UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended SeptemberJune 30, 20212023
☐ Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period _____________to______________
Commission File Number 333-255887
GEOSOLAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Colorado | 3585 | |
| (State or other jurisdiction of incorporation) | (Primary Standard Industrial Classification Code Number) | |
| 85-4106353 | 1400 16th Street, | |
| (IRS Employer I.D. Number) | (Address, including zip code, and telephone number including area of principal executive offices) |
(720-) 932-8109
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) had been subject to such filing requirements for the past 90 days. Yes☐No ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☐ No ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act). Yes ☐No ☒
State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: shares of common stock outstanding as of November 8, 2021.August 9, 2023.
FORWARD-LOOKING STATEMENTS
The information in this report contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (“the Exchange Act”), which are subject to the “safe harbor” created by those sections. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “should,” “could,” “predicts,” “potential,” “continue,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in this Form 10-Q. You should carefully consider these risk and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.
| i |
TABLE OF CONTENTS
| ii |
PART I
I. FINANCIALINFORMATION
| Item 1. | Financial Statements |
GeoSolar Technologies, Inc.
Consolidated Balance Sheets
(Unaudited)
| September 30, 2021 | December 31, 2020 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 7,325 | $ | 1,100 | ||||
| Prepaid expenses | 60,551 | 0 | ||||||
| Total current assets | 67,876 | 1,100 | ||||||
| Total assets | $ | 67,876 | $ | 1,100 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 183,271 | $ | 0 | ||||
| Accounts payable, related party | 70,000 | 0 | ||||||
| Accrued expenses | 415,943 | 0 | ||||||
| Related party advances | 100 | 100 | ||||||
| Advances | 60,000 | 6,000 | ||||||
| Note payable | 52,011 | 0 | ||||||
| Total current liabilities | 781,325 | 6,100 | ||||||
| Total liabilities | 781,325 | 6,100 | ||||||
| Commitments and contingencies | – | – | ||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Preferred stock, $ par value, shares authorized, shares issued and outstanding | 0 | 0 | ||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding, respectively | 4,488 | 0 | ||||||
| Additional paid in capital | 4,289,210 | – | ||||||
| Accumulated deficit | (5,007,147 | ) | (5,000 | ) | ||||
| Total stockholders' deficit | (713,449 | ) | (5,000 | ) | ||||
| Total liabilities and stockholders' deficit | $ | 67,876 | $ | 1,100 | ||||
| June 30, 2023 | December 31, 2022 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 9,325 | $ | 14,320 | ||||
| Prepaid expenses | 14,587 | 6,734 | ||||||
| Total current assets | 23,912 | 21,054 | ||||||
| Noncurrent assets: | ||||||||
| Land | 464,741 | 464,741 | ||||||
| Total noncurrent assets | 464,741 | 464,741 | ||||||
| Total assets | $ | 488,653 | $ | 485,795 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 258,746 | $ | 131,454 | ||||
| Accrued compensation | 197,200 | 107,200 | ||||||
| Accrued expenses | 1,027,605 | 784,815 | ||||||
| Advances | 534,041 | 494,741 | ||||||
| Note payable | 11,661 | 4,823 | ||||||
| Senior convertible notes payable | 1,035,000 | 995,000 | ||||||
| Total current liabilities | 3,064,253 | 2,518,033 | ||||||
| Total liabilities | 3,064,253 | 2,518,033 | ||||||
| Commitments | – | – | ||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Preferred stock, $ par value, shares authorized, shares issued and outstanding | – | – | ||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding, respectively | 6,211 | 6,171 | ||||||
| Additional paid in capital | 9,270,458 | 8,126,266 | ||||||
| Accumulated deficit | (11,852,269 | ) | (10,164,675 | ) | ||||
| Total stockholders' deficit | (2,575,600 | ) | (2,032,238 | ) | ||||
| Total liabilities and stockholders' deficit | $ | 488,653 | $ | 485,795 | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-1 |
GeoSolar Technologies, Inc.
StatementConsolidated Statements of Operations
For the three and ninesix months ended SeptemberJune 30, 20212023 and 2022
(Unaudited)
| Three months ended | Nine months ended | Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | |||||||||||||||||||
| September 30, 2021 | September 30, 2021 | June 30, 2023 | June 30, 2022 | June 30, 2023 | June 30, 2022 | |||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| General and administrative | $ | 317,039 | $ | 4,939,048 | $ | 845,058 | $ | 433,776 | $ | 1,618,908 | $ | 1,124,698 | ||||||||||||
| Research and development | 25,810 | 62,035 | – | 4,097 | – | 7,560 | ||||||||||||||||||
| Total operating expenses | 342,849 | 5,001,083 | 845,058 | 437,873 | 1,618,908 | 1,132,258 | ||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| Other expenses: | ||||||||||||||||||||||||
| Interest expense | (1,064 | ) | (1,064 | ) | (34,811 | ) | (12,448 | ) | (68,686 | ) | (21,386 | ) | ||||||||||||
| Total other expenses | (1,064 | ) | (1,064 | ) | (34,811 | ) | (12,448 | ) | (68,686 | ) | (21,386 | ) | ||||||||||||
| Net loss | $ | (343,913 | ) | $ | (5,002,147 | ) | $ | (879,869 | ) | $ | (450,321 | ) | $ | (1,687,594 | ) | $ | (1,153,644 | ) | ||||||
| Net loss per common share: | ||||||||||||||||||||||||
| Basic and diluted | $ | (0.01 | ) | $ | (0.15 | ) | ||||||||||||||||||
| Basic | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.03 | ) | $ | (0.02 | ) | ||||||||||||
| Diluted | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.03 | ) | $ | (0.02 | ) | ||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||||||
| Basic and diluted | 44,626,648 | 33,459,934 | ||||||||||||||||||||||
| Basic | 61,928,667 | 59,850,000 | 61,835,333 | 59,106,250 | ||||||||||||||||||||
| Diluted | 61,928,667 | 59,850,000 | 61,835,333 | 59,106,250 | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-2 |
GeoSolar Technologies, Inc.
StatementConsolidated Statements of Changes in Stockholders’ Equity (Deficit)Deficit
For the ninesix months ended SeptemberJune 30, 20212023 and 2022
(Unaudited)
| Common Stock | Additional | Accumulated | ||||||||||||||||||
| Shares | Amount | paid-in capital | Deficit | Total | ||||||||||||||||
| Balance, December 31, 2020 | 0 | $ | – | $ | – | $ | (5,000 | ) | $ | (5,000 | ) | |||||||||
| Founder shares issued for cash and services | 7,525,000 | 752 | – | – | 752 | |||||||||||||||
| Common shares issued for cash and services | 7,615,000 | 762 | 1,141,489 | – | 1,142,251 | |||||||||||||||
| Units issued for cash | 1,875,000 | 188 | 374,812 | – | 375,000 | |||||||||||||||
| Common shares issued to Fourth Wave Energy, Inc. | 10,000,000 | 1,000 | – | – | 1,000 | |||||||||||||||
| Net loss | – | – | – | (1,762,299 | ) | (1,762,299 | ) | |||||||||||||
| Balance, March 31, 2021 | 27,015,000 | 2,702 | 1,516,301 | (1,767,299 | ) | (248,296 | ) | |||||||||||||
| Common shares issued for cash and services | 16,760,000 | 1,676 | 2,512,324 | – | 2,514,000 | |||||||||||||||
| Units issued for cash | 700,000 | 70 | 139,930 | – | 140,000 | |||||||||||||||
| Net loss | – | – | – | (2,895,935 | ) | (2,895,935 | ) | |||||||||||||
| Balance, June 30, 2021 | 44,475,000 | 4,448 | 4,168,555 | (4,663,234 | ) | (490,231 | ) | |||||||||||||
| Units issued for cash | 400,000 | 40 | 79,960 | – | 80,000 | |||||||||||||||
| Stock based compensation | – | – | 40,695 | – | 40,695 | |||||||||||||||
| Net loss | – | – | – | (343,913 | ) | (343,913 | ) | |||||||||||||
| Balance, September 30, 2021 | 44,875,000 | $ | 4,488 | $ | 4,289,210 | $ | (5,007,147 | ) | $ | (713,449 | ) | |||||||||
| Common Stock | Additional | Accumulated | ||||||||||||||||||
| Shares | Amount | paid-in capital | Deficit | Total | ||||||||||||||||
| Balance, December 31, 2022 | 61,702,000 | $ | 6,171 | $ | 8,126,266 | $ | (10,164,675 | ) | $ | (2,032,238 | ) | |||||||||
| Stock based compensation | 100,000 | 10 | 498,148 | – | 498,158 | |||||||||||||||
| Net loss | – | – | – | (807,725 | ) | (807,725 | ) | |||||||||||||
| Balance, March 31, 2023 | 61,802,000 | 6,181 | 8,624,414 | (10,972,400 | ) | (2,341,805 | ) | |||||||||||||
| Stock based compensation | 300,000 | 30 | 646,044 | – | 646,074 | |||||||||||||||
| Net loss | – | – | – | (879,869 | ) | (879,869 | ) | |||||||||||||
| Balance, June 30, 2023 | 62,102,000 | $ | 6,211 | $ | 9,270,458 | $ | (11,852,269 | ) | $ | (2,575,600 | ) | |||||||||
| Balance, December 31, 2021 | 56,875,000 | $ | 5,688 | $ | 6,149,052 | $ | (6,699,910 | ) | (545,170 | ) | ||||||||||
| Common shares issued for cash ($283) and services | 2,825,000 | 283 | 423,468 | – | 423,751 | |||||||||||||||
| Common shares issued for subscription receivable ($15) and services | 150,000 | 15 | 22,485 | – | 22,500 | |||||||||||||||
| Stock based compensation | – | – | 61,042 | – | 61,042 | |||||||||||||||
| Net loss | – | – | – | (703,323 | ) | (703,323 | ) | |||||||||||||
| Balance, March 31, 2022 | 59,850,000 | 5,986 | 6,656,047 | (7,403,233 | ) | (741,200 | ) | |||||||||||||
| Stock based compensation | – | – | 61,042 | – | 61,042 | |||||||||||||||
| Net loss | – | – | – | (450,321 | ) | (450,321 | ) | |||||||||||||
| Balance, June 30, 2022 | 59,850,000 | $ | 5,986 | $ | 6,717,089 | $ | (7,853,554 | ) | $ | (1,130,479 | ) | |||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-3 |
GeoSolar Technologies, Inc.
StatementConsolidated Statements of Cash Flows
For the ninesix months ended SeptemberJune 30, 20212023 and 2022
(Unaudited)
| Nine months ended | ||||||||||||
| September 30, 2021 | June 30, 2023 | June 30, 2022 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net loss | $ | (5,002,147 | ) | $ | (1,687,594 | ) | $ | (1,153,644 | ) | |||
| Adjustment to reconcile net loss to cash used in operating activities: | ||||||||||||
| Stock based compensation | 3,695,508 | 1,144,232 | 568,037 | |||||||||
| Net change in: | ||||||||||||
| Prepaid expenses | 3,005 | 3,808 | 50,583 | |||||||||
| Accounts payable | 183,271 | 128,887 | (44,883 | ) | ||||||||
| Accounts payable, related party | 70,000 | 90,000 | (22,500 | ) | ||||||||
| Accrued expenses | 415,943 | 242,790 | 39,742 | |||||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | (634,420 | ) | (77,877 | ) | (562,665 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Proceeds from advances | 39,300 | – | ||||||||||
| Repayment of advances | (16,000 | ) | – | (30,000 | ) | |||||||
| Proceeds from advances | 70,000 | |||||||||||
| Repayment on note payable | (11,545 | ) | ||||||||||
| Proceeds from advances, related party | – | 1,000 | ||||||||||
| Repayment of advances, related party | (1,595 | ) | (780 | ) | ||||||||
| Repayment of note payable | (4,823 | ) | – | |||||||||
| Proceeds from senior convertible notes payable | 40,000 | 745,000 | ||||||||||
| Proceeds from subscription receivable | – | 975 | ||||||||||
| Proceeds from issuance of common stock and warrants | 598,190 | – | 283 | |||||||||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 640,645 | 72,882 | 716,478 | |||||||||
| NET CHANGE IN CASH | 6,225 | (4,995 | ) | 153,813 | ||||||||
| Cash, beginning of period | 1,100 | 14,320 | 19,362 | |||||||||
| Cash, end of period | $ | 7,325 | $ | 9,325 | $ | 173,175 | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||||||
| Cash paid on interest expense | $ | 0 | $ | 11,652 | $ | – | ||||||
| Cash paid for income taxes | $ | 0 | $ | – | $ | – | ||||||
| NON-CASH TRANSACTIONS | ||||||||||||
| Expenses paid on the Company's behalf | $ | 1,595 | $ | – | ||||||||
| Financing of prepaid insurance premiums | $ | 63,556 | $ | 11,661 | $ | 11,841 | ||||||
| Non-cash increase in prepaid expenses | $ | – | $ | 1,250,000 | ||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-4 |
GeoSolar Technologies, Inc.
Notes to the Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited interim consolidated financial statements of GeoSolar Technologies, Inc. (“we”, “our”, “GeoSolar” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report filed with the SEC on Form S-1.10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented, have been reflected herein. The results of operations for ourthe interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2020,2022, as reported in the Form S-110-K of the Company, have been omitted.
On March 9, 2021, Fourth Wave Energy, Inc. (“Fourth Wave”) soldJune 6, 2022, the GeoSolar Plus System (the “GSP system”)Company formed a new subsidiary in Colorado, Sustainable Housing Development Corporation, to us for sharesbuild a four-plex. As of our common stock and the assumption of $379,850 in liabilities associated with consulting agreements previously signed by Fourth Wave.June 30, 2023, Sustainable Housing Development Corporation has not begun operations.
Summary of Significant Accounting Policies
Principles of Consolidation
Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiary, Sustainable Housing Development Corporation. All intercompany transactions and balances have been eliminated. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying consolidated financial statements involved the valuation of common stock and stock based compensation.
Related Parties
The Company follows ASC 850, “Related Party Disclosures,”for the identification of related parties and disclosure of related party transactions.
Fair Value of Financial Instruments
The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rate.
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 financial statements.
| F-5 |
Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the three and six months ended June 30, 2023 and 2022, reflected in the accompanying statement of operations. During the three and six months ended June 30, 2023 and 2022, and shares issuable upon the conversion of senior convertible notes, respectively, shares issuable upon the exercise of stock warrants and and shares issuable upon the exercise of stock options, respectively, were considered for their dilutive effects but were determined to be anti-dilutive due to the Company’s net loss.
Recent Accounting Pronouncements
In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, or ASU 2016-13. The guidance is effective for fiscal years beginning after December 15, 2022. The Company adopted this standard on January 1, 2023, which had no material impact on the Company’s financial statements.
Note 2. Going Concern
These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At SeptemberJune 30, 2021,2023, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considersis of the opinion that the Company will be able to obtain additional funds by equity financing and/or related party advances, however,advances. However, there is no assurance of additional funding being available.
Note 3. Related Party Transactions
During the period of December 2, 2020 (inception) through December 31, 2020, the Company’s sole director advanced the Company $100. The advance is unsecured, non-interest bearing and is payable on demand. As of September 30, 2021 and December 31, 2020, the advances related party totaled $100.
Note 4. Note payable and Advances
Advances
During the period of December 2, 2020 (inception) through December 31, 2020, the Company received advances of $6,000 from an investor to pay operating expenses. The advance is unsecured, non-interest bearing and payable on demand. During the nine months ended September 30, 2021, the Company received $70,000 in advances from shareholders and repaid $16,000 in advances. As of September 30, 2021 and December 31, 2020, the advances totaled $60,000 and $6,000, respectively.
Note payable
In June 2021, the Company entered into a Premium Finance Agreement related to various insurance policies. The policy premiums total $90,826 for a one year policy period. The Company financed $63,556 of the policy over a nine month period. The monthly payments under the agreement are due in ten installments of $6,666, at an annual interest rate of 6.80%.
Note 5. Equity
The Company is currently authorized to issue up to 200,000,000 shares of common stock with a par value of $0.0001. In addition, the Company is authorized to issue 20,000,000 shares of preferred stock with a par value of $0.0001. The specific rights of the preferred stock, when so designated, shall be determined by the board of directors.
During the nine months ended September 30, 2021, the Company issued shares of its common stock to founders at par value of $0.0001 per share. The Company received proceeds of $752 related to the issuance of shares.
During the nine months ended September 30, 2021, the Company issued shares of its common stock to Fourth Wave related to the transfer of their technology at par value of $0.0001 per share. This transaction was contemplated at the founding of our Company and valued at $0.0001 which was the same price the founders paid for common stock. As a result of this transaction, Fourth Wave is a significant shareholder of the Company.
During the nine months ended September 30, 2021, the Company issued shares of its common stock valued at $0.15 per share and received proceeds of $2,438. Based on the estimated fair value using the cash selling price at the time of issuance, the Company recognized an expense of $ related to the issuance of shares and services received.
During the nine months ended September 30, 2021, the Company sold 29.75 Units at a price of $20,000 per Unit to a group of private investors for proceeds of $595,000. Each Unit consists of 100,000 shares of the Company's common stock and 50,000 warrants. Each warrant allows the holder to purchase one share of our common stock at a price of $2.00 per share at any time on or before December 31, 2024.
Stock Warrants
The following table summarizes the stock warrant activity for the nine months ended September 30, 2021:
Schedule of stock warrant activity
| Number of Warrants | Weighted Average Exercise Price Per Share | |||||||
| Outstanding at December 31, 2020 | – | $ | 0 | |||||
| Granted | 1,487,500 | 2.00 | ||||||
| Exercised | 0 | 0 | ||||||
| Forfeited and expired | 0 | – | ||||||
| Outstanding at September 30, 2021 | 1,487,500 | $ | 2.00 | |||||
As of September 30, 2021, all outstanding warrants are exercisable and have a weighted average remaining term of 3.25 years. There was intrinsic value of the outstanding warrants as of September 30, 2021.
Stock Options
On August 1, 2021, the Company granted options to an officer and employees of the Company. The options have a ten-year term and have an exercise price of $ per share. The fair value of the options at issuance was $.
During the nine months ended September 30, 2021, the Company recognized $ of expense related to outstanding stock options leaving $ of unrecognized expenses related to options. As of September 30, 2021, the outstanding stock options have a weighted average remaining term of years and an aggregate intrinsic value of $.
Note 6. Commitments and Contingencies
On January 5, 2021, the Company entered into an employment agreement with Mr. Stone Douglass pursuant to which Mr. Douglass agreed to serve as Chief Executive Officer commencing on January 1, 2021, for an initial term of three years. The term will be extended automatically for one year on January 1, 2024 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Douglass or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of January 1, 2024 or the last date to which the term is extended will be the end of the term). Mr. Douglass will receive a base annual salary of $180,000. During the ninesix months ended SeptemberJune 30, 2021,2023 the Company recognized $135,00090,000 of expense related to this agreement. As of SeptemberJune 30, 2021,2023 and December 31, 2022, the Company has accrued $70,000197,200 and $107,200 of compensation, in accounts payable, related party.respectively.
During the ninesix months ended SeptemberJune 30, 2023, the Company’s director paid $1,595 of expenses on the Company’s behalf and was repaid $1,595 in cash. As of June 30, 2023 and December 31, 2022, the advances related party totaled $0.
During the six months ended June 30 2022, the Company repaid $780 of advances from the Company’s director.
| F-6 |
Note 4. Advances, Note Payable and Convertible Notes
Advances
As of June 30, 2023, the Company owed Norbert Klebl $464,741 and accrued interest of $37,088, related to the funding and purchase of land on the Company’s behalf. The advance bears interest at 8% and is secured by land, see Commitments footnote. As of June 30, 2023 and December 31, 2022, the advances totaled $494,741.
During the six months ended June 30, 2023, the Company received advances of $39,300. The advances are unsecured, non-interest bearing and are payable on demand.
Note Payable
In June 2022, the Company entered into a Premium Finance Agreement related to various insurance policies. The policy premiums total $16,162 for a one year policy period. The Company financed $11,841 of the policy over a ten month period. The monthly payments under the agreement are due in ten installments of $1,224, at an annual interest rate of 7.30%.As of June 30, 2023 and December 31, 2022, the note payable balance was $0 and $4,823, respectively.
In June 2023, the Company entered into a Premium Finance Agreement related to various insurance policies. The policy premiums total $15,193 for a one year policy period. The Company financed $11,661 of the policy over a ten month period. The monthly payments under the agreement are due in ten installments of $1,225, at an annual interest rate of 10.95%. As of June 30, 2023, the note payable balance was $11,661.
Senior Convertible Notes
During the six months ended June 30, 2023, the Company issued senior convertible notes in the principal amount of $40,000. The notes are unsecured, bear interest at 8% per year and are due on demand.
In fiscal year 2021, the Company assumedissued three senior convertible notes in the principal amount of $379,850595,000. The notes are unsecured, bear interest at 8% per year and are due and payable on December 31, 2022. The notes are currently past due.
In fiscal year 2022, the Company issued a senior convertible note in the principal amount of $400,000. The note is unsecured, bears interest at 12% per year and is due and payable on May 31, 2023. The note is currently past due.
At the option of the holders, the notes can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.20. The Company evaluated the conversion options and concluded an embedded derivative was not present at issuance. In the event that the Company issues and sells shares of its equity securities to investors while this Note remains outstanding in an equity financing with total proceeds to the Company of not less than $2,500,000, excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (a "Qualified Financing"), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into the-Equity Securities sold in the Qualified Financing at a Conversion Price equal to $0.20 per Equity Security regardless of the cash price paid per share for Equity Securities by the Investors in the Qualified Financing. As of June 30, 2023 and December 31, 2022, the balances on the senior convertible notes were $1,035,000 of liabilities associated with consulting agreements to various employees and consultants.$995,000, respectively.
| F-7 |
Note 5. Equity
The Company is currently authorized to issue up to shares of common stock with a par value of $0.0001. In addition, the Company is authorized to issue shares of preferred stock with a par value of $. The specific rights of the preferred stock, when so designated, shall be determined by the board of directors.
On June 19, 2022, the Company entered into a one-year contract with SRAX, Inc. (“SRAX”). In exchange for the right to use the SRAX Sequire platform, in connection with the Company’s Regulation A Offering, the Company agreed to issue SRAX 1,250,000 shares of its restricted common stock. Per the agreement, the shares are subject to a price adjustment if the Company issues any common stock or common stock equivalents less than $1.00 per share. On July 13, 2022, the Company issued shares to SRAX. The Company recorded the $1,250,000 in additional paid in capital and will recognize the expense over the life of the contract. During the six months ended June 30, 2023, the Company recognized $ of stock-based compensation related to this agreement. As of June 30, 2023, the Company had $ of unrecognized expense of stock-based compensation related to this issuance.
On February 24, 2023, the Board approved the issuance of shares of the Company common stock at $0.0001 to consultants for services. The shares vested upon issuance. Based on the $1.00 per share fair value using the cash selling price at the time of issuance, the Company recognized an expense of $99,990 related to the issuance of shares.
On May 23, 2023, the Board approved the issuance of shares of the Company common stock at $0.0001 to consultants for services. The shares vested upon issuance. Based on the $1.00 per share fair value using the cash selling price at the time of issuance, the Company recognized an expense of $299,970 related to the issuance of shares.
Stock Warrants
The following table summarizes the stock warrant activity for the six months ended June 30, 2023:
| Schedule of stock warrant activity | ||||||||
| Number of Warrants | Weighted Average Exercise Price Per Share | |||||||
| Outstanding at December 31, 2022 | 1,487,500 | $ | 2.00 | |||||
| Granted | – | – | ||||||
| Exercised | – | – | ||||||
| Forfeited and expired | – | – | ||||||
| Outstanding at June 30, 2023 | 1,487,500 | $ | 2.00 | |||||
As of June 30, 2023, all outstanding warrants are exercisable and have a weighted average remaining term of 1.51 years. There was intrinsic value of the outstanding warrants as of June 30, 2023.
| F-8 |
Stock Options
The following table summarizes the stock option activity for the six months ended June 30, 2023:
| Schedule of stock option activity | ||||||||
| Number of Options | Weighted Average Exercise Price Per Share | |||||||
| Outstanding at December 31, 2022 | 4,050,000 | $ | 0.11 | |||||
| Granted | – | – | ||||||
| Exercised | – | – | ||||||
| Forfeited and expired | – | – | ||||||
| Outstanding at June 30, 2023 | 4,050,000 | $ | 0.11 | |||||
During the six months ended June 30, 2023, the Company recognized $ of expense related to outstanding stock options leaving $ of unrecognized expenses related to options. As of June 30, 2023, the outstanding stock options have a weighted average remaining term of years and an aggregate intrinsic value of $.
Note 6. Commitments
On May 17, 2022, the Company engaged Rialto Markets, LLC (“Rialto”), to act as the broker-dealer of record in connection with the Company’s Regulation A Offering, but not for underwriting or placement agent services. The Company has agreed to pay Rialto a commission equal to 2% of the amount raised from the sale of the Company’s common stock in the Regulation A Offering. During the year ended December 31, 2022, the Company paid Rialto $2,000 for FINRA filing fees.
On July 1, 2022, the Company entered into an agreement with Norbert Klebl to collaborate on the development of the 4-plex in Arvada, Colorado. Mr. Klebl is a co-founder of the GSP technology and is the Development Director for the Company. Per the agreement, the Company or its newly formed subsidiary, Sustainable Housing Development Corporation, will be named developer of the property and Mr. Klebl will be the primary manager of the project. Mr. Klebl paid for the land on which the project will be built and contributed the property to the Company’s subsidiary. The Company will arrange for a construction loan on the project. If the Company does not arrange for a construction loan on the project by December 31, 2022, the property on which the 4-plex is to be built will revert to Mr, Klebl. Subsequent to December 31, 2022, the Company extended the agreement with Mr. Klebl to April 30, 2023. In June 2023, the Company extended the agreement with Mr. Klebl to July 31, 2023.Upon sale of the 4-plex which is to be built on the property, Mr. Klebl will receive the price paid for the property and any advances toward the project. The profits from the sale of the 4-plex, if any, will be allocated 75% to Mr. Klebl and 25% to the Company. The advance is secured by the property, bears interest at 8% per annum and is repayable when the development is sold. As of June 30, 2023, Mr. Klebl is owed $464,741, which is repayable when the development is sold.
Note 7. Subsequent Events
On July 10, 2023, the Company issued 300,000 shares of the Company common stock at $0.0001 to consultants for services.
| F-9 |
| Item 2. | Management’s Discussion and Analysis of Financial Conditions and Results of Operations |
Overview
We were incorporated in Colorado on December 2, 2020. We acquired all rights to what we callformerly called the GSP system on March 9, 2021 from Fourth Wave Energy, Inc ("FWAV") in return for the issuance of up to 10,000,000 shares of our common stock to FWAV. FWAV plans to distributehas distributed (“Spin-Off”) these shares to its shareholders on the basis of one share of our common stock for every four shares held by a Fourth Wave shareholder.shareholders.
We also assumed all liabilities (approximately $380,000) associated with seven consulting agreements previously signed by FWAV. The agreements with the consultants generally provided that the consultants would advise FWAV in matters concerning the development of natural energythe GSP systems referred to as the "GSP system", in newly built and existing residences as well as new apartments and commercial buildings. Although these consulting agreements have since expired, we still owe approximately $380,000 to the former consultants.
GSP SystemSmartGreen™ Home system
The SmartGreen™ Home system (“SGH system” formerly the GSP systemsystem) is based on combining solar power and other energy efficient technologies into one fully integrated system. The GSPSGH system is designed to significantly reduce energy consumption and associated carbon emissions in residences and commercial buildings.
The GSPSGH system is:
| · | Powered by solar photovoltaics and is managed with direct current advanced energy management controls |
| · | Uses: |
| ° | Geothermal heating and cooling | |
| ° | Efficient HVAC; | |
| ° | LED lighting; | |
| ° | Solar energy for hot water heating; | |
| ° | Improved insulation; and | |
| ° | Advanced air filtration and ventilation. |
We plan to use a national network of home improvementsolar contractors throughout the US to market and install the GSPSGH system directly to homeowners. GST will retain the rights to the sales and installation of the System in the state of Colorado
We plan to use independent subcontractors to replace a home’s existing heating and air conditioning system with the GSPSGH system. We estimate that the removal of an existing HVAC system and the installation of the GSPSGH system will cost approximately $39,000$75,000 after tax credits and require approximately 20 days to complete.
It is believed the installation of the GSPSGH system will result in a more valuable, cleaner and healthier home and is highly economic for the homeowner.
We believe the GSPSGH system represents an important advancement in the way homes are cooled, heated and powered and that the market for the GSPSGH system will be substantial.
As of September 30, 2021 we were in the development stage.
| 1 |
We also are marketing the SmartGreen™ Home system in neighborhoods.
As of June 30, 2023 we were in the development stage.
Results of Operations
We cannot compareMaterial changes in the line items in our resultsStatement of operationsIncome for the three and ninesix months ended SeptemberJune 30, 2021 with2023 as compared to the prior periods sincesame period last year, are discussed below:
| Item | Increase (I) or Decrease (D) | Reason | ||
| General and Administrative Expenses | I | Increase in stock based compensation |
The factors that will most significantly affect future operating results are:
| · | Timing of raising capital to fund future product development and customer acquisition | |
| · | Supply chain cost increases and timing issues | |
| · | Competition | |
| · | Ability to find workers |
Other than the foregoing we weredo not incorporated until December 2, 2020.know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on our revenues or expenses.
Liquidity and Capital Resources
Our sources and (uses) of cash for the ninesix months ended SeptemberJune 30, 20212023 and 20202022 were:
| 2023 | 2022 | |||||||
| $ | $ | |||||||
| Cash used in operations | (77,877 | ) | (562,665 | ) | ||||
| Proceeds from advances | 39,300 | 1,000 | ||||||
| Repayment of advances | (1,595 | ) | (30,780 | ) | ||||
| Repayment of note | (4,823 | ) | – | |||||
| Proceeds from senior convertible notes payable | 40,000 | 745,000 | ||||||
| Proceeds from subscription receivable | – | 960 | ||||||
| Proceeds from sale of common stock and warrants | – | 283 | ||||||
Our projected capital requirements for the twelve months ending June 30, 2024 are:
| Description | Amount | |||
| Marketing | $ | 300,000 | ||
| General and Administrative | $ | 1,000,000 | ||
| Research and Development | $ | 200,000 | ||
The funding we require may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shareholders. There is no assurance that we will be able to maintain operations at a level sufficient for investors to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.
Other than as disclosed above, we do not anticipate any material capital requirements for the twelve months ending June 30, 2024.
Other than as disclosed above, we do not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, our liquidity increasing or decreasing in any material way.
Other than as disclosed above, we do not know of any significant changes in our expected sources and uses of cash.
We do not have any commitments or arrangements from any person to provide us with any equity capital.
Contractual Obligations
As of June 30, 2023 we did not have any material capital commitments.
Off-Balance Sheet Arrangements
None.
Going Concern
The unaudited consolidated financial statements accompanying the report have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations for our next fiscal year. Realization values may be substantially different from carrying values as shown and the consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should we be unable to continue as a going concern. At SeptemberJune 30, 2021,2023, we have had no revenue and have not yet achieved profitable operations and expect to incur further losses in the development of our business, all of which raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that we will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.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.
| 3 |
Significant Accounting Policies
See Note 1 to the Consolidated Financial Statements included as part of this report for a description of our Significant Accounting Policies.
| Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Under the direction and with the participation of the Company’s management, including the Company’s Chief Executive and Chief Financial Officer, the Company has conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of SeptemberJune 30, 2021.2023. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic reports with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching its desired disclosure control objectives. Based on the evaluation, the Chief Executive and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of SeptemberJune 30, 2021.2023.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting that occurred during the three months ended SeptemberJune 30, 20212023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II
II. OTHER INFORMATION
| Item 6. | Exhibits |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). |
* Incorporated by reference to the same exhibit filed with Amendment No. 1 to the Company’s registration statement on Form S-1 (File # 333-255887).
SIGNATURES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DATED: | GEOSOLAR TECHNOLOGIES, INC. |
| By: /s/A. Stone Douglass | |
| A. Stone Douglass, Principal Executive, | |
| Financial and Accounting Officer |