false --12-31 2024 Q1 0001838876 0001838876 2024-01-01 2024-03-31 0001838876 2024-05-14 0001838876 2024-03-31 0001838876 2023-12-31 0001838876 2023-01-01 2023-03-31 0001838876 us-gaap:CommonStockMember 2023-12-31 0001838876 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001838876 us-gaap:RetainedEarningsMember 2023-12-31 0001838876 us-gaap:CommonStockMember 2022-12-31 0001838876 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001838876 us-gaap:RetainedEarningsMember 2022-12-31 0001838876 2022-12-31 0001838876 us-gaap:CommonStockMember 2024-01-01 2024-03-31 0001838876 us-gaap:AdditionalPaidInCapitalMember 2024-01-01 2024-03-31 0001838876 us-gaap:RetainedEarningsMember 2024-01-01 2024-03-31 0001838876 us-gaap:CommonStockMember 2023-01-01 2023-03-31 0001838876 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-03-31 0001838876 us-gaap:RetainedEarningsMember 2023-01-01 2023-03-31 0001838876 us-gaap:CommonStockMember 2024-03-31 0001838876 us-gaap:AdditionalPaidInCapitalMember 2024-03-31 0001838876 us-gaap:RetainedEarningsMember 2024-03-31 0001838876 us-gaap:CommonStockMember 2023-03-31 0001838876 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001838876 us-gaap:RetainedEarningsMember 2023-03-31 0001838876 2023-03-31 0001838876 GSLR:StockWarrantsMember 2024-01-01 2024-03-31 0001838876 GSLR:StockOptionsMember 2024-01-01 2024-03-31 0001838876 GSLR:SeniorConvertibleNotesMember 2024-01-01 2024-03-31 0001838876 GSLR:StockWarrantsMember 2023-01-01 2023-03-31 0001838876 GSLR:StockOptionsMember 2023-01-01 2023-03-31 0001838876 GSLR:SeniorConvertibleNotesMember 2023-01-01 2023-03-31 0001838876 GSLR:StoneDouglassMember 2023-12-30 2024-01-02 0001838876 GSLR:StoneDouglassMember 2024-01-01 2024-03-31 0001838876 GSLR:StoneDouglassMember 2024-03-31 0001838876 GSLR:StoneDouglassMember 2023-12-31 0001838876 GSLR:ChartockMember 2023-12-26 2023-12-27 0001838876 GSLR:ChartockMember 2024-01-01 2024-03-31 0001838876 GSLR:ChartockMember 2024-03-31 0001838876 GSLR:ChangMember 2023-12-30 2024-01-02 0001838876 GSLR:ChangMember 2024-01-01 2024-03-31 0001838876 GSLR:ChangMember 2024-03-31 0001838876 GSLR:TAGCollectiveMember 2023-12-27 0001838876 GSLR:TAGCollectiveMember 2023-12-26 2023-12-27 0001838876 GSLR:TAGCollectiveMember GSLR:DevelopmentAgreementMember 2023-12-14 2023-12-15 0001838876 GSLR:TAGCollectiveMember GSLR:DevelopmentAgreementMember 2023-12-15 0001838876 GSLR:TAGCollectiveMember GSLR:DevelopmentAgreementMember 2023-12-31 0001838876 GSLR:TAGCollectiveMember GSLR:DevelopmentAgreementMember 2024-03-31 0001838876 GSLR:RelatedPartyConvertibleNoteMember 2024-03-31 0001838876 GSLR:RelatedPartyConvertibleNoteMember 2023-12-31 0001838876 GSLR:NorbertKleblMember 2024-03-31 0001838876 GSLR:NorbertKleblMember 2023-12-31 0001838876 GSLR:PremiumFinanceAgreementMember 2024-03-31 0001838876 GSLR:PremiumFinanceAgreementMember 2023-12-31 0001838876 GSLR:TwoSeniorConvertibleNotesMember 2023-02-28 0001838876 GSLR:TwoSeniorConvertibleNotesMember 2023-03-31 0001838876 GSLR:TwoSeniorConvertibleNotesMember 2023-12-31 0001838876 GSLR:TwoSeniorConvertibleNotesMember 2023-02-01 2023-03-31 0001838876 GSLR:IssuedJuly232023Member 2023-07-23 0001838876 GSLR:IssuedJuly232023Member 2023-07-22 2023-07-23 0001838876 GSLR:IssuedFiscal2022Member 2022-12-31 0001838876 GSLR:IssuedFiscal2022Member 2022-01-01 2022-12-31 0001838876 GSLR:IssuedJune2022Member 2022-06-30 0001838876 GSLR:IssuedFiscal2022Member 2022-06-30 0001838876 GSLR:IssuedJune2022Member 2022-06-01 2022-06-30 0001838876 GSLR:ThreeSeniorConvertibleNotesMember 2021-11-30 0001838876 GSLR:ThreeSeniorConvertibleNotesMember 2021-11-29 2021-11-30 0001838876 GSLR:ConsultantMember 2024-01-04 2024-01-05 0001838876 GSLR:UnitsMember GSLR:InvestorsMember 2024-01-01 2024-03-31 0001838876 us-gaap:WarrantMember 2024-01-01 2024-03-31 0001838876 us-gaap:WarrantMember 2024-03-31 0001838876 us-gaap:StockOptionMember 2024-01-01 2024-03-31 0001838876 us-gaap:StockOptionMember 2024-03-31 0001838876 us-gaap:WarrantMember 2023-12-31 0001838876 us-gaap:StockOptionMember 2023-12-31 0001838876 GSLR:KleblMember 2024-03-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 March 31, 2024

 

☐ Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period _____________to______________

 

Commission File Number 333-255887

 

GEOSOLAR TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

Colorado   3585
(State or other jurisdiction of incorporation)   (Primary Standard Industrial Classification Code Number)
     

 

85-4106353   1400 16th Street, Ste 400, Denver, CO 80202
(IRS Employer I.D. Number)  

(Address, including zip code, and telephone number including

area of principal executive offices)

 

           (720) 932-8109          

(Registrant’s telephone number, including area code)

 

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

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A

 

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) had 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 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 that the registrant was required to submit and post 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. (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 Exchange Act Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 65,552,040 shares of common stock outstanding as of May 14, 2024.

 

   

 

 

FORWARD-LOOKING STATEMENTS

 

The information in this report contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (“the Exchange Act”), which are subject to the “safe harbor” created by those sections. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “should,” “could,” “predicts,” “potential,” “continue,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in this Form 10-Q. You should carefully consider these risk and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.

 

 

 

 

 

 

 

 

 

 

 

 

 i 

 

 

TABLE OF CONTENTS

 

    Page No.
     
  PART I. FINANCIAL INFORMATION  
     
ITEM 1. FINANCIAL STATEMENTS.  
     
  Consolidated Balance Sheets – as of March 31, 2024 and December 31, 2023 (unaudited) F-1
  Consolidated Statements of Operations – three months ended March 31, 2024 and 2023 (unaudited) F-2
  Consolidated Statements of Stockholders’ Deficit – three months ended March 31, 2024 and 2023 (unaudited) F-3
  Consolidated Statements of Cash Flows – three months ended March 31, 2024 and 2023 (unaudited) F-4
  Notes to Consolidated Financial Statements (Unaudited) F-5
     
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 1
     
ITEM 4. CONTROLS AND PROCEDURES. 3
     
  PART II. OTHER INFORMATION  
     
ITEM 5. OTHER INFORMATION. 4
ITEM 6. EXHIBITS. 4

 

 

 

 

 

 ii 

 

 

PART I. FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

GeoSolar Technologies, Inc.

Consolidated Balance Sheets

(Unaudited)

 

           
   March 31,
2024		   December 31,
2023		 
         
ASSETS          
Current assets:          
Cash  $22,785   $5,268 
Prepaid expenses   8,352    11,631 
Total current assets   31,137    16,899 
           
Noncurrent assets:          
Deposit on software, related party   495,000    495,000 
Land   464,741    464,741 
Total noncurrent assets   959,741    959,741 
           
Total assets  $990,878   $976,640 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
Current liabilities:          
Accounts payable  $300,656   $312,839 
Accrued compensation   352,200    262,200 
Accrued expenses   968,290    921,487 
Accrued expenses, related party   15,612    657 
Advances   494,741    494,741 
Deferred revenue   23,584    – 
Note payable   1,537    5,106 
Senior convertible notes payable, related party   749,795    749,795 
Senior convertible notes payable   1,235,000    1,235,000 
Total current liabilities   4,141,415    3,981,825 
Total liabilities   4,141,415    3,981,825 
           
Commitments   –    – 
           
STOCKHOLDERS' DEFICIT          
Preferred stock, $0.0001 par value, 20,000,000 shares authorized,
no shares issued and outstanding		   –    – 
Common stock, $0.0001 par value, 200,000,000 shares authorized,
65,552,040 and 64,252,040 shares issued and outstanding, respectively		   6,556    6,426 
Additional paid in capital   10,221,896    9,937,436 
Accumulated deficit   (13,378,989)   (12,949,047)
Total stockholders' deficit   (3,150,537)   (3,005,185)
Total liabilities and stockholders' deficit  $990,878   $976,640 

 

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

 

 

 F-1 

 

 

GeoSolar Technologies, Inc.

Consolidated Statements of Operations

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

           
   March 31, 2024   March 31, 2023 
         
Operating expenses:          
General and administrative  $376,394   $773,850 
           
Total operating expenses   376,394    773,850 
           
Other expenses:          
           
Interest expense   (53,548)   (33,875)
           
Total other expenses   (53,548)   (33,875)
           
Net loss  $(429,942)  $(807,725)
           
Net loss per common share:          
Basic  $(0.01)  $(0.01)
Diluted  $(0.01)  $(0.01)
           
Weighted average common shares outstanding:          
Basic   65,072,919    61,741,326 
Diluted   65,072,919    61,741,326 

 

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

 

 

 F-2 

 

 

GeoSolar Technologies, Inc.

Consolidated Statements of Changes in Stockholders’ Deficit

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

                          
   Common Stock   Additional
paid-in		   Accumulated     
   Shares   Amount   capital   Deficit   Total 
                     
Balance, December 31, 2023   64,252,040   $6,426   $9,937,436   $(12,949,047)   (3,005,185)
                          
Units issued for cash   800,000    80    79,920    –    80,000 
                          
Stock based compensation   500,000    50    204,540    –    204,590 
                          
Net loss   –    –    –    (429,942)   (429,942)
                          
Balance, March 31, 2024   65,552,040    6,556    10,221,896    (13,378,989)   (3,150,537)
                          
                          
Balance, December 31, 2022   61,702,000   $6,171   $8,126,266   $(10,164,675)  $(2,032,238)
                          
Stock based compensation   100,000    10    498,148    –    498,158 
                          
Net loss   –    –    –    (807,725)   (807,725)
                          
Balance, March 31, 2023   61,802,000   $6,181   $8,624,414   $(10,972,400)  $(2,341,805)

 

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

 

 

 F-3 

 

 

GeoSolar Technologies, Inc.

Consolidated Statements of Cash Flows

For the three months ended March 31, 2024 and 2023

(Unaudited)

 

           
   March 31, 2024   March 31, 2023 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(429,942)  $(807,725)
Adjustment to reconcile net loss to cash used in operating activities:          
Stock based compensation   204,590    498,158 
Net change in:          
Prepaid expenses   3,279    4,040 
Accounts payable   (12,183)   76,967 
Accrued compensation   90,000    45,000 
Accrued expenses   46,803    154,224 
Accrued expenses, related party   14,955    – 
Deferred revenue   23,584    – 
           
CASH FLOWS USED IN OPERATING ACTIVITIES   (58,914)   (29,336)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Repayment of advances, related party   –    (1,595)
Repayment of note payable   (3,569)   (3,606)
Proceeds from senior convertible notes payable   –    40,000 
Proceeds from issuance of common stock and warrants   80,000    – 
           
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES   76,431    34,799 
           
NET CHANGE IN CASH   17,517    5,463 
Cash, beginning of period   5,268    14,320 
Cash, end of period  $22,785   $19,783 
           
SUPPLEMENTAL CASH FLOW INFORMATION          
           
Cash paid on interest expense  $108   $11,652 
Cash paid for income taxes  $–   $– 
           
NON-CASH TRANSACTIONS          
Expenses paid on the Company's behalf  $–   $1,595 

 

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

 

 

 F-4 

 

 

GeoSolar Technologies, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

 

 

Note 1. Basis of Presentation

 

The accompanying unaudited interim consolidated financial statements of GeoSolar Technologies, Inc. (“we”, “our”, “GeoSolar” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (“SEC”).

 

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (all of which are of a normal recurring nature) and disclosures necessary for a fair presentation of the Company’s financial position as of March 31, 2024, and the results of its operations for the three months then ended. The consolidated balance sheet as of December 31, 2023 is derived from the December 31, 2023, audited financial statements.

 

Due to recurring losses from operations and future liquidity needs, there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Refer to discussion in Note 3.

 

On June 6, 2022, the Company formed a new subsidiary in Colorado, Sustainable Housing Development Corporation, to build a four-plex. As of March 31, 2024, Sustainable Housing Development Corporation has not begun operations.

 

Note 2. Summary of Significant Accounting Policies

 

The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:

 

Principles of Consolidation

 

Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiary, Sustainable Housing Development Corporation. All intercompany transactions and balances have been eliminated. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Use of Estimates

 

In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates in the accompanying consolidated financial statements involving the valuation of common stock and stock based compensation.

 

Related Parties

 

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

 

Income Taxes

 

The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”), on a tax jurisdictional basis. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

 

 

 F-5 

 

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate the market rate.

 

Basic and Diluted Loss Per Share

 

Basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the three months ended March 31, 2024 and 2023. During the three months ended March 31, 2024, 2,487,500 of stock warrants, 10,350,000 of stock options and 15,821,450 shares issuable upon the conversion of senior convertible notes were considered for their dilutive effects but were determined to be anti-dilutive due to the Company’s net loss. During the three months ended March 31, 2023, 1,487,500 of stock warrants, 4,050,000 of stock options and 5,563,309 shares issuable upon the conversion of senior convertible notes were considered for their dilutive effects but were determined to be anti-dilutive due to the Company’s net loss.

 

Stock-based Compensation

 

The Company determines the fair value of stock option awards granted to employees and nonemployees in accordance with FASB ASC Topic 718 – 10. Compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.

 

Recent Accounting Pronouncements

 

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements.

 

Note 3. Going Concern

 

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At March 31, 2024, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but is of the opinion that the Company will be able to obtain additional funds by equity financing and/or related party advances. However, there is no assurance of additional funding being available.

 

Note 4. Related Party Transactions

 

Employment agreements

 

On January 5, 2021, the Company entered into an employment agreement with Mr. Stone Douglass pursuant to which Mr. Douglass agreed to serve as Chief Executive Officer commencing on January 1, 2021, for an initial term of three years. The term will be extended automatically for one year on January 1, 2024 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Douglass or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of January 1, 2024 or the last date to which the term is extended will be the end of the term). Mr. Douglass will receive a base annual salary of $180,000. On January 1, 2024, Mr. Douglass reduced his base salary to $120,000. During the three months ended March 31, 2024, the Company recognized $30,000 of expense related to this agreement. As of March 31, 2024 and December 31, 2023, the Company has accrued $292,200 and $262,200, respectively, of compensation payable to Mr. Douglass.

 

 

 F-6 

 

 

On December 27, 2023, the Company entered into an employment agreement with Mr. Daniel E. Chartock pursuant to which Mr. Chartock agreed to serve as Chief Growth Officer commencing on December 27, 2023, for an initial term of three years. The term will be extended automatically for one year on December 26, 2026 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Chartock or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of September 26, 2026 or the last date to which the term is extended will be the end of the term). Mr. Chartock will receive a base annual salary of $120,000. During the three months ended March 31, 2024, the Company recognized $30,000 of expense related to this agreement. As of March 31, 2024, the Company has accrued $30,000 of compensation payable to Mr. Chartock.

 

On January 1, 2024, the Company entered into an employment agreement with Mr. Dar-Lon Chang pursuant to which Mr. Chang agreed to serve as President commencing on January 1, 2024, for an initial term of three years. The term will be extended automatically for one year on December 31, 2027 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Chang or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of September 30, 2027 or the last date to which the term is extended will be the end of the term). Mr. Chang will receive a base annual salary of $120,000. During the three months ended March 31, 2024, the Company recognized $30,000 of expense related to this agreement. As of March 31, 2024, the Company has accrued $30,000 of compensation payable to Mr. Chang. As additional compensation the Company issued 2,000,000 stock options to purchase the Company’s common stock. The options have a ten-year term and have an exercise price of $0.10 per share. The fair value of the options at issuance was $225,654. The Company valued the options using the Black-Scholes model with the following key assumptions ranging from: fair value stock price, $0.12, Exercise price, $0.10, Term 10 years, Volatility 129.84%, and Discount rate 3.95% and a dividend yield of 0%.

 

Other

 

On March 31, 2022, the Company entered into a Media Buying agreement with TAG Collective, a division of BKNY Venture Holdings, Inc., of which Mr. Chartock is a Partner. On December 27, 2023, the Company converted $354,795 of accrued expense with TAG Collective into a senior convertible note. The note is unsecured, bears interest at 8% per year, is due and payable on December 31, 2024, and is convertible at a fixed rate of $0.10.

 

On December 15, 2023, the Company entered into a development agreement with TAG Collective. Per the agreement, TAG Collective will develop an integrated business management platform for the Company. The Company expects the platform to be completed in 2024. In consideration for the platform, the Company issued 1,000,000 shares of the Company’s common stock, valued at $100,000, and issued a $395,000 senior convertible note. The note is unsecured, bears interest at 8% per year, is due and payable on December 31, 2024, and is convertible at a fixed rate of $0.10. The Company recorded the total consideration paid of $495,000 as a deposit on software as of December 31, 2023. As of March 31, 2024, the deposit on software balance was $495,000.

 

As of March 31, 2024 and December 31, 2023, the convertible note, related party balance was $749,795 with accrued interest of $15,612 and $657, respectively.

 

Note 5. Advances, Notes Payable and Senior Convertible Notes

 

Advances

  

As of March 31, 2024 and December 31, 2023, the Company owes Norbert Klebl $464,741 and accrued interest of $65,089 and $55,820, respectively, related to the funding and purchase of land on the Company’s behalf. The amount owed to Mr. Klebl bears interest at 8% and is secured by land, see Commitments footnote.

  

Note Payable

 

In May 2023, the Company entered into a Premium Finance Agreement related to various insurance policies. The policy premiums total $15,914 for a one year policy period. The Company financed $11,661 of the policy over a ten month period. The monthly payments under the agreement are due in ten installments of $1,225, at an annual interest rate of 10.95%. As of March 31, 2024 and December 31, 2023, the note payable balance was $1,537 and $5,106, respectively.

 

 

 F-7 

 

 

Senior Convertible Notes

 

In February and March 2023, the Company issued two senior convertible notes in the principal amount of $40,000. The notes are unsecured, bear interest at 8% per year and are due on December 31, 2023. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.20. The Notes are currently past due.

 

On July 23, 2023, the Company issued a senior convertible note in the principal amount of $200,000. The note is unsecured, bears interest at 8% per year and matures on December 31, 2024. At the option of the holder, the note can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.10.

 

In fiscal year 2022, the Company issued senior convertible notes in the principal amount of $445,000. The notes are unsecured, bear interest at 8% per year and are due and payable on December 31, 2022. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.20. The notes are currently past due.

 

In June 2022, the Company issued a senior convertible note in the principal amount of $400,000. The note is unsecured, bears interest at 12% per year and is due and payable on May 31, 2023. At the option of the senior convertible noteholders, the notes can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.20. The note is currently past due.

 

In November and December 2021, the Company issued three senior convertible notes in the principal amount of $150,000. The notes are unsecured, bear interest at 8% per year and are due and payable on December 31, 2022. The notes are currently past due.

 

At the option of the holders, some of the notes referred to above can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.10 - $0.20. The Company evaluated the conversion options and concluded an embedded derivative was not present at issuance. In the event that the Company issues and sells shares of its equity securities to investors while this Note remains outstanding in an equity financing with total proceeds to the Company of not less than $2,500,000, excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into the-Equity Securities sold in the Qualified Financing at a Conversion Price equal to $0.10 -$0.20 per Equity Security regardless of the cash price paid per share for Equity Securities by the Investors in the Qualified Financing.

 

As of March 31, 2024 and December 31, 2023, the balances on the senior convertible notes were $1,235,000.

  

Note 6. Equity

 

The Company is currently authorized to issue up to 200,000,000 shares of common stock with a par value of $0.0001. In addition, the Company is authorized to issue 20,000,000 shares of preferred stock with a par value of $0.0001. The specific rights of the preferred stock, when so designated, shall be determined by the board of directors.

 

On January 5, 2024, the Company issued 500,000 shares of common stock to a consultant for services. The shares vest upon issuance. Based on the $0.135 per share fair value using the cash selling price at the time of issuance, the Company recognized an expense of $67,500 related to the issuance of shares.

 

During the three months ended March 31, 2024, the Company sold 8 Units at a price of $10,000 per Unit to investors for total proceeds of $80,000. Each Unit consists of 100,000 shares of our common stock and 100,000 warrants. Each warrant allows the holder to purchase one share of the Company's common stock at a price of $1.00 per share at any time on or before December 31, 2025.

 

 

 F-8 

 

 

Stock Warrants

 

The following table summarizes the stock warrant activity for the three months ended March 31, 2024:

        
  

Number of

Warrants

   Weighted Average Exercise Price Per Share 
         
Outstanding at December 31, 2023   1,687,500   $1.88 
Granted   800,000    1.00 
Exercised   –    – 
Forfeited and expired   –    – 
Outstanding at March 31, 2024   2,487,500   $1.60 

 

As of March 31, 2024, all outstanding warrants are exercisable and have a weighted average remaining term of 1.16 years. There was no intrinsic value of the outstanding warrants as of March 31, 2024.

 

Stock Options

 

The following table summarizes the stock option activity for the three months ended March 31, 2024:

        
   Number of
Options		   Weighted Average Exercise Price Per Share 
         
Outstanding at December 31, 2023   8,350,000   $0.10 
Granted   2,000,000    0.10 
Exercised   –    – 
Forfeited and expired   –    – 
Outstanding at March 31, 2024   10,350,000   $0.10 

  

During the three months ended March 31, 2024, the Company recognized $137,090 of expense related to outstanding stock options leaving $800,374 of unrecognized expenses related to options. As of March 31, 2024, the outstanding stock options have a weighted average remaining term of 8.84 years with no aggregate intrinsic value. 

 

Note 7. Commitments

 

On July 1, 2022, the Company entered into an agreement with Norbert Klebl to collaborate on the development of the 4-plex in Arvada, Colorado. Mr. Klebl is a co-founder of the GSP technology and is the Development Director for the Company. Per the agreement, the Company or its newly formed subsidiary, Sustainable Housing Development Corporation, will be named developer of the property and Mr. Klebl will be the primary manager of the project. Mr. Klebl paid for the land on which the project will be built and contributed the property to the Company’s subsidiary. The Company will arrange for a construction loan on the project. If the Company does not arrange for a construction loan on the project by December 31, 2022, the property on which the 4-plex is to be built will revert to Mr. Klebl. Subsequent to December 31, 2022, the Company extended the agreement with Mr. Klebl to July 31, 2023. In February 2024, the Company extended the agreement with Mr. Klebl to May 31, 2024. Upon sale of the 4-plex which is to be built on the property, Mr. Klebl will receive the price paid for the property and any advances toward the project. The profits from the sale of the 4-plex, if any, will be allocated 75% to Mr. Klebl and 25% to the Company. As of March 31, 2024 and December 31, 2023, Mr. Klebl is owed $464,741, which is repayable when the development is sold. The amount owed to Mr. Klebl is secured by the property, bears interest at 8% per annum and is repayable when the development is sold.

  

 

 F-9 

 

 

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

 

Overview

 

We were incorporated in Colorado on December 2, 2020. We acquired all rights to what we formerly called the GSP system on March 9, 2021 from Fourth Wave Energy, Inc ("FWAV") in return for the issuance of 10,000,000 shares of our common stock to FWAV. FWAV has distributed (“Spin-Off”) these shares to its shareholders.

 

We also assumed all liabilities (approximately $380,000) associated with seven consulting agreements previously signed by FWAV. The agreements with the consultants generally provided that the consultants would advise FWAV in matters concerning the development of the GSP systems in newly built and existing residences as well as new apartments and commercial buildings. Although these consulting agreements have since expired, we still owe approximately $380,000 to the former consultants.

 

SmartGreen™ Home system

 

The SmartGreen™ Home system (“SGH system” formerly the GSP system) is based on combining solar power and other energy efficient technologies into one fully integrated system. The SGH system is designed to significantly reduce energy consumption and associated carbon emissions in residences and commercial buildings.

 

The SGH system is:

 

  · Powered by solar photovoltaics and is managed with direct current advanced energy management controls
     
  · Uses:

 

  ° Geothermal heating and cooling
  ° Efficient HVAC;
  ° LED lighting;
  ° Solar energy for hot water heating;
  ° Improved insulation; and
  ° Advanced air filtration and ventilation.

 

We plan to use a national network of solar contractors throughout the US to market and install the SGH system directly to homeowners.

 

We plan to use independent subcontractors to replace a home’s existing heating and air conditioning system with the SGH system. We estimate that the removal of an existing HVAC system and the installation of the SGH system will cost approximately $75,000 after tax credits and require approximately 20 days to complete.

 

It is believed the installation of the SGH system will result in a more valuable, cleaner and healthier home and is highly economic for the homeowner.

 

We believe the SGH system represents an important advancement in the way homes are cooled, heated and powered and that the market for the SGH system will be substantial.

  

We also are marketing the SmartGreen™ Home system in neighborhoods.

 

As of March 31, 2024 we were in the development stage.

 

 

 

 1 

 

 

Results of Operations

 

Material changes in the line items in our Statement of Income for the three months ended March 31, 2024 as compared to the same period last year, are discussed below:

 

Item   Increase (I) or Decrease (D)   Reason
General and Administrative Expenses   D   Decrease in stock based compensation
Interest Expense   I   Increase in interest bearing debt

 

The factors that will most significantly affect future operating results are:

 

  · Timing of raising capital to fund future product development and customer acquisition
     
  · Supply chain cost increases and timing issues
     
  · Competition
     
  · Ability to find workers

 

Other than the foregoing we do not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on our revenues or expenses.

 

Liquidity and Capital Resources

 

Our sources and (uses) of cash for the three months ended March 31. 2024 and 2023 were:

 

   2024   2023 
   $   $ 
Cash used in operations   (58,914)   (29,336)
           
Repayment of advances   –    (1,595)
Repayment of note payable   (3,569)   (3,606)
Proceeds from sale of convertible note   –    40,000 
           
Proceeds from sale of common stock and warrants   80,000    – 

  

Our projected capital requirements for the twelve months ending March 31, 2025 are:

 

Description  Amount 
Marketing  $60,000 
General and Administrative  $500,000 
Research and Development  $60,000 

 

The funding we require may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shareholders. There is no assurance that we will be able to maintain operations at a level sufficient for investors to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.

 

Other than as disclosed above, we do not anticipate any material capital requirements for the twelve months ending March 31, 2025.

 

Other than as disclosed above, we do not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, our liquidity increasing or decreasing in any material way.

 

Other than as disclosed above, we do not know of any significant changes in our expected sources and uses of cash.

 

We do not have any commitments or arrangements from any person to provide us with any equity capital.

 

 

 2 

 

 

Contractual Obligations

 

As of March 31, 2024 we did not have any material capital commitments.

 

Off-Balance Sheet Arrangements

 

None.

 

Going Concern

 

The unaudited consolidated financial statements accompanying the report have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations for our next fiscal year. Realization values may be substantially different from carrying values as shown and the consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should we be unable to continue as a going concern. At March 31, 2024, we had not generated any revenue and had not yet achieved profitable operations and expect to incur further losses in the development of our business, all of which raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that we will be able to obtain additional funds by equity financing and/or related party advances.

 

There is no assurance that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be forced to scale down or perhaps even cease the operation of our business.

  

Significant Accounting Policies

 

See Note 1 to the Consolidated Financial Statements included as part of this report for a description of our Significant Accounting Policies.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Under the direction and with the participation of the Company’s management, including the Company’s Chief Executive and Chief Financial Officer, the Company has conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of March 31, 2024. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic reports with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching its desired disclosure control objectives. Based on the evaluation, the Chief Executive and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2024.

 

Changes in Internal Control over Financial Reporting

 

There was no change in the Company’s internal control over financial reporting that occurred during the three months ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

  

 

 3 

 

 

PART II. OTHER INFORMATION

 

Item 5.Other Information

 

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period ending March 31, 2024.

 

Item 6. Exhibits

 

Exhibit

Number

  

 

Description

     
3.1*   Articles of Incorporation
3.2*   Bylaws of the Company
31.1   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32   Certification pursuant to Section 906 of the Sarbanes-Oxley Act

 

   
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 Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

 

* Incorporated by reference to the same exhibit filed with Amendment No. 1 to the Company’s registration statement on Form S-1 (File # 333-255887).

 

 

 

 4 

 

 

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: May 14, 2024. GEOSOLAR TECHNOLOGIES, INC.
   
   
  By: /s/ A. Stone Douglass                                
  A. Stone Douglass, Principal Executive,
  Financial and Accounting Officer

  

 

 

 

 

 5 

EXHIBIT 31.1

 

CERTIFICATIONS

 

I, A. Stone Douglass, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of GeoSolar Technologies, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant’s internal control over financial reporting.

 

May 14, 2024 By: /s/ A. Stone Douglass
   

A. Stone Douglass,

Principal Executive Officer

EXHIBIT 31.2

 

CERTIFICATIONS

 

I, A. Stone Douglass, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of GeoSolar Technologies, Inc.

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) any fraud, whether or not material, that involves management or other employees who have significant role in the registrant’s internal control over financial reporting.

 

May 14, 2024 By: /s/ A. Stone Douglass
   

A. Stone Douglass,

Principal Financial Officer

 

EXHIBIT 32

 

In connection with the Quarterly Report of GeoSolar Technologies, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2024 as filed with the Securities and Exchange Commission (the “Report”), A. Stone Douglass, the Company’s Chief Executive and Financial Officer, certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

 

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of the Company.

 

May 14, 2024 By: /s/ A. Stone Douglass
   

A. Stone Douglass,

Principal Executive, Financial, and Accounting Officer

v3.24.1.1.u2
Cover - shares
 3 Months Ended
Mar. 31, 2024
May 14, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --12-31  
Entity File Number 333-255887  
Entity Registrant Name GEOSOLAR TECHNOLOGIES, INC.  
Entity Central Index Key 0001838876  
Entity Tax Identification Number 85-4106353  
Entity Incorporation, State or Country Code CO  
Entity Address, Address Line One 1400 16th Street  
Entity Address, Address Line Two Ste 400  
Entity Address, City or Town Denver  
Entity Address, State or Province CO  
Entity Address, Postal Zip Code 80202  
City Area Code 720  
Local Phone Number 932-8109  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company true  
Elected Not To Use the Extended Transition Period true  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   65,552,040
v3.24.1.1.u2
Consolidated Balance Sheets (Unaudited) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash $ 22,785 $ 5,268
Prepaid expenses 8,352 11,631
Total current assets 31,137 16,899
Noncurrent assets:    
Deposit on software, related party 495,000 495,000
Land 464,741 464,741
Total noncurrent assets 959,741 959,741
Total assets 990,878 976,640
Current liabilities:    
Accounts payable 300,656 312,839
Accrued compensation 352,200 262,200
Accrued expenses 968,290 921,487
Accrued expenses, related party 15,612 657
Advances 494,741 494,741
Deferred revenue 23,584 0
Note payable 1,537 5,106
Senior convertible notes payable, related party 749,795 749,795
Senior convertible notes payable 1,235,000 1,235,000
Total current liabilities 4,141,415 3,981,825
Total liabilities 4,141,415 3,981,825
Commitments
STOCKHOLDERS' DEFICIT    
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding 0 0
Common stock, $0.0001 par value, 200,000,000 shares authorized, 65,552,040 and 64,252,040 shares issued and outstanding, respectively 6,556 6,426
Additional paid in capital 10,221,896 9,937,436
Accumulated deficit (13,378,989) (12,949,047)
Total stockholders' deficit (3,150,537) (3,005,185)
Total liabilities and stockholders' deficit $ 990,878 $ 976,640
v3.24.1.1.u2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares authorized 20,000,000 20,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common Stock, Par or Stated Value Per Share $ 0.0001 $ 0.0001
Common Stock, Shares Authorized 200,000,000 200,000,000
Common Stock, Shares, Outstanding 65,552,040 64,252,040
v3.24.1.1.u2
Consolidated Statements of Operations (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Operating expenses:    
General and administrative $ 376,394 $ 773,850
Total operating expenses 376,394 773,850
Other expenses:    
Interest expense (53,548) (33,875)
Total other expenses (53,548) (33,875)
Net loss $ (429,942) $ (807,725)
Net loss per common share:    
Basic $ (0.01) $ (0.01)
Diluted $ (0.01) $ (0.01)
Weighted average common shares outstanding:    
Basic 65,072,919 61,741,326
Diluted 65,072,919 61,741,326
v3.24.1.1.u2
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Beginning balance, value at Dec. 31, 2022 $ 6,171 $ 8,126,266 $ (10,164,675) $ (2,032,238)
Beginning balance, shares at Dec. 31, 2022 61,702,000      
Stock based compensation $ 10 498,148 498,158
Stock based compensation, shares 100,000      
Net loss (807,725) (807,725)
Ending balance, value at Mar. 31, 2023 $ 6,181 8,624,414 (10,972,400) (2,341,805)
Ending balance, shares at Mar. 31, 2023 61,802,000      
Beginning balance, value at Dec. 31, 2023 $ 6,426 9,937,436 (12,949,047) (3,005,185)
Beginning balance, shares at Dec. 31, 2023 64,252,040      
Units issued for cash $ 80 79,920 80,000
Units issued for cash, shares 800,000      
Stock based compensation $ 50 204,540 204,590
Stock based compensation, shares 500,000      
Net loss (429,942) (429,942)
Ending balance, value at Mar. 31, 2024 $ 6,556 $ 10,221,896 $ (13,378,989) $ (3,150,537)
Ending balance, shares at Mar. 31, 2024 65,552,040      
v3.24.1.1.u2
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (429,942) $ (807,725)
Adjustment to reconcile net loss to cash used in operating activities:    
Stock based compensation 204,590 498,158
Net change in:    
Prepaid expenses 3,279 4,040
Accounts payable (12,183) 76,967
Accrued compensation 90,000 45,000
Accrued expenses 46,803 154,224
Accrued expenses, related party 14,955 0
Deferred revenue 23,584 0
CASH FLOWS USED IN OPERATING ACTIVITIES (58,914) (29,336)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Repayment of advances, related party 0 (1,595)
Repayment of note payable (3,569) (3,606)
Proceeds from senior convertible notes payable 0 40,000
Proceeds from issuance of common stock and warrants 80,000 0
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 76,431 34,799
NET CHANGE IN CASH 17,517 5,463
Cash, beginning of period 5,268 14,320
Cash, end of period 22,785 19,783
SUPPLEMENTAL CASH FLOW INFORMATION    
Cash paid on interest expense 108 11,652
Cash paid for income taxes 0 0
NON-CASH TRANSACTIONS    
Expenses paid on the Company's behalf $ 0 $ 1,595
v3.24.1.1.u2
Pay vs Performance Disclosure - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure [Table]    
Net Income (Loss) $ (429,942) $ (807,725)
v3.24.1.1.u2
Insider Trading Arrangements
 3 Months Ended
Mar. 31, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.1.1.u2
Basis of Presentation
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation

Note 1. Basis of Presentation

 

The accompanying unaudited interim consolidated financial statements of GeoSolar Technologies, Inc. (“we”, “our”, “GeoSolar” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (“SEC”).

 

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (all of which are of a normal recurring nature) and disclosures necessary for a fair presentation of the Company’s financial position as of March 31, 2024, and the results of its operations for the three months then ended. The consolidated balance sheet as of December 31, 2023 is derived from the December 31, 2023, audited financial statements.

 

Due to recurring losses from operations and future liquidity needs, there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Refer to discussion in Note 3.

 

On June 6, 2022, the Company formed a new subsidiary in Colorado, Sustainable Housing Development Corporation, to build a four-plex. As of March 31, 2024, Sustainable Housing Development Corporation has not begun operations.

 
v3.24.1.1.u2
Summary of Significant Accounting Policies
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

 

The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:

 

Principles of Consolidation

 

Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiary, Sustainable Housing Development Corporation. All intercompany transactions and balances have been eliminated. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Use of Estimates

 

In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates in the accompanying consolidated financial statements involving the valuation of common stock and stock based compensation.

 

Related Parties

 

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

 

Income Taxes

 

The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”), on a tax jurisdictional basis. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate the market rate.

 

Basic and Diluted Loss Per Share

 

Basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the three months ended March 31, 2024 and 2023. During the three months ended March 31, 2024, 2,487,500 of stock warrants, 10,350,000 of stock options and 15,821,450 shares issuable upon the conversion of senior convertible notes were considered for their dilutive effects but were determined to be anti-dilutive due to the Company’s net loss. During the three months ended March 31, 2023, 1,487,500 of stock warrants, 4,050,000 of stock options and 5,563,309 shares issuable upon the conversion of senior convertible notes were considered for their dilutive effects but were determined to be anti-dilutive due to the Company’s net loss.

 

Stock-based Compensation

 

The Company determines the fair value of stock option awards granted to employees and nonemployees in accordance with FASB ASC Topic 718 – 10. Compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.

 

Recent Accounting Pronouncements

 

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements.

 
v3.24.1.1.u2
Going Concern
 3 Months Ended
Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Going Concern

Note 3. Going Concern

 

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At March 31, 2024, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but is of the opinion that the Company will be able to obtain additional funds by equity financing and/or related party advances. However, there is no assurance of additional funding being available.

 
v3.24.1.1.u2
Related Party Transactions
 3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
Related Party Transactions

Note 4. Related Party Transactions

 

Employment agreements

 

On January 5, 2021, the Company entered into an employment agreement with Mr. Stone Douglass pursuant to which Mr. Douglass agreed to serve as Chief Executive Officer commencing on January 1, 2021, for an initial term of three years. The term will be extended automatically for one year on January 1, 2024 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Douglass or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of January 1, 2024 or the last date to which the term is extended will be the end of the term). Mr. Douglass will receive a base annual salary of $180,000. On January 1, 2024, Mr. Douglass reduced his base salary to $120,000. During the three months ended March 31, 2024, the Company recognized $30,000 of expense related to this agreement. As of March 31, 2024 and December 31, 2023, the Company has accrued $292,200 and $262,200, respectively, of compensation payable to Mr. Douglass.

 

On December 27, 2023, the Company entered into an employment agreement with Mr. Daniel E. Chartock pursuant to which Mr. Chartock agreed to serve as Chief Growth Officer commencing on December 27, 2023, for an initial term of three years. The term will be extended automatically for one year on December 26, 2026 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Chartock or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of September 26, 2026 or the last date to which the term is extended will be the end of the term). Mr. Chartock will receive a base annual salary of $120,000. During the three months ended March 31, 2024, the Company recognized $30,000 of expense related to this agreement. As of March 31, 2024, the Company has accrued $30,000 of compensation payable to Mr. Chartock.

 

On January 1, 2024, the Company entered into an employment agreement with Mr. Dar-Lon Chang pursuant to which Mr. Chang agreed to serve as President commencing on January 1, 2024, for an initial term of three years. The term will be extended automatically for one year on December 31, 2027 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Chang or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of September 30, 2027 or the last date to which the term is extended will be the end of the term). Mr. Chang will receive a base annual salary of $120,000. During the three months ended March 31, 2024, the Company recognized $30,000 of expense related to this agreement. As of March 31, 2024, the Company has accrued $30,000 of compensation payable to Mr. Chang. As additional compensation the Company issued 2,000,000 stock options to purchase the Company’s common stock. The options have a ten-year term and have an exercise price of $0.10 per share. The fair value of the options at issuance was $225,654. The Company valued the options using the Black-Scholes model with the following key assumptions ranging from: fair value stock price, $0.12, Exercise price, $0.10, Term 10 years, Volatility 129.84%, and Discount rate 3.95% and a dividend yield of 0%.

 

Other

 

On March 31, 2022, the Company entered into a Media Buying agreement with TAG Collective, a division of BKNY Venture Holdings, Inc., of which Mr. Chartock is a Partner. On December 27, 2023, the Company converted $354,795 of accrued expense with TAG Collective into a senior convertible note. The note is unsecured, bears interest at 8% per year, is due and payable on December 31, 2024, and is convertible at a fixed rate of $0.10.

 

On December 15, 2023, the Company entered into a development agreement with TAG Collective. Per the agreement, TAG Collective will develop an integrated business management platform for the Company. The Company expects the platform to be completed in 2024. In consideration for the platform, the Company issued 1,000,000 shares of the Company’s common stock, valued at $100,000, and issued a $395,000 senior convertible note. The note is unsecured, bears interest at 8% per year, is due and payable on December 31, 2024, and is convertible at a fixed rate of $0.10. The Company recorded the total consideration paid of $495,000 as a deposit on software as of December 31, 2023. As of March 31, 2024, the deposit on software balance was $495,000.

 

As of March 31, 2024 and December 31, 2023, the convertible note, related party balance was $749,795 with accrued interest of $15,612 and $657, respectively.

 
v3.24.1.1.u2
Advances, Notes Payable and Senior Convertible Notes
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Advances, Notes Payable and Senior Convertible Notes

Note 5. Advances, Notes Payable and Senior Convertible Notes

 

Advances

  

As of March 31, 2024 and December 31, 2023, the Company owes Norbert Klebl $464,741 and accrued interest of $65,089 and $55,820, respectively, related to the funding and purchase of land on the Company’s behalf. The amount owed to Mr. Klebl bears interest at 8% and is secured by land, see Commitments footnote.

  

Note Payable

 

In May 2023, the Company entered into a Premium Finance Agreement related to various insurance policies. The policy premiums total $15,914 for a one year policy period. The Company financed $11,661 of the policy over a ten month period. The monthly payments under the agreement are due in ten installments of $1,225, at an annual interest rate of 10.95%. As of March 31, 2024 and December 31, 2023, the note payable balance was $1,537 and $5,106, respectively.

 

Senior Convertible Notes

 

In February and March 2023, the Company issued two senior convertible notes in the principal amount of $40,000. The notes are unsecured, bear interest at 8% per year and are due on December 31, 2023. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.20. The Notes are currently past due.

 

On July 23, 2023, the Company issued a senior convertible note in the principal amount of $200,000. The note is unsecured, bears interest at 8% per year and matures on December 31, 2024. At the option of the holder, the note can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.10.

 

In fiscal year 2022, the Company issued senior convertible notes in the principal amount of $445,000. The notes are unsecured, bear interest at 8% per year and are due and payable on December 31, 2022. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.20. The notes are currently past due.

 

In June 2022, the Company issued a senior convertible note in the principal amount of $400,000. The note is unsecured, bears interest at 12% per year and is due and payable on May 31, 2023. At the option of the senior convertible noteholders, the notes can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.20. The note is currently past due.

 

In November and December 2021, the Company issued three senior convertible notes in the principal amount of $150,000. The notes are unsecured, bear interest at 8% per year and are due and payable on December 31, 2022. The notes are currently past due.

 

At the option of the holders, some of the notes referred to above can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.10 - $0.20. The Company evaluated the conversion options and concluded an embedded derivative was not present at issuance. In the event that the Company issues and sells shares of its equity securities to investors while this Note remains outstanding in an equity financing with total proceeds to the Company of not less than $2,500,000, excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into the-Equity Securities sold in the Qualified Financing at a Conversion Price equal to $0.10 -$0.20 per Equity Security regardless of the cash price paid per share for Equity Securities by the Investors in the Qualified Financing.

 

As of March 31, 2024 and December 31, 2023, the balances on the senior convertible notes were $1,235,000.

  
v3.24.1.1.u2
Equity
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Equity

Note 6. Equity

 

The Company is currently authorized to issue up to 200,000,000 shares of common stock with a par value of $0.0001. In addition, the Company is authorized to issue 20,000,000 shares of preferred stock with a par value of $0.0001. The specific rights of the preferred stock, when so designated, shall be determined by the board of directors.

 

On January 5, 2024, the Company issued 500,000 shares of common stock to a consultant for services. The shares vest upon issuance. Based on the $0.135 per share fair value using the cash selling price at the time of issuance, the Company recognized an expense of $67,500 related to the issuance of shares.

 

During the three months ended March 31, 2024, the Company sold 8 Units at a price of $10,000 per Unit to investors for total proceeds of $80,000. Each Unit consists of 100,000 shares of our common stock and 100,000 warrants. Each warrant allows the holder to purchase one share of the Company's common stock at a price of $1.00 per share at any time on or before December 31, 2025.

 

Stock Warrants

 

The following table summarizes the stock warrant activity for the three months ended March 31, 2024:

        
  

Number of

Warrants

   Weighted Average Exercise Price Per Share 
         
Outstanding at December 31, 2023   1,687,500   $1.88 
Granted   800,000    1.00 
Exercised   –    – 
Forfeited and expired   –    – 
Outstanding at March 31, 2024   2,487,500   $1.60 

 

As of March 31, 2024, all outstanding warrants are exercisable and have a weighted average remaining term of 1.16 years. There was no intrinsic value of the outstanding warrants as of March 31, 2024.

 

Stock Options

 

The following table summarizes the stock option activity for the three months ended March 31, 2024:

        
   Number of
Options		   Weighted Average Exercise Price Per Share 
         
Outstanding at December 31, 2023   8,350,000   $0.10 
Granted   2,000,000    0.10 
Exercised   –    – 
Forfeited and expired   –    – 
Outstanding at March 31, 2024   10,350,000   $0.10 

  

During the three months ended March 31, 2024, the Company recognized $137,090 of expense related to outstanding stock options leaving $800,374 of unrecognized expenses related to options. As of March 31, 2024, the outstanding stock options have a weighted average remaining term of 8.84 years with no aggregate intrinsic value. 

 
v3.24.1.1.u2
Commitments
 3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments

Note 7. Commitments

 

On July 1, 2022, the Company entered into an agreement with Norbert Klebl to collaborate on the development of the 4-plex in Arvada, Colorado. Mr. Klebl is a co-founder of the GSP technology and is the Development Director for the Company. Per the agreement, the Company or its newly formed subsidiary, Sustainable Housing Development Corporation, will be named developer of the property and Mr. Klebl will be the primary manager of the project. Mr. Klebl paid for the land on which the project will be built and contributed the property to the Company’s subsidiary. The Company will arrange for a construction loan on the project. If the Company does not arrange for a construction loan on the project by December 31, 2022, the property on which the 4-plex is to be built will revert to Mr. Klebl. Subsequent to December 31, 2022, the Company extended the agreement with Mr. Klebl to July 31, 2023. In February 2024, the Company extended the agreement with Mr. Klebl to May 31, 2024. Upon sale of the 4-plex which is to be built on the property, Mr. Klebl will receive the price paid for the property and any advances toward the project. The profits from the sale of the 4-plex, if any, will be allocated 75% to Mr. Klebl and 25% to the Company. As of March 31, 2024 and December 31, 2023, Mr. Klebl is owed $464,741, which is repayable when the development is sold. The amount owed to Mr. Klebl is secured by the property, bears interest at 8% per annum and is repayable when the development is sold.

  
v3.24.1.1.u2
Summary of Significant Accounting Policies (Policies)
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Principles of Consolidation

Principles of Consolidation

 

Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiary, Sustainable Housing Development Corporation. All intercompany transactions and balances have been eliminated. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 
Use of Estimates

Use of Estimates

 

In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates in the accompanying consolidated financial statements involving the valuation of common stock and stock based compensation.

 
Related Parties

Related Parties

 

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

 
Income Taxes

Income Taxes

 

The Company accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”), on a tax jurisdictional basis. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

 
Fair Value of Financial Instruments

Fair Value of Financial Instruments

 

The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate the market rate.

 
Basic and Diluted Loss Per Share

Basic and Diluted Loss Per Share

 

Basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the three months ended March 31, 2024 and 2023. During the three months ended March 31, 2024, 2,487,500 of stock warrants, 10,350,000 of stock options and 15,821,450 shares issuable upon the conversion of senior convertible notes were considered for their dilutive effects but were determined to be anti-dilutive due to the Company’s net loss. During the three months ended March 31, 2023, 1,487,500 of stock warrants, 4,050,000 of stock options and 5,563,309 shares issuable upon the conversion of senior convertible notes were considered for their dilutive effects but were determined to be anti-dilutive due to the Company’s net loss.

 
Stock-based Compensation

Stock-based Compensation

 

The Company determines the fair value of stock option awards granted to employees and nonemployees in accordance with FASB ASC Topic 718 – 10. Compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.

 
Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements.

 
v3.24.1.1.u2
Equity (Tables)
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Schedule of stock warrant activity
        
  

Number of

Warrants

   Weighted Average Exercise Price Per Share 
         
Outstanding at December 31, 2023   1,687,500   $1.88 
Granted   800,000    1.00 
Exercised   –    – 
Forfeited and expired   –    – 
Outstanding at March 31, 2024   2,487,500   $1.60 
Schedule of stock option activity
        
   Number of
Options		   Weighted Average Exercise Price Per Share 
         
Outstanding at December 31, 2023   8,350,000   $0.10 
Granted   2,000,000    0.10 
Exercised   –    – 
Forfeited and expired   –    – 
Outstanding at March 31, 2024   10,350,000   $0.10 
v3.24.1.1.u2
Summary of Significant Accounting Policies (Details Narrative) - shares
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Stock Warrants [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive shares 2,487,500 1,487,500
Stock Options [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive shares 10,350,000 4,050,000
Senior Convertible Notes [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive shares 15,821,450 5,563,309
v3.24.1.1.u2
Related Party Transactions (Details Narrative) - USD ($)
 3 Months Ended
Jan. 02, 2024
Dec. 27, 2023
Dec. 15, 2023
Mar. 31, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]          
Convertible note payable       $ 1,235,000 $ 1,235,000
Related Party Convertible Note [Member]          
Related Party Transaction [Line Items]          
Convertible note payable       749,795 749,795
Accrued interest       15,612 657
Mr. Stone Douglass [Member]          
Related Party Transaction [Line Items]          
Base annual salary $ 120,000        
Officer salary       30,000  
Accrued compensation       292,200 262,200
Chartock [Member]          
Related Party Transaction [Line Items]          
Base annual salary   $ 120,000      
Officer salary       30,000  
Accrued compensation       30,000  
Mr. Chang [Member]          
Related Party Transaction [Line Items]          
Base annual salary $ 120,000        
Officer salary       30,000  
Accrued compensation       $ 30,000  
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures       2,000,000  
Remaining option term       ten-year term  
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price       $ 0.10  
TAG Collective [Member]          
Related Party Transaction [Line Items]          
Convertible note payable   $ 354,795      
Senior note   8.00%      
Debt maturity date   Dec. 31, 2024      
Convertible note payable, conversion price   $ 0.10      
TAG Collective [Member] | Development Agreement [Member]          
Related Party Transaction [Line Items]          
Convertible note payable     $ 395,000    
Senior note     8.00%    
Debt maturity date     Dec. 31, 2024    
Convertible note payable, conversion price     $ 0.10    
Stock issued for services, shares     1,000,000    
Stock issued for services, value     $ 100,000    
Deposit on software       $ 495,000 $ 495,000
v3.24.1.1.u2
Advances, Notes Payable and Senior Convertible Notes (Details Narrative) - USD ($)
 1 Months Ended 2 Months Ended 12 Months Ended
Jul. 23, 2023
Nov. 30, 2021
Jun. 30, 2022
Mar. 31, 2023
Dec. 31, 2022
Mar. 31, 2024
Dec. 31, 2023
Feb. 28, 2023
Short-Term Debt [Line Items]                
Premium finance note payable balance           $ 1,537 $ 5,106  
Convertible note payable           1,235,000 $ 1,235,000  
Two Senior Convertible Notes [Member]                
Short-Term Debt [Line Items]                
Debt stated interest rate             8.00%  
Debt face amount       $ 40,000       $ 40,000
Debt Instrument, Maturity Date       Dec. 31, 2023        
Conversion price               $ 0.20
Issued July 23, 2023 [Member]                
Short-Term Debt [Line Items]                
Debt stated interest rate 8.00%              
Debt Instrument, Maturity Date Dec. 31, 2024              
Conversion price $ 0.10              
Convertible note payable $ 200,000              
Issued Fiscal 2022 [Member]                
Short-Term Debt [Line Items]                
Debt stated interest rate     12.00%   8.00%      
Debt Instrument, Maturity Date         Dec. 31, 2022      
Conversion price         $ 0.20      
Convertible note payable         $ 445,000      
Issued June 2022 [Member]                
Short-Term Debt [Line Items]                
Debt Instrument, Maturity Date     May 31, 2023          
Conversion price     $ 0.20          
Convertible note payable     $ 400,000          
Three Senior Convertible Notes [Member]                
Short-Term Debt [Line Items]                
Debt stated interest rate   8.00%            
Debt Instrument, Maturity Date   Dec. 31, 2022            
Convertible note payable   $ 150,000            
Premium Finance Agreement [Member]                
Short-Term Debt [Line Items]                
Premium finance note payable balance           1,537 $ 5,106  
Norbert Klebl [Member]                
Short-Term Debt [Line Items]                
Notes payable           464,741 464,741  
Accrued interest           $ 65,089 $ 55,820  
Debt stated interest rate           8.00%    
v3.24.1.1.u2
Equity (Details - Warrant activity) - Warrant [Member]
 3 Months Ended
Mar. 31, 2024
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of warrants outstanding, beginning | shares 1,687,500
Weighted average exercise price per share outstanding, beginning | $ / shares $ 1.88
Number of warrants outstanding, granted | shares 800,000
Weighted average exercise price per share, granted | $ / shares $ 1.00
Number of warrants outstanding, exercised | shares 0
Weighted average exercise price per share, exercised | $ / shares $ 0
Number of warrants outstanding, forfeited and expired | shares 0
Weighted average exercise price per share, forfeited and expired | $ / shares $ 0
Number of warrants outstanding, ending | shares 2,487,500
Weighted average exercise price per share outstanding, ending | $ / shares $ 1.60
v3.24.1.1.u2
Equity (Details - Option activity) - Equity Option [Member]
 3 Months Ended
Mar. 31, 2024
$ / shares
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Number of Options Outstanding, Beginning | shares 8,350,000
Weighted Average Exercise Price Per Share Outstanding, Beginning | $ / shares $ 0.10
Number of Options, Granted | shares 2,000,000
Weighted Average Exercise Price Per Share, Granted | $ / shares $ 0.10
Number of Options, Exercised | shares 0
Weighted Average Exercise Price Per Share, Exercised | $ / shares $ 0
Number of Options, Forfeited and expired | shares 0
Weighted Average Exercise Price Per Share, Forfeited and expired | $ / shares $ 0
Number of Options Outstanding, Ending | shares 10,350,000
Weighted Average Exercise Price Per Share Outstanding, Ending | $ / shares $ 0.10
v3.24.1.1.u2
Equity (Details Narrative) - USD ($)
 3 Months Ended
Jan. 05, 2024
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Class of Stock [Line Items]        
Common stock, shares authorized   200,000,000   200,000,000
Common stock, par value   $ 0.0001   $ 0.0001
Preferred stock, shares authorized   20,000,000   20,000,000
Preferred stock, par value   $ 0.0001   $ 0.0001
Proceeds from sold units   $ 80,000 $ 0  
Share-based payment arrangement, noncash expense   $ 204,590 $ 498,158  
Warrant [Member]        
Class of Stock [Line Items]        
Weighted average remaining term   1 year 1 month 28 days    
Aggregate intrinsic value   $ 0    
Equity Option [Member]        
Class of Stock [Line Items]        
Weighted average remaining term   8 years 10 months 2 days    
Share-based payment arrangement, noncash expense   $ 137,090    
Compensation cost not yet recognized   800,374    
Aggregate intrinsic value   $ 0    
Consultant [Member]        
Class of Stock [Line Items]        
Stock issued for services, shares 500,000      
Stock issued for services, value $ 67,500      
Investors [Member] | Units [Member]        
Class of Stock [Line Items]        
Units issued during period   8    
Proceeds from sold units   $ 80,000    
Unit description   Each Unit consists of 100,000 shares of our common stock and 100,000 warrants.    
v3.24.1.1.u2
Commitments (Details Narrative) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Norbert Klebl [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Notes payable $ 464,741 $ 464,741
Debt stated interest rate 8.00%  
Klebl [Member]    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Debt stated interest rate 8.00%  
GeoSolar Technologies (PK) (USOTC:GSLR)
Gráfica de Acción Histórica
De Abr 2024 a May 2024 Haga Click aquí para más Gráficas GeoSolar Technologies (PK).
GeoSolar Technologies (PK) (USOTC:GSLR)
Gráfica de Acción Histórica
De May 2023 a May 2024 Haga Click aquí para más Gráficas GeoSolar Technologies (PK).