UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31,June 30, 2022
☐ Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period _____________to______________
Commission File Number 333-255887
GEOSOLAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Colorado | 3585 | |
| (State or other jurisdiction of incorporation) | (Primary Standard Industrial Classification Code Number) | |
| 85-4106353 | 1400 | |
| (IRS Employer I.D. Number) | (Address, including zip code, and telephone number including area of principal executive offices) |
(720) 932-8109
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) had been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: shares of common stock outstanding as of May 10,August 3, 2022.
FORWARD-LOOKING STATEMENTS
The information in this report contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (“the Exchange Act”), which are subject to the “safe harbor” created by those sections. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “should,” “could,” “predicts,” “potential,” “continue,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that we make. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements. All forward-looking statements in this Form 10-Q are made based on our current expectations, forecasts, estimates and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. In evaluating these statements, you should specifically consider various factors, uncertainties and risks that could affect our future results or operations. These factors, uncertainties and risks may cause our actual results to differ materially from any forward-looking statement set forth in this Form 10-Q. You should carefully consider these risk and uncertainties described and other information contained in the reports we file with or furnish to the SEC before making any investment decision with respect to our securities. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.
| i |
TABLE OF CONTENTS
| ii |
PART I
FINANCIALINFORMATION
| Item 1. | Financial Statements |
GeoSolar Technologies, Inc.
Consolidated Balance Sheets
(Unaudited)
| June 30, 2022 | December 31, 2021 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 173,175 | $ | 19,362 | ||||
| Subscription receivable | 0 | 960 | ||||||
| Prepaid expenses | 1,212,732 | 1,474 | ||||||
| Deferred offering costs | 300,000 | 300,000 | ||||||
| Total current assets | 1,685,907 | 321,796 | ||||||
| Total assets | $ | 1,685,907 | $ | 321,796 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 121,954 | $ | 166,837 | ||||
| Accrued compensation | 57,500 | 80,000 | ||||||
| Accrued expenses | 1,699,091 | 409,349 | ||||||
| Related party advances | 1,000 | 780 | ||||||
| Advances | 30,000 | 60,000 | ||||||
| Note payable | 11,841 | 0 | ||||||
| Senior convertible notes payable | 895,000 | 150,000 | ||||||
| Total current liabilities | 2,816,386 | 866,966 | ||||||
| Total liabilities | 2,816,386 | 866,966 | ||||||
| Commitments and contingencies | – | – | ||||||
| STOCKHOLDERS' DEFICIT | ||||||||
Preferred stock, $ par value, shares authorized, shares issued and outstanding | 0 | 0 | ||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding, respectively | 5,986 | 5,688 | ||||||
| Additional paid in capital | 6,717,089 | 6,149,052 | ||||||
| Accumulated deficit | (7,853,554 | ) | (6,699,910 | ) | ||||
| Total stockholders' deficit | (1,130,479 | ) | (545,170 | ) | ||||
| Total liabilities and stockholders' deficit | $ | 1,685,907 | $ | 321,796 | ||||
| March 31, 2022 | December 31, 2021 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 68,270 | $ | 19,362 | ||||
| Subscription receivable | 15 | 960 | ||||||
| Prepaid expenses | 0 | 1,474 | ||||||
| Deferred offering costs | 300,000 | 300,000 | ||||||
| Total current assets | 368,285 | 321,796 | ||||||
| Total assets | $ | 368,285 | $ | 321,796 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 108,666 | $ | 166,837 | ||||
| Accrued compensation | 62,500 | 80,000 | ||||||
| Accrued expenses | 433,319 | 409,349 | ||||||
| Related party advances | 0 | 780 | ||||||
| Advances | 60,000 | 60,000 | ||||||
| Senior convertible notes payable | 445,000 | 150,000 | ||||||
| Total current liabilities | 1,109,485 | 866,966 | ||||||
| Total liabilities | 1,109,485 | 866,966 | ||||||
| Commitments and contingencies | – | – | ||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Preferred stock, $ par value, shares authorized, shares issued and outstanding | 0 | 0 | ||||||
| Common stock, $ par value, shares authorized, and shares issued and outstanding, respectively | 5,986 | 5,688 | ||||||
| Additional paid in capital | 6,656,047 | 6,149,052 | ||||||
| Accumulated deficit | (7,403,233 | ) | (6,699,910 | ) | ||||
| Total stockholders' deficit | (741,200 | ) | (545,170 | ) | ||||
| Total liabilities and stockholders' deficit | $ | 368,285 | $ | 321,796 | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-1 |
GeoSolar Technologies, Inc.
Consolidated Statements of Operations
For the three and six months ended March 31,June 30, 2022 and 2021
(Unaudited)
| Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | |||||||||||||||||||||
| March 31, 2022 | March 31, 2021 | June 30, 2022 | June 30, 2021 | June 30, 2022 | June 30, 2021 | |||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||
| General and administrative | $ | 690,922 | $ | 1,739,408 | $ | 433,776 | $ | 2,882,601 | $ | 1,124,698 | $ | 4,622,009 | ||||||||||||
| Research and development | 3,463 | 22,891 | 4,097 | 13,334 | 7,560 | 36,225 | ||||||||||||||||||
| Total operating expenses | 694,385 | 1,762,299 | 437,873 | 2,895,935 | 1,132,258 | 4,658,234 | ||||||||||||||||||
| Other expenses: | ||||||||||||||||||||||||
| Interest expense | (8,938 | ) | 0 | (12,448 | ) | 0 | (21,386 | ) | 0 | |||||||||||||||
| Total other expenses | (8,938 | ) | 0 | (12,448 | ) | 0 | (21,386 | ) | 0 | |||||||||||||||
| Net loss | $ | (703,323 | ) | $ | (1,762,299 | ) | $ | (450,321 | ) | $ | (2,895,935 | ) | $ | (1,153,644 | ) | $ | (4,658,234 | ) | ||||||
| Net loss per common share: | ||||||||||||||||||||||||
| Basic and diluted | $ | (0.01 | ) | $ | (0.12 | ) | ||||||||||||||||||
| Basic | $ | (0.01 | ) | $ | (0.07 | ) | $ | (0.02 | ) | $ | (0.17 | ) | ||||||||||||
| Diluted | $ | (0.01 | ) | $ | (0.07 | ) | $ | (0.02 | ) | $ | (0.17 | ) | ||||||||||||
| Weighted average common shares outstanding: | ||||||||||||||||||||||||
| Basic and diluted | 58,345,787 | 14,391,685 | ||||||||||||||||||||||
| Basic | 59,850,000 | 40,974,744 | 59,106,250 | 27,753,344 | ||||||||||||||||||||
| Diluted | 59,850,000 | 40,974,744 | 59,106,250 | 27,753,344 | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-2 |
GeoSolar Technologies, Inc.
Consolidated Statements of Changes in Stockholders’ Deficit
For the three and six months ended March 31,June 30, 2022 and 2021
(Unaudited)
| Common Stock | Additional Paid-In | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance, December 31, 2021 | 56,875,000 | $ | 5,688 | $ | 6,149,052 | $ | (6,699,910 | ) | $ | (545,170 | ) | |||||||||
| Common shares issued for cash ($283) and services | 2,825,000 | 283 | 423,468 | – | 423,751 | |||||||||||||||
| Common shares issued for subscription receivable ($15) and services | 150,000 | 15 | 22,485 | – | 22,500 | |||||||||||||||
| Stock based compensation | – | – | 61,042 | – | 61,042 | |||||||||||||||
| Net loss | – | – | – | (703,323 | ) | (703,323 | ) | |||||||||||||
| Balance, March 31, 2022 | 59,850,000 | 5,986 | 6,656,047 | (7,403,233 | ) | (741,200 | ) | |||||||||||||
| Stock based compensation | – | – | 61,042 | – | 61,042 | |||||||||||||||
| Net loss | – | – | – | (450,321 | ) | (450,321 | ) | |||||||||||||
| Balance, June 30, 2022 | 59,850,000 | $ | 5,986 | $ | 6,717,089 | $ | (7,853,554 | ) | $ | (1,130,479 | ) | |||||||||
| Balance, December 31, 2020 | 0 | $ | – | $ | – | $ | (5,000 | ) | $ | (5,000 | ) | |||||||||
| Founder shares issued for cash | 7,525,000 | 752 | – | – | 752 | |||||||||||||||
| Common shares issued for cash ($762) and services | 7,615,000 | 762 | 1,141,489 | – | 1,142,251 | |||||||||||||||
| Units issued for cash | 1,875,000 | 188 | 374,812 | – | 375,000 | |||||||||||||||
| Common shares issued to Fourth Wave Energy, Inc. | 10,000,000 | 1,000 | – | – | 1,000 | |||||||||||||||
| Net loss | – | – | – | (1,762,299 | ) | (1,762,299 | ) | |||||||||||||
| . | ||||||||||||||||||||
| Balance, March 31, 2021 | 27,015,000 | 2,702 | 1,516,301 | (1,767,299 | ) | (248,296 | ) | |||||||||||||
| Common shares issued for cash ($1,676) and services | 16,760,000 | 1,676 | 2,512,324 | – | 2,514,000 | |||||||||||||||
| – | ||||||||||||||||||||
| Units issued for cash | 700,000 | 70 | 139,930 | – | 140,000 | |||||||||||||||
| – | ||||||||||||||||||||
| Net loss | – | – | – | (2,895,935 | ) | (2,895,935 | ) | |||||||||||||
| Balance, June 30, 2021 | 44,475,000 | $ | 4,448 | $ | 4,168,555 | $ | (4,663,234 | ) | $ | (490,231 | ) | |||||||||
| Common Stock | Additional | Accumulated | ||||||||||||||||||
| Shares | Amount | paid-in capital | Deficit | Total | ||||||||||||||||
| Balance, December 31, 2021 | 56,875,000 | $ | 5,688 | $ | 6,149,052 | $ | (6,699,910 | ) | $ | (545,170 | ) | |||||||||
| Common shares issued for cash ($283) and services | 2,825,000 | 283 | 423,468 | – | 423,751 | |||||||||||||||
| Common shares issued for subscription receivable ($15) and services | 150,000 | 15 | 22,485 | – | 22,500 | |||||||||||||||
| Stock based compensation | – | – | 61,042 | – | 61,042 | |||||||||||||||
| Net loss | – | – | – | (703,323 | ) | (703,323 | ) | |||||||||||||
| Balance, March 31, 2022 | 59,850,000 | $ | 5,986 | $ | 6,656,047 | $ | (7,403,233 | ) | $ | (741,200 | ) | |||||||||
| Balance, December 31, 2020 | – | $ | – | $ | – | $ | (5,000 | ) | $ | (5,000 | ) | |||||||||
| Founder shares issued for cash | 7,525,000 | 752 | – | – | 752 | |||||||||||||||
| Common shares issued for cash ($762) and services | 7,615,000 | 762 | 1,141,489 | – | 1,142,251 | |||||||||||||||
| Units issued for cash | 1,875,000 | 188 | 374,812 | – | 375,000 | |||||||||||||||
| Common shares issued to Fourth Wave Energy, Inc. | 10,000,000 | 1,000 | – | – | 1,000 | |||||||||||||||
| Net loss | – | – | – | (1,762,299 | ) | (1,762,299 | ) | |||||||||||||
| . | ||||||||||||||||||||
| Balance, March 31, 2021 | 27,015,000 | $ | 2,702 | $ | 1,516,301 | $ | (1,767,299 | ) | $ | (248,296 | ) | |||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-3 |
GeoSolar Technologies, Inc.
Consolidated Statements of Cash Flows
For the threesix months ended March 31,June 30, 2022 and 2021
(Unaudited)
| June 30, 2022 | June 30, 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (1,153,644 | ) | $ | (4,658,234 | ) | ||
| Adjustment to reconcile net loss to cash used in operating activities: | ||||||||
| Stock based compensation | 568,037 | 3,654,813 | ||||||
| Net change in: | ||||||||
| Prepaid expenses | 50,583 | (19,702 | ) | |||||
| Accounts payable | (44,883 | ) | 104,339 | |||||
| Accounts payable, related party | (22,500 | ) | 30,000 | |||||
| Accrued expenses | 39,742 | 386,147 | ||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | (562,665 | ) | (502,637 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayment of advances | (30,000 | ) | (6,000 | ) | ||||
| Proceeds from advances, related party | 1,000 | 0 | ||||||
| Repayment of advances, related party | (780 | ) | 0 | |||||
| Proceeds from advances | 0 | 10,000 | ||||||
| Proceeds from senior convertible notes payable | 745,000 | 0 | ||||||
| Proceeds from subscription receivable | 975 | 0 | ||||||
| Proceeds from issuance of common stock and warrants | 283 | 518,190 | ||||||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 716,478 | 522,190 | ||||||
| NET CHANGE IN CASH | 153,813 | 19,553 | ||||||
| Cash, beginning of period | 19,362 | 1,100 | ||||||
| Cash, end of period | $ | 173,175 | $ | 20,653 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Cash paid on interest expense | $ | 0 | $ | 0 | ||||
| Cash paid for income taxes | $ | 0 | $ | 0 | ||||
| NON-CASH TRANSACTIONS | ||||||||
| Financing of prepaid insurance premiums | $ | 11,841 | $ | 63,556 | ||||
| Non-cash increase in prepaid expenses | $ | 1,250,000 | $ | 0 | ||||
| March 31, 2022 | March 31, 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (703,323 | ) | $ | (1,762,299 | ) | ||
| Adjustment to reconcile net loss to cash used in operating activities: | ||||||||
| Stock based compensation | 506,995 | 1,142,489 | ||||||
| Net change in: | ||||||||
| Prepaid expenses | 1,474 | 0 | ||||||
| Accounts payable | (58,171 | ) | 2,411 | |||||
| Accrued compensation | (17,500 | ) | 0 | |||||
| Accrued expenses | 23,970 | 379,850 | ||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | (246,555 | ) | (237,549 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayment of advances | 0 | (6,000 | ) | |||||
| Repayment of advances, related party | (780 | ) | 0 | |||||
| Proceeds from senior convertible notes payable | 295,000 | 0 | ||||||
| Proceeds from subscription receivable | 960 | 0 | ||||||
| Proceeds from issuance of common stock and warrants | 283 | 376,514 | ||||||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 295,463 | 370,514 | ||||||
| NET CHANGE IN CASH | 48,908 | 132,965 | ||||||
| Cash, beginning of period | 19,362 | 1,100 | ||||||
| Cash, end of period | $ | 68,270 | $ | 134,065 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Cash paid on interest expense | $ | 0 | $ | 0 | ||||
| Cash paid for income taxes | $ | 0 | $ | 0 | ||||
| NON-CASH TRANSACTIONS | ||||||||
| Common shares issued for subscription receivable | $ | 15 | $ | 0 | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| F-4 |
GeoSolar Technologies, Inc.
Notes to the Consolidated Financial Statements
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited interim consolidated financial statements of GeoSolar Technologies, Inc. (“we”, “our”, “GeoSolar” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2021, as reported in the Form 10-K of the Company, have been omitted.
On June 6, 2022, the Company formed a new subsidiary in Colorado, Sustainable Housing Development Corporation, to build a four-plex. As of June 30, 2022, Sustainable Housing Development Corporation, has not begun operations.
Summary of Significant Accounting Policies
Principles of Consolidation
Our consolidated financial statements include our accounts and the accounts of our 100% owned subsidiary, Sustainable Housing Development Corporation. All intercompany transactions and balances have been eliminated. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying consolidated financial statements involved the valuation of common stock and stock based compensation.
Related Parties
The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.
Fair Value of Financial Instruments
The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rate.
| F-5 |
Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the threesix months ended March 31,June 30, 2022 and 2021, reflected in the accompanying statement of operations. During the threesix months ended March 31,June 30, 2022 and 2021, and shares issuable from senior convertible notes, and of stock warrants and and of stock options, respectively, were considered for their dilutive effects but were determined to be anti-dilutive due to the Company’s net loss.
Recent Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) to simplify the accounting for convertible instruments by removing certain separation models in Subtopic 470- 20, Debt with Conversion and Other Options, for convertible instruments. Under the amendments in ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments typically will be closer to the coupon interest rate when applying the guidance in Topic 835, Interest. The amendments in ASU 2020-06 provide financial statement users with a simpler and more consistent starting point to perform analyses across entities. The amendments also improve the operability of the guidance and reduce, to a large extent, the complexities in the accounting for convertible instruments and the difficulties with the interpretation and application of the relevant guidance. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. The amendments in ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies, as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of its annual fiscal year and are allowed to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If an entity elects the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The Company is evaluating the impact of the revised guidance and believes that it will not have a significant impact on its consolidated financial statements.
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.
| F-6 |
Reclassification
Certain reclassifications may have been made to our prior year’s financial statements to conform to our current year presentation. These reclassifications had no effect on our previously reported results of operations or accumulated deficit.
Note 2. Going Concern
These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At March 31,June 30, 2022, 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 considers 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.
Note 3. Related Party Transactions
On January 5, 2021, the Company entered into an employment agreement with Mr. Stone Douglass pursuant to which Mr. Douglass agreed to serve as Chief Executive Officer commencing on January 1, 2021, for an initial term of three years. The term will be extended automatically for one year on January 1, 2024 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Douglass or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of January 1, 2024 or the last date to which the term is extended will be the end of the term). Mr. Douglass will receive a base annual salary of $180,000. During the threesix months ended March 31,June 30, 2022 the Company recognized $45,00090,000 of expense related to this agreement. As of March 31,June 30, 2022 and December 31, 2021, the Company has accrued $62,50057,500 and $80,000 of compensation, respectively.
During the year ended December 31, 2021, the Company’s sole director paid $680 of expenses on behalf of the Company. The advance is unsecured, non-interest bearing and is payable on demand. During the threesix months ended March 31,June 30, 2022, the Company received $1,000 in advances and repaid $780 of advances. As of March 31,June 30, 2022 and December 31, 2021, the advances related party totaled $01,000 and $780, respectively.
Note 4. Advances, Note Payable and AdvancesConvertible Notes
Advances
During the year ended December 31, 2021, the Company received $ in advances from shareholders and repaid $ in advances. During the six months ended June 30, 2022, the Company repaid $ in advances. As of March 31,June 30, 2022 and December 31, 2021, the advances totaled $ and $, respectively.
| F-7 |
Note Payable
In June 2022, the Company entered into a Premium Finance Agreement related to various insurance policies. The policy premiums total $16,162 for a one year policy period. The Company financed $11,841 of the policy over a ten month period. The monthly payments under the agreement are due in ten installments of $1,224, at an annual interest rate of 7.30%.
Senior Convertible Notes
In November and December 2021, the Company issued senior convertible notes in the principal amount of $150,000. During the threesix months ended March 31,June 30, 2022, the Company issued senior convertible notes in the principal amount of $295,000345,000. The notes are unsecured, bear interest at 8% per year and are due and payable on December 31, 2022.
In June 2022, the Company issued a senior convertible note in the principal amount of $400,000. The note is unsecured, bears interest at 12% per year and is due and payable on May 31, 2023.
At the option of the holder,holders, the notes can be converted into shares of the Company’s common stock. The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.20.$0.20. The Company evaluated the conversion option and concluded a beneficial conversion feature and embedded derivative were not present at issuance. As of March 31,June 30, 2022 and December 31, 2021, the balance on the loanssenior convertible notes was $445,000895,000 and $150,000, respectively.
Note 5. Equity
The Company is currently authorized to issue up to shares of common stock with a par value of $0.0001.$. In addition, the Company is authorized to issue shares of preferred stock with a par value of $0.0001.$. The specific rights of the preferred stock, when so designated, shall be determined by the board of directors.
On February 8, 2022, the Board approve the issuance of shares of the Company common stock at $0.0001 to a private group of investors. Based on the $0.15 per share estimated fair value using the cash selling price at the time of issuance, the Company recognized an expense of $ related to the issuance of shares. During the three months ended March 31, 2022, the Company collected $283 and recorded a subscription receivable of $15 for the amount still owed. Subsequent to March 31,In April 2022, the Company collected the subscription receivable.
Stock Warrants
The following table summarizes the stock warrant activity for the threesix months ended March 31,June 30, 2022:
| Schedule of stock warrant activity | ||||||||||||||||
| Number of Warrants | Weighted Average Exercise Price Per Share | Number of Warrants | Weighted Average Exercise Price Per Share | |||||||||||||
| Outstanding at December 31, 2021 | 1,487,500 | $ | 2.00 | 1,487,500 | $ | 2.00 | ||||||||||
| Granted | 0 | 0 | 0 | 0 | ||||||||||||
| Exercised | 0 | 0 | 0 | 0 | ||||||||||||
| Forfeited and expired | 0 | 0 | 0 | 0 | ||||||||||||
| Outstanding at March 31, 2022 | 1,487,500 | $ | 2.00 | |||||||||||||
| Outstanding at June 30, 2022 | 1,487,500 | $ | 2.00 | |||||||||||||
As of March 31,June 30, 2022, all outstanding warrants are exercisable and have a weighted average remaining term of 2.762.51 years. There was intrinsic value of the outstanding warrants as of March 31,June 30, 2022.
Stock Options
The following table summarizes the stock option activity for the three months ended March 31, 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 | 0 | 0 | ||||||
| Exercised | 0 | 0 | ||||||
| Forfeited and expired | 0 | 0 | ||||||
| Outstanding at March 31, 2022 | 3,750,000 | $ | 0.10 | |||||
During the three months ended March 31, 2022, the Company recognized $ of expense related to outstanding stock options leaving $ of unrecognized expenses related to options. As of March 31, 2022, the outstanding stock options have a weighted average remaining term of years and an aggregate intrinsic value of $.
| F-8 |
Stock Options
The following table summarizes the stock option activity for the six months ended June 30, 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 | 0 | 0 | ||||||
| Exercised | 0 | 0 | ||||||
| Forfeited and expired | 0 | 0 | ||||||
| Outstanding at June 30, 2022 | 3,750,000 | $ | 0.10 | |||||
During the six months ended June 30, 2022, the Company recognized $ of expense related to outstanding stock options leaving $ of unrecognized expenses related to options. As of June 30, 2022, the outstanding stock options have a weighted average remaining term of years and an aggregate intrinsic value of $.
Note 6. Commitments
On May 17, 2022, the Company engaged Rialto Markets, LLC (“Rialto”), to act as the broker-dealer of record in connection with the Company’s Regulation A Offering, but not for underwriting or placement agent services. The Company has agreed to pay Rialto a commission equal to 2% of the amount raised from the sale of the Company’s common stock in the Regulation A Offering. During the six months ended June 30, 2022, the Company paid Rialto $2,000 for FINRA filing fees.
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 will 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 issued any common stock or common stock equivalents less than $1.00 per share. As of June 30, 2022, the Company had not issued the shares and accrued $1,250,000 related to this agreement. On July 13, 2022, the Company issued 1,250,000 shares to SRAX.
Note 7. Subsequent Events
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. 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 will purchase the land on which the project will be built and contribute the property to the Company’s subsidiary. The Company will arrange for a construction loan on the project. Upon sale of the units, 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. All advances are secured by the property, non-interest bearing and are repayable when the development is sold.
In July 2022, the Company repaid $1,000 of advances, related party.
| F-9 |
| Item 2. | Management’s Discussion and Analysis of Financial Conditions and Results of Operations |
Overview
We were incorporated in Colorado on December 2, 2020. We acquired all rights to what we callformerly called the GSP system on March 9, 2021 from Fourth Wave Energy, Inc ("FWAV") in return for the issuance of 10,000,000 shares of our common stock to FWAV. FWAV plans to distributehas distributed (“Spin-Off”) these shares to its shareholders.
We also assumed all liabilities (approximately $380,000) associated with seven consulting agreements previously signed by FWAV. The agreements with the consultants generally provided that the consultants would advise FWAV in matters concerning the development of natural energy systems, formerly referred to as the "GSP system", in newly built and existing residences as well as new apartments and commercial buildings. Although these consulting agreements have since expired, we still owe approximately $380,000 to the former consultants.
GSP SystemSmartGreen™ Home system
The SmartGreen™ Home system (“SGH system” formerly the GSP systemsystem) is based on combining solar power and other energy efficient technologies into one fully integrated system. The GSPSGH system is designed to significantly reduce energy consumption and associated carbon emissions in residences and commercial buildings.
The GSPSGH system is:
| · | Powered by solar photovoltaics and is managed with direct current advanced energy management controls |
| · | Uses: |
| ° | Geothermal heating and cooling | |
| ° | Efficient HVAC; | |
| ° | LED lighting; | |
| ° | Solar energy for hot water heating; | |
| ° | Improved insulation; and | |
| ° | Advanced air filtration and ventilation. |
We plan to use a national network of home improvementsolar contractors throughout the US to market and install the GSPSGH system directly to homeowners. GST will retain the rights to the sales and installation of the System in the state of Colorado
We plan to use independent subcontractors to replace a home’s existing heating and air conditioning system with the GSPSGH system. We estimate that the removal of an existing HVAC system and the installation of the GSPSGH system will cost approximately $39,000$75,000 after tax credits and require approximately 20 days to complete.
It is believed the installation of the GSPSGH system will result in a more valuable, cleaner and healthier home and is highly economic for the homeowner.
| 1 |
We believe the GSPSGH system represents an important advancement in the way homes are cooled, heated and powered and that the market for the GSPSGH system will be substantial.
We also are marketing the SmartGreen™ Home system in neighborhoods.
As of March 31,June 30, 2022 we were in the development stage.
Results of Operations
Material changes in the line items in our Statement of Income and Comprehensive Income for the threesix months ended March 31,June 30, 2022 as compared to the same period last year, are discussed below:
| Item | Increase (I) or Decrease (D) | Reason | ||
| General and Administrative Expenses | D | Due to the timing of recording non-cash stock compensation | ||
| Research and Development | D | Due to timing of incurring research and development cost related to a proof of concept projected completed in 2021. |
The factors that will most significantly affect future operating results are:
| · | Timing of raising capital to fund future product development and customer acquisition |
| · | Supply chain cost increases and timing issues |
| · | Competition |
| · |
Other than the foregoing we do not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on our revenues or expenses.
Liquidity and Capital Resources
Our sources and (uses) of cash for the threesix months ended March 31,June 30, 2022 and 2021 were:
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Cash used in operations | (246,555 | ) | (237,549 | ) | (562,665 | ) | (502,637 | ) | ||||||||
| Proceeds from advances – related party | 1,000 | – | ||||||||||||||
| Repayment of advances – related party | (780 | ) | (6,000 | ) | (780 | ) | – | |||||||||
| Sale of Convertible Notes | 295,000 | – | ||||||||||||||
| Proceeds from advances | – | 10,000 | ||||||||||||||
| Repayment of advances | (30,000 | ) | (6,000 | ) | ||||||||||||
| Sale of convertible notes | 745,000 | – | ||||||||||||||
| Proceeds from sale of common stock and warrants | 283 | 376,514 | 283 | 518,190 | ||||||||||||
| Other | 960 | – | ||||||||||||||
| Proceeds from subscription receivable | 975 | – | ||||||||||||||
| 2 |
Our projected capital requirements for the twelve months ending March 31, 2023:June 30, 2023 are:
| Description | Amount |
| $200,000 | |
| General and Administrative | $ |
| $ |
We will require funds of approximately $600,000 over the next twelve months to operate our business. This capital will be used to advertise our products, general and administrative expenses, including, upgrading our website, accounting, legal and marketing expenses.
The funding we require may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares.shareholders. There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.
Other than as disclosed above, we do not anticipate any material capital requirements for the three monthsyear ending March 31,June 30, 2023.
Other than as disclosed above, we do not know of any trends, demands, commitments, events or uncertainties that will result in, or that are reasonable likely to result in, our liquidity increasing or decreasing in any material way.
Other than as disclosed above, we do not know of any significant changes in our expected sources and uses of cash.
We do not have any commitments or arrangements from any person to provide us with any equity capital.
Contractual Obligations
As of March 31,June 30, 2022 we did not have any material capital commitments.
Off-Balance Sheet Arrangements
None.
Going Concern
The unaudited consolidated financial statements accompanying the report have been prepared on a going concern basis, which assumes that we will be able to meet our obligations and continue our operations for our next fiscal year. Realization values may be substantially different from carrying values as shown and the consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should we be unable to continue as a going concern. At March 31,June 30, 2022, we have had no revenue and have not yet achieved profitable operations and expect to incur further losses in the development of our business, all of which raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that we 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.advances.
| 3 |
There is no assurance that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will be forced to scale down or perhaps even cease the operation of our business.
Significant Accounting Policies
See Note 1 to the Consolidated Financial Statements included as part of this report for a description of our Significant Accounting Policies.
| Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Under the direction and with the participation of the Company’s management, including the Company’s Chief Executive and Chief Financial Officer, the Company has conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as of March 31,June 30, 2022. The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its periodic reports with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations, and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching its desired disclosure control objectives. Based on the evaluation, the Chief Executive and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were not effective as of March 31,June 30, 2022.
Changes in Internal Control over Financial Reporting
There was no change in the Company’s internal control over financial reporting that occurred during the three months ended March 31,June 30, 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 4 |
PART II
OTHER INFORMATION
| Item 6. | Exhibits |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). |
* Incorporated by reference to the same exhibit filed with Amendment No. 1 to the Company’s registration statement on Form S-1 (File # 333-255887).
| 5 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DATED: | GEOSOLAR TECHNOLOGIES, INC. |
| By: | |
| A. Stone Douglass, Principal Executive, Financial and Accounting Officer | |
| 6 |