United States securities and exchange commission logo
November 6, 2023
Todd Michaels
Chief Executive Officer
Correlate Energy Corp.
220 Travis Street
Suite 501
Shreveport, LA 71101
Re: Correlate Energy
Corp.
Form 10-K for
Fiscal Year Ended December 31, 2022
Form 10-Q for
Fiscal Quarter Ended June 30, 2023
File No. 000-30746
Dear Todd Michaels:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Comparison of Years Ended December 31, 2022 and 2021, page 38
1. Please revise to
provide your discussion to quantify the key factors that resulted in the
increases in sales and
income from operations, and the extent these variances are
attributable to changes
in the amount of services sold and/or changes in prices and to the
introduction of new
services. Also, describe any unusual or infrequent events such as the
negative impact of the
COVID-19 pandemic or transactions (including acquisitions) or
any significant
economic changes that materially affected the amount of reported income
from continuing
operations and he extent to which income was so affected. Refer to Item
303(b)(2)(i) and (iii)
of Regulation S-K.
Todd Michaels
FirstName LastNameTodd Michaels
Correlate Energy Corp.
Comapany 6,
November NameCorrelate
2023 Energy Corp.
November
Page 2 6, 2023 Page 2
FirstName LastName
Item 9A. Controls and Procedures, page F-22
2. Please provide management's assessment of the effectiveness of
disclosure controls and
procedures at December 31, 2022 and disclose if there were any changes
in internal
control over financial reporting for the year then ended. Refer to
Item 307 and Item
308(c) of Regulation S-K.
Form 10-Q for Fiscal Quarter Ended June 30, 2023
Condensed Consolidated Statement of Stockholders' Deficit
For the Six Months Ended June 30, 2023 and 2022, page 5
3. Please explain how you determined the settlement of the derivative
liability of $5,844,608
recognized as a credit to additional paid-in capital for the period
ended June 30, 2023 and
revise your disclosures in the footnotes accordingly.
Notes to Condensed Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Intangible Assets, page 8
4. Please disclose the types, amounts, useful lives, accumulated
amortization, and aggregate
amortization over the next five years for your intangible assets at
June 30, 2023. Refer to
ASC 360-30-50.
Note 5. Equity
Warrants, page 15
5. Please disclose where the amounts are recognized in the financial
statements for
the issuance of 3,127,858 warrants valued at $3,309,045 and the
issuance of 5,229,900
warrants valued at $4,575,776 associated with the convertible notes
during the six months
ended June 30, 2023. Refer to ASC 470-20-25 and ASC 470-20-50.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at
202-551-3380 with any
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services