Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 333-255887 | |
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, 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 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 Common Stock, Shares Outstanding | 62,402,000 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
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 |
Current liabilities: | ||
Accounts payable | 258,746 | 131,454 |
Accrued compensation | 197,200 | 107,200 |
Accrued expenses | 1,027,605 | 784,815 |
Advances | 534,041 | 494,741 |
Note payable | 11,661 | 4,823 |
Senior convertible notes payable | 1,035,000 | 995,000 |
Total current liabilities | 3,064,253 | 2,518,033 |
Total liabilities | 3,064,253 | 2,518,033 |
Commitments | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 200,000,000 shares authorized, 62,102,000 and 61,702,000 shares issued and outstanding, respectively | 6,211 | 6,171 |
Additional paid in capital | 9,270,458 | 8,126,266 |
Accumulated deficit | (11,852,269) | (10,164,675) |
Total stockholders' deficit | (2,575,600) | (2,032,238) |
Total liabilities and stockholders' deficit | $ 488,653 | $ 485,795 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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 | 62,102,000 | 61,702,000 |
Common Stock, Shares, Outstanding | 62,102,000 | 61,702,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Operating expenses: | ||||
General and administrative | $ 845,058 | $ 433,776 | $ 1,618,908 | $ 1,124,698 |
Research and development | 0 | 4,097 | 0 | 7,560 |
Total operating expenses | 845,058 | 437,873 | 1,618,908 | 1,132,258 |
Other expenses: | ||||
Interest expense | (34,811) | (12,448) | (68,686) | (21,386) |
Total other expenses | (34,811) | (12,448) | (68,686) | (21,386) |
Net loss | $ (879,869) | $ (450,321) | $ (1,687,594) | $ (1,153,644) |
Net loss per common share: | ||||
Basic | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) |
Diluted | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.02) |
Weighted average common shares outstanding: | ||||
Basic | 61,928,667 | 59,850,000 | 61,835,333 | 59,106,250 |
Diluted | 61,928,667 | 59,850,000 | 61,835,333 | 59,106,250 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 5,688 | $ 6,149,052 | $ (6,699,910) | $ (545,170) |
Beginning, balance shares at Dec. 31, 2021 | 56,875,000 | |||
Stock based compensation | 61,042 | 61,042 | ||
Beginning, balance shares | 2,825,000 | |||
Common shares issued for cash ($283) and services | $ 283 | 423,468 | 423,751 | |
Net loss | (703,323) | (703,323) | ||
Common shares issued for subscription receivable ($15) and services | $ 15 | 22,485 | 22,500 | |
Beginning, balance shares | 150,000 | |||
Ending balance, value at Mar. 31, 2022 | $ 5,986 | 6,656,047 | (7,403,233) | (741,200) |
Beginning, balance shares at Mar. 31, 2022 | 59,850,000 | |||
Beginning balance, value at Dec. 31, 2021 | $ 5,688 | 6,149,052 | (6,699,910) | (545,170) |
Beginning, balance shares at Dec. 31, 2021 | 56,875,000 | |||
Net loss | (1,153,644) | |||
Ending balance, value at Jun. 30, 2022 | $ 5,986 | 6,717,089 | (7,853,554) | (1,130,479) |
Beginning, balance shares at Jun. 30, 2022 | 59,850,000 | |||
Beginning balance, value at Mar. 31, 2022 | $ 5,986 | 6,656,047 | (7,403,233) | (741,200) |
Beginning, balance shares at Mar. 31, 2022 | 59,850,000 | |||
Stock based compensation | 61,042 | 61,042 | ||
Net loss | (450,321) | (450,321) | ||
Ending balance, value at Jun. 30, 2022 | $ 5,986 | 6,717,089 | (7,853,554) | (1,130,479) |
Beginning, balance shares at Jun. 30, 2022 | 59,850,000 | |||
Beginning balance, value at Dec. 31, 2022 | $ 6,171 | 8,126,266 | (10,164,675) | (2,032,238) |
Beginning, balance shares at Dec. 31, 2022 | 61,702,000 | |||
Stock based compensation | $ 10 | 498,148 | 498,158 | |
Stock based compensation, shares | 100,000 | |||
Net loss | (807,725) | (807,725) | ||
Ending balance, value at Mar. 31, 2023 | $ 6,181 | 8,624,414 | (10,972,400) | (2,341,805) |
Beginning, balance shares at Mar. 31, 2023 | 61,802,000 | |||
Beginning balance, value at Dec. 31, 2022 | $ 6,171 | 8,126,266 | (10,164,675) | (2,032,238) |
Beginning, balance shares at Dec. 31, 2022 | 61,702,000 | |||
Net loss | (1,687,594) | |||
Ending balance, value at Jun. 30, 2023 | $ 6,211 | 9,270,458 | (11,852,269) | (2,575,600) |
Beginning, balance shares at Jun. 30, 2023 | 62,102,000 | |||
Beginning balance, value at Mar. 31, 2023 | $ 6,181 | 8,624,414 | (10,972,400) | (2,341,805) |
Beginning, balance shares at Mar. 31, 2023 | 61,802,000 | |||
Stock based compensation | $ 30 | 646,044 | 646,074 | |
Stock based compensation, shares | 300,000 | |||
Net loss | (879,869) | (879,869) | ||
Ending balance, value at Jun. 30, 2023 | $ 6,211 | $ 9,270,458 | $ (11,852,269) | $ (2,575,600) |
Beginning, balance shares at Jun. 30, 2023 | 62,102,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,687,594) | $ (1,153,644) |
Adjustment to reconcile net loss to cash used in operating activities: | ||
Stock based compensation | 1,144,232 | 568,037 |
Net change in: | ||
Prepaid expenses | 3,808 | 50,583 |
Accounts payable | 128,887 | (44,883) |
Accounts payable, related party | 90,000 | (22,500) |
Accrued expenses | 242,790 | 39,742 |
CASH FLOWS USED IN OPERATING ACTIVITIES | (77,877) | (562,665) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from advances | 39,300 | 0 |
Repayment of advances | 0 | (30,000) |
Proceeds from advances, related party | 0 | 1,000 |
Repayment of advances, related party | (1,595) | (780) |
Repayment of note payable | (4,823) | 0 |
Proceeds from senior convertible notes payable | 40,000 | 745,000 |
Proceeds from subscription receivable | 0 | 975 |
Proceeds from issuance of common stock and warrants | 0 | 283 |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 72,882 | 716,478 |
NET CHANGE IN CASH | (4,995) | 153,813 |
Cash, beginning of period | 14,320 | 19,362 |
Cash, end of period | 9,325 | 173,175 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid on interest expense | 11,652 | 0 |
Cash paid for income taxes | 0 | 0 |
NON-CASH TRANSACTIONS | ||
Expenses paid on the Company's behalf | 1,595 | 0 |
Financing of prepaid insurance premiums | 11,661 | 11,841 |
Non-cash increase in prepaid expenses | $ 0 | $ 1,250,000 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation The accompanying unaudited interim consolidated financial statements of GeoSolar Technologies, Inc. (“we”, “our”, “GeoSolar” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented, have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2022, as reported in the Form 10-K of the Company, have been omitted. On June 6, 2022, the Company formed a new subsidiary in Colorado, Sustainable Housing Development Corporation, to build a four-plex. As of June 30, 2023, Sustainable Housing Development Corporation has not begun operations. Summary of Significant Accounting Policies Principles of Consolidation Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiary, Sustainable Housing Development Corporation. All intercompany transactions and balances have been eliminated. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying consolidated financial statements involved the valuation of common stock and stock based compensation. Related Parties The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rate. Basic and Diluted Loss Per Share Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the three and six months ended June 30, 2023 and 2022, reflected in the accompanying statement of operations. During the three and six months ended June 30, 2023 and 2022, 5,686,466 4,475,000 1,487,500 4,050,000 3,750,000 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. |
Going Concern
Going Concern | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2. Going Concern These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At June 30, 2023, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but is of the opinion that the Company will be able to obtain additional funds by equity financing and/or related party advances. However, there is no assurance of additional funding being available. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3. Related Party Transactions On January 5, 2021, the Company entered into an employment agreement with Mr. Stone Douglass pursuant to which Mr. Douglass agreed to serve as Chief Executive Officer commencing on January 1, 2021, for an initial term of three years. The term will be extended automatically for one year on January 1, 2024 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Douglass or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of January 1, 2024 or the last date to which the term is extended will be the end of the term). Mr. Douglass will receive a base annual salary of $180,000. During the six months ended June 30, 2023 the Company recognized $ 90,000 197,200 107,200 During the six months ended June 30, 2023, the Company’s director paid $ 1,595 1,595 0 During the six months ended June 30 2022, the Company repaid $ 780 |
Note 4. Advances, Note Payable
Note 4. Advances, Note Payable and Convertible Notes | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Note 4. Advances, Note Payable and Convertible Notes | Note 4. Advances, Note Payable and Convertible Notes Advances As of June 30, 2023, the Company owed Norbert Klebl $ 464,741 37,088 494,741 During the six months ended June 30, 2023, the Company received advances of $ 39,300 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 0 4,823 In June 2023, the Company entered into a Premium Finance Agreement related to various insurance policies. The policy premiums total $ 15,193 11,661 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 8 In fiscal year 2021, the Company issued three senior convertible notes in the principal amount of $ 595,000 8 In fiscal year 2022, the Company issued a senior convertible note in the principal amount of $ 400,000 12 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 $ 1,035,000 995,000 |
Note 5. Equity
Note 5. Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Note 5. Equity | Note 5. Equity The Company is currently authorized to issue up to 200,000,000 20,000,000 0.0001 On June 19, 2022, the Company entered into a one-year contract with SRAX, Inc. (“SRAX”). In exchange for the right to use the SRAX Sequire platform, in connection with the Company’s Regulation A Offering, the Company agreed to issue SRAX 1,250,000 shares of its restricted common stock. Per the agreement, the shares are subject to a price adjustment if the Company issues any common stock or common stock equivalents less than $1.00 per share. On July 13, 2022, the Company issued 1,250,000 1,250,000 572,917 0 On February 24, 2023, the Board approved the issuance of 100,000 99,990 On May 23, 2023, the Board approved the issuance of 300,000 299,970 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 no 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 $ 171,316 502,465 8.19 3,615,000 |
Note 6. Commitments
Note 6. Commitments | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 6. Commitments | 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 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 8 464,741 |
Note 7. Subsequent Events
Note 7. Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Note 7. Subsequent Events | 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. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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”). |
Use of Estimates | 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 | 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 | 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 three and six months ended June 30, 2023 and 2022, reflected in the accompanying statement of operations. During the three and six months ended June 30, 2023 and 2022, 5,686,466 4,475,000 1,487,500 4,050,000 3,750,000 |
Recent Accounting Pronouncements | 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 5. Equity (Tables)
Note 5. Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of stock warrant activity | 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 |
Schedule of stock option activity | 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 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
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 | 5,686,466 | 4,475,000 |
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 | |
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 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Repayments of Related Party Debt | $ 1,595 | $ 780 | |
Stone Douglass [Member] | |||
Related Party Transaction [Line Items] | |||
Expense related to agreement | 90,000 | ||
Accrued Salaries, Current | 197,200 | $ 107,200 | |
Sole Director [Member] | |||
Related Party Transaction [Line Items] | |||
Proceeds from Related Party Debt | 1,595 | ||
Repayments of Related Party Debt | $ 1,595 | $ 780 | |
Due to Related Parties, Current | $ 0 |
Note 4. Advances, Note Payabl_2
Note 4. Advances, Note Payable and Convertible Notes (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||||
Accounts Payable, Other, Current | $ 494,741 | $ 494,741 | $ 494,741 | ||
[custom:AdvancesReceivedInPeriod] | 39,300 | ||||
Note payable | 11,661 | 11,661 | 4,823 | ||
Convertible Notes Payable, Current | 1,035,000 | 1,035,000 | $ 995,000 | ||
Senior Convertible Notes [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Face Amount | $ 40,000 | $ 40,000 | $ 595,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 8% | 8% | 8% | ||
Senior Convertible Notes 2 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Debt Instrument, Face Amount | $ 400,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||||
Premium Finance Agreement [Member] | |||||
Short-Term Debt [Line Items] | |||||
Insurance expense | $ 16,162 | ||||
Insurance payable | $ 11,841 | $ 11,841 | |||
Note payable | 0 | 0 | $ 4,823 | ||
Premium Finance Agreement 2 [Member] | |||||
Short-Term Debt [Line Items] | |||||
Insurance expense | 15,193 | ||||
Insurance payable | 11,661 | 11,661 | |||
Note payable | 11,661 | 11,661 | |||
Klebl [Member] | |||||
Short-Term Debt [Line Items] | |||||
Due to related party | 464,741 | 464,741 | |||
Accrued interest | $ 37,088 | $ 37,088 |
Equity (Details - Warrant activ
Equity (Details - Warrant activity) - Warrant [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of Warrants Outstanding Beginning | shares | 1,487,500 |
Weighted Average Exercise Price Per Share Beginning Balance | $ / shares | $ 2 |
Number of Warrants Outstanding Granted | shares | 0 |
Weighted Average Exercise Price Per Share Granted | $ / shares | |
Number of Warrants Outstanding Exercised | shares | 0 |
Weighted Average Exercise Price Per Share Exercised | $ / shares | $ 0 |
Number of Warrants Outstanding Forfeited And Expired | shares | 0 |
Weighted Average Exercise Price Per Share Forfeited And Expired | $ / shares | $ 0 |
Number of Warrants Outstanding Beginning | shares | 1,487,500 |
Weighted Average Exercise Price Per Share Beginning Balance | $ / shares | $ 2 |
Equity (Details - Option activi
Equity (Details - Option activity) - Equity Option [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Outstanding at the beginning | shares | 4,050,000 |
Weighted Average Exercise Price Per Share, Beginning | $ / shares | $ 0.11 |
Stock option Granted | shares | |
Weighted Average Exercise Price Per Share, Granted | $ / shares | |
Stock option exercised | shares | 0 |
Weighted Average Exercise Price Per Share, Exercised | $ / shares | $ 0 |
Stock option Forfeited and expired | shares | 0 |
Weighted Average Exercise Price Per Share, Forfeited and expired | $ / shares | $ 0 |
Outstanding at the beginning | shares | 4,050,000 |
Weighted Average Exercise Price Per Share, Beginning | $ / shares | $ 0.11 |
Note 5. Equity (Details Narrati
Note 5. Equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
May 23, 2023 | Feb. 24, 2023 | Jul. 13, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | |||||
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 | $ 423,751 | ||||||
Share-Based Payment Arrangement, Noncash Expense | $ 1,144,232 | $ 568,037 | |||||
Warrants and Rights Outstanding, Term | 1 year 6 months 3 days | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 0 | ||||||
Equity Option [Member] | |||||||
Share-Based Payment Arrangement, Noncash Expense | 171,316 | ||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 502,465 | ||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 8 years 2 months 8 days | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 3,615,000 | ||||||
Consultant [Member] | |||||||
Stock Issued During Period, Shares, Issued for Services | 300,000 | 100,000 | |||||
Stock Issued During Period, Value, Issued for Services | $ 299,970 | $ 99,990 | |||||
S R A X Inc [Member] | |||||||
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 | 572,917 | ||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 0 |
Note 6. Commitments (Details Na
Note 6. Commitments (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Dec. 31, 2022 | Jun. 30, 2023 | |
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 |