GeoSolar (GSLR) 10-K 22 Mar 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Mar. 22, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
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		65,352,040
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	206
Auditor Name	MaloneBailey, LLP
Auditor Location	Houston, Texas

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 5,268	$ 14,320
Prepaid expenses	11,631	6,734
Total current assets	16,899	21,054
Noncurrent assets:
Deposit on software, related party	495,000	0
Land	464,741	464,741
Total noncurrent assets	959,741	464,741
Total assets	976,640	485,795
Current liabilities:
Accounts payable	312,839	131,454
Accrued compensation	262,200	107,200
Accrued expenses	921,487	784,815
Accrued expenses, related party	657	0
Advances	494,741	494,741
Note payable	5,106	4,823
Senior convertible notes payable, related party	749,795	0
Senior convertible notes payable	1,235,000	995,000
Total current liabilities	3,981,825	2,518,033
Total liabilities	3,981,825	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, 64,252,040 and 61,702,000 shares issued and outstanding, respectively	6,426	6,171
Additional paid in capital	9,937,436	8,126,266
Accumulated deficit	(12,949,047)	(10,164,675)
Total stockholders' deficit	(3,005,185)	(2,032,238)
Total liabilities and stockholders' deficit	$ 976,640	$ 485,795

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 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	64,252,040	61,702,000
Common stock, shares outstanding	64,252,040	61,702,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating expenses:
General and administrative	$ 2,637,069	$ 3,368,082
Research and development	0	10,502
Total operating expenses	2,637,069	3,378,584
Other expenses:
Interest expense	(147,303)	(86,181)
Total other expenses	(147,303)	(86,181)
Net loss	$ (2,784,372)	$ (3,464,765)
Net loss per common share:
Basic	$ (0.04)	$ (0.06)
Diluted	$ (0.04)	$ (0.06)
Weighted average common shares outstanding:
Basic	62,141,288	60,097,459
Diluted	62,141,288	60,097,459

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, 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		1,990		1,990
Common shares issued for cash, shares	2,000
Common shares issued for cash ($298) and services	$ 298	445,953		446,251
Common shares issued for cash ($298) 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
Units issued for cash	$ 40	39,960		40,000
Units issued for cash, shares	400,000
Common shares issued for deposit on software, related party	$ 100	99,900		100,000
Common shares issued for deposit on software, related party, shares	1,000,000
Stock based compensation	$ 115	1,671,310		1,671,425
Stock based compensation, shares	1,150,040
Net loss			(2,784,372)	(2,784,372)
Ending balance, value at Dec. 31, 2023	$ 6,426	$ 9,937,436	$ (12,949,047)	$ (3,005,185)
Ending balance, shares at Dec. 31, 2023	64,252,040

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,784,372)	$ (3,464,765)
Adjustment to reconcile net loss to cash used in operating activities:
Stock based compensation	1,671,425	1,975,409
Write off of deferred offering costs	0	300,000
Net change in:
Prepaid expenses	6,764	1,256,581
Accounts payable	182,980	(35,383)
Accrued compensation	155,000	27,200
Accrued expenses	491,467	(874,534)
Accrued expenses, related party	657	0
CASH FLOWS USED IN OPERATING ACTIVITIES	(276,079)	(815,492)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from advances	39,300	0
Repayment of advances	(39,300)	(30,000)
Proceeds from advances, related party	0	1,000
Repayment of advances, related party	(1,595)	(1,780)
Repayment of note payable	(11,378)	(7,018)
Proceeds from senior convertible notes payable	240,000	845,000
Proceeds from subscription receivable	0	960
Proceeds from issuance of common stock and warrants	40,000	2,288
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	267,027	810,450
NET CHANGE IN CASH	(9,052)	(5,042)
Cash, beginning of period	14,320	19,362
Cash, end of period	5,268	14,320
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest expense	571	11,652
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
Common shares issued for deposit on software, related party	100,000	0
Senior convertible note, related party issued for accrued expenses	354,795	0
Senior convertible notes payable, related party issued for deposit on software	395,000	0
Non-cash increase in prepaid expenses	0	1,250,000
Land acquired with advance	$ 0	$ 464,741

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure [Table]
Net Income (Loss) Attributable to Parent	$ (2,784,372)	$ (3,464,765)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Insider Trading Arrangements [Line Items]
Material Terms of Trading Arrangement	None of our directors or officers adopted terminated
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Basis of Presentation

Basis of Presentation	12 Months Ended
	Dec. 31, 2023
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, 2023, Sustainable Housing Development Corporation has not begun operations.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
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. Basis of Presentation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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, 2023 and 2022, 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. Property and Equipment Property and equipment are valued at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives. Capitalized Internal-Use Software Costs We apply ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software, to the accounting for costs of internal-use software. Software development costs are capitalized when module development begins, it is probable that the project will be completed, and the software will be used as intended. Costs associated with preliminary project stage activities, training, maintenance and all other post implementation stage activities are expensed as incurred. We also capitalize certain costs related to specific upgrades and enhancements when it is probable the expenditures will result in significant additional functionality. The capitalization policy provides for the capitalization of certain payroll costs for employees who are directly associated with developing internal-use software as well as certain external direct costs. Capitalized employee costs are limited to the time directly spent on such projects. Internal-use software is amortized on a straight-line basis. We will evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. As December 31, 2023, the Company has no 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 accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”), on a tax jurisdictional basis. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate the market rate. Basic and Diluted Loss Per Share Basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined 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, 2023 and 2022. During the year ended December 31, 2023, 1,687,500 8,350,000 15,508,840 1,487,500 4,050,000 5,244,172 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, 2023 and 2022, was $ 3,534 4,479 Recent Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements.

Going Concern

Going Concern	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 3. Going Concern These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 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	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 4. Related Party Transactions Advances During the year ended December 31, 2023, the Company’s director paid $ 1,595 1,595 1,000 1,780 0 Employment agreements 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, 2023 and 2022, the Company recognized $ 180,000 262,200 107,200 On December 27, 2023, the Company entered into an employment agreement with Mr. Daniel E. Chartock pursuant to which Mr. Chartock agreed to serve as Chief Growth Officer commencing on December 27, 2023, for an initial term of three years. The term will be extended automatically for one year on December 26, 2026 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Chartock or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of September 26, 2026 or the last date to which the term is extended will be the end of the term). Mr. Chartock will receive a base annual salary of $ 120,000 4,000,000 10 0.10 364,199 0.10 0.10 10 128.26 3.81 0 Other On March 31, 2022, the Company entered into a Media Buying agreement with TAG Collective, a division of BKNY Venture Holdings, Inc., of which Mr. Chartock is a Partner. On December 27, 2023, the Company converted $ 354,795 8 0.10 On December 15, 2023, the Company entered into a development agreement with TAG Collective. Per the agreement, TAG Collective will develop an integrated business management platform for the Company. The Company expects the platform to be complete in 2024. In consideration for the platform, the Company issued 1,000,000 100,000 395,000 8 0.10 495,000

Advances, Notes Payable and Sen

Advances, Notes Payable and Senior Convertible Notes	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Advances, Notes Payable and Senior Convertible Notes	Note 5. Advances, Notes Payable and Senior Convertible Notes Advances During the years ended December 31, 2023 and 2022, the Company received advances of $ 39,300 0 39,300 30,000 As of December 31, 2023 and 2022, the Company owes Mr. Klebl $ 464,741 55,820 18,641 As of December 31, 2023 and 2022, the advances totaled $ 494,741 Note Payable In May 2023, the Company entered into a Premium Finance Agreement related to various insurance policies. The policy premiums total $ 15,914 11,661 1,225 10.95 5,106 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 Senior Convertible Notes In February and March 2023, the Company issued two senior convertible notes in the principal amount of $ 40,000 8 0.20 On July 23, 2023, the Company issued a senior convertible note in the principal amount of $ 200,000 8 December 31, 2024 0.10 In fiscal year 2022, the Company issued senior convertible notes in the principal amount of $ 445,000 8 0.20 In June 2022, the Company issued a senior convertible note in the principal amount of $ 400,000 12 0.20 In November and December 2021, the Company issued three senior convertible notes in the principal amount of $ 150,000 8 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 $0.10 - $0.20. The Company evaluated the conversion options and concluded an embedded derivative was not present at issuance. In the event that the Company issues and sells shares of its equity securities to investors while 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 $0.10 -$0.20 per Equity Security regardless of the cash price paid per share for Equity Securities by the Investors in the Qualified Financing. As of December 31, 2023 and 2022, the balances on the senior convertible notes were $ 1,235,000 995,000

Equity

Equity	12 Months Ended
	Dec. 31, 2023
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 2023 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 1,250,000 572,917 677,083 0 572,917 On February 24, 2023, the Board approved the issuance of 100,000 100,000 On May 23, 2023, the Board approved the issuance of 300,000 300,000 On July 10, 2023, the Company issued 300,040 300,000 On December 10, 2023, the Board approved the issuance of 450,000 45,000 On December 18, 2023, the Company sold 4 Units at a price of $ 10,000 40,000 100,000 50,000 1.00 2022 On February 8, 2022, the Board approve the issuance of 2,975,000 445,953 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 Stock Warrants The following table summarizes the stock warrant activity for the years ended December 31, 2023 and 2022: Schedule of stock warrant activity Number of Warrants Weighted Average Exercise Price Per Share 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 Granted 200,000 1.00 Exercised – – Forfeited and expired – – Outstanding at December 31, 2023 1,687,500 $ 1.88 As of December 31, 2023, all outstanding warrants are exercisable and have a weighted average remaining term of 1.1 no Stock Options The following table summarizes the stock option activity for the years ended December 31, 2023 and 2022: Schedule of stock option activity Number of Options Weighted Average Exercise Price Per Share 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 Granted 4,300,000 0.10 Exercised – – Forfeited and expired – – Outstanding at December 31, 2023 8,350,000 $ 0.10 On December 10, 2023, the Company granted 300,000 0.10 27,339 0.10 0.10 10 128.26 4.28 0 During the year ended December 31, 2023, the Company recognized $ 353,508 711,811 8.87 On December 14, 2022, the Company granted 300,000 0.20 43,048 1.00 0.20 10 126.98 3.49 0 During the year ended December 31, 2022, the Company recognized $ 252,373 673,781 8.69 187,500

Commitments

Commitments	12 Months Ended
	Dec. 31, 2023
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 years ended December 31, 2023 and 2022, the Company paid Rialto $ 0 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 July 31, 2023. In February 2024, the Company extended the agreement with Mr. Klebl to May 31, 2024. Upon sale of the 4-plex which is to be built on the property, Mr. Klebl will receive the price paid for the property and any advances toward the project. The profits from the sale of the 4-plex, if any, will be allocated 75% to Mr. Klebl and 25% to the Company. As of December 31, 2023 and 2022, Mr. Klebl is owed $ 464,741 8

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2023
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 December 31, 2023 Year Ended December 31, 2022 Income tax benefit computed at the statutory rate $ 585,000 $ 728,000 Tax effect of: Non-deductible expenses (351,000 ) (415,000 ) Change in valuation allowance (234,000 ) (313,000 ) 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 December 31, 2023 As of December 31, 2022 Deferred income tax assets Net operating losses $ 850,000 $ 616,000 Valuation allowance (850,000 ) (616,000 ) Net deferred income tax assets $ – $ – The Company has an operating loss carry forward of approximately $ 4,046,000 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, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, there were no penalties or interest recorded in income tax expense.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 9. Subsequent Events On January 1, 2024, the Company entered into an employment agreement with Mr. Dar-Lon Chang pursuant to which Mr. Chang agreed to serve as President commencing on January 1, 2024, for an initial term of three years. The term will be extended automatically for one year on December 31, 2027 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Chang or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of September 30, 2027 or the last date to which the term is extended will be the end of the term). Mr. Chang will receive a base annual salary of $120,000. As additional compensation the Company issued 2,000,000 stock options to purchase the Company’s common stock. The options have a ten-year term and have an exercise price of $0.10 per share. In January 2024, the Board approved the issuance of 500,000 shares of the Company common stock to consultants for services. The shares vest upon issuance. Subsequent to December 31, 2023, the Company sold 6 Units at a price of $10,000 per Unit to investors for total proceeds of $60,000. Each Unit consists of 100,000 shares of our common stock and 50,000 warrants. Each warrant allows the holder to purchase one share of the Company's common stock at a price of $1.00 per share at any time on or before December 31, 2025.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 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.
Basis of Presentation	Basis of Presentation Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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, 2023 and 2022, 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.
Property and Equipment	Property and Equipment Property and equipment are valued at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives.
Capitalized Internal-Use Software Costs	Capitalized Internal-Use Software Costs We apply ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software, to the accounting for costs of internal-use software. Software development costs are capitalized when module development begins, it is probable that the project will be completed, and the software will be used as intended. Costs associated with preliminary project stage activities, training, maintenance and all other post implementation stage activities are expensed as incurred. We also capitalize certain costs related to specific upgrades and enhancements when it is probable the expenditures will result in significant additional functionality. The capitalization policy provides for the capitalization of certain payroll costs for employees who are directly associated with developing internal-use software as well as certain external direct costs. Capitalized employee costs are limited to the time directly spent on such projects. Internal-use software is amortized on a straight-line basis. We will evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. As December 31, 2023, the Company has no
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 accounts for income taxes in accordance with the provisions of ASC 740, “Income Taxes” (“ASC 740”), on a tax jurisdictional basis. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate the market rate.
Basic and Diluted Loss Per Share	Basic and Diluted Loss Per Share Basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined 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, 2023 and 2022. During the year ended December 31, 2023, 1,687,500 8,350,000 15,508,840 1,487,500 4,050,000 5,244,172
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, 2023 and 2022, was $ 3,534 4,479
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying consolidated financial statements.

Equity (Tables)

Equity (Tables)	12 Months Ended
	Dec. 31, 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, 2021 1,487,500 $ 2.00 Granted – – Exercised – – Forfeited and expired – – Outstanding at December 31, 2022 1,487,500 2.00 Granted 200,000 1.00 Exercised – – Forfeited and expired – – Outstanding at December 31, 2023 1,687,500 $ 1.88
Schedule of stock option activity	Schedule of stock option activity Number of Options Weighted Average Exercise Price Per Share 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 Granted 4,300,000 0.10 Exercised – – Forfeited and expired – – Outstanding at December 31, 2023 8,350,000 $ 0.10

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of income tax expense	Schedule of income tax expense Year Ended December 31, 2023 Year Ended December 31, 2022 Income tax benefit computed at the statutory rate $ 585,000 $ 728,000 Tax effect of: Non-deductible expenses (351,000 ) (415,000 ) Change in valuation allowance (234,000 ) (313,000 ) Provision for income taxes $ – $ –
Schedule of deferred tax assets and liabilities	Schedule of deferred tax assets and liabilities As of December 31, 2023 As of December 31, 2022 Deferred income tax assets Net operating losses $ 850,000 $ 616,000 Valuation allowance (850,000 ) (616,000 ) Net deferred income tax assets $ – $ –

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Cash equivalents	$ 0	$ 0
Internal-use software costs to capitalize	0
Rent expense	$ 3,534	$ 4,479
Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares issuable	1,687,500	1,487,500
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares issuable	8,350,000	4,050,000
Senior Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares issuable	15,508,840	5,244,172

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)			12 Months Ended
	Dec. 27, 2023	Dec. 15, 2023	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Repaid in cash			$ 1,595	$ 1,780
Deposit on software			495,000	0
Sole Director [Member]
Related Party Transaction [Line Items]
Director paid of expenses			1,595
Repaid in cash			1,595
Advances received				1,000
Repaid of advances				1,780
Advances to related parties			0	0
Stone Douglass [Member]
Related Party Transaction [Line Items]
Expense related to agreement			180,000	180,000
Accrued of compensation			$ 262,200	$ 107,200
Chartock [Member]
Related Party Transaction [Line Items]
Base annual salary	$ 120,000
Stock options issued	4,000,000
Options term	10 years
Exercise price	$ 0.10
Fair value of options at issuance	$ 364,199
Fair value stock price	$ 0.10
Exercise price	$ 0.10
Term of years	10 years
Volatility rate	128.26%
Discount rate	3.81%
Dividend yield	0%
Convertion of accrued expense	$ 354,795
Convertion of interest rate	8%
Convertible at a fixed rate	$ 0.10
TAG Collective [Member] | Development Agreement [Member]
Related Party Transaction [Line Items]
Convertible at a fixed rate		$ 0.10
Number of shares issued during consideration, shares		1,000,000
Number of shares issued during consideration, value		$ 100,000
Senior convertible note issued		$ 395,000
Interest rate		8%

Advances, Notes Payable and S_2

Advances, Notes Payable and Senior Convertible Notes (Details Narrative) - USD ($)		1 Months Ended		12 Months Ended
	Jul. 23, 2023	May 31, 2023	Jun. 30, 2022	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Feb. 28, 2023	Dec. 31, 2021	Nov. 30, 2021
Short-Term Debt [Line Items]
Received advances				$ 39,300	$ 0
Repaid advances				39,300	30,000
Total advances				494,741	494,741
Note payable balance				5,106	4,823
Senior convertible notes				$ 1,235,000	995,000
Two Senior Convertible Notes [Member]
Short-Term Debt [Line Items]
Debt principal amount						$ 40,000	$ 40,000
Bear interest rate, percentage				8%
Conversion price						$ 0.20	$ 0.20
Senior Convertible Notes [Member]
Short-Term Debt [Line Items]
Debt principal amount	$ 200,000		$ 400,000		$ 445,000
Bear interest rate, percentage	8%	12%			8%
Conversion price	$ 0.10		$ 0.20		$ 0.20
Debt maturity date	Dec. 31, 2024
Three Senior Convertible Notes [Member]
Short-Term Debt [Line Items]
Debt principal amount								$ 150,000	$ 150,000
Bear interest rate, percentage					8%
Premium Finance Agreement [Member]
Short-Term Debt [Line Items]
Policy premium cost		$ 15,914
Financed cost		11,661
Due in ten installments		$ 1,225
Annual interest rate		10.95%
Note payable balance				$ 5,106
Premium Finance Agreement 1 [Member]
Short-Term Debt [Line Items]
Policy premium cost			$ 16,162
Financed cost			$ 11,841
Note payable balance				0	$ 4,823
Norbert Klebl [Member]
Short-Term Debt [Line Items]
Owed amount				464,741	464,741
Accrued interest				$ 55,820	$ 18,641

Equity (Details - Warrant activ

Equity (Details - Warrant activity) - Warrant [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Warrants Outstanding	1,487,500	1,487,500
Weighted Average Exercise Price Per Share Outstanding	$ 2	$ 2
Number of Warrants Outstanding Granted	200,000	0
Weighted Average Exercise Price Per Share Granted	$ 1	$ 0
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	1,687,500	1,487,500
Weighted Average Exercise Price Per Share Outstanding	$ 1.88	$ 2

Equity (Details - Option activi

Equity (Details - Option activity) - Equity Option [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options Outstanding at the beginning	4,050,000	3,750,000
Weighted Average Exercise Price Per Share Outstanding beginning	$ 0.11	$ 0.10
Number of Options Granted	4,300,000	300,000
Weighted Average Exercise Price Per Share Granted	$ 0.10	$ 0.20
Number of Options exercised	0	0
Weighted Average Exercise Price Per Share Exercised	$ 0	$ 0
Number of Options Forfeited and expired	0	0
Weighted Average Exercise Price Per Share Forfeited and expired	$ 0	$ 0
Number of Options Outstanding at the ending	8,350,000	4,050,000
Weighted Average Exercise Price Per Share Outstanding ending	$ 0.10	$ 0.11

Equity (Details Narrative)

Equity (Details Narrative) - USD ($)									12 Months Ended
	Dec. 18, 2023	Dec. 10, 2023	Jul. 10, 2023	May 23, 2023	Feb. 24, 2023	Dec. 14, 2022	Jul. 13, 2022	Feb. 08, 2022	Dec. 31, 2023	Dec. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
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										$ 446,251
Share-based payment arrangement, noncash expense						$ 599,940			$ 1,671,425	1,975,409
Common stock to consultants for services						600,000
Common shares issued for cash, net										1,990
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Exercisable weighted average remaining term									1 year 1 month 6 days
Outstanding warrants intrinsic value									$ 0
Equity Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share-based payment arrangement, noncash expense									353,508	252,373
Unrecognized expenses									$ 711,811	$ 673,781
Optins granted									4,300,000	300,000
Exercise price									$ 0.10	$ 0.20
Weighted average remaining term									8 years 10 months 13 days	8 years 8 months 8 days
Aggregate intrinsic value										$ 187,500
Private Investors [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued								2,975,000
Stock issued during period value new issues								$ 445,953
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued										2,975,000
Stock issued during period value new issues										$ 298
Common shares issued for cash, net, shares										2,000
Common shares issued for cash, net
Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Price per unit	$ 10,000
Proceeds from sold units	$ 40,000
Stock price	$ 1
Investor [Member] | Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of units	100,000
Investor [Member] | Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of units	50,000
Consultant [Member] | Equity Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock price		$ 0.10				$ 1
Optins granted		300,000				300,000
Exercise price		$ 0.10				$ 0.20
Options at issuance		$ 27,339				$ 43,048
Exercise price		$ 0.10				$ 0.20
Contractual term		10 years				10 years
Volatility rate		128.26%				126.98%
Discount rate		4.28%				3.49%
Dividend yield		0%				0%
Consultant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock to consultants for services		450,000	300,040	300,000	100,000
Recognized expense		$ 45,000	$ 300,000	$ 300,000	$ 100,000
SRAX Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued							1,250,000
Stock issued during period value new issues							$ 1,250,000
Share-based payment arrangement, noncash expense									$ 572,917	677,083
Unrecognized expenses									$ 0	$ 572,917

Commitments (Details Narrative)

Commitments (Details Narrative) - USD ($)		12 Months Ended
	Jul. 01, 2022	Dec. 31, 2023	Dec. 31, 2022
Klebl [Member]
Securities Financing Transaction [Line Items]
Due to related party		$ 464,741	$ 464,741
Bears interest rate	8%
Rialto [Member]
Securities Financing Transaction [Line Items]
FINRA filing fees		$ 0	$ 2,000

Income Tax (Details - Provision

Income Tax (Details - Provision for income tax) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Income tax benefit computed at the statutory rate	$ 585,000	$ 728,000
Non-deductible expenses	(351,000)	(415,000)
Change in valuation allowance	(234,000)	(313,000)
Provision for income taxes	$ 0	$ 0

Income Tax (Details - Deferred

Income Tax (Details - Deferred income taxes) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating losses	$ 850,000	$ 616,000
Valuation allowance	(850,000)	(616,000)
Net deferred income tax assets	$ 0	$ 0

Income Tax (Details Narrative)

Income Tax (Details Narrative)	Dec. 31, 2023 USD ($)
Income Tax Disclosure [Abstract]
Operating loss carry forward	$ 4,046,000