GeoSolar (GSLR) 10-Q 14 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	333-255887
Entity Registrant Name	GEOSOLAR TECHNOLOGIES, INC.
Entity Central Index Key	0001838876
Entity Tax Identification Number	85-4106353
Entity Incorporation, State or Country Code	CO
Entity Address, Address Line One	1400 16th Street
Entity Address, Address Line Two	Ste 400
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	720
Local Phone Number	932-8109
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		65,552,040

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 22,785	$ 5,268
Prepaid expenses	8,352	11,631
Total current assets	31,137	16,899
Noncurrent assets:
Deposit on software, related party	495,000	495,000
Land	464,741	464,741
Total noncurrent assets	959,741	959,741
Total assets	990,878	976,640
Current liabilities:
Accounts payable	300,656	312,839
Accrued compensation	352,200	262,200
Accrued expenses	968,290	921,487
Accrued expenses, related party	15,612	657
Advances	494,741	494,741
Deferred revenue	23,584	0
Note payable	1,537	5,106
Senior convertible notes payable, related party	749,795	749,795
Senior convertible notes payable	1,235,000	1,235,000
Total current liabilities	4,141,415	3,981,825
Total liabilities	4,141,415	3,981,825
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, 65,552,040 and 64,252,040 shares issued and outstanding, respectively	6,556	6,426
Additional paid in capital	10,221,896	9,937,436
Accumulated deficit	(13,378,989)	(12,949,047)
Total stockholders' deficit	(3,150,537)	(3,005,185)
Total liabilities and stockholders' deficit	$ 990,878	$ 976,640

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
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 or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares, Outstanding	65,552,040	64,252,040

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating expenses:
General and administrative	$ 376,394	$ 773,850
Total operating expenses	376,394	773,850
Other expenses:
Interest expense	(53,548)	(33,875)
Total other expenses	(53,548)	(33,875)
Net loss	$ (429,942)	$ (807,725)
Net loss per common share:
Basic	$ (0.01)	$ (0.01)
Diluted	$ (0.01)	$ (0.01)
Weighted average common shares outstanding:
Basic	65,072,919	61,741,326
Diluted	65,072,919	61,741,326

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 6,171	$ 8,126,266	$ (10,164,675)	$ (2,032,238)
Beginning balance, shares at Dec. 31, 2022	61,702,000
Stock based compensation	$ 10	498,148		498,158
Stock based compensation, shares	100,000
Net loss			(807,725)	(807,725)
Ending balance, value at Mar. 31, 2023	$ 6,181	8,624,414	(10,972,400)	(2,341,805)
Ending balance, shares at Mar. 31, 2023	61,802,000
Beginning balance, value at Dec. 31, 2023	$ 6,426	9,937,436	(12,949,047)	(3,005,185)
Beginning balance, shares at Dec. 31, 2023	64,252,040
Units issued for cash	$ 80	79,920		80,000
Units issued for cash, shares	800,000
Stock based compensation	$ 50	204,540		204,590
Stock based compensation, shares	500,000
Net loss			(429,942)	(429,942)
Ending balance, value at Mar. 31, 2024	$ 6,556	$ 10,221,896	$ (13,378,989)	$ (3,150,537)
Ending balance, shares at Mar. 31, 2024	65,552,040

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (429,942)	$ (807,725)
Adjustment to reconcile net loss to cash used in operating activities:
Stock based compensation	204,590	498,158
Net change in:
Prepaid expenses	3,279	4,040
Accounts payable	(12,183)	76,967
Accrued compensation	90,000	45,000
Accrued expenses	46,803	154,224
Accrued expenses, related party	14,955	0
Deferred revenue	23,584	0
CASH FLOWS USED IN OPERATING ACTIVITIES	(58,914)	(29,336)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of advances, related party	0	(1,595)
Repayment of note payable	(3,569)	(3,606)
Proceeds from senior convertible notes payable	0	40,000
Proceeds from issuance of common stock and warrants	80,000	0
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES	76,431	34,799
NET CHANGE IN CASH	17,517	5,463
Cash, beginning of period	5,268	14,320
Cash, end of period	22,785	19,783
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid on interest expense	108	11,652
Cash paid for income taxes	0	0
NON-CASH TRANSACTIONS
Expenses paid on the Company's behalf	$ 0	$ 1,595

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (429,942)	$ (807,725)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Insider Trading Arrangements [Line Items]
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	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Note 1. Basis of Presentation The accompanying unaudited interim consolidated financial statements of GeoSolar Technologies, Inc. (“we”, “our”, “GeoSolar” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (“SEC”). In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (all of which are of a normal recurring nature) and disclosures necessary for a fair presentation of the Company’s financial position as of March 31, 2024, and the results of its operations for the three months then ended. The consolidated balance sheet as of December 31, 2023 is derived from the December 31, 2023, audited financial statements. Due to recurring losses from operations and future liquidity needs, there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Refer to discussion in Note 3. On June 6, 2022, the Company formed a new subsidiary in Colorado, Sustainable Housing Development Corporation, to build a four-plex. As of March 31, 2024, Sustainable Housing Development Corporation has not begun operations.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below: Principles of Consolidation Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiary, Sustainable Housing Development Corporation. All intercompany transactions and balances have been eliminated. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates In preparing consolidated 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 consolidated financial statements involving the valuation of common stock and stock based compensation. Related Parties The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. 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 three months ended March 31, 2024 and 2023. During the three months ended March 31, 2024, 2,487,500 10,350,000 15,821,450 1,487,500 4,050,000 5,563,309 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. 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	3 Months Ended
	Mar. 31, 2024
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 March 31, 2024, 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	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Note 4. Related Party Transactions 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. On January 1, 2024, Mr. Douglass reduced his base salary to $ 120,000 30,000 292,200 262,200 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 30,000 30,000 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 30,000 30,000 2,000,000 ten-year term 0.10 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 December 31, 2024 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 completed in 2024. In consideration for the platform, the Company issued 1,000,000 100,000 395,000 8 December 31, 2024 0.10 495,000 495,000 As of March 31, 2024 and December 31, 2023, the convertible note, related party balance was $ 749,795 15,612 657

Advances, Notes Payable and Sen

Advances, Notes Payable and Senior Convertible Notes	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Advances, Notes Payable and Senior Convertible Notes	Note 5. Advances, Notes Payable and Senior Convertible Notes Advances As of March 31, 2024 and December 31, 2023, the Company owes Norbert Klebl $ 464,741 65,089 55,820 8 Note Payable In May 2023, the Company entered into a Premium Finance Agreement related to various insurance policies. The policy premiums total $15,914 for a one year policy period. The Company financed $11,661 of the policy over a ten month period. The monthly payments under the agreement are due in ten installments of $1,225, at an annual interest rate of 10.95%. As of March 31, 2024 and December 31, 2023, the note payable balance was $ 1,537 5,106 Senior Convertible Notes In February and March 2023, the Company issued two senior convertible notes in the principal amount of $ 40,000 8 December 31, 2023 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 December 31, 2022 0.20 In June 2022, the Company issued a senior convertible note in the principal amount of $ 400,000 12 May 31, 2023 0.20 In November and December 2021, the Company issued three senior convertible notes in the principal amount of $ 150,000 8 December 31, 2022 At the option of the holders, some of the notes referred to above 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 March 31, 2024 and December 31, 2023, the balances on the senior convertible notes were $ 1,235,000

Equity

Equity	3 Months Ended
	Mar. 31, 2024
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 On January 5, 2024, the Company issued 500,000 67,500 During the three months ended March 31, 2024, the Company sold 8 80,000 Each Unit consists of 100,000 shares of our common stock and 100,000 warrants. Stock Warrants The following table summarizes the stock warrant activity for the three months ended March 31, 2024: Schedule of stock warrant activity Number of Warrants Weighted Average Exercise Price Per Share Outstanding at December 31, 2023 1,687,500 $ 1.88 Granted 800,000 1.00 Exercised – – Forfeited and expired – – Outstanding at March 31, 2024 2,487,500 $ 1.60 As of March 31, 2024, all outstanding warrants are exercisable and have a weighted average remaining term of 1.16 no Stock Options The following table summarizes the stock option activity for the three months ended March 31, 2024: Schedule of stock option activity Number of Weighted Average Exercise Price Per Share Outstanding at December 31, 2023 8,350,000 $ 0.10 Granted 2,000,000 0.10 Exercised – – Forfeited and expired – – Outstanding at March 31, 2024 10,350,000 $ 0.10 During the three months ended March 31, 2024, the Company recognized $ 137,090 800,374 8.84 no

Commitments

Commitments	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments	Note 7. Commitments 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 March 31, 2024 and December 31, 2023, Mr. Klebl is owed $ 464,741 8

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiary, Sustainable Housing Development Corporation. All intercompany transactions and balances have been eliminated. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates	Use of Estimates In preparing consolidated 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 consolidated financial statements involving the valuation of common stock and stock based compensation.
Related Parties	Related Parties The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.
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 three months ended March 31, 2024 and 2023. During the three months ended March 31, 2024, 2,487,500 10,350,000 15,821,450 1,487,500 4,050,000 5,563,309
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.
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)	3 Months Ended
	Mar. 31, 2024
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, 2023 1,687,500 $ 1.88 Granted 800,000 1.00 Exercised – – Forfeited and expired – – Outstanding at March 31, 2024 2,487,500 $ 1.60
Schedule of stock option activity	Schedule of stock option activity Number of Weighted Average Exercise Price Per Share Outstanding at December 31, 2023 8,350,000 $ 0.10 Granted 2,000,000 0.10 Exercised – – Forfeited and expired – – Outstanding at March 31, 2024 10,350,000 $ 0.10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	2,487,500	1,487,500
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	10,350,000	4,050,000
Senior Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	15,821,450	5,563,309

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)				3 Months Ended
	Jan. 02, 2024	Dec. 27, 2023	Dec. 15, 2023	Mar. 31, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Convertible note payable				$ 1,235,000	$ 1,235,000
Related Party Convertible Note [Member]
Related Party Transaction [Line Items]
Convertible note payable				749,795	749,795
Accrued interest				15,612	657
Mr. Stone Douglass [Member]
Related Party Transaction [Line Items]
Base annual salary	$ 120,000
Officer salary				30,000
Accrued compensation				292,200	262,200
Chartock [Member]
Related Party Transaction [Line Items]
Base annual salary		$ 120,000
Officer salary				30,000
Accrued compensation				30,000
Mr. Chang [Member]
Related Party Transaction [Line Items]
Base annual salary	$ 120,000
Officer salary				30,000
Accrued compensation				$ 30,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures				2,000,000
Remaining option term				ten-year term
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price				$ 0.10
TAG Collective [Member]
Related Party Transaction [Line Items]
Convertible note payable		$ 354,795
Senior note		8%
Debt maturity date		Dec. 31, 2024
Convertible note payable, conversion price		$ 0.10
TAG Collective [Member] | Development Agreement [Member]
Related Party Transaction [Line Items]
Convertible note payable			$ 395,000
Senior note			8%
Debt maturity date			Dec. 31, 2024
Convertible note payable, conversion price			$ 0.10
Stock issued for services, shares			1,000,000
Stock issued for services, value			$ 100,000
Deposit on software				$ 495,000	$ 495,000

Advances, Notes Payable and S_2

Advances, Notes Payable and Senior Convertible Notes (Details Narrative) - USD ($)			1 Months Ended	2 Months Ended	12 Months Ended
	Jul. 23, 2023	Nov. 30, 2021	Jun. 30, 2022	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Dec. 31, 2023	Feb. 28, 2023
Short-Term Debt [Line Items]
Premium finance note payable balance						$ 1,537	$ 5,106
Convertible note payable						1,235,000	$ 1,235,000
Two Senior Convertible Notes [Member]
Short-Term Debt [Line Items]
Debt stated interest rate							8%
Debt face amount				$ 40,000				$ 40,000
Debt Instrument, Maturity Date				Dec. 31, 2023
Conversion price								$ 0.20
Issued July 23, 2023 [Member]
Short-Term Debt [Line Items]
Debt stated interest rate	8%
Debt Instrument, Maturity Date	Dec. 31, 2024
Conversion price	$ 0.10
Convertible note payable	$ 200,000
Issued Fiscal 2022 [Member]
Short-Term Debt [Line Items]
Debt stated interest rate			12%		8%
Debt Instrument, Maturity Date					Dec. 31, 2022
Conversion price					$ 0.20
Convertible note payable					$ 445,000
Issued June 2022 [Member]
Short-Term Debt [Line Items]
Debt Instrument, Maturity Date			May 31, 2023
Conversion price			$ 0.20
Convertible note payable			$ 400,000
Three Senior Convertible Notes [Member]
Short-Term Debt [Line Items]
Debt stated interest rate		8%
Debt Instrument, Maturity Date		Dec. 31, 2022
Convertible note payable		$ 150,000
Premium Finance Agreement [Member]
Short-Term Debt [Line Items]
Premium finance note payable balance						1,537	$ 5,106
Norbert Klebl [Member]
Short-Term Debt [Line Items]
Notes payable						464,741	464,741
Accrued interest						$ 65,089	$ 55,820
Debt stated interest rate						8%

Equity (Details - Warrant activ

Equity (Details - Warrant activity) - Warrant [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants outstanding, beginning | shares	1,687,500
Weighted average exercise price per share outstanding, beginning | $ / shares	$ 1.88
Number of warrants outstanding, granted | shares	800,000
Weighted average exercise price per share, granted | $ / shares	$ 1
Number of warrants outstanding, exercised | shares	0
Weighted average exercise price per share, exercised | $ / shares	$ 0
Number of warrants outstanding, forfeited and expired | shares	0
Weighted average exercise price per share, forfeited and expired | $ / shares	$ 0
Number of warrants outstanding, ending | shares	2,487,500
Weighted average exercise price per share outstanding, ending | $ / shares	$ 1.60

Equity (Details - Option activi

Equity (Details - Option activity) - Equity Option [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options Outstanding, Beginning | shares	8,350,000
Weighted Average Exercise Price Per Share Outstanding, Beginning | $ / shares	$ 0.10
Number of Options, Granted | shares	2,000,000
Weighted Average Exercise Price Per Share, Granted | $ / shares	$ 0.10
Number of Options, Exercised | shares	0
Weighted Average Exercise Price Per Share, Exercised | $ / shares	$ 0
Number of Options, Forfeited and expired | shares	0
Weighted Average Exercise Price Per Share, Forfeited and expired | $ / shares	$ 0
Number of Options Outstanding, Ending | shares	10,350,000
Weighted Average Exercise Price Per Share Outstanding, Ending | $ / shares	$ 0.10

Equity (Details Narrative)

Equity (Details Narrative) - USD ($)		3 Months Ended
	Jan. 05, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Class of Stock [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
Proceeds from sold units		$ 80,000	$ 0
Share-based payment arrangement, noncash expense		$ 204,590	$ 498,158
Warrant [Member]
Class of Stock [Line Items]
Weighted average remaining term		1 year 1 month 28 days
Aggregate intrinsic value		$ 0
Equity Option [Member]
Class of Stock [Line Items]
Weighted average remaining term		8 years 10 months 2 days
Share-based payment arrangement, noncash expense		$ 137,090
Compensation cost not yet recognized		800,374
Aggregate intrinsic value		$ 0
Consultant [Member]
Class of Stock [Line Items]
Stock issued for services, shares	500,000
Stock issued for services, value	$ 67,500
Investors [Member] | Units [Member]
Class of Stock [Line Items]
Units issued during period		8
Proceeds from sold units		$ 80,000
Unit description		Each Unit consists of 100,000 shares of our common stock and 100,000 warrants.

Commitments (Details Narrative)

Commitments (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Norbert Klebl [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Notes payable	$ 464,741	$ 464,741
Debt stated interest rate	8%
Klebl [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt stated interest rate	8%