GeoSolar (GSLR) 10-K 14 Apr 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Apr. 14, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	333-212055
Entity Registrant Name	GEOSOLAR TECHNOLOGIES, INC.
Entity Central Index Key	0001838876
Entity Tax Identification Number	85-4106353
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	1400 16th Street
Entity Address, Address Line Two	Ste 400
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	(720)
Local Phone Number	932-8109
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Entity Shell Company	false
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		61,802,000
Auditor Firm ID	206
Auditor Name	MaloneBailey, LLP
Auditor Location	Houston, Texas

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 14,320	$ 19,362
Subscription receivable	0	960
Prepaid expenses	6,734	1,474
Total current assets	21,054	21,796
Noncurrent assets:
Deferred offering costs	0	300,000
Land	464,741	0
Total noncurrent assets	464,741	300,000
Total assets	485,795	321,796
Current liabilities:
Accounts payable	131,454	166,837
Accrued compensation	107,200	80,000
Accrued expenses	784,815	409,349
Related party advances	0	780
Advances	494,741	60,000
Note payable	4,823	0
Senior convertible notes payable	995,000	150,000
Total current liabilities	2,518,033	866,966
Total liabilities	2,518,033	866,966
Commitments and contingencies
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding	0	0
Common stock, $0.0001 par value, 200,000,000 shares authorized, 61,702,000 and 56,875,000 shares issued and outstanding, respectively	6,171	5,688
Additional paid in capital	8,126,266	6,149,052
Accumulated deficit	(10,164,675)	(6,699,910)
Total stockholders' deficit	(2,032,238)	(545,170)
Total liabilities and stockholders' deficit	$ 485,795	$ 321,796

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares, Issued	61,702,000	56,875,000
Common Stock, Shares, Outstanding	61,702,000	56,875,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating expenses:
General and administrative	$ 3,368,082	$ 6,626,621
Research and development	10,502	65,702
Total operating expenses	3,378,584	6,692,323
Other expenses:
Interest expense	(86,181)	(2,587)
Total other expenses	(86,181)	(2,587)
Net loss	$ (3,464,765)	$ (6,694,910)
Net loss per common share:
Basic	$ (0.06)	$ (0.18)
Diluted	$ (0.06)	$ (0.18)
Weighted average common shares outstanding:
Basic	60,097,459	36,345,060
Diluted	60,097,459	36,345,060

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Deficit - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2020			$ (5,000)	$ (5,000)
Founder shares issued for cash	$ 752			752
Founder shares issued for cash, shares	7,525,000
Common shares issued for cash ($298) and services	$ 2,478	3,713,773		3,716,251
Common shares issued for cash and services, shares	24,775,000
Common shares issued for subscription receivable ($960) and services	$ 960	1,439,040		1,440,000
Common shares issued for cash and services, shares	9,600,000
Units issued for cash	$ 298	594,702		595,000
Units issued for cash, shares	2,975,000
Common shares issued to Fourth Wave Energy, Inc.	$ 1,000			1,000
Common shares issued to Fourth Wave Energy, Inc., shares	10,000,000
Common shares issued for deferred offering cost	$ 200	299,800		300,000
Common shares issued for deferred offering cost, shares	2,000,000
Stock based compensation		101,737		101,737
Net loss			(6,694,910)	(6,694,910)
Ending balance, value at Dec. 31, 2021	$ 5,688	6,149,052	(6,699,910)	(545,170)
Ending, balance shares at Dec. 31, 2021	56,875,000
Common shares issued for cash, net		1,990		1,990
Common shares issued for cash, net, shares	2,000
Common shares issued for cash ($298) and services	$ 298	445,953		446,251
Common shares issued for cash and services, shares	2,975,000
Stock based compensation	$ 185	1,529,271		1,529,456
Stock based compensation, shares	1,850,000
Net loss			(3,464,765)	(3,464,765)
Ending balance, value at Dec. 31, 2022	$ 6,171	$ 8,126,266	$ (10,164,675)	$ (2,032,238)
Ending, balance shares at Dec. 31, 2022	61,702,000

Consolidated Statements of Ch_2

Consolidated Statements of Changes in Stockholders' Deficit (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Statement of Stockholders' Equity [Abstract]
Proceeds from Issuance of Common Stock	$ 298	$ 2,478
Proceeds from subscription		$ 960

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (3,464,765)	$ (6,694,910)
Adjustment to reconcile net loss to cash used in operating activities:
Stock based compensation	1,975,409	5,255,550
Write off of deferred offering costs	300,000	0
Net change in:
Prepaid expenses	1,256,581	10,071
Accounts payable	(35,383)	167,517
Accounts payable, related party	27,200	80,000
Accrued expenses	(874,534)	409,349
CASH FLOWS USED IN OPERATING ACTIVITIES	(815,492)	(772,423)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of advances	(30,000)	(16,000)
Proceeds from advances, related party	1,000	0
Repayment of advances, related party	(1,780)	0
Proceeds from advances		70,000
Repayment of note payable	(7,018)	(11,545)
Proceeds from senior convertible notes payable	845,000	150,000
Proceeds from subscription receivable	960	0
Proceeds from issuance of common stock and warrants	2,288	598,230
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	810,450	790,685
NET CHANGE IN CASH	(5,042)	18,262
Cash, beginning of period	19,362	1,100
Cash, end of period	14,320	19,362
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest expense	11,652	1,064
Cash paid for income taxes	0	0
NON-CASH TRANSACTIONS
Financing of prepaid insurance premiums	11,841	11,545
Non-cash increase in prepaid expenses	1,250,000	0
Land acquired with advance	464,741	0
Expenses paid on the Company's behalf	0	680
Common shares issued for subscription receivable	0	960
Common shares issued for deferred financing cost	$ 0	$ 300,000

Basis of Presentation

Basis of Presentation	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Note 1. Basis of Presentation The accompanying audited 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”) 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, 2022, Sustainable Housing Development Corporation, has not begun operations.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below: Principles of Consolidation Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiary, Sustainable Housing Development Corporation. All intercompany transactions and balances have been eliminated. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Basis of Presentation The basis of accounting applied is United States generally accepted accounting principles (“US GAAP”). Cash and Cash Equivalents The Company considers all highly liquid investments with an original purchase maturity of three months or less to be cash equivalents. As of December 31, 2022 and 2021, there were no Use of Estimates In preparing 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 financial statements involving the valuation of common stock and stock based compensation. Impairment of Long-lived Assets We continually monitor events and changes in circumstances that could indicate that our carrying amounts of long-lived assets, including land, may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flow. If the future undiscounted cash flow is less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. 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 uses the asset and liability method of accounting for income taxes. Under this method, 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 market rate. Basic and Diluted Loss Per Share Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the years ended December 31, 2022 and 2021. During the year ended December 31, 2022, 1,487,500 4,050,000 5,244,172 1,487,500 3,750,000 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. Leases The Company elected to adopt a package of practical expedients under Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842) which removes the requirement to reassess whether expired or existing contracts contain leases and removes the requirement to reassess the lease classification for any existing leases prior to the adoption date of January 1, 2019. Additionally, the Company has made a policy election not to capitalize leases with a term of 12 months or less. Rent expense for the years ended December 31, 2022 and 2021, was $ 4,479 3,682 Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) to simplify the accounting for convertible instruments by removing certain separation models in Subtopic 470- 20, Debt with Conversion and Other Options, for convertible instruments. Under the amendments in ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate when applying the guidance in Topic 835, Interest. The amendments in ASU 2020-06 provide financial statement users with a simpler and more consistent starting point to perform analyses across entities. The amendments also improve the operability of the guidance and reduce, to a large extent, the complexities in the accounting for convertible instruments and the difficulties with the interpretation and application of the relevant guidance. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. The amendments in ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies, as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of its annual fiscal year and are allowed to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If an entity elects the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The Company early adopted ASU 2020-06 on January 1, 2022. The adoption of ASU 2020-06 did not have an impact on the Company’s consolidated financial statements. 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. Reclassification Certain reclassifications may have been made to our prior year’s financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit.

Going Concern

Going Concern	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 3. Going Concern These 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 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, 2022, 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 considers 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.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 4. Related Party Transactions On January 5, 2021, the Company entered into an employment agreement with Mr. Stone Douglass pursuant to which Mr. Douglass agreed to serve as Chief Executive Officer commencing on January 1, 2021, for an initial term of three years. The term will be extended automatically for one year on January 1, 2024 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Douglass or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of January 1, 2024 or the last date to which the term is extended will be the end of the term). Mr. Douglass will receive a base annual salary of $180,000. During the years ended December 31, 2022 and 2021, the Company recognized $ 180,000 107,200 80,000 During the year ended December 31, 2022, the Company received $ 1,000 1,780 680 0 780 During the year ended December 31, 2021, Mr. Douglass and a family member purchased 3,400,000 100,000

Advances, Notes Payable and Sen

Advances, Notes Payable and Senior Convertible Notes	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
Advances, Notes Payable and Senior Convertible Notes	Note 5. Advances, Notes Payable and Senior Convertible Notes Advances During the year December 31, 2022, the Company received $ 0 30,000 70,000 16,000 As of December 31, 2022, the Company owes Mr. Klebl $ 464,741 18,641 As of December 31, 2022 and 2021, the advances totaled $ 494,751 60,000 Note Payable In June 2022, the Company entered into a Premium Finance Agreement related to various insurance policies. The policy premiums total $ 16,162 11,841 4,823 Senior Convertible Notes In November and December 2021, the Company issued three senior convertible notes in the principal amount of $ 150,000 445,000 8 In June 2022, the Company issued a senior convertible note in the principal amount of $ 400,000 12 May 31, 2023 995,000 150,000

Equity

Equity	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Equity	Note 6. Equity The Company is currently authorized to issue up to 200,000,000 0.0001 20,000,000 0.0001 2022 On February 8, 2022, the Board approve the issuance of 2,975,000 445,953 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 will issue SRAX 1,250,000 shares of its restricted common stock. Per the agreement, the shares are subject to a price adjustment if the Company issues any common stock or common stock equivalents less than $1.00 per share. On July 13, 2022, the Company issued 1,250,000 1,250,000 677,083 572,917 On December 14, 2022, the Board approved the issuance of 600,000 599,940 During the year ended December 31, 2022, the Company issued 2,000 1,990 2021 During the year ended December 31, 2021, the Company issued 7,525,000 752 During the year ended December 31, 2021, the Company issued 10,000,000 During the year ended December 31, 2021, the Company issued 34,375,000 2,478 960 5,152,813 During the year ended December 31, 2021, the Company sold 29.75 Units 595,000 Each Unit consists of 100,000 shares of our common stock and 50,000 warrants. On December 1, 2021, the Company entered into an agreement with Manhattan Street Capital (“MSC”) to provide management, technology, administrative services, and assistance with and introduction to resources need to conduct a Reg A+ offering. MSC with be paid $5,000 monthly in advance for a 9-month period and $2,500 per month while the offering is ongoing. In addition, MSC will receive 2,000,000 300,000 300,000 0 300,000 Stock Warrants The following table summarizes the stock warrant activity for the years ended December 31, 2022 and 2021: Schedule of stock warrant activity Number of Weighted Average Exercise Price Per Share Outstanding at December 31, 2020 – $ – Granted 1,487,500 2.00 Exercised – – Forfeited and expired – – Outstanding at December 31, 2021 1,487,500 2.00 Granted – – Exercised – – Forfeited and expired – – Outstanding at December 31, 2022 1,487,500 $ 2.00 As of December 31, 2022, all outstanding warrants are exercisable and have a weighted average remaining term of 2.0 no Stock Options The following table summarizes the stock option activity for the years ended December 31, 2022 and 2021: Schedule of stock option activity Number of Options Weighted Average Exercise Price Per Share Outstanding at December 31, 2020 – $ – Granted 3,750,000 0.10 Exercised – – Forfeited and expired – – Outstanding at December 31, 2021 3,750,000 0.10 Granted 300,000 0.20 Exercised – – Forfeited and expired – – Outstanding at December 31, 2022 4,050,000 $ 0.11 On December 14, 2022, the Company granted 300,000 0.20 43,048 1.00 0.20 10 126.98 3.49 0 On August 1, 2021, the Company granted 2,000,000 1,750,000 0.10 732,508 0.20 0.10 10 132.91 1.24 0 During the year ended December 31, 2022, the Company recognized $ 252,373 673,781 8.69 187,500 During the year ended December 31, 2021, the Company recognized $ 101,737 630,771

Commitments

Commitments	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments	Note 7. 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 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. 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 8 464,741

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income Tax	Note 8. Income Tax 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, 2022 2021 Income tax benefit computed at the statutory rate $ 728,000 $ 1,406,000 Tax effect of: Non-deductible expenses (415,000 ) (1,103,000 ) Change in valuation allowance (313,000 ) (303,000 ) 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: Schedule of deferred tax assets and liabilities As of As of December 31, December 31, 2022 2021 Deferred income tax assets Net operating losses $ 616,000 $ 303,000 Valuation allowance (616,000 ) (303,000 ) Net deferred income tax assets $ – $ – The Company has an operating loss carry forward of approximately $ 2,933,000 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, 2022 and December 31,2021, 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, 2022 and December 31,2021, there were no penalties or interest recorded in income tax expense.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9. Subsequent Events On February 24, 2023, the Board approved the issuance of 100,000 shares of the Company common stock to consultants for services. The shares vest upon issuance.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiary, Sustainable Housing Development Corporation. All intercompany transactions and balances have been eliminated. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Basis of Presentation	Basis of Presentation The basis of accounting applied is United States generally accepted accounting principles (“US GAAP”).
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with an original purchase maturity of three months or less to be cash equivalents. As of December 31, 2022 and 2021, there were no
Use of Estimates	Use of Estimates In preparing 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 financial statements involving the valuation of common stock and stock based compensation.
Impairment of Long-lived Assets	Impairment of Long-lived Assets We continually monitor events and changes in circumstances that could indicate that our carrying amounts of long-lived assets, including land, may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through their undiscounted expected future cash flow. If the future undiscounted cash flow is less than the carrying amount of these assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.
Related Parties	Related Parties The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.
Income Taxes	Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rate.
Basic and Diluted Loss Per Share	Basic and Diluted Loss Per Share Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the years ended December 31, 2022 and 2021. During the year ended December 31, 2022, 1,487,500 4,050,000 5,244,172 1,487,500 3,750,000 0
Stock-based Compensation	Stock-based Compensation The Company determines the fair value of stock option awards granted to employees and nonemployees in accordance with FASB ASC Topic 718 – 10. Compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.
Leases	Leases The Company elected to adopt a package of practical expedients under Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842) which removes the requirement to reassess whether expired or existing contracts contain leases and removes the requirement to reassess the lease classification for any existing leases prior to the adoption date of January 1, 2019. Additionally, the Company has made a policy election not to capitalize leases with a term of 12 months or less. Rent expense for the years ended December 31, 2022 and 2021, was $ 4,479 3,682
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) to simplify the accounting for convertible instruments by removing certain separation models in Subtopic 470- 20, Debt with Conversion and Other Options, for convertible instruments. Under the amendments in ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate when applying the guidance in Topic 835, Interest. The amendments in ASU 2020-06 provide financial statement users with a simpler and more consistent starting point to perform analyses across entities. The amendments also improve the operability of the guidance and reduce, to a large extent, the complexities in the accounting for convertible instruments and the difficulties with the interpretation and application of the relevant guidance. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. The amendments in ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies, as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of its annual fiscal year and are allowed to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If an entity elects the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The Company early adopted ASU 2020-06 on January 1, 2022. The adoption of ASU 2020-06 did not have an impact on the Company’s consolidated financial statements. 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.
Reclassification	Reclassification Certain reclassifications may have been made to our prior year’s financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit.

Equity (Tables)

Equity (Tables)	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
Schedule of stock warrant activity	Schedule of stock warrant activity Number of Weighted Average Exercise Price Per Share Outstanding at December 31, 2020 – $ – Granted 1,487,500 2.00 Exercised – – Forfeited and expired – – Outstanding at December 31, 2021 1,487,500 2.00 Granted – – Exercised – – Forfeited and expired – – Outstanding at December 31, 2022 1,487,500 $ 2.00
Schedule of stock option activity	Schedule of stock option activity Number of Options Weighted Average Exercise Price Per Share Outstanding at December 31, 2020 – $ – Granted 3,750,000 0.10 Exercised – – Forfeited and expired – – Outstanding at December 31, 2021 3,750,000 0.10 Granted 300,000 0.20 Exercised – – Forfeited and expired – – Outstanding at December 31, 2022 4,050,000 $ 0.11

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of income tax expense	Schedule of income tax expense Year Ended Year Ended December 31, December 31, 2022 2021 Income tax benefit computed at the statutory rate $ 728,000 $ 1,406,000 Tax effect of: Non-deductible expenses (415,000 ) (1,103,000 ) Change in valuation allowance (313,000 ) (303,000 ) Provision for income taxes $ – $ –
Schedule of deferred tax assets and liabilities	Schedule of deferred tax assets and liabilities As of As of December 31, December 31, 2022 2021 Deferred income tax assets Net operating losses $ 616,000 $ 303,000 Valuation allowance (616,000 ) (303,000 ) Net deferred income tax assets $ – $ –

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Cash and cash equivalent	$ 0	$ 0
Rent expense	$ 4,479	$ 3,682
Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,487,500	1,487,500
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,050,000	3,750,000
Senior Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	5,244,172	0

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Related Party Transaction [Line Items]
Proceeds from Related Party Debt	$ 1,000	$ 0
Repayments of Related Party Debt	1,780	0
Stone Douglass [Member]
Related Party Transaction [Line Items]
Expense related to agreement	180,000
Accrued Salaries, Current	107,200	$ 80,000
Stock Issued During Period, Shares, New Issues		3,400,000
Sole Director [Member]
Related Party Transaction [Line Items]
Proceeds from Related Party Debt	1,000	$ 680
Repayments of Related Party Debt	1,780
Due to Related Parties, Current	$ 0	$ 780
Douglass Family Member [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues		100,000

Advances, Notes Payable and S_2

Advances, Notes Payable and Senior Convertible Notes (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Nov. 30, 2021
Debt Instrument [Line Items]
Proceeds from Related Party Debt		$ 1,000	$ 0
Repayments of Related Party Debt		1,780	0
Accounts Payable, Other, Current		494,751	60,000
Insurance expense	$ 16,162
Insurance payable		11,841
Note payable		4,823	0
Convertible Debt		995,000	150,000
Senior Convertible Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount		$ 445,000		$ 150,000
Debt Instrument, Interest Rate, Stated Percentage		8%
Debt Instrument, Maturity Date		May 31, 2023
Senior Convertible Notes 2 [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount	$ 400,000
Debt Instrument, Interest Rate, Stated Percentage		12%
Klebl [Member]
Debt Instrument [Line Items]
Due to related party		$ 464,741
Accrued interest		18,641
Stockholders [Member]
Debt Instrument [Line Items]
Proceeds from Related Party Debt		0	70,000
Repayments of Related Party Debt		$ 30,000	$ 16,000

Equity (Details - Warrant activ

Equity (Details - Warrant activity) - Warrant [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants Outstanding Beginning	1,487,500	0
Weighted Average Exercise Price Per Share Beginning Balance	$ 2	$ 0
Number of Warrants Outstanding Granted	0	1,487,500
Weighted Average Exercise Price Per Share Granted	$ 0	$ 2
Number of Warrants Outstanding Exercised	0	0
Weighted Average Exercise Price Per Share Exercised	$ 0	$ 0
Number of Warrants Outstanding Forfeited And Expired	0	0
Weighted Average Exercise Price Per Share Forfeited And Expired	$ 0	$ 0
Number of Warrants Outstanding Ending Balance	1,487,500	1,487,500
Weighted Average Exercise Price Per Share Ending Balance	$ 2	$ 2

Equity (Details - Option activi

Equity (Details - Option activity) - Equity Option [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding at the beginning	3,750,000	0
Weighted Average Exercise Price Per Share, Beginning	$ 0.10	$ 0
Stock option Granted	300,000	3,750,000
Weighted Average Exercise Price Per Share, Granted	$ 0.20	$ 0.10
Stock option exercised	0	0
Weighted Average Exercise Price Per Share, Exercised	$ 0	$ 0
Stock option Forfeited and expired	0	0
Weighted Average Exercise Price Per Share, Forfeited and expired	$ 0	$ 0
Outstanding at the ending	4,050,000	3,750,000
Weighted Average Exercise Price Per Share, Ending	$ 0.11	$ 0.10

Equity (Details Narrative)

Equity (Details Narrative) - USD ($)							12 Months Ended
	Dec. 14, 2022	Aug. 02, 2022	Aug. 01, 2022	Jul. 13, 2022	Feb. 08, 2022	Dec. 02, 2021	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
Common Stock, Shares Authorized							200,000,000	200,000,000
Common Stock, Par or Stated Value Per Share							$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized							20,000,000	20,000,000
Preferred Stock, Par or Stated Value Per Share							$ 0.0001	$ 0.0001
Stock Issued During Period, Value, New Issues							$ 446,251	$ 3,716,251
Share-Based Payment Arrangement, Noncash Expense	$ 599,940						1,975,409	5,255,550
Common stock to consultants for services	600,000
Common shares issued for cash, net							1,990
Proceeds from Issuance or Sale of Equity							2,288	598,230
Subscription receivable								960
Stock Issued During Period, Value, Issued for Services								1,440,000
Write off of Deferred Debt Issuance Cost							$ 300,000	0
Warrants and Rights Outstanding, Term							2 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding							$ 0
Stock price	$ 1	$ 0.20
Contractual term	10 years	10 years
Volatility rate	126.98%	132.91%
Discount rate	3.49%	1.24%
Dividend yield	0%	0%
Employee stock option		1,750,000
Equity Option [Member]
Class of Stock [Line Items]
Share-Based Payment Arrangement, Noncash Expense							252,373	101,737
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount							$ 673,781	$ 630,771
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross							300,000	3,750,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price							$ 0.20	$ 0.10
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition							8 years 8 months 8 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value							$ 187,500
Private Investors [Member]
Class of Stock [Line Items]
Proceeds from Issuance or Sale of Equity								$ 595,000
Number of units sold								29.75 Units
Unit description								Each Unit consists of 100,000 shares of our common stock and 50,000 warrants.
Manhattan Street Capital [Member]
Class of Stock [Line Items]
Common stock to consultants for services						2,000,000
Stock Issued During Period, Value, Issued for Services						$ 300,000
Write off of Deferred Debt Issuance Cost							300,000
Debt Instrument, Unamortized Discount							$ 0	$ 300,000
Sale Of Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues								34,375,000
Share-Based Payment Arrangement, Noncash Expense								$ 5,152,813
Proceeds from Issuance or Sale of Equity								$ 2,478
Fourth Wave [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, Purchase of Assets								10,000,000
Founders [Member]
Class of Stock [Line Items]
Shares issued to founders, shares								7,525,000
Proceeds from Issuance or Sale of Equity								$ 752
Consultant [Member] | Equity Option [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	300,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 0.20
Options at issuance	$ 43,048
An Officer And Employees [Member] | Equity Option [Member]
Class of Stock [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross			2,000,000
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 0.10
Options at issuance		$ 732,508
Common Stock [Member]
Class of Stock [Line Items]
Common shares issued for cash, net, shares							2,000
Common shares issued for cash, net							$ 1,990
S R A X Inc [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues				1,250,000
Stock Issued During Period, Value, New Issues				$ 1,250,000
Share-Based Payment Arrangement, Noncash Expense							677,083
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount							$ 572,917
Private Investors [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues					2,975,000
Stock Issued During Period, Value, New Issues					$ 445,953

Commitments (Details Narrative)

Commitments (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Jul. 31, 2022	Dec. 31, 2022
Klebl [Member]
Securities Financing Transaction [Line Items]
Interest rate	8%
Due to related party		$ 464,741
Rialto [Member]
Securities Financing Transaction [Line Items]
Payments of Stock Issuance Costs		$ 2,000

Income Tax (Details - Provision

Income Tax (Details - Provision for income tax) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax benefit computed at the statutory rate	$ 728,000	$ 1,406,000
Non-deductible expenses	(415,000)	(1,103,000)
Change in valuation allowance	(313,000)	(303,000)
Provision for income taxes	$ 0	$ 0

Income Tax (Details - Deferred

Income Tax (Details - Deferred income taxes) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net operating losses	$ 616,000	$ 303,000
Valuation allowance	(616,000)	(303,000)
Net deferred income tax assets	$ 0	$ 0

Income Tax (Details Narrative)

Income Tax (Details Narrative)	Dec. 31, 2022 USD ($)
Income Tax Disclosure [Abstract]
Operating Loss Carryforwards	$ 2,933,000