 5). The options vested immediately upon issuance. During August 2022, three of the Company’s directors, Robert Powell, Cory Hunt, and Matthew Flemming, each received 250,000 options valued at approximately $374,000 (Note 5). The options vested immediately upon issuance. Accrued Bonus At December 31, 2023, the Company had accrued bonus compensation for its CEO, CFO and former CFO of approximately $150,000, $50,000 and $115,000, respectively. At December 31, 2022, the Company had accrued bonus compensation for its CEO and former CFO of approximately $150,000 and $115,000, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | NOTE 8 – INTANGIBLE ASSETS The Company’s intangible assets as of December 31, 2023, are summarized as follows: Accumulated Type Useful Life Amount Amortization Net Development rights 2-3 years $ 769,383 $ 169,599 $ 599,784 Customer relationships 5 years 233,800 93,520 140,280 $ 1,003,183 $ 263,119 $ 740,064 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 December 31, 2023 are as follows: December 31, Amount 2024 $ 319,884 2025 286,852 2026 133,328 $ 740,064 |
INCOME TAX
INCOME TAX | 12 Months Ended |
Dec. 31, 2023 | |
INCOME TAX | |
INCOME TAX | NOTE 9 – INCOME TAX The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts are calculated for income tax purposes. The provision (benefit) for income taxes for the years ended December 31, 2023, and 2022, assumes a statutory 21%, effective tax rate for federal income taxes. 2023 2022 Federal tax statutory rate 21 % 21 % Temporary differences 1 % 5 % Permanent differences -4 % -6 % Valuation Allowance -18 % -20 % 0 % 0 % The Company had deferred income tax assets as of December 31, 2023, and 2022, as follows: 2023 2022 Deferred Tax Assets Net operating loss carryforwards $ 3,260,000 $ 1,589,000 Temporary differences 1,040,000 217,000 Permanent differences Valuation allowance (4,300,000 ) (1,806,000 ) Net deferred tax assets $ - $ - The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying financial statements. The Company’s net deferred tax asset and valuation allowance increased by $2,494,000 and $1,567,000 in the fiscal years ending December 31, 2023, and 2022, respectively. At December 31, 2023, the Company had approximately $13,899,180 in federal net operating loss carryforwards. $13,601,748 of these carry forwards are allowed to be carried forward indefinitely and are to be limited to 80% of the taxable income. The remaining amount can be carried forward for 20 years with no income limitation. Pursuant to Internal Revenue Code Section 382, the future utilization of the Company’s net operating loss carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that may have occurred previously or that could occur in the future. As of December 31, 2023, the Company had no uncertain tax positions, or interest and penalties, that qualify for either recognition or disclosure in the financial statements. The company is subject to U.S. federal, state, and local income tax examinations by tax authorities for years 2019 through 2023. The tax return for the fiscal year ended December 31, 2023, has not yet been filed. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS From January 10, 2024 to February 20, 2024, eight warrant holders cashless exercised a total of 5,307,500 warrants to purchase common stock, resulting in the issuance of 3,764,559 shares of common stock. During January 2024, two of the Company’s directors, Dr. Christine Gulbranson and Alina Zagaytova, each received 250,000 options valued at approximately $474,000. The options vested immediately upon issuance. From January 29, 2024 to March 12, 2024, the Company and seven holders of notes payable which matured between January 29, 2024 and March 12, 2024, agreed to extend the maturity of the note payables, which had outstanding principal balances totaling $480,000, by six months. The Company accounted for each amendment as an extinguishment of existing debt and issuance of new debt pursuant to ASC 470-50-40. In connection with the amendments, the Company agreed to extend the exercise date of 480,000 warrants to purchase shares of common stock, originally issued with the notes payable and set to expire on the maturity date of the notes payable, exercisable at $1.00 per share by approximately three years. The extension of the warrants, which were valued at $761,247, resulted in a discount on the notes totaling $294,017 pursuant to ASC 470-20-30. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. |
Use of Estimates | The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (“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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and Cash Equivalents | The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents as of December 31, 2023 and 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. |
Accounts Receivable | Accounts receivable consists of invoiced and unpaid sales. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends. Accounts are considered delinquent when payments have not been received within the agreed upon terms and are written off when management determines that collection is not probable. During the years ended December 31, 2023 and 2022, the Company recorded bad debt expenses totaling $-0- and $38,352, respectively. As of December 31, 2023 and 2022, the Company’s allowance for doubtful accounts was $-0- and $90,189, respectively. |
Contract Assets | The Company’s contracts with customers contain milestone payments which do not coincide with revenue recognition. Accordingly, contract assets consist of earned but unbilled revenues. |
Property and Equipment | Property and equipment are stated at historical cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. |
Goodwill | Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. |
Intangible Assets | Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. As described in Note 1, Loyal assets and operations were transferred to Correlate in November 2022 and Loyal was dissolved. Management determined the trademark/trade name intangible asset related to Loyal was impaired and recorded an impairment expense of $139,700. |
Impairment Assessment | The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset's carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. When assessing goodwill for impairment, the Company uses qualitative and, if necessary, quantitative methods in accordance with FASB ASC 350, “Goodwill.” |
Customer Deposits | The Company’s contracts with customers contain milestone payments which do not coincide with revenue recognition. Accordingly, customer deposits consist of customer payments received prior to the performance of contractual obligations. |
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 EPC services are typically less than one year in duration and require us to a) provide engineering services, b) purchase and obtain materials, and c) install equipment and materials to agreed-upon specifications. The EPC agreement typically may be terminated by either party in connection with a breach of the agreement that has not been timely cured, or at any time by either party provided all payments required to be made to the other party have been made, including expense reimbursement and other costs incurred by the non-terminating party in connection with preparing to provide services pursuant to the EPC agreement. The majority of our contracts provide an integrated service to the customer that includes multiple services: origination, design, analyzing, engineering, equipment procurement, construction, and testing services. For revenue recognition, we do not consider the integrated services to be distinct, combining separate scopes of work into a single commercial benefit for the customer. As a result, we typically identify a single performance obligation in our contracts. The Company recognizes revenue using the input method, by obtaining information from its subcontractors every reporting period on the progress of the project and multiplying the percentage completed (calculated based on costs incurred to date compared to total estimated costs) by the estimated total project revenue. The Company’s contracts for consulting services require us to assist the client in achieving certain defined project milestones. The consulting agreements typically may be terminated by either party in connection with a breach of the agreement that has not been timely cured, or at any time by either party provided all payments required to be made to the other party have been made, including expense reimbursement and other costs incurred by the non-terminating party in connection with preparing to provide services pursuant to the agreement. Revenues are recognized over time as the Company performs the consulting services and value is provided to the client. |
Financial Instruments | The Company’s financial instruments include cash and cash equivalents, receivables, payables, and debt and are accounted for under the provisions of ASC Topic 825, “Financial Instruments”. The carrying amount of these financial instruments, with the exception of discounted debt, as reflected in the accompanying consolidated balance sheets approximates fair value. |
Fair Value Measurement | ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair values, but GAAP provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our consolidated balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.” Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s consolidated balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred. Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). The Company did not have any Level 1 or Level 2 assets and liabilities at December 31, 2023 or 2022. The Derivative liabilities are Level 3 fair value measurements. The following is a summary of activity of Level 3 liabilities during the years ended December 31, 2023 and 2022: Balance - January 1, 2022 $ - Additions 862,860 Change in fair value (140,532 ) Balance - December 31, 2022 $ 722,328 Additions 8,280,670 Settlement (5,895,190 ) Change in fair value (3,107,808 ) Balance - December 31, 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. On 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 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 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 year. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company had potential additional dilutive securities outstanding at December 31, 2023 and 2022 as follows. December 31, December 31, 2023 2022 Options 9,024,068 5,284,068 Warrants 17,046,823 3,780,000 Convertible notes payable 1,476,547 440,000 27,547,438 9,504,068 |
Recently Issued Accounting Standards | During the year ended December 31, 2023, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s consolidated financial statements. |
Subsequent Events | The Company has evaluated all transactions through the date the consolidated financial statements were issued for subsequent event disclosure or adjustment consideration. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Fair Value Measurement | Balance - January 1, 2022 $ - Additions 862,860 Change in fair value (140,532 ) Balance - December 31, 2022 $ 722,328 Additions 8,280,670 Settlement (5,895,190 ) Change in fair value (3,107,808 ) Balance - December 31, 2023 $ - |
Schedule of potential additional dilutive securities outstanding | December 31, December 31, 2023 2022 Options 9,024,068 5,284,068 Warrants 17,046,823 3,780,000 Convertible notes payable 1,476,547 440,000 27,547,438 9,504,068 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
DEBT | |
Summary of the Company's notes payable | Balances - At Issuance Balances - 12/31/2023 Origination Maturity Interest Principal Discount Principal Discount 5/29/2020 3/31/2050 4 % $ 20,400 $ - $ 20,400 $ - 7/29/2022 1/29/2024 10 % 50,000 29,664 50,000 1,648 8/11/2022 2/11/2024 10 % 150,000 88,247 150,000 7,876 8/15/2022 2/15/2024 10 % 50,000 29,513 50,000 2,630 8/31/2022 2/28/2024 10 % 80,000 45,827 80,000 5,091 9/1/2022 3/1/2024 10 % 50,000 29,922 50,000 3,661 9/7/2022 3/7/2024 10 % 50,000 29,922 50,000 3,658 9/12/2022 3/12/2024 10 % 50,000 30,316 50,000 4,382 9/29/2022 3/29/2024 10 % 100,000 59,839 100,000 9,974 11/9/2022 5/9/2024 10 % 25,000 25,000 25,000 6,372 11/15/2022 5/15/2024 10 % 100,000 100,000 100,000 25,486 12/8/2023 7/8/2024 14 % 1,563,929 1,563,929 1,563,929 988,778 $ 2,289,329 $ 1,059,556 Balances - At Issuance Balances - 12/31/2022 Origination Maturity Interest Rate Principal Discount Principal Discount 5/29/2020 3/31/2050 4 % $ 20,400 $ - $ 20,400 $ - 1/11/2022 1/11/2023 10 % 1,350,000 934,128 1,485,000 38,922 7/29/2022 1/29/2024 10 % 50,000 29,664 50,000 21,424 8/11/2022 2/11/2024 10 % 150,000 88,247 150,000 66,185 8/15/2022 2/15/2024 10 % 50,000 29,513 50,000 22,133 8/31/2022 2/28/2024 10 % 80,000 45,827 80,000 35,643 9/1/2022 3/1/2024 10 % 50,000 29,922 50,000 23,274 9/7/2022 3/7/2024 10 % 50,000 29,922 50,000 23,274 9/12/2022 3/12/2024 10 % 50,000 30,316 50,000 24,422 9/29/2022 3/29/2024 10 % 100,000 59,839 100,000 49,866 11/7/2022 11/7/2023 7 % 200,000 220,000 235,400 192,499 11/9/2022 5/9/2024 10 % 25,000 25,000 25,000 22,917 11/15/2022 5/15/2024 10 % 100,000 100,000 100,000 91,667 12/21/2022 12/21/2023 7 % 200,000 220,000 235,400 210,833 $ 2,475,400 $ 1,842,378 $ 2,681,200 $ 823,059 |
Summary of the Company's convertible notes payable | Balances - At Issuance Balances - 12/31/2023 Origination Maturity Interest Conversion Rate Principal Discount Principal Discount 1/24/2023 7/24/2024 14 % $3.20/Share $ 100,000 $ 100,000 $ 100,000 $ 37,884 1/25/2023 7/25/2024 14 % $3.20/Share 74,975 74,975 74,975 28,660 1/30/2023 7/30/2024 14 % $3.20/Share 100,000 100,000 100,000 38,884 2/17/2023 8/17/2024 14 % $3.20/Share 1,000,000 1,000,000 1,000,000 416,663 3/7/2023 9/7/2024 14 % $3.20/Share 100,000 100,000 100,000 45,996 3/14/2023 9/10/2024 14 % $3.20/Share 250,000 250,000 250,000 117,999 3/27/2023 9/27/2024 14 % $3.20/Share 100,000 100,000 100,000 49,496 3/30/2023 9/30/2024 14 % $3.20/Share 79,975 79,975 79,975 39,987 4/6/2023 10/6/2024 14 % $3.20/Share 50,000 50,000 50,000 24,998 4/7/2023 10/7/2024 14 % $3.20/Share 400,000 400,000 400,000 200,002 5/5/2023 11/5/2024 14 % $3.20/Share 200,000 200,000 200,000 111,112 5/9/2023 11/9/2024 14 % $3.20/Share 50,000 50,000 50,000 29,054 5/12/2023 11/12/2024 14 % $3.20/Share 50,000 50,000 50,000 29,054 6/6/2023 12/6/2024 14 % $3.20/Share 10,000 10,000 10,000 6,108 6/30/2023 12/30/2024 14 % $3.20/Share 50,000 28,334 50,000 18,893 7/7/2023 1/7/2025 14 % $3.20/Share 25,000 14,775 25,000 9,853 7/21/2023 1/21/2025 14 % $3.20/Share 35,000 20,103 35,000 13,969 7/26/2023 1/26/2025 14 % $3.20/Share 100,000 56,527 100,000 40,326 8/10/2023 2/10/2025 14 % $3.20/Share 500,000 268,545 500,000 198,867 8/24/2023 2/24/2023 14 % $3.20/Share 100,000 60,313 100,000 46,360 8/31/2023 2/28/2025 14 % $3.20/Share 100,000 60,010 100,000 46,674 10/10/2023 4/10/2025 14 % $3.20/Share 375,000 246,871 375,000 214,871 11/3/2023 5/3/2025 14 % $3.20/Share 150,000 115,950 150,000 103,808 11/7/2023 5/7/2025 14 % $3.20/Share 50,000 38,237 50,000 35,613 11/7/2023 5/7/2025 14 % $3.20/Share 50,000 38,237 50,000 35,613 11/28/2023 5/28/2025 14 % $3.20/Share 50,000 36,925 50,000 34,674 12/4/2023 6/4/2025 14 % $3.20/Share 25,000 18,295 25,000 17,407 12/6/2023 6/8/2025 14 % $3.20/Share 500,000 358,064 500,000 342,064 12/18/2023 6/18/2025 14 % $3.20/Share 50,000 35,241 50,000 34,594 $ 4,724,950 $ 2,369,483 |
Summary of future maturities of company debt | December 31, Amount 2024 $ 4,913,879 2025 2,110,000 2026 - 2027 - 2028 - Thereafter 20,400 7,044,279 Less - Discounts (3,429,039 ) $ 3,615,240 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 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 13,266,823 $ 0.84 2.82 Exercised - $ - - Warrants as of December 31, 2023 17,046,823 $ 0.76 1.73 Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Warrants as of December 31, 2021 - $ - - Issued 3,780,000 $ 0.48 1.63 Exercised - $ - - Warrants as of December 31, 2022 3,780,000 $ 0.48 0.87 |
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 3,740,000 $ 0.87 5.00 Forfeited - $ - - Exercised - $ - - Options as of December 31, 2023 9,024,068 $ 0.83 3.77 Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (in years) Options as of December 31, 2021 3,059,068 $ 0.52 5.08 Issued 2,225,000 $ 1.20 4.97 Forfeited - $ - - Exercised - $ - - Options as of December 31, 2022 5,284,068 $ 0.80 4.17 |
CONCENTRATIONS (Tables)
CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
CONCENTRATIONS | |
Schedule of revenue and accounts receivable concentrations | Revenues Accounts Receivable Customer 2023 2022 12/31/2023 12/31/2022 Customer A 88 % * * * Customer B * * 87 % * Customer C * 48 % * * Customer D * 38 % 10 % * Customer E * 12 % * * * = Less than 10% |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
INTANGIBLE ASSETS | |
summary of intangible assets | Accumulated Type Useful Life Amount Amortization Net Development rights 2-3 years $ 769,383 $ 169,599 $ 599,784 Customer relationships 5 years 233,800 93,520 140,280 $ 1,003,183 $ 263,119 $ 740,064 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 2024 $ 319,884 2025 286,852 2026 133,328 $ 740,064 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
INCOME TAX | |
Income Taxes | 2023 2022 Federal tax statutory rate 21 % 21 % Temporary differences 1 % 5 % Permanent differences -4 % -6 % Valuation Allowance -18 % -20 % 0 % 0 % |
Deferred Income Tax Assets | 2023 2022 Deferred Tax Assets Net operating loss carryforwards $ 3,260,000 $ 1,589,000 Temporary differences 1,040,000 217,000 Permanent differences Valuation allowance (4,300,000 ) (1,806,000 ) Net deferred tax assets $ - $ - |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Balance at beginning | $ 722,328 | $ 0 |
Additions | 8,280,670 | 862,860 |
Settlement | (5,895,190) | |
Change in fair value | (3,107,808) | (140,532) |
Balance at end | $ 0 | $ 722,328 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Options | 9,024,068 | 5,284,068 |
Warrants | 17,046,823 | 3,780,000 |
Convertible notes payable | $ 1,476,547 | $ 440,000 |
Dilutive Securities | 27,547,438 | 9,504,068 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class A Common Stock | |||
Bad debt expenses | $ 0 | $ 38,352 | |
Impairment expense | 139,700 | ||
FDIC cash balances limits | 0 | ||
Allowance for doubtful accounts | 0 | $ 90,189 | |
Share price | $ 1.06 | ||
Risk-free interest rate, minimum | 4.41% | ||
Derivative liabilities | 202,551 | ||
Risk-free interest rate, maximum | 4.73% | ||
Expected volatility rate, minimum | 164% | ||
Reclassification in fair value of derivative liability | $ 546,654 | ||
Expected volatility rate, maximum | 379% | ||
Exercise prices | $ 1 | ||
Expected term | one to two years | ||
Convertible Notes [Member] | |||
Derivative liabilities | $ 5,145,985 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 18, 2022 | Aug. 24, 2023 | Dec. 28, 2021 | Dec. 31, 2023 | |
CFO [Member] | ||||
Amount of salary | $ 200,000 | |||
Options exercisable, shares | 1,000,000 | |||
Options exercisable, weighted average exercise price | $ 0.96 | |||
Options exercisable, weighted average term | 10 years | |||
Vested amount | $ 868,000 | |||
Description of options vesting | vest monthly over 36 months from issuance | |||
Todd Michaels, President and CEO | ||||
Amount of salary | $ 250,000 | |||
Options exercisable, shares | 1,000,000 | |||
Options exercisable, weighted average exercise price | $ 0.52 | |||
Options exercisable, weighted average term | 10 years | |||
Vested amount | $ 469,000 | |||
Description of options vesting | vest monthly over 36 months beginning one month from issuance | |||
Jason Loyet, Director of Commercial Solar | ||||
Amount of salary | $ 250,000 | $ 150,000 | ||
Options exercisable, shares | 500,000 | 1,000,000 | ||
Options exercisable, weighted average exercise price | $ 0.89 | $ 0.52 | ||
Options exercisable, weighted average term | 10 years | |||
Vested amount | $ 444,000 | $ 469,000 | ||
Description of options vesting | vest monthly over 36 months from issuance | vest monthly over 36 months beginning one month from issuance |
DEBT (Details)
DEBT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Principal | $ 2,289,329 | $ 2,681,200 |
Principal At Issuance | 2,475,400 | |
Discount | $ 1,059,556 | 823,059 |
Discount At Issuance | $ 1,842,378 | |
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 | $ 1,350,000 |
Principal amount | 50,000 | 1,485,000 |
Debt Discount | 29,664 | 934,128 |
Discount | $ 1,648 | $ 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 | $ 7,876 | $ 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 | $ 2,630 | $ 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 | $ 5,091 | $ 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 | $ 3,661 | $ 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 | $ 3,658 | $ 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 | $ 4,382 | $ 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 | $ 9,974 | $ 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 | $ 6,372 | $ 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 | $ 200,000 |
Principal amount | 100,000 | 235,400 |
Debt Discount | 100,000 | 220,000 |
Discount | $ 25,486 | $ 192,499 |
Notes Payable Eleven [Member] | ||
Origination date | Dec. 08, 2023 | Nov. 09, 2022 |
Maturity date | Jul. 08, 2024 | 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 | $ 988,778 | $ 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 | $ 200,000 | |
Principal amount | 235,400 | |
Debt Discount | 220,000 | |
Discount | $ 210,833 |
DEBT (Details 1)
DEBT (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Principal | $ 2,289,329 | $ 2,681,200 |
Discount | 1,059,556 | $ 823,059 |
Convertible Notes Payable One [Member] | ||
Principal amount | 74,975 | |
Debt Discount | 74,975 | |
Principal | 74,975 | |
Discount | $ 28,660 | |
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 | $ 38,884 | |
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 | $ 416,663 | |
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 | $ 45,996 | |
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 | $ 117,999 | |
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 | $ 49,496 | |
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 | $ 39,987 | |
Origination date | Mar. 30, 2023 | |
Maturity date | Sep. 30, 2024 | |
Interest Rate | 14% | |
Conversion Rate | $ 3.20 | |
Convertible Notes Payable [Member] | ||
Principal amount | $ 100,000 | |
Debt Discount | 100,000 | |
Principal | 100,000 | |
Discount | $ 37,884 | |
Origination date | Jan. 24, 2023 | |
Maturity date | Jul. 24, 2024 | |
Interest Rate | 14% | |
Conversion Rate | $ 3.20 | |
Convertible Notes Payable Total [Member] | ||
Principal | $ 4,724,950 | |
Discount | 2,369,483 | |
Convertible Notes Payable Eight [Member] | ||
Principal amount | 50,000 | |
Debt Discount | 50,000 | |
Principal | 50,000 | |
Discount | $ 24,998 | |
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 | $ 200,002 | |
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 | $ 111,112 | |
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 | $ 29,054 | |
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 | $ 29,054 | |
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 | $ 18,893 | |
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 | $ 6,108 | |
Origination date | Jun. 06, 2023 | |
Maturity date | Dec. 06, 2024 | |
Interest Rate | 14% | |
Conversion Rate | $ 3.20 | |
Convertible Notes Payable Fifteen [Member] | ||
Principal amount | $ 25,000 | |
Debt Discount | 14,775 | |
Principal | 25,000 | |
Discount | $ 9,853 | |
Origination date | Jul. 07, 2023 | |
Maturity date | Jan. 07, 2025 | |
Interest Rate | 14% | |
Conversion Rate | $ 3.20 | |
Convertible Notes Payable Sixteen [Member] | ||
Principal amount | $ 35,000 | |
Debt Discount | 20,103 | |
Principal | 35,000 | |
Discount | $ 13,969 | |
Origination date | Jul. 21, 2023 | |
Maturity date | Jan. 21, 2025 | |
Interest Rate | 14% | |
Conversion Rate | $ 3.20 | |
Convertible Notes Payable Seventeen [Member] | ||
Principal amount | $ 100,000 | |
Debt Discount | 56,527 | |
Principal | 100,000 | |
Discount | $ 40,326 | |
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 | $ 198,867 | |
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 | $ 46,360 | |
Origination date | Aug. 24, 2023 | |
Maturity date | Feb. 24, 2023 | |
Interest Rate | 14% | |
Conversion Rate | $ 3.20 | |
Convertible Notes Payable Twenty [Member] | ||
Principal amount | $ 100,000 | |
Debt Discount | 60,010 | |
Principal | 100,000 | |
Discount | $ 46,674 | |
Origination date | Aug. 31, 2023 | |
Maturity date | Feb. 28, 2025 | |
Interest Rate | 14% | |
Conversion Rate | $ 3.20 | |
Convertible Notes Payable Twenty One [Member] | ||
Principal amount | $ 375,000 | |
Debt Discount | 246,871 | |
Principal | 375,000 | |
Discount | $ 214,871 | |
Origination date | Oct. 10, 2023 | |
Maturity date | Apr. 10, 2025 | |
Interest Rate | 14% | |
Conversion Rate | $ 3.20 | |
Convertible Notes Payable Twenty Two [Member] | ||
Principal amount | $ 150,000 | |
Debt Discount | 115,950 | |
Principal | 150,000 | |
Discount | $ 103,808 | |
Origination date | Nov. 03, 2023 | |
Maturity date | May 03, 2025 | |
Interest Rate | 14% | |
Conversion Rate | $ 3.20 | |
Convertible Notes Payable Twenty Three [Member] | ||
Principal amount | $ 50,000 | |
Debt Discount | 38,237 | |
Principal | 50,000 | |
Discount | $ 35,613 | |
Origination date | Nov. 07, 2023 | |
Maturity date | May 07, 2025 | |
Interest Rate | 14% | |
Conversion Rate | $ 3.20 | |
Convertible Notes Payable Twenty Four [Member] | ||
Principal amount | $ 50,000 | |
Debt Discount | 38,237 | |
Principal | 50,000 | |
Discount | $ 35,613 | |
Origination date | Nov. 07, 2023 | |
Maturity date | May 07, 2025 | |
Interest Rate | 14% | |
Conversion Rate | $ 3.20 | |
Convertible Notes Payable Twenty Five [Member] | ||
Principal amount | $ 50,000 | |
Debt Discount | 36,925 | |
Principal | 50,000 | |
Discount | $ 34,674 | |
Origination date | Nov. 28, 2023 | |
Maturity date | May 28, 2025 | |
Interest Rate | 14% | |
Conversion Rate | $ 3.20 | |
Convertible Notes Payable Twenty Six [Member] | ||
Principal amount | $ 25,000 | |
Debt Discount | 18,295 | |
Principal | 25,000 | |
Discount | $ 17,407 | |
Origination date | Dec. 04, 2023 | |
Maturity date | Jun. 04, 2025 | |
Interest Rate | 14% | |
Conversion Rate | $ 3.20 | |
Convertible Notes Payable Twenty Seven [Member] | ||
Principal amount | $ 500,000 | |
Debt Discount | 358,064 | |
Principal | 500,000 | |
Discount | $ 342,064 | |
Origination date | Dec. 06, 2023 | |
Maturity date | Jun. 08, 2025 | |
Interest Rate | 14% | |
Conversion Rate | $ 3.20 | |
Convertible Notes Payable Twenty Eight [Member] | ||
Principal amount | $ 50,000 | |
Debt Discount | 35,241 | |
Principal | 50,000 | |
Discount | $ 34,594 | |
Origination date | Dec. 18, 2023 | |
Maturity date | Jun. 18, 2025 | |
Interest Rate | 14% | |
Conversion Rate | $ 3.20 |
DEBT (Details 2)
DEBT (Details 2) | Dec. 31, 2023 USD ($) |
DEBT | |
2024 | $ 4,913,879 |
2025 | 2,110,000 |
2026 | 0 |
2027 | 0 |
2028 | 0 |
Thereafter | 20,400 |
Future maturity | 7,044,279 |
Less - Discounts | (3,429,039) |
Net future maturity | $ 3,615,240 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Dec. 08, 2023 | Jul. 10, 2023 | Jan. 11, 2023 | Nov. 30, 2022 | May 29, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 03, 2014 | |
Note Interest Rate | 3.75% | 8% | ||||||
Line of credit | $ 30,000 | $ 30,000 | $ 30,000 | |||||
Loans Received | $ 20,400 | |||||||
Maturity of 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 | 33,021 | 42,130 | ||||||
Net proceeds from the convertible notes recognized as financing costs | $ 4,724,950 | $ 0 | ||||||
Share issued for financing cost | 2,740,000 | |||||||
Common stock returnable commitment shares | 80,000 | 80,000 | ||||||
On January 11, 2022 [Member] | ||||||||
Note Interest Rate | 10% | |||||||
Warrants to purchase shares | 2,700,000 | |||||||
Exercisable price per share | $ 0.25 | |||||||
Additional debt discount | $ 799,128 | |||||||
Warrants revalued, Value | 1,958,000 | |||||||
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 | |||||||
Vested warrants, value | 4,510,387 | |||||||
Additional discount on debt | 2,564,950 | |||||||
Net proceeds from the convertible notes recognized as financing costs | $ 2,406,675 | |||||||
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 | |||||||
From June 30, 2023 to December 18, 2023 [Member] | ||||||||
Note Interest Rate | 14% | |||||||
Convertible notes payable | $ 2,160,000 | |||||||
Additional discount on debt | $ 1,396,427 | |||||||
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 4,320,000 warrants exercisable at $0.85 per share which expire two years from issuance | |||||||
Fair value of warrants | $ 4,308,264 | |||||||
Warrants issued | 4,320,000 | |||||||
From July 29, 2022 to September 29, 2022 [Member] | ||||||||
Note Interest Rate | 10% | |||||||
Convertible notes payable | $ 580,000 | |||||||
Vested warrants, value | 842,000 | |||||||
Additional discount on debt | $ 343,250 | |||||||
Description of warrants | the Company issued a total of 580,000 warrants exercisable at $1.00 per share | |||||||
From November 9, 2022 to November 15, 2022 [Member] | ||||||||
Note Interest Rate | 10% | |||||||
Convertible notes payable | $ 125,000 | |||||||
Vested warrants, value | 163,091 | |||||||
Additional discount on debt | $ 125,000 | |||||||
Description of warrants | the Company issued a total of 125,000 warrants exercisable at $1.00 per share | |||||||
November 7, 2022 and December 21, 2022 [Member] | ||||||||
Note Interest Rate | 7% | |||||||
Convertible notes payable | $ 440,000 | |||||||
Issuance of debt discount | $ 400,000 | |||||||
Description of warrants | 300,000 warrants exercisable at $1.00 per share (Note 5). The warrants were fully vested at issuance and expire from November 7, 2024 to December 21, 2024 | |||||||
Fair value of warrants | $ 343,909 | |||||||
Cash proceeds | 400,000 | |||||||
Guaranteed interest on principal balance | $ 15,400 | |||||||
Share issued for financing cost | 23,706 | |||||||
Share issued for financing cost, value | $ 30,256 | |||||||
Derivative liability issuance | 355,860 | |||||||
Monthly payments | 23,540 | |||||||
Derivative liability | $ 699,769 | |||||||
Common stock returnable commitment shares | 160,000 | |||||||
Additional discount on debt | $ 40,000 | |||||||
Financing costs | 299,769 | |||||||
P C Ventures [Member] | ||||||||
Warrants to purchase shares | 2,700,000 | 2,700,000 | 3,127,858 | |||||
Exercisable price per share | $ 0.25 | $ 0.25 | $ 0.85 | |||||
Accrued and unpaid interest | $ 78,929 | |||||||
Additional debt discount | $ 1,563,929 | |||||||
Outstanding principal balance | $ 1,563,929 | $ 1,563,929 | ||||||
Interest rate | 14% | |||||||
Warrants vested, value | $ 3,309,045 | |||||||
Warrants revalued, Value | 3,762,987 | 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 | $ 1,104,775 | $ 842,375 | ||||||
CEO Member | From January 24 2023 to June 6 2023 [Member] | ||||||||
Note Interest Rate | 14% | |||||||
Convertible notes payable | $ 100,000 | |||||||
Additional discount on debt | 100,000 | |||||||
Net proceeds from the convertible notes recognized as financing costs | $ 131,749 | |||||||
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] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants, Number of Shares beginning | 3,780,000 | 0 |
Issued | 13,266,823 | 3,780,000 |
Exercised | 0 | 0 |
Warrants, Number of Shares ending | 17,046,823 | 3,780,000 |
Exercise in Period, Weighted Average Exercise Price | $ 0.48 | $ 0 |
Issued in Period, Weighted Average Exercise Price | 0.84 | 0.48 |
Weighted Average Exercise Price, ending | $ 0.76 | $ 0.48 |
Warrants,Weighted Average Remaining Life beginning | 10 months 13 days | |
Issued, Weighted average remaining life | 2 years 9 months 25 days | 1 year 7 months 17 days |
Warrants,Weighted Average Remaining Life ending | 1 year 8 months 23 days | 10 months 13 days |
EQUITY (Details 1)
EQUITY (Details 1) - Company Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants, Number of Shares begnning | 5,284,068 | 3,059,068 |
Issued | 3,740,000 | 2,225,000 |
Exercised | 0 | 0 |
Warrants, Number of Shares ending | 9,024,068 | 5,284,068 |
Warrants, Weighted Average Exercise Price begnning | $ 0.80 | $ 0.52 |
Issued in Period, Weighted Average Exercise Price | 0.87 | 1.20 |
Exercise in Period, Weighted Average Exercise Price | 0 | |
Weighted Average Exercise Price, ending | $ 0.83 | $ 0.80 |
Options, Weighted Average Remaining Life beginning | 4 years 2 months 1 day | 5 years 29 days |
Issued, Weighted average remaining life | 5 years | |
Options, Weighted Average Remaining Life ending | 3 years 9 months 7 days |
EQUITY (Details 2)
EQUITY (Details 2) - Company Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Warrants, Number of Shares begnning | 5,284,068 | 3,059,068 |
Issued | 3,740,000 | 2,225,000 |
Exercised | 0 | 0 |
Warrants, Number of Shares ending | 9,024,068 | 5,284,068 |
Warrants, Weighted Average Exercise Price begnning | $ 0.80 | $ 0.52 |
Issued in Period, Weighted Average Exercise Price | 0.87 | 1.20 |
Weighted Average Exercise Price, ending | $ 0.83 | $ 0.80 |
Options,Weighted Average Remaining Life beginning | 4 years 2 months 1 day | 5 years 29 days |
Issued, Weighted average remaining life | 4 years 11 months 19 days | |
Options,Weighted Average Remaining Life ending | 4 years 2 months 1 day |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 4 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||||||||
Jan. 11, 2023 | Apr. 05, 2022 | Oct. 31, 2023 | Aug. 30, 2023 | Jul. 31, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Nov. 30, 2022 | Nov. 15, 2022 | Oct. 31, 2022 | Aug. 31, 2022 | May 31, 2022 | Feb. 28, 2022 | Jan. 05, 2022 | Sep. 30, 2022 | Dec. 27, 2023 | Dec. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 24, 2023 | Jan. 31, 2022 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 | ||||||||||||||||||||
Unvested options expense | $ 2,957,252 | |||||||||||||||||||||
Shares of common Stock issued | 4,245 | 92,010 | 17,045 | 9,500 | 500,000 | 55,306 | 362,319 | 14,206 | ||||||||||||||
Common stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Common stock returnable commitment shares | 80,000 | 80,000 | ||||||||||||||||||||
Common Stock, value | $ 4,500 | $ 57,506 | $ 15,000 | $ 15,199 | $ 500,000 | $ 82,959 | $ 250,000 | $ 15,057 | ||||||||||||||
Preferred stock, shares authorized | 50,000,000 | 50,000,000 | ||||||||||||||||||||
Issuances of shares for cash | $ 150,000 | |||||||||||||||||||||
Shares Issued for Cash Shares | 600,000 | |||||||||||||||||||||
Accrued interest | $ 61,464 | |||||||||||||||||||||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||
Stock issued options | 2,740,000 | |||||||||||||||||||||
Common stock, voting rights | 1:1 | 1:1 | 1:1 | |||||||||||||||||||
Vested, number of shares | 770,337 | |||||||||||||||||||||
Developer fees received | 25% | |||||||||||||||||||||
Warrant issued value | $ 119,383 | |||||||||||||||||||||
Description for returnable shares | the notes were paid in full and 1,360,000 returnable shares, consisting of 160,000 shares issued in 2022, as noted above, and 1,200,000 shares issued | |||||||||||||||||||||
Exercise price | $ 1.59 | |||||||||||||||||||||
Options to purchase shares | 250,000 | |||||||||||||||||||||
Warrants issued | 75,000 | |||||||||||||||||||||
Options to purchase shares | 5,253,731 | |||||||||||||||||||||
Exercise price | $ 0.77 | |||||||||||||||||||||
Noteholders [Member] | ||||||||||||||||||||||
Shares of common Stock issued | 76,123 | |||||||||||||||||||||
Accrued interest | $ 61,464 | |||||||||||||||||||||
Description Of Shares distrubuation | these shares were 5,716 shares issued to the wife of the Company’s CEO and 12,410 shares issued to the Company’s CEO | |||||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||||
Options exercisable, shares | 500,000 | |||||||||||||||||||||
Vested amount | $ 425,000 | |||||||||||||||||||||
Description of options vesting | 125,000 shares vested immediately, with the remaining 375,000 shares vested over 24 months | |||||||||||||||||||||
Options [Member] | ||||||||||||||||||||||
Common Stock, value | $ 2,352,636 | |||||||||||||||||||||
Stock issued options | 2,740,000 | 2,740,000 | ||||||||||||||||||||
Options to purchase shares | 500,000 | |||||||||||||||||||||
Risk free interest rate, maximum | 4.72% | 4.24% | ||||||||||||||||||||
Risk free interest rate, minimum | 3.39% | 1.65% | ||||||||||||||||||||
Expected volatility rate, minimum | 267% | 282% | ||||||||||||||||||||
Expected volatility rate, maximum | 281% | 330% | ||||||||||||||||||||
Fair value assumptions, expected term | 5 years | |||||||||||||||||||||
Exercise price | $ 0.89 | |||||||||||||||||||||
Options [Member] | Minimum [Member] | ||||||||||||||||||||||
Fair value assumptions, expected term | 12 months | 5 years | ||||||||||||||||||||
Exercise price | $ 0.54 | |||||||||||||||||||||
Options [Member] | Maximum [Member] | ||||||||||||||||||||||
Stock issued options | 5,000,000 | |||||||||||||||||||||
Fair value assumptions, expected term | 36 months | 10 years | ||||||||||||||||||||
Exercise price | $ 1.46 | |||||||||||||||||||||
Largest Shareholder [Member] | ||||||||||||||||||||||
Warrant issued value | $ 25,000 | |||||||||||||||||||||
Class or Warrants purchase shares | 25,000 | |||||||||||||||||||||
Common Class One [Member] | ||||||||||||||||||||||
Common stock, shares authorized | 372,500,000 | |||||||||||||||||||||
Common stock, par or stated value per share | $ 0.0001 | |||||||||||||||||||||
Common stock, voting rights | 1:1 | |||||||||||||||||||||
Five NonExcecutive Agreement [Member] | ||||||||||||||||||||||
Description of options vesting | The options vest monthly over 36 months from issuance | |||||||||||||||||||||
Stock issued options | 1,000,000 | 395,000 | 750,000 | 50,000 | 30,000 | |||||||||||||||||
Stock issued option, value | $ 859,000 | $ 473,000 | $ 1,123,000 | $ 46,000 | $ 38,000 | |||||||||||||||||
Non-Excecutive Agreement [Member] | ||||||||||||||||||||||
Stock issued options | 1,000,000 | |||||||||||||||||||||
Stock issued option, value | $ 469,000 | |||||||||||||||||||||
Common Class B [Member] | ||||||||||||||||||||||
Common stock, shares authorized | 1,200,000 | 27,500,000 | ||||||||||||||||||||
Common stock, par or stated value per share | $ 0.0001 | |||||||||||||||||||||
Common stock, voting rights | 20:1 | |||||||||||||||||||||
Employment Agreements [Member] | ||||||||||||||||||||||
Options Issued | 2,000,000 | 1,000,000 | ||||||||||||||||||||
Shares forfeiture | $ 938,000 | $ 868,000 | ||||||||||||||||||||
Note Agreement [Member] | ||||||||||||||||||||||
Class or Warrant issued value | $ 47,858 | $ 344,000 | $ 1,958,000 | |||||||||||||||||||
Class or Warrants purchase shares | 3,127,858 | 58,496 | 705,000 | 300,000 | ||||||||||||||||||
Warrants issued | 50,000 | 200,000 | 2,700,000 | |||||||||||||||||||
Exercise price | $ 0.85 | |||||||||||||||||||||
Warrants [Member] | ||||||||||||||||||||||
Risk free interest rate, maximum | 5% | 4.72% | ||||||||||||||||||||
Risk free interest rate, minimum | 3.66% | 0.70% | ||||||||||||||||||||
Expected volatility rate, minimum | 160% | 326% | ||||||||||||||||||||
Expected volatility rate, maximum | 346% | 428% | ||||||||||||||||||||
Warrants [Member] | Minimum [Member] | ||||||||||||||||||||||
Fair value assumptions, expected term | 24 months | 18 months | ||||||||||||||||||||
Exercise price | $ 0.70 | $ 0.25 | ||||||||||||||||||||
Warrants [Member] | Maximum [Member] | ||||||||||||||||||||||
Stock issued options | 1,200,000 | |||||||||||||||||||||
Fair value assumptions, expected term | 60 months | 36 months | ||||||||||||||||||||
Exercise price | $ 0.85 | $ 1.59 | ||||||||||||||||||||
Note Agreement 2 [Member] | ||||||||||||||||||||||
Warrant issued value | $ 139,512 | $ 329,434 | $ 35,952 | $ 247,074 | ||||||||||||||||||
Class or Warrants purchase shares | 72,329 | 500,000 | 58,240 | 375,000 | ||||||||||||||||||
Warrants issued | 16,671,823 | |||||||||||||||||||||
Exercise price | $ 0.85 | $ 0.70 | $ 0.70 |
CONCENTRATIONS (Details)
CONCENTRATIONS (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue [Member] | Customer A [Member] | ||
Concentration Risk, Percentage | 88% | 0% |
Revenue [Member] | Customer C [Member] | ||
Concentration Risk, Percentage | 0% | 48% |
Revenue [Member] | Customer B [Member] | ||
Concentration Risk, Percentage | 0% | 0% |
Revenue [Member] | Customer D [Member] | ||
Concentration Risk, Percentage | 0% | 38% |
Revenue [Member] | Customer E [Member] | ||
Concentration Risk, Percentage | 0% | 12% |
Accounts Receivable [Member] | Customer A [Member] | ||
Concentration Risk, Percentage | 0% | 0% |
Accounts Receivable [Member] | Customer C [Member] | ||
Concentration Risk, Percentage | 0% | 0% |
Accounts Receivable [Member] | Customer B [Member] | ||
Concentration Risk, Percentage | 87% | 0% |
Accounts Receivable [Member] | Customer D [Member] | ||
Concentration Risk, Percentage | 10% | 0% |
Accounts Receivable [Member] | Customer E [Member] | ||
Concentration Risk, Percentage | 0% | 0% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 31, 2023 | Aug. 31, 2022 | |
Warrant issued, value | $ 119,383 | ||||
Accounts payable | $ 304,400 | $ 396,743 | |||
Operating expenses | 7,598,488 | $ 5,924,840 | |||
Accrued bonus compensation | 61,464 | ||||
Largest Shareholder [Member] | |||||
Warrant issued | 25,000 | ||||
Warrant issued, value | $ 25,000 | ||||
Note related value | 39,000 | ||||
Advances payable | 62,500 | 62,500 | |||
Accounts payable | 78,346 | 73,000 | |||
Operating expenses | 4,900 | $ 23,000 | |||
P&C Ventures, Inc [Member] | |||||
Warrant issued | 2,700,000 | ||||
Warrant issued, value | $ 1,485,000 | ||||
Accounts payable | 120,000 | ||||
Operating expenses | $ 240,000 | ||||
Todd Michaels [Member] | |||||
Warrant issued | 200,000 | 50,000 | |||
Warrant issued, value | $ 100,000 | $ 50,000 | |||
Note related value | 209,000 | 75,000 | |||
Advances payable | 22,154 | 22,154 | |||
Three Percent Holder [Member] | |||||
Advances payable | 11,865 | 11,865 | |||
Elysian Fields Disposal [Member] | |||||
Accounts payable | 258,000 | 256,000 | |||
Operating expenses | 2,000 | 5,000 | |||
Michaels Consulting [Member] | |||||
Accounts payable | 344,000 | 344,000 | |||
CFO [Member] | |||||
Accrued bonus compensation | 50,000 | 115,000 | |||
Directors [Member] | |||||
Director compensation, value | $ 215,000 | $ 374,000 | |||
Director compensation, options | 250,000 | 250,000 | |||
CEO [Member] | |||||
Accrued bonus compensation | 150,000 | $ 150,000 | |||
Former CFO [Member] | |||||
Accrued bonus compensation | $ 115,000 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible assets, Gross Amount | $ 1,003,183 | $ 380,933 |
Intangible assets, Accumulated Amortization | 263,119 | 67,279 |
Intangible assets, Net | 740,064 | 313,654 |
Development Rights [Member] | ||
Intangible assets, Gross Amount | 769,383 | 119,383 |
Intangible assets, Accumulated Amortization | 169,599 | 6,639 |
Intangible assets, Net | $ 599,784 | $ 112,744 |
Customer Relationships [Member] | ||
Intangible assets, Useful Life | 5 years | 5 years |
Intangible assets, Gross Amount | $ 233,800 | $ 233,800 |
Intangible assets, Accumulated Amortization | 93,520 | 46,760 |
Intangible assets, Net | $ 140,280 | $ 187,040 |
Developed Technology [Member] | ||
Intangible assets, Useful Life | 2 years | |
Intangible assets, Gross Amount | $ 27,750 | |
Intangible assets, Accumulated Amortization | 13,880 | |
Intangible assets, Net | $ 13,870 | |
Minimum [Member] | Development Rights [Member] | ||
Intangible assets, Useful Life | 2 years | 2 years |
Maximum [Member] | Development Rights [Member] | ||
Intangible assets, Useful Life | 3 years | 3 years |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
INTANGIBLE ASSETS | ||
2024 | $ 319,884 | |
2025 | 286,852 | |
2026 | 133,328 | |
Total | $ 740,064 | $ 313,654 |
INCOME TAX (Details)
INCOME TAX (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
INCOME TAX | ||
Federal tax statutory rate | 21% | 21% |
Temporary differences | 1% | 5% |
Permanent differences | (4.00%) | (6.00%) |
Valuation Allowance | (18.00%) | (20.00%) |
Effective income tax rate | 0% | 0% |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 3,260,000 | $ 1,589,000 |
Temporary differences | 1,040,000 | 217,000 |
Permanent differences | 0 | 0 |
Valuation allowance | (4,300,000) | (1,806,000) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
INCOME TAX | ||
Net deferred tax asset and valuation allowance increased | $ 2,494,000 | $ 1,567,000 |
Federal tax statutory rate | 21% | 21% |
Operating Loss Carryforwards | $ 13,899,180 | |
Operating loss carry forwards indefinitely period | $ 13,601,748 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Feb. 20, 2024 | Mar. 12, 2024 | Jan. 31, 2024 | Dec. 31, 2023 | |
Issuance of shares of common stock | 2,740,000 | |||
Subsequent Event [Member] | ||||
Warrants exercised to purchase common stock | 5,307,500 | |||
Issuance of shares of common stock | 3,764,559 | |||
Outstanding principal balances | $ 480,000 | |||
Warrants to purchase shares of common stock | 480,000 | |||
Note payable | $ 761,247 | |||
Discount | $ 294,017 | |||
Notes payable maturity date | matured between January 29, 2024 and March 12, 2024 | |||
Exercisable price per share | $ 1 | |||
Subsequent Event [Member] | Two Directors [Member] | ||||
Exercised | 250,000 | |||
Received options, Value | $ 474,000 |