GeoSolar (GSLR) 10-Q 1 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 01, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
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
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 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 ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 14,369	$ 14,320
Prepaid expenses	15,609	6,734
Total current assets	29,978	21,054
Noncurrent assets:
Land	464,741	464,741
Total noncurrent assets	464,741	464,741
Total assets	494,719	485,795
Current liabilities:
Accounts payable	214,924	131,454
Accrued compensation	217,200	107,200
Accrued expenses	1,053,259	784,815
Advances	534,041	494,741
Note payable	8,284	4,823
Senior convertible notes payable	1,235,000	995,000
Total current liabilities	3,262,708	2,518,033
Total liabilities	3,262,708	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, 62,402,000 and 61,702,000 shares issued and outstanding, respectively	6,241	6,171
Additional paid in capital	9,656,086	8,126,266
Accumulated deficit	(12,430,316)	(10,164,675)
Total stockholders' deficit	(2,767,989)	(2,032,238)
Total liabilities and stockholders' deficit	$ 494,719	$ 485,795

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 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 value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	62,402,000	61,702,000
Common stock, shares outstanding	62,402,000	61,702,000

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Operating expenses:
General and administrative	$ 539,764	$ 606,283	$ 2,158,672	$ 1,730,981
Research and development	0	1,681	0	9,241
Total operating expenses	539,764	607,964	2,158,672	1,740,222
Other expenses:
Interest expense	(38,283)	(31,582)	(106,969)	(52,968)
Total other expenses	(38,283)	(31,582)	(106,969)	(52,968)
Net loss	$ (578,047)	$ (639,546)	$ (2,265,641)	$ (1,793,190)
Net loss per common share:
Basic	$ (0.01)	$ (0.01)	$ (0.04)	$ (0.03)
Diluted	$ (0.01)	$ (0.01)	$ (0.04)	$ (0.03)
Weighted average common shares outstanding:
Basic	62,372,330	60,935,165	62,015,971	59,720,864
Diluted	62,372,330	60,935,165	62,015,971	59,720,864

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
Common shares issued for cash ($283) and services	$ 283	423,468		423,751
Common shares issued for cash ($283) and services, shares	2,825,000
Common shares issued for subscription receivable ($15) and services	$ 15	22,485		22,500
Common shares issued for subscription receivable ($15) and services, shares	150,000
Stock based compensation		61,042		61,042
Net loss			(703,323)	(703,323)
Ending balance, value at Mar. 31, 2022	$ 5,986	6,656,047	(7,403,233)	(741,200)
Ending 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				(1,793,190)
Ending balance, value at Sep. 30, 2022	$ 6,111	7,142,589	(8,493,100)	(1,344,400)
Ending balance, shares at Sep. 30, 2022	61,100,000
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)
Ending balance, shares at Jun. 30, 2022	59,850,000
Stock based compensation	$ 125	425,500		425,625
Stock based compensation, shares	1,250,000
Net loss			(639,546)	(639,546)
Ending balance, value at Sep. 30, 2022	$ 6,111	7,142,589	(8,493,100)	(1,344,400)
Ending balance, shares at Sep. 30, 2022	61,100,000
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)
Ending 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				(2,265,641)
Ending balance, value at Sep. 30, 2023	$ 6,241	9,656,086	(12,430,316)	(2,767,989)
Ending balance, shares at Sep. 30, 2023	62,402,000
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)
Ending balance, shares at Jun. 30, 2023	62,102,000
Stock based compensation	$ 30	385,628		385,658
Stock based compensation, shares	300,000
Net loss			(578,047)	(578,047)
Ending balance, value at Sep. 30, 2023	$ 6,241	$ 9,656,086	$ (12,430,316)	$ (2,767,989)
Ending balance, shares at Sep. 30, 2023	62,402,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,265,641)	$ (1,793,190)
Adjustment to reconcile net loss to cash used in operating activities:
Stock based compensation	1,529,890	993,662
Net change in:
Prepaid expenses	2,786	1,252,540
Accounts payable	85,065	(67,049)
Accrued compensation	110,000
Accrued expenses	268,444	(1,114,900)
CASH FLOWS USED IN OPERATING ACTIVITIES	(269,456)	(728,937)
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)	(1,780)
Repayment of note payable	(8,200)	(3,439)
Proceeds from senior convertible notes payable	240,000	745,000
Proceeds from subscription receivable	0	975
Proceeds from issuance of common stock and warrants	0	283
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	269,505	712,039
NET CHANGE IN CASH	49	(16,898)
Cash, beginning of period	14,320	19,362
Cash, end of period	14,369	2,464
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest expense	11,652	11,411
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
Land acquired with advance	$ 0	$ 464,741

Basis of Presentation

Basis of Presentation	9 Months Ended
	Sep. 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 September 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. During the nine months ended September 30, 2023 and 2022, 7,839,480 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	9 Months Ended
	Sep. 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 September 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	9 Months Ended
	Sep. 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 nine months ended September 30, 2023 the Company recognized $ 135,000 217,200 107,200 During the nine months ended September 30, 2023, the Company’s director paid $ 1,595 1,595 0 During the nine months ended September 30, 2022, the Company received $ 1,000 1,780

Advances, Note Payable and Conv

Advances, Note Payable and Convertible Notes	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
Advances, Note Payable and Convertible Notes	Note 4. Advances, Note Payable and Convertible Notes Advances As of September 30, 2023, the Company owed Norbert Klebl $ 464,741 46,449 During the nine months ended September 30, 2023, the Company received advances of $ 39,300 534,041 494,741 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 8,284 Senior Convertible Notes During the nine months ended September 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. On July 27, 2023, the Company issued a senior convertible note in the principal amount of $ 200,000 8 0.10 As of September 30, 2023 and December 31, 2022, the balances on the senior convertible notes were $ 1,235,000 995,000

Equity

Equity	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Equity	Note 5. Equity The Company is currently authorized to issue up to 200,000,000 0.0001 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 On July 10, 2023, the Company issued 300,000 299,970 Stock Warrants The following table summarizes the stock warrant activity for the nine months ended September 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 September 30, 2023 1,487,500 $ 2.00 As of September 30, 2023, all outstanding warrants are exercisable and have a weighted average remaining term of 1.25 no Stock Options The following table summarizes the stock option activity for the nine months ended September 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 September 30, 2023 4,050,000 $ 0.11 During the nine months ended September 30, 2023, the Company recognized $ 256,974 416,807 7.94 3,615,000

Commitments

Commitments	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
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

Basis of Presentation (Policies

Basis of Presentation (Policies)	9 Months Ended
	Sep. 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. During the nine months ended September 30, 2023 and 2022, 7,839,480 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.

Equity (Tables)

Equity (Tables)	9 Months Ended
	Sep. 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 September 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 September 30, 2023 4,050,000 $ 0.11

Basis of Presentation (Details

Basis of Presentation (Details Narrative) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Senior Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares issuable	7,839,480	4,475,000
Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares issuable	1,487,500
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares issuable	4,050,000	3,750,000

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Repaid in cash	$ 1,595	$ 1,780
Stone Douglass [Member]
Related Party Transaction [Line Items]
Expense related to agreement	135,000
Accrued of compensation	217,200		$ 107,200
Sole Director [Member]
Related Party Transaction [Line Items]
Director paid of expenses	1,595
Repaid in cash	1,595
Advances related party	$ 0		$ 0
Advances received		1,000
Repayment of advances		$ 1,780

Advances, Note Payable and Co_2

Advances, Note Payable and Convertible Notes (Details Narrative) - USD ($)	1 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2023	Jul. 27, 2023	Dec. 31, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Received advances			$ 39,300
Total advances			534,041		$ 494,741
Note payable balance			8,284		4,823
Senior convertible notes			1,235,000		995,000
Senior Convertible Notes [Member]
Short-Term Debt [Line Items]
Debt principal amount			$ 40,000	$ 200,000	$ 400,000	$ 595,000
Bear interest rate, percentage			8%	8%	12%	8%
Debt conversion price				$ 0.10
Premium Finance Agreement [Member]
Short-Term Debt [Line Items]
Insurance expense		$ 16,162
Financed cost			$ 11,841
Note payable balance			0		$ 4,823
Premium Finance Agreement 1 [Member]
Short-Term Debt [Line Items]
Insurance expense	$ 15,193
Financed cost			11,661
Note payable balance			8,284
Norbert Klebl [Member]
Short-Term Debt [Line Items]
Owed amount			464,741
Accrued interest			$ 46,449

Equity (Details - Warrant activ

Equity (Details - Warrant activity) - Warrant [Member]	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants Outstanding | shares	1,487,500
Weighted Average Exercise Price Per Share Outstanding | $ / shares	$ 2
Number of Warrants Outstanding Granted | shares	0
Weighted Average Exercise Price Per Share Granted | $ / shares	$ 0
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 | shares	1,487,500
Weighted Average Exercise Price Per Share Outstanding | $ / shares	$ 2

Equity (Details - Option activi

Equity (Details - Option activity) - Equity Option [Member]	9 Months Ended
	Sep. 30, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options Outstanding at the beginning | shares	4,050,000
Weighted Average Exercise Price Per Share, Outstanding beginning | $ / shares	$ 0.11
Number of Options Granted | shares	0
Weighted Average Exercise Price Per Share, Granted | $ / shares	$ 0
Number of Options exercised | shares	0
Weighted Average Exercise Price Per Share, Exercised | $ / shares	$ 0
Number of Options Forfeited and expired | shares	0
Weighted Average Exercise Price Per Share, Forfeited and expired | $ / shares	$ 0
Number of Options Outstanding at the ending | shares	4,050,000
Weighted Average Exercise Price Per Share, Outstanding ending | $ / shares	$ 0.11

Equity (Details Narrative)

Equity (Details Narrative) - USD ($)					3 Months Ended	9 Months Ended
	Jul. 10, 2023	May 23, 2023	Feb. 24, 2023	Jul. 13, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Common stock, shares authorized						200,000,000		200,000,000
Common stock, par value						$ 0.0001		$ 0.0001
Preferred stock, shares authorized						20,000,000		20,000,000
Preferred stock, par value						$ 0.0001		$ 0.0001
Stock issued during period value new issues					$ 423,751
Share-based payment arrangement, noncash expense						$ 1,529,890	$ 993,662
Warrant [Member]
Exercisable weighted average remaining term						1 year 3 months
Outstanding warrants intrinsic value						$ 0
Equity Option [Member]
Share-based payment arrangement, noncash expense						256,974
Unrecognized expenses						$ 416,807
Weighted average remaining term						7 years 11 months 8 days
Aggregate intrinsic value						$ 3,615,000
Consultant [Member]
Issuance of shares	300,000	300,000	100,000
Recognized expense	$ 299,970	$ 299,970	$ 99,990
SRAX Inc [Member]
Shares issued				1,250,000
Stock issued during period value new issues				$ 1,250,000
Share-based payment arrangement, noncash expense						572,917
Unrecognized expenses						$ 0

Commitments (Details Narrative)

Commitments (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Jul. 31, 2022	Dec. 31, 2022	Sep. 30, 2023
Klebl [Member]
Securities Financing Transaction [Line Items]
Debt Instrument, Interest Rate During Period	8%
[custom:DueToRelatedPartiesCurrentAndNoncurrent1-0]			$ 464,741
Rialto [Member]
Securities Financing Transaction [Line Items]
FINRA filing fees		$ 2,000