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 |