1-SA 1 geosolar_1sa.htm SEMIANNUAL REPORT PURSUANT TO REGULATION A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-SA

☒ SEMIANNUAL REPORT PURSUANT TO REGULATION A

☐ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A

For the fiscal semi-annual period ended June 30, 2023

GeoSolar Technologies, Inc.

(Exact name of issuer as specified in its charter)

Colorado	85-4106353
State or other jurisdiction of incorporation	(I.R.S. Employer Identification No.)
or organization

1400 16th Street, Ste 400, Denver, CO 80202

(Full mailing address of principal executive offices)

(720) 932-8109

(Issuer’s telephone number, including area code)

Item 1. Management’s Discussion and Analysis of Financial Condition 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 June 30, 2023 we were in the development stage.

Results of Operations

Material changes in the line items in our Statement of Income for the six months ended June 30, 2023 as compared to the same period last year, are discussed below:

Item

Increase (I) or

Decrease (D)

Reason

General and Administrative Expenses

Increase in stock based compensation

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 six months ended June 30, 2023 and 2022 were:

	2023			2022
	$			$
Cash used in operations		(77,877	)		(562,665	)
Proceeds from advances		39,300			1,000
Repayment of advances		(1,595	)		(30,780	)
Repayment of note		(4,823	)		–
Proceeds from senior convertible notes payable		40,000			745,000
Proceeds from subscription receivable		–			960
Proceeds from sale of common stock and warrants		–			283

Our projected capital requirements for the twelve months ending June 30, 2024 are:

Description	Amount
Marketing	$	300,000
General and Administrative	$	1,000,000
Research and Development	$	200,000

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 June 30, 2024.

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.

Contractual Obligations

As of June 30, 2023 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 June 30, 2023, we have had no revenue and have 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 2. Other Information

None.

Item 3. Financial Statements

GeoSolar Technologies, Inc.

Consolidated Balance Sheets

(Unaudited)

	June 30, 2023			December 31, 2022

ASSETS
Current assets:
Cash	$	9,325		$	14,320
Prepaid expenses		14,587			6,734
Total current assets		23,912			21,054

Noncurrent assets:
Land		464,741			464,741
Total noncurrent assets		464,741			464,741

Total assets	$	488,653		$	485,795

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	258,746		$	131,454
Accrued compensation		197,200			107,200
Accrued expenses		1,027,605			784,815
Advances		534,041			494,741
Note payable		11,661			4,823
Senior convertible notes payable		1,035,000			995,000
Total current liabilities		3,064,253			2,518,033
Total liabilities		3,064,253			2,518,033

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, 62,102,000 and 61,702,000 shares issued and outstanding, respectively		6,211			6,171
Additional paid in capital		9,270,458			8,126,266
Accumulated deficit		(11,852,269	)		(10,164,675	)
Total stockholders' deficit		(2,575,600	)		(2,032,238	)
Total liabilities and stockholders' deficit	$	488,653		$	485,795

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

GeoSolar Technologies, Inc.

Consolidated Statements of Operations

For the three and six months ended June 30, 2023 and 2022

(Unaudited)

	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022

Operating expenses:
General and administrative	$	845,058		$	433,776		$	1,618,908		$	1,124,698
Research and development		–			4,097			–			7,560

Total operating expenses		845,058			437,873			1,618,908			1,132,258

Other expenses:

Interest expense		(34,811	)		(12,448	)		(68,686	)		(21,386	)

Total other expenses		(34,811	)		(12,448	)		(68,686	)		(21,386	)

Net loss	$	(879,869	)	$	(450,321	)	$	(1,687,594	)	$	(1,153,644	)

Net loss per common share:
Basic	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)
Diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)

Weighted average common shares outstanding:
Basic		61,928,667			59,850,000			61,835,333			59,106,250
Diluted		61,928,667			59,850,000			61,835,333			59,106,250

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

GeoSolar Technologies, Inc.

Consolidated Statements of Changes in Stockholders’ Deficit

For the six months ended June 30, 2023 and 2022

(Unaudited)

	Common Stock				Additional paid-in		Accumulated
	Shares		Amount		capital		Deficit			Total

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	)

Stock based compensation		300,000		30		646,044		–			646,074

Net loss		–		–		–		(879,869	)		(879,869	)

Balance, June 30, 2023		62,102,000	$	6,211	$	9,270,458	$	(11,852,269	)	$	(2,575,600	)


Balance, December 31, 2021		56,875,000	$	5,688	$	6,149,052	$	(6,699,910	)	$	(545,170	)

Common shares issued for cash ($283) and services		2,825,000		283		423,468		–			423,751

Common shares issued for subscription receivable ($15) and services		150,000		15		22,485		–			22,500

Stock based compensation		–		–		61,042		–			61,042

Net loss		–		–		–		(703,323	)		(703,323	)

Balance, March 31, 2022		59,850,000		5,986		6,656,047		(7,403,233	)		(741,200	)

Stock based compensation		–		–		61,042		–			61,042

Net loss		–		–		–		(450,321	)		(450,321	)

Balance, June 30, 2022		59,850,000	$	5,986	$	6,717,089	$	(7,853,554	)	$	(1,130,479	)

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

GeoSolar Technologies, Inc.

Consolidated Statements of Cash Flows

For the six months ended June 30, 2023 and 2022

(Unaudited)

	June 30, 2023			June 30, 2022

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,687,594	)	$	(1,153,644	)
Adjustment to reconcile net loss to cash used in operating activities:
Stock based compensation		1,144,232			568,037
Net change in:
Prepaid expenses		3,808			50,583
Accounts payable		128,887			(44,883	)
Accounts payable, related party		90,000			(22,500	)
Accrued expenses		242,790			39,742

CASH FLOWS USED IN OPERATING ACTIVITIES		(77,877	)		(562,665	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from advances		39,300			–
Repayment of advances		–			(30,000	)
Proceeds from advances, related party		–			1,000
Repayment of advances, related party		(1,595	)		(780	)
Repayment of note payable		(4,823	)		–
Proceeds from senior convertible notes payable		40,000			745,000
Proceeds from subscription receivable		–			975
Proceeds from issuance of common stock and warrants		–			283

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		72,882			716,478

NET CHANGE IN CASH		(4,995	)		153,813
Cash, beginning of period		14,320			19,362
Cash, end of period	$	9,325		$	173,175

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest expense	$	11,652		$	–
Cash paid for income taxes	$	–		$	–

NON-CASH TRANSACTIONS
Expenses paid on the Company's behalf	$	1,595		$	–
Financing of prepaid insurance premiums	$	11,661		$	11,841
Non-cash increase in prepaid expenses	$	–		$	1,250,000

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

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 of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented, have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2022, as reported in the Form 10-K of the Company, have been omitted.

On June 6, 2022, the Company formed a new subsidiary in Colorado, Sustainable Housing Development Corporation, to build a four-plex. As of June 30, 2023, Sustainable Housing Development Corporation has not begun operations.

Summary of Significant Accounting Policies

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

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying consolidated financial statements involved 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.

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 market rate.

Basic and Diluted Loss Per Share

Basic loss per common share is computed by dividing 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 and six months ended June 30, 2023 and 2022, reflected in the accompanying statement of operations. During the three and six months ended June 30, 2023 and 2022, 5,686,466 and 4,475,000 shares issuable upon the conversion of senior convertible notes, respectively, 1,487,500 shares issuable upon the exercise of stock warrants and 4,050,000 and 3,750,000 shares issuable upon the exercise of stock options, respectively, were considered for their dilutive effects but were determined to be anti-dilutive due to the Company’s net loss.

Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, or ASU 2016-13. The guidance is effective for fiscal years beginning after December 15, 2022. The Company adopted this standard on January 1, 2023, which had no material impact on the Company’s financial statements.

Note 2. 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 June 30, 2023, 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 3. Related Party Transactions

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. During the six months ended June 30, 2023 the Company recognized $90,000 of expense related to this agreement. As of June 30, 2023 and December 31, 2022, the Company has accrued $197,200 and $107,200 of compensation, respectively.

During the six months ended June 30, 2023, the Company’s director paid $1,595 of expenses on the Company’s behalf and was repaid $1,595 in cash. As of June 30, 2023 and December 31, 2022, the advances related party totaled $0.

During the six months ended June 30 2022, the Company repaid $780 of advances from the Company’s director.

Note 4. Advances, Note Payable and Convertible Notes

Advances

As of June 30, 2023, the Company owed Norbert Klebl $464,741 and accrued interest of $37,088, related to the funding and purchase of land on the Company’s behalf. The advance bears interest at 8% and is secured by land, see Commitments footnote. As of June 30, 2023 and December 31, 2022, the advances totaled $494,741.

During the six months ended June 30, 2023, the Company received advances of $39,300. The advances are unsecured, non-interest bearing and are payable on demand.

Note Payable

In June 2022, the Company entered into a Premium Finance Agreement related to various insurance policies. The policy premiums total $16,162 for a one year policy period. The Company financed $11,841 of the policy over a ten month period. The monthly payments under the agreement are due in ten installments of $1,224, at an annual interest rate of 7.30%.As of June 30, 2023 and December 31, 2022, the note payable balance was $0 and $4,823, respectively.

In June 2023, the Company entered into a Premium Finance Agreement related to various insurance policies. The policy premiums total $15,193 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 June 30, 2023, the note payable balance was $11,661.

Senior Convertible Notes

During the six months ended June 30, 2023, the Company issued senior convertible notes in the principal amount of $40,000. The notes are unsecured, bear interest at 8% per year and are due on demand.

In fiscal year 2021, the Company issued three senior convertible notes in the principal amount of $595,000. 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.

In fiscal year 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. The note is currently past due.

At the option of the holders, 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 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 $0.20 per Equity Security regardless of the cash price paid per share for Equity Securities by the Investors in the Qualified Financing. As of June 30, 2023 and December 31, 2022, the balances on the senior convertible notes were $1,035,000 and $995,000, respectively.

Note 5. 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 June 19, 2022, the Company entered into a one-year contract with SRAX, Inc. (“SRAX”). In exchange for the right to use the SRAX Sequire platform, in connection with the Company’s Regulation A Offering, the Company agreed to issue SRAX 1,250,000 shares of its restricted common stock. Per the agreement, the shares are subject to a price adjustment if the Company issues any common stock or common stock equivalents less than $1.00 per share. On July 13, 2022, the Company issued 1,250,000 shares to SRAX. The Company recorded the $1,250,000 in additional paid in capital and will recognize the expense over the life of the contract. During the six months ended June 30, 2023, the Company recognized $572,917 of stock-based compensation related to this agreement. As of June 30, 2023, the Company had $0 of unrecognized expense of stock-based compensation related to this issuance.

On February 24, 2023, the Board approved the issuance of 100,000 shares of the Company common stock at $0.0001 to consultants for services. The shares vested upon issuance. Based on the $1.00 per share fair value using the cash selling price at the time of issuance, the Company recognized an expense of $99,990 related to the issuance of shares.

On May 23, 2023, the Board approved the issuance of 300,000 shares of the Company common stock at $0.0001 to consultants for services. The shares vested upon issuance. Based on the $1.00 per share fair value using the cash selling price at the time of issuance, the Company recognized an expense of $299,970 related to the issuance of shares.

Stock Warrants

The following table summarizes the stock warrant activity for the six months ended June 30, 2023:

	Number of Warrants		Weighted Average Exercise Price Per Share

Outstanding at December 31, 2022		1,487,500	$	2.00
Granted		–		–
Exercised		–		–
Forfeited and expired		–		–
Outstanding at June 30, 2023		1,487,500	$	2.00

As of June 30, 2023, all outstanding warrants are exercisable and have a weighted average remaining term of 1.51 years. There was no intrinsic value of the outstanding warrants as of June 30, 2023.

Stock Options

The following table summarizes the stock option activity for the six months ended June 30, 2023:

	Number of Options		Weighted Average Exercise Price Per Share

Outstanding at December 31, 2022		4,050,000	$	0.11
Granted		–		–
Exercised		–		–
Forfeited and expired		–		–
Outstanding at June 30, 2023		4,050,000	$	0.11

During the six months ended June 30, 2023, the Company recognized $171,316 of expense related to outstanding stock options leaving $502,465 of unrecognized expenses related to options. As of June 30, 2023, the outstanding stock options have a weighted average remaining term of 8.19 years and an aggregate intrinsic value of $3,615,000.

Note 6. Commitments

On May 17, 2022, the Company engaged Rialto Markets, LLC (“Rialto”), to act as the broker-dealer of record in connection with the Company’s Regulation A Offering, but not for underwriting or placement agent services. The Company has agreed to pay Rialto a commission equal to 2% of the amount raised from the sale of the Company’s common stock in the Regulation A Offering. During the year ended December 31, 2022, the Company paid Rialto $2,000 for FINRA filing fees.

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 April 30, 2023. In June 2023, the Company extended the agreement with Mr. Klebl to July 31, 2023.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. The advance is secured by the property, bears interest at 8% per annum and is repayable when the development is sold. As of June 30, 2023, Mr. Klebl is owed $464,741, which is repayable when the development is sold.

Note 7. Subsequent Events

On July 10, 2023, the Company issued 300,000 shares of the Company common stock at $0.0001 to consultants for services.

Item 4. Exhibits

Number	Exhibit Description

2.1*	Articles of Incorporation and Amendments
2.2*	Bylaws
3.2*	Form of Warrant sold to private investors
6.1*	Equity Incentive Plan
6.2	Reg A+ Engagement Agreement between the Company and Manhattan Street Capital (1)
6.3	Employment Agreement with A. Stone Douglass (1)

* Incorporated by reference to the same exhibit filed with the Company’s Registration Statement on Form S-1 (file #333-255887).

(1) Incorporated by reference to the Company’s Notification on Form 1-A.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GeoSolar Technologies, Inc.

By:	A. Stone Douglass
Name:	A. Stone Douglass
Title:	Principal Executive, Financial and Accounting Officer
Date:	August 21, 2023