Form 10-Q GeoSolar Technologies, For: Sep 30
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the quarterly period ended
For the transition period _____________to______________
Commission File Number
(Exact name of registrant as specified in its charter)
| 3585 | ||
| (State or other jurisdiction of incorporation) | (Primary Standard Industrial Classification Code Number) |
| (IRS Employer I.D. Number) | (Address, including zip code, of principal executive offices) |
(
(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 |
Securities registered pursuant to Section 12(g) of the Act:
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 ☐
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).
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”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check One):
| Large accelerated filer | ☐ | 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 November 12, 2025.
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, 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. FINANCIAL INFORMATION
| Item 1. | Financial Statements |
GeoSolar Technologies, Inc.
Consolidated Balance Sheets
(Unaudited, Not Reviewed)
| September 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Noncurrent assets: | ||||||||
| Deposit on software, related party | ||||||||
| Land | ||||||||
| Total noncurrent assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued compensation | ||||||||
| Accrued expenses | ||||||||
| Accrued expenses, related party | ||||||||
| Advances | ||||||||
| Advances, related party | ||||||||
| Note payable | ||||||||
| Senior convertible notes payable, related party | ||||||||
| Senior convertible notes payable | ||||||||
| Total current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments | ||||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Preferred stock, $ par value, shares authorized, shares issued and outstanding | ||||||||
| Common stock, $ par value, shares authorized, shares issued and outstanding, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders' deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders' deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 1 |
GeoSolar Technologies, Inc.
Consolidated Statements of Operations
For the three and nine months ended September 30, 2025 and 2024
(Unaudited, Not Reviewed)
| Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Total revenue | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| Total cost of revenue | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Other expenses: | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss per common share: | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 2 |
GeoSolar Technologies, Inc.
Consolidated Statements of Changes in Stockholders’ Deficit
For the nine months ended September 30, 2025 and 2024
(Unaudited, Not Reviewed)
| Common Stock | Additional | Accumulated | ||||||||||||||||||
| Shares | Amount | paid-in capital | Deficit | Total | ||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Stock based compensation | – | |||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||
| Stock based compensation | – | |||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||
| Stock based compensation | – | |||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Units issued for cash | ||||||||||||||||||||
| Stock based compensation | ||||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Stock based compensation | – | |||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Stock based compensation | – | |||||||||||||||||||
| Net loss | – | ( | ) | ( | ) | |||||||||||||||
| Balance, September 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 3 |
GeoSolar Technologies, Inc.
Consolidated Statements of Cash Flows
For the nine months ended September 30, 2025 and 2024
(Unaudited, Not Reviewed)
| September 30, 2025 | September 30, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss to cash used in operating activities: | ||||||||
| Stock based compensation | ||||||||
| Net change in: | ||||||||
| Prepaid expenses | ( | ) | ||||||
| Deposit on software, related party | ||||||||
| Accounts payable | ||||||||
| Accrued compensation | ||||||||
| Accrued expenses | ||||||||
| Accrued expenses, related party | ||||||||
| Deferred revenue | ||||||||
| CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from advances, related party | ||||||||
| Repayment of advances, related party | ( | ) | ||||||
| Repayment of advances | ( | ) | ||||||
| Repayment of note payable | ( | ) | ( | ) | ||||
| Proceeds from issuance of common stock and warrants | ||||||||
| CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES | ( | ) | ||||||
| NET CHANGE IN CASH | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Cash paid on interest expense | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| NON-CASH TRANSACTIONS | ||||||||
| Non-cash proceeds on convertible note, related party | $ | $ | ||||||
| Expenses paid on the Company's behalf | $ | $ | ||||||
| Non-cash increase in prepaid expenses | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| 4 |
GeoSolar Technologies, Inc.
Notes to the Consolidated Financial Statements
(Unaudited, Not Reviewed)
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 September 30, 2025, and the results of its operations for the three and nine months then ended. The consolidated balance sheet as of December 31, 2024 is derived from the December 31, 2024 unaudited 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 September 30, 2025, Sustainable Housing Development Corporation has not begun operations.
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.
| 5 |
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 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 by 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 nine months ended September 30, 2025 and 2024. During the nine months ended September 30, 2025, stock warrants, stock options and shares issuable upon the conversion of senior convertible notes were considered for their dilutive effects but were determined to be anti-dilutive due to the Company’s net loss. During the nine months ended September 30, 2024, of stock warrants, of stock options and shares issuable upon the conversion of senior convertible notes were considered for their dilutive effects but were determined to be anti-dilutive due to the Company’s net loss.
Revenue Recognition
Revenue and related costs on construction contracts are recognized as the performance obligations for work are satisfied upon transfer of control in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, engineering, procurement and construction (“EPC”) projects for residential and smaller commercial systems that require us to deliver functioning SmartGreen™ Home systems are generally completed within two to twelve months from commencement of construction. For residential contracts, the Company recognizes revenue upon completion of the job as determined by final inspection.
Deferred Revenue
Deferred revenue includes service and support contracts
and represents the undelivered performance obligation of agreements that are typically for one year or less. As of September 30, 2025
and December 31, 2024, the deferred revenue was $
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.
| 6 |
Segments Reporting
The Company manages its operations as a single segment for the purpose of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.
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.
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 September 30, 2025, 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.
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 $
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 $
| 7 |
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 $
Advances
During the nine months ended September 30, 2025, an
officer of Company’s paid $
Convertible notes
On March 31, 2022, the Company entered into a Media
Buying agreement with NarrativIQ, a division of CitadelX Technologies Inc., of which Mr. Chartock is a Partner. On December 27, 2023,
the Company converted $
On December 15, 2023, the Company entered into a development
agreement with CitadelX Technologies Inc. Per the agreement, CitadelX Technologies Inc. will develop an integrated business management
platform for the Company. The Company expects the initial release of the platform to be completed in 2025. In consideration for the platform,
the Company issued shares of the Company’s common stock, valued at $
During the three months ended March 31, 2025, the
Company incurred fees of $
| 8 |
On March 31, 2025, the Company converted marketing
fees and interest of $
As of September 30, 2025 and December 31, 2024, the
convertible notes, related party balance was $
Other
During the nine months ended September 30, 2025, the
Company incurred marketing fees from NarrativIQ and developments fees from CitadelX Technologies Inc. of $
Note 5. Advances, Notes Payable and Senior Convertible Notes
Advances
During the nine months ended September 30, 2025, Norbert
Klebl paid $
Note Payable
In June 2024, 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
$11,186 of the policy over a ten month period. The monthly payments under the agreement are due in ten installments of $1,178, at an annual
interest rate of 11.35%. As of September 30, 2025 and December 31, 2024, the note payable balance was $
Senior Convertible Notes
In February and March 2023, the Company issued two
senior convertible notes in the principal amount of $
On July 23, 2023, the Company issued a senior convertible
note in the principal amount of $
In fiscal year 2022, the Company issued senior convertible
notes in the principal amount of $
| 9 |
In June 2022, the Company issued a senior convertible
note in the principal amount of $
In November and December 2021, the Company issued
three senior convertible notes in the principal amount of $
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 these Notes remain 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 September 30, 2025 and December 31, 2024, the
balances on the senior convertible notes were $$
Note 6. Equity
The Company is currently authorized to issue up to shares of common stock with a par value of $. In addition, the Company is authorized to issue shares of preferred stock with a par value of $. The specific rights of the preferred stock, when so designated, shall be determined by the board of directors.
Stock Warrants
The following table summarizes the stock warrant activity for the nine months ended September 30, 2025:
| Number of Options | Weighted Average Exercise Price Per Share | |||||||
| Outstanding at December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited and expired | ||||||||
| Outstanding at September 30, 2025 | $ | |||||||
As of September 30, 2025, all outstanding warrants
are exercisable and have a weighted average remaining term of
| 10 |
Stock Options
The following table summarizes the stock option activity for the nine months ended September 30, 2025:
| Number of Options | Weighted Average Exercise Price Per Share | |||||||
| Outstanding at December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Forfeited and expired | ||||||||
| Outstanding at September 30, 2025 | $ | |||||||
During the nine months ended September 30, 2025, the Company recognized $ of expense related to outstanding stock options leaving $ of unrecognized expenses related to options. As of September 30, 2025, the outstanding stock options have a weighted average remaining term of years with aggregate intrinsic value.
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. Subsequent to June 30,
2024, the Company extended the agreement with Mr. Klebl to August 31, 2024. Subsequent to September 30, 2024, the Company extended the
agreement with Mr. Klebl to November 30, 2024. Subsequent to December 31, 2024, the Company extended the agreement with Mr. Klebl to June
30, 2025. 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 September 30, 2025 and December 31, 2024, Mr. Klebl is owed $
| 11 |
| 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 formerly 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 has 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 the GSP systems 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.
SmartGreen™ Home system
The SmartGreen™ Home system (“SGH system” formerly the GSP system) is based on combining solar power and other energy efficient technologies into one fully integrated system. The SGH system is designed to significantly reduce energy consumption and associated carbon emissions in residences and commercial buildings.
The SGH 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 estimate that the removal of an existing HVAC system and the installation of the SGH system will cost approximately $75,000 after tax credits and require approximately 20 days to complete.
It is believed the installation of the SGH system will result in a more valuable, cleaner and healthier home and is highly economic for the homeowner.
We believe the SGH system represents an important advancement in the way homes are cooled, heated and powered and that the market for the SGH system will be substantial.
As of September 30, 2025 we were in the development stage.
| 12 |
Results of Operations
Material changes in the line items in our Consolidated Statements of Operations for the nine months ended September 30, 2025, as compared to the same period last year, are discussed below:
| Item | Increase (I) or Decrease (D) |
Reason | ||
| General and Administrative Expenses | I | Increase due to costs for the development of the SmartGreen OS™ platform | ||
| Interest Expense | I | Increase in interest bearing debt |
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 | |
| · | Ability to find workers |
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 nine months ended September 30, 2025 and 2024 were:
| 2025 | 2024 | |||||||
| Cash provided by(used in) operations | 6,178 | (74,619 | ) | |||||
| Repayment of note payable | (3,435 | ) | (8,352 | ) | ||||
| Repayment of advances | (11,023 | ) | – | |||||
| Proceeds from advances, related party | – | 3,000 | ||||||
| Repayment of advances, related party | – | (3,200) | ||||||
| Proceeds from sale of common stock and warrants | – | 80,000 | ||||||
Other than as disclosed above, we do not anticipate any material capital requirements for the twelve months ending September 30, 2026.
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.
| 13 |
Contractual Obligations
As of September 30, 2025 we did not have any material capital commitments.
As of September 30, 2025, and since our inception in December 2020, we:
| · | generated only $109,473 in revenue; | |
|
· · |
had completed the installation of two complete SmartGreen™ Home clean energy systems; and had completed five SmartGreen™ Home retrofit projects; and | |
| · | had a firm backlog of $0. |
Off-Balance Sheet Arrangements
None.
Going Concern
The unaudited consolidated financial statements accompanying this 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 September 30, 2025, we had 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.
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 2 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 September 30, 2025. 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 September 30, 2025.
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 September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
| 14 |
PART II. OTHER INFORMATION
| Item 5. | Other Information |
None of our directors or officers
| Item 6. | Exhibits |
|
Exhibit Number |
Description | |
| 3.1* | Articles of Incorporation | |
| 3.2* | Bylaws of the Company | |
| 31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act | |
| 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). |
| 15 |
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: November 12, 2025 | GEOSOLAR TECHNOLOGIES, INC. |
| By: /s/ A. Stone Douglass | |
| A. Stone Douglass, Principal Executive, | |
| Financial and Accounting Officer |
| 16 |
ATTACHMENTS / EXHIBITS
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