UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the year ended December 31, 2025

☐ Transition Report Under Section 13 or 15(d) of the Securities Exchange Act Of 1934

For the transition period from __________ to __________

Commission File Number: 000-56721

GEOSOLAR TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Colorado

85-4106353

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

115 Lincoln Avenue, Hasbrouch Heights, NJ 07604

Address 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		Name of each exchange on which registered
None		N/A		N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing 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 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 such files). Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes ☐ No ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

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

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2025 was approximately $345,000.

State the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date: 65,552,040 shares of common stock as of March 31, 2026.

Table of Contents

	Page

PART I	1
Item 1 Business	1
Item 1A Risk Factors	8
Item 1C Cybersecurity	11
Item 2 Properties	12
Item 3 Legal Proceedings	12
Item 4 Mine Safety Disclosures	12

PART II	13
Item 5 Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	13
Item 6 Selected Financial Data	14
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A Qualitative and Qualitative Disclosures about Market Risk	15
Item 8 Financial Statements	15
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	16
Item 9A Controls and Procedures	16
Item 9B Other Information	16
Item 9C Disclosures regarding foreign jurisdictions that prevent inspections	16

PART III	17
Item 10 Directors, Executive Officers and Corporate Governance	17
Item 11 Executive Compensation	18
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23
Item 13 Certain Relationships and Related Transactions and Director Independence	24
Item 14 Principal Accountant Fees and Services	24

PART IV	25
Item 15 Exhibits and Financial Statement Schedules	25
Item 16 Form 10-K Summary	25

PART I

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “projects,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Other uncertainties that could affect the accuracy of forward-looking statements include:

	·	Technological changes in the solar energy industry;
	·	Our operating costs and other costs of doing business;
	·	Access to and availability of materials, equipment, supplies, labor and supervision, power and water;
	·	Results of current and future feasibility studies;
	·	The level of demand for our solar energy systems;
	·	Changes in our business strategy, plans and goals; and
	·	Acts of God such as floods, earthquakes, and any other natural disasters.

This list, together with the factors identified in the Risk Factors section of this report, is not exhaustive of the factors that may affect any of our forward-looking statements. You should read this report completely and with the understanding that our actual future results may be materially different from what we expect. These forward-looking statements represent our beliefs, expectations, and opinions only as of the date of this report. We do not intend to update these forward-looking statements except as required by law. We qualify all of our forward-looking statements by these cautionary statements.

ITEM 1.

BUSINESS

We were incorporated in Colorado on December 2, 2020 and acquired all rights to the GSP system on March 9, 2021 in return for the issuance of 10,000,000 shares of our common stock to Fourth Wave Energy, Inc. Fourth Wave distributed (“Spun-Off”) these shares to its shareholders based on approximately one share of the Company’s common stock for every four shares held by a Fourth Wave shareholder.

The Company also assumed all liabilities (approximately $380,000) associated with consulting agreements previously signed by Fourth Wave.

Solar Energy Overview

Solar power is energy from the sun that is converted into thermal or electrical energy. Solar energy is the cleanest and most abundant renewable energy source available. Solar technologies can harness this energy for a variety of uses, including generating electricity, providing light or a comfortable interior environment, and heating water for domestic, commercial, or industrial use.

There are three main ways to harness solar energy: photovoltaic, solar heating and cooling, and concentrating solar power. Photovoltaics generate electricity directly from sunlight via an electronic process and can be used to power anything from small electronics such as calculators and road signs up to homes and large commercial businesses. Solar heating and cooling (SHC) and concentrating solar power (CSP) applications both use the heat generated by the sun to provide space or water heating in the case of SHC systems, or to run traditional electricity-generating turbines in the case of CSP power plants.

Solar energy is a very flexible energy technology: it can be built as distributed generation (located at or near the point of use) or as a central station, utility-scale solar power plant (similar to traditional power plants). Both methods can also store the energy they produce for distribution after the sun sets, using new solar and storage technologies.

In the last decade alone, solar has experienced an average annual growth rate of 22%, according to the Solar Energy Industries Association (SEIA). Thanks to strong federal policies like the solar Investment Tax Credit, rapidly declining costs, and increasing demand across the private and public sector for clean electricity, there are now nearly 179 gigawatts (GW) of solar capacity installed nationwide, enough to power 33 million homes.

The cost to install solar has dropped by more than 40% over the last decade, leading the industry to expand into new markets and deploy thousands of systems nationwide.

Solar has ranked first or second in new electric capacity additions in each of the last years. Solar’s increasing competitiveness against other technologies has allowed it to quickly increase its share of total U.S. electrical generation. An average-sized residential system has dropped from a pre-incentive price of $40,000 in 2010 to roughly $25,000 today, while recent utility-scale prices range from $16/MWh - $35/MWh, competitive with all other forms of generation according to the SEIA.

Homeowners and businesses are increasingly demanding solar systems that are paired with battery storage. While this pairing is still relatively new, the growth over the next five years is expected to be significant. By 2025, more than 25% of all behind-the-meter solar systems will be paired with storage, compared to under 5% in 2019.

The SmartGreen™ Home System

The Company has developed, field tested and filed a patent application for a whole-home turnkey sustainable energy product branded as the SmartGreen™ Home system (formerly known as the GSP system) that the management team believes has significant advantages in the retrofit of existing carbon powered homes to clean electric.

The SmartGreen™ Home system (“SGH”) is based on integration of the latest clean energy technology, including solar, geothermal, high-performance heat pumps, and other clean- energy technologies into one fully integrated system that can even include the electric vehicle.

The Company’s management believes that many of the 125 million homes currently powered by carbon will be converted to electricity over the next decade.

The urgency of the climate crisis and the new $360 billion Inflation Reduction Act (IRA) bill have dramatically accelerated the shift to all-electric homes. This is emerging as one of the fastest growing segments of the decarbonization movement and represents a multibillion-dollar market opportunity.

We believe the SGH system represents the way all new and millions of existing homes will be powered in the near future.

Rendering of the SmartGreen™ Home System

The Company’s management believes the movement to all electric homes is emerging as the fastest growing segment of the decarbonization movement and represents a multibillion-dollar market opportunity.

Our SmartGreen™ Home system combines the powerful natural energy from solar and geothermal sources - energy radiated from the earth’s core - with electric heat pumps, air purification and monitoring, backup battery storage, all electric appliances, electric vehicle charging and a home automation central software system that operates every component for powering the home.

The entire system installs quickly and improves the home value from day one. We know of no other company that has the complete turnkey whole home system that the Company is launching.

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

The SmartGreen™ Home system is powered by solar electric powered by photovoltaics and is managed with advanced energy management controls. It includes:

	·	Geothermal ground-sourced heating and cooling
	·	Highly efficient two-way heat pumps that heat and cool.
	·	LED lighting
	·	Solar energy for hot water heating
	·	Improved insulation and whole hole air tightening
	·	Advanced air filtration and ventilation
	·	An AI controlled control system that manages the entire system

We estimate that the removal of an existing HVAC system and the installation of the SmartGreen™ Home system will be approximately $65,000 after tax credits and require approximately 20 days to complete.

We believe the installation of the SmartGreen™ Home system:

	·	will result in a more valuable, cleaner and healthier home,
	·	is highly economic for the homeowner, and
	·	represents an important advancement in the way homes are cooled, heated and powered

SmartGreen™ Buildings

In addition to the home market segment, the Company is preparing to enter the commercial market to provide a similar model and services as the SmartGreen™ Home for small and medium sized apartment buildings, office buildings, golf courses, schools, government buildings, and more to modern and sustainable green energy sources. The strategy will leverage the Company’s SmartGreen™ platform leveraging a combination of geothermal wells with solar and air purification systems to deliver a whole building approach that will lead to reduced energy costs and healthier apartments, offices, and the environment.

Beyond the quality of life improvements that cleaner buildings provide (including healthier employees/tenants) the Company’s home base of Denver has become one of the first major cities to adopt a carbon tax on older carbon-dependent buildings. The Company believes it is positioned to help these building owners and their commercial buildings decarbonize ahead of planned 2025 fines. The ordinance, known as Energize Denver is focused on the lowering of carbon emissions and electrification of older Denver buildings with a grand vision of 40,000 buildings reaching zero-emissions by 2030.

Geothermal Heat Pump Overview

A geothermal heat pump system is an electrically powered heating and cooling system that transfers heat between your house and the earth using fluid circulated through long loops of underground pipes. In principle, a geothermal heat pump functions like a conventional heat pump, by using high-pressure refrigerant to capture and move heat between indoors and out. The difference is that conventional systems gather their heat—and get rid of it—through the outside air. Geothermal systems, in contrast, transfer heat through long loops of liquid-filled pipes buried in the ground.

As with ordinary heat pumps, the refrigerant in a geothermal heat pump runs in a loop through a compressor, condenser, expansion valve, and evaporator, collecting heat at one end and giving it up at the other. The direction of refrigerant flow, which is controlled by the reversing valve, determines whether heat is moving into the house in winter or being pulled out of it in summer.

With the addition of a desuperheater, residual warmth from the system can also supplement a conventional water heater, further reducing energy bills.

We believe that the SmartGreen™ Home system will be an integral part of making homes more efficient, as this will potentially cut home heating and cooling bills by an estimated 30 to 70 percent. Further benefits will include the elimination of noisy outdoor compressors and fans. Lastly, and for the benefit of the earth, the geothermal heating and cooling will reduce greenhouse gas emissions by greatly reducing the amount of gas and energy people use to heat and cool homes.

A diagram of a house

AI-generated content may be incorrect.

Example of Geothermal Heating and Cooling Diagram as Used In The SmartGreen™ Home

We will install an indoor heat pump which will use a basic refrigeration cycle—evaporation, compression, condensation, and expansion—to capture and disburse heat from and to the ground to warm the house in winter and cool it in summer. We estimate that it will cost around $15,000–$20,000 to install each system, including ground loops, heat pump, and controls.

A geothermal heating system is not difficult to retrofit with a standard heating ventilation and air conditioning system to a ground-source system, as long as burying the ground loop is feasible. A house will need air ducts to distribute cool air on hot days. Those same ducts can provide warm air in winter.

Some geothermal heat pumps can hook up to an existing air handler, other units come with their own integral air handler. Houses with hot-water heating can use geothermal systems, too, although additional radiators may be needed because these systems do not reach the higher temperatures of fuel-fired boilers.

Upon installation we will need to bury approximately 1,500 to 1,800 feet for a typical 2,000-square-foot home. This can be done generally in several ways. The first set up would be for a house on a large property where we could bury the pipes horizontally in approximately four-foot-deep trenches around the property, the second method would be used for houses on smaller properties or properties that are not good for trenching, in that instance we would need to drill several holes approximately three hundred feet straight down into the ground, and a third method would be available if there was an adequate sized body of water close to the home, in that situation we could run the pipes and coil them at the bottom of the pond. In the second method the drilling of the holes would add approximately 50% to the cost of installation.

We plan to use super-efficient geothermal heat pumps. These heat pumps will provide clean, quiet heating and cooling while potentially cutting utility bills by up to 70 percent.

It is estimated that it takes only one kilowatt-hour of electricity for a geothermal heat pump to produce nearly 12,000 BTUs of cooling or heating. (To produce the same number of BTUs, a standard heat pump on a 95-degree day consumes 2.2 kilowatt-hours.) Geothermal systems are twice as efficient as the top-rated air conditioners and almost 50 percent more efficient than the best gas furnaces, all year round.

Another advantage is that there is no need for a noisy outdoor fan to move air through the compressor coils. Geothermal units simply pump liquid, so they can be placed indoors, safe from the elements. Most geothermal units come with 10-year warranties, but they can last much longer.

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

We believe the SmartGreen™ Home system represents an important advancement in the way homes are cooled, heated and powered and that the market for the SmartGreen™ Home system is substantial.

Homeowners also have the option for an air-sourced heat pump, which does not require drilling (saving $30,000 or more) and we believe that current pricing trends will make these as cost-effective as a furnace or central air replacement during its normal replacement lifespan.

SmartGreen OS™

The Company has made a sizable investment in building a platform that integrates our system and makes it easier to execute the planning process of a SmartGreen retrofit, for both our engineers and homeowners. We call this platform SmartGreen OS™. SmartGreen OS™ is the cutting-edge platform powering GeoSolar Technologies, transforming how homes and businesses adopt and manage clean energy solutions. Designed to simplify the journey to energy independence and sustainability, SmartGreen OS™ streamlines project execution, enhances customer engagement, and maximizes energy efficiency through AI-driven intelligence. The Company filed for a patent on this platform in November 2024.

Sales and Marketing

The renewable energy and efficiency market involves suppliers, distributors, manufacturers, and contractors; therefore, we plan to establish and maintain loyal business relationships with all parties.

Technology for solar modules, battery storage, and energy efficiency products is constantly advancing, making it more affordable to create a more clean and sustainable energy. Renewable energy is one of the fastest growing industries worldwide. Showing continued growth from solar photovoltaic systems to electrification of vehicles. Due to the ever-changing climate, we will strive to stay relevant and adapt to ongoing environmental and regulatory changes and continuing to expand our business model to branch out with complimentary services.

Competition

The markets we plan to serve are highly fragmented with numerous small and regional participants and several large nationally based companies. Competition in the markets we plan to serve will be based on a number of considerations, including our ability to excel at timeliness of delivery, technology, applications experience, know-how, reputation, product warranties, service and price. Demand for our products can vary period over period depending on conditions in the markets we serve. We believe our future product quality reliability, and safety supported by advanced manufacturing and operational excellence will differentiate us from many of our competitors, including those competitors who often offer products at a lower price.

Overall, the competitive environment of the renewable energy industry is very tense despite its market size. The Company competes with other distributors, installers such as Vivint, Tesla, SunPower, Sunnova, and many companies that install geothermal pumps and piping such as WaterFurnace and Dandelion Energy, to name some of the other renewable energy companies that are currently in our industry. These competitors possess significantly greater financial and non-financial resources, manufacturing capacity, well established business models and distribution channels and branding.

Patents and Trademarks

The trademarks currently owned by the Company, and for which it intends to seek federal transaction registration are the marks, GeoSolar Technologies (and its design), SmartGreen™ Home, and Leading the Clean Electric Home Revolution™. The Company may federally register other trademarks in the future as the need arises. The Company on May 17, 2021, applied for a United States Patent on its System to Decarbonize, Ventilate and Electrify a Dwelling. This application is currently in review with the United States Patent and Trademark Office.

Additionally, on November 27, 2024, we filed a patent application titled “Energy System Analysis, Planning, Installation Scheduling, and Management” for the platform we refer to as SmartGreen OS. The functions of this system are mentioned earlier in this filing. This application is currently in review with the United States Patent and Trademark Office.

Regulation

We face extensive government regulation both within and outside the U.S. relating to the development, installation, marketing, sale and distribution of our renewable energy products, software and services. The following sections describe certain significant regulations that we are subject to. These are not the only regulations that our businesses must comply with. For a description of risks related to the regulations that our businesses are subject to, please refer to the section entitled “Risk Factors".

We are not a “regulated utility” in the United States under applicable national, state or other local regulatory regimes where we conduct business.

To operate our systems we obtain interconnection agreements from the applicable local primary electricity utility. Depending on the size of the solar energy system and local law requirements, interconnection agreements are between the local utility and either us or our customer. In almost all cases, interconnection agreements are standard form agreements that have been pre-approved by the local public utility commission or other regulatory body with jurisdiction over interconnection agreements. As such, no additional regulatory approvals are required once interconnection agreements are signed. We maintain a utility administration function, with primary responsibility for engaging with utilities and ensuring our compliance with interconnection rules.

Our operations are subject to stringent and complex federal, state and local laws and regulations governing the occupational health and safety of our employees and wage regulations. For example, we are subject to the requirements of the federal Occupational Safety and Health Act, as amended, or OSHA, and comparable state laws that protect and regulate employee health and safety.

Federal and/or state prevailing wage requirements, which generally apply to any “public works” construction project that receives public funds, may apply to installations of our solar energy systems on government facilities. The prevailing wage is the basic hourly rate paid on public works projects to a majority of workers engaged in a particular craft, classification or type of work within a particular area. Prevailing wage requirements are established and enforced by regulatory agencies. Our Sole Officer and Director monitor and coordinate our continuing compliance with these regulations.

Seasonality

We do not expect any seasonality in our business.

Other Information

As of the date of this report, we had three employees. It is expected that we will expand our management team significantly upon the receipt of additional funding.

Our offices are located at 1400 16^th Street, Ste. 400, Denver, CO 80202 under a renewable month to month lease at a cost of approximately $300 per month.

As of the date of this report we were in the development stage and had not generated any material revenue.

ITEM 1A.

RISK FACTORS

Investing in our common stock involves certain risks, including those described below, which could adversely affect the value of the Company’s common stock. The Company does not make, nor has it authorized any other person to make, any representation about the future market value of the Company’s common stock or warrants. In addition to the other information contained in this report, the following factors should be considered carefully in evaluating an investment in the Company’s securities.

The Company has only a limited operating history with respect to its new business and may never be profitable.

Since the Company has only a limited operating history, it is difficult for potential investors to evaluate the Company’s future report. The Company will need to raise enough capital to be able to fund its operations. There can be no assurance that the Company will be profitable or that the Company's securities will have any value.

Any forecasts the Company makes concerning its operations may prove to be inaccurate. The Company’s prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in the early stage of development.

As of the date of this report, the Company had performed four SmartGreen Home™ retrofits. The first SmartGreen Home™ system we installed was to test the system in a "live" environment and the amount we received for installing the system was credited to research and development expenses. The remaining were performed in 2024 as we exited our R&D phase and entered production. There can be no assurance that the Company will generate any material profit from the sale of the Company's SmartGreen Home™.

We have a history of losses and have just begun generating revenue.

During the year ended December 31, 2025, we had a net loss of $3,832,659. Since our inception (December 2, 2020) through December 31, 2025, we have generated only limited revenue. There can be no assurance that we will ever be profitable.

The Company needs capital to implement its business plan.

The Company needs capital in order to operate. The Company does not know what the terms of any future capital raising may be, but any future sale of the Company’s equity securities will dilute the ownership of existing stockholders and could be at prices substantially below the market price of the Company's common stock, should be a public market ever develop for the Company's common stock. The failure of the Company to obtain the capital which it requires may result in the slower implementation of the Company’s business plan.

Expiration of Tax Credits

The sale of solar and geothermal energy systems has benefitted from federal investment tax credits which lowers the effective cost of these systems to homeowners. However, these tax credits are set to expire in 2032. Although there is hope that these tax credits will be extended, there can be no assurance that they will be extended in which case the net cost of the SmartGreen Home™ system to the homeowner will increase significantly.

Our business and results of operations are dependent on the availability, skill and performance of subcontractors.

We will use subcontractors to install our SmartGreen™ Home systems. Accordingly, the timing and quality of our installations will depend on the availability and skill of our subcontractors. While we anticipate being able to obtain sufficient materials and reliable subcontractors, we do not have any contractual commitments with any subcontractors, and we can provide no assurance that skilled subcontractors will be available at reasonable rates. The inability to contract with skilled subcontractors at reasonable rates on a timely basis could have a material adverse effect on our business.

We may discover that our subcontractors have engaged in improper construction practices or have installed defective materials. When we discover these issues, we will use other subcontractors to make repairs as required by law. The costs of repairs in these instances may be significant and we may be unable to recover the costs of repairs from subcontractors, suppliers and insurers, which could have a material impact on our business. We may also suffer damage to our reputation from the actions of subcontractors, which are beyond our control.

The clean energy industry is highly competitive and if our competitors are more successful or offer better value to our customers, our business could decline.

We will operate in a very competitive environment. Additionally, there are relatively low barriers to entry into our business. We will compete with large national and regional companies, almost all of which have greater financial and operational resources than we have, and with smaller local companies. We may be at a competitive disadvantage with regard to certain large national and regional competitors whose operations are more geographically diversified than ours, as these competitors may be better able to withstand any regional economic downturn. All of our competitors have longer operating histories and longstanding relationships with subcontractors and suppliers. This may give our competitors an advantage in marketing their products and securing materials and labor at lower prices.

If we are unable to compete effectively, our results of operations and financial condition will be adversely affected. We can provide no assurance that we will be able to compete successfully.

We will be subject to warranty and liability claims arising in the ordinary course of business that can be significant.

We will be subject to construction defect, product liability and home and other warranty claims, including moisture intrusion and related claims, arising in the ordinary course of business. These claims are common to the construction industry and can be costly. There can be no assurance that the installation of our GSP systems will be free from defects once completed and any defects attributable to us may lead to significant contractual or other liabilities. We will maintain, and require our subcontractors to maintain, general liability insurance (including construction defect and bodily injury coverage) and workers’ compensation insurance and generally seek to require our subcontractors to indemnify us for liabilities arising from their work. While these insurance policies, subject to deductibles and other coverage limits, and indemnities protect us against a portion of our risk of loss from claims related to our activities, we cannot provide assurance that these insurance policies and indemnities will be adequate to address all our warranty, product liability and construction defect claims in the future, or that any potential inadequacies will not have an adverse effect on our business. Additionally, the coverage offered by and the availability of general liability insurance for construction defects are currently limited and costly. We cannot provide assurance that coverage will not be further restricted, increasing our risks and financial exposure to claims, and/or become costlier.

Potential competitors could duplicate our business model.

There is no aspect of our business which is protected by patents, copyrights, trademarks, or trade names at this time. As a result, potential competitors could duplicate our business model with little effort. Although we plan to file for federal patent protection on the SmartGreen™ Home system, there are no assurances the patents will be issued.

We may not be able to effectively manage our growth, which would impair our results of operations.

The Company intends to expand the scope of its operating activities significantly. If the Company is successful in executing its business plan, it will experience business growth that could place a significant strain on operations, finances, management, and other resources.

The ability to effectively manage growth may require the Company to substantially expand the capabilities of administrative and operational resources and to attract, train, manage, and retain qualified management and other personnel. There can be no assurance that the Company will be successful in recruiting and retaining new employees or retaining existing employees.

The Company cannot provide assurances that management will be able to manage this growth effectively. The failure to successfully manage growth could materially adversely affect its business, financial condition or results of operations.

The Company is dependent on its management and the loss of any of its officers could harm the Company’s business.

The Company’s future success depends largely upon the experience, skill, and contacts of the Company’s officers. The loss of the services of these officers may have a material adverse effect upon the Company’s business.

We may become subject to litigation, which could materially and adversely affect us.

In the future, we may become subject to litigation or enforcement actions, including claims relating to our operations, securities offerings and otherwise in the ordinary course of business. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. We cannot be certain of the ultimate outcomes of any claims that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments and settlements exceed insured levels, could adversely impact our earnings and cash flows. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, expose us to increased risks that would be uninsured, and materially and adversely impact our ability to attract directors and officers.

As of the date of this report there was only a limited public market for our common stock.

Our common stock began trading in the over-the-counter market on November 20, 2023. Since then, there has only been a limited market in our common stock. As a result, you may be unable to sell your shares of our common stock.

Disclosure requirements pertaining to penny stocks may reduce the level of trading activity for our common stock if and when it is publicly-traded.

Trades of the Company’s common stock are subject to Rule 15g-9 of the Securities and Exchange Commission, which rule imposes certain requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, brokers/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the transaction prior to sale. The Securities and Exchange Commission also has rules that regulate broker/dealer practices in connection with transactions in "penny stocks". Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker/ dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation.

You may have difficulty depositing your shares with a broker or selling shares of our common stock.

Many securities brokers will not accept securities for deposits and will not sell securities which:

	·	are considered penny stocks or
	·	trade in the over-the-counter market

Further, for a securities broker which will, under certain circumstances, sell securities which fall under any or all of the categories listed above, the customer, before the securities broker will accept the shares for deposit, must often complete a questionnaire detailing how the customer acquired the shares, provide the securities broker with an opinion of an attorney concerning the ability of the shares to be sold in the public market, and pay a “legal review” fee which in some cases can exceed $1,000.

For these reasons, holders of our common stock have difficulty selling shares of our common stock.

We are an Emerging Growth Company, subject to less stringent reporting and regulatory requirements of other publicly held companies and this status may have an adverse effect on our ability to attract interest in our common stock.

We are an Emerging Growth Company as defined in the JOBS Act. As long as we remain an Emerging Growth Company, we may take advantage of certain exemptions from various reporting and regulatory requirements that are applicable to other public companies that are not emerging growth companies. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile.

We are dependent on our management team and the loss of any of these individuals would harm our business.

Our future success depends largely upon the management experience, skill, and contacts of our officers and directors. The loss of the services of either of these officers, whether as a result of death, disability or otherwise, may have a material adverse effect upon our business.

We may issue shares of preferred stock that would have a liquidation preference to our common stock.

Our articles of incorporation currently authorize the issuance of 20,000,000 shares of our preferred stock. The board has the power to issue shares without shareholder approval, and such shares can be issued with such rights, preferences, and limitations as may be determined by our board of directors. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of any holders of preferred stock that may be issued in the future. We presently have no commitments or contracts to issue any shares of preferred stock. Authorized and unissued preferred stock could delay, discourage, hinder or preclude an unsolicited acquisition of our company, could make it less likely that shareholders receive a premium for their shares as a result of any such attempt, and could adversely affect the market prices of, and the voting and other rights, of the holders of outstanding shares of our common stock.

ITEM 1C.

CYBERSECURITY

Risk Management and Strategy

Companies such as ours face a variety of risks, including financial reporting, legal, credit, liquidity, operational, health, safety and cybersecurity risks. The Board believes an effective risk management system will (1) identify the material risks that we face in a timely manner, (2) communicate necessary information with respect to material risks to senior executives and, as appropriate, to our directors (3) implement or oversee implementation of appropriate and responsive risk management and mitigation strategies consistent with our risk profile, and (4) integrate risk management into our decision-making.

Our Board oversees risk management after receiving briefings from advisors and also based on its own analysis and conclusions regarding the adequacy of our risk management processes. The Board continuously evaluates and manages material risks including geopolitical and enterprise risks, financial risks, environmental risks, health and safety risks and cybersecurity risks.

Daniel Chartock, our Chief Growth Officer and Executive Vice President of Operations, is responsible for assessing and managing cybersecurity risks. Mr. Chartock is experienced in assessing and managing cybersecurity risks due to his 30+ years in information technology consulting.

To date we have not experienced any cybersecurity threats and any risks from cybersecurity threats have not materially affected, and are not reasonably likely to materially affect, our business strategy, results of operations, or financial condition.

ITEM 2.

PROPERTIES

None.

ITEM 3.

LEGAL PROCEEDINGS

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock began trading on the “Current Pink” platform maintained by the OTC Markets Group under the trading symbol “GSLR” on November 20, 2023.

Shown below is the range of high and low closing prices for our common stock as reported by the OTC Markets Group for the periods presented:

Quarter Ended	High	Low
March 31, 2024	0.432	0.045
June 30, 2024	0.200	0.025
September 30, 2024	0.160	0.008
December 31, 2024	0.027	0.004

March 31, 2025	0.008	0.004
June 30, 2025	0.009	0.004
September 30, 2025	0.013	0.005
December 31, 2025	0.012	0.012

Holders of our common stock are entitled to receive dividends as may be declared by the Board of Directors. Our Board of Directors is not restricted from paying any dividends but is not obligated to declare a dividend. No cash dividends have ever been declared and it is not anticipated that cash dividends will ever be paid. We currently intend to retain any future earnings to finance future growth. Any future determination to pay dividends will be at the discretion of our directors and will depend on our financial condition, results of operations, capital requirements and other factors the board of directors considers relevant.

Our Articles of Incorporation authorize the Board of Directors to issue up to 20,000,000 shares of preferred stock. The provisions in the Articles of Incorporation relating to the preferred stock allow our directors to issue preferred stock with multiple votes per share and dividend rights, which would have priority over any dividends paid to the holders of our common stock. The issuance of preferred stock with these rights may make the removal of management difficult even if the removal would be considered beneficial to shareholders generally, and will have the effect of limiting shareholder participation in certain transactions such as mergers or tender offers if these transactions are not favored by management.

As of the date of this report, we had approximately 200 shareholders of record and 65,552,040 outstanding shares of common stock.

Other Shares Which May Be Issued

The following table lists additional shares of our common stock which may be issued as the result of the conversion of notes or the exercise of outstanding options or warrants:

	Number of Shares	Note Reference
Senior convertible notes payable	101,577,669	Note 5
Stock warrants	–	Note 6
Stock options	10,350,000	Note 6

Shares Available for Sale Pursuant to Rule 144

As of the date of this report, we had 65,552,040 outstanding shares of common stock, of which approximately 55,350,000 shares were available for sale pursuant to Rule 144 of the Securities and Exchange Commission. Rule 144 provides, in essence, that a person who is not affiliated with the Company may, after six months from the date of acquisition, sell restricted securities without restriction, provided the Company files 10-K and 10-Q reports with the Securities and Exchange Commission and is current in its filings with the SEC.

ITEM 6.

SELECTED FINANCIAL DATA

Not applicable.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We were incorporated in Colorado on December 2, 2020. We are currently in the development stage and have earned only limited revenues.

Results of Operations

Material changes in the line items in our Statement of Operations for the year ended December 31, 2025 as compared to the same period last year, are discussed below:

Item	Increase (I) or Decrease (D)	Reason
Revenue	D	Increase due to sales from two customers in 2024.
General and Administrative Expenses	I	Increase due to costs for the development of the SmartGreen OS™ platform
Interest Expense	I	Increase due to outstanding interest bearing debt

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

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

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

Liquidity and Capital Resources

As of December 31, 2025, we had cash of $49 and a working capital deficit of $7,950,368. We have financed our cash requirements from the sale of common stock and by loans from non-affiliated third parties.

Our sources and (uses) of cash for the years ended December 31, 2025 and 2024 were:

	2025			2024
	$			$
Cash provided by (used) in operations		4,564			(63,929	)
Proceeds from advances, related party		–			3,495
Repayment of advances, related party		–			(3,200	)
Repayment of advances		(11,023	)		–
Repayment of note payable		(3,435	)		(11,691	)
Proceeds from sale of common stock and warrants		–			80,000

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

Other than as disclosed above, we do not anticipate any material capital requirements for the twelve months ending March 31, 2027.

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 Commitments and Obligations

As of December 31, 2025, we did not have any material contractual commitments or obligations.

Off-Balance Sheet Arrangements

None.

Significant Accounting Policies

For a discussion of our significant accounting policies please see Note 2 to the financial statements included as part of this report. Management determined there were no critical accounting policies.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets, liabilities and contingencies at the date of the financial statements as well as the reported amounts of expenses during the reporting period. As a result, management is required to routinely make judgments and estimates about the effects of matters that are inherently uncertain. Actual results may differ from these estimates under different conditions or assumptions. Management determined there were no critical accounting estimates.

Going Concern

The consolidated financial statements accompanying this 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 December 31, 2025, we have had only limited 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.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

GeoSolar Technologies, Inc.

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2025 and 2024

	Page Number

Consolidated Balance Sheets - December 31, 2025 and 2024 (Unaudited)	F-2

Consolidated Statements of Operations - for the years ended December 31, 2025 and 2024 (Unaudited)	F-3

Consolidated Statements of Changes in Stockholders’ Deficit - for the years ended December 31, 2025 and 2024 (Unaudited)	F-4

Consolidated Statement of Cash Flows for the years ended December 31, 2025 and 2024 (Unaudited)	F-5

Notes to Consolidated Financial Statements - Years Ended December 31, 2025 and 2024 (Unaudited)	F-6

F-1

GeoSolar Technologies, Inc.

Consolidated Balance Sheets

(Unaudited)


	December 31, 2025			December 31, 2024
ASSETS
Current assets:
Cash	$	49		$	9,943
Prepaid expenses		–			6,631
Total current assets		49			16,574

Noncurrent assets:
Deposit on software, related party		–			495,000
Land		464,741			464,741
Total noncurrent assets		464,741			959,741

Total assets	$	464,790		$	976,315

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	438,319		$	369,757
Accrued compensation		982,200			622,200
Accrued expenses		1,250,845			1,098,480
Accrued expenses, related party		1,327,802			290,138
Advances		494,741			494,741
Advances, related party		61,735			60,558
Note payable		–			4,601
Senior convertible notes payable, related party		2,159,775			749,795
Senior convertible notes payable		1,235,000			1,235,000
Total current liabilities		7,950,417			4,925,270
Total liabilities		7,950,417			4,925,270

Commitments		–			–

STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding		–			–
Common stock, $0.0001 par value, 200,000,000 shares authorized, 65,552,040 shares issued and outstanding		6,556			6,556
Additional paid in capital		10,827,416			10,531,429
Accumulated deficit		(18,319,599	)		(14,486,940	)
Total stockholders' deficit		(7,485,627	)		(3,948,955	)
Total liabilities and stockholders' deficit	$	464,790		$	976,315

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

F-2

GeoSolar Technologies, Inc.

Consolidated Statements of Operations

For the years ended December 31, 2025 and 2024

(Unaudited)


	December 31, 2025			December 31, 2024

Revenue	$	15,049		$	94,424
Total revenue		15,049			94,424

Cost of revenue		11,923			77,344
Total cost of revenue		11,923			77,344

Gross profit		3,126			17,080

Operating expenses:
General and administrative		3,473,449			1,291,526

Total operating expenses		3,473,449			1,291,526

Other expenses:

Interest expense		(362,336	)		(263,447	)

Total other expenses		(362,336	)		(263,447	)

Net loss	$	(3,832,659	)	$	(1,537,893	)

Net loss per common share:
Basic	$	(0.06	)	$	(0.02	)
Diluted	$	(0.06	)	$	(0.02	)

Weighted average common shares outstanding:
Basic		65,552,040			65,432,914
Diluted		65,552,040			65,432,914

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

F-3

GeoSolar Technologies, Inc.

Consolidated Statements of Changes in Stockholders’ Deficit

For the year ended December 31, 2025 and 2024

(Unaudited)


	Common Stock				Additional		Accumulated
	Shares		Amount		paid-in 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		514,073		–			514,123

Net loss		–		–		–		(1,537,893	)		(1,537,893	)

Balance, December 31, 2024		65,552,040		6,556		10,531,429		(14,486,940	)		(3,948,955	)

Stock based compensation		–		–		295,987		–			295,987

Net loss		–		–		–		(3,832,659	)		(3,832,659	)

Balance, December 31, 2025		65,552,040	$	6,556	$	10,827,416	$	(18,319,599	)	$	(7,485,627	)

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

F-4

GeoSolar Technologies, Inc.

Consolidated Statements of Cash Flows

For the years ended December 31, 2025 and 2024

(Unaudited)


	December 31, 2025			December 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,832,659	)	$	(1,537,893	)
Adjustment to reconcile net loss to cash used in operating activities:
Stock based compensation		295,987			514,123
Net change in:
Prepaid expenses		6,631			16,186
Deposit on software, related party		495,000			–
Accounts payable		79,585			117,181
Accrued compensation		360,000			360,000
Accrued expenses		152,376			176,993
Accrued expenses, related party		2,447,644			289,481

CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES		4,564			(63,929	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from advances, related party		–			3,495
Repayment of advances, related party		–			(3,200	)
Repayment of advances		(11,023	)		–
Repayment of note payable		(3,435	)		(11,691	)
Proceeds from issuance of common stock and warrants		–			80,000

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES		(14,458	)		68,604

NET CHANGE IN CASH		(9,894	)		4,675
Cash, beginning of period		9,943			5,268
Cash, end of period	$	49		$	9,943

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid on interest expense	$	109		$	602
Cash paid for income taxes	$	–		$	–

NON-CASH TRANSACTIONS
Non-cash proceeds on convertible note, related party	$	1,409,980		$	–
Expenses paid on the Company's behalf	$	12,200		$	60,263
Non-cash increase in prepaid expenses	$	–		$	11,186

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

F-5

GeoSolar Technologies, Inc.

Notes to the Consolidated Financial Statements

(Unaudited)

Note 1. Basis of Presentation

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

On June 6, 2022, the Company formed a new subsidiary in Colorado, Sustainable Housing Development Corporation, to build a four-plex. As of December 31, 2025, Sustainable Housing Development Corporation has not begun operations.

Note 2. Summary of Significant Accounting Policies

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

Principles of Consolidation

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

Use of Estimates

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

Related Parties

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

Income Taxes

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

Fair Value of Financial Instruments

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

F-6

Basic and Diluted Loss Per Share

Basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined by 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 years ended December 31, 2025 and 2024. During the year ended December 31, 2025, 10,350,000 stock options and 101,577,669 shares issuable upon the conversion of senior convertible notes were considered for their dilutive effects but were determined to be anti-dilutive due to the Company’s net loss. During the year ended December 31, 2024, 1,000,000 of stock warrants, 10,350,000 of stock options and 16,766,121 shares issuable upon the conversion of senior convertible notes were considered for their dilutive effects but were determined to be anti-dilutive due to the Company’s net loss.

Revenue Recognition

Revenue and related costs on construction contracts are recognized as the performance obligations for work are satisfied upon transfer of control in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, engineering, procurement and construction (“EPC”) projects for residential and smaller commercial systems that require us to deliver functioning SmartGreen™ Home systems are generally completed within two to twelve months from commencement of construction. For residential contracts, the Company recognizes revenue upon completion of the job as determined by final inspection.

Deferred Revenue

Deferred revenue includes service and support contracts and represents the undelivered performance obligation of agreements that are typically for one year or less. As of December 31, 2025 and 2024, the deferred revenue was $0.

Stock-based Compensation

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

Segments Reporting

The Company manages its operations as a single segment for the purpose of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment. The financial statements of our single operating segment are the financial statements included as part of this report.

F-7

Recent Accounting Pronouncements

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

In December 2023, the FASB issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires enhanced disclosures surrounding income taxes, particularly related to rate reconciliation and income taxes paid information. In particular, on an annual basis, companies will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. Companies will also be required to disclose, on an annual basis, the amount of income taxes paid, disaggregated by federal, state, and foreign taxes, and also disaggregated by individual jurisdictions above a quantitative threshold. The standard is effective for the Company for annual periods beginning January 1, 2025 on a prospective basis, with retrospective application permitted for all prior periods presented. We adopted ASU No. 2023-09 during the year ended December 31, 2025, with no material impact to the Company’s financial statements or results of operations.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). ASU 2024-03 requires specified information about certain costs and expenses be disclosed in the notes to the financial statements, including the expense caption on the face of the income statement in which they are disclosed, in addition to a qualitative description of remaining amounts not separately disaggregated. Entities will also be required to disclose their definition of “selling expenses” and the total amount in each annual period. The standard is effective for the Company for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028, with updates applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides updates related to CECL guidance for certain short-term receivables. The ASU is effective for fiscal years beginning after December 15, 2025. The Company is currently evaluating the impact of this guidance on its disclosures.

Note 3. Going Concern

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2025, 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.

F-8

Note 4. Related Party Transactions

Employment agreements

On January 5, 2021, the Company entered into an employment agreement with 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 year ended December 31, 2025, the Company recognized $120,000 of expense related to this agreement. As of December 31, 2025 and 2024, the Company has accrued $502,200 and $382,200, respectively, of compensation payable to Mr. Douglass.

On December 27, 2023, the Company entered into an employment agreement with Daniel E. Chartock pursuant to which Mr. Chartock agreed to serve as Chief Growth Officer commencing on December 27, 2023, for an initial term of three years. The term will be extended automatically for one year on December 26, 2026 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Chartock or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of September 26, 2026 or the last date to which the term is extended will be the end of the term). Mr. Chartock will receive a base annual salary of $120,000. During the year ended December 31, 2025, the Company recognized $120,000 of expense related to this agreement. As of December 31, 2025 and 2024, the Company has accrued $240,000 and $120,000 of compensation payable to Mr. Chartock, respectively.

On January 1, 2024, the Company entered into an employment agreement with Dar-Lon Chang pursuant to which Mr. Chang agreed to serve as President commencing on January 1, 2024, for an initial term of three years. The term will be extended automatically for one year on December 31, 2027 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Chang or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of September 30, 2027 or the last date to which the term is extended will be the end of the term). Mr. Chang will receive a base annual salary of $120,000. During the year ended December 31, 2025, the Company recognized $120,000 of expense related to this agreement. As of December 31, 2025 and 2024, the Company has accrued $240,000 and $120,000 of compensation payable to Mr. Chang, respectively

Advances

During the year ended December 31, 2025, an officer of Company’s paid $1,177 of expenses on the Company’s behalf. The advances are unsecured, non-interest bearing and are payable on demand. As of December 31, 2025 and 2024, advances from related parties totaled $61,735 and $60,558, respectively.

Convertible notes

On March 31, 2022, the Company entered into a Media Buying agreement with NarrativIQ, a division of CitadelX Technologies Inc., of which Mr. Chartock is a Partner. On December 27, 2023, the Company converted $354,795 of accrued expense with NarrativIQ into a senior convertible note. The note is unsecured, bears interest at 8% per year, is due and payable on December 31, 2024, and is convertible 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. On January 1, 2025, the Company entered into a note agreement with CitadelX Technologies Inc. to consolidate the accrued interest of $28,460 and the principal amount of $354,795 into a new note with a principal balance of $383,255. The note is unsecured, bears interest at 8% per year, is due and payable on January 1, 2026, and is convertible 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 $0.025.

F-9

On December 15, 2023, the Company entered into a development agreement with CitadelX Technologies Inc. Per the agreement, CitadelX Technologies Inc. will develop an integrated business management platform for the Company. The Company expects the initial release of the platform to be completed in 2025. In consideration for the platform, the Company issued 1,000,000 shares of the Company’s common stock, valued at $100,000, and issued a $395,000 senior convertible note. The note is unsecured, bears interest at 8% per year, is due and payable on December 31, 2024, and is convertible 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. The Company recorded the total consideration paid of $495,000 as a deposit on software as of December 31, 2024. On January 1, 2025, the Company entered into a note agreement with CitadelX Technologies Inc. to consolidate the accrued interest of $31,687 and the principal amount of $395,000 into a new note with a principal balance of $426,687. The note is unsecured, bears interest at 8% per year, is due and payable on January 1, 2026, and is convertible 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 $0.025. On March 31, 2025, the Company reclassified the $495,000 deposit on software to general and administrative expense.

During the three months ended March 31, 2025, the Company incurred fees of $1,105,305 from CitadelX Technologies Inc. for the development of the SmartGreen OS™, a Smart Energy Planning and Management platform. In consideration for the SmartGreen OS™ platform, the Company issued a $1,105,305 senior convertible note. The note is unsecured, bears interest at 8% per year, is due and payable on January 31, 2026, and is convertible 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 $0.025.

On March 31, 2025, the Company converted marketing fees and interest of $244,528 due to NarrativIQ for services provided into a convertible note payable. The note is unsecured, bears interest at 8% per year, is due and payable on December 31, 2025, and is convertible 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 $0.025.

As of December 31, 2025 and 2024, the convertible notes, related party balance was $2,159,775 and $749,795 with accrued interest of $146,814 and $60,805, respectively.

Other

During the year ended December 31, 2025, the Company incurred marketing fees from NarrativIQ and developments fees from CitadelX Technologies Inc. of $228,447 and $952,541 from NarrativIQ for services provided, respectively, which were recorded in accrued expenses, related party.

Note 5. Advances, Notes Payable and Senior Convertible Notes

Advances

During the year ended December 31, 2025, Norbert Klebl paid $11,023 of expenses on the Company’s behalf and the Company repaid $11,023 of advances. As of December 31, 2025 and 2024, the Company owed Mr. Klebl $464,741 with accrued interest of $130,280 and $93,101, 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. As of December 31, 2025 and 2024, the advances balance totaled $494,741.

Note Payable

In June 2024, the Company entered into a Premium Finance Agreement related to various insurance policies. The policy premiums total $15,914 for a one year policy period. The Company financed $11,186 of the policy over a ten-month period. The monthly payments under the agreement are due in ten installments of $1,178, at an annual interest rate of 11.35%. As of December 31, 2025 and 2024, the note payable balance was $0 and $4,601, respectively.

F-10

Senior Convertible Notes

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

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

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

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

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

At the option of the holders, some of the notes referred to above can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.10 - $0.20. The Company evaluated the conversion options and concluded an embedded derivative was not present at issuance. In the event that the Company issues and sells shares of its equity securities to investors while these Notes remain 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 December 31, 2025 and 2024, the balances on the senior convertible notes were $1,235,000.

Note 6. Equity

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

F-11

Stock Warrants

The following table summarizes the stock warrant activity for the years ended December 31, 2025 and 2024:

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		(1,487,500	)		2.00
Outstanding at December 31, 2024		1,000,000			1.00
Granted		–			–
Exercised		–			–
Forfeited and expired		(1,000,000	)		1.00
Outstanding at December 31, 2025		–		$	–

As of December 31, 2025, all outstanding warrants are exercisable and have a weighted average remaining term of 0 years. There was no intrinsic value of the outstanding warrants as of December 31, 2025.

Stock Options

The following table summarizes the stock option activity for the years ended December 31, 2025 and 2024:

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 December 31, 2024		10,350,000		0.10
Granted		–		–
Exercised		–		–
Forfeited and expired		–		–
Outstanding at December 31, 2025		10,350,000	$	0.10

During the year ended December 31, 2025, the Company recognized $295,987 of expense related to outstanding stock options leaving $262,697 of unrecognized expenses related to options. As of December 31, 2025, the outstanding stock options have a weighted average remaining term of 7.09 years with no aggregate intrinsic value.

F-12

Note 7. Commitments

On July 1, 2022, the Company entered into an agreement with Norbert Klebl to collaborate on the development of the 4-plex in Arvada, Colorado. Mr. Klebl is a co-founder of the GSP technology and is the Development Director for the Company. Per the agreement, the Company or its newly formed subsidiary, Sustainable Housing Development Corporation, will be named developer of the property and Mr. Klebl will be the primary manager of the project. Mr. Klebl paid for the land on which the project will be built and contributed the property to the Company’s subsidiary. The Company will arrange for a construction loan on the project. If the Company does not arrange for a construction loan on the project by December 31, 2022, the property on which the 4-plex is to be built will revert to Mr. Klebl. Subsequent to December 31, 2022, the Company extended the agreement with Mr. Klebl to July 31, 2023. In February 2024, the Company extended the agreement with Mr. Klebl to May 31, 2024. Subsequent to June 30, 2024, the Company extended the agreement with Mr. Klebl to August 31, 2024. Subsequent to September 30, 2024, the Company extended the agreement with Mr. Klebl to November 30, 2024. Subsequent to December 31, 2024, the Company extended the agreement with Mr. Klebl to June 30, 2025. Upon sale of the 4-plex which is to be built on the property, Mr. Klebl will receive the price paid for the property and any advances toward the project. The profits from the sale of the 4-plex, if any, will be allocated 75% to Mr. Klebl and 25% to the Company. As of December 31, 2025 and 2024, 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.

Note 8. Income Tax

The Company adopted ASC 2023-09 during the year ended December 31, 2025 prospectively. The Company is subject to United States federal income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

Schedule of income tax expense
	Year Ended						Year Ended
	December 31,						December 31,
	2025						2024
Income tax benefit computed at the statutory rate	$	805,000		$	21.0%		$	323,000		$	21.0%
Tax effect of:
Non-deductible expenses		(62,000	)		(1.6%	)		(108,000	)		(7.0%	)
Change in valuation allowance		(743,000	)		(19.4%	)		(215,000	)		(14.0%	)
Provision for income taxes	$	–		$	–%		$	–		$	–%

Significant components of the Company’s deferred tax assets and liabilities after applying enacted corporate income tax rates are as follows:


	As of			As of
	December 31,			December 31,
	2025			2024
Deferred income tax assets
Net operating losses	$	1,808,000		$	1,065,000
Valuation allowance		(1,808,000	)		(1,065,000	)
Net deferred income tax assets	$	–		$	–

The Company has an operating loss carry forward of approximately $8,600,000. Such amounts are subject to IRS code section 382 limitations.

U.S. federal income tax returns after 2020 remain open to examination. Generally, state income tax returns after 2020 remain open to examination. No income tax returns are currently under examination. As of December 31, 2025 and December 31, 2024, the Company does not have any unrecognized tax benefits, and continues to monitor its current and prior tax positions for any changes. The Company recognizes penalties and interest related to unrecognized tax benefits as income tax expense. For the years ended December 31, 2025 and December 31, 2024, there were no penalties or interest recorded in income tax expense.

F-13

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A.

CONTROLS AND PROCEDURES

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in the reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the Commission’s rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. We evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. As a result of this evaluation, management concluded that our disclosure controls and procedures were not effective as of December 31, 2025.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, management used the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our management concluded that our internal control over financial reporting were, and continue to be ineffective, as of December 31, 2025 due to a lack of segregation of duties (resulting from the limited number of personnel available) and the lack of formal documentation of our control environment. Management is commencing actions to address the lack of formal documentation of our control environment, although this will not address the lack of segregation of duties.

A material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard 1305) or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

In light of the material weakness described above, we performed additional analysis and other post-closing procedures to ensure our financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2025 that materially affect, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

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 December 31, 2025.

ITEM 9C.

Disclosures regarding foreign jurisdictions that prevent inspections

Not applicable.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Name	Age	Position
A. Stone Douglass	78	CEO and Director
Dar-Lon Chang	49	President
Daniel Chartock	39	Chief Growth Officer and Executive Vice President of Operations

Mr. Douglass has been the Chief Executive Officer and a Director of the Company since December, 2020. Mr. Douglass has been the:

	·	Chief Financial Officer and a Director of David Kind, Inc., a Venice, California-based online eyewear brand, since June 2013.

	·	Chairman and Chief Executive Officer of Sealand Natural Resources, Inc., a manufacturer and purveyor of Sealand Birk birch water and other alternative beverages, since March 2016.

	·	Chief Financial Officer and a Director of P5 Systems, Inc., a San Diego based technology platform known as the Craig's List of cannabis, servicing the legal cannabis value chain, between since March 2018 and February 2024.

	·	Chairman, CEO and CFO of Digipath, Inc (DIGP), a La Vegas-based cannabis laboratory company since August of 2021.

We believe Mr. Douglass is qualified to act as a director based upon his knowledge of business practices and, in particular, the regulations relating to public companies.

Mr. Douglass is not independent as that term is defined in Section 803 of the NYSE American Company Guide.

On January 1, 2024, we appointed Dar-Lon Chang as our President. Mr. Chang is a resident of the Geos neighborhood in Arvada, Colorado and moved to the net-zero, all-electric neighborhood in 2019. Prior to joining the Company, Mr. Chang was a consultant to the Company and a climate activist. Between 2003 and 2019 Mr. Chang was a research engineer at ExxonMobil Upstream Research Company. In 2022, Mr. Chang was selected by the City Council of Arvada to join the Arvada Sustainability Advisory Committee, and also joined the Just Transition Advisory Roundtable hosted by the Alliance Center that helped the passage of HB23-1074, a Colorado bill for the study of the workforce transition of oil and gas workers to clean energy. Mr. Chang is currently a board member for Colorado Rising and a leading advocate for 350 Colorado's Safe and Healthy Colorado ballot initiative to phase out new fracking permits by 2030.

On December 27, 2023, we appointed Daniel E. Chartock as our Chief Growth Officer and Executive Vice President of Operations. Mr. Chartock is also a Founding Partner at New York based Marketing and Advertising firm TAG Collective. In his career, he has pioneered the intersection of communications, business and technology, binding them together to drive brand and business growth. He has worked to deliver spectacular and impactful digital and integrated traditional media campaigns for many clients and leads TAG Collective to develop campaigns and strategies that help clients reach their goals and deliver results. Focusing on branding and brand continuity, Mr. Chartock provides a critical eye, allowing campaigns to achieve new heights of synergy. His expertise in digital communications (including influencers, social media, digital marketing and modern analytics), as well as branding and technology, bring unique insights to clients. Previously, Mr. Chartock has worked for Fortune 500 companies including Avis Budget Group, working to deliver metric based results directly impacting EBITDA and driving their bottom line and holds a degree in Communications and Business from St. John’s University in New York. Mr. Chartock was honored in 2021 as one of the Top 100 Healthcare Visionaries in the world for his work across Tech and Healthcare.

Our directors are appointed for a one-year term holding office until the next annual general meeting of our shareholders or until their successors are elected or appointed. Our officers are appointed by our board of directors and serve at the discretion of the board.

We do not have a financial expert as that term is defined by the Securities and Exchange Commission.

Our Board of Directors does not have standing audit, nominating or compensation committees, committees performing similar functions, or charters for such committees. Instead, the functions that might be delegated to such committees are carried out by our directors, to the extent required. Our directors believe that the cost of associated with such committees has not been justified under our current circumstances. During the year ended December 31, 2025, we did not compensate any person for serving as an officer or a director.

Our Board of Directors has the ultimate responsibility to evaluate and respond to risks facing us. Our Board of Directors fulfills its obligations in this regard by meeting on a regular basis and communicating, when necessary, with our officers.

We have not adopted a Code of Ethics which is applicable to our principal executive, financial, and accounting officers and persons performing similar functions since we only have one executive office.

Holders of our common stock can send written communications to our entire Board of Directors, or to one or more Board members, by addressing the communication to “the Board of Directors” or to one or more directors, specifying the director or directors by name, and sending the communication to our corporate office. Communications addressed to the Board of Directors as whole will be delivered to each Board member. Communications addressed to a specific director (or directors) will be delivered to the director (or directors) specified.

A security holder communication not sent to the Board of Directors as a whole is not relayed to Board members which did not receive the communication.

ITEM 11.

EXECUTIVE COMPENSATION

Our executive officers will be compensated through the following four components:

	·	Base Salary
	·	Short-Term Incentives (cash bonuses)
	·	Long-Term Incentives (equity-based awards)
	·	Benefits

These components provide a balanced mix of base compensation and compensation that is contingent upon our executive officer’s individual performance. A goal of the compensation program is to provide executive officers with a reasonable level of security through base salary and benefits. We want to ensure that the compensation programs are appropriately designed to encourage executive officer retention and motivation to create shareholder value. We believe that our shareholders are best served when we can attract and retain talented executives by providing compensation packages that are competitive but fair.

Base Salaries

Base salaries generally have been targeted to be competitive when compared to the salary levels of persons holding similar positions in other publicly traded mining companies of comparable size. The executive officer’s respective responsibilities, experience, expertise, and individual performance are considered.

Short-Term Incentives

Cash bonuses may be awarded at the sole discretion of the Board of Directors based upon a variety of factors that encompass both individual and company performance.

Long-Term Incentives

Equity incentive awards help to align the interests of our employees with those of our shareholders. Equity based awards are made under our Equity Incentive Plan. Options are granted with exercise prices equal to the closing price of our common stock on the date of grant and may be subject to a vesting schedule as determined by the Board of Directors who administer the plan.

We believe that grants of equity-based compensation:

	·	enhance the link between the creation of shareholder value and long-term executive incentive compensation;
	·	provide focus, motivation, and retention incentive; and
	·	provide competitive levels of total compensation

In addition to cash and equity compensation programs, executive officers participate in the health and welfare benefit programs available to other employees.

Equity Incentive Plan

We have an Equity Incentive Award Plan (the “Plan”) that reserves shares of common stock for issuance to plan participants in the form of incentive and non-qualified stock options, stock appreciation rights (“SARs”), and stock grants and units. Each stock option awarded allows the holder to purchase one share of our common stock. The number of shares reserved for issuance under the Plan is equal to 15% of our outstanding shares of common stock as of the end of each calendar quarter.

The Plan is administered by our Board of Directors (or any committee subsequently appointed by the Board) and is vested with the authority to interpret the provisions of the Plan and supervise the administration of the Plan. In addition, the Board is empowered to select those persons who will participate in the Plan, to determine the number of shares subject to each award and to determine when, and upon what conditions, awards granted under the Plan will vest, terminate, or otherwise be subject to forfeiture and cancellation. The terms and conditions of any awards issued, including the price of the shares underlying each award are governed by the provisions of the Plan and any agreements with the Plan participants.

Incentive Stock Options

All of our employees are eligible to be granted incentive stock options pursuant to the Plan. Options granted pursuant to the Plan terminate at such time as may be specified when the option is granted.

The exercise price of each option cannot be less than 100% of the fair market value of our common stock at the time of the granting of the option provided, however, if the optionee, at the time the option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of our stock, the purchase price of the option shall not be less than 110% of the fair market value of the stock at the time of the granting of the option.

The total fair market value of the shares of common stock (determined at the time of the grant of the option) for which any employee may be granted options which are first exercisable in any calendar year may not exceed $100,000.

At the discretion of the Board of Directors, options granted pursuant to the Plan may include installment exercise terms for any option such that the option becomes fully exercisable in a series of cumulating portions. The Board may also accelerate the date upon which any option (or any part of any option) is first exercisable. However, no option, or any portion thereof may be exercisable until one year following the date of grant. In no event shall an option granted to an employee then owning more than 10% of our common stock be exercisable by its terms after the expiration of five years from the date of grant, nor shall any other option granted pursuant to the Plans be exercisable by its terms after the expiration of ten years from the date of grant.

Non-Qualified Stock Options

Our employees, directors and officers, and consultants or advisors are eligible to receive non-qualified stock options pursuant to the Plan, provided however that bona fide services must be rendered by such consultants or advisors and such services must not be in connection with a capital-raising transaction or promoting our common stock.

At the discretion of our Board of Directors options granted pursuant to the Plan may include installment exercise terms for any option such that the option becomes fully exercisable in a series of cumulating portions. The Board may also accelerate the date upon which any option (or any part of any option) is first exercisable.

Stock Appreciation Rights

SARs give the participant the right to receive the appreciation in value of one share of common stock of the Company. Appreciation is calculated as the excess of (i) the fair market value of a share of common stock on the date of exercise over (ii) the base value fixed by the Board on the grant date, which may not be less than the fair market value of a share of common stock on the grant date. Payment for SARs shall be made in cash, stock, or a combination thereof. SARs are exercisable at the time and subject to the restrictions and conditions as the Board approves, provided that no SAR may be exercised more than ten (10) years following the grant date.

Restricted Stock

A restricted stock award gives the participant the right to receive a specified number of shares of common stock at a purchase price determined by the Board (including and typically zero). Restrictions limit the participant’s ability to transfer the stock and subject the stock to a substantial risk of forfeiture until specific conditions or goals are met. The restrictions will lapse in accordance with a schedule or other conditions as determined by the Board, which might include the achievement of specified performance targets and/or continued employment of the participant until a specified date. As a general rule, if a participant terminates employment when the restricted stock is subject to restrictions, the participant forfeits the unvested restricted stock.

Restricted Stock Units ("RSU")

An RSU award gives the participant the right to receive common stock, or a cash payment equal to the fair market value of common stock (determined as of a specified date), in the future, subject to restrictions and a risk of forfeiture. The restrictions typically involve the achievement of specified performance targets and/or the continued employment or service of the participant until a specified date. Participants holding restricted stock units have no rights as a shareholder with respect to the shares of stock subject to their restricted stock unit award prior to the issuance of such shares pursuant to the award.

Stock Grants

A stock grant award gives the participant the right to receive (or purchase at such price as determined by the Board) shares of stock, free of any vesting restrictions. The purchase price, if any, for a stock grant award shall be payable in cash or in any other form of consideration acceptable to the Board. A stock grant award may be granted or sold in respect of past services or other valid consideration, or in lieu of any cash compensation owed to a participant.

Stock Units

A stock unit award gives the participant the right to receive shares of stock, or a cash payment equal to the fair market value of a designated number of shares, in the future, free of any vesting restrictions. A stock unit award may be granted or sold in respect of past services or other valid consideration, or in lieu of any cash compensation owed to a participant.

Other Information Regarding the Plan

In the discretion of the Board, any option granted pursuant to the Plan may include installment exercise terms such that the option becomes fully exercisable in a series of cumulating portions. The Board may also accelerate the date upon which any option (or any part of any options) is first exercisable. Any shares issued pursuant to the Plan and any options granted pursuant to the Plan or will be forfeited if the "vesting" schedule established by the Board administering the Plan at the time of the grant is not met. For this purpose, vesting means the period during which the employee must remain as our employee or the period of time a non-employee must provide services to us. At the time an employee ceases working for us (or at the time a non-employee ceases to perform services for us), any shares or options not fully vested will be forfeited and cancelled. At the discretion of the Board payment for the shares of common stock underlying options may be paid through the delivery of shares of our common stock having an aggregate fair market value equal to the option price, provided such shares have been owned by the option holder for at least one year prior to such exercise. The exercise may be made through a "cashless" exercise or a combination of cash and shares of common stock at the discretion of the Board.

Awards are generally non-transferable except upon death of the recipient. Shares issued pursuant to the Plan will generally not be transferable until the person receiving the shares satisfies the vesting requirements imposed by the Board when the shares were issued.

Our Board of Directors may at any time, and from time to time, amend, terminate, or suspend one or more of the Plans in any manner it deems appropriate, provided that such amendment, termination or suspension will not adversely affect rights or obligations with respect to shares or options previously granted.

As of the date of this report we had issued 10,350,000 options, shares of common stock, or other awards pursuant to the Plan.

Compensation Table

The following table sets forth in summary form the compensation received by our Chief Executive Officer for the years ended December 31, 2025 and 2024:

Name and Principal Position	Fiscal Year		Salary (1)		Bonus (2)		Stock Awards (3)		Option Awards (4)		Non-Equity Incentive Plan Compensation (5)		All Other Compensation (6)		Total

A. Stone Douglass		2025	$	–	$	–	$	–	$	–	$	–	$	–	$	–
Chief Executive Officer		2024	$	120,000	$	–	$	–	$	–	$	–	$	–	$	120,000

Dar-Lon Chang		2025	$	–	$	–	$	–	$	–	$	–	$	–	$	–
President		2024	$	120,000	$	–	$	–	$	225,654	$	–	$	–	$	345,654

Daniel E. Chartock		2025	$	–	$	–	$	–	$	–	$	–	$	–	$	–
Chief Growth Officer and Executive Vice President of Operations		2024	$	120,000	$	–	$	–	$	–	$	–	$	–	$	120,000

(1)	The dollar value of base salary (cash and non-cash) earned.
(2)	The dollar value of bonus (cash and non-cash) earned.
(3)	The value of all stock awarded during the periods covered by the table is calculated according to ASC 718-10-30-3 which represented the grant date fair value.
(4)	The fair value of all stock options granted during the periods covered by the table are calculated on the grant date in accordance with ASC 718-10-30-3 which represented the grant date fair value.
(5)	The dollar value of cash earned under the short-term incentive plan.
(6)	All other compensation that could not be properly reported in any other column.

Dar-Lon Chang was not appointed as an officer of the Company until January 2024.

There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive Officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

On January 1, 2024, the Company entered into an employment agreement with Dar-Lon Chang pursuant to which Mr. Chang agreed to serve as President commencing on January 1, 2024, for an initial term of three years. The term will be extended automatically for one year on December 31, 2027 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Chang or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of September 30, 2027 or the last date to which the term is extended will be the end of the term). Mr. Chang will receive a base annual salary of $120,000. As additional compensation, the Company issued 3,300,000 stock options to Mr. Chang. The options have a ten-year term and have an exercise price of $0.10 per share.

On December 27, 2023, the Company entered into an employment agreement with Daniel E. Chartock pursuant to which Mr. Chartock agreed to serve as Chief Growth Officer commencing on December 27, 2023, for an initial term of three years. The term will be extended automatically for one year on January 26, 2026 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Chartock or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of September 26, 2026 or the last date to which the term is extended will be the end of the term). Mr. Chartock will receive a base annual salary of $120,000. As additional compensation, the Company issued 4,000,000 stock options to purchase the Company’s common stock. The options have a ten-year term and have an exercise price of $0.10 per share.

The following table shows the weighted average exercise price of the outstanding options granted pursuant to the Company’s Equity Incentive Plan as of December 31, 2025, the Company’s recently completed fiscal year:

Plan	Total Shares Reserved Under the Plan	Number of Securities to be Issued Upon Exercise of Outstanding Options	Weighted- Average Exercise Price of Outstanding Options		Number of Securities Remaining Available for Future Issuances Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
		(a)	(b)		(c )
Equity Incentive Plan	9,832,806	10,350,000	$	0.10	–

The Company’s Equity Incentive Plan has not been approved by the Company’s shareholders.

The following shows certain information as of the date of this report, concerning the stock options and stock bonuses granted pursuant to the Equity Incentive Plan. Each option represents the right to purchase one share of our common stock.

Total Shares Reserved

Under the Plan

Shares Reserved for

Outstanding Options

Shares Issued

As Stock Bonus

Remaining Options/

Shares Under the Plan

9,832,806

10,350,000

–

Since our inception, we have not compensated any person for acting as a director.

Insider Trading Arrangements and Policies

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and others that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations. A copy of our Insider Trading Policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2023.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table shows the ownership, as of the date of this report, of those persons owning beneficially 5% or more of our common stock and the number and percentage of outstanding shares owned by each of our directors and officers and by all officers and directors as a group. Each owner has sole voting and investment power over their shares of common stock.

Name	Shares Owned ⁽¹⁾		Percent of Outstanding Shares
A. Stone Douglass	5,400,000		8.2%
Dar-Lon Chang	2,600,000		4.0%
Daniel E. Chartock	5,300,000	⁽²⁾	8.1%
All officers and directors as a group (3 persons)	13,300,000		20.3%

(1)	Includes shares issuable upon the exercise of the following options.

Option Holder	Shares Issuable Upon Exercise of Options	Option Exercise Price	Option Expiration Date
A. Stone Douglass	2,000,000	$0.10	8/1/2031
Dar-Lon Chang	2,300,000	$0.10	12/7/2033 – 1/1/2034
Daniel E. Chartock	4,000,000	$0.10	12/24/2033

(2)	Includes 1,300,000 shares owned by a company controlled by Mr. Chartock.

The Company does not have any policies or practices on the timing of awards of options in relation to the disclosure of material nonpublic information by the Company.

The Company did not grant any options to it executive officer within a period starting four business days before and ending one business day after the filing of the Company’s Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information (other than a Form 8-K used to disclose the grant of a new material option award under Item 5.02(e) of Form 8-K).

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the year ended December 31, 2025, an officer of the Company paid $1,177 of expenses on behalf of the Company. During the year ended December 31, 2024, an officer of the Company advanced $3,495 in cash, paid $60,263 of expenses on the Company’s behalf and was repaid $3,200. The advances are unsecured, non-interest bearing and are payable on demand. As of December 31, 2025 and 2024, advances from related parties totaled $61,735 and $60,558, respectively.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth fees billed to us by our independent auditors for the years ended December 31, 2025 and 2024 for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.

	2025		2024
Audit fees	$	–	$	78,500
Audit-related fees		–		–
Tax fees		–		–
All other fees		–		–
Total fees	$	–	$	78,500

Audit fees and audit related fees represent amounts billed for professional services rendered for the audit of our annual financial statements and the review of our interim financial statements. Before our independent accountants were engaged by to render these services, their engagement was approved by our Director.

PART IV

ITEM 15.

EXHIBITS

Exhibit Number		Description
3.1 *		Articles of Incorporation
3.2 *		Bylaws of the Company
3.3 *		Form of Warrant sold to private investors
3.4 *		Equity Incentive Plan
10.1 *		Separation Agreement with Fourth Wave Energy, Inc.
10.2 **		Employment Agreement with A. Stone Douglass
10.3 ***		Employment Agreement with Dar-Lon Chang
10.4 ***		Employment Agreement with Daniel E. Chartock
19 ***		Insider Trading Policy and Procedures
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
32.1		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 inline XBRL, 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).

**	Incorporated by reference to Exhibit 6.3 filed with the Company’s Notification on Form 1-A (file #024-11859).

***	Incorporated by reference to the same exhibit filed with the Company's 10-K on March 22, 2024.

****	to be filed by Amendment

ITEM 16.

Form 10-K Summary

None.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 31st day of March, 2026.

DATED: March 31, 2026	GEOSOLAR TECHNOLOGIES, INC.


	By:	/s/ A. Stone Douglass
		A. Stone Douglass
		Principal Executive, Financial, and Accounting Officer

Pursuant to the requirements of the Securities Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ A. Stone Douglass	Director	March 31, 2026
A. Stone Douglass

GeoSolar Technologies, Inc. 10-K