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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**



**FORM 10-K/A**

**(Amendment No. 1)**













|**☒****** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**
|--------- | ----------------------------------------------------------------------------------------





















**For the year ended December 31, 2022**



**OR**













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





















**Commission File No. 000-30746**













|**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)



**Correlate Infrastructure Partners Inc.**

**220 Travis Street, Suite 501**

**Shreveport, Louisiana 71101**

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



**Securities registered pursuant to Section 12(b) of the Act: None**



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













|**Common Stock, par value $.0001 per share**
|--------------------------------------------
|**(Title of Class)**                        





















Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒



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 requirement 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 and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period the registrant was required to submit such files). Yes ☒ No ☐



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10K. Yes ☐ No ☒



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













|Large accelerated filer | ☐ | Accelerated filer         | ☐
|----------------------- | - | ------------------------- | -
|Non-accelerated Filer   | ☒ | Smaller reporting company | ☒
|                        |   | Emerging growth company   | ☐





















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 ☒



The aggregate market value of the registrant’s common stock held by non-affiliates computed by reference to the price at which the common stock was last sold as of June 30, 2022 was $14,668,272.



The number of shares of the registrant’s common stock outstanding as of March 31, 2023 was 35,333,526.



**Documents Incorporated by Reference: None**













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**EXPLANATORY NOTE**



On March 31, 2023, Correlate Energy Corp. (formerly Correlate Infrastructure Partners Inc.) (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Original Form 10-K”). This Amendment No. 1 (the “Amendment”) amends the Original Form 10-K solely to correct and replace the disclosure included in Item 9A. Controls and Procedures. This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Original Form 10-K. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original Form 10-K, except as set forth herein.  As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.













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**Item 9A. Controls and Procedures.**



**Evaluation of Disclosure Controls and Procedures**



Management conducted an evaluation, under the supervision and participation of our principal executive officer and principal financial officer at December 31, 2022, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of December 31, 2022, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the appropriate management on a basis that permits timely decisions regarding disclosure. Based upon that evaluation, the Company's principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures as of December 31, 2022, were not effective to provide reasonable assurance that information required to be disclosed in the Company’s periodic filings under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure.



**Management's Annual Report on Internal Control Over Financial Reporting**



Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company's internal control over financial reporting includes those policies and procedures that:













| | · | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
| | · | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.                                                                                           





















Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



In connection with the preparation of our annual financial statements, our principal executive officer and principal financial officer, have assessed the effectiveness of internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework, and SEC guidance on conducting such assessments. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on this evaluation and qualified by the “Limitations on Effectiveness of Controls” set forth in this Item 9A below, management has determined that as of December 31, 2022, our internal controls over financial reporting were not effective and there are material weaknesses in our internal control over financial reporting.



The Company’s management has identified a material weakness in the effectiveness of internal control over financial reporting related to a shortage of resources in the accounting department required to assure appropriate segregation of duties with employees having appropriate accounting qualifications related to our industry accounting and disclosure rules.













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**Remediation Measures**



The Company and its Board of Directors are committed to maintaining a strong internal control environment. Management has begun the initial steps in developing its remediation plan to address the material weakness described above. The initial steps the Company has taken include identifying the appropriate resources to execute its remediation plan, which will include both internal resources with experience in our industry and outsourced accounting staff, as well as the creation of additional internal procedures to ensure the segregation of duties. The Company is still developing its full remediation plan and is in the early phase of what will be a multi-step remediation process to completely and fully remediate the material weaknesses identified and described above.



**Attestation Report of the Registered Public Accounting Firm**



This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company’s registered public accounting firm pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, wherein non-accelerated filers are exempt from Sarbanes-Oxley internal control audit requirements.



**Changes in Internal Control Over Financial Reporting**



There were no changes in our internal controls over financial reporting during the year ended December 31, 2022, that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.



**Limitations on the Effectiveness of Controls**



The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but there can be no assurance that such improvements will be sufficient to provide us with effective internal control over financial reporting.













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**PART IV**



**Item 15.*****Exhibits and Financial Statement Schedules***













|(a) | **Documents filed as part of this Report**
|--- | ------------------------------------------
|    |                                           
|(3) | Exhibits                                  































|**Exhibit No.:** |  | **Description:**                                                                                                                                                     
|---------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1*            |  | Certification of our Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.                                                                    
|31.2*            |  | Certification of our Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.                                                                    
|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)                                                                             









____________

* Filed herewith

** Previously filed













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**SIGNATURES**



In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 27, 2023.



**CORRELATE ENERGY CORP.**



SIGNATURE:













|*/s/ Todd Michaels*                                                                     | 
|--------------------------------------------------------------------------------------- | 
|Name: Todd Michaels                                                                     | 
|Title: Chief Executive Officer, President, Interim Chief Financial Officer and Director | 































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