Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 05, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
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 | No | |
Entity Interactive Data Current | No | |
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 | 44,875,000 |
Balance Sheets (Unaudited)
Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 7,325 | $ 1,100 |
Prepaid expenses | 60,551 | 0 |
Total current assets | 67,876 | 1,100 |
Total assets | 67,876 | 1,100 |
Current liabilities: | ||
Accounts payable | 183,271 | 0 |
Accounts payable, related party | 70,000 | 0 |
Accrued expenses | 415,943 | 0 |
Related party advances | 100 | 100 |
Advances | 60,000 | 6,000 |
Note payable | 52,011 | 0 |
Total current liabilities | 781,325 | 6,100 |
Total liabilities | 781,325 | 6,100 |
Commitments and contingencies | ||
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, 44,875,000 and no shares issued and outstanding, respectively | 4,488 | 0 |
Additional paid in capital | 4,289,210 | |
Accumulated deficit | (5,007,147) | (5,000) |
Total stockholders' deficit | (713,449) | (5,000) |
Total liabilities and stockholders' deficit | $ 67,876 | $ 1,100 |
Balance Sheets (Unaudited) (Par
Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Par or Stated Value Per Share | $ 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, Issued | 44,875,000 | 0 |
Common Stock, Shares, Outstanding | 44,875,000 | 0 |
Statement of Operations (Unaudi
Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Operating expenses: | ||
General and administrative | $ 317,039 | $ 4,939,048 |
Research and development | 25,810 | 62,035 |
Total operating expenses | 342,849 | 5,001,083 |
Operating expenses: | ||
Interest expense | (1,064) | (1,064) |
Total other expenses | (1,064) | (1,064) |
Net loss | $ (343,913) | $ (5,002,147) |
Basic and diluted | $ (0.01) | $ (0.15) |
Basic and diluted | 44,626,648 | 33,459,934 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ (5,000) | $ (5,000) | ||
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 0 | |||
Founder shares issued for cash and services | $ 752 | 752 | ||
Shares issued to founders, shares | 7,525,000 | |||
Common shares issued for cash and services | $ 762 | 1,141,489 | 1,142,251 | |
Stock Issued During Period, Shares, New Issues | 7,615,000 | |||
Units issued for cash | $ 188 | 374,812 | 375,000 | |
Units issued for cash, shares | 1,875,000 | |||
Common shares issued to Fourth Wave Energy, Inc. | $ 1,000 | 1,000 | ||
Stock Issued During Period, Shares, Purchase of Assets | 10,000,000 | |||
Net loss | (1,762,299) | (1,762,299) | ||
Ending balance, value at Mar. 31, 2021 | $ 2,702 | 1,516,301 | (1,767,299) | (248,296) |
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 27,015,000 | |||
Beginning balance, value at Dec. 31, 2020 | (5,000) | (5,000) | ||
Shares, Outstanding, Beginning Balance at Dec. 31, 2020 | 0 | |||
Net loss | (5,002,147) | |||
Ending balance, value at Sep. 30, 2021 | $ 4,488 | 4,289,210 | (5,007,147) | (713,449) |
Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 44,875,000 | |||
Beginning balance, value at Mar. 31, 2021 | $ 2,702 | 1,516,301 | (1,767,299) | (248,296) |
Shares, Outstanding, Beginning Balance at Mar. 31, 2021 | 27,015,000 | |||
Common shares issued for cash and services | $ 1,676 | 2,512,324 | 2,514,000 | |
Stock Issued During Period, Shares, New Issues | 16,760,000 | |||
Units issued for cash | $ 70 | 139,930 | 140,000 | |
Units issued for cash, shares | 700,000 | |||
Net loss | (2,895,935) | (2,895,935) | ||
Ending balance, value at Jun. 30, 2021 | $ 4,448 | 4,168,555 | (4,663,234) | (490,231) |
Shares, Outstanding, Ending Balance at Jun. 30, 2021 | 44,475,000 | |||
Units issued for cash | $ 40 | 79,960 | 80,000 | |
Units issued for cash, shares | 400,000 | |||
Net loss | (343,913) | (343,913) | ||
Stock based compensation | 40,695 | 40,695 | ||
Ending balance, value at Sep. 30, 2021 | $ 4,488 | $ 4,289,210 | $ (5,007,147) | $ (713,449) |
Shares, Outstanding, Ending Balance at Sep. 30, 2021 | 44,875,000 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
Net loss | $ (5,002,147) |
Adjustment to reconcile net loss to cash used in operating activities: | |
Stock based compensation | 3,695,508 |
Net change in: | |
Prepaid expenses | 3,005 |
Accounts payable | 183,271 |
Accounts payable, related party | 70,000 |
Accrued expenses | 415,943 |
CASH FLOWS USED IN OPERATING ACTIVITIES | (634,420) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
Repayment of advances | (16,000) |
Proceeds from advances | 70,000 |
Repayment on note payable | (11,545) |
Proceeds from issuance of common stock and warrants | 598,190 |
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 640,645 |
NET CHANGE IN CASH | 6,225 |
Cash, beginning of period | 1,100 |
Cash, end of period | 7,325 |
SUPPLEMENTAL CASH FLOW INFORMATION | |
Cash paid on interest expense | 0 |
Cash paid for income taxes | 0 |
NON-CASH TRANSACTIONS | |
Financing of prepaid insurance premiums | $ 63,556 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation The accompanying unaudited interim 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 S-1. 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 financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2020, as reported in the Form S-1 of the Company, have been omitted. On March 9, 2021, Fourth Wave Energy, Inc. (“Fourth Wave”) sold the GeoSolar Plus System (the “GSP system”) to us for 10,000,000 379,850 Summary of Significant Accounting Policies Use of Estimates The preparation of 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying financial statements involved the valuation of common stock and stock based compensation. Related Parties The Company follows ASC 850, “Related Party Disclosures,” 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. 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 financial statements. |
Note 2. Going Concern
Note 2. Going Concern | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Note 2. Going Concern | Note 2. Going Concern These 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 financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30, 2021, 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. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3. Related Party Transactions During the period of December 2, 2020 (inception) through December 31, 2020, the Company’s sole director advanced the Company $ 100 100 |
Note payable and Advances
Note payable and Advances | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Note payable and Advances | Note 4. Note payable and Advances Advances During the period of December 2, 2020 (inception) through December 31, 2020, the Company received advances of $ 6,000 70,000 16,000 60,000 6,000 Note payable In June 2021, the Company entered into a Premium Finance Agreement related to various insurance policies. The policy premiums total $ 90,826 63,556 6.80 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Equity | Note 5. Equity The Company is currently authorized to issue up to 200,000,000 shares of common stock with a par value of $0.0001. In addition, the Company is authorized to issue 20,000,000 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. During the nine months ended September 30, 2021, the Company issued 7,525,000 752 During the nine months ended September 30, 2021, the Company issued 10,000,000 During the nine months ended September 30, 2021, the Company issued 24,375,000 2,438 3,653,813 During the nine months ended September 30, 2021, the Company sold 29.75 Units 595,000 Each Unit consists of 100,000 shares of the Company's common stock and 50,000 warrants Stock Warrants The following table summarizes the stock warrant activity for the nine months ended September 30, 2021: Schedule of stock warrant activity Number of Warrants Weighted Average Exercise Price Per Share Outstanding at December 31, 2020 – $ – Granted 1,487,500 2.00 Exercised – – Forfeited and expired – – Outstanding at September 30, 2021 1,487,500 $ 2.00 As of September 30, 2021, all outstanding warrants are exercisable and have a weighted average remaining term of 3.25 years. There was no Stock Options On August 1, 2021, the Company granted 3,750,000 0.10 732,508 During the nine months ended September 30, 2021, the Company recognized $ 40,695 691,813 9.84 187,500 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6. Commitments and Contingencies On January 5, 2021, the Company entered into an employment agreement with Mr. Stone Douglass pursuant to which Mr. Douglass agreed to serve as Chief Executive Officer commencing on January 1, 2021, for an initial term of three years. The term will be extended automatically for one year on January 1, 2024 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Douglass or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of January 1, 2024 or the last date to which the term is extended will be the end of the term). Mr. Douglass will receive a base annual salary of $180,000. During the nine months ended September 30, 2021, the Company recognized $ 135,000 70,000 During the nine months ended September 30, 2021, the Company assumed $ 379,850 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of 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 financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying financial statements involved the valuation of common stock and stock based compensation. |
Related Parties | Related Parties The Company follows ASC 850, “Related Party Disclosures,” |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rate. |
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 financial statements. |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2020 – $ – Granted 1,487,500 2.00 Exercised – – Forfeited and expired – – Outstanding at September 30, 2021 1,487,500 $ 2.00 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - GSP System [Member] | 2 Months Ended |
Mar. 09, 2021USD ($)shares | |
Offsetting Liabilities [Line Items] | |
Stock Issued During Period, Shares, Purchase of Assets | shares | 10,000,000 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ | $ 379,850 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Dec. 31, 2020 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||
Proceeds from Related Party Debt | $ 70,000 | |
Sole Director [Member] | ||
Related Party Transaction [Line Items] | ||
Proceeds from Related Party Debt | $ 100 | |
Due to Related Parties, Current | $ 100 | $ 100 |
Note payable and Advances (Deta
Note payable and Advances (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2021 | Jun. 30, 2021 | |
Repurchase Agreement Counterparty [Line Items] | |||
Proceeds from Related Party Debt | $ 70,000 | ||
Repayments of Related Party Debt | 16,000 | ||
Accounts Payable, Other, Current | $ 6,000 | 60,000 | |
[custom:PremiumFinanceAgreement-0] | $ 90,826 | ||
Debt Instrument, Face Amount | $ 63,556 | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.80% | ||
Stockholders [Member] | |||
Repurchase Agreement Counterparty [Line Items] | |||
Proceeds from Related Party Debt | 70,000 | ||
Repayments of Related Party Debt | $ 16,000 | ||
An Investor [Member] | |||
Repurchase Agreement Counterparty [Line Items] | |||
Proceeds from Related Party Debt | $ 6,000 |
Schedule of stock warrant activ
Schedule of stock warrant activity (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 2 |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Class of Warrant or Right, Outstanding | shares | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 1,487,500 |
Warrants exercised | shares | 0 |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisedWeightedAverageGrantDateFairValue] | $ / shares | $ 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | shares | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value | $ / shares | |
Class of Warrant or Right, Outstanding | shares | 1,487,500 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2 |
Equity (Details Narrative)
Equity (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |
Proceeds from Issuance or Sale of Equity | $ 598,190 |
Share-based Payment Arrangement, Noncash Expense | 3,695,508 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | 0 |
Equity Option [Member] | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |
Share-based Payment Arrangement, Noncash Expense | 40,695 |
Share-based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 691,813 |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 9 years 10 months 2 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 187,500 |
Private Investors [Member] | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |
Proceeds from Issuance or Sale of Equity | $ 595,000 |
[custom:NumberOfUnitsSold] | 29.75 Units |
[custom:UnitDescription] | Each Unit consists of 100,000 shares of the Company's common stock and 50,000 warrants |
Sale Of Stock [Member] | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |
Proceeds from Issuance or Sale of Equity | $ 2,438 |
Stock Issued During Period, Shares, New Issues | shares | 24,375,000 |
Share-based Payment Arrangement, Noncash Expense | $ 3,653,813 |
Fourth Wave [Member] | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |
Stock Issued During Period, Shares, Purchase of Assets | shares | 10,000,000 |
Founders [Member] | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |
Shares issued to founders, shares | shares | 7,525,000 |
Proceeds from Issuance or Sale of Equity | $ 752 |
An Officer And Employees [Member] | Equity Option [Member] | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 3,750,000 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0.10 |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGrossValue] | $ 732,508 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Compensation Expense, Excluding Cost of Good and Service Sold | $ 135,000 |
Accrued Salaries, Current | 70,000 |
[custom:LiabilitiesAssumed-0] | $ 379,850 |