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 ~~September~~March 3031, ~~2023~~2024

☐	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)

220 Travis Street, Suite 501, Shreveport, LA 71101

(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 ~~November~~May 1314, ~~2023~~2024 was 3640,~~181~~122,~~457~~009.

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 September 30, 2023 and December 31, 2022 (Unaudited)		3
	Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 (Unaudited)		3
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited)		4
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (Unaudited)		4
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)		5
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2024 and 2023 (Unaudited)		5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited)		6
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 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		18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		20
Item 4.	Controls and Procedures		20
PART II — Other Information
Item 1.	Legal Proceedings		21
Item 1A.	Risk Factors		21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		21
Item 3.	Defaults Upon Senior Securities		21
Item 4.	Mine Safety Disclosures		21
Item 5.	Other Information		21
Item 6.	Exhibits		22
SIGNATURES			23

Table of Contents

PART 1 — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CORRELATE ENERGY CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

~~SEPTEMBER~~MARCH 3031, ~~2023~~2024 AND DECEMBER 31, ~~2022~~2023

(Unaudited)

	September 30,			December 31,
	March 31,			December 31,
	2023			2022
	2024			2023
Assets
Current assets
Cash	$	3101,~~218,263~~665		$	961,~~308~~412,379
Contract assets		128,103			684,185
Accounts receivable		184,709			408,816
Prepaid expenses and other current assets		697,542			395,953
Contract assets		81,401			53,445
Total current assets		4,043,908			1,176,446
Prepaid expenses and other current assets		1,062,207			1,010,781
Total current assets		1,429,982			2,885,421
Property and equipment
Property and equipment, net		~~114~~194,~~970~~843			4172,~~004~~354
Total property and equipment		~~114~~194,~~970~~843			4172,~~004~~354
Other assets
Intangible assets - customer relationships, net		~~151~~128,~~970~~590			~~187~~140,~~040~~280
Intangible assets - developed technology, net		3,460			13,870
Intangible assets - development rights, net		531,503			599,784
Intangible assets - development rights, net		668,065			112,744
Goodwill		762,851			762,851
Total other assets		1,~~586~~422,~~346~~944			1,~~076~~502,~~505~~915
Total assets	$	53,~~745~~047,~~224~~769		$	24,~~256~~560,~~955~~690
Liabilities and Stockholders' Deficit
Current liabilities
Accounts payable	$	~~204~~734,~~741~~425		$	~~396~~304,~~743~~400
Accounts payable, related parties		750,346			673,000
Accounts payable, related party		850,346			800,346
Accrued expenses		~~772~~1,~~683~~128,428			1,~~285~~136,~~898~~099
Customer deposits		3,076,771			-
Contract liabilities		1,537,123			1,787,739
Shareholder advances		96,519			96,519
Line of credit		30,000			30,000
Notes payable, current portion, net of discount		~~522~~1,~~456~~473,621			671,~~468~~229,773
Notes payable, related parties, current portion, net of discount		1,227,089			1,446,078
Convertible notes payable, current portion, net of discount		579,319			1,420,160
Convertible notes payable, current portion, net of discount		683,103			-
Total current liabilities		6,429,781			6,805,036
Convertible notes payable, related party, current portion, net of discount		45,448			-
Convertible notes payable, net of current portion and discount		2,436,373			935,307
Derivative liability		-			722,328
Total liabilities		8,866,154			7,740,343
Total current liabilities		7,409,156			4,718,034
Notes payable, net of current portion and discount		-			315,786
Notes payable, related parties, net of current portion and discount		-			28,809
Convertible notes payable, net of current portion and discount		683,297			-
Total liabilities		8,092,453			5,062,629
Commitments and contingencies (Note 3)
Stockholders' deficit
Preferred stock $.0001 par value; authorized 50,000,000 shares with -0- issued and outstanding at September 30, 2023 and December 31, 2022, respectively		-			-
Preferred stock $0.0001 par value; authorized 50,000,000 shares with -0- issued and outstanding at March 31, 2024 and December 31, 2023, respectively		-			-
Common stock $0.0001 par value; authorized 400,000,000 shares with 36,181,457 and 35,323,626 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		3,618			3,532
Common stock $0.0001 par value; authorized 400,000,000 shares with 40,139,062 and 36,270,674 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		4,014			3,627
Additional paid-in capital		1419,~~280~~710,~~986~~868			517,~~459~~873,~~220~~545
Accumulated deficit		(1625,~~631~~533,~~833~~267	)		(821,~~268~~056,~~426~~825	)
Total stockholders' deficit		(25,~~347~~818,~~229~~385	)		(23,~~805~~179,~~674~~653	)
Total liabilities and stockholders' deficit	$	53,~~745~~047,~~224~~769		$	24,~~256~~560,~~955~~690

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

Table of Contents

CORRELATE ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2023~~2024 AND ~~2022~~2023

(Unaudited)

	For the three months ended						~~For the nine months ended~~
	September 30,						September 30,
	March 31,
	2023			2022			2023			2022
	2024			2023
Revenues	$	~~930~~432,~~277~~799		$	250,~~312,577~~734		$	~~5,139,133~~		$	~~2,617,675~~
Cost of revenues		~~698~~381,~~256~~222			245,~~169,138~~859			~~3,827,429~~			~~2,432,198~~
Gross profit		~~232~~51,~~021~~577			~~143~~4,~~439~~875			~~1,311,704~~			~~185,477~~
Operating expenses
General and administrative		1,~~611~~115,~~987~~947			2808,~~301,539~~564			~~3,994,739~~			~~3,496,747~~
Insurance		2,826			1,487			8,171			4,879
Stock-based compensation		1,446,056			253,851
Legal and professional		76378,~~592~~791			75120,~~552~~225			~~206,578~~			~~1,014,474~~
Travel		39,314			35,340			127,097			85,820
Depreciation and amortization		92,181			25,508
Depreciation and amortization		89,841			15,560			152,485			45,880
Total operating expenses		3,032,975			1,208,148
Total operating expenses		1,820,560			2,429,478			4,489,070			4,647,800
Loss from operations		(2,981,398	)		(1,203,273	)
Loss from operations		(1,588,539	)		(2,286,039	)		(3,177,366	)		(4,462,323	)
Other income (expense)
Other income (expense)
Interest expense		(237,699	)		(97,353	)
Interest expense		(183,273	)		(43,381	)		(437,524	)		(113,745	)
Amortization of debt discount		(1,257,345	)		(788,282	)
Amortization of debt discount		(1,611,905	)		(257,497	)		(3,700,034	)		(685,639	)
Financing costs		-			(3,808,565	)
Financing costs		-			-			(4,156,291	)		-
Change in fair value of derivative liability		-			2,487,120
Change in fair value of derivative liability		-			-			3,107,808			-
Total other income (expense)		(1,495,044	)		(2,207,080	)
Total other income (expense)		(1,795,178	)		(300,878	)		(5,186,041	)		(799,384	)
Net loss	$	(4,476,442	)	$	(3,410,353	)
Net loss	$	(3,383,717	)	$	(2,586,917	)	$	(8,363,407	)	$	(5,261,707	)
Loss per share	$	(0.12	)	$	(0.10	)
Loss per share	$	(0.09	)	$	(0.07	)	$	(0.23	)	$	(0.15	)
Weighted average shares outstanding – basic and diluted		38,669,320			35,332,384
Weighted average shares outstanding - basic		36,175,490			35,139,920			35,937,305			34,876,184

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

Table of Contents

CORRELATE ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'’ DEFICIT

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2023~~2024 AND ~~2022~~2023

(Unaudited)

	Class A Common Stock						Class B Common Stock						Common Stock						Additional Paid in			Accumulated
	Common Stock						Additional			Accumulated
	Shares			Amount			~~Shares~~Paid in Capital			~~Amount~~Deficit			~~Shares~~Total			~~Amount~~			~~Capital~~			~~Deficit~~			~~Total~~
Balances, December 31, 2021		34,639,920		$	3,464			-		$	-			-		$	-		$	1,534,474		$	(1,105,518	)	$	432,420
Balances, December 31, 2022		35,323,626		$	3,532		$	5,459,220		$	(8,268,426	)		(2,805,674	)
Issuance of warrants in connection with debt		-			-			-			-			-			-			799,128			-			799,128
Issuance of shares for services		17,045			2			14,998			-			15,000
Stock-based compensation		-			-			-			-			-			-			150,504			-			150,504
Issuance of shares for financing costs		4,245			-			4,500			-			4,500
Issuance of shares for cash		-			-			-			-			-			-			150,000			-			150,000
Issuance of shares for the payment of accrued interest		5,655			1			7,588			-			7,589
Net loss		-			-			-			-			-			-			-			(973,460	)		(973,460	)
Stock based compensation		-			-			253,851			-			253,851
Balances, March 31, 2022		34,639,920		$	3,464			-		$	-			-		$	-		$	2,634,106		$	(2,078,978	)	$	558,592
Settlement of derivative liability		-			-			50,582			-			50,582
Elimination of Class A and Class B common stockfor single class of common stock		(34,639,920	)		(3,464	)		-			-			34,639,920			3,464			-			-			-
Net loss		-			-			-			(3,410,353	)		(3,410,353	)
Stock-based compensation		-			-			-			-			-			-			179,234			-			179,234
Balances, March 31, 2023		35,350,571		$	3,535		$	5,790,739		$	(11,678,779	)	$	(5,884,505	)
Issuance of shares for services		-			-			-			-			500,000			50			499,950			-			500,000
Balances, December 31, 2023		36,270,674			3,627		$	17,873,545		$	(21,056,825	)		(3,179,653	)
Net loss		-			-			-			-			-			-			-			(1,701,330	)		(1,701,330	)
Issuance of shares for the payment of accrued interest		28,829			3			38,379			-			38,382
Balances, June 30, 2022		-		$	-			-		$	-			35,139,920		$	3,514		$	3,313,290		$	(3,780,308	)	$	(463,504	)
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			-			~~417,314~~			-			~~417,314~~
Stock-based compensation		-			-			-			-			-			-			1,306,773			-			1,306,773
Stock based compensation		-			-			1,446,056			-			1,446,056
Net loss		-			-			-			-(4,476,442	)		-(4,476,442	)		-			-			~~(2,586,917~~	)		~~(2,586,917~~	)
Balances, September 30, 2022		-		$	-			-		$	-			35,139,920		$	3,514		$	5,037,377		$	(6,367,225	)	$	(1,326,334	)
Balances, March 31, 2024		40,139,062		$	4,014		$	19,710,868		$	(25,533,267	)	$	(5,818,385	)
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	)
Issuance of shares for the payment of accrued interest		-			-			-			-			28,896			3			18,553			-			18,556
Issuance of shares for services																				39,843						39,843
Stock based compensation		-			-			-			-			-			-			458,986			-			458,986
Issuance of warrants in connection with debt		-			-			-			-			-			-			1,322,648			-			1,322,648
Net loss		-			-			-			-			-			-			-			(3,383,717	)		(3,383,717	)
Balances, September 30, 2023		-		$	-			-		$	-			36,181,457		$	3,618		$	14,280,986		$	(16,631,833	)	$	(2,347,229	)

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

Table of Contents

CORRELATE ENERGY CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2023~~2024 AND ~~2022~~2023

(Unaudited)

	For the nine months ended
	For the three months ended
	September 30,
	March 31,
	2023			2022
	2024			2023
Operating activities
Net loss	$	(84,~~363~~476,~~407~~442	)	$	(53,~~261~~410,~~707~~353	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash used in
Depreciation and amortization		152,485			45,880
operating activities:
Amortization of debt discount		3,700,034			685,639
Depreciation and amortization		92,181			25,508
Stock issued for services		187,655			500,000
Amortization of debt discount		1,257,345			788,282
Stock-based compensation		1,043,361			1,636,511
Stock issued for services		-			15,000
Financing costs		4,156,291			-
Stock-based compensation		1,446,056			253,851
Change in fair value of derivative liability		(3,107,808	)		-
Financing costs		-			3,808,565
Change in fair value of derivative liability		-			(2,487,120	)
Changes in operating assets and liabilities:
Accounts receivable		-224,107			~~(383,028~~-	)
Contract assets		~~556~~(27,~~082~~956	)		-341,536
Inventory		-			(174,843	)
Prepaid expenses and other current assets		(51,426	)		(168,830	)
Prepaid expenses and other current assets		(301,589	)		(94,983	)
Accounts payable		480,025			(19,871	)
Accounts payable		(114,656	)		(4,633	)
Accrued expenses		30,711			(235,801	)
Accrued expenses		(401,629	)		1,043,152
Contract liabilities		(250,616	)		-
Customer deposits		3,076,771			32,816
Net cash used in operating activities		(1,276,015	)		(1,089,233	)
Net cash provided by (used in) operating activities		583,590			(1,975,196	)
Investing activities
Purchase of property and equipment		(6534,~~785~~699	)		~~(8,305~~-	)
Purchase of intangible assets		(400,000	)		-
Net cash used in investing activities		(34,699	)		-
Net cash used in investing activities		(465,785	)		(8,305	)
Financing activities
Proceeds from issuance of notes payable		-			1,930,000
Proceeds from issuance of convertible notes payable		-			1,804,950
Proceeds from issuance of convertible notes payable		3,474,950			-
Repayment of notes payable		-			(70,620	)
Repayment of notes payable		(470,800	)		-
Net cash provided by financing activities		-			1,734,330
Proceeds from issuance of common stock		-			150,000
Net increase (decrease) in cash	$	(1,310,714	)	$	645,097
Net cash provided by financing activities		3,004,150			2,080,000
Cash - beginning of period		1,412,379			96,308
Net increase in cash	$	3,121,955		$	96,499
Cash - end of period	$	101,665		$	741,405
Cash - beginning of period		96,308			252,189
Cash - end of period	$	3,218,263		$	348,688
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	~~245~~177,~~136~~831		$	3270,~~141~~274
Supplemental schedule of non-cash investing and financing activities
Discount on notes payable from derivative liability	$	1,563,929		$	-
Shares issued for settlement of accrued interest	$	38,382		$	7,589
Discount on convertible notes payable from derivative liability	$	2,564,950		$	-
Discount on note payable from issuance of warrants	$	353,272		$	-
Shares issued for settlement of accrued interest	$	32,657		$	-
Discount on notes payable from derivative liability	$	-		$	1,563,929
Accrued interest settled through note payable	$	78,929		$	-
Discount on convertible notes payable from derivative liability	$	-		$	1,804,950
Settlement of derivative liability	$	5,895,190		$	-
Accrued interest settled through note payable	$	-		$	78,929
Shares issued for intangible assets	$	250,000		$	-
Settlement of derivative liability	$	-		$	50,582
Shares issued for property and equipment	$	57,507		$	-
Returnable shares issued in connection with notes payable	$	120		$	-
Return of returnable shares issued in connection with notes payable	$	136		$	-
Discount on note payable from issuance of warrants	$	1,350,982		$	1,216,442
Original issuance discount on note payable	$	-		$	135,000

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

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~~subsidiary Correlate, Inc. (“Correlate”), a Delaware corporation~~, and Loyal Enterprises LLC dba Solar Site Design (“Loyal”), a Tennessee limited liability company~~.

Correlate Energy Corp., together with its ~~subsidiaries~~subsidiary, is a technology-enabled vertically integrated sales, development, and fulfillment platform focused on distributed clean and resilient energy solutions in North America.

Loyal provided consulting services on acquisitions and project development tools to customers in the commercial solar industry. Effective November 2022, all of Loyal’s assets and operations were transferred to Correlate and Loyal was dissolved.

Going Concern

The accompanying 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 ~~subsidiaries~~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.

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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 maturity of three months or less, when purchased, to be cash equivalents. There were no cash equivalents as of ~~September~~ 30March 31, ~~2023~~2024 and December 31, ~~2022~~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 consists of invoiced and unpaid sales. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable, which is based on an analysis of the Company’s prior collection experience, customer 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 March 31, 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 business climate, market conditions or other events that indicate an asset'’s carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future cash flows the asset is expected to generate. If the cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value.

The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. When assessing goodwill for impairment, the Company uses qualitative and, if necessary, quantitative methods in accordance with FASB ASC 350, “Goodwill.”

Customer Deposits

The Company’s contracts with customers contain milestone payments which do not coincide with revenue recognition. Accordingly, customer deposits consist of customer payments received prior to the performance of contractual obligations.

Revenue Recognition

The Company accounts for revenue in accordance with FASB ASC 606, "“Revenue from Contracts with Customers."”

A performance obligation is a promise in a contract to transfer a distinct good or service to the client and is the unit of accounting in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation based on the relative standalone selling price. Determining relative standalone selling price and identifying separate performance obligations requires judgment. Contract modifications may occur in the performance of the Company’s contracts. Contracts may be modified to account for changes in the contract specifications, requirements or duration. If a contract modification results in the addition of performance obligations priced at a standalone selling price or if the post-modification services are distinct from the services provided prior to the modification, the modification is accounted for separately. If the modified services are not distinct, they are accounted for as part of the existing contract.

The Company’s revenues are derived from contracts for engineering, procurement and construction services (“EPC”) and consulting. These contracts may have different terms based on the scope, performance obligations and complexity of the engagement, which may require us to make judgments and estimates in recognizing revenues.

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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 ~~consulting~~EPC services are typically less than aone year in duration and require us to a) ~~assist~~provide ~~the~~engineering ~~client~~services, inb) ~~achieving~~purchase ~~certain~~and ~~defined~~obtain ~~milestones~~materials, ~~for~~and ~~milestone~~c) ~~fees~~install orequipment b)and ~~provide~~materials to agreed-upon specifications. The EPC agreement typically may be terminated by either party in connection with a ~~series~~breach of ~~distinct~~the ~~services~~agreement ~~each~~that ~~period~~has ~~over~~not been timely cured, or at any time by either party provided all payments required to be made to the ~~contract~~other ~~term~~party ~~for~~have abeen ~~pre~~made, including expense reimbursement and other costs incurred by the non-~~determined~~terminating ~~fee~~party ~~for~~in ~~each~~connection ~~period~~with preparing to provide services pursuant to the EPC agreement. ~~When~~The ~~contractual~~majority ~~billings~~of ~~represent~~our contracts provide an ~~amount~~integrated service to the customer that ~~corresponds~~includes ~~directly~~multiple ~~with~~services: origination, design, analyzing, engineering, equipment procurement, construction, and testing services. For revenue recognition, we do not consider the ~~value~~integrated ~~provided~~services to be distinct, combining separate scopes of work into a single commercial benefit for the ~~client~~customer. As a result, ~~revenues~~we ~~are~~typically ~~recognized~~identify asa ~~amounts~~single ~~become~~performance ~~billable~~obligation in ~~accordance~~our ~~with~~contracts. ~~contract~~The ~~terms~~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 ~~EPC~~consulting services ~~are~~require ~~typically~~us ~~less~~to ~~than~~assist athe ~~year~~client in ~~duration~~achieving ~~and~~certain ~~require~~defined usproject tomilestones. a)The ~~provide~~consulting ~~engineering~~agreements ~~services,~~typically b)may ~~obtain~~be ~~materials,~~terminated ~~and~~by c)either ~~install~~party ~~materials~~in toconnection ~~agreed-upon~~with ~~specifications.~~a ~~The~~breach ~~Company~~of ~~recognizes~~the ~~revenues~~agreement ~~for~~that ~~engineering~~has ~~services~~not asbeen ~~the~~timely ~~services~~cured, ~~are~~or ~~provided.~~at ~~Revenues~~any ~~for~~time ~~materials~~by ~~are~~either ~~recognized~~party asprovided ~~materials~~all ~~are~~payments ~~transferred~~required to be made to the ~~client.~~other ~~Installation~~party ~~results~~have inbeen ~~enhancements~~made, toincluding ~~customer-controlled~~expense ~~assets~~reimbursement and ~~therefore~~other ~~installation~~costs ~~revenues~~incurred ~~are~~by ~~recognized~~the ~~over~~non-terminating ~~time~~party ~~utilizing~~in ~~the~~connection ~~input~~with ~~method~~preparing ~~wherein~~to ~~revenues~~provide ~~are~~services ~~recognized~~pursuant onto the ~~basis~~agreement. ofRevenues ~~efforts~~are orrecognized ~~inputs~~over totime as the ~~satisfaction~~Company ofperforms the ~~performance~~consulting ~~obligation~~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).

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CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company did not have any Level 1, Level 2 or Level 23 assets and liabilities at ~~September~~March 3031, ~~2023~~2024 or December 31, ~~2022~~2023. ~~The derivative liabilities are Level 3 fair value measurements.~~

The following is a summary of activity of Level 3 liabilities during the ~~nine~~three months ended ~~September~~March 3031, 2023:

Balance - December 31, 2022	$	722,328
Additions		87,~~280~~172,~~670~~944
Settlement		(550,~~895,190~~582	)
Change in fair value		(32,~~107~~487,~~808~~120	)
Balance - September 30, 2023	$	-
Balance – March 31, 2023	$	5,357,570

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

On November 7, 2022 and December 21, 2022, the Company issued note payable agreements (Note 4) which contained default provisions that contain a conversion feature meeting the definition of a derivative liability which therefore require bifurcation. Further, pursuant to the Company’s contract ordering policy, the warrant and convertible note issuances subsequent to November 7, 2022, resulted in derivative liabilities.

At December 31, 2022, the Company estimated the fair value of the conversion feature derivatives embedded in the notes payable and warrants based on assumptions used in the Cox-Ross-Rubinstein binomial pricing model using the following inputs: the price of the Company’s common stock of $1.06; risk-free interest rates ranging from 4.41% to 4.73%; expected volatility of the Company’s common stock ranging from 164% to 379%; exercise prices of $1.00; and terms from one to two years.

During the six months ended June 30 2023, the Company repaid the November 7, 2022 and December 21, 2022 note payable agreements resulting in the reclassification of derivative liabilities totaling $546,654 to additional paid in capital on the accompanying condensed consolidated statements of stockholders’ deficit. Additionally, pursuant to the Company’s contract ordering policy, the warrant (Note 5) and convertible note (Note 4) issuances from November 7, 2022 to June 30, 2023 no longer met the definition of derivative liabilities requiring bifurcation. Accordingly, pursuant to the Company’s contract ordering policy and ASC 815-15-35-4, derivative liabilities related to the warrants and convertible notes, which were estimated to have fair values of $202,551 and $5,145,985, respectively, as of June 30, 2023, were derecognized and reclassified to additional paid in capital on the accompanying condensed consolidated statements of stockholders’ deficit.

Commitments and Contingencies

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

Income Taxes

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

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

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CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basic and Diluted Loss Per Share

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

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

The Company had potential additional dilutive securities outstanding at ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, as follows.

	September 30,		September 30,
	March 31,		March 31,
	2023		2022
	2024		2023
Options		79,~~204~~524,068		45,~~184~~784,068
Warrants		1411,~~474~~589,~~494~~323		310,~~280~~517,~~000~~758
Convertible notes payable		1,085,922		-
Notes payable		-		877,897
		22,764,484		7,464,068
Convertible notes payable		1,476,547		564,048
		22,589,938		17,743,771

Recently Issued Accounting Standards

During the period ended ~~September~~March 3031, ~~2023~~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

Convertible Notes Payable

~~From January 24, 2023 to June 6, 2023, the Company entered into fourteen 14% convertible note payable agreements with proceeds totaling $2,564,950.~~ The ~~convertible~~following ~~notes,~~table ~~which~~presents ~~have~~a ~~identical~~summary ~~terms, require quarterly interest payments with the principal due at maturity eighteen months from issuances and are convertible at $3.20 per share~~ of ~~common stock. The conversion features were valued at $461,238 and recorded as a derivative liability pursuant to~~ the Company’s ~~contract ordering policy (Note 1). In connection with the~~ convertible notes, ~~the~~payable ~~Company issued a total of 5,129,900 warrants to purchase shares of common stock exercisable~~ at ~~$0.85~~March ~~per share. The warrants~~31, which were immediately vested, were valued at $4,510,387 and recorded as a derivative liability pursuant to the Company’s contract ordering policy. As a result of the derivative liabilities from the conversion features and warrants, and pursuant to ASC 815-15-30, the Company recorded debt discounts totaling $2,564,950, which were limited to the net proceeds from the convertible notes, with the remaining $2,406,675 recognized as financing costs on the accompanying condensed consolidated statements of operations.2024

Included in the fourteen convertible notes payable is a 14% convertible note payable agreement with proceeds totaling $100,000 with the Company’s CEO issued on January 24, 2023. The convertible note requires quarterly interest payments with the principal due at maturity eighteen months from issuance and is convertible at $3.20 per share of common stock. The conversion feature was valued at $22,569 and recorded as a derivative liability pursuant to the Company’s contract ordering policy (Note 1). In connection with the convertible note, the Company issued 200,000 warrants to purchase shares of common stock exercisable at $0.85 per share. The warrants, which were immediately vested, were valued at $209,180 and recorded as a derivative liability pursuant to the Company’s contract ordering policy. As a result of the derivative liabilities from the conversion features and warrants, and pursuant to ASC 815-15-30, the Company recorded a debt discount totaling $100,000, which were limited to the net proceeds from the convertible notes, with the remaining $131,749 recognized as financing costs on the accompanying condensed consolidated statements of operations.

						Balances - At Issuance				Balances - 3/31/2024
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	$	21,217
1/25/2023	7/25/2024		14	%	$3.20/Share		74,975		74,975		74,975		16,164
1/30/2023	7/30/2024		14	%	$3.20/Share		100,000		100,000		100,000		22,217
2/17/2023	8/17/2024		14	%	$3.20/Share		1,000,000		1,000,000		1,000,000		249,996
3/7/2023	9/7/2024		14	%	$3.20/Share		100,000		100,000		100,000		29,329
3/14/2023	9/10/2024		14	%	$3.20/Share		250,000		250,000		250,000		76,332
3/27/2023	9/27/2024		14	%	$3.20/Share		100,000		100,000		100,000		32,829
3/30/2023	9/30/2024		14	%	$3.20/Share		79,975		79,975		79,975		26,658
4/6/2023	10/6/2024		14	%	$3.20/Share		50,000		50,000		50,000		16,665
4/7/2023	10/7/2024		14	%	$3.20/Share		400,000		400,000		400,000		133,335
5/5/2023	11/5/2024		14	%	$3.20/Share		200,000		200,000		200,000		77,779
5/9/2023	11/9/2024		14	%	$3.20/Share		50,000		50,000		50,000		20,721
5/12/2023	11/12/2024		14	%	$3.20/Share		50,000		50,000		50,000		20,721
6/6/2023	12/6/2024		14	%	$3.20/Share		10,000		10,000		10,000		4,441
6/30/2023	12/30/2024		14	%	$3.20/Share		50,000		28,334		50,000		14,168
7/7/2023	1/7/2025		14	%	$3.20/Share		25,000		14,775		25,000		7,391
7/21/2023	1/21/2025		14	%	$3.20/Share		35,000		20,103		35,000		10,619
7/26/2023	1/26/2025		14	%	$3.20/Share		100,000		56,527		100,000		30,905
8/10/2023	2/10/2025		14	%	$3.20/Share		500,000		268,545		500,000		154,110
8/24/2023	2/24/2023		14	%	$3.20/Share		100,000		60,313		100,000		36,308
8/31/2023	2/28/2025		14	%	$3.20/Share		100,000		60,010		100,000		36,672
10/10/2023	4/10/2025		14	%	$3.20/Share		375,000		246,871		375,000		173,726
11/3/2023	5/3/2025		14	%	$3.20/Share		150,000		115,950		150,000		84,483
11/7/2023	5/7/2025		14	%	$3.20/Share		50,000		38,237		50,000		29,240
11/7/2023	5/7/2025		14	%	$3.20/Share		50,000		38,237		50,000		29,240
11/28/2023	5/28/2025		14	%	$3.20/Share		50,000		36,925		50,000		28,520
12/4/2023	6/4/2025		14	%	$3.20/Share		25,000		18,295		25,000		14,358
12/6/2023	6/8/2025		14	%	$3.20/Share		500,000		358,064		500,000		282,387
12/18/2023	6/18/2025		14	%	$3.20/Share		50,000		35,241		50,000		28,727
										$	4,724,950	$	1,709,258

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CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~From~~ The ~~June~~following ~~30,~~table ~~2023~~presents toa ~~August~~summary ~~31,~~of ~~2023,~~ the Company’s ~~entered into seven 14%~~ convertible ~~note~~notes payable ~~agreements with proceeds totaling $910,000. The convertible notes, which have identical terms, require quarterly interest payments with the principal due~~ at ~~maturity~~December ~~eighteen months from issuance and are convertible at $3.20 per share of common stock. In connection with the note agreements~~31, the Company issued a total of 1,820,000 warrants exercisable at $0.85 per share which expire two years from issuance. The warrants, which were immediately vested, were valued at $1,160,925 and resulted in additional discount on the notes totaling $508,607 pursuant to ASC 470-20-30, “Debt”. 2023:

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

					Conversion	Balances - At Issuance				Balances - 9/30/2023
Origination	Maturity	Interest			Rate	Principal		Discount		Principal		Discount
1/24/2023	7/24/2024		14	%	$3.20/Share	$	100,000	$	100,000	$	100,000	$	54,552
1/25/2023	7/25/2024		14	%	$3.20/Share		74,975		74,975		74,975		41,155
1/30/2023	7/30/2024		14	%	$3.20/Share		100,000		100,000		100,000		55,552
2/17/2023	8/17/2024		14	%	$3.20/Share		1,000,000		1,000,000		1,000,000		583,330
3/7/2023	9/7/2024		14	%	$3.20/Share		100,000		100,000		100,000		62,664
3/14/2023	9/10/2024		14	%	$3.20/Share		250,000		250,000		250,000		159,666
3/27/2023	9/27/2024		14	%	$3.20/Share		100,000		100,000		100,000		66,164
3/30/2023	9/30/2024		14	%	$3.20/Share		79,975		79,975		79,975		53,316
4/6/2023	10/6/2024		14	%	$3.20/Share		50,000		50,000		50,000		33,332
4/7/2023	10/7/2024		14	%	$3.20/Share		400,000		400,000		400,000		266,668
5/5/2023	11/5/2024		14	%	$3.20/Share		200,000		200,000		200,000		144,445
5/9/2023	11/9/2024		14	%	$3.20/Share		50,000		50,000		50,000		37,388
5/12/2023	11/12/2024		14	%	$3.20/Share		50,000		50,000		50,000		37,388
6/6/2023	12/6/2024		14	%	$3.20/Share		10,000		10,000		10,000		7,776
6/30/2023	12/30/2024		14	%	$3.20/Share		50,000		28,334		50,000		23,612
7/7/2023	1/7/2025		14	%	$3.20/Share		25,000		14,775		25,000		12,315
7/21/2023	1/21/2025		14	%	$3.20/Share		35,000		20,103		35,000		17,319
7/26/2023	1/26/2025		14	%	$3.20/Share		100,000		56,527		100,000		49,747
8/10/2023	2/10/2025		14	%	$3.20/Share		500,000		268,545		500,000		243,625
8/24/2023	2/24/2023		14	%	$3.20/Share		100,000		60,313		100,000		56,412
8/31/2023	2/28/2025		14	%	$3.20/Share		100,000		60,010		100,000		56,676
										$	3,474,950	$	2,063,102

Notes Payable

OnFrom ~~May~~January 29, ~~2020~~2024 to March 29, ~~Loyal~~2024, ~~received~~the aCompany ~~$20~~and seven holders of notes payable which matured between January 29,~~400~~ ~~Economic~~2024 ~~Injury~~and ~~Disaster~~March ~~Loan~~29, ~~through~~2024, agreed to extend the ~~Small~~maturity ~~Business~~of ~~Administration~~the note payables, which had outstanding principal balances totaling $580,000, by six months. The ~~note~~Company ~~bears~~accounted ~~interest~~for ateach 3amendment as an extinguishment of existing debt and issuance of new debt pursuant to ASC 470-50-40.~~75%~~ ~~until~~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 indate ~~March~~of ~~2050~~the notes payable, exercisable at $1.00 per share by approximately three years. The ~~note~~extension ~~requires~~of ~~$100~~the ~~monthly~~warrants, ~~payments~~which ~~beginning~~were valued at $906,669, resulted in ~~May~~a ~~2022~~discount ~~until~~on ~~maturity~~the notes totaling $353,271 pursuant to ASC 470-20-30.

On January 11, 2022, the Company entered into a 10% note agreement with P&C Ventures, Inc. totaling $1,485,000, including an original issuance discount of $135,000. The note requires quarterly interest payments with the principal due at maturity on January 11, 2023.

On January 11, 2023, the Company and P&C Ventures, Inc. agreed to amend the January 11, 2022, note payable. The Company accounted for the amendment as an extinguishment of existing debt and issuance of new debt pursuant to ASC 470-50-40. As part of the agreement, $78,929 in accrued and unpaid interest was added to the principal balance, bringing the total principal balance of the note payable to $1,563,929. Additionally, the interest rate and maturity date were amended to 14% and October 11, 2023, respectively. In connection with the amendment, the Company issued P&C Ventures, Inc. 3,127,858 warrants to purchase shares of common stock exercisable at $0.85 per share. The warrants, which were immediately vested, were valued at $3,309,045 and recorded as a derivative liability pursuant to the Company’s contract ordering policy (Note 1). As a result of the derivative liability from the warrants, and pursuant to ASC 815-15-30, the Company recorded a debt discount totaling $1,563,929, which was limited to the net proceeds from the note, with the remaining $1,745,116 recognized as financing costs on the accompanying condensed consolidated statements of operations. On July 10, 2023, the Company and P&C Ventures, Inc. agreed to extend the maturity of the note payable, which had an outstanding principal balance of $1,563,929, from October 11, 2023 to December 11, 2023. The Company accounted for the amendment as an extinguishment of existing debt and issuance of new debt pursuant to ASC 470-50-40. In connection with the amendment, the Company agreed to extend the exercise date of 2,700,000 warrants to purchase shares of common stock exercisable at $0.25 per share from July 11, 2023 to December 11, 2023. The extension of the warrants, which were revalued at $1,825,800, resulted in a discount on the note totaling $842,375 pursuant to ASC 470-20-30.

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 ~~September~~March 3031, ~~2023~~2024:

					Balances - At Issuance				Balances - 93/3031/~~2023~~2024
Origination	Maturity	Interest			Principal		Discount		Principal		Discount
5/29/2020	3/31/2050		4	%	$	20,400	$	-	$	20,400	$	-
7/29/2022	17/29/2024		10	%		50,000		29,664		50,000		619,~~592~~929
8/11/2022	28/11/2024		10	%		150,000		88,247		150,000		2268,~~058~~738
8/15/2022	28/1518/2024		10	%		50,000		29,513		50,000		722,~~373~~994
8/31/2022	28/2831/2024		10	%		80,000		45,827		80,000		1239,~~729~~941
9/1/2022	39/1/2024		10	%		50,000		29,922		50,000		824,~~316~~963
9/7/2022	39/7/2024		10	%		50,000		29,922		50,000		825,~~316~~994
9/12/2022	39/12/2024		10	%		50,000		30,316		50,000		926,~~266~~954
9/29/2022	39/29/2024		10	%		100,000		59,839		100,000		1959,~~947~~254
11/9/2022	5/9/2024		10	%		25,000		25,000		25,000		102,~~416~~328
11/15/2022	5/15/2024		10	%		100,000		100,000		100,000		419,~~663~~313
7/10/2023	127/118/~~2023~~2024		14	%		1,563,929		1,563,929		1,563,929		~~393~~515,~~108~~300
									$	2,289,329	$	~~539~~815,~~784~~708

The following table presents a summary of the Company’s notes payable at December 31, ~~2022~~2023:

					Balances - At Issuance				Balances - 12/31/~~2022~~2023
Origination	Maturity	Interest			Principal		Discount		Principal		Discount
5/29/2020	3/31/2050		4	%	$	20,400	$	-	$	20,400	$	-
1/11/2022	1/11/2023		10	%		1,350,000		934,128		1,485,000		38,922
7/29/2022	1/29/2024		10	%		50,000		29,664		50,000		1,648
7/29/2022	1/29/2024		10	%		50,000		29,664		50,000		21,424
8/11/2022	2/11/2024		10	%		150,000		88,247		150,000		7,876
8/11/2022	2/11/2024		10	%		150,000		88,247		150,000		66,185
8/15/2022	2/15/2024		10	%		50,000		29,513		50,000		2,630
8/15/2022	2/15/2024		10	%		50,000		29,513		50,000		22,133
8/31/2022	2/28/2024		10	%		80,000		45,827		80,000		5,091
8/31/2022	2/28/2024		10	%		80,000		45,827		80,000		35,643
9/1/2022	3/1/2024		10	%		50,000		29,922		50,000		3,661
9/1/2022	3/1/2024		10	%		50,000		29,922		50,000		23,274
9/7/2022	3/7/2024		10	%		50,000		29,922		50,000		3,658
9/7/2022	3/7/2024		10	%		50,000		29,922		50,000		23,274
9/12/2022	3/12/2024		10	%		50,000		30,316		50,000		4,382
9/12/2022	3/12/2024		10	%		50,000		30,316		50,000		24,422
9/29/2022	3/29/2024		10	%		100,000		59,839		100,000		9,974
9/29/2022	3/29/2024		10	%		100,000		59,839		100,000		49,866
11/9/2022	5/9/2024		10	%		25,000		25,000		25,000		6,372
11/7/2022	11/7/2023		7	%		200,000		220,000		235,400		192,499
11/15/2022	5/15/2024		10	%		100,000		100,000		100,000		25,486
11/9/2022	5/9/2024		10	%		25,000		25,000		25,000		22,917
12/8/2023	7/8/2024		14	%		1,563,929		1,563,929		1,563,929		988,778
11/15/2022	5/15/2024		10	%		100,000		100,000		100,000		91,667
									$	2,289,329	$	1,059,556
12/21/2022	12/21/2023		7	%		200,000		220,000		235,400		210,833
									$	2,681,200	$	823,059

Line of Credit

On October 3, 2014, ~~the~~Loyal ~~Company~~ entered into a $30,000 line of credit agreement with a former member of Loyal. The line of credit has no maturity with interest at 8.00%. As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the outstanding principal and accrued interest totaled $3132,~~408~~611 and $4233,~~130~~021, respectively.

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 ~~September~~March 3031, ~~2023~~2024:

December 31,	Amount
2023	$	1,593,929
2024	$	4,943,879
2024		3,319,950
2025		2,110,000
2025		860,000
2026		-
2027		-
2028		-
Thereafter		20,400
		5,794,279
		7,074,279
Less - Discounts		(2,~~602~~524,~~886~~966	)
	$	34,~~191~~549,~~393~~313

NOTE 5 – EQUITY

Common Stock

During ~~January~~February ~~2023~~2024, the Company ~~issued~~paid 4$38,~~245~~382 ~~shares~~in ofaccrued ~~common~~interest ~~stock~~due ~~valued~~to atnoteholders $4by issuing 28,~~500~~829 ~~for~~shares ~~financing~~of ~~costs~~common stock.

During January 2023, the Company paid $7,589 in accrued interest due to four noteholders by issuing 5,655 shares of common stock.

During March 2023, the Company issued 17,045 shares of common stock valued at $15,000 for services.

During April 2023, the Company entered into a consulting agreement. Pursuant to the consulting agreement, the Company issued 500,000 shares of common stock valued at $425,000. 125,000 shares vested immediately, with the remaining 375,000 shares vested over 24 months.

During April 2023, the Company paid $6,995 in accrued interest due to four noteholders by issuing 7,661 shares of common stock. Included in these shares were 1,350 shares issued to the wife of the Company’s CEO and 2,815 shares issued to the Company’s CEO.

In connection with a repayment plan created for the November 7, 2022 and December 21, 2022 notes payable (Note 4), the Company issued 1,200,000 shares of returnable common stock as security. On June 30, 2023, the notes were paid in full and 1,360,000 returnable shares were returned to the Company and retired.

During April 2023, the Company issued 92,010 shares of common stock valued at $57,507 in connection with the purchase of software.

During June 2023, the Company issued 362,319 shares of common stock valued at $250,000 in connection with a settlement agreement wherein the Company acquired development rights.

During July 2023, the Company paid $18,537 in accrued interest due to eight noteholders by issuing 28,896 shares of common stock. Included in these shares were 1,943 shares issued to the wife of the Company’s CEO and 5,441 shares issued to the Company’s CEO.

Table of Contents

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Warrants

During the period ended ~~September~~March 3031, ~~2023~~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 34.6610% to 54.0044%; volatility ranging from ~~195~~291% to ~~346~~302% based on the historical volatility of the Company’s common stock; exercise prices ~~ranging~~of ~~from~~ $01.~~70 to $0.85~~00; and terms of 2436 ~~to 60~~ months.

OnFrom January 1110, ~~2023~~2024, ~~the~~to ~~Company~~February ~~issued~~20, 32024,~~127~~ eight warrant holders cashless exercised a total of 5,~~858~~457,500 warrants ~~valued~~to atpurchase $3common stock,~~309,000~~ asresulting ~~part~~in ofthe aissuance ~~note~~of ~~agreement~~3,839,559 ~~amendment~~shares ~~(Note~~of 4)common stock.

~~From~~The ~~January~~table ~~24,~~below ~~2023~~summarizes ~~to August 31, 2023,~~ the Company’s ~~issued~~ warrants tofor ~~purchase~~the ~~6,949,900~~period ~~shares~~ended ofMarch ~~common stock valued at approximately $5~~31,~~671,000~~ ~~as part of note agreements (Note 4). Included in these warrants is a warrant to purchase 200,000 shares of common stock which was issued to the Company’s CEO.~~2024:

During April 2023, the Company issued 58,496 warrants to purchase shares of common stock exercisable at $0.85 per share for two years. The warrants, which were immediately vested, were valued at $47,858.

	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		-		$	-		-
Forfeited		-		$	-		-
Exercised		(5,457,500	)	$	0.54		2.22
Warrants as of March 31, 2024		11,589,323		$	0.86		2.09

~~During~~At ~~July~~March ~~2023~~31, ~~the Company issued 58~~2024,~~240~~ warrants to purchase 11,276,823 shares of common stock ~~exercisable~~were atvested ~~$0.70~~and ~~per~~warrants ~~share~~to ~~for~~purchase ~~two~~312,500 ~~years~~shares of common stock remained unvested. The ~~warrants,~~Company ~~which~~expects ~~were~~to ~~immediately~~incur ~~vested,~~expenses ~~were~~for ~~valued~~the atunvested warrants totaling $35205,~~952.~~895 as they vest.

During August 2023, the Company issued 500,000 warrants to purchase shares of common stock exercisable at $0.70 per share for five years. The warrants, which vest over 24 months, were valued at $329,434.

The table below summarizes the Company’s warrants for the period ended September 30, 2023:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (in years)
Warrants as of December 31, 2022		3,780,000	$	0.48		0.87
Issued		10,694,494	$	0.84		3.02
Exercised		-	$	-		-
Warrants as of September 30, 2023		14,474,494	$	0.75		1.96

Options

During the period ended ~~September~~March 3031, ~~2023~~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 ~~rates~~rate ~~ranging~~of ~~from~~ 3.3997% ~~to 4.29%~~; volatility ~~ranging~~of ~~from 277~~267% ~~to 281%~~ based on the historical volatility of the Company’s common stock; exercise ~~prices~~price ~~ranging~~of ~~from~~ $01.~~54 to $0.99~~95; and terms of 5 years. The fair value of options granted is expensed as vesting occurs over the applicable service periods.

~~During~~The ~~September~~following ~~2023,~~table summarizes the Company’s ~~Stockholders~~options ~~approved~~for ~~an amendment of~~ the ~~2021~~period ~~Equity~~ended ~~Incentive~~March ~~Plan to increase the numbers of issuable shares from 5~~31,~~000,000~~ ~~to 10,000,000~~2024:

From March 1, 2023 to September 1, 2023, the Company issued 1,920,000 options to purchase shares of common stock exercisable at prices ranging from $0.54 to $0.99 per share. The options, which vest over 12 to 36 months, were valued at $1,549,018.

	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		-	$	-		-
Exercised		-	$	-		-
Options as of March 31, 2024		9,524,068	$	0.89		3.58

~~Included~~At inMarch ~~the~~31, 12024,~~920,000~~ options ~~issued~~to ~~above~~purchase 6,392,176 shares of common stock were ~~250,000~~vested and options to purchase 3,131,892 shares of common stock ~~exercisable~~remained ~~at $0~~unvested.77 ~~per~~The ~~share~~Company ~~for~~expects ~~five~~to ~~years~~incur ~~which~~expenses ~~were~~for ~~issued to~~ the ~~Company’s~~unvested ~~former~~options ~~CFO~~totaling ~~for~~$2,230,147 ~~ongoing~~as ~~consulting~~they ~~services~~vest.

The following table summarizes the Company’s options for the period ended September 30, 2023:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Life (in years)
Options as of December 31, 2022		5,284,068	$	0.80		4.17
Issued		1,920,000	$	0.83		5.00
Exercised		-	$	-		-
Options as of September 30, 2023		7,204,068	$	0.81		3.76

At September 30, 2023, options to purchase 3,617,041 shares of common stock were vested and options to purchase 3,587,027 shares of common stock remained unvested. The Company expects to incur expenses for the unvested options totaling $2,602,630 as they vest.

Table of Contents

CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – RELATED PARTY TRANSACTIONS

Shareholder Advances and Payables

At ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company had advances payable of $22,154, respectively, due to the Company’s President and CEO, Mr. Todd Michaels. Mr. Michaels is also a member of the Company’s Board of Directors ~~and holds approximately 10% of the Company’s common stock~~.

At ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company had advances payable of $11,865, ~~respectively,~~ due to ana ~~individual~~significant ~~who holds less than 5% of the Company’s common stock~~shareholder.

At ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company had advances payable of $62,500 due to ~~an individual who is~~ the Company’s largest shareholder.

At ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company had accounts payable of $258,000 ~~and $256,000, respectively,~~ due to Elysian Fields Disposal, LLC, an entity owned by the Company’s largest shareholder. ~~The Company incurred $3,000 of operating expenses with the entity during the period ended September 30, 2023.~~

At ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company had accounts payable of $78,346 ~~and $73,000, respectively,~~ due to Loutex Production Company, an entity owned by the Company’s largest shareholder. ~~The Company incurred $4,900 of operating expenses with the entity during the period ended September 30, 2023.~~

At ~~September~~March 3031, 2024 and December 31, 2023, the Company had accounts payable of $70170,000 and $120,000, respectively, due to P&C Ventures, Inc. The Company incurred $~~160~~60,000 of operating expenses with P&C Ventures Inc. during the period ended ~~September~~March 3031, ~~2023~~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 ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company had accounts payable of $344,000, ~~respectively,~~ due to Michaels Consulting, an entity owned by the wife of Mr. Michaels.

Notes Payable

During January 2022, the Company entered into a note agreement with P&C Ventures, Inc. totaling $1,485,000 and issued 2,700,000 warrants related to the note, as disclosed in Note 4. During January 2023, the Company amended the January 2022 note agreement with P&C Ventures, Inc. and issued warrants related to the amendment, as disclosed in Note 4. During July 2023, the Company amended the January 2023 agreement and modified warrants related to the original note, as disclosed in Note 4. During December 2023, the Company amended the July 2023 agreement and modified warrants related to the original note, as disclosed in Note 4.

P&C Ventures, Inc. is the holder of the $1,563,929 note maturing on July 8, 2024 (Note 4).

The wife of Mr. Michaels is the holder of the $50,000 note maturing on September 7, 2024 (Note 4). 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.

The Company’s largest shareholder is the holder of the $25,000 note maturing on May 9, 2024 (Note 4).

Convertible Notes Payable

~~During~~Mr. ~~January~~Michaels ~~2023,~~is the ~~Company~~holder ~~entered~~of ~~into~~the ~~a convertible note agreement with Mr. Michaels totaling~~ $100,000 ~~and~~convertible ~~issued~~note ~~200,000~~maturing ~~warrants,~~on ~~valued~~July ~~at approximately $209~~24,~~000,~~ ~~related~~2024 ~~to the note, as disclosed in~~ (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 ~~September~~March 3031, 2024 and December 31, 2023, the Company had accrued bonus compensation for its CEO, CFO and former CFO of approximately $150,000, $50,000 and $115,000, respectively. ~~The accrued bonus compensation was unchanged from December 31, 2022.~~

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CORRELATE ENERGY CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 – INTANGIBLE ASSETS

The Company’s intangible assets as of ~~September~~March 3031, ~~2023~~2024 are summarized as follows:

				Accumulated
Type	Useful Life	Amount		Amortization		Net
Development rights	2-3 years	$	769,383	$	~~101~~237,~~318~~880	$	~~668~~531,~~065~~503
Customer relationships	5 years		233,800		81105,~~830~~210		~~151~~128,~~970~~590
Developed technology	2 years		27,750		24,290		3,460
		$	1,003,183	$	343,090	$	660,093
		$	1,030,933	$	207,438	$	823,495

The Company’s intangible assets as of December 31, ~~2022~~2023, are summarized as follows:

				Accumulated
Type	Useful Life	Amount		Amortization		Net
Development rights	2-3 years	$	~~119~~769,383	$	6169,~~639~~599	$	~~112~~599,~~744~~784
Customer relationships	5 years		233,800		4693,~~760~~520		~~187~~140,~~040~~280
Developed technology	2 years		27,750		13,880		13,870
		$	1,003,183	$	263,119	$	740,064
		$	380,933	$	67,279	$	313,654

Future amortization of the Company’s intangible assets as of ~~September~~March 3031, ~~2023~~2024 are as follows:

December 31,	Amount
2023	$	83,431
2024	$	239,913
2024		319,884
2025		286,852
2026		133,328
	$	~~823~~660,~~495~~093

NOTE 8 – SUBSEQUENT EVENTS

~~The~~On April 10, 2024, the Company ~~has~~received ~~evaluated~~funding ~~subsequent~~from ~~events~~a ~~through~~Bridge Loan and Security Agreement (“Agreement”) entered into with Clearview Funding Group LLC (“Lender”) on March 26, 2024. Pursuant to the ~~date~~terms ~~these~~of ~~condensed~~the ~~consolidated~~Agreement, ~~financial~~the ~~statements~~Company ~~were~~borrowed ~~available~~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 ~~issued~~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 ~~determined~~granted ~~that~~a security interest to Lender in certain of the ~~following~~Company’s ~~subsequent~~assets, ~~events~~subject ~~require~~to ~~disclosure~~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 proceeds received from this Agreement will be used for general corporate purposes.

~~During~~On ~~October~~May ~~2023~~9, 2024, the Company ~~issued~~entered 33into a $100,~~911~~000 ~~shares~~note ofagreement. ~~common~~The ~~stock~~note ~~for~~requires ~~payment~~monthly interest payments at a rate of ~~accrued~~2% ~~interest~~per month with the principal due at maturity on ~~notes~~July ~~payable~~5, 2024. In connection with the note agreement, the Company issued a total of 100,000 warrants exercisable at ~~September~~$0.85 30per share, ~~2023~~as adjusted for stock splits and other adjustments. The warrants were fully vested at issuance and expire May 9, 2027.

During October 2023, the Company issued 72,329 warrants to purchase shares of common stock exercisable at $0.85 per share for five years.

During October 2023, the Company issued 250,000 options to each of the non-executive members of the board of directors – Matthew Flemming, Cory Hunt, Bob Powell, and Eli Albrecht. The options exercisable at $0.86 per share for five years.

On October 10, 2023, the Company entered into a 14% convertible note payable agreement with proceeds totaling $375,000. The convertible note requires quarterly interest payments with the principal due at maturity eighteen months from issuance and is convertible at $3.20 per share of common stock. In connection with the note agreements, the Company issued a total of 750,000 warrants exercisable at $0.85 per share for two years.

From October 10, 2023 to November 7, 2023, the Company entered into four 14% convertible note payable agreements with proceeds totaling $625,000. The convertible notes, which have identical terms, require quarterly interest payments with the principal due at maturity eighteen months from issuance and are convertible at $3.20 per share of common stock. In connection with the note agreements, the Company issued a total of 1,250,000 warrants exercisable at $0.85 per share which expire two years from issuance. The warrants, which were immediately vested, were valued at $1,558,376 and resulted in additional discount on the notes totaling $439,295 pursuant to ASC 470-20-30.

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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.

~~The~~Our ~~following~~ discussion includes forward-looking statements based upon current expectations that involve risks and ~~analysis~~uncertainties, ofsuch ~~the~~as ~~results~~our ofplans, ~~financial~~objectives, ~~condition~~expectations and intentions. Actual results and the timing of ~~operations~~events ~~for~~could ~~the~~differ ~~three~~materially ~~and~~from ~~nine~~those ~~months~~anticipated ~~ended~~in ~~September~~these ~~30,~~forward-looking ~~2023~~statements ~~and~~as ~~September~~a 30result of a number of factors. We use words such as “anticipate,” ~~2022~~“believe,” ~~should~~“estimate,” be“intend,” ~~read~~“could,” in“should,” ~~conjunction~~“would,” ~~with~~“may,” ~~our~~“seek,” ~~condensed~~“plan,” ~~consolidated~~“might,” ~~financial~~“will,” ~~statements~~“expect,” ~~and~~“predict,” ~~the~~“project,” ~~notes~~“forecast,” to“potential,” ~~those~~“continue,” ~~condensed~~and ~~consolidated~~the ~~financial~~negatives ~~statements~~thereof ~~that~~or ~~are~~similar ~~included~~expressions ~~elsewhere~~to inidentify ~~this~~forward-looking ~~prospectus~~statements.

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,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue,” and the negatives thereof or similar expressions to identify forward-looking statements. See “Cautionary Statement Regarding Forward-Looking Statements.”

Overview

Correlate Energy Corp. (OTCQB: CIPI), ~~formerly Correlate Infrastructure Partners Inc.,~~ 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 ~~year~~three months ended ~~December~~March 31, ~~2022~~2024, and through ~~September~~May 3015, ~~2023~~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 ~~March~~April 311, ~~2023~~2024.

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Liquidity and Capital Resources

At ~~September~~March 3031, ~~2023~~2024, the Company had a cash balance of $3101,~~218~~665,~~263,~~ as compared to a cash balance of $961,~~308~~412,379 at December 31, ~~2022~~2023. The Company ~~incurred~~reported cash ~~positive~~flows ~~cash~~used ~~flow~~in ~~from~~operating ~~operations~~activities of $~~583~~1,~~590~~276,015 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, as compared to ~~negative cash flow from operations of~~ $1,~~975~~089,~~196~~233 infor the ~~comparable~~three ~~prior~~months ~~year~~ended ~~period~~March 31, 2023. The $186,782 increase in cash ~~flow~~flows ~~from~~used ~~operations~~in operating activities for the three months ended March 31, 2024, was primarily ~~the~~driven ~~result~~by ofincreases ~~increased~~in ~~revenues~~compensation ~~and~~related ~~contract~~expenses, ~~assets~~including ~~during~~stock-based compensation as well as professional fees for consultants related to the ~~current~~Company’s ~~period~~planned operational expansion. The ~~Cash~~Company reported cash flows used in investing activities of $34,699 during the ~~nine~~three months ended ~~September~~March 3031, ~~2023 totaled $465~~2024,~~785~~ and ~~were~~had no investing activities for the ~~result~~three ofmonths ended March 31, 2023. Cash used for investing activities in 2024 was related to the purchase of property and equipment. ~~and~~The ~~intangible~~Company ~~assets~~had no cash flows from financing activities during the three months ended March 31, 2024. Cash flows from financing activities during the ~~nine~~three months ended ~~September~~March 3031, 2023, ~~totaled~~of $31,~~004~~734,~~150~~330 ~~and~~ were the result of $31,~~474~~804,950 in proceeds from loan agreements and $~~470~~70,~~800~~620 in repayments of loan agreements. Going forward, the Company expects capital expenditures to increase significantly as operations are expanded pursuant to its current growth plans. The Company anticipates the requirement to raise significant debt or equity capital in order to fund future operations.

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.

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 proceeds received from this Agreement will be used for general corporate purposes.

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

Results of Operations

Comparison of the Three Months Ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023

For the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, the Company’s revenues ~~totaled~~were $~~930~~432,~~277~~799 and $250,~~312~~734,~~577,~~ respectively. The ~~decrease~~source inof revenues ~~for~~which ~~the~~increased ~~three~~in ~~months~~2024 ~~ended~~compared ~~September~~to ~~30, 2023, is primarily driven by~~ the ~~timing~~prior ofyear ~~contracted~~period ~~revenue~~was ~~recognized~~from ~~for~~ engineering, procurement and construction services (“EPC”) and consulting. Weservices ~~anticipate~~performed ~~the~~for ~~Company’s~~solar ~~revenues~~energy ~~in upcoming quarters to grow as revenues are recognized from~~ projects ~~in progress and in the pipeline~~. ~~Gross~~The ~~profit~~increase ~~for~~of ~~the~~$382,065 ~~three~~or ~~months~~753%, ~~ended~~was ~~September~~driven ~~30,~~primarily ~~2023,~~by ~~totaled~~the ~~$232,021~~continued ~~compared~~expansion toof ~~$143,439~~operations induring the ~~comparable~~current ~~prior year~~ period. We anticipate ~~future gross margins to increase from~~ the ~~current~~Company’s ~~level~~revenues asin weupcoming ~~commercialize~~quarters ~~new~~to ~~project~~continue ~~opportunities~~to ~~and~~grow ~~cover~~as ~~more~~revenues ~~fixed~~are ~~costs~~recognized ~~within~~from ~~cost~~projects ofin ~~sales~~progress and ~~expand~~in ~~our~~the ~~margins~~pipeline.

~~For~~Gross profit for the three months ended ~~September~~March 3031, ~~2023~~2024, ~~our~~totaled ~~operating expenses decreased to~~ $151,~~820,560~~577 compared to gross profit of $24,~~429,478~~875 ~~for~~in the comparable ~~period~~prior inyear ~~2022~~period. The ~~decrease of~~ $~~608~~46,~~918,~~702 orincrease ~~25%, was primarily driven by a decrease~~ in ~~compensation~~gross ~~expenses,~~profit ~~including~~was ~~stock-based~~due ~~compensation.~~to ~~Compensation expenses for~~ the ~~three~~Company’s ~~months~~increased ~~ended September 30~~operations, ~~2023~~growth ~~included~~plans ~~approximately $533,000~~ and ~~$459,000~~focused inefforts ~~salaries~~to ~~and~~maximize ~~wages~~profitability ~~and~~by ~~the~~effectively ~~non-cash~~managing ~~expenses~~installation ~~of stock-based compensation, respectively, compared to approximately $735,000~~ and ~~$1,307,000,~~equipment ~~respectively, in the prior period~~costs. We anticipate future ~~operating~~gross ~~expenses~~margins to increase ~~with~~from the ~~expansion~~current oflevel ~~operations,~~as ~~resulting~~we incommercialize ~~increased~~new ~~expenses~~project ~~related~~opportunities, toincrease ~~wages~~revenues and ~~compensation,~~cover ~~advertising,~~more ~~and~~fixed ~~insurance~~costs ~~partially~~within ~~offset~~cost byof ~~added~~revenues ~~contribution~~and ~~margins~~expand ~~from~~project ~~anticipated revenue growth~~profitability.

For the three months ended ~~September~~March 3031, ~~2023~~2024, ~~other~~operating expenses ~~totaled~~were $13,~~795~~032,~~178,~~975 compared to $~~300~~1,~~878~~208,148 in the comparable prior year period. ~~This~~The increase inof ~~other~~$1,824,827, ~~expenses~~or 151%, was primarily driven by increases in stock-based compensation expenses of $1,~~611~~192,~~905~~205, payroll and related expenses of $~~183~~420,~~273~~361 (included in ~~amortization~~general ofand ~~debt~~administrative ~~discount~~expenses) and ~~interest~~consulting ~~expense,~~fees ~~respectively~~of $156,472 ~~incurred~~(included ~~during~~in legal and professional expenses). These increases were the ~~period~~result ~~ended~~of ~~September~~the ~~30,~~addition ~~2023~~of ~~compared~~strategic tomanagement ~~$257,497~~as well as both internal and ~~$43,381,~~outsourced ~~respectively,~~staff ~~during~~to ~~the~~support ~~prior~~our ~~year~~continued ~~period~~expansion efforts. We anticipate ~~our~~future ~~other~~operating expenses to ~~remain~~increase ~~elevated~~with as the ~~Company~~expansion ~~incurs~~of ~~interest~~operations, ~~from~~resulting ~~debt~~in ~~and~~increased expenses related ~~financing~~to ~~costs~~wages toand ~~expand~~compensation, ~~its~~advertising, ~~operations~~and insurance partially offset by added contribution margins from anticipated revenue growth.

For the three months ended March 31, 2024, other expenses totaled $1,495,044, compared to $2,207,080 in the comparable prior year period. The ~~activities~~decrease ~~above~~in ~~resulted~~other expenses was primarily driven by no financing costs in ~~net~~2024 ~~losses~~compared ofto $3,~~383~~808,~~717~~565 ~~and~~in 2023, partially offset by $2,~~586~~487,~~917~~120 ~~for~~related to the ~~three~~change ~~months~~in ~~ended~~fair ~~September~~value ~~30,~~of a derivative liability in 2023 and ~~2022~~increases of $469,063 ~~respectively~~in the amortization of debt discount and $140,346 in interest expense incurred during the period in 2024. We anticipate other expenses to continue to be driven by these factors on a comparable basis throughout 2024.

~~Comparison~~The activities above resulted in net losses of $4,476,442 and $3,410,353 for the ~~Nine~~three ~~Months~~months ~~Ended~~ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, respectively.

For the nine months ended September 30, 2023 and 2022, the Company’s revenues totaled $5,139,133 and $2,617,675, respectively. The increase in revenues is primarily driven from a higher volume of contracts for engineering, procurement and construction services (“EPC”) and consulting for the nine months ended September 30, 2023. We anticipate the Company’s revenues in upcoming quarters to continue to grow as revenues are recognized from projects in progress and in the pipeline. Gross profit for the nine months ended September 30, 2023, totaled $1,311,704 compared to $185,477 in the comparable prior year period. We anticipate future gross margins to increase from the current level as we commercialize new project opportunities and cover more fixed costs within cost of sales and expand our margins.

For the nine months ended September 30, 2023, our operating expenses decreased to $4,489,070 compared to $4,647,800 for the comparable period in 2022. The decrease of $158,730, or 3%, was primarily driven by increased travel costs and compensation expenses associated with added strategic management and staff offset by a decrease in legal and professional fees and stock based compensation. Compensation expenses for the nine months ended September 30, 2023 included approximately $1,532,000 and $1,043,000 in salaries and wages and the non-cash expenses of stock-based compensation, respectively, compared to approximately $1,341,000 and $1,637,000, respectively, in the prior period. 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 nine months ended September 30, 2023, other expenses totaled $5,186,041, compared to $799,384 in the comparable prior year period. This increase in other expenses was primarily driven by financing costs totaling $4,156,291 which were the result of derivative liabilities, and $3,700,034 in amortization of debt discount incurred during the period ended September 30, 2023 compared to $685,639 during the prior year period. The expenses during the period ended September 30, 2023 were partially offset by a $3,107,808 decrease in the fair value of derivative liabilities. We anticipate our other expenses to remain elevated as the Company incurs interest from debt and related financing costs to expand its operations.

The activities above resulted in net losses of $8,363,407 and $5,261,707 for the nine months ended September 30, 2023 and 2022, respectively.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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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 carried out an evaluation of the effectiveness and design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the Exchange Act). Based on that evaluation, our Chief Executive Officer and Interim Chief Financial Officer has concluded that, at September 30, 2023, such disclosure controls and procedures were not effective.

~~Disclosure~~Our management conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures ~~are~~(as ~~controls~~such term is defined in Rules 13a-15(e) and ~~other~~15d-15(e) ~~procedures~~promulgated ~~that~~under the Exchange Act) as of March 31, 2024, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are designed to ensure that information required to be disclosed inby ~~our~~the ~~reports~~Company ~~filed~~is oraccumulated ~~submitted~~and ~~under~~communicated to the ~~Exchange~~appropriate ~~Act~~management ison ~~recorded,~~a ~~processed,~~basis ~~summarized~~that ~~and~~permits ~~reported~~timely ~~within~~decisions ~~the~~regarding ~~time~~disclosure. ~~periods~~Based ~~specified~~upon inthat ~~the~~evaluation, ~~SEC’s~~our ~~rules~~management ~~and~~concluded ~~forms.~~that ~~Disclosure~~the Company’s disclosure controls and procedures ~~include,~~as ~~without~~of ~~limitation~~March 31, ~~controls~~2024, ~~and~~were ~~procedures~~effective ~~designed~~ to ~~ensure~~provide ~~that~~reasonable ~~the~~assurance that information required to be disclosed in ~~our~~the ~~reports~~Company’s ~~filed~~periodic orfilings ~~submitted~~ under the Exchange Act is accumulated and communicated to ~~management including~~ our ~~Chief~~management ~~Executive Officer and Interim Chief Financial Officer, or persons performing similar functions, as appropriate,~~ to allow timely decisions regarding required disclosure.

~~Limitations~~Changes on the Effectiveness of Controls: Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in ~~all~~Internal ~~control~~Control ~~systems,~~Over ~~no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our Chief Executive Officer and Interim Chief~~ Financial ~~Officer~~Reporting has concluded, based on his evaluation as of the end of the period covered by this Quarterly Report that our disclosure controls and procedures were not sufficiently effective to provide reasonable assurance that the objectives of our disclosure control system were met.

~~Changes~~There were no changes in ~~Internal~~our ~~Control~~internal controls over ~~Financial~~financial ~~Reporting~~reporting during the quarter ended March 31, 2024, that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

~~There~~Limitations ~~have~~on ~~been no changes in our internal controls over financial reporting that occurred during~~ the ~~nine-month~~Effectiveness ~~period~~of ~~ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~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.

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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.

During the three-month period ended September 30, 2023, we sold an aggregate of $860,000 of our convertible promissory notes and issued an aggregate of 1,720,000 warrants to purchase shares of our common stock in connection with the issuance of the notesNone. Each of the purchasers of the notes represented to the Company that such purchaser is an “accredited” for purposes of Rule 501 of Regulation D. The issuance of the warrants was made in a private placement exempt from registration under Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated under the Act.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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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.

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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: ~~November~~May 1415, ~~2023~~2024 Correlate Energy Corp.(Registrant) /s/ Todd Michaels Todd Michaels Chief Executive Officer ~~and Interim Chief Financial Officer~~(Principal Executive Officer ~~and Principal Financial Officer~~)

Dated: May 15, 2024

Correlate Energy Corp.

(Registrant)

/s/ Johan ver Loren van Themaat

Johan ver Loren van Themaat

Chief Financial Officer

(Principal Financial and Accounting Officer)

Filing Compare · Correlate Energy Corp.