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 ~~September 30,~~March ~~2023~~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: 6265,~~402~~552,~~000~~040 shares of common stock outstanding as of ~~November 1,~~May ~~2023~~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.

TABLE OF CONTENTS

		Page No.
	PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS.
	Consolidated Balance Sheets – as of September 30, 2023 and December 31, 2022 (unaudited)	F-1
	Consolidated Balance Sheets – as of March 31, 2024 and December 31, 2023 (unaudited)	F-1
	Consolidated Statements of Operations – nine months ended September 30, 2023 (unaudited)	F-2
	Consolidated Statements of Operations – three months ended March 31, 2024 and 2023 (unaudited)	F-2
	Consolidated Statements of Stockholders’ Deficit – nine months ended September 30, 2023 and 2022 (unaudited)	F-3
	Consolidated Statements of Stockholders’ Deficit – three months ended March 31, 2024 and 2023 (unaudited)	F-3
	Consolidated Statements of Cash Flows – nine months ended September 30, 2023 and 2022 (unaudited)	F-4
	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

PART I. FINANCIAL INFORMATION

Item 1.     Financial Statements

GeoSolar Technologies, Inc.

Consolidated Balance Sheets

(Unaudited)

	September 30, 2023			December 31, 2022
	March 31, 2024			December 31, 2023
ASSETS
Current assets:
Cash	$	1422,~~369~~785		$	145,~~320~~268
Prepaid expenses		158,~~609~~352			611,~~734~~631
Total current assets		2931,~~978~~137			2116,~~054~~899
Noncurrent assets:
Deposit on software, related party		495,000			495,000
Land		464,741			464,741
Total noncurrent assets		~~464~~959,741			~~464~~959,741
Total assets	$	~~494~~990,~~719~~878		$	~~485~~976,~~795~~640
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	~~214~~300,~~924~~656		$	~~131~~312,~~454~~839
Accrued compensation		~~217~~352,200			~~107~~262,200
Accrued expenses		1968,~~053,259~~290			~~784~~921,~~815~~487
Advances		534,041			494,741
Accrued expenses, related party		15,612			657
Note payable		8,284			4,823
Advances		494,741			494,741
Senior convertible notes payable		1,235,000			995,000
Deferred revenue		23,584			–
Total current liabilities		3,262,708			2,518,033
Note payable		1,537			5,106
Total liabilities		3,262,708			2,518,033
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, 62,402,000 and 61,702,000 shares issued and outstanding, respectively		6,241			6,171
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		910,~~656~~221,~~086~~896			89,~~126~~937,~~266~~436
Accumulated deficit		(1213,~~430~~378,~~316~~989	)		(1012,~~164~~949,~~675~~047	)
Total stockholders' deficit		(23,~~767~~150,~~989~~537	)		(23,~~032~~005,~~238~~185	)
Total liabilities and stockholders' deficit	$	~~494~~990,~~719~~878		$	~~485~~976,~~795~~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 ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023

(Unaudited)

	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	March 31, 2024			March 31, 2023
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Operating expenses:
Operating expenses:
General and administrative	$	376,394		$	773,850
General and administrative	$	539,764		$	606,283		$	2,158,672		$	1,730,981
Total operating expenses		376,394			773,850
Research and development		–			1,681			–			9,241
Other expenses:
Total operating expenses		539,764			607,964			2,158,672			1,740,222
Interest expense		(53,548	)		(33,875	)
Other expenses:
Total other expenses		(53,548	)		(33,875	)
Interest expense		(38,283	)		(31,582	)		(106,969	)		(52,968	)
Net loss	$	(429,942	)	$	(807,725	)
Total other expenses		(38,283	)		(31,582	)		(106,969	)		(52,968	)
Net loss per common share:
Net loss	$	(578,047	)	$	(639,546	)	$	(2,265,641	)	$	(1,793,190	)
Basic	$	(0.01	)	$	(0.01	)
Net loss per common share:
Diluted	$	(0.01	)	$	(0.01	)
Basic	$	(0.01	)	$	(0.01	)	$	(0.04	)	$	(0.03	)
Weighted average common shares outstanding:
Diluted	$	(0.01	)	$	(0.01	)	$	(0.04	)	$	(0.03	)
Basic		65,072,919			61,741,326
Weighted average common shares outstanding:
Diluted		65,072,919			61,741,326
Basic		62,372,330			60,935,165			62,015,971			59,720,864
Diluted		62,372,330			60,935,165			62,015,971			59,720,864

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 ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~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	)
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	)
Stock based compensation		300,000		30		385,628		–			385,658
Net loss		–		–		–		(578,047	)		(578,047	)
Balance, September 30, 2023		62,402,000	$	6,241	$	9,656,086	$	(12,430,316	)	$	(2,767,989	)
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	)
Stock based compensation		1,250,000		125		425,500		–			425,625
Net loss		–		–		–		(639,546	)		(639,546	)
Balance, September 30, 2022		61,100,000	$	6,111	$	7,142,589	$	(8,493,100	)	$	(1,344,400	)

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 ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023

(Unaudited)

	September 30, 2023			September 30, 2022
	March 31, 2024			March 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2429,~~265,641~~942	)	$	(1807,~~793,190~~725	)
Adjustment to reconcile net loss to cash used in operating activities:
Stock based compensation		1204,~~529,890~~590			~~993~~498,~~662~~158
Net change in:
Prepaid expenses		23,~~786~~279			14,~~252,540~~040
Accounts payable		85(12,~~065~~183	)		~~(67~~76,~~049~~967	)
Accrued compensation		~~110~~90,000			–45,000
Accrued expenses		~~268~~46,~~444~~803			(1154,~~114,900~~224	)
CASH FLOWS USED IN OPERATING ACTIVITIES		(269,456	)		(728,937	)
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:
Proceeds from advances		39,300			–
Repayment of advances, related party		–			(1,595	)
Repayment of advances		–			(30,000	)
Repayment of note payable		(3,569	)		(3,606	)
Proceeds from advances, related party		–			1,000
Proceeds from senior convertible notes payable		–			40,000
Repayment of advances, related party		(1,595	)		(1,780	)
Proceeds from issuance of common stock and warrants		80,000			–
Repayment of note payable		(8,200	)		(3,439	)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		76,431			34,799
Proceeds from senior convertible notes payable		240,000			745,000
NET CHANGE IN CASH		17,517			5,463
Proceeds from subscription receivable		–			975
Cash, beginning of period		5,268			14,320
Proceeds from issuance of common stock and warrants		–			283
Cash, end of period	$	22,785		$	19,783
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		269,505			712,039
NET CHANGE IN CASH		49			(16,898	)
Cash, beginning of period		14,320			19,362
Cash, end of period	$	14,369		$	2,464
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest expense	$	~~11,652~~108		$	11,~~411~~652
Cash paid for income taxes	$	–		$	–
NON-CASH TRANSACTIONS
Expenses paid on the Company's behalf	$	~~1,595~~–		$	–1,595
Financing of prepaid insurance premiums	$	11,661		$	11,841
Non-cash increase in prepaid expenses	$	–		$	1,250,000
Land acquired with advance	$	–		$	464,741

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~~ 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(“U.S. GAAP”) ~~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.

OnIn ~~June~~the 6,opinion ~~2022~~of management, the accompanying ~~Company~~unaudited ~~formed~~consolidated financial statements contain all adjustments (all of which are of a ~~new~~normal ~~subsidiary~~recurring innature) ~~Colorado,~~and ~~Sustainable~~disclosures ~~Housing~~necessary ~~Development~~for ~~Corporation~~a fair presentation of the Company’s financial position as of March 31, to2024, ~~build~~and athe results ~~four-plex~~of its operations for the three months then ended. AsThe consolidated balance sheet as of ~~September~~December 3031, 2023, ~~Sustainable~~is ~~Housing Development~~derived ~~Corporation~~from ~~has~~the ~~not~~December ~~begun~~31, ~~operations~~2023, audited financial statements.

~~Summary~~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 ~~Significant~~this ~~Accounting~~uncertainty. ~~Policies~~Refer to discussion in Note 3.

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

~~Our~~Note ~~consolidated financial statements include our accounts and the accounts of our 100% owned subsidiary, Sustainable Housing Development Corporation~~2. ~~All~~Summary ~~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~~Significant ~~(“U.S.~~Accounting ~~GAAP”).~~Policies

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

~~The~~Principles ~~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.Consolidation

~~Related~~Our ~~Parties~~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”).

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

~~Fair~~In ~~Value~~preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of ~~Financial~~America, ~~Instruments~~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.

~~The~~Related 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.Parties

~~Basic~~The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and ~~Diluted~~disclosure ~~Loss~~of ~~Per~~related ~~Share~~party transactions.

~~Basic~~Income 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.Taxes

~~During~~The ~~the~~Company ~~nine~~accounts ~~months~~for ~~ended~~income ~~September~~taxes ~~30,~~in ~~2023~~accordance ~~and~~with ~~2022,~~the 7provisions of ASC 740,~~839,480~~ ~~and~~“Income 4Taxes” (“ASC 740”),~~475,000~~ ~~shares~~on ~~issuable~~a ~~upon~~tax ~~the~~jurisdictional ~~conversion~~basis. ofDeferred ~~senior~~tax ~~convertible~~assets and ~~notes,~~liabilities ~~respectively,~~are ~~1,487,500~~determined ~~shares~~based ~~issuable upon~~on the ~~exercise~~differences between the financial reporting and the tax bases of ~~stock~~reported ~~warrants~~assets and ~~4,050,000~~liabilities and are measured using the enacted tax rates and ~~3,750,000~~laws ~~shares~~that ~~issuable~~will ~~upon~~be in effect when the ~~exercise~~differences ofare ~~stock~~expected ~~options,~~to ~~respectively,~~reverse. ~~were~~The Company ~~considered~~must ~~for~~then ~~their~~assess ~~dilutive~~the ~~effects~~likelihood ~~but~~that ~~were~~the ~~determined~~resulting todeferred tax assets will be ~~anti-dilutive~~realized. ~~due~~A tovaluation ~~the~~allowance ~~Company’s~~is ~~net~~provided ~~loss~~when it is more likely than not that some portion or all of a deferred tax asset will not be realized.

F-5

~~Recent~~Fair ~~Accounting~~Value ~~Pronouncements~~of Financial Instruments

InThe ~~June~~Company’s ~~2016,~~financial ~~the~~instruments ~~FASB issued Accounting Standards~~consist ~~Update~~primarily ~~No. 2016-13, Financial Instruments-Credit Losses: Measurement~~ of ~~Credit~~cash ~~Losses~~and onaccounts ~~Financial Instruments~~payable. ~~ASU~~The ~~2016-13~~carrying ~~requires~~values ~~measurement and recognition~~ of ~~expected~~these ~~credit losses for~~ financial ~~assets.~~instruments Inapproximate ~~April~~their ~~2019,~~respective ~~the~~fair ~~FASB~~values ~~issued clarification to ASU 2016-13 within ASU~~as ~~2019-04,~~they ~~Codification~~are ~~Improvements to Topic 326, Financial Instruments~~short-~~Credit~~term ~~Losses,~~in ~~Topic~~nature ~~815, Derivatives and Hedging, and Topic 825, Financial Instruments,~~ or ~~ASU~~carry ~~2016-13.~~interest ~~The~~rates ~~guidance~~that isapproximate ~~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~~market ~~financial statements~~rate.

~~Note~~Basic ~~2. Going Concern~~and Diluted Loss Per Share

~~These~~Basic ~~consolidated~~loss ~~financial~~per ~~statements~~common ~~have~~share ~~been~~is computed by dividing ~~prepared~~the innet ~~accordance~~loss ~~with~~available ~~generally~~to ~~accepted~~common ~~accounting~~shareholders ~~principles~~by ~~applicable~~the toweighted-average anumber ~~going~~of ~~concern,~~common ~~which~~shares ~~assumes~~outstanding ~~that~~during the ~~Company~~period. ~~will~~Diluted loss beper ~~able~~common toshare ~~meet~~is ~~its~~determined ~~obligations~~using ~~and~~the ~~continue~~weighted-average ~~its~~number ~~operations~~of ~~for~~common ~~its~~shares ~~next~~outstanding ~~fiscal~~during ~~year.~~the ~~Realization~~period, ~~values~~adjusted ~~may~~for bethe ~~substantially different~~dilutive ~~from~~effect ~~carrying~~of ~~values~~common asstock ~~shown~~equivalents. ~~and~~In ~~these~~periods ~~consolidated~~when ~~financial~~losses ~~statements~~are doreported, ~~not~~the ~~give~~weighted-average ~~effect~~number toof ~~adjustments~~common ~~that~~shares ~~would~~outstanding ~~be necessary to~~excludes ~~the~~common ~~carrying~~stock ~~values~~equivalents, ~~and~~because ~~classification~~their ofinclusion ~~assets~~would ~~and~~be ~~liabilities~~anti-dilutive. ~~should~~Accordingly, the ~~Company~~number beof ~~unable~~weighted toaverage ~~continue~~shares outstanding, as awell ~~going~~as ~~concern.~~the Atamount ~~September 30,~~of ~~2023,~~net ~~the~~loss ~~Company~~per ~~had~~share ~~not~~are ~~yet~~presented ~~achieved~~for ~~profitable~~basic ~~operations~~ and ~~expects~~diluted toper ~~incur~~share ~~further~~calculations ~~losses~~for in the ~~development~~three ofmonths ~~its~~ended ~~business,~~March ~~all~~31, of2024 ~~which~~and ~~raise~~2023. ~~substantial~~During ~~doubt~~the ~~about~~three ~~the~~months ~~Company’s~~ended ~~ability~~March to31, ~~continue~~2024, as2,487,500 aof ~~going~~stock ~~concern.~~warrants, ~~The~~10,350,000 ~~Company’s~~of ~~ability~~stock tooptions and 15,821,450 ~~continue~~shares asissuable aupon ~~going~~the ~~concern~~conversion isof ~~dependent~~senior ~~upon~~convertible ~~its~~notes ~~ability~~were toconsidered ~~generate~~for ~~future~~their ~~profitable~~dilutive ~~operations~~effects ~~and/or~~but towere ~~obtain~~determined ~~the~~to ~~necessary~~be ~~financing~~anti-dilutive due to ~~meet~~the ~~its~~Company’s ~~obligations~~net ~~and~~loss. ~~repay~~During ~~its~~the ~~liabilities~~three ~~arising~~months ~~from~~ended ~~normal~~March ~~business~~31, ~~operations~~2023, ~~when~~1,487,500 ~~they~~of ~~come~~stock ~~due.~~warrants, ~~Management~~4,050,000 ~~has~~of nostock ~~formal~~options ~~plan~~and in5,563,309 ~~place~~shares toissuable ~~address~~upon ~~this~~the ~~concern~~conversion ~~but is~~ of ~~the~~senior ~~opinion~~convertible ~~that~~notes ~~the~~were ~~Company~~considered ~~will~~for betheir ~~able~~dilutive toeffects ~~obtain~~but ~~additional~~were ~~funds by equity financing~~determined ~~and/or~~to ~~related~~be ~~party~~anti-dilutive ~~advances.~~due ~~However,~~to ~~there~~the isCompany’s nonet ~~assurance of additional funding being available~~loss.

~~Note~~Stock-based ~~3. Related Party Transactions~~Compensation

OnThe ~~January~~Company 5,determines ~~2021,~~ the ~~Company~~fair ~~entered~~value ~~into~~of anstock ~~employment~~option ~~agreement~~awards ~~with~~granted ~~Mr. Stone Douglass pursuant~~ to ~~which~~employees ~~Mr.~~and ~~Douglass~~nonemployees ~~agreed~~in toaccordance ~~serve~~with asFASB ~~Chief~~ASC ~~Executive~~Topic ~~Officer~~718 ~~commencing~~– ~~on January 1, 2021, for an initial term of three years~~10. ~~The~~Compensation ~~term~~cost ~~will~~is bemeasured ~~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~~grant ~~provides~~date ~~written~~based ~~notice~~on to the ~~other~~value ~~party~~of ~~that~~ the ~~employment~~award ~~agreement~~and is ~~not~~recognized toover ~~be extended (~~the ~~later~~service ~~of January 1~~period, ~~2024~~ ~~or the last date to~~ which ~~the term~~ is ~~extended~~usually ~~will be~~ the ~~end~~vesting ~~of the term)~~period. Mr. Douglass will receive a base annual salary of $180,000. During the nine months ended September 30, 2023 the Company recognized $135,000 of expense related to this agreement. As of September 30, 2023 and December 31, 2022, the Company has accrued $217,200 and $107,200 of compensation, respectively.

~~During~~Recent ~~the~~Accounting nine months ended September 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 September 30, 2023 and December 31, 2022, the advances related party totaled $0.Pronouncements

~~During~~The ~~the~~Company ~~nine~~does ~~months~~not ~~ended~~believe ~~September~~that ~~30,~~any ~~2022,~~recently ~~the~~issued ~~Company~~effective ~~received $1~~pronouncements,~~000 in~~ ~~advances~~or ~~from~~pronouncements ~~the~~issued ~~Company’s~~but ~~director~~not ~~and~~yet ~~repaid~~effective, $1if adopted,~~780 of~~ ~~advances~~would have a material effect on the accompanying consolidated financial statements.

Note 43. ~~Advances, Note~~ ~~Payable~~Going ~~and Convertible Notes~~Concern

~~Advances~~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.

AsNote ~~of September 30, 2023, the Company owed Norbert Klebl $464,741 and accrued interest of $46,449, related to the funding and purchase of land on the Company’s behalf~~4. ~~The~~Related ~~advance bears~~Party ~~interest at 8% and is secured by land, see Commitments footnote.~~Transactions

~~During~~Employment ~~the nine months ended September 30, 2023, the Company received advances of $39,300. As of September 30, 2023 and December 31, 2022, the advances totaled $534,041 and $494,741, respectively.~~agreements

~~F-6~~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.

~~Note Payable~~F-6

InOn ~~June~~December ~~2022~~27, 2023, the Company entered into an aemployment ~~Premium Finance~~agreement ~~Agreement~~with ~~related~~Mr. toDaniel ~~various~~E. ~~insurance~~Chartock ~~policies~~pursuant to which Mr. ~~The~~Chartock ~~policy~~agreed ~~premiums~~to ~~total~~serve ~~$16~~as Chief Growth Officer commencing on December 27,~~162~~ 2023, for aan ~~one~~initial ~~year~~term ~~policy~~of ~~period~~three years. The ~~Company~~term ~~financed $11~~will be extended automatically for one year on December 26,~~841~~ of2026 and each annual anniversary thereof (the ~~policy~~“Extension ~~over~~Date”) aunless, ~~ten~~and ~~month~~until, ~~period~~at least ninety days prior to the applicable Extension Date either Mr. ~~The~~Chartock ~~monthly~~or ~~payments~~the ~~under~~Company provides written notice to the other party that the employment agreement ~~are~~is ~~due~~not into ~~ten~~be ~~installments~~extended (the later of $1September 26,~~224,~~ at2026 anor ~~annual interest~~the ~~rate~~last date to which the term is extended will be the end of 7the term).~~30%~~ Mr. AsChartock ofwill ~~September~~receive a 30base annual salary of $120,000. ~~2023~~During ~~and~~the ~~December~~three months ended March 31, ~~2022~~2024, the ~~note~~Company ~~payable~~recognized ~~balance~~$30,000 ~~was~~of $0expense ~~and~~related $4to this agreement. As of March 31,~~823~~ 2024, ~~respectively~~the Company has accrued $30,000 of compensation payable to Mr. Chartock.

InOn ~~June~~January ~~2023~~1, 2024, the Company entered into an aemployment ~~Premium Finance~~agreement ~~Agreement~~with ~~related~~Mr. toDar-Lon ~~various~~Chang ~~insurance~~pursuant ~~policies~~to which Mr. ~~The~~Chang ~~policy~~agreed ~~premiums~~to ~~total~~serve ~~$15~~as President commencing on January 1,~~193~~ 2024, for aan initial term of three years. The term will be extended automatically for one year ~~policy~~on ~~period~~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 ~~The~~or the Company ~~financed~~provides written notice to the other party that the employment agreement is not to be extended (the later of September ~~$11~~30,~~661~~ 2027 or the last date to which the term is extended will be the end of the ~~policy~~term). ~~over~~Mr. Chang will receive a ~~ten~~base ~~month~~annual ~~period~~salary of $120,000. During ~~The~~the ~~monthly~~three ~~payments~~months ~~under~~ended March 31, 2024, the ~~agreement~~Company ~~are~~recognized ~~due~~$30,000 of inexpense ~~ten~~related ~~installments~~to this agreement. As of March 31, 2024, the Company has accrued $130,~~225~~000 of compensation payable to Mr. Chang. As additional compensation the Company issued 2,000,000 stock atoptions anto ~~annual~~purchase the Company’s common stock. The options have a ten-year ~~interest~~term ~~rate~~and have an exercise price of $0.10 per share.~~95%.~~ AsThe fair value of ~~September~~the ~~30,~~options ~~2023~~at issuance was $225,654. The Company valued the ~~note~~options ~~payable~~using ~~balance~~the ~~was~~Black-Scholes model with the following key assumptions ranging from: fair value stock price, $80.12,~~284~~ Exercise price, $0.10, Term 10 years, Volatility 129.84%, and Discount rate 3.95% and a dividend yield of 0%.

~~Senior~~Other ~~Convertible Notes~~

~~During~~On March 31, 2022, the ~~nine~~Company ~~months~~entered ~~ended~~into ~~September~~a Media 30Buying agreement with TAG Collective, ~~2023~~a division of BKNY Venture Holdings, Inc., of which Mr. Chartock is a Partner. On December 27, 2023, the Company ~~issued~~converted ~~senior~~$354,795 ~~convertible~~of ~~notes~~accrued inexpense ~~the~~with ~~principal~~TAG ~~amount~~Collective ofinto ~~$40,000~~a senior convertible note. The ~~notes~~note ~~are~~is unsecured, bears ~~bear~~ interest at 8% per year ~~and~~, ~~are~~is due and payable on ~~demand~~December 31, 2024, and is convertible at a fixed rate of $0.10.

InOn ~~fiscal~~December ~~year~~15, ~~2021~~2023, the Company ~~issued~~entered into ~~three~~a development agreement with TAG Collective. Per the agreement, TAG Collective will develop an integrated business management ~~senior~~platform ~~convertible~~for ~~notes~~the Company. The Company expects the platform to be completed in 2024. In consideration for the ~~principal~~platform, ~~amount~~the Company issued 1,000,000 shares of the Company’s common stock, valued at $~~595~~100,000, and issued a $395,000 senior convertible note. The ~~notes~~note ~~are~~is unsecured, ~~bear~~bears interest at 8% per year, ~~and~~is ~~are~~ 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, ~~2022~~2023. ~~The~~As ~~notes~~of ~~are~~March ~~currently~~31, ~~past~~2024, ~~due~~the deposit on software balance was $495,000.

InAs ~~fiscal~~of ~~year~~March ~~2022~~31, ~~the~~2024 ~~Company~~and ~~issued~~December a31, ~~senior~~2023, the convertible note, inrelated ~~the~~party ~~principal~~balance ~~amount~~was of $~~400~~749,~~000.~~795 ~~The~~with ~~note~~accrued ~~is unsecured, bears~~ interest atof ~~12%~~$15,612 ~~per year~~ and ~~is due and payable on May 31~~$657, ~~2023~~respectively. ~~The note is currently past due.~~

AtNote ~~the option of the holders, the notes can be converted into shares of the Company’s common stock~~5. 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 $2Advances,~~500,000, excluding~~ ~~the conversion of the~~ Notes orPayable ~~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~~Senior ~~action~~Convertible 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.Notes

On July 27, 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.Advances

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, the Company ~~balances~~owes onNorbert ~~the~~Klebl ~~senior~~$464,741 ~~convertible~~and ~~notes~~accrued ~~were~~interest of $165,~~235,000~~089 and $~~995~~55,~~000~~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 ~~5. Equity~~Payable

~~The~~In ~~Company~~May is2023, ~~currently~~the ~~authorized~~Company toentered ~~issue~~into upa Premium Finance Agreement related to ~~200,000,000~~various ~~shares~~insurance ofpolicies. ~~common~~The ~~stock~~policy ~~with~~premiums total $15,914 for a ~~par~~one ~~value~~year ofpolicy $0period.~~0001.~~ InThe ~~addition~~Company financed $11,661 of the ~~Company~~policy isover ~~authorized~~a toten ~~issue~~month ~~20,000,000~~period. ~~shares~~The ~~of preferred~~monthly ~~stock~~payments ~~with~~under athe ~~par~~agreement ~~value~~are due in ten installments of $~~0.0001.~~1,225, ~~The~~at ~~specific~~an ~~rights~~annual interest rate of ~~the~~10.95%. ~~preferred~~As ~~stock~~of March 31, ~~when~~2024 soand ~~designated~~December 31, ~~shall~~2023, bethe ~~determined~~note bypayable ~~the board~~balance ofwas ~~directors~~$1,537 and $5,106, respectively.

~~On June 19, 2022, the Company entered into a one~~F-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 nine months ended September 30, 2023, the Company recognized $572,917 of stock-based compensation related to this agreement. As of September 30, 2023, the Company had $0 of unrecognized expense of stock-based compensation related to this issuance.7

~~F-7~~Senior Convertible Notes

OnIn February ~~24,~~and March 2023, the ~~Board~~Company ~~approved~~issued two senior convertible notes in the ~~issuance~~ principal amount of ~~100~~$40,000. ~~shares~~The ofnotes ~~the~~are ~~Company~~unsecured, ~~common~~bear ~~stock~~interest at ~~$0.0001~~8% toper ~~consultants~~year ~~for~~and ~~services.~~are ~~The~~due ~~shares~~on December ~~vested~~31, ~~upon issuance~~2023. ~~Based~~The onnumber of shares of the ~~$1.00 per~~Company’s ~~share~~common ~~fair~~stock ~~value~~which ~~using~~will ~~the~~be ~~cash~~issued ~~selling~~upon ~~price~~any atconversion ~~the~~will ~~time~~be ofdetermined by ~~issuance,~~dividing the ~~Company~~amount ~~recognized~~to anbe ~~expense~~converted ofby $~~99,990~~0.20. ~~related~~The toNotes ~~the issuance~~are ofcurrently ~~shares~~past due.

On ~~May~~July 23, 2023, the ~~Board~~Company ~~approved~~issued ~~the~~a ~~issuance~~senior ofconvertible ~~300,000~~note ~~shares~~in of the ~~Company~~principal ~~common~~amount ~~stock~~of at $0200,000.~~0001~~ toThe ~~consultants~~note ~~for~~is ~~services.~~unsecured, ~~The~~bears ~~shares~~interest ~~vested~~at ~~upon~~8% ~~issuance.~~per ~~Based~~year and matures on ~~the~~December ~~$1.00~~31, ~~per~~2024. ~~share~~At ~~fair~~the ~~value~~option ~~using~~of the ~~cash~~holder, ~~selling~~the ~~price~~note atcan be converted into shares of the ~~time~~Company’s common stock. The number of ~~issuance,~~shares of the Company’s ~~recognized~~common anstock ~~expense~~which ofwill ~~$299,970~~be ~~related~~issued toupon any conversion will be determined by dividing the ~~issuance~~ ofamount ~~shares~~to be converted by $0.10.

OnIn ~~July~~fiscal ~~10,~~year ~~2023~~2022, the Company issued senior ~~300,000~~convertible ~~shares of~~notes in the ~~Company~~principal ~~common~~amount ~~stock~~of at $0445,000.~~0001~~ toThe ~~consultants~~notes ~~for~~are ~~services.~~unsecured, ~~The~~bear ~~shares~~interest ~~vested~~at ~~upon~~8% ~~issuance.~~per ~~Based~~year and are due and payable on ~~the~~December $131, 2022.00 ~~per~~The ~~share~~number ~~fair value~~of ~~using~~shares of the ~~cash~~Company’s ~~selling~~common ~~price~~stock atwhich ~~the~~will ~~time~~be ofissued ~~issuance,~~upon any conversion will be determined by dividing the ~~Company~~amount ~~recognized~~to anbe ~~expense~~converted ofby $~~299,970~~0.20. ~~related~~The tonotes ~~the~~are ~~issuance~~currently ofpast ~~shares~~due.

~~Stock~~In ~~Warrants~~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.

~~The~~In ~~following~~November ~~table~~and ~~summarizes~~December 2021, the ~~stock~~Company ~~warrant~~issued ~~activity~~three ~~for~~senior convertible notes in the ~~nine~~principal ~~months~~amount ~~ended~~of ~~September~~$150,000. 30The notes are unsecured, ~~2023:~~bear interest at 8% per year and are due and payable on December 31, 2022. The notes are currently past due.

Schedule of stock warrant activity
	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 September 30, 2023		1,487,500	$	2.00

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 ~~September~~March 3031, ~~2023,~~2024 ~~all outstanding warrants are exercisable~~ and ~~have~~December a31, ~~weighted~~2023, ~~average~~the balances ~~remaining~~on ~~term of 1.25 years. There was no intrinsic value of~~ the ~~outstanding~~senior ~~warrants~~convertible ~~as of~~notes ~~September~~were 30$1, ~~2023~~235,000.

~~Stock~~Note ~~Options~~6. Equity

The ~~following~~Company ~~table~~is ~~summarizes~~currently ~~the~~authorized to issue up to 200,000,000 shares of common stock ~~option~~with a par value of $0.0001. In addition, the Company is authorized to issue 20,000,000 shares of ~~activity~~preferred ~~for~~stock with a par value of $0.0001. The specific rights of the ~~nine~~preferred ~~months~~stock, ~~ended~~when ~~September~~so 30designated, ~~2023:~~shall be determined by the board of directors.

Schedule of stock option activity
	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 September 30, 2023		4,050,000	$	0.11

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 ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the Company ~~recognized~~sold ~~$256,974~~8 Units at a price of ~~expense~~$10,000 ~~related~~per Unit to ~~outstanding~~investors ~~stock~~for ~~options~~total ~~leaving~~proceeds of $~~416~~80,~~807~~000. ofEach ~~unrecognized~~Unit ~~expenses~~consists ~~related~~of to100,000 ~~options.~~shares As of ~~September~~our ~~30,~~common ~~2023~~stock and 100,000 ~~the~~warrants. ~~outstanding~~Each ~~stock~~warrant ~~options~~allows ~~have~~the aholder ~~weighted~~to ~~average~~purchase ~~remaining~~one ~~term~~share of ~~7.94~~the ~~years~~Company's ~~and~~common anstock ~~aggregate~~at ~~intrinsic value~~a price of $31.00 per share at any time on or before December 31,~~615,000~~ 2025.

F-8

~~Note~~Stock ~~6. Commitments~~Warrants

OnThe ~~May~~following ~~17,~~table ~~2022,~~summarizes the ~~Company~~stock ~~engaged Rialto Markets,~~warrant ~~LLC~~activity ~~(“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~~three ~~raised~~months ~~from the sale of the Company’s common stock in the Regulation A Offering. During the year~~ ended ~~December~~March 31, ~~2022, the Company paid Rialto $2,000 for FINRA filing fees.~~2024:

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 September 30, 2023, Mr. Klebl is owed $464,741, which is repayable when the development is sold.

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

~~F-9~~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.

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

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

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.

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

WeDuring ~~also~~the ~~assumed~~three ~~all~~months ~~liabilities (approximately~~ended ~~$380~~March 31,~~000)~~ ~~associated with seven consulting agreements previously signed by FWAV. The agreements with~~ 2024, the ~~consultants~~Company ~~generally provided~~recognized ~~that~~$137,090 ~~the~~of ~~consultants~~expense ~~would~~related ~~advise~~to ~~FWAV~~outstanding instock ~~matters~~options ~~concerning~~leaving ~~the~~$800,374 ~~development~~ of ~~the~~unrecognized ~~GSP~~expenses ~~systems~~related into ~~newly built and existing residences~~options. asAs ~~well~~of asMarch ~~new~~31, ~~apartments~~2024, ~~and~~the ~~commercial~~outstanding ~~buildings.~~stock ~~Although~~options ~~these~~have ~~consulting~~a ~~agreements~~weighted ~~have~~average ~~since~~remaining ~~expired,~~term weof ~~still~~8.84 ~~owe~~years ~~approximately $380,000~~with tono ~~the~~aggregate ~~former~~intrinsic ~~consultants~~value.

~~SmartGreen™~~Note ~~Home~~7. ~~system~~ Commitments

~~The~~On ~~SmartGreen™~~July ~~Home~~1, 2022, the Company entered into an agreement ~~system~~with ~~(“SGH~~Norbert ~~system”~~Klebl ~~formerly~~to collaborate on the development of the 4-plex in Arvada, Colorado. Mr. Klebl is a co-founder of the GSP ~~system)~~technology and is ~~based~~the onDevelopment ~~combining~~Director ~~solar~~for ~~power~~the Company. Per the agreement, the Company or its newly formed subsidiary, Sustainable Housing Development Corporation, will be named developer of the property and ~~other~~Mr. ~~energy~~Klebl ~~efficient~~will ~~technologies~~be ~~into~~the primary manager of the project. Mr. Klebl paid for the ~~one~~land ~~fully~~on ~~integrated~~which ~~system~~the project will be built and contributed the property to the Company’s subsidiary. The ~~SGH~~Company ~~system~~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 ~~designed~~to be built will revert to ~~significantly~~Mr. ~~reduce~~Klebl. ~~energy~~Subsequent ~~consumption~~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 ~~associated~~any ~~carbon~~advances ~~emissions~~toward inthe project. The ~~residences~~profits from the sale of the 4-plex, if any, will be allocated 75% to Mr. Klebl and ~~commercial~~25% ~~buildings~~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.

~~The SGH system is:~~F-9

·Item ~~Powered~~2. byManagement’s ~~solar~~Discussion ~~photovoltaics~~ and isAnalysis ~~managed~~of ~~with~~Financial ~~direct~~Conditions ~~current~~and ~~advanced~~Results ~~energy~~of ~~management controls · Uses:~~Operations

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

We ~~plan~~were toincorporated ~~use~~in ~~a national~~Colorado ~~network~~on ofDecember ~~solar~~2, ~~contractors~~2020. ~~throughout~~We ~~the~~acquired USall rights to ~~market~~what ~~and~~we ~~install~~formerly called the ~~SGH~~GSP system ~~directly~~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 ~~homeowners~~FWAV. FWAV has distributed (“Spin-Off”) these shares to its shareholders.

We ~~plan~~also toassumed ~~use~~all ~~independent~~liabilities ~~subcontractors~~(approximately to$380,000) ~~replace~~associated awith ~~home’s~~seven ~~existing~~consulting ~~heating~~agreements ~~and~~previously ~~air~~signed ~~conditioning~~by ~~system~~FWAV. The agreements with the ~~SGH~~consultants ~~system.~~generally provided ~~We estimate~~ that the ~~removal of~~consultants anwould ~~existing~~advise ~~HVAC~~FWAV ~~system~~in ~~and~~matters concerning the ~~installation~~development of the ~~SGH~~GSP ~~system~~systems ~~will~~in ~~cost~~newly ~~approximately~~built ~~$75,000~~and ~~after~~existing ~~tax~~residences as ~~credits~~well as new apartments and ~~require~~commercial buildings. Although these consulting agreements have since expired, we still owe approximately 20$380,000 ~~days~~ to ~~complete~~the former consultants.

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

WeThe ~~believe~~SmartGreen™ ~~the~~Home system (“SGH system ~~represents~~” anformerly ~~important~~the ~~advancement~~GSP insystem) ~~the~~is ~~way~~based ~~homes~~on ~~are~~combining ~~cooled,~~solar ~~heated~~power and ~~powered~~other ~~and~~energy ~~that~~efficient ~~the~~technologies ~~market~~into one ~~for~~fully ~~the~~integrated system. The SGH system ~~will~~is bedesigned ~~substantial~~to significantly reduce energy consumption and associated carbon emissions in residences and commercial buildings.

WeThe ~~also~~SGH ~~are marketing the SmartGreen™ Home~~ system ~~in neighborhoods.~~is:

As· ofPowered ~~September~~by ~~30,~~solar ~~2023~~photovoltaics ~~we were~~and inis ~~the~~managed ~~development~~with ~~stage.~~direct current advanced energy management controls · Uses:

1° Geothermal heating and cooling ° Efficient HVAC; ° LED lighting; ° Solar energy for hot water heating; ° Improved insulation; and ° Advanced air filtration and ventilation.

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

~~Material~~We ~~changes~~plan into ~~the~~use ~~line~~independent ~~items~~subcontractors into ~~our~~replace ~~Statement~~a ofhome’s ~~Income~~existing ~~for~~heating and air conditioning system with the ~~nine~~SGH ~~months~~system. ~~ended~~We ~~September30,~~estimate ~~2023~~that asthe ~~compared~~removal of toan existing HVAC system and the ~~same~~installation ~~period~~of ~~last~~the ~~year~~SGH system will cost approximately $75,000 ~~are~~after ~~discussed~~tax ~~below:~~credits and require approximately 20 days to complete.

~~Item~~It ~~Increase~~is ~~(I)~~believed orthe ~~Decrease~~installation of ~~(D)~~the ~~Reason~~SGH ~~General~~system ~~and~~will ~~Administrative~~result ~~Expenses~~in Ia ~~Increase~~more invaluable, ~~stock~~cleaner ~~based~~and ~~compensation~~healthier ~~Interest~~home ~~Expense~~and Iis ~~Increase~~highly ineconomic ~~interest~~for ~~bearing~~the ~~debt~~homeowner.

~~The~~We ~~factors~~believe ~~that~~the ~~will~~SGH ~~most~~system ~~significantly~~represents ~~affect~~an ~~future~~important ~~operating~~advancement ~~results~~in the way homes are: cooled, heated and powered and that the market for the SGH system will be substantial.

·We ~~Timing~~also ofare ~~raising~~marketing ~~capital~~the SmartGreen™ toHome ~~fund~~system ~~future~~in ~~product development and customer acquisition · Supply chain cost increases and timing issues · Competition · Ability to find workers~~neighborhoods.

~~Other~~As ~~than the foregoing we do not know~~ of ~~any~~March ~~trends~~31, ~~events~~2024 orwe ~~uncertainties~~were in ~~that~~the ~~have~~development ~~had, or are reasonably expected to have, a material impact on our revenues or expenses~~stage.

~~Liquidity and Capital Resources~~1

~~Our~~Results ~~sources and (uses)~~ of ~~cash~~ ~~for the nine months ended September 30, 2023 and 2022 were:~~Operations

	2023			2022
	$			$
Cash used in operations		(269,456	)		(728,937	)
Proceeds from advances		39,300			1,000
Repayment of advances		(1,595	)		(31,780	)
Repayment of note		(8,200	)		(3,439	)
Proceeds from sale of convertible notes		240,000			745,000
Proceeds from subscription receivable		–			975
Proceeds from sale of common stock and warrants		–			283

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:

~~Our~~Item ~~projected~~Increase ~~capital~~(I) ~~requirements for~~or ~~the~~Decrease ~~twelve~~(D) ~~months~~Reason ~~ending~~General ~~September~~and ~~30,~~Administrative ~~2024~~Expenses ~~are:~~D Decrease in stock based compensation Interest Expense I Increase in interest bearing debt

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

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

~~The~~· ~~funding~~Timing ~~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.~~raising ~~There~~capital ~~is no assurance that we will be able~~ to ~~maintain~~fund ~~operations~~future atproduct adevelopment ~~level~~and ~~sufficient~~customer ~~for~~acquisition ~~investors~~· toSupply ~~obtain~~chain acost ~~return on~~increases ~~their~~and ~~investment~~timing inissues ~~our~~· ~~common~~Competition ~~stock.~~· ~~Further,~~Ability ~~we may continue~~ to befind ~~unprofitable.~~workers

2Other 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.

~~Other~~Liquidity ~~than~~and asCapital ~~disclosed above, we do not anticipate any material capital requirements for the twelve months ending September 30, 2024.~~Resources

~~Other~~Our ~~than~~sources asand ~~disclosed~~(uses) ~~above,~~of wecash dofor ~~not~~the ~~know~~three ofmonths ~~any~~ended ~~trends,~~March ~~demands,~~31. ~~commitments,~~2024 ~~events~~and or2023 ~~uncertainties that will result in, or that are reasonable likely to result in, our liquidity increasing or decreasing in any material way.~~were:

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

	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			–

WeOur doprojected ~~not~~capital ~~have any commitments~~requirements orfor ~~arrangements~~the ~~from~~twelve ~~any~~months ~~person~~ending toMarch ~~provide~~31, us2025 ~~with any equity capital.~~are:

Contractual Obligations

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

AsThe offunding ~~September~~we 30require may be raised through equity financing, ~~2023~~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 ~~did~~on ~~not~~their ~~have~~investment ~~any~~in ~~material~~our ~~capital~~common ~~commitments~~stock. Further, we may continue to be unprofitable.

~~Off-Balance~~Other ~~Sheet~~than ~~Arrangements~~as disclosed above, we do not anticipate any material capital requirements for the twelve months ending March 31, 2025.

~~None~~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.

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

~~The~~We 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 September 30, 2023, we~~ have ~~had~~any ~~no revenue~~commitments 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 toarrangements ~~obtain the necessary financing to meet our obligations and repay our liabilities arising~~ from ~~normal~~any ~~business~~person ~~operations when they come due. Management has no formal plan in place~~ to ~~address~~provide ~~this~~us ~~concern~~with ~~but~~any ~~considers that we will be able to obtain additional funds by~~ equity ~~financing and/or related party advances~~capital.

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.2

~~Significant~~Contractual ~~Accounting Policies~~Obligations

~~See~~As ~~Note 1 to the Consolidated Financial Statements included as part~~ of ~~this~~March ~~report~~31, ~~for~~2024 awe ~~description~~did not ofhave ~~our~~any ~~Significant~~material ~~Accounting~~capital ~~Policies~~commitments.

~~Item~~Off-Balance 4.Sheet ~~Controls and Procedures~~Arrangements

~~Evaluation of Disclosure Controls and Procedures~~None.

~~Under~~Going 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 September 30, 2023. 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 September 30, 2023.Concern

~~Changes~~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 ~~Internal~~the ~~Control~~development ~~over~~of ~~Financial~~our business, all of which ~~Reporting~~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 ~~was~~is no ~~change~~assurance inthat we ~~the~~will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet ~~Company’s~~our ~~internal~~immediate ~~control~~and ~~over~~long-term financial ~~reporting~~requirements. There can be no assurance that ~~occurred~~additional ~~during~~financing ~~the~~will ~~three~~be ~~months~~available ~~ended~~to ~~September~~us 30when needed or, ~~2023~~if available, that ~~has~~it ~~materially~~can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a ~~affected~~timely basis, orwe iswill ~~reasonably~~be ~~likely~~forced to ~~materially~~scale ~~affect,~~down ~~the~~or ~~Company’s~~perhaps ~~internal~~even ~~control~~cease ~~over~~the ~~financial~~operation ~~reporting~~of our business.

3Significant Accounting Policies

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

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

Item 4.

Controls and Procedures

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).

Evaluation of Disclosure Controls and Procedures

*Under ~~Incorporated~~the bydirection ~~reference~~and towith the participation of the ~~same~~Company’s ~~exhibit~~management, including the Company’s Chief Executive and Chief Financial Officer, the Company ~~filed~~has ~~with~~conducted ~~Amendment~~an Noevaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of March 31, 2024. 1The 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 ~~registration~~management, including ~~statement~~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 ~~Form~~the ~~S-1~~evaluation, ~~(File~~the #Chief ~~333-255887)~~Executive and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2024.

4Changes in Internal Control over Financial Reporting

~~SIGNATURES~~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.

~~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.~~3

DATED: November 1, 2023	GEOSOLAR TECHNOLOGIES, INC.
	By: /s/ A. Stone Douglass
	A. Stone Douglass, Principal Executive,
	Financial and Accounting Officer

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).

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

Filing Compare · GeoSolar Technologies, Inc.