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CIPI Correlate Energy Corporation (QB)

0.11
0.00 (0.00%)
29 Nov 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Correlate Energy Corporation (QB) USOTC:CIPI OTCMarkets Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.11 0.11 0.15 0.13 0.11 0.11 2,800 16:33:14

Form 10-Q - Quarterly report [Sections 13 or 15(d)]

14/08/2024 8:09pm

Edgar (US Regulatory)


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2024

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File No. 000-55825

 

CORRELATE ENERGY CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

 

84-4250492

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

176 S. Capitol Blvd., 2nd Floor

Boise, Idaho

 

83702

(Address of Principal Executive Offices)

 

(Zip Code)

 

(855) 264-4060

(Registrant’s telephone number, including area code)

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated Filer

Smaller reporting company

Accelerated Filer

Emerging growth company

Non-accelerated Filer

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares of Common Stock, par value $0.0001 per share, outstanding as of August 14, 2024 was 57,862,619.

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

N/A

N/A

 

 

 

 

CORRELATE ENERGY CORP.

Index

 

 

 

 

Pg. No.

 

PART I — Financial Information

 

 

 

Item 1.

Financial Statements

 

 

3

 

 

Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023 (Unaudited)

 

 

3

 

 

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (Unaudited)

 

 

4

 

 

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Six Months Ended June 30, 2024 and 2023 (Unaudited)

 

 

5

 

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (Unaudited)

 

 

6

 

 

Notes to Condensed Consolidated Financial Statements

 

 

7

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

19

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

 

21

 

Item 4.

Controls and Procedures

 

 

21

 

PART II — Other Information

 

 

 

Item 1.

Legal Proceedings

 

 

22

 

Item 1A.

Risk Factors

 

 

22

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

22

 

Item 3.

Defaults Upon Senior Securities

 

 

22

 

Item 4.

Mine Safety Disclosures

 

 

22

 

Item 5.

Other Information

 

 

22

 

Item 6.

Exhibits

 

 

23

 

SIGNATURES

 

 

24

 

 

 
2

Table of Contents

 

PART 1 — FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

CORRELATE ENERGY CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

JUNE 30, 2024 AND DECEMBER 31, 2023

(Unaudited)

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

Assets

 

Current assets

 

 

 

 

 

 

Cash

 

$255,290

 

 

$1,412,379

 

Accounts receivable

 

 

191,101

 

 

 

408,816

 

Contract assets

 

 

439,986

 

 

 

53,445

 

Prepaid expenses and other current assets

 

 

1,166,904

 

 

 

1,010,781

 

Total current assets

 

 

2,053,281

 

 

 

2,885,421

 

 

 

 

 

 

 

 

 

 

Property and equipment

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

216,141

 

 

 

172,354

 

Total property and equipment

 

 

216,141

 

 

 

172,354

 

 

 

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

 

 

 

Intangible assets - customer relationships, net

 

 

116,900

 

 

 

140,280

 

Intangible assets - development rights, net

 

 

463,222

 

 

 

599,784

 

Goodwill

 

 

762,851

 

 

 

762,851

 

Total other assets

 

 

1,342,973

 

 

 

1,502,915

 

 

 

 

 

 

 

 

 

 

Total assets

 

$3,612,395

 

 

$4,560,690

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Deficit

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

$3,057,698

 

 

$304,400

 

Accounts payable, related party

 

 

402,000

 

 

 

800,346

 

Accrued expenses

 

 

909,731

 

 

 

1,136,099

 

Customer deposits

 

 

248,773

 

 

 

1,787,739

 

Shareholder advances

 

 

-

 

 

 

96,519

 

Line of credit

 

 

30,000

 

 

 

30,000

 

Notes payable, current portion, net of discount

 

 

1,444,702

 

 

 

1,229,773

 

Convertible notes payable, current portion, net of discount

 

 

189,852

 

 

 

1,420,160

 

Total current liabilities

 

 

6,282,756

 

 

 

6,805,036

 

 

 

 

 

 

 

 

 

 

Convertible notes payable, net of current portion and discount

 

 

-

 

 

 

935,307

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

6,282,756

 

 

 

7,740,343

 

 

 

 

 

 

 

 

 

 

Stockholders' deficit

 

 

 

 

 

 

 

 

Preferred stock $0.0001 par value; authorized 50,000,000 shares with 7,808.77 and -0- issued and outstanding at June 30, 2024 and December 31, 2023, respectively

 

 

1

 

 

 

-

 

Common stock $0.0001 par value; authorized 400,000,000 shares with 57,862,619 and 36,270,674 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

 

 

5,786

 

 

 

3,627

 

Additional paid-in capital

 

 

45,082,785

 

 

 

17,873,545

 

Accumulated deficit

 

 

(47,758,933)

 

 

(21,056,825)

Total stockholders' deficit

 

 

(2,670,361)

 

 

(3,179,653)

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' deficit

 

$3,612,395

 

 

$4,560,690

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 
3

Table of Contents

 

CORRELATE ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

 

 

 

For the three months ended

 

 

For the six months ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$1,863,242

 

 

$4,158,122

 

 

$2,296,041

 

 

$4,208,856

 

Cost of revenues

 

 

2,581,146

 

 

 

3,083,314

 

 

 

2,962,368

 

 

 

3,129,173

 

Gross profit

 

 

(717,904)

 

 

1,074,808

 

 

 

(666,327)

 

 

1,079,683

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

1,010,913

 

 

 

813,794

 

 

 

2,126,860

 

 

 

1,389,247

 

Stock-based compensation

 

 

353,020

 

 

 

330,524

 

 

 

1,799,076

 

 

 

584,375

 

Legal and professional

 

 

298,963

 

 

 

278,908

 

 

 

677,754

 

 

 

632,244

 

Depreciation and amortization

 

 

92,170

 

 

 

37,136

 

 

 

184,351

 

 

 

62,644

 

Total operating expenses

 

 

1,755,066

 

 

 

1,460,362

 

 

 

4,788,041

 

 

 

2,668,510

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(2,472,970)

 

 

(385,554)

 

 

(5,454,368)

 

 

(1,588,827)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(173,271)

 

 

(156,898)

 

 

(410,970)

 

 

(254,251)

Amortization of debt discount

 

 

(2,681,275)

 

 

(1,299,847)

 

 

(3,938,620)

 

 

(2,088,129)

Financing costs

 

 

(40,000)

 

 

(347,726)

 

 

(40,000)

 

 

(4,156,291)

Loss on settlement of liabilities

 

 

(16,861,344)

 

 

-

 

 

 

(16,861,344)

 

 

-

 

Other income

 

 

3,194

 

 

 

-

 

 

 

3,194

 

 

 

-

 

Change in fair value of derivative liability

 

 

-

 

 

 

620,688

 

 

 

-

 

 

 

3,107,808

 

Total other income (expense)

 

 

(19,752,696)

 

 

(1,183,783)

 

 

(21,247,740)

 

 

(3,390,863)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$(22,225,666)

 

$(1,569,337)

 

$(26,702,108)

 

$(4,979,690)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share

 

$(0.50)

 

$(0.04)

 

$(0.65)

 

$(0.14)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic

 

 

44,054,993

 

 

 

36,294,779

 

 

 

41,362,156

 

 

 

35,816,239

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 
4

Table of Contents

 

CORRELATE ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

 

 

 

Common Stock

 

 

Common Stock

 

 

Additional

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Paid in Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, December 31, 2022

 

 

-

 

 

$-

 

 

 

35,323,626

 

 

$3,532

 

 

$5,459,220

 

 

$(8,268,426)

 

$(2,805,674)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for services

 

 

-

 

 

 

-

 

 

 

17,045

 

 

 

2

 

 

 

14,998

 

 

 

-

 

 

 

15,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for financing costs

 

 

-

 

 

 

-

 

 

 

4,245

 

 

 

-

 

 

 

4,500

 

 

 

-

 

 

 

4,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for the payment of accrued interest

 

 

-

 

 

 

-

 

 

 

5,655

 

 

 

1

 

 

 

7,587

 

 

 

-

 

 

 

7,588

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

253,851

 

 

 

-

 

 

 

253,851

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Settlement of derivative liability

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

50,582

 

 

 

-

 

 

 

50,582

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,410,353)

 

 

(3,410,353)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, March 31, 2023

 

 

-

 

 

$-

 

 

 

35,350,571

 

 

$3,535

 

 

$5,790,738

 

 

$(11,678,779)

 

$(5,884,506)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for services

 

 

-

 

 

 

-

 

 

 

500,000

 

 

 

50

 

 

 

132,762

 

 

 

-

 

 

 

132,812

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for the payment of accrued interest

 

 

-

 

 

 

-

 

 

 

7,661

 

 

 

1

 

 

 

6,512

 

 

 

-

 

 

 

6,513

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

330,524

 

 

 

-

 

 

 

330,524

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of warrants in connection with debt

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

28,334

 

 

 

-

 

 

 

28,334

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for intangible assets

 

 

-

 

 

 

-

 

 

 

362,319

 

 

 

36

 

 

 

249,964

 

 

 

-

 

 

 

250,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for property and equipment

 

 

-

 

 

 

-

 

 

 

92,010

 

 

 

9

 

 

 

57,498

 

 

 

-

 

 

 

57,507

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of returnable shares

 

 

-

 

 

 

-

 

 

 

1,200,000

 

 

 

120

 

 

 

(120)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Return of returnable shares

 

 

-

 

 

 

-

 

 

 

(1,360,000)

 

 

(136)

 

 

136

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Settlement of derivative liability

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,844,608

 

 

 

-

 

 

 

5,844,608

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,569,337)

 

 

(1,569,337)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, June 30, 2023

 

 

-

 

 

$-

 

 

 

36,152,561

 

 

$3,615

 

 

$12,440,956

 

 

$(13,248,116)

 

$(803,545)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, December 31, 2023

 

 

-

 

 

 

-

 

 

 

36,270,674

 

 

 

3,627

 

 

$17,873,545

 

 

$(21,056,825)

 

 

(3,179,653)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for the payment of accrued interest

 

 

-

 

 

 

-

 

 

 

28,829

 

 

 

3

 

 

 

38,379

 

 

 

-

 

 

 

38,382

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares for the cashless exercise of warrants

 

 

-

 

 

 

-

 

 

 

3,839,559

 

 

 

384

 

 

 

(384)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of warrants in connection with debt

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

353,272

 

 

 

-

 

 

 

353,272

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,446,056

 

 

 

-

 

 

 

1,446,056

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(4,476,442)

 

 

(4,476,442)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, March 31, 2024

 

 

-

 

 

$-

 

 

 

40,139,062

 

 

$4,014

 

 

$19,710,868

 

 

$(25,533,267)

 

$(5,818,385)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of warrants in connection with debt

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

118,356

 

 

 

-

 

 

 

118,356

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares in connection with debt

 

 

-

 

 

 

-

 

 

 

300,000

 

 

 

30

 

 

 

232,175

 

 

 

-

 

 

 

232,205

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares and warrants for the settlement of liabilities

 

 

7,809

 

 

 

1

 

 

 

17,423,557

 

 

 

1,742

 

 

 

24,668,366

 

 

 

-

 

 

 

24,670,109

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock based compensation

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

353,020

 

 

 

-

 

 

 

353,020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(22,225,666)

 

 

(22,225,666)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances, June 30, 2024

 

 

7,809

 

 

$1

 

 

 

57,862,619

 

 

$5,786

 

 

$45,082,785

 

 

$(47,758,933)

 

$(2,670,361)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 
5

Table of Contents

  

CORRELATE ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023

(Unaudited)

 

 

 

For the six months ended

 

 

 

June 30,

 

 

 

2024

 

 

2023

 

Operating activities

 

 

 

 

 

 

Net loss

 

$(26,702,108)

 

$(4,979,690)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

184,351

 

 

 

62,643

 

Amortization of debt discount

 

 

3,938,620

 

 

 

2,088,129

 

Stock issued for services

 

 

-

 

 

 

147,812

 

Stock-based compensation

 

 

1,799,076

 

 

 

584,375

 

Financing costs

 

 

40,000

 

 

 

4,156,291

 

Loss on settlement of liabilities

 

 

16,861,344

 

 

 

-

 

Change in fair value of derivative liability

 

 

-

 

 

 

(3,107,808)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

217,715

 

 

 

-

 

Contract assets

 

 

(386,541)

 

 

298,615

 

Prepaid expenses and other current assets

 

 

(156,123)

 

 

(268,269)

Accounts payable

 

 

2,863,944

 

 

 

(50,683)

Accrued expenses

 

 

201,405

 

 

 

121,158

 

Customer deposits

 

 

(1,538,966)

 

 

257,761

 

Net cash used in operating activities

 

 

(2,677,283)

 

 

(689,666)

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(68,196)

 

 

-

 

Net cash used in investing activities

 

 

(68,196)

 

 

-

 

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Proceeds from issuance of notes payable

 

 

1,437,015

 

 

 

-

 

Proceeds from issuance of convertible notes payable

 

 

250,000

 

 

 

1,804,950

 

Repayment of notes payable

 

 

(98,625)

 

 

(70,620)

Net cash provided by financing activities

 

 

1,588,390

 

 

 

1,734,330

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

$(1,157,089)

 

$1,044,664

 

Cash - beginning of period

 

 

1,412,379

 

 

 

96,308

 

Cash - end of period

 

$255,290

 

 

$1,140,972

 

 

 

 

 

 

 

 

 

 

Cash paid for income taxes

 

$-

 

 

$-

 

Cash paid for interest

 

$183,689

 

 

$70,274

 

 

 

 

 

 

 

 

 

 

Supplemental schedule of non-cash investing and financing activities

 

 

 

 

 

 

 

 

Shares issued for settlement of accrued interest

 

$38,382

 

 

$7,589

 

Discount on notes payable from issuance of warrants

 

$353,272

 

 

$-

 

Discount on convertible notes payable from issuance of warrants

 

$118,356

 

 

$-

 

Discount on notes payable from issuance of common stock

 

$232,205

 

 

$-

 

Discount on notes payable

 

$342,970

 

 

$-

 

Discount on notes payable from derivative liability

 

$-

 

 

$1,563,929

 

Discount on convertible notes payable from derivative liability

 

$-

 

 

$1,804,950

 

Accrued interest settled through note payable

 

$-

 

 

$78,929

 

Settlement of derivative liability

 

$-

 

 

$50,582

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

 
6

Table of Contents

 

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS

 

Nature of the Business

 

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.

 

The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries Correlate, Inc. (“Correlate”) and Distributed Energy Capital, LLC (“Distributed”).

 

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. 

 

Going Concern

 

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and has not generated positive cash flows from operations. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plans with respect to operations include aggressive marketing, acquisitions, and raising additional capital through sales of equity or debt securities as may be necessary to pursue its business plans and sustain operations until such time as the Company can achieve profitability. Management believes that aggressive marketing combined with acquisitions and additional financing as necessary will result in improved operations and cash flow in 2024 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

 

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant inter-company transactions and balances have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

 
7

Table of Contents

 

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Cash and Cash Equivalents

 

The Company considers all highly liquid debt instruments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents as of June 30, 2024, and December 31, 2023.

 

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 consist 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 creditworthiness, 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. There were no doubtful accounts as of June 30, 2024, and December 31, 2023.

 

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.

 

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 the business climate, market conditions or other events that indicate an asset’s carrying amount may not be recoverable. The 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. 

 

 
8

Table of Contents

  

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

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 condensed consolidated balance sheets approximates fair value.

 

Fair Value Measurement

 

ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our condensed consolidated balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair value, but GAAP provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our condensed consolidated balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.”

 

Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s condensed consolidated balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred.

 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

 

Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or

 

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

 
9

Table of Contents

 

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

The Company did not have any Level 1, Level 2 or Level 3 assets and liabilities at June 30, 2024, or December 31, 2023.

 

The following is a summary of activity of Level 3 liabilities during the six months ended June 30, 2023:

 

Balance - December 31, 2022

 

$722,328

 

Additions

 

 

8,280,670

 

Settlement

 

 

(5,895,190 )

Change in fair value

 

 

(3,107,808 )

Balance – June 30, 2023

 

$-

 

 

Under the Company’s contract ordering policy, the Company first considers common shares issued and outstanding as well as reserved but unissued equity awards, such as under an equity award program. All remaining equity linked instruments such as, but not limited to, options, warrants, and debt and equity with conversion features are evaluated based on the date of issuance. If the number of shares which may be issued under the Company’s agreements exceed the authorized number of shares or are unable to be determined, equity linked instruments from that date forward are considered to be derivative liabilities until such time as the number of shares which may be issued under the Company’s agreements no longer exceed the authorized number of shares and are able to be determined.

 

Commitments and Contingencies

 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probable that a liability has been incurred and the amount can be reasonably estimated.

 

Income Taxes

 

In accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

 

In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense.

 

Basic and Diluted Loss Per Share

 

FASB ASC Topic 260, “Earnings Per Share”, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (“EPS”) computations.

 

Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

 

The Company had potential additional dilutive securities outstanding at June 30, 2024, and 2023, as follows.

 

 

 

June 30,

 

 

June 30,

 

 

 

2024

 

 

2023

 

Options

 

 

8,524,068

 

 

 

6,284,068

 

Warrants

 

 

11,839,323

 

 

 

12,196,254

 

Convertible notes payable

 

 

159,625

 

 

 

817,172

 

 

 

 

20,523,016

 

 

 

19,297,494

 

 

 
10

Table of Contents

  

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Recently Issued Accounting Standards

 

During the period ended June 30, 2024, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements.

 

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.

 

NOTE 4 – DEBT

 

Conversion Agreements

 

Between June 6, 2024, and June 14, 2024, the Company entered into debt conversion agreements with noteholders for the conversion of an aggregate of $7,203,270 of outstanding notes payable and convertible notes payable (including principal and interest) and with other entities and persons owed money by the Company in the aggregate amount of $605,495 consisting of outstanding advances payable and accounts payable (the “Debt Conversion”). In connection with the Debt Conversion, the Company issued an aggregate of 7,808.767 shares of its Series A Preferred Stock and 17,423,557 shares of Common Stock to the former debtholders. Additionally, the Company agreed to extend the term of outstanding warrants held by the noteholders that converted their debt for a period of three (3) years from their current expiration dates.  In connection with the issuance of the Series A Preferred Stock and the Common Stock, each holder entered into a Lockup/Leakout Agreement with the Company, pursuant to which none of the shares of Common Stock issuable upon conversion of the Preferred Stock may be sold for a period of six months from the date of issuance and seventy percent (70%) of the shares of Common Stock issued in connection with the debt conversion may be sold 1/7th per month during each thirty (30) day period commencing thirty (30) days after the date of the Lockup/Leakout Agreement. A summary of the settlement is as follows:

 

Liabilities settled:

 

 

 

Notes payable

 

$2,068,929

 

Convertible notes payable

 

 

4,744,950

 

Accrued interest payable

 

 

389,391

 

Accounts payable

 

 

605,495

 

 

 

$7,808,765

 

Value of equity issued:

 

 

 

 

Series A Preferred Stock

 

$11,358,499

 

Common Stock

 

 

11,121,637

 

Extension of Warrants

 

 

2,189,974

 

 

 

$24,670,110

 

Loss on settlement of liabilities

 

$16,861,345

 

 

Convertible Notes Payable

 

On May 9, 2024, the Company entered into a convertible note agreement with Mr. Charles Markovic, CFO, totaling $100,000. The note, which bears interest at 2% per month, matured on July 5, 2024. In connection with the convertible note agreement, the Company issued 100,000 warrants exercisable at $0.85 per share. The warrants were fully vested at issuance and expire on May 6, 2027. The warrants, valued at approximately $119,000, represented approximately 54% of the total consideration received and resulted in an additional discount on the notes totaling $54,391 pursuant to ASC 470-20-30.

 

On May 17, 2024, the Company entered into a convertible note agreement with Mr. Todd Michaels, CEO, totaling $80,000. The note, which bears interest at 2% per month, matured on July 17, 2024. In connection with the convertible note agreement, the Company issued 80,000 warrants exercisable at $0.85 per share. The warrants were fully vested at issuance and expire on May 17, 2027. The warrants, valued at approximately $71,000, represented approximately 47% of the total consideration received and resulted in an additional discount on the notes totaling $37,684 pursuant to ASC 470-20-30.

 

On May 20, 2024, the Company entered into a convertible note agreement totaling $70,000. The note, which bears interest at 2% per month, matures on May 20, 2025. In connection with the convertible note agreement, the Company issued 70,000 warrants exercisable at $0.85 per share. The warrants were fully vested at issuance and expire on May 20, 2027. The warrants, valued at approximately $42,000, represented approximately 38% of the total consideration received and resulted in an additional discount on the notes totaling $26,281 pursuant to ASC 470-20-30.

 

The following table presents a summary of the Company’s convertible notes payable at June 30, 2024

 

 

 

 

 

 

 

Balances - At Issuance

 

 

Balances – 6/30/2024

 

Origination

 

Maturity

 

Interest

 

 

Conversion Rate

 

Principal

 

 

Discount

 

 

Principal

 

 

Discount

 

12/18/2023

 

6/18/2025

 

 

14%

 

$3.20Share

 

 

50,000

 

 

 

35,241

 

 

 

50,000

 

 

 

22,483

 

5/9/2024

 

7/5/2024

 

 

24%

 

$1.25/Share

 

 

100,000

 

 

 

54,391

 

 

 

100,000

 

 

 

7,256

 

5/17/2024

 

7/17/2024

 

 

24%

 

$1.25/Share

 

 

80,000

 

 

 

37,684

 

 

 

80,000

 

 

 

10,049

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$230,000

 

 

$40,148

 

 

 
11

Table of Contents

 

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

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

 

 

Notes Payable

 

From January 29, 2024, to March 29, 2024, the Company and seven holders of notes payable which matured between January 29, 2024, and March 29, 2024, agreed to extend the maturity of the note payables, which had outstanding principal balances totaling $580,000, 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 580,000 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 $906,669, resulted in a discount on the notes totaling $353,271 pursuant to ASC 470-20-30.

 

 
12

Table of Contents

 

 

On April 10, 2024, the Company received funding from a Bridge Loan and Security Agreement (“Agreement”) entered into with Clearview Funding Group LLC (“Lender”) on March 26, 2024.  Pursuant to the terms of the Agreement, the Company borrowed an aggregate of $800,000 from the Lender and is required to repay to Lender a total of $1,080,000 (“Repayment Amount”). The Repayment Amount will be made to Lender over a period of forty-eight (48) weeks on a weekly basis. The Company shall pay $7,375 per week during the first twelve weeks and $27,375 per week for the next thirty-six weeks.  In connection with the Agreement, the Company has granted a security interest to Lender in certain of the Company’s assets, subject to prior security interests as more fully described in the Agreement, as collateral for the repayment of the Repayment Amount. The Company may prepay the then outstanding Repayment Amount at any time, however, if the Company seeks to repay the Repayment Amount within 120 days from April 10, 2024 the Lender has agreed to provide the Company an early prepayment discount.  In connection with the Agreement, the Company agreed to issue 100,000 shares of its common stock to the Lender as a commitment fee. The common stock, valued at $144,000, resulted in a discount totaling $121,251 pursuant to ASC 470-20-30.

 

On June 11, 2024, the Company’s board of directors authorized the Company to enter into a Bridge Loan and Security Agreement (“Agreement”) with Clearview Funding Group LLC (“Lender”).  Pursuant to the terms of the Agreement, the Company will borrow an aggregate of $600,000 from the Lender and is required to repay to Lender a total of $870,000 (“Repayment Amount”). On June 14, 2024, the Lender advanced $200,000 of the loan to the Company pursuant to the Agreement.  The Repayment Amount will be paid to Lender over a period of twenty-eight (28) weeks on a weekly basis (“Term”).   In connection with the Agreement, the Company granted a security interest to Lender in certain of the Company’s assets, subject to prior security interests as more fully described in the Agreement, as collateral for the repayment of the Repayment Amount. The Company may prepay the then outstanding Repayment Amount at any time, however, if the Company repays the Repayment Amount within sixty days from the date of the Agreement the Lender has agreed to provide the Company an early prepayment discount.  In connection with the Agreement, the Company agreed to issue 200,000 shares of its common stock to the Lender as a commitment fee. The common stock, valued at $137,800, resulted in a discount totaling $110,954 pursuant to ASC 470-20-30.

 

 
13

Table of Contents

 

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

The following table presents a summary of the Company’s notes payable at June 30, 2024:

 

 

 

 

 

 

Balances - At Issuance

 

 

Balances – 6/30/2024

 

Origination

 

Maturity

 

Interest

 

 

Principal

 

 

Discount

 

 

Principal

 

 

Discount

 

5/29/2020

 

3/31/2050

 

 

4%

 

$20,400

 

 

$-

 

 

$20,400

 

 

$-

 

7/29/2022

 

7/29/2024

 

 

10%

 

 

50,000

 

 

 

29,664

 

 

 

50,000

 

 

 

4,980

 

8/11/2022

 

8/11/2024

 

 

10%

 

 

150,000

 

 

 

88,247

 

 

 

150,000

 

 

 

21,149

 

3/26/2024

 

3/15/2025

 

-

%

 

 

960,000

 

 

 

313,736

 

 

 

913,375

 

 

 

263,516

 

6/11/2024

 

1/11/2025

 

-

%

 

 

720,000

 

 

 

261,439

 

 

 

708,000

 

 

 

239,064

 

6/14/2024

 

6/30/2024

 

 

5%

 

 

100,000

 

 

 

-

 

 

 

100,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$1,941,775

 

 

$528,709

 

 

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

 

 

Line of Credit

 

On October 3, 2014, the Company entered into a $30,000 line of credit agreement with a former member of the Company. The line of credit has no maturity with interest at 8.00%. As of June 30, 2024, the outstanding principal and accrued interest totaled $33,210.

 

 
14

Table of Contents

 

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Future Maturities

 

The table below summarizes future maturities of the Company’s debt as of June 30, 2024:

 

June 30,

 

Amount

 

2025

 

$2,181,375

 

2026

 

 

-

 

2027

 

 

-

 

2028

 

 

-

 

2029

 

 

-

 

Thereafter

 

 

20,400

 

 

 

 

2,201,775

 

Less - Discounts

 

 

(568,857 )

 

 

$1,632,918

 

 

NOTE 5 – EQUITY

 

Common Stock

 

During February 2024, the Company paid $38,382 in accrued interest due to noteholders by issuing 28,829 shares of common stock.

 

Preferred Stock

 

During June 2024, the Company designated 12,000 shares of Preferred Stock as Series A Preferred Stock. The Series A Preferred Stock has a stated value of $1,000 per share and shall accrue dividends on a quarterly basis at a rate of 12% per annum which shall be paid in kind. The Series A Preferred Stock is convertible, at any time after issuance, into shares of the Company’s common stock at $850 per share of Series A Preferred Stock, proportionately adjusted in the event of a stock split, stock combination or similar event. Thereafter, the conversion price shall be equal to the product of the: (i) VWAP on the conversion date and (ii) 0.75.  In no event shall the conversion price ever be less than $100 per share, proportionately adjusted in the event of a stock split, stock combination or similar event up to a maximum adjustment of $500 per share. The Company may redeem all, or a portion, of the Series A Preferred Stock outstanding at any time, in cash at a price equal to the stated value plus accrued dividends. The Series A Preferred Stock will rank, with respect to rights to the distribution of assets in the event of any liquidation, dissolution or winding up of the Company: (i) senior to the Company’s Common Stock, par value $0.0001 per share (“Common Stock”); (ii) on parity with all Preferred Stock of the Company with terms specifically providing that such Preferred Stock rank on parity with the Series A Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Company; (iii) senior to all Preferred Stock of the Company with terms specifically providing that such Preferred Stock rank junior to the Series A Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Company, and (iv) junior to all Preferred Stock of the Company with terms specifically providing that such Preferred Stock rank senior to the Series A Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Company.

 

 
15

Table of Contents

 

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Warrants

 

During the period ended June 30, 2024, 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 4.10% to 4.60%; volatility ranging from 209% to 302% based on the historical volatility of the Company’s common stock; exercise prices of $0.85 to $1.00; and terms of 36 to 43 months.

 

From January 10, 2024, to February 20, 2024, eight warrant holders cashless exercised a total of 5,457,500 warrants to purchase common stock, resulting in the issuance of 3,839,559 shares of common stock.

 

The table below summarizes the Company’s warrants for the period ended June 30, 2024:

 

 

 

Number of

Shares

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining Life

(in years)

 

Warrants as of December 31, 2023

 

 

17,046,823

 

 

$0.76

 

 

 

1.73

 

Issued

 

 

250,000

 

 

$0.85

 

 

 

3.00

 

Forfeited

 

 

-

 

 

$-

 

 

 

-

 

Exercised

 

 

(5,457,500 )

 

$0.54

 

 

 

2.22

 

Warrants as of June 30, 2024

 

 

11,839,323

 

 

$0.86

 

 

 

4.68

 

 

At June 30, 2024, warrants to purchase 11,589,323 shares of common stock were vested and warrants to purchase 250,000 shares of common stock remained unvested. The Company expects to incur expenses for the unvested warrants totaling $165,000 as they vest.

 

Options

 

During the period ended June 30, 2024, the Company calculated the fair value of the options granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rate of 3.97%; volatility of 267% based on the historical volatility of the Company’s common stock; exercise price of $1.95; and terms of 5 years. The fair value of options granted is expensed as vesting occurs over the applicable service periods.

 

The following table summarizes the Company’s options for the period ended June 30, 2024:

 

 

 

Number of

Shares

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining Life

(in years)

 

Options as of December 31, 2023

 

 

9,024,068

 

 

$0.83

 

 

 

3.77

 

Issued

 

 

500,000

 

 

$1.95

 

 

 

5.00

 

Forfeited

 

 

(1,000,000)

 

$0.96

 

 

 

3.05

 

Exercised

 

 

-

 

 

$-

 

 

 

-

 

Options as of June 30, 2024

 

 

8,524,068

 

 

$0.88

 

 

 

3.42

 

 

At June 30, 2024, options to purchase 6,196,307 shares of common stock were vested and options to purchase 2,327,761 shares of common stock remained unvested. The Company expects to incur expenses for the unvested options totaling $1,308,000 as they vest.

 

 
16

Table of Contents

  

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

Shareholder Advances and Payables

 

At December 31, 2023, the Company had advances payable of $22,154 due to the Company’s President and CEO, Mr. Todd Michaels. Mr. Michaels is also a member of the Company’s Board of Directors. The advances payable balance was settled during June 2024, as detailed in Note 4.

 

At December 31, 2023, the Company had advances payable of $11,865 due to a significant shareholder. The advances payable balance was settled during June 2024, as detailed in Note 4.

 

At December 31, 2023, the Company had advances payable of $62,500 due to the Company’s largest shareholder. The advances payable balance was settled during June 2024, as detailed in Note 4.

 

At December 31, 2023, the Company had accounts payable of $258,000 due to Elysian Fields Disposal, LLC, an entity owned by the Company’s largest shareholder. The accounts payable balance was settled during June 2024, as detailed in Note 4.

 

At December 31, 2023, the Company had accounts payable of $78,346 due to Loutex Production Company, an entity owned by the Company’s largest shareholder. The accounts payable balance was settled during June 2024, as detailed in Note 4.

 

At June 30, 2024 and December 31, 2023, the Company had accounts payable of $230,000 and $120,000, respectively, due to P&C Ventures, Inc. The Company incurred $120,000 of operating expenses with P&C Ventures Inc. during the period ended June 30, 2024. 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 June 30, 2024 and December 31, 2023, the Company had accounts payable of $172,000 and $344,000, respectively due to Michaels Consulting, an entity owned by the wife of Mr. Michaels. $172,000 of the accounts payable balance was settled during June 2024, as detailed in Note 4.

 

Notes Payable

 

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. During January 2023, the Company amended the January 2022 note agreement with P&C Ventures, Inc. and issued warrants related to the amendment. During July 2023, the Company amended the January 2023 agreement and modified warrants related to the original note. During December 2023, the Company amended the July 2023 agreement and modified warrants related to the original note. P&C Ventures, Inc. was the holder of the $1,563,929 note maturing on July 8, 2024. This note, along with accrued interest payable of $96,085, was one of the notes settled during June 2024, as detailed in Note 4.

 

The wife of Mr. Michaels was the holder of a $50,000 note maturing on September 7, 2024. This note was one of the notes extended during March 2024, as detailed in Note 4. 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 50,000 warrants to purchase shares of common stock, originally issued with the note payable and set to expire on the maturity date of the note payable, exercisable at $1.00 per share by approximately three years. The extension of the warrants, which were valued at $73,725, resulted in a discount on the notes totaling $29,794 pursuant to ASC 470-20-30. This note, along with accrued interest payable of $2,274, was one of the notes settled during June 2024, as detailed in Note 4.

 

Mr. Michaels is the holder of the $100,000 note maturing on June 30, 2024 (Note 4).

 

The Company’s largest shareholder was the holder of the $25,000 note maturing on May 9, 2024. This note, along with accrued interest payable of $1,137, was one of the notes settled during June 2024, as detailed in Note 4.

 

Convertible Notes Payable

 

Mr. Michaels was the holder of the $100,000 convertible note maturing on July 24, 2024. This note, along with accrued interest payable of $6,367, was one of the notes settled during June 2024, as detailed in Note 4.

 

Mr. Charles Markovic is the holder of the $100,000 convertible note which matured on July 5, 2024 (Note 4).

 

Mr. Michaels is the holder of the $80,000 convertible note which matured on July 17, 2024 (Note 4).

 

 

 

 
17

Table of Contents

 

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

 

Director Options

 

During January 2024, two of the Company’s directors, Dr. Christine Gulbranson and Alina Zagaytova, each received 250,000 options (Note 5) valued at approximately $474,000. The options vested immediately upon issuance.

 

Accrued Bonus

 

At June 30, 2024, and December 31, 2023, the Company had accrued bonus compensation for its CEO of approximately $150,000.

 

At June 30, 2024 and December 31, 2023, the Company had accrued bonus compensation for its former CFOs of approximately $165,000.

 

NOTE 7 – INTANGIBLE ASSETS

 

The Company’s intangible assets as of June 30, 2024, are summarized as follows:

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

Type

 

Useful Life

 

Amount

 

 

Amortization

 

 

Net

 

Development rights

 

2-3 years

 

$769,383

 

 

$306,161

 

 

$463,222

 

Customer relationships

 

5 years

 

 

233,800

 

 

 

116,900

 

 

 

116,900

 

 

 

 

 

$1,003,183

 

 

$423,061

 

 

$580,122

 

 

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

 

 

Future amortization of the Company’s intangible assets as of June 30, 2024 are as follows:

 

December 31,

 

Amount

 

2024

 

$159,942

 

2025

 

 

286,852

 

2026

 

 

133,328

 

 

 

$580,122

 

 

 
18

 

  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our financial statements and related notes appearing elsewhere in this report. This discussion and analysis contain forward looking statements that involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in these forwarding looking statements as a result of certain factors, including but not limited to, those which are not within our control.

 

Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue,” and the negatives thereof or similar expressions to identify forward-looking statements.

 

Overview

 

Correlate Energy Corp. (OTCQB: CIPI), through its main operating subsidiary, Correlate Inc., offers a complete suite of proprietary clean energy assessment and fulfilment solutions for the commercial real estate industry. The Company believes scaling distributed clean energy solutions is critical in mitigating the effects of climate change. We believe that we are at the forefront in creating an industry-leading energy solution and financing platform for the commercial and industrial sector. The Company sees tremendous market opportunity in reducing site-specific energy consumption and deploying clean energy generation and energy efficiency solutions at scale.

 

Recently Issued Accounting Pronouncements

 

During the six months ended June 30, 2024, and through August 14, 2024, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”). Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements.

 

All other new accounting pronouncements issued but not yet effective or adopted have been deemed not to be relevant to us, hence are not expected to have any impact once adopted.

 

Summary of Significant Accounting Policies

 

There have been no changes from the Summary of Significant Accounting Policies described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 1, 2024.

 

Liquidity and Capital Resources

 

At June 30, 2024, the Company had a cash balance of $255,290, as compared to a cash balance of $1,412,379 at December 31, 2023. The Company reported net cash flows used in operating activities of $2,677,283 for the six months ended June 30, 2024, compared to $689,666 for the six months ended June 30, 2023. The $1,987,617 increase in cash flows used in operating activities for the six months ended June 30, 2024, was primarily driven by an increase in cash used for contract liabilities and contract assets of $1,796,727 and $685,156, respectively.  The Company reported cash flows used in investing activities of $68,196 during the six months ended June 30, 2024, and had no investing activities for the six months ended June 30, 2023. Cash used for investing activities in 2024 was related to the purchase of property and equipment. The Company had net cash flows from financing activities of $1,588,390 during the six months ended June 30, 2024, compared to $1,734,330 during the six months ended June 30, 2023. Cash flows from financing activities during the six months ended June 30, 2024, were the result of $1,687,015 in proceeds from loan agreements and $98,625 in repayments of loan agreements.  Cash flows from financing activities during the six months ended June 30, 2023, were the result of $1,804,950 in proceeds from loan agreements and $70,620 in repayments of loan agreements.

 

Our ability to successfully execute our business plan is contingent upon us obtaining additional financing and/or upon realizing revenues sufficient to fund our ongoing expenses. Until we are able to sustain our ongoing operations through revenues, we intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

 

The Company expects to raise significant debt or equity capital in order to fund expanding operations in the near future.

 

 
19

Table of Contents

 

Results of Operations

 

Comparison of the Three Months Ended June 30, 2024 and 2023

 

For the three months ended June 30, 2024 and 2023, the Company’s revenues totaled $1,863,242 and $4,158,122, respectively. Gross loss for the three months ended June 30, 2024, totaled $717,904 compared to a gross profit of $1,704,808 in the comparable prior year period. The Company experienced a slowdown in one of its core projects due to unexpected cost overruns which resulted in lower revenue recognition during the second quarter and a decrease in our profit margin on this project.  We anticipate the Company’s revenues and gross margins in upcoming quarters to increase from the current level as revenues are recognized from projects in progress and in the pipeline and as we commercialize new project opportunities and cover more fixed costs within cost of sales expanding our margins.

 

For the three months ended June 30, 2024, our operating expenses increased to $1,755,066 compared to $1,460,362 for the comparable period in 2023. The increase of $294,704, or 20%, was primarily driven by payroll and related expenses of $338,733 (included in general and administrative expenses) associated with added strategic management. We anticipate future operating expenses to increase with the expansion of operations, resulting in increased expenses related to wages and compensation, advertising, and insurance partially offset by added contribution margins from anticipated revenue growth.

 

For the three months ended June 30, 2024, other expenses totaled $19,752,696 compared to $1,183,783 in the comparable prior year period. The $18,568,913 increase in other expenses was primarily driven by the $16,861,344 loss on conversion of debt and accounts payable into equity and a $1,381,428 increase in the amortization of debt discount related to the debt conversion and new note agreements.  We anticipate other expenses to continue to be driven by these factors on a comparable basis throughout 2024.

 

The activities above resulted in net losses of $22,225,666 and $1,569,337 for the three months ended June 30, 2024 and 2023, respectively.

 

Comparison of the Six Months Ended June 30, 2024 and 2023

 

For the six months ended June 30, 2024 and 2023, the Company’s revenues were $2,296,041 and $4,208,856, respectively. The source of our revenues comes from engineering, procurement and construction services (“EPC”) and consulting services performed for solar energy projects. Gross loss for the six months ended June 30, 2024, totaled $666,327 compared to gross profit of $1,079,683 in the comparable prior year period. The Company experienced a slowdown in one of its core projects due to unexpected cost overruns which resulted in lower revenue recognition during the second quarter and a decrease in our profit margin on this project.  We anticipate the Company’s revenues and gross margins in upcoming quarters to increase from the current level as revenues are recognized from projects in progress and in the pipeline and as we commercialize new project opportunities and cover more fixed costs within cost of sales expanding our margins.

 

For the six months ended June 30, 2024, operating expenses were $4,788,041 compared to $2,668,510 in the comparable prior year period. The increase of $2,119,531, or 79%, was primarily driven by increases in stock-based compensation expenses of $1,214,701, payroll and related expenses of $759,095 (included in general and administrative expenses). These increases were the result of the addition of strategic management as well as both internal and outsourced staff to support our continued expansion efforts. We anticipate future operating expenses to increase with the expansion of operations, resulting in increased expenses related to wages and compensation, advertising, and insurance partially offset by added contribution margins from anticipated revenue growth.

 

For the six months ended June 30, 2024, other expenses totaled $21,247,740, compared to $3,390,863 in the comparable prior year period. The $17,856,877 increase in other expenses was primarily driven by the $16,861,344 loss on conversion of debt and accounts payable into equity and a $1,850,491 increase in the amortization of debt discount related to the debt conversion and new note agreements. We anticipate other expenses to continue to be driven by these factors on a comparable basis throughout 2024.

 

The activities above resulted in net losses of $26,702,108 and $4,979,690 for the six months ended June 30, 2024 and 2023, respectively.

 

Off Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

 
20

Table of Contents

 

Item 3. Qualitative and Quantitative Disclosures about Market Risk.

 

We are a smaller reporting company and, therefore, we are not required to provide information required by this item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our management conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of June 30, 2024, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the appropriate management on a basis that permits timely decisions regarding disclosure. Based upon that evaluation, our management concluded that the Company's disclosure controls and procedures as of June 30, 2024, were effective to provide reasonable assurance that information required to be disclosed in the Company’s periodic filings under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal controls over financial reporting during the quarter ended June 30, 2024, that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

 

Limitations on the Effectiveness of Controls

 

Our disclosure controls and procedures provide our management with reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within our company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.

 

 
21

Table of Contents

  

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 1A. Risk Factors.

 

We are a smaller reporting company and, therefore, we are not required to provide information required by this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3. Defaults upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

 
22

Table of Contents

 

Item 6. Exhibits.

 

Exhibit No.

 

Description of Document

 

 

 

31.1 *

 

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

31.2 *

 

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

32.1 *

 

Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).

32.2 *

 

Certification pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350).

101.INS

 

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document

101.CAL

 

Inline XBRL Taxonomy Calculation Linkbase Document

101.DEF

 

Inline XBRL Taxonomy Definition Linkbase Document

101.LAB

 

Inline XBRL Taxonomy Label Linkbase Document

101.PRE

 

Inline XBRL Taxonomy Presentation Linkbase Document

104

 

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). 

 

* A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

 
23

Table of Contents

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

Dated: August 14, 2024

 

Correlate Energy Corp.

(Registrant)

 

/s/ Todd Michaels

 

 

 

Todd Michaels

Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

Dated: August 14, 2024

 

Correlate Energy Corp.

(Registrant)

 

/s/ Charles Markovic

 

 

 

Charles Markovic

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 
24

 

nullnullnullnullv3.24.2.u1
Cover - shares
6 Months Ended
Jun. 30, 2024
Aug. 14, 2024
Cover [Abstract]    
Entity Registrant Name CORRELATE ENERGY CORP.  
Entity Central Index Key 0001108645  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Current Reporting Status Yes  
Document Period End Date Jun. 30, 2024  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
Entity Common Stock Shares Outstanding   57,862,619
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 000-55825  
Entity Incorporation State Country Code NV  
Entity Tax Identification Number 84-4250492  
Entity Address Address Line 1 176 S. Capitol Blvd.  
Entity Address Address Line 2 2nd Floor  
Entity Address City Or Town Boise  
Entity Address State Or Province ID  
Entity Address Postal Zip Code 83702  
City Area Code 855  
Local Phone Number 264-4060  
Entity Interactive Data Current Yes  
v3.24.2.u1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Current assets    
Cash $ 255,290 $ 1,412,379
Accounts receivable 191,101 408,816
Contract assets 439,986 53,445
Prepaid expenses and other current assets 1,166,904 1,010,781
Total current assets 2,053,281 2,885,421
Property and equipment    
Property and equipment, net 216,141 172,354
Total property and equipment 216,141 172,354
Other assets    
Intangible assets - customer relationships, net 116,900 140,280
Intangible assets - development rights, net 463,222 599,784
Goodwill 762,851 762,851
Total other assets 1,342,973 1,502,915
Total assets 3,612,395 4,560,690
Current liabilities    
Accounts payable 3,057,698 304,400
Accounts payable, related party 402,000 800,346
Accrued expenses 909,731 1,136,099
Customer deposits 248,773 1,787,739
Shareholder advances 0 96,519
Line of credit 30,000 30,000
Notes payable, current portion, net of discount 1,444,702 1,229,773
Convertible notes payable, current portion, net of discount 189,852 1,420,160
Total current liabilities 6,282,756 6,805,036
Convertible notes payable, net of current portion and discount 0 935,307
Total liabilities 6,282,756 7,740,343
Stockholders' deficit    
Preferred stock $0.0001 par value; authorized 50,000,000 shares with 7,808.77 and -0- issued and outstanding at June 30, 2024 and December 31, 2023, respectively 1 0
Common stock $0.0001 par value; authorized 400,000,000 shares with 57,862,619 and 36,270,674 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively 5,786 3,627
Additional paid-in capital 45,082,785 17,873,545
Accumulated deficit (47,758,933) (21,056,825)
Total stockholders' deficit (2,670,361) (3,179,653)
Total liabilities and stockholders' deficit $ 3,612,395 $ 4,560,690
v3.24.2.u1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS    
Preferred Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Preferred Stock, Shares Authorized 50,000,000 50,000,000
Preferred Stock, Shares Issued 7,808 0
Preferred Stock, Shares Outstanding 7,808 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 57,862,619 36,270,674
Common Stock, Shares, Outstanding 57,862,619 36,270,674
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)        
Revenues $ 1,863,242 $ 4,158,122 $ 2,296,041 $ 4,208,856
Cost of revenues 2,581,146 3,083,314 2,962,368 3,129,173
Gross profit (717,904) 1,074,808 (666,327) 1,079,683
Operating expenses        
General and administrative 1,010,913 813,794 2,126,860 1,389,247
Stock-based compensation 353,020 330,524 1,799,076 584,375
Legal and professional 298,963 278,908 677,754 632,244
Depreciation and amortization 92,170 37,136 184,351 62,644
Total operating expenses 1,755,066 1,460,362 4,788,041 2,668,510
Loss from operations (2,472,970) (385,554) (5,454,368) (1,588,827)
Other income (expense)        
Interest expense (173,271) (156,898) (410,970) (254,251)
Amortization of debt discount (2,681,275) (1,299,847) (3,938,620) (2,088,129)
Financing costs (40,000) (347,726) (40,000) (4,156,291)
Loss on settlement of liabilities (16,861,344) 0 (16,861,344) 0
Other income 3,194 0 3,194 0
Change in fair value of derivative liability 0 620,688 0 3,107,808
Total other income (expense) (19,752,696) (1,183,783) (21,247,740) (3,390,863)
Net loss $ (22,225,666) $ (1,569,337) $ (26,702,108) $ (4,979,690)
Loss per share $ (0.50) $ (0.04) $ (0.65) $ (0.14)
Weighted average shares outstanding - basic 44,054,993 36,294,779 41,362,156 35,816,239
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT (Unaudited) - USD ($)
Total
Preferred Stock
Common Stock
Additional Paid-In Capital
Accumulated Deficit
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)
Issuance of shares for services, shares     17,045    
Issuance of shares for services, amount 15,000 0 $ 2 14,998 0
Issuance of shares for financing costs, shares     4,245    
Issuance of shares for financing costs, amount 4,500 0 $ 0 4,500 0
Issuance of shares for the payment of accrued interest, shares     5,655    
Issuance of shares for the payment of accrued interest, amount 7,588 0 $ 1 7,587 0
Stock based compensation 253,851 0 0 253,851 0
Settlement of derivative liability 50,582 0 0 50,582 0
Net loss (3,410,353) 0 $ 0 0 (3,410,353)
Balance, shares at Mar. 31, 2023     35,350,571    
Balance, amount at Mar. 31, 2023 (5,884,506) 0 $ 3,535 5,790,738 (11,678,779)
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)
Stock based compensation 584,375        
Net loss (4,979,690)        
Balance, shares at Jun. 30, 2023     36,152,561    
Balance, amount at Jun. 30, 2023 (803,545) 0 $ 3,615 12,440,956 (13,248,116)
Balance, shares at Mar. 31, 2023     35,350,571    
Balance, amount at Mar. 31, 2023 (5,884,506) 0 $ 3,535 5,790,738 (11,678,779)
Issuance of shares for services, shares     500,000    
Issuance of shares for services, amount 132,812 0 $ 50 132,762 0
Issuance of shares for the payment of accrued interest, shares     7,661    
Issuance of shares for the payment of accrued interest, amount 6,513 0 $ 1 6,512 0
Stock based compensation 330,524 0 0 330,524 0
Settlement of derivative liability 5,844,608 0 0 5,844,608 0
Net loss (1,569,337) 0 0 0 (1,569,337)
Issuance of warrants in connection with debt 28,334 0 $ 0 28,334 0
Issuance of shares for intangible assets, shares     362,319    
Issuance of shares for intangible assets, amount 250,000 0 $ 36 249,964 0
Issuance of shares for property and equipment, shares     92,010    
Issuance of shares for property and equipment, amount 57,507 0 $ 9 57,498 0
Issuance of returnable shares, shares     1,200,000    
Issuance of returnable shares, amount 0 0 $ 120 (120) 0
Return of returnable shares, shares     (1,360,000)    
Return of returnable shares, amount 0 0 $ (136) 136 0
Balance, shares at Jun. 30, 2023     36,152,561    
Balance, amount at Jun. 30, 2023 (803,545) 0 $ 3,615 12,440,956 (13,248,116)
Balance, shares at Dec. 31, 2023     36,270,674    
Balance, amount at Dec. 31, 2023 (3,179,653) 0 $ 3,627 17,873,545 (21,056,825)
Issuance of shares for the payment of accrued interest, shares     28,829    
Issuance of shares for the payment of accrued interest, amount 38,382 0 $ 3 38,379 0
Stock based compensation 1,446,056 0 0 1,446,056 0
Net loss (4,476,442) 0 0 0 (4,476,442)
Issuance of warrants in connection with debt 353,272 0 $ 0 353,272 0
Issuance of shares for the cashless exercise of warrants, shares     3,839,559    
Issuance of shares for the cashless exercise of warrants, amount 0 0 $ 384 (384) 0
Balance, shares at Mar. 31, 2024     40,139,062    
Balance, amount at Mar. 31, 2024 (5,818,385) 0 $ 4,014 19,710,868 (25,533,267)
Balance, shares at Dec. 31, 2023     36,270,674    
Balance, amount at Dec. 31, 2023 (3,179,653) $ 0 $ 3,627 17,873,545 (21,056,825)
Stock based compensation 1,799,076        
Net loss (26,702,108)        
Balance, shares at Jun. 30, 2024   7,809 57,862,619    
Balance, amount at Jun. 30, 2024 (2,670,361) $ 1 $ 5,786 45,082,785 (47,758,933)
Balance, shares at Mar. 31, 2024     40,139,062    
Balance, amount at Mar. 31, 2024 (5,818,385) 0 $ 4,014 19,710,868 (25,533,267)
Stock based compensation 353,020 0 0 353,020 0
Net loss (22,225,666) 0 0 0 (22,225,666)
Issuance of warrants in connection with debt 118,356 0 $ 0 118,356 0
Issuance of shares in connection with debt, shares     300,000    
Issuance of shares in connection with debt, amount 232,205 $ 0 $ 30 232,175 0
Issuance of shares and warrants for the settlement of liabilities, shares   7,809 17,423,557    
Issuance of shares and warrants for the settlement of liabilities, amount 24,670,109 $ 1 $ 1,742 24,668,366 0
Balance, shares at Jun. 30, 2024   7,809 57,862,619    
Balance, amount at Jun. 30, 2024 $ (2,670,361) $ 1 $ 5,786 $ 45,082,785 $ (47,758,933)
v3.24.2.u1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Operating activities    
Net loss $ (26,702,108) $ (4,979,690)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation and amortization 184,351 62,643
Amortization of debt discount 3,938,620 2,088,129
Stock issued for services 0 147,812
Stock-based compensation 1,799,076 584,375
Financing costs 40,000 4,156,291
Loss on settlement of liabilities 16,861,344 0
Change in fair value of derivative liability 0 (3,107,808)
Changes in operating assets and liabilities:    
Accounts receivable 217,715 0
Contract assets (386,541) 298,615
Prepaid expenses and other current assets (156,123) (268,269)
Accounts payable 2,863,944 (50,683)
Accrued expenses 201,405 121,158
Customer deposits (1,538,966) 257,761
Net cash used in operating activities (2,677,283) (689,666)
Investing activities    
Purchase of property and equipment (68,196) 0
Net cash used in investing activities (68,196) 0
Financing activities    
Proceeds from issuance of notes payable 1,437,015 0
Proceeds from issuance of convertible notes payable 250,000 1,804,950
Repayment of notes payable (98,625) (70,620)
Net cash provided by financing activities 1,588,390 1,734,330
Net increase (decrease) in cash (1,157,089) 1,044,664
Cash - beginning of period 1,412,379 96,308
Cash - end of period 255,290 1,140,972
Cash paid for income taxes 0 0
Cash paid for interest 183,689 70,274
Supplemental schedule of non-cash investing and financing activities    
Shares issued for settlement of accrued interest 38,382 7,589
Discount on notes payable from issuance of warrants 353,272 0
Discount on convertible notes payable from issuance of warrants 118,356 0
Discount on notes payable from issuance of common stock 232,205 0
Discount on notes payable 342,970 0
Discount on notes payable from derivative liability 0 1,563,929
Discount on convertible notes payable from derivative liability 0 1,804,950
Accrued interest settled through note payable 0 78,929
Settlement of derivative liability $ 0 $ 50,582
v3.24.2.u1
NATURE OF THE ORGANIZATION AND BUSINESS
6 Months Ended
Jun. 30, 2024
NATURE OF THE ORGANIZATION AND BUSINESS  
NATURE OF THE ORGANIZATION AND BUSINESS

NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS

 

Nature of the Business

 

On June 8, 2023, Correlate Energy Corp. (the “Company” 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.

 

The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries Correlate, Inc. (“Correlate”) and Distributed Energy Capital, LLC (“Distributed”).

 

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. 

 

Going Concern

 

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and has not generated positive cash flows from operations. These matters, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plans with respect to operations include aggressive marketing, acquisitions, and raising additional capital through sales of equity or debt securities as may be necessary to pursue its business plans and sustain operations until such time as the Company can achieve profitability. Management believes that aggressive marketing combined with acquisitions and additional financing as necessary will result in improved operations and cash flow in 2024 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

 

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant inter-company transactions and balances have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid debt instruments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents as of June 30, 2024, and December 31, 2023.

 

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 consist 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 creditworthiness, 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. There were no doubtful accounts as of June 30, 2024, and December 31, 2023.

 

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.

 

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 the business climate, market conditions or other events that indicate an asset’s carrying amount may not be recoverable. The 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 condensed consolidated balance sheets approximates fair value.

 

Fair Value Measurement

 

ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our condensed consolidated balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair value, but GAAP provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our condensed consolidated balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.”

 

Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s condensed consolidated balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred.

 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

 

Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or

 

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The Company did not have any Level 1, Level 2 or Level 3 assets and liabilities at June 30, 2024, or December 31, 2023.

 

The following is a summary of activity of Level 3 liabilities during the six months ended June 30, 2023:

 

Balance - December 31, 2022

 

$722,328

 

Additions

 

 

8,280,670

 

Settlement

 

 

(5,895,190 )

Change in fair value

 

 

(3,107,808 )

Balance – June 30, 2023

 

$-

 

 

Under the Company’s contract ordering policy, the Company first considers common shares issued and outstanding as well as reserved but unissued equity awards, such as under an equity award program. All remaining equity linked instruments such as, but not limited to, options, warrants, and debt and equity with conversion features are evaluated based on the date of issuance. If the number of shares which may be issued under the Company’s agreements exceed the authorized number of shares or are unable to be determined, equity linked instruments from that date forward are considered to be derivative liabilities until such time as the number of shares which may be issued under the Company’s agreements no longer exceed the authorized number of shares and are able to be determined.

 

Commitments and Contingencies

 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probable that a liability has been incurred and the amount can be reasonably estimated.

 

Income Taxes

 

In accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

 

In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense.

 

Basic and Diluted Loss Per Share

 

FASB ASC Topic 260, “Earnings Per Share”, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (“EPS”) computations.

 

Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

 

The Company had potential additional dilutive securities outstanding at June 30, 2024, and 2023, as follows.

 

 

 

June 30,

 

 

June 30,

 

 

 

2024

 

 

2023

 

Options

 

 

8,524,068

 

 

 

6,284,068

 

Warrants

 

 

11,839,323

 

 

 

12,196,254

 

Convertible notes payable

 

 

159,625

 

 

 

817,172

 

 

 

 

20,523,016

 

 

 

19,297,494

 

 

Recently Issued Accounting Standards

 

During the period ended June 30, 2024, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements.

v3.24.2.u1
COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2024
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.

v3.24.2.u1
DEBT
6 Months Ended
Jun. 30, 2024
DEBT  
DEBT

NOTE 4 – DEBT

 

Conversion Agreements

 

Between June 6, 2024, and June 14, 2024, the Company entered into debt conversion agreements with noteholders for the conversion of an aggregate of $7,203,270 of outstanding notes payable and convertible notes payable (including principal and interest) and with other entities and persons owed money by the Company in the aggregate amount of $605,495 consisting of outstanding advances payable and accounts payable (the “Debt Conversion”). In connection with the Debt Conversion, the Company issued an aggregate of 7,808.767 shares of its Series A Preferred Stock and 17,423,557 shares of Common Stock to the former debtholders. Additionally, the Company agreed to extend the term of outstanding warrants held by the noteholders that converted their debt for a period of three (3) years from their current expiration dates.  In connection with the issuance of the Series A Preferred Stock and the Common Stock, each holder entered into a Lockup/Leakout Agreement with the Company, pursuant to which none of the shares of Common Stock issuable upon conversion of the Preferred Stock may be sold for a period of six months from the date of issuance and seventy percent (70%) of the shares of Common Stock issued in connection with the debt conversion may be sold 1/7th per month during each thirty (30) day period commencing thirty (30) days after the date of the Lockup/Leakout Agreement. A summary of the settlement is as follows:

 

Liabilities settled:

 

 

 

Notes payable

 

$2,068,929

 

Convertible notes payable

 

 

4,744,950

 

Accrued interest payable

 

 

389,391

 

Accounts payable

 

 

605,495

 

 

 

$7,808,765

 

Value of equity issued:

 

 

 

 

Series A Preferred Stock

 

$11,358,499

 

Common Stock

 

 

11,121,637

 

Extension of Warrants

 

 

2,189,974

 

 

 

$24,670,110

 

Loss on settlement of liabilities

 

$16,861,345

 

 

Convertible Notes Payable

 

On May 9, 2024, the Company entered into a convertible note agreement with Mr. Charles Markovic, CFO, totaling $100,000. The note, which bears interest at 2% per month, matured on July 5, 2024. In connection with the convertible note agreement, the Company issued 100,000 warrants exercisable at $0.85 per share. The warrants were fully vested at issuance and expire on May 6, 2027. The warrants, valued at approximately $119,000, represented approximately 54% of the total consideration received and resulted in an additional discount on the notes totaling $54,391 pursuant to ASC 470-20-30.

 

On May 17, 2024, the Company entered into a convertible note agreement with Mr. Todd Michaels, CEO, totaling $80,000. The note, which bears interest at 2% per month, matured on July 17, 2024. In connection with the convertible note agreement, the Company issued 80,000 warrants exercisable at $0.85 per share. The warrants were fully vested at issuance and expire on May 17, 2027. The warrants, valued at approximately $71,000, represented approximately 47% of the total consideration received and resulted in an additional discount on the notes totaling $37,684 pursuant to ASC 470-20-30.

 

On May 20, 2024, the Company entered into a convertible note agreement totaling $70,000. The note, which bears interest at 2% per month, matures on May 20, 2025. In connection with the convertible note agreement, the Company issued 70,000 warrants exercisable at $0.85 per share. The warrants were fully vested at issuance and expire on May 20, 2027. The warrants, valued at approximately $42,000, represented approximately 38% of the total consideration received and resulted in an additional discount on the notes totaling $26,281 pursuant to ASC 470-20-30.

 

The following table presents a summary of the Company’s convertible notes payable at June 30, 2024

 

 

 

 

 

 

 

Balances - At Issuance

 

 

Balances – 6/30/2024

 

Origination

 

Maturity

 

Interest

 

 

Conversion Rate

 

Principal

 

 

Discount

 

 

Principal

 

 

Discount

 

12/18/2023

 

6/18/2025

 

 

14%

 

$3.20Share

 

 

50,000

 

 

 

35,241

 

 

 

50,000

 

 

 

22,483

 

5/9/2024

 

7/5/2024

 

 

24%

 

$1.25/Share

 

 

100,000

 

 

 

54,391

 

 

 

100,000

 

 

 

7,256

 

5/17/2024

 

7/17/2024

 

 

24%

 

$1.25/Share

 

 

80,000

 

 

 

37,684

 

 

 

80,000

 

 

 

10,049

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$230,000

 

 

$40,148

 

 

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

 

 

Notes Payable

 

From January 29, 2024, to March 29, 2024, the Company and seven holders of notes payable which matured between January 29, 2024, and March 29, 2024, agreed to extend the maturity of the note payables, which had outstanding principal balances totaling $580,000, 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 580,000 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 $906,669, resulted in a discount on the notes totaling $353,271 pursuant to ASC 470-20-30.

 

On April 10, 2024, the Company received funding from a Bridge Loan and Security Agreement (“Agreement”) entered into with Clearview Funding Group LLC (“Lender”) on March 26, 2024.  Pursuant to the terms of the Agreement, the Company borrowed an aggregate of $800,000 from the Lender and is required to repay to Lender a total of $1,080,000 (“Repayment Amount”). The Repayment Amount will be made to Lender over a period of forty-eight (48) weeks on a weekly basis. The Company shall pay $7,375 per week during the first twelve weeks and $27,375 per week for the next thirty-six weeks.  In connection with the Agreement, the Company has granted a security interest to Lender in certain of the Company’s assets, subject to prior security interests as more fully described in the Agreement, as collateral for the repayment of the Repayment Amount. The Company may prepay the then outstanding Repayment Amount at any time, however, if the Company seeks to repay the Repayment Amount within 120 days from April 10, 2024 the Lender has agreed to provide the Company an early prepayment discount.  In connection with the Agreement, the Company agreed to issue 100,000 shares of its common stock to the Lender as a commitment fee. The common stock, valued at $144,000, resulted in a discount totaling $121,251 pursuant to ASC 470-20-30.

 

On June 11, 2024, the Company’s board of directors authorized the Company to enter into a Bridge Loan and Security Agreement (“Agreement”) with Clearview Funding Group LLC (“Lender”).  Pursuant to the terms of the Agreement, the Company will borrow an aggregate of $600,000 from the Lender and is required to repay to Lender a total of $870,000 (“Repayment Amount”). On June 14, 2024, the Lender advanced $200,000 of the loan to the Company pursuant to the Agreement.  The Repayment Amount will be paid to Lender over a period of twenty-eight (28) weeks on a weekly basis (“Term”).   In connection with the Agreement, the Company granted a security interest to Lender in certain of the Company’s assets, subject to prior security interests as more fully described in the Agreement, as collateral for the repayment of the Repayment Amount. The Company may prepay the then outstanding Repayment Amount at any time, however, if the Company repays the Repayment Amount within sixty days from the date of the Agreement the Lender has agreed to provide the Company an early prepayment discount.  In connection with the Agreement, the Company agreed to issue 200,000 shares of its common stock to the Lender as a commitment fee. The common stock, valued at $137,800, resulted in a discount totaling $110,954 pursuant to ASC 470-20-30.

 

The following table presents a summary of the Company’s notes payable at June 30, 2024:

 

 

 

 

 

 

Balances - At Issuance

 

 

Balances – 6/30/2024

 

Origination

 

Maturity

 

Interest

 

 

Principal

 

 

Discount

 

 

Principal

 

 

Discount

 

5/29/2020

 

3/31/2050

 

 

4%

 

$20,400

 

 

$-

 

 

$20,400

 

 

$-

 

7/29/2022

 

7/29/2024

 

 

10%

 

 

50,000

 

 

 

29,664

 

 

 

50,000

 

 

 

4,980

 

8/11/2022

 

8/11/2024

 

 

10%

 

 

150,000

 

 

 

88,247

 

 

 

150,000

 

 

 

21,149

 

3/26/2024

 

3/15/2025

 

-

%

 

 

960,000

 

 

 

313,736

 

 

 

913,375

 

 

 

263,516

 

6/11/2024

 

1/11/2025

 

-

%

 

 

720,000

 

 

 

261,439

 

 

 

708,000

 

 

 

239,064

 

6/14/2024

 

6/30/2024

 

 

5%

 

 

100,000

 

 

 

-

 

 

 

100,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$1,941,775

 

 

$528,709

 

 

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

 

 

Line of Credit

 

On October 3, 2014, the Company entered into a $30,000 line of credit agreement with a former member of the Company. The line of credit has no maturity with interest at 8.00%. As of June 30, 2024, the outstanding principal and accrued interest totaled $33,210.

 

Future Maturities

 

The table below summarizes future maturities of the Company’s debt as of June 30, 2024:

 

June 30,

 

Amount

 

2025

 

$2,181,375

 

2026

 

 

-

 

2027

 

 

-

 

2028

 

 

-

 

2029

 

 

-

 

Thereafter

 

 

20,400

 

 

 

 

2,201,775

 

Less - Discounts

 

 

(568,857 )

 

 

$1,632,918

 

v3.24.2.u1
EQUITY
6 Months Ended
Jun. 30, 2024
EQUITY  
EQUITY

NOTE 5 – EQUITY

 

Common Stock

 

During February 2024, the Company paid $38,382 in accrued interest due to noteholders by issuing 28,829 shares of common stock.

 

Preferred Stock

 

During June 2024, the Company designated 12,000 shares of Preferred Stock as Series A Preferred Stock. The Series A Preferred Stock has a stated value of $1,000 per share and shall accrue dividends on a quarterly basis at a rate of 12% per annum which shall be paid in kind. The Series A Preferred Stock is convertible, at any time after issuance, into shares of the Company’s common stock at $850 per share of Series A Preferred Stock, proportionately adjusted in the event of a stock split, stock combination or similar event. Thereafter, the conversion price shall be equal to the product of the: (i) VWAP on the conversion date and (ii) 0.75.  In no event shall the conversion price ever be less than $100 per share, proportionately adjusted in the event of a stock split, stock combination or similar event up to a maximum adjustment of $500 per share. The Company may redeem all, or a portion, of the Series A Preferred Stock outstanding at any time, in cash at a price equal to the stated value plus accrued dividends. The Series A Preferred Stock will rank, with respect to rights to the distribution of assets in the event of any liquidation, dissolution or winding up of the Company: (i) senior to the Company’s Common Stock, par value $0.0001 per share (“Common Stock”); (ii) on parity with all Preferred Stock of the Company with terms specifically providing that such Preferred Stock rank on parity with the Series A Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Company; (iii) senior to all Preferred Stock of the Company with terms specifically providing that such Preferred Stock rank junior to the Series A Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Company, and (iv) junior to all Preferred Stock of the Company with terms specifically providing that such Preferred Stock rank senior to the Series A Preferred Stock with respect to rights to the distribution of assets upon any liquidation, dissolution or winding up of the Company.

 

Warrants

 

During the period ended June 30, 2024, 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 4.10% to 4.60%; volatility ranging from 209% to 302% based on the historical volatility of the Company’s common stock; exercise prices of $0.85 to $1.00; and terms of 36 to 43 months.

 

From January 10, 2024, to February 20, 2024, eight warrant holders cashless exercised a total of 5,457,500 warrants to purchase common stock, resulting in the issuance of 3,839,559 shares of common stock.

 

The table below summarizes the Company’s warrants for the period ended June 30, 2024:

 

 

 

Number of

Shares

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining Life

(in years)

 

Warrants as of December 31, 2023

 

 

17,046,823

 

 

$0.76

 

 

 

1.73

 

Issued

 

 

250,000

 

 

$0.85

 

 

 

3.00

 

Forfeited

 

 

-

 

 

$-

 

 

 

-

 

Exercised

 

 

(5,457,500 )

 

$0.54

 

 

 

2.22

 

Warrants as of June 30, 2024

 

 

11,839,323

 

 

$0.86

 

 

 

4.68

 

 

At June 30, 2024, warrants to purchase 11,589,323 shares of common stock were vested and warrants to purchase 250,000 shares of common stock remained unvested. The Company expects to incur expenses for the unvested warrants totaling $165,000 as they vest.

 

Options

 

During the period ended June 30, 2024, the Company calculated the fair value of the options granted based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock on the date of issuance; risk-free interest rate of 3.97%; volatility of 267% based on the historical volatility of the Company’s common stock; exercise price of $1.95; and terms of 5 years. The fair value of options granted is expensed as vesting occurs over the applicable service periods.

 

The following table summarizes the Company’s options for the period ended June 30, 2024:

 

 

 

Number of

Shares

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining Life

(in years)

 

Options as of December 31, 2023

 

 

9,024,068

 

 

$0.83

 

 

 

3.77

 

Issued

 

 

500,000

 

 

$1.95

 

 

 

5.00

 

Forfeited

 

 

(1,000,000)

 

$0.96

 

 

 

3.05

 

Exercised

 

 

-

 

 

$-

 

 

 

-

 

Options as of June 30, 2024

 

 

8,524,068

 

 

$0.88

 

 

 

3.42

 

 

At June 30, 2024, options to purchase 6,196,307 shares of common stock were vested and options to purchase 2,327,761 shares of common stock remained unvested. The Company expects to incur expenses for the unvested options totaling $1,308,000 as they vest.

v3.24.2.u1
RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2024
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

NOTE 6 – RELATED PARTY TRANSACTIONS

 

Shareholder Advances and Payables

 

At December 31, 2023, the Company had advances payable of $22,154 due to the Company’s President and CEO, Mr. Todd Michaels. Mr. Michaels is also a member of the Company’s Board of Directors. The advances payable balance was settled during June 2024, as detailed in Note 4.

 

At December 31, 2023, the Company had advances payable of $11,865 due to a significant shareholder. The advances payable balance was settled during June 2024, as detailed in Note 4.

 

At December 31, 2023, the Company had advances payable of $62,500 due to the Company’s largest shareholder. The advances payable balance was settled during June 2024, as detailed in Note 4.

 

At December 31, 2023, the Company had accounts payable of $258,000 due to Elysian Fields Disposal, LLC, an entity owned by the Company’s largest shareholder. The accounts payable balance was settled during June 2024, as detailed in Note 4.

 

At December 31, 2023, the Company had accounts payable of $78,346 due to Loutex Production Company, an entity owned by the Company’s largest shareholder. The accounts payable balance was settled during June 2024, as detailed in Note 4.

 

At June 30, 2024 and December 31, 2023, the Company had accounts payable of $230,000 and $120,000, respectively, due to P&C Ventures, Inc. The Company incurred $120,000 of operating expenses with P&C Ventures Inc. during the period ended June 30, 2024. 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 June 30, 2024 and December 31, 2023, the Company had accounts payable of $172,000 and $344,000, respectively due to Michaels Consulting, an entity owned by the wife of Mr. Michaels. $172,000 of the accounts payable balance was settled during June 2024, as detailed in Note 4.

 

Notes Payable

 

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. During January 2023, the Company amended the January 2022 note agreement with P&C Ventures, Inc. and issued warrants related to the amendment. During July 2023, the Company amended the January 2023 agreement and modified warrants related to the original note. During December 2023, the Company amended the July 2023 agreement and modified warrants related to the original note. P&C Ventures, Inc. was the holder of the $1,563,929 note maturing on July 8, 2024. This note, along with accrued interest payable of $96,085, was one of the notes settled during June 2024, as detailed in Note 4.

 

The wife of Mr. Michaels was the holder of a $50,000 note maturing on September 7, 2024. This note was one of the notes extended during March 2024, as detailed in Note 4. 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 50,000 warrants to purchase shares of common stock, originally issued with the note payable and set to expire on the maturity date of the note payable, exercisable at $1.00 per share by approximately three years. The extension of the warrants, which were valued at $73,725, resulted in a discount on the notes totaling $29,794 pursuant to ASC 470-20-30. This note, along with accrued interest payable of $2,274, was one of the notes settled during June 2024, as detailed in Note 4.

 

Mr. Michaels is the holder of the $100,000 note maturing on June 30, 2024 (Note 4).

 

The Company’s largest shareholder was the holder of the $25,000 note maturing on May 9, 2024. This note, along with accrued interest payable of $1,137, was one of the notes settled during June 2024, as detailed in Note 4.

 

Convertible Notes Payable

 

Mr. Michaels was the holder of the $100,000 convertible note maturing on July 24, 2024. This note, along with accrued interest payable of $6,367, was one of the notes settled during June 2024, as detailed in Note 4.

 

Mr. Charles Markovic is the holder of the $100,000 convertible note which matured on July 5, 2024 (Note 4).

 

Mr. Michaels is the holder of the $80,000 convertible note which matured on July 17, 2024 (Note 4).

 

Director Options

 

During January 2024, two of the Company’s directors, Dr. Christine Gulbranson and Alina Zagaytova, each received 250,000 options (Note 5) valued at approximately $474,000. The options vested immediately upon issuance.

 

Accrued Bonus

 

At June 30, 2024, and December 31, 2023, the Company had accrued bonus compensation for its CEO of approximately $150,000.

 

At June 30, 2024 and December 31, 2023, the Company had accrued bonus compensation for its former CFOs of approximately $165,000.

v3.24.2.u1
INTANGIBLE ASSETS
6 Months Ended
Jun. 30, 2024
INTANGIBLE ASSETS  
INTANGIBLE ASSETS

NOTE 7 – INTANGIBLE ASSETS

 

The Company’s intangible assets as of June 30, 2024, are summarized as follows:

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

Type

 

Useful Life

 

Amount

 

 

Amortization

 

 

Net

 

Development rights

 

2-3 years

 

$769,383

 

 

$306,161

 

 

$463,222

 

Customer relationships

 

5 years

 

 

233,800

 

 

 

116,900

 

 

 

116,900

 

 

 

 

 

$1,003,183

 

 

$423,061

 

 

$580,122

 

 

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

 

 

Future amortization of the Company’s intangible assets as of June 30, 2024 are as follows:

 

December 31,

 

Amount

 

2024

 

$159,942

 

2025

 

 

286,852

 

2026

 

 

133,328

 

 

 

$580,122

 

v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant inter-company transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents as of June 30, 2024, and December 31, 2023.

 

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 consist 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 creditworthiness, 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. There were no doubtful accounts as of June 30, 2024, and December 31, 2023.

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.

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 the business climate, market conditions or other events that indicate an asset’s carrying amount may not be recoverable. The 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 condensed consolidated balance sheets approximates fair value.

Fair Value Measurement

ASC Topic 820, “Fair Value Measurement”, requires that certain financial instruments be recognized at their fair values at our condensed consolidated balance sheet dates. However, other financial instruments, such as debt obligations, are not required to be recognized at their fair value, but GAAP provides an option to elect fair value accounting for these instruments. GAAP requires the disclosure of the fair values of all financial instruments, regardless of whether they are recognized at their fair values or carrying amounts in our condensed consolidated balance sheets. For financial instruments recognized at fair value, GAAP requires the disclosure of their fair values by type of instrument, along with other information, including changes in the fair values of certain financial instruments recognized in income or other comprehensive income. For financial instruments not recognized at fair value, the disclosure of their fair values is provided below under “Financial Instruments.”

 

Nonfinancial assets, such as property, plant and equipment, and nonfinancial liabilities are recognized at their carrying amounts in the Company’s condensed consolidated balance sheets. GAAP does not permit nonfinancial assets and liabilities to be remeasured at their fair values. However, GAAP requires the remeasurement of such assets and liabilities to their fair values upon the occurrence of certain events, such as the impairment of property, plant and equipment. In addition, if such an event occurs, GAAP requires the disclosure of the fair value of the asset or liability along with other information, including the gain or loss recognized in income in the period the remeasurement occurred.

 

Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;

 

Level 2 - Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; or

 

Level 3 - Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The Company did not have any Level 1, Level 2 or Level 3 assets and liabilities at June 30, 2024, or December 31, 2023.

 

The following is a summary of activity of Level 3 liabilities during the six months ended June 30, 2023:

 

Balance - December 31, 2022

 

$722,328

 

Additions

 

 

8,280,670

 

Settlement

 

 

(5,895,190 )

Change in fair value

 

 

(3,107,808 )

Balance – June 30, 2023

 

$-

 

 

Under the Company’s contract ordering policy, the Company first considers common shares issued and outstanding as well as reserved but unissued equity awards, such as under an equity award program. All remaining equity linked instruments such as, but not limited to, options, warrants, and debt and equity with conversion features are evaluated based on the date of issuance. If the number of shares which may be issued under the Company’s agreements exceed the authorized number of shares or are unable to be determined, equity linked instruments from that date forward are considered to be derivative liabilities until such time as the number of shares which may be issued under the Company’s agreements no longer exceed the authorized number of shares and are able to be determined.

Commitments and Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when management assesses that it is probable that a liability has been incurred and the amount can be reasonably estimated.

Income Taxes

In accordance with FASB ASC Topic 740, “Income Taxes,” the Company provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

 

In addition, the Company’s management performs an evaluation of all uncertain income tax positions taken or expected to be taken in the course of preparing the Company’s income tax returns to determine whether the income tax positions meet a “more likely than not” standard of being sustained under examination by the applicable taxing authorities. This evaluation is required to be performed for all open tax years, as defined by the various statutes of limitations, for federal and state purposes. If the Company has interest or penalties associated with insufficient taxes paid, such expenses are reported in income tax expense.

Basic and Diluted Loss Per Share

FASB ASC Topic 260, “Earnings Per Share”, requires a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share (“EPS”) computations.

 

Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

 

The Company had potential additional dilutive securities outstanding at June 30, 2024, and 2023, as follows.

 

 

 

June 30,

 

 

June 30,

 

 

 

2024

 

 

2023

 

Options

 

 

8,524,068

 

 

 

6,284,068

 

Warrants

 

 

11,839,323

 

 

 

12,196,254

 

Convertible notes payable

 

 

159,625

 

 

 

817,172

 

 

 

 

20,523,016

 

 

 

19,297,494

 

Recently Issued Accounting Standards

During the period ended June 30, 2024, there were several new accounting pronouncements issued by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s condensed consolidated financial statements.

v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
6 Months Ended
Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Schedule of Fair Value Measurement

Balance - December 31, 2022

 

$722,328

 

Additions

 

 

8,280,670

 

Settlement

 

 

(5,895,190 )

Change in fair value

 

 

(3,107,808 )

Balance – June 30, 2023

 

$-

 

Schedule of potential additional dilutive securities outstanding

 

 

June 30,

 

 

June 30,

 

 

 

2024

 

 

2023

 

Options

 

 

8,524,068

 

 

 

6,284,068

 

Warrants

 

 

11,839,323

 

 

 

12,196,254

 

Convertible notes payable

 

 

159,625

 

 

 

817,172

 

 

 

 

20,523,016

 

 

 

19,297,494

 

v3.24.2.u1
DEBT (Tables)
6 Months Ended
Jun. 30, 2024
DEBT  
Schedule of settlement of liabilities

Liabilities settled:

 

 

 

Notes payable

 

$2,068,929

 

Convertible notes payable

 

 

4,744,950

 

Accrued interest payable

 

 

389,391

 

Accounts payable

 

 

605,495

 

 

 

$7,808,765

 

Value of equity issued:

 

 

 

 

Series A Preferred Stock

 

$11,358,499

 

Common Stock

 

 

11,121,637

 

Extension of Warrants

 

 

2,189,974

 

 

 

$24,670,110

 

Loss on settlement of liabilities

 

$16,861,345

 

Summary of the Company's convertible notes payable

 

 

 

 

 

 

Balances - At Issuance

 

 

Balances – 6/30/2024

 

Origination

 

Maturity

 

Interest

 

 

Conversion Rate

 

Principal

 

 

Discount

 

 

Principal

 

 

Discount

 

12/18/2023

 

6/18/2025

 

 

14%

 

$3.20Share

 

 

50,000

 

 

 

35,241

 

 

 

50,000

 

 

 

22,483

 

5/9/2024

 

7/5/2024

 

 

24%

 

$1.25/Share

 

 

100,000

 

 

 

54,391

 

 

 

100,000

 

 

 

7,256

 

5/17/2024

 

7/17/2024

 

 

24%

 

$1.25/Share

 

 

80,000

 

 

 

37,684

 

 

 

80,000

 

 

 

10,049

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$230,000

 

 

$40,148

 

 

 

 

 

 

 

 

 

 

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 the Company's notes payable

 

 

 

 

 

Balances - At Issuance

 

 

Balances – 6/30/2024

 

Origination

 

Maturity

 

Interest

 

 

Principal

 

 

Discount

 

 

Principal

 

 

Discount

 

5/29/2020

 

3/31/2050

 

 

4%

 

$20,400

 

 

$-

 

 

$20,400

 

 

$-

 

7/29/2022

 

7/29/2024

 

 

10%

 

 

50,000

 

 

 

29,664

 

 

 

50,000

 

 

 

4,980

 

8/11/2022

 

8/11/2024

 

 

10%

 

 

150,000

 

 

 

88,247

 

 

 

150,000

 

 

 

21,149

 

3/26/2024

 

3/15/2025

 

-

%

 

 

960,000

 

 

 

313,736

 

 

 

913,375

 

 

 

263,516

 

6/11/2024

 

1/11/2025

 

-

%

 

 

720,000

 

 

 

261,439

 

 

 

708,000

 

 

 

239,064

 

6/14/2024

 

6/30/2024

 

 

5%

 

 

100,000

 

 

 

-

 

 

 

100,000

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$1,941,775

 

 

$528,709

 

 

 

 

 

 

 

 

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

 

Summary of future maturities of company debt

June 30,

 

Amount

 

2025

 

$2,181,375

 

2026

 

 

-

 

2027

 

 

-

 

2028

 

 

-

 

2029

 

 

-

 

Thereafter

 

 

20,400

 

 

 

 

2,201,775

 

Less - Discounts

 

 

(568,857 )

 

 

$1,632,918

 

v3.24.2.u1
EQUITY (Tables)
6 Months Ended
Jun. 30, 2024
EQUITY  
Schedule of company's warrants

 

 

Number of

Shares

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining Life

(in years)

 

Warrants as of December 31, 2023

 

 

17,046,823

 

 

$0.76

 

 

 

1.73

 

Issued

 

 

250,000

 

 

$0.85

 

 

 

3.00

 

Forfeited

 

 

-

 

 

$-

 

 

 

-

 

Exercised

 

 

(5,457,500 )

 

$0.54

 

 

 

2.22

 

Warrants as of June 30, 2024

 

 

11,839,323

 

 

$0.86

 

 

 

4.68

 

Schedule of company's options

 

 

Number of

Shares

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining Life

(in years)

 

Options as of December 31, 2023

 

 

9,024,068

 

 

$0.83

 

 

 

3.77

 

Issued

 

 

500,000

 

 

$1.95

 

 

 

5.00

 

Forfeited

 

 

(1,000,000)

 

$0.96

 

 

 

3.05

 

Exercised

 

 

-

 

 

$-

 

 

 

-

 

Options as of June 30, 2024

 

 

8,524,068

 

 

$0.88

 

 

 

3.42

 

v3.24.2.u1
INTANGIBLE ASSETS (Tables)
6 Months Ended
Jun. 30, 2024
INTANGIBLE ASSETS  
Summary of intangible assets

 

 

 

 

 

 

 

Accumulated

 

 

 

 

Type

 

Useful Life

 

Amount

 

 

Amortization

 

 

Net

 

Development rights

 

2-3 years

 

$769,383

 

 

$306,161

 

 

$463,222

 

Customer relationships

 

5 years

 

 

233,800

 

 

 

116,900

 

 

 

116,900

 

 

 

 

 

$1,003,183

 

 

$423,061

 

 

$580,122

 

 

 

 

 

 

 

 

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

 

Schedule of Future amortization of the intangible assets

December 31,

 

Amount

 

2024

 

$159,942

 

2025

 

 

286,852

 

2026

 

 

133,328

 

 

 

$580,122

 

v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
6 Months Ended
Jun. 30, 2023
USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Balance at beginning $ 722,328
Additions 8,280,670
Settlement (5,895,190)
Change in fair value (3,107,808)
Balance at end $ 0
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
Options 8,524,068 6,284,068
Warrants 11,839,323 12,196,254
Convertible notes payable $ 159,625 $ 817,172
Dilutive Securities 20,523,016 19,297,494
v3.24.2.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES    
Allowance for doubtful accounts $ 0 $ 0
Federal Deposit Insurance Corporation ("FDIC") $ 250,000  
v3.24.2.u1
DEBT (Details) - USD ($)
Jun. 14, 2024
Jun. 30, 2024
Dec. 31, 2023
Convertible notes payable   $ 189,852 $ 1,420,160
Accounts payable   3,057,698 304,400
Series A Preferred Stock   1 0
Common Stock   $ 5,786 $ 3,627
Loss on settlement of liabilities $ (16,861,345)    
Liabilities Settled Member      
Notes Payable 2,068,929    
Convertible notes payable 4,744,950    
Accrued interest payable 389,391    
Accounts payable 605,495    
Total Liabilities settled 7,808,765    
Value Of Equity Issued Member      
Series A Preferred Stock 11,358,499    
Common Stock 11,121,637    
Extension of Warrants 2,189,974    
Total value of equity Issued $ 24,670,110    
v3.24.2.u1
DEBT (Details 1) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Principal $ 230,000 $ 4,724,950
Discount 40,148 2,369,483
Convertible Notes Payable [Member]    
Principal amount 50,000 100,000
Debt Discount 35,241 100,000
Principal 50,000 100,000
Discount $ 22,483 $ 37,884
Origination date Dec. 18, 2023 Jan. 24, 2023
Maturity date Jun. 18, 2025 Jul. 24, 2024
Interest Rate 14.00% 14.00%
Conversion Rate $ 3.20 $ 3.20
Convertible Notes Payable One [Member]    
Principal amount $ 100,000 $ 74,975
Debt Discount 54,391 74,975
Principal 100,000 74,975
Discount $ 7,256 $ 28,660
Origination date May 09, 2024 Jan. 25, 2023
Maturity date Jul. 05, 2024 Jul. 25, 2024
Interest Rate 24.00% 14.00%
Conversion Rate $ 1.25 $ 3.20
Convertible Notes Payable Two [Member]    
Principal amount $ 80,000 $ 100,000
Debt Discount 37,684 100,000
Principal 80,000 100,000
Discount $ 10,049 $ 38,884
Origination date May 17, 2024 Jan. 30, 2023
Maturity date Jul. 17, 2024 Jul. 30, 2024
Interest Rate 24.00% 14.00%
Conversion Rate $ 1.25 $ 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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
Conversion Rate   $ 3.20
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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
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   14.00%
Conversion Rate   $ 3.20
v3.24.2.u1
DEBT (Details 2) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Principal At Issuance $ 1,941,775 $ 2,289,329
Discount At Issuance 528,709 1,059,556
Principal 230,000 4,724,950
Discount $ 40,148 $ 2,369,483
Notes Payable [Member]    
Origination date May 29, 2020 May 29, 2020
Maturity date Mar. 31, 2050 Mar. 31, 2050
Interest Rate 4.00% 4.00%
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 Jul. 29, 2022
Maturity date Jul. 29, 2024 Jan. 29, 2024
Interest Rate 10.00% 10.00%
Principal $ 50,000 $ 50,000
Principal amount 50,000 50,000
Debt Discount 29,664 29,664
Discount $ 4,980 $ 1,648
Notes Payable Two [Member]    
Origination date Aug. 11, 2022 Aug. 11, 2022
Maturity date Aug. 11, 2024 Feb. 11, 2024
Interest Rate 10.00% 10.00%
Principal $ 150,000 $ 150,000
Principal amount 150,000 150,000
Debt Discount 88,247 88,247
Discount $ 21,149 $ 7,876
Notes Payable Three [Member]    
Origination date Mar. 26, 2024 Aug. 15, 2022
Maturity date Mar. 15, 2025 Feb. 15, 2024
Interest Rate 0.00% 10.00%
Principal $ 960,000 $ 50,000
Principal amount 913,375 50,000
Debt Discount 313,736 29,513
Discount $ 263,516 $ 2,630
Notes Payable Four [Member]    
Origination date Jun. 11, 2024 Aug. 31, 2022
Maturity date Jan. 11, 2025 Feb. 28, 2024
Interest Rate 0.00% 10.00%
Principal $ 720,000 $ 80,000
Principal amount 708,000 80,000
Debt Discount 261,439 45,827
Discount $ 239,064 $ 5,091
Notes Payable Five [Member]    
Origination date Jun. 14, 2024 Sep. 01, 2022
Maturity date Jun. 30, 2024 Mar. 01, 2024
Interest Rate 5.00% 10.00%
Principal $ 100,000 $ 50,000
Principal amount 100,000 50,000
Debt Discount 0 29,922
Discount $ 0 $ 3,661
Notes Payable Six [Member]    
Origination date   Sep. 07, 2022
Maturity date   Mar. 07, 2024
Interest Rate   10.00%
Principal   $ 50,000
Principal amount   50,000
Debt Discount   29,922
Discount   $ 3,658
Notes Payable Seven [Member]    
Origination date   Sep. 12, 2022
Maturity date   Mar. 12, 2024
Interest Rate   10.00%
Principal   $ 50,000
Principal amount   50,000
Debt Discount   30,316
Discount   $ 4,382
Notes Payable Eight [Member]    
Origination date   Sep. 29, 2022
Maturity date   Mar. 29, 2024
Interest Rate   10.00%
Principal   $ 100,000
Principal amount   100,000
Debt Discount   59,839
Discount   $ 9,974
Notes Payable Nine [Member]    
Origination date   Nov. 09, 2022
Maturity date   May 09, 2024
Interest Rate   10.00%
Principal   $ 25,000
Principal amount   25,000
Debt Discount   25,000
Discount   $ 6,372
Notes Payable Ten [Member]    
Origination date   Nov. 15, 2022
Maturity date   May 15, 2024
Interest Rate   10.00%
Principal   $ 100,000
Principal amount   100,000
Debt Discount   100,000
Discount   $ 25,486
Notes Payable Eleven [Member]    
Origination date   Dec. 08, 2023
Maturity date   Jul. 08, 2024
Interest Rate   14.00%
Principal   $ 1,563,929
Principal amount   1,563,929
Debt Discount   1,563,929
Discount   $ 988,778
v3.24.2.u1
DEBT (Details 3)
Jun. 30, 2024
USD ($)
DEBT  
2025 $ 2,181,375
2026 0
2027 0
2028 0
2029 0
Thereafter 20,400
Future maturity 2,201,775
Less - Discounts (568,857)
Net future maturity $ 1,632,918
v3.24.2.u1
DEBT (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended 12 Months Ended
Jun. 14, 2024
Jun. 11, 2024
May 09, 2024
Apr. 10, 2024
May 20, 2024
May 17, 2024
Jan. 29, 2024
Jun. 30, 2024
Dec. 31, 2023
Oct. 03, 2014
Note Interest Rate                   8.00%
Line of credit               $ 30,000 $ 30,000 $ 30,000
Outstanding principal and accrued interest, total               33,210    
Principal amount of loan               $ 230,000 $ 4,724,950  
Common stock, Issued shares               57,862,619 36,270,674  
Common stock value               $ 5,786 $ 3,627  
Convertible notes Payable               $ 0 $ 935,307  
Issue series A Preferred stock               7,808 0  
From January 29, 2024 to March 12, 2024 [Member]                    
Warrants to purchase shares             580,000      
Outstanding principal balance             $ 580,000      
Share price             $ 1.00      
Waarant exercisable period             three years      
Ourtstanding warrant             $ 906,669      
Discount on notes             $ 353,271      
Debt Conversion Agreement [Member]                    
Outstanding principal balance $ 7,203,270                  
Common stock, Issued shares 17,423,557                  
Outstanding advances payable and accounts payable $ 605,495                  
Issue series A Preferred stock 7,808                  
Convertible Notes Agreement [Member]                    
Convertible notes Payable     $ 100,000   $ 70,000 $ 80,000        
Interest Rate     2.00%   2.00% 2.00%        
Maturity date     July 5, 2024   May 20, 2025 July 17, 2024        
Warrant exercisable     100,000   70,000 80,000        
Warrant exercisable price per share     $ 0.85   $ 0.85 $ 0.85        
Warrant expiry date     May 6, 2027   May 20, 2027 May 17, 2027        
Vested warrants, value     $ 119,000   $ 42,000 $ 71,000        
Additional discount on debt     $ 54,391   $ 26,281 $ 37,684        
Bridge Loan And Security Agreement [Member]                    
Principal amount of loan   $ 600,000   $ 800,000            
Repayment of loan   $ 870,000   $ 1,080,000            
Description of repayment   paid to Lender over a period of twenty-eight (28) weeks on a weekly basis   made to Lender over a period of forty-eight (48) weeks on a weekly basis. The Company shall pay $7,375 per week during the first twelve weeks and $27,375 per week for the next thirty-six weeks            
Common stock, Issued shares   200,000   100,000            
Common stock value   $ 137,800   $ 144,000            
Discount on common stock value   $ 110,954   $ 121,251            
Advanced loan to company $ 200,000                  
v3.24.2.u1
EQUITY (Details) - Warrants [Member]
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Warrants, Number of Shares beginning | shares 17,046,823
Issued | shares 250,000
Exercised | shares (5,457,500)
Forfeited | shares 0
Warrants, Number of Shares ending | shares 11,839,323
Exercise in Period, Weighted Average Exercise Price | $ / shares $ 0.76
Exercised in Period, Weighted Average Exercise Issued | $ / shares 0.85
Exercised in Period, Weighted Average Exercise Price | $ / shares 0.54
Forfeited in Period, Weighted Average Exercise Price | $ / shares 0.00
Weighted Average Exercise Price, ending | $ / shares $ 0.86
Warrants,Weighted Average Remaining Life beginning 1 year 8 months 23 days
Issued Weighted average remaining life 3 years
Exercised, Weighted average remaining life 2 years 2 months 19 days
Warrants,Weighted Average Remaining Life ending 4 years 8 months 4 days
v3.24.2.u1
EQUITY (Details 1) - Option [Member]
6 Months Ended
Jun. 30, 2024
$ / shares
shares
Warrants, Number of Shares begnning 9,024,068
Issued 500,000
Forfeited (1,000,000)
Exercised 0
Warrants, Number of Shares ending 8,524,068
Warrants, Weighted Average Exercise Price begnning | $ / shares $ 0.83
Issued in Period, Weighted Average Exercise Price | $ / shares 1.95
Exercise in Period, Weighted Average Forfeited | $ / shares 0.96
Weighted Average Exercise Price, ending | $ / shares $ 0.88
Options, Weighted Average Remaining Life beginning 3 years 9 months 7 days
Issued, Weighted average remaining life 5 years
Issued, Weighted average remaining life8A 3 years 18 days
Options, Weighted Average Remaining Life ending 3 years 5 months 1 day
v3.24.2.u1
EQUITY (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended
Feb. 20, 2024
Jun. 30, 2024
Dec. 31, 2023
Common Stock, Par or Stated Value Per Share   $ 0.0001 $ 0.0001
Vested, number of shares   6,196,307  
Unvested warrants   $ 1,308,000  
Issuance of common stock   57,862,619 36,270,674
Options to purchase shares   2,327,761  
Option [Member]      
Risk free interest rate   3.97%  
Expected volatility rate   267.00%  
Fair value assumptions, expected term   5 years  
Exercise Price, maximum   $ 1.95  
Warrants [Member]      
Unvested warrants   $ 165,000  
Class or Warrants purchase shares   250,000  
Warrants issued   11,589,323  
Risk free interest rate, maximum   4.60%  
Risk free interest rate, minimum   4.10%  
Expected volatility rate, minimum   209.00%  
Expected volatility rate, maximum   302.00%  
Fair value assumptions, expected term minimum   36 years  
Fair value assumptions, expected term maximum   43 years  
Exercise price, minimum   $ 0.85  
Exercise Price, maximum   1.00  
Note Agreement [Member]      
Warrants exercised 5,457,500    
Issuance of common stock 3,839,559    
Common Share [Member]      
Common Stock, Par or Stated Value Per Share   $ 0.0001 $ 0.0001
Common stock, shares issued in exchange for debt   28,829  
Accrued interest   $ 38,382  
Exercise price, minimum   $ 850  
Maximum [Member]      
Exercise price, minimum   500  
Minimum [Member]      
Exercise price, minimum   $ 100  
Preferred Stock      
Preferred Stock shares   12,000  
Risk free interest rate, maximum   12.00%  
Exercise price, minimum   $ 1,000  
v3.24.2.u1
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
May 09, 2024
Dec. 31, 2023
Convertible note value $ 0   $ 0     $ 935,307
Accounts payable 3,057,698   3,057,698     304,400
Operating expenses 1,755,066 $ 1,460,362 $ 4,788,041 $ 2,668,510    
Charles Markovic [Member]            
Note maturity period     July 5, 2024      
Convertible note value 100,000   $ 100,000      
CEO [Member]            
Accrued bonus compensation 150,000   150,000     150,000
Former CFO [Member]            
Accrued bonus compensation 165,000   165,000     165,000
Dr. Christine Gulbranson [Member]            
Accrued interest payable 1,137   $ 1,137      
Director compensation, value         $ 474,000  
Director compensation, options         250,000  
Mrs. Michaels Two [Member]            
Note maturity period     July 17, 2024      
Convertible note value 80,000   $ 80,000      
Todd Michaels [Member]            
Note maturity period     July 24, 2024      
Convertible note value 100,000   $ 100,000      
Advances payable 22,154   22,154     22,154
Accrued interest payable 6,367   6,367      
Largest Shareholder [Member]            
Note related value 25,000   $ 25,000      
Note maturity period     May 9, 2024      
Advances payable 62,500   $ 62,500     62,500
Three Percent Holder [Member]            
Advances payable 11,865   11,865     11,865
Michaels Consulting [Member]            
Accounts payable 172,000   172,000     344,000
Elysian Fields Disposal [Member]            
Accounts payable 258,000   258,000     258,000
P&C Ventures, Inc [Member]            
Warrant issued, value     1,485,000      
Note related value 1,563,929   $ 1,563,929      
Note maturity period     July 8, 2024      
Accrued interest payable 96,085   $ 96,085      
Accounts payable 230,000   $ 230,000     120,000
Warrant issued     2,700,000      
Operating expenses     $ 120,000      
Loutex Production Company [Member]            
Accounts payable $ 78,346   78,346     $ 78,346
Mrs. Michaels [Member]            
Warrant issued, value     $ 73,725      
Exercisable Price $ 1.00   $ 1.00      
Note related value $ 50,000   $ 50,000      
Note maturity period     September 7, 2024      
Convertible note value 100,000   $ 100,000      
Accrued bonus compensation 50,000   50,000      
Advances payable 172,000   172,000      
Discount on the note     29,794      
Accrued interest payable $ 2,274   $ 2,274      
v3.24.2.u1
INTANGIBLE ASSETS (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Intangible assets, Gross Amount $ 1,003,183 $ 1,003,183
Intangible assets, Accumulated Amortization 423,061 263,119
Intangible assets, Net 580,122 740,064
Development Rights [Member]    
Intangible assets, Gross Amount 769,383 769,383
Intangible assets, Accumulated Amortization 306,161 169,599
Intangible assets, Net $ 463,222 $ 599,784
Customer Relationships [Member]    
Intangible assets, Useful Life 5 years 5 years
Intangible assets, Gross Amount $ 233,800 $ 233,800
Intangible assets, Accumulated Amortization 116,900 93,520
Intangible assets, Net $ 116,900 $ 140,280
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
v3.24.2.u1
INTANGIBLE ASSETS (Details 1) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
INTANGIBLE ASSETS    
2024 $ 159,942  
2025 286,852  
2026 133,328  
Total $ 580,122 $ 740,064

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