Correlate Infrastructure Partners (CIPI) S-1/A 26 Apr 24 IPO registration (amended) Financial data

Cover

Cover	12 Months Ended
	Dec. 31, 2023
Cover [Abstract]
Entity Registrant Name	CORRELATE ENERGY CORP.
Entity Central Index Key	0001108645
Document Type	S-1/A
Amendment Flag	true
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Filer Category	Non-accelerated Filer
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
Amendment Description	The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Local Phone Number	264-4060

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