Form 1-A Issuer Information UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 1-A
REGULATION A OFFERING STATEMENT
UNDER THE SECURITIES ACT OF 1933
OMB APPROVAL

FORM 1-A

OMB Number: 3235-0286


Estimated average burden hours per response: 608.0

1-A: Filer Information

Issuer CIK
0001838876
Issuer CCC
XXXXXXXX
DOS File Number
Offering File Number
Is this a LIVE or TEST Filing? LIVE TEST
Would you like a Return Copy?
Notify via Filing Website only?
Since Last Filing?

Submission Contact Information

Name
Phone
E-Mail Address

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter
GeoSolar Technologies, Inc.
Jurisdiction of Incorporation / Organization
COLORADO
Year of Incorporation
2020
CIK
0001838876
Primary Standard Industrial Classification Code
AIR-COND & WARM AIR HEATG EQUIP & COMM & INDL REFRIG EQUIP
I.R.S. Employer Identification Number
85-4106353
Total number of full-time employees
1
Total number of part-time employees
0

Contact Infomation

Address of Principal Executive Offices

Address 1
1400 16th Street, Ste 400
Address 2
City
DENVER
State/Country
COLORADO
Mailing Zip/ Postal Code
80202
Phone
720-932-8109

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name
William T. Hart, Esq.
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Industry Group (select one) Banking Insurance Other

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Balance Sheet Information

Cash and Cash Equivalents
$ 19362.00
Investment Securities
$ 0.00
Total Investments
$
Accounts and Notes Receivable
$ 960.00
Loans
$
Property, Plant and Equipment (PP&E):
$ 0.00
Property and Equipment
$
Total Assets
$ 321796.00
Accounts Payable and Accrued Liabilities
$ 656186.00
Policy Liabilities and Accruals
$
Deposits
$
Long Term Debt
$ 0.00
Total Liabilities
$ 866966.00
Total Stockholders' Equity
$ -545170.00
Total Liabilities and Equity
$ 321796.00

Statement of Comprehensive Income Information

Total Revenues
$ 0.00
Total Interest Income
$
Costs and Expenses Applicable to Revenues
$ 0.00
Total Interest Expenses
$
Depreciation and Amortization
$ 0.00
Net Income
$ -6694910.00
Earnings Per Share - Basic
$ -0.18
Earnings Per Share - Diluted
$ -0.18
Name of Auditor (if any)
MaloneBailey, LLP

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity
Common Stock
Common Equity Units Outstanding
59850000
Common Equity CUSIP (if any):
000000000
Common Equity Units Name of Trading Center or Quotation Medium (if any)
N/A

Preferred Equity

Preferred Equity Name of Class (if any)
None
Preferred Equity Units Outstanding
0
Preferred Equity CUSIP (if any)
000000000
Preferred Equity Name of Trading Center or Quotation Medium (if any)
N/A

Debt Securities

Debt Securities Name of Class (if any)
Convertible Notes
Debt Securities Units Outstanding
445000
Debt Securities CUSIP (if any):
000000000
Debt Securities Name of Trading Center or Quotation Medium (if any)
N/A

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering Tier1 Tier2
Check the appropriate box to indicate whether the financial statements have been audited Unaudited Audited
Types of Securities Offered in this Offering Statement (select all that apply)
Equity (common or preferred stock)
Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)? Yes No
Does the issuer intend this offering to last more than one year? Yes No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)? Yes No
Will the issuer be conducting a best efforts offering? Yes No
Has the issuer used solicitation of interest communications in connection with the proposed offering? Yes No
Does the proposed offering involve the resale of securities by affiliates of the issuer? Yes No
Number of securities offered
10000000
Number of securities of that class outstanding
59850000

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security
$ 1.0000
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer
$ 10000000.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders
$ 0.00
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement
$ 0.00
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement
$ 0.00
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)
$ 10000000.00

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider
Underwriters - Fees
$
Sales Commissions - Name of Service Provider
Sales Commissions - Fee
$
Finders' Fees - Name of Service Provider
Finders' Fees - Fees
$
Audit - Name of Service Provider
MaloneBailey, LLP
Audit - Fees
$ 12000.00
Legal - Name of Service Provider
Hart & Hart, LLC
Legal - Fees
$ 35000.00
Promoters - Name of Service Provider
Promoters - Fees
$
Blue Sky Compliance - Name of Service Provider
Various States
Blue Sky Compliance - Fees
$ 13000.00
CRD Number of any broker or dealer listed:
Estimated net proceeds to the issuer
$ 9940000.00
Clarification of responses (if necessary)

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
DISTRICT OF COLUMBIA

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None
Same as the jurisdictions in which the issuer intends to offer the securities
Selected States and Jurisdictions

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
GeoSolar Technologies, Inc.
(b)(1) Title of securities issued
Common Stock/Convertible Notes
(2) Total Amount of such securities issued
59850000
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
1055980
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Act

(e) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption
Exempt from registration under Regulation A Section 230.251, or Section 4(a)(2) of the Securities Act, as Amended, and the Rules promulgated thereunder.

Preliminary Offering Circular dated ______, 2022

 

An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the Offering Statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the Offering Statement in which such Final Offering Circular was filed may be obtained.

 

GeoSolar Technologies, Inc.

$10,000,000

10,000,000 SHARES OF COMMON STOCK

$1.00 PER SHARE

Minimum Investment 300 Shares ($300)

 

This is the public offering of securities of GeoSolar Technologies, Inc., a Colorado Corporation. We are offering up to 10,000,000 shares of our Common Stock ("Common Stock"), at an offering price of $1.00 per share (the "Offered Shares"). This Offering will terminate twelve months from the day the Offering is qualified, subject to extension for up to thirty (30) days or the date on which the maximum offering amount is sold (such earlier date, the "Termination Date"). The minimum purchase requirement per investor is 300 Offered Shares ($300); however, we can waive the minimum purchase requirement on a case-by-case basis in our sole discretion.

 

These securities are speculative securities. Investment in the Company’s stock involves significant risks. You should purchase these securities only if you can afford a complete loss of your investment. See the “Risk Factors” section on page 5 of this Offering Circular.

 

The proceeds of this offering will be placed into an escrow account. The Company will engage Prime Trust, LLC as escrow agent (“Escrow Agent”) to hold any funds that are tendered by investors. We will offer our Common Stock on a best efforts’ basis. As there is no minimum offering, upon the approval of any subscription to the offered shares, the Company shall immediately accept escrowed funds and deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the “Use of Proceeds” section of this Offering Circular.

 

 

 

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Subscriptions are irrevocable and the purchase price is non-refundable. All proceeds received by the Company from subscribers for the Offered Shares will be available for use by the Company upon acceptance of subscriptions by the Company.

 

Sale of these shares will commence within two calendar days of the qualification date and it will be a continuous Offering pursuant to Rule 251(d)(3)(i)(F) of the Securities and Exchange Commission.

 

This Offering will be conducted on a “best-efforts” basis, which means our Officers will use their commercially reasonable best efforts in an attempt to offer and sell the Offered Shares. Our Officers will not receive any commission or any other remuneration for these sales. In offering the securities on our behalf, the Officers will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.

 

This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the laws of any such state.

 

The Company is using the S-1 (Part I) format in its disclosures in this Offering Circular.

  

    Per
Share
   

Total

Maximum (2)

 
Public Offering Price   $ 1.00     $ 10,000,000  
Underwriting Discounts and Commissions (1)   $ -     $ -  
Proceeds to Company   $ 1.00     $ 10,000,000  

 

(1)    We are offering these securities without an underwriter.
   
(2)

Excludes estimated total offering expenses which will be approximately $60,000 assuming the maximum offering is sold.

 

Our Board of Directors used its business judgment in setting a value of $1.00 per share to the Company as consideration for the stock to be issued under the Offering. The sales price per share bears no relationship to our book value or any other measure of our current value or worth.

 

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

 

The Company is a Colorado based research driven climate solutions company focused on developing specialized technologies to reduce carbon emissions and global temperatures by decarbonizing and electrifying homes.

 

The Company's mission is to address the problem of decarbonization, electrification and purification of homes-and at a price that makes economic sense.

 

The Company has long been aware that fossil fuel powered homes are damaging to the environment and to the health of the residents. The Company is part of the answer to correcting that damage.

 

 

 

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TABLE OF CONTENTS

 

 

Page

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS 1
SUMMARY 2
THE OFFERING 4
RISK FACTORS 5
USE OF PROCEEDS 9
DILUTION 10
PLAN OF DISTRIBUTION 11
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 15
BUSINESS 18
MANAGEMENT 26
PRINCIPAL SHAREHOLDERS 33
DESCRIPTION OF SECURITIES 34
SHARES ELIGIBLE FOR FUTURE SALE 35
LEGAL MATTERS 35
EXPERTS 35
INDEMNIFICATION 36
WHERE YOU CAN FIND MORE INFORMATION 36
INDEX TO FINANCIAL STATEMENTS F-1

 

 

 

 iii 

 

 

We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with any information other than the information contained in this Offering Circular. The information contained in this Offering Circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our securities. Neither the delivery of this Offering Circular nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this Offering Circular. This Offering Circular will be updated and made available for delivery to the extent required by the federal securities laws.

 

In this Offering Circular, unless the context indicates otherwise, references to “GeoSolar Technologies, Inc.,” “we,” the “Company,” “our” and “us” refer to the business and operations of GeoSolar Technologies, Inc.

 

This Offering Circular is part of an Offering Statement that we filed with the SEC, using a continuous offering process. Periodically, as we have material developments, we will provide an Offering Circular supplement that may add, update or change information contained in this Offering Circular. Any statement that we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering Circular supplement. The Offering Statement we filed with the SEC includes exhibits that provide more detailed descriptions of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with the SEC and any Offering Circular supplement, together with additional information contained in our annual reports, semi-annual reports and other reports and information statements that we will file periodically with the SEC. See the section of this Offering Circular entitled “Where You Can Find More Information” for more details.

 

STATE LAW EXEMPTION AND PURCHASE RESTRICTIONS

 

Our Common Stock is being offered and sold only to “qualified purchasers” (as defined in Regulation A). As a Tier 2 offering pursuant to Regulation A, this offering will be exempt from state law “Blue Sky” review, subject to meeting certain state filing requirements and complying with certain anti-fraud provisions, to the extent that our Common Stock offered hereby is offered and sold only to “qualified purchasers” or at a time when our Common Stock is listed on a national securities exchange. “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D under the Securities Act (“Regulation D”) and (ii) all other investors so long as their investment in our Common Stock does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.

 

To determine whether a potential investor is an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who has:

 

  1. an individual net worth, or joint net worth with the person’s spouse, that exceeds $1,000,000 at the time of the purchase, excluding the value of the primary residence of such person; or

 

  2. earned income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year.

 

If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details.

 

For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles.

 

 

 

 iv 

 


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Some of the statements under “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology.

 

You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

 

The speculative nature of our business;

 

Concerns about our ability to continue as a “going concern;”

 

Our ability to effectively execute our business plan;

 

Our ability to manage our expansion, growth and operating expenses;

 

Our ability to finance our businesses;

 

Our ability to promote our businesses;

 

Our ability to compete and succeed in highly competitive and evolving businesses;

 

Our ability to respond and adapt to changes in technology and customer behavior; and

 

Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to amend this Offering Circular or otherwise make public statements updating our forward-looking statements.

 

 

 

 1 

 


SUMMARY

 

This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our Common Stock. You should carefully read the entire Offering Circular, including the risks associated with an investment in the company discussed in the “Risk Factors” section of this Offering Circular, before making an investment decision. Some of the statements in this Offering Circular are forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

 

Company Overview

 

We were incorporated in Colorado on December 2, 2020. We are a research driven climate solutions company focused on developing specialized technologies to reduce carbon emissions and global temperatures, through the decarbonizing and electrifying of homes. We plan to install natural energy systems, referred to as the GeoSolar Plus System (the “GSP system”) in newly built and existing residences as well as green new apartments and commercial buildings. The GSP System is based on combining solar power, geothermal ground sourced energy and other clean energy technologies into one fully integrated system.

 

Our business strategy is to form strategic dealership/licensing agreements with local solar power and plumbing companies making them our installation partners for the sale and installation of the GSP system. Our GSP system is designed to significantly reduce energy consumption and associated carbon emissions and improve the atmospheric and indoor air quality in residences.

 

Through our strategic dealership/licensing agreements we plan to grant all homeowners that purchase a GSP system a 25-year warranty and 100% financing through our anticipated licensees, of which we currently do not have any and we cannot guarantee that we will find any licensees that will be adequate for our business plans.

 

The Company through research and testing has developed, successfully evaluated, and is preparing to launch its first commercial product, a patent pending new system called GeoSolar Plus for powering homes that creates all the energy a homeowner uses with no carbon emissions or utility bills.

 

On March 9, 2021, Fourth Wave Energy, Inc., sold the GSP system to us for up to 10,000,000 shares of our common stock. We also assumed all liabilities (approximately $380,000) associated with seven consulting agreements previously signed by Fourth Wave. Although these consulting agreements have since expired, we still owe $380,000 to the former consultants.

 

Fourth Wave will distribute (“Spin-Off”) these 10,000,000 shares to its shareholders on the basis of 0.209599 of a share of our common stock for each share held by a Fourth Wave shareholder. The record date and the distribution date for issuing the shares were December 7, 2021, and December 14, 2021, respectively.

 

During the year ended December 31, 2021, we sold 41,900,000 shares of our common stock to 70 private investors for $0.0001 per share.

 

During the year ended December 31, 2021, we sold 29.75 Units at a price of $20,000 per Unit to approximately 19 private investors. Each Unit consisted of 100,000 shares of our common stock and 50,000 warrants. Each warrant allows the holder to purchase one share of our common stock at a price of $2.00 per share at any time on or before December 31, 2024.

   

Between January 1, 2022, and March 31, 2022, we sold 2,975,000 shares of our common stock to 51 private investors for $0.0001 per share.

 

In January 2022 we sold 2,000,000 shares of our common stock to Manhattan Street Capital for $0.0001 per share.

 

 

 

 2 

 

 

As of the date of this Offering Circular we had installed one GSP system and had contracts, which will provide us with gross revenue of approximately $200,000, for the installation of other GSP systems. The one GSP system we installed was to test the system in a "live" environment and the amount we received for installing the system was credited to research and development expenses.

 

Our principal executive offices are located at 1400 16th Street, Ste 400, Denver, CO 80202. Our offices are leased under a renewable month to month lease at a cost of approximately $500 per month. Our telephone number is 720-932-8109, our website address is www.geosolarplus.org and our email address is Stone@GeoSolarPlus.org.

 

We do not incorporate the information on or accessible through our websites into this Offering Circular, and you should not consider any information on, or that can be accessed through, our websites a part of this Offering Circular.

 Diagram

Description automatically generated

 

Trading Market

 

Our Common Stock does not currently have a public market.

 

 

 

 3 

 

 

THE OFFERING

 

Securities offered:   A maximum of 10,000,000 shares of common stock.
     
Number of shares of Common Stock outstanding before the offering   59,850,000 shares
     
Number of shares of Common Stock to be outstanding after the offering   69,850,000 shares, if all Offered Shares are sold.
     
Price per share:   $1.00
     
Maximum offering amount:   10,000,000 shares at $1.00 per share, or $10,000,000.
     
Use of proceeds:   If we sell all of the shares being offered, our net proceeds (after our estimated offering expenses) will be $9,940,000. We will use these net proceeds for working capital and other general corporate purposes.
     
Risk factors:   Investing in our Common Stock involves a high degree of risk, including:
     
    Immediate and substantial dilution and
     
    No market for our stock.
     
    See “Risk Factors.”

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 4 

 

 

RISK FACTORS

 

The price of our common stock may be materially affected by a number of risk factors, including those summarized below:

 

The Company has only a limited operating history with respect to its new business and may never be profitable.

 

Since the Company only recently began its new business, it is difficult for potential investors to evaluate the Company’s future prospectus. The Company will need to raise enough capital to be able to fund its operations. There can be no assurance that the Company will be profitable or that the Company's securities will have any value.

 

Any forecasts the Company makes concerning its operations may prove to be inaccurate. The Company’s prospects must be considered in light of the risks, expenses, and difficulties frequently encountered by companies in the early stage of development.

 

As of the date of this prospectus the Company had installed one GSP system. The one GSP system we installed was to test the system in a "live" environment and the amount we received for installing the system was credited to research and development expenses. There can be no assurance that the Company will generate any material revenue from the sale of the Company's GSP systems.

 

We have a history of losses and have not generated revenue.

 

During the period ended December 31, 2020, we had a net loss of $5,000. During the year months ended December 31, 2021, we had a net loss of $6,694,910. Since our inception (December 2, 2020) through December 31, 2021, we have not generated revenue. There can be no assurance that we will ever be profitable.

 

The Company needs capital to implement its business plan.

 

The Company needs capital in order to operate. There is no minimum amount which is required to be raised in this offering. If only a small number of shares are sold in this offering, the amount received from the sale of these shares will provide little benefit to the Company. As a result, the Company may need to raise the capital it needs in future offerings of its securities. The Company does not know what the terms of any future capital raising may be, but any future sale of the Company’s equity securities will dilute the ownership of existing stockholders and could be at prices substantially below the market price of the Company's common stock, should be a public market ever develop for the Company's common stock. The failure of the Company to obtain the capital which it requires may result in the slower implementation of the Company’s business plan.

 

Expiration of Tax Credits

 

The sale of solar and geothermal energy system has benefitted from federal investment tax credits which lowers the effective cost of these systems to homeowners. However, these tax credits are set to expire in 2024. Although there is hope that these tax credits will be extended, there can be no assurance that they will be extended in which case the net cost of the GSP system to the homeowner will increase significantly.

 

 

 

 5 

 

 

Our business and results of operations are dependent on the availability, skill and performance of subcontractors.

 

We will use subcontractors to install our GSP systems. Accordingly, the timing and quality of our installations will depend on the availability and skill of our subcontractors. While we anticipate being able to obtain sufficient materials and reliable subcontractors, we do not have any contractual commitments with any subcontractors, and we can provide no assurance that skilled subcontractors will be available at reasonable rates. The inability to contract with skilled subcontractors at reasonable rates on a timely basis could have a material adverse effect on our business.

 

We may discover that our subcontractors have engaged in improper construction practices or have installed defective materials. When we discover these issues, we will use other subcontractors to make repairs as required by law. The costs of repairs in these instances may be significant and we may be unable to recover the costs of repairs from subcontractors, suppliers and insurers, which could have a material impact on our business. We may also suffer damage to our reputation from the actions of subcontractors, which are beyond our control.

 

The clean energy industry is highly competitive and if our competitors are more successful or offer better value to our customers, our business could decline.

 

We will operate in a very competitive environment. Additionally, there are relatively low barriers to entry into our business. We will compete with large national and regional companies, almost all of which have greater financial and operational resources than we have, and with smaller local companies. We may be at a competitive disadvantage with regard to certain large national and regional competitors whose operations are more geographically diversified than ours, as these competitors may be better able to withstand any regional economic downturn. All of our competitors have longer operating histories and longstanding relationships with subcontractors and suppliers. This may give our competitors an advantage in marketing their products and securing materials and labor at lower prices.

 

If we are unable to compete effectively, our results of operations and financial condition will be adversely affected. We can provide no assurance that we will be able to compete successfully.

 

We will be subject to warranty and liability claims arising in the ordinary course of business that can be significant.

 

We will be subject to construction defect, product liability and home and other warranty claims, including moisture intrusion and related claims, arising in the ordinary course of business. These claims are common to the construction industry and can be costly. There can be no assurance that the installation of our GSP systems will be free from defects once completed and any defects attributable to us may lead to significant contractual or other liabilities. We will maintain, and require our subcontractors to maintain, general liability insurance (including construction defect and bodily injury coverage) and workers’ compensation insurance and generally seek to require our subcontractors to indemnify us for liabilities arising from their work. While these insurance policies, subject to deductibles and other coverage limits, and indemnities protect us against a portion of our risk of loss from claims related to our activities, we cannot provide assurance that these insurance policies and indemnities will be adequate to address all our warranty, product liability and construction defect claims in the future, or that any potential inadequacies will not have an adverse effect on our business. Additionally, the coverage offered by and the availability of general liability insurance for construction defects are currently limited and costly. We cannot provide assurance that coverage will not be further restricted, increasing our risks and financial exposure to claims, and/or become costlier.

 

Potential competitors could duplicate our business model.

 

There is no aspect of our business which is protected by patents, copyrights, trademarks, or trade names at this time. As a result, potential competitors could duplicate our business model with little effort. Although we plan to file for federal patent protection on the GSP system, there are no assurances the patents will be issued.

 

 

 

 6 

 

 

We may not be able to effectively manage our growth, which would impair our results of operations.

 

The Company intends to expand the scope of its operating activities significantly. If the Company is successful in executing its business plan, it will experience business growth that could place a significant strain on operations, finances, management, and other resources.

 

The ability to effectively manage growth may require the Company to substantially expand the capabilities of administrative and operational resources and to attract, train, manage, and retain qualified management and other personnel. There can be no assurance that the Company will be successful in recruiting and retaining new employees or retaining existing employees.

 

The Company cannot provide assurances that management will be able to manage this growth effectively. The failure to successfully manage growth could materially adversely affect its business, financial condition or results of operations.

 

The Company is dependent on its management and the loss of any of its officers could harm the Company’s business.

 

The Company’s future success depends largely upon the experience, skill, and contacts of the Company’s officers. The loss of the services of these officers may have a material adverse effect upon the Company’s business.

 

We may face business disruption and related risks from the recent pandemic of the novel coronavirus 2019 (COVID-19) which could have a material adverse effect on our business.

 

Our business could be disrupted and materially adversely affected by the recent outbreak of COVID-19. As a result of measures imposed by the governments in affected regions, businesses and schools have been suspended due to quarantines intended to contain this outbreak. The spread of SARS CoV-2 from China to other countries has resulted in the Director General of the World Health Organization declaring COVID-19 a pandemic on March 11, 2020.  International stock markets reflect the uncertainty associated with the slow-down in the economy. The reduced levels of international travel experienced since the beginning of January and the significant declines in the Dow Industrial Average were largely attributed to the effects of COVID-19. We are still assessing the impact COVID-19 may have on our business, but there can be no assurance that this analysis will enable us to avoid part or all of any impact from the spread of COVID-019 or its consequences, including downturns in business sentiment generally or in our sector in particular.  The extent to which the COVID-19 pandemic and global efforts to contain its spread will impact our operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic.

 

We may become subject to litigation, which could materially and adversely affect us.

 

In the future, we may become subject to litigation or enforcement actions, including claims relating to our operations, securities offerings and otherwise in the ordinary course of business. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which are not, or cannot be, insured against. We cannot be certain of the ultimate outcomes of any claims that may arise in the future. Resolution of these types of matters against us may result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments and settlements exceed insured levels, could adversely impact our earnings and cash flows. Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, expose us to increased risks that would be uninsured, and materially and adversely impact our ability to attract directors and officers.

 

As of the date of this Offering Circular there was no public market for our common stock.

 

As a result, you may be unable to sell your shares of our common stock.

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 7 

 

 

Disclosure requirements pertaining to penny stocks may reduce the level of trading activity for our common stock if and when it is publicly-traded.

 

Trades of the Company’s common stock, should a market ever develop, may be subject to Rule 15g-9 of the Securities and Exchange Commission, which rule imposes certain requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, brokers/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the transaction prior to sale. The Securities and Exchange Commission also has rules that regulate broker/dealer practices in connection with transactions in "penny stocks". Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker/ dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the Commission that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation.

 

You may have difficulty depositing your shares with a broker or selling shares of our common stock which you acquire in this offering.

 

Many securities brokers will not accept securities for deposits and will not sell securities which:

 

·are considered penny stocks or

 

·trade in the over-the-counter market

 

Further, for a securities broker which will, under certain circumstances, sell securities which fall under any or all of the categories listed above, the customer, before the securities broker will accept the shares for deposit, must often complete a questionnaire detailing how the customer acquired the shares, provide the securities broker with an opinion of an attorney concerning the ability of the shares to be sold in the public market, and pay a “legal review” fee which in some cases can exceed $1,000.

 

For these reasons, investors in this offering may have difficulty selling shares of our common stock.

 

We are an Emerging Growth Company, subject to less stringent reporting and regulatory requirements of other publicly held companies and this status may have an adverse effect on our ability to attract interest in our common stock.

 

We are an Emerging Growth Company as defined in the JOBS Act. As long as we remain an Emerging Growth Company, we may take advantage of certain exemptions from various reporting and regulatory requirements that are applicable to other public companies that are not emerging growth companies. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile.

 

 

 

 8 

 

 

USE OF PROCEEDS

 

If we sell all of the shares being offered, our net proceeds (after our estimated offering expenses of $60,000) will be $9,940,000.

 

We will use these net proceeds for the following:

 

Shares Offered (% Sold) 10,000,000 Shares Sold (100%) 7,500,000 Shares Sold (75%) 5,000,000 Shares Sold (50%) 2,500,000 Shares Sold (25%)
Gross Offering Proceeds $10,000,000 $7,500,000 $5,000,000 $2,500,000
Approximate Offering Expenses        
Misc. Expenses 5,000 5,000 5,000 5,000
Legal and Accounting 55,000 55,000 55,000 55,000
Total Offering Expenses 60,000 60,000 60,000 60,000
Total Net Offering Proceeds 9,940,000 7,440,000 4,940,000 2,440,000
Principal Uses of Net Proceeds        
Compensation to Employees/ Officers and Independent Contractor Compensation 700,000 600,000 500,000 500,000
Working Capital 7,990,000 5,790,000 3,590,000 1,240,000
Legal & Accounting 100,000 100,000 100,000 100,000
Consulting Fees 290,000 290,000 290,000 290,000
Research and Development 300,000 200,000 100,000 50,000
General and Administrative Expenses 500,000 400,000 300,000 200,000
Corporate Debt Reduction 60,000 60,000 60,000 60,000
Total Principal Uses of Net Proceeds 9,940,000 7,440,000 4,940,000 2,440,000

 

The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors. Any line item amounts not expended completely shall be held in reserve as working capital and subject to reallocation to other line-item expenditures as required for ongoing operations.

 

As indicated in the table above, if we sell only 75%, 50%, or 25% of the shares offered for sale in this offering, we would expect to use the resulting net proceeds for the same purposes as we would use the net proceeds from a sale of 100% of the shares, and in approximately the same proportions, until such time as such use of proceeds would leave us without a working capital reserve. At that point we would expect to modify our use of proceeds by limiting our expansion.

 

The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors. The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

 

In the event we do not sell all of the shares being offered, we may seek additional financing from other sources in order to support the intended use of proceeds indicated above. If we secure additional equity funding, investors in this offering would be diluted. In all events, there can be no assurance that additional financing would be available to us when wanted or needed and, if available, on terms acceptable to us.

 

 

 

 9 

 

 

DILUTION

 

If you purchase shares in this offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the public offering price and the net tangible book value per share of our Common Stock after this offering.

 

Our negative net tangible book value per share as of December 31, 2021, was $545,170. Negative net tangible book value per share equals the amount of our total tangible assets less total liabilities, divided by the total number of shares of our common stock outstanding, all as of the date specified.

 

The following table illustrates the per share dilution to new investors, assuming the sale of, respectively, of 100%, 75%, 50% and 25% of the Offered Shares (after deducting estimated offering expenses of $60,000):

 

Percentage of shares offered that are sold   100%    75%    50%    25% 
Public offering price  $1.00   $1.00   $1.00   $1.00 

Net tangible book value per share as of December 31, 2021 (1)

  $(0.01)  $(0.01)  $(0.01)  $(0.01)
Net tangible book value per share after this offering  $0.13   $0.10   $0.07   $0.03 
Increase in net tangible book value per share attributable to new investors in this offering  $0.14   $0.11   $0.08   $0.04 
Dilution per share to new investors  $0.86   $0.90   $0.93   $0.97 

 

(1) Based on negative net tangible book value as of December 31, 2021 of $545,170 and 59,850,000 outstanding shares of common stock as of March 31, 2022.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 10 

 

 

PLAN OF DISTRIBUTION

 

Incentives

 

The Company intends to offer marketing incentives to encourage potential investors to invest. These incentives may include offering a 10% discount on the current price per share of the Offering if a minimum of $500,000 is invested. Details on the Company’s current incentives can be found on the Company’s offering page found at www.manhattanstreetcapital.com/GeoSolar

 

TAX CONSEQUENCES FOR RECIPIENT (INCLUDING FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX CONSEQUENCES) WITH RESPECT TO AN INVESTMENT IN THE COMPANY’S COMMON STOCK ARE THE SOLE RESPONSIBILITY OF THE INVESTOR. INVESTORS MUST CONSULT WITH THEIR OWN PERSONAL ACCOUNTANT(S) AND/OR TAX ADVISOR(S) REGARDING THESE MATTERS.

 

Pricing of the Offering

 

As of the date of this Offering Circular there was no public market for our common stock. The public offering price was determined by the Company. The principal factors considered in determining the public offering price include:

 

-the information set forth in this Offering Circular and otherwise available;
-our history and prospects and the history of and prospects for the industry in which we compete;
-our past and present financial performance;
-our prospects for future earnings and the present state of our development;
-the general condition of the securities markets at the time of this Offering;
-the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and
 -other factors deemed relevant by us.

 

Offering Period, Extension and Expiration Date

 

This Offering will start on or after the Qualification Date and can be extended by a resolution of the Board of Directors for up to 30 days, or on the Termination Date.

 

The Online Platform

 

The Company will pay FundAthena, Inc., d/b/a Manhattan Street Capital (“Manhattan Street Capital” or “MSC” as applicable) for its services in hosting the offering of the shares on its online platform.

 

 

 

 11 

 

 

The Company will pay MSC the following for its services:

 

·A technology and administration fee of $25 per investor, in cash, paid by the company when each investor
 ·deposits funds into the escrow account;
·Anti-Money Laundering ("AML") verification fees between $2 and $6 per investor. AML fees will be dependent on the location of the investor;
·A listing fee of $2,500 per month;
·A project management fee of $45,000;
·$75,000 no later than January 31, 2023;
·Any applicable fees for fund transfers (ACH $2, check $5, debit card fees of $0.35 + 3% as charged by debit card processor, wire $15 or $35 for international fund transfers).

 

The company intends to pay the cash fees from the proceeds of the offering. All fees are due to MSC regardless of whether investors are rejected after AML verification or the success of the offering.

 

Manhattan Street Capital does not directly solicit or communicate with investors with respect to offerings posted on its site, although it does advertise the existence of offerings on its platform, which may include identifying issuers listed on the platform. Our Offering Circular will be furnished to prospective investors in this offering via download 24 hours a day, 7 days a week on the www.manhattanstreetcapital.com website.

 

How to Subscribe

 

You will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation by the investor to the effect that, if you are not an “accredited investor” as defined under securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth (excluding your principal residence).

 

If you decide to subscribe for the Common Stock in this offering, you should complete the following steps:

 

1.Go to www.manhattanstreetcapital.com/GeoSolarTechnologies, click on the "Invest Now" button;
2.Complete the online investment form;
3.Deliver funds directly by check, wire, debit card, or electronic funds transfer via ACH to the specified account;
4.Once funds or documentation are received an automated AML verification will be performed to verify the identity and status of the investor;
5.Once AML is verified, investor will electronically receive, review, execute and deliver to us a Subscription Agreement.

 

Any potential investor will have ample time to review the Subscription Agreement, along with their counsel, prior to making any final investment decision. In the interest of allowing interested investors as much time as possible to complete the paperwork associated with a subscription, the Company has not set a maximum period of time to decide whether to accept or reject a subscription.

 

If a subscription is rejected, all funds will be returned to subscribers within thirty days of such rejection without deduction or interest.  Upon acceptance by us of a subscription, a confirmation of such acceptance will be sent to the subscriber.

 

 

 

 12 

 

 

The Company has agreed to pay Prime Trust   as the Escrow Agent.

 

  · $400 for escrow account set-up fee,
  · $25 per month escrow account fee for so long as the Offering is being conducted,
  · a cash management fee of 0.5% of funds processed (up to a maximum of $10,000)

 

 If the subscription agreement is not complete or there is other missing or incomplete information, the funds will not be released until the investor provides all required information. In the case of a debit card payment, provided the payment is approved, Escrow Agent will have up to three days to ensure all the documentation is complete. Escrow Agent will generally review all subscription agreements on the same day, but not later than the day after the submission of the subscription agreement.

 

All funds tendered (by check, wire, debit card, or electronic funds transfer via ACH to the specified account or deliver evidence of cancellation of debt) by investors will be deposited into an escrow account at the Escrow Agent for the benefit of the company. All funds received by wire transfer will be made available immediately while funds transferred by ACH will be restricted for a minimum of three days to clear the banking system prior to deposit into an account at the Escrow Agent.

 

The Company maintains the right to accept or reject subscriptions in whole or in part, for any reason or for no reason, including, but not limited to, in the event that an investor fails to provide all necessary information, even after further requests from the Company, and in the event the company receives oversubscriptions in excess of the maximum offering amount.

  

Escrow Agent has not investigated the desirability or advisability of investment in the shares nor approved, endorsed or passed upon the merits of purchasing the Shares. Escrow Agent is not participating as an underwriter and under no circumstance will it solicit any investment in the company, recommend the company’s securities or provide investment advice to any prospective investor, or make any securities recommendations to investors. Escrow Agent is not distributing any offering circulars or making any oral representations concerning this Offering Circular or this offering. Based upon Escrow Agent’s anticipated limited role in this offering, it has not and will not conduct extensive due diligence of this offering and no investor should rely on the involvement of Escrow Agent in this offering as any basis for a belief that it has done extensive due diligence. Escrow Agent does not expressly or impliedly affirm the completeness or accuracy of the Offering Statement and/or Offering Circular presented to investors by the company. All inquiries regarding this offering should be made directly to the company.

 

Upon confirmation that an investor’s funds have cleared, the company will instruct the Transfer Agent to issue shares to the investor. The Transfer Agent will notify an investor when shares are ready to be issued and the Transfer Agent has set up an account for the investor.

 

Other Selling Restrictions

 

Other than in the United States, no action has been taken by us that would permit a public offering of our Common Stock in any jurisdiction where action for that purpose is required. Our Common Stock may not be offered or sold, directly or indirectly, nor may this Offering Circular or any other offering material or advertisements in connection with the offer and sale of shares of our Common Stock be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this Offering Circular comes are advised to inform themselves about and to observe any restrictions relating to this offering and the distribution of this Offering Circular. This Offering Circular does not constitute an offer to sell or a solicitation of an offer to buy our Common Stock in any jurisdiction in which such an offer or solicitation would be unlawful.

 

 

 

 13 

 

 

Investment Limitations

 

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

 

Because this is a Tier 2, Regulation A Offering, most investors must comply with the 10% limitation on investment in the Offering. The only investor in this Offering exempt from this limitation is an “accredited investor” as defined under Rule 501 of Regulation D under the Securities Act (an “Accredited Investor”). If you meet one of the following tests you should qualify as an Accredited Investor:

 

(i) You are a natural person who has had individual income in excess of $200,000 in each of the two most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year;
   
(ii) You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase Offered Shares (please see below on how to calculate your net worth);
   
(iii) You are an executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer;
   
(iv) You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the Offered Shares, with total assets in excess of $5,000,000;
   
(v) You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”), or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940;
   
(vi) You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor;

 

(vii) You are a trust with total assets in excess of $5,000,000, your purchase of Offered Shares is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Offered Shares; or

 

 

 

 

 

 

 

 

 

 14 

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and the notes thereto appearing elsewhere in this Offering Circular. This discussion contains forward-looking statements reflecting our current expectations, whose actual outcomes involve risks and uncertainties. Actual results and the timing of events may differ materially from those stated in or implied by these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors,” “Cautionary Statement regarding Forward-Looking Statements” and elsewhere in this Offering Circular. Please see the notes to our Financial Statements for information about our Critical Accounting Policies and Recently Issued Accounting Pronouncements.

 

We were incorporated in Colorado on December 2, 2020. Since our inception and through the date of this Offering Circular, we had only limited operations.

 

During the year ended December 31, 2021, we sold 41,900,000 shares of our common stock to a group of private investors for $0.0001 per share.

 

During the year ended December 31, 2021, we sold 29.75 Units at a price of $20,000 per Unit to a group of private investors. Each Unit consists of 100,000 shares of our common stock and 50,000 warrants. Each warrant allows the holder to purchase one share of our common stock at a price of $2.00 per share at any time on or before December 31, 2024.

 

Between January 1, 2022 and March 31, 2022, we sold 2,975,000 shares of our common stock to a group of private investors for $0.0001 per share.

 

In January 2022 we sold 2,000,000 shares of our common stock to Manhattan Street Capital for $0.0001 per share.

 

Between January 1, 2022 and March 31, 2022, we sold convertible notes in the principal amount on $265,000. The notes are convertible into shares of our common stock at a conversion price of $0.20 per share. We used the proceeds from the sale of these securities to pay the costs of installing our first GSP system and for operating expenses.

 

Results of Operations

 

We were incorporated on December 2, 2020. Since our inception and through December 31, 2020 we had only limited operations. As a result, a discussion of our results of operations for the period ended December 31, 2020 would not be meaningful.

 

We cannot compare our results of operations for the year ended December 31, 2021 with the prior period since we were not incorporated until December 2, 2020.

 

Liquidity and Capital Resources

 

Our sources and (uses) of cash for the year ended December 31, 2021 were:

 

      2021  
      $  
Cash used in operations     (772,423)  
Repayment of advances     (16,000)  
Proceeds from advances     70,000  
Repayments of note payable     (11,545)  
Proceeds from sale of convertible notes     150,000  
Proceeds from sale of common stock and warrants     598,230  

 

 

 

 15 

 

 

Future Capital Requirements

 

Our projected capital requirements for the twelve-month period following the date of this Offering Circular are:

 

Description     Amount  
Advertising   $ 200,000  
General and Administrative   $ 300,000  
Compensation   $ 100,000  

 

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.

 

These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. 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.

 

Contractual Obligations

 

As of December 31, 2021 and March 31, 2022  , we did not have any material capital commitments.

 

Off-Balance Sheet Arrangements

 

None.

 

Accounting Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets, liabilities and contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. As a result, management is required to routinely make judgments and estimates about the effects of matters that are inherently uncertain. Actual results may differ from these estimates under different conditions or assumptions.

 

Significant Accounting Policies

 

For a discussion of our significant accounting policies please see Note 2 to the audited financial statements included as part of this Offering Circular.

 

Recently Issued Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

 

 

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Going Concern

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive business activities. For these reasons, we have disclosed in our audited financial statements that there is substantial doubt that we will be able to continue as a going concern without further financing.

 

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 December 31, 2021, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, As reflected in the accompanying financial statements, the Company had a Stockholders’ Deficit at December 31, 2021, of $545,170. This factor among others 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.

 

The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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BUSINESS

 

We were incorporated in Colorado on December 2, 2020. We acquired all rights to the GSP system on March 9, 2021, from Fourth Wave Energy, Inc ("FWAV") in return for the issuance of up to 10,000,000 shares of our common stock to FWAV. FWAV plans to distribute (“Spin-Off”) these shares to its shareholders on the basis of $0.209599 of a share of our common stock for each share held by a FWAV shareholder.

 

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, 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 $380,000 to the former consultants.

 

We plan to install natural energy systems, referred to as the GeoSolar Plus System (the “GSP system”) in newly built and existing residences as well as green new apartments and commercial buildings. The GSP System is based on combining solar power, geothermal ground sourced energy and other clean energy technologies into one fully integrated system.  Our GSP system is designed to significantly reduce energy consumption and associated carbon emissions and improve the atmospheric and indoor air quality in residences.

 

Our business strategy is to form strategic dealership/licensing agreements with local solar power and plumbing companies making them our installation partners for the sale and installation of the GSP system.

 

Through our strategic dealership/licensing agreements we plan to grant all homeowners that purchase a GSP system a 25-year warranty and 100% financing through our anticipated licensees, of which we currently do not have any and we cannot guarantee that we will find any licensees that will be adequate to our business plans.

 

The Company through research and testing has developed, successfully tested, and is preparing to launch its first commercial product, a patent pending new system called GeoSolar Plus for powering homes that creates all the energy a homeowner uses with no carbon emissions or utility bills.

 

Solar Energy Overview

 

Solar power is energy from the sun that is converted into thermal or electrical energy. Solar energy is the cleanest and most abundant renewable energy source available, according to the Solar Energy Industries Association. Solar technologies can harness this energy for a variety of uses, including generating electricity, providing light or a comfortable interior environment, and heating water for domestic, commercial, or industrial use.

 

There are three main ways to harness solar energy: photovoltaic, solar heating and cooling, and concentrating solar power. Photovoltaics generate electricity directly from sunlight via an electronic process and can be used to power anything from small electronics such as calculators and road signs up to homes and large commercial businesses. Solar heating and cooling (SHC) and concentrating solar power (CSP) applications both use the heat generated by the sun to provide space or water heating in the case of SHC systems, or to run traditional electricity-generating turbines in the case of CSP power plants.

 

Solar energy is a very flexible energy technology: it can be built as distributed generation (located at or near the point of use) or as a central-station, utility-scale solar power plant (similar to traditional power plants). Both of these methods can also store the energy they produce for distribution after the sun sets, using new solar and storage technologies.

 

In the last decade alone, solar has experienced an average annual growth rate of 48%. Thanks to strong federal policies like the solar Investment Tax Credit, rapidly declining costs, and increasing demand across the private and public sector for clean electricity, there are now nearly 78 gigawatts (GW) of solar capacity installed nationwide, enough to power 14.5 million homes.

 

 

 

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The cost to install solar has dropped by more than 70% over the last decade, leading the industry to expand into new markets and deploy thousands of systems nationwide. Prices as of Q4 2020 are at their lowest levels in history across all market segments. An average-sized residential system has dropped from a pre-incentive price of $40,000 in 2010 to roughly $18,000 today.

 

Solar has ranked first or second in new electric capacity additions in each of the last years. In 2019, 40% of all new electric capacity added to the grid came from solar, the largest such share in history. Solar's increasing competitiveness against other technologies has allowed it to quickly increase its share of total U.S. electrical generation - from just 0.1% in 2010 to more than 2.5% today.

 

Homeowners and businesses are increasingly demanding solar systems that are paired with battery storage. While this pairing is still relatively new, the growth over the next five years is expected to be significant. By 2025, more than 25% of all behind-the-meter solar systems will be paired with storage, compared to under 5% in 2019.

 

The residential solar market experienced a record year in 2019 as costs continued to fall and solar expanded into more state markets. While California had its strongest year ever due to the emergence of solar storage as a remedy for disruptive power shutoffs, emerging markets also enjoyed strong growth. Future growth is expected across the country as prices continue to fall and combined solar + storage systems become increasingly viable.

 

GSP System

 

Our patent pending and proprietary GeoSolar Plus SmartGreen™ (GSP) all electric home energy system that will provide all the energy required for heating, cooling, cooking, powering, electric vehicle charging, and air purification within either existing or new homes. We are preparing to launch an aggressive rollout of the system targeting the new home and retrofit residential markets in the first quarter of 2022.

 

Our SmartGreen™ home system combines the powerful natural energy from solar and geothermal sources - energy radiated from the earth’s core - with electric heat pumps, air purification and monitoring, backup battery storage, all electric appliances, electric vehicle charging and a home automation central software system that operates every component for powering the home.

 

Potential benefits include:

 

·Little to no utility bills for life
·No carbon emissions from operation of home
·Increased home value
·Significantly healthier living environment
·Clean, quiet and efficient living
·Saves money and provides tax benefits

 

The entire system installs quickly and improves the home value from day one. We know of no other company that has the complete turnkey whole home system that GST is launching.

 

The GSP system is based on combining solar power and other energy efficient technologies into one fully integrated system. The GSP system is designed to significantly reduce energy consumption and associated carbon emissions in residences and commercial buildings.

 

 

 

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The GSP 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 improvement contractors throughout the US to market and install the GSP 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 GSP system. We estimate that the removal of an existing HVAC system and the installation of the GSP system will cost approximately $39,000 after tax credits and require approximately 20 days to complete.

 

It is believed the installation of the GSP system will result in a more valuable, cleaner and healthier home and is highly economic for the homeowner.

 

The GSP system will symbolize an important advancement in the way homes are cooled, heated and powered and that the market for the GSP system will be substantial.

 

A rendering of the GSP system follows:

 

Diagram

Description automatically generated

 

 

 

 

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Tiered Installation Levels

 

We plan to offer the GSP system installation packages in three tiers (Silver, Gold, and Platinum). This way we can tailor to the specific needs of each individual homeowner. The average new or existing home installation costs approximately $59,500 after 26% federal tax credits and potential state tax credits that could be available on a state by state basis.

 

The system can be 100% financed at low interest rates or added to a mortgage. We estimate that the payments will likely be less than the homeowner’s current utility bills.

 

As of the date of this Offering Circular the Company has installed one GSP system and had contracts, which will provide us with gross revenue of approximately $20,000, for the installation of other GSP systems. The one GSP system we installed was to test the system in a "live" environment and the amount we received for installing the system was credited to research and development expenses. There have been 29 GSP systems installed, 28 of the GSP systems were installed by the inventor of the GSP system that we acquired.

 

Geothermal Heat Pump Overview

 

Description

 

A geothermal heat pump system is an electrically powered heating and cooling system that transfers heat between your house and the earth using fluid circulated through long loops of underground pipes. In principle, a geothermal heat pump functions like a conventional heat pump, by using high-pressure refrigerant to capture and move heat between indoors and out. The difference is that conventional systems gather their heat—and get rid of it—through the outside air. Geothermal systems, in contrast, transfer heat through long loops of liquid-filled pipes buried in the ground.

 

As with ordinary heat pumps, the refrigerant in a geothermal heat pump runs in a loop through a compressor, condenser, expansion valve, and evaporator, collecting heat at one end and giving it up at the other. The direction of refrigerant flow, which is controlled by the reversing valve, determines whether heat is moving into the house in winter or being pulled out of it in summer. With the addition of a desuperheater, residual warmth from the system can also supplement a conventional water heater, further reducing energy bills.

 

We believe that the GSP system will be an integral part of making homes more efficient, as this will potentially cut home heating and cooling bills by an estimated 30 to 70 percent. Further benefits will include the elimination of noisy outdoor compressors and fans. Lastly, and for the benefit of the earth, the geothermal heating and cooling will reduce greenhouse gas emissions by greatly reducing the amount of gas and energy people use to heat and cool homes.

 

Animation

 

 

 

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Installation

 

We will install an indoor heat pump which will use a basic refrigeration cycle—evaporation, compression, condensation, and expansion—to capture and disburse heat from and to the ground to warm the house in winter and cool it in summer. We estimate that it will cost around $15,000–$20,000 to install each system, including ground loops, heat pump, and controls.

 

A geothermal heating system is not difficult to retrofit with a standard heating ventilation and air conditioning system to a ground-source system, as long as burying the ground loop is feasible. A house will need air ducts to distribute cool air on hot days. Those same ducts can provide warm air in winter.

 

Some geothermal heat pumps can hook up to an existing air handler, other units come with their own integral air handler. Houses with hot-water heating can use geothermal systems, too, although additional radiators may be needed because these systems do not reach the higher temperatures of fuel-fired boilers.

 

Upon installation we will need to bury approximately 1,500 to 1,800 feet for a typical 2,000-square-foot home. This can be done generally in several ways. The first set up would be for a house on a large property where we could bury the pipes horizontally in approximately four-foot-deep trenches around the property, the second method would be used for houses on smaller properties or properties that are not good for trenching, in that instance we would need to drill several holes approximately three hundred feet straight down into the ground, and a third method would be available if there was an adequate sized body of water close to the home, in that situation we could run the pipes and coil them at the bottom of the pond. In the second method the drilling of the holes would add approximately 50% to the cost of installation.

 

Efficiency

 

We plan to use super-efficient geothermal heat pumps. These heat pumps will provide clean, quiet heating and cooling while potentially cutting utility bills by up to 70 percent.

 

It is estimated that it takes only one kilowatt-hour of electricity for a geothermal heat pump to produce nearly 12,000 Btu of cooling or heating. (To produce the same number of Btus, a standard heat pump on a 95-degree day consumes 2.2 kilowatt-hours.) Geothermal systems are twice as efficient as the top-rated air conditioners and almost 50 percent more efficient than the best gas furnaces, all year round.

 

Another advantage is that there is no need for a noisy outdoor fan to move air through the compressor coils. Geothermal units simply pump liquid, so they can be placed indoors, safe from the elements. Most geothermal units come with 10-year warranties, but they can last much longer.

 

Markets and Marketing

 

The renewable energy and efficiency market involves suppliers, distributors, manufacturers, and contractors; therefore, we plan to establish and maintain a loyal business relationships with all parties.

 

 Technology for solar modules, battery storage, and energy efficiency products is constantly advancing, making it more affordable to create a more clean and sustainable energy. Renewable energy is one of the fastest growing industries worldwide. Showing continued growth from solar photovoltaic systems to electrification of vehicles. Due to the ever-changing climate, we will strive to stay relevant and adapt to ongoing environmental and regulatory changes and continuing to expand our business model to branch out with complimentary services.

 

 

 

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Some new potential products, services and markets are as follows:

 

·Bidirectional charge controllers using electric vehicles
·Holistic approach to residential decarbonization through integration of envelope improvements, electrification and transitioning to heat pumps
·JV with builders on development of electric zero carbon apartments
·Warehouse conversions to electric
·Neighborhood community green energy retrofits

 

Sales and Marketing

 

Our business strategy is to form strategic dealership/licensing agreements with local solar power and plumbing companies making them our installation partners for the sale and installation of the GSP system.

 

Through our strategic dealership/licensing agreements we plan to grant all homeowners that purchase a GSP system a 25-year warranty and 100% financing through our partners. We are particularly excited about the Arizona and Colorado markets and plan to have a major presence in both states. Additionally, we plan to expand rapidly to Texas, California, New Mexico, Utah and Nevada, where solar power is currently most prevalent.

 

We will potentially seek mergers and/or acquisitions with solar installers, geothermal installers and potentially product manufacturers to integrate our technology and application with their services and product line. This way, we do not need to spend as many funds on customer acquisition to expand into new territories, as we can use existing local providers and their existing customer base, which should save time and money.

 

Renewable Energy

 

Renewable energy is defined as energy supplies that derive from non-depleting sources such as solar, wind and certain types of biomass. Renewable energy reduces dependence on imported and increasingly expensive oil and natural gas. In addition, growing environmental pressures, increasing economic hurdles of large power generation facilities and U.S. National Security interests are favorable drivers for renewable energy. Renewable energy, including solar and wind power, is the fastest growing segment of the energy industry worldwide.

 

Solar power, subsequent to installation, is an environmentally benign, locally sourced renewable energy source that can play an immediate and significant role in assisting global economic development, forging sustainable global environmental and energy policies, and protecting national security interests.

 

Competition

 

The markets we plan to serve are highly fragmented with numerous small and regional participants and several large nationally based companies. Competition in the markets we plan to serve will be based on a number of considerations, including our ability to excel at timeliness of delivery, technology, applications experience, know-how, reputation, product warranties, service and price. Demand for our products can vary period over period depending on conditions in the markets we serve. We believe our future product quality reliability, and safety supported by advanced manufacturing and operational excellence will differentiate us from many of our competitors, including those competitors who often offer products at a lower price.

 

Overall, the competitive environment of the renewable energy industry is very tense despite its market size. The Company competes with other distributors, installers such as Vivint, Tesla, SunPower, Sunnova, and many companies that install geothermal pumps and piping such as WaterFurnace and Dandelion Energy, to name some of the other renewable energy companies that are currently in our industry. These competitors possess significantly greater financial and non-financial resources, manufacturing capacity, well established business models and distribution channels and branding.

 

 

 

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Patents and Trademarks

 

The trademarks currently owned by the Company, and for which it intends to seek federal transaction registration are the marks, GeoSolar Technologies, SmartGreen™ and Leading the Clean Electric Home Revolution™. The Company may federally register other trademarks in the future as the need arises. The Company on May 17, 2021, applied for a United States Patent on its System to Decarbonize, Ventilate and Electrify a Dwelling. This application is currently in provisional status and is application number 63/189,629.

 

Regulation

 

We face extensive government regulation both within and outside the U.S. relating to the development, installation, marketing, sale and distribution of our renewable energy products, software and services. The following sections describe certain significant regulations that we are subject to. These are not the only regulations that our businesses must comply with. For a description of risks related to the regulations that our businesses are subject to, please refer to the section entitled “Risk Factors—Risks Related to Our Businesses.”

 

We are not a “regulated utility” in the United States under applicable national, state or other local regulatory regimes where we conduct business.

 

To operate our systems we obtain interconnection agreements from the applicable local primary electricity utility. Depending on the size of the solar energy system and local law requirements, interconnection agreements are between the local utility and either us or our customer. In almost all cases, interconnection agreements are standard form agreements that have been pre-approved by the local public utility commission or other regulatory body with jurisdiction over interconnection agreements. As such, no additional regulatory approvals are required once interconnection agreements are signed. We maintain a utility administration function, with primary responsibility for engaging with utilities and ensuring our compliance with interconnection rules.

 

Our operations are subject to stringent and complex federal, state and local laws and regulations governing the occupational health and safety of our employees and wage regulations. For example, we are subject to the requirements of the federal Occupational Safety and Health Act, as amended, or OSHA, and comparable state laws that protect and regulate employee health and safety.

 

Federal and/or state prevailing wage requirements, which generally apply to any “public works” construction project that receives public funds, may apply to installations of our solar energy systems on government facilities. The prevailing wage is the basic hourly rate paid on public works projects to a majority of workers engaged in a particular craft, classification or type of work within a particular area. Prevailing wage requirements are established and enforced by regulatory agencies. Our Sole Officer and Director monitor and coordinate our continuing compliance with these regulations.

 

Seasonality

 

We do not expect any seasonality in our business.

 

Employees

 

We have one full-time employee, that being our sole officer. We anticipate adding additional employees in the next 12 months, as needed. We do not feel that we would have any unmanageable difficulty in locating needed staff in large part because of our Remote Work corporate structure that allows for location and time flexibility.

 

 

 

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Intellectual Property

 

We may rely on a combination of patent, trademark, copyright, and trade secret laws in the United States as well as confidentiality procedures and contractual provisions to protect our proprietary technology, databases, and our brand.

 

We plan to have a policy of requiring key employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting relationship with us. Our employee agreements also require relevant employees to assign to us all rights to any inventions made or conceived during their employment with us. In addition, in the future we will have a policy requiring individuals and entities with which we discuss potential business relationships to sign non-disclosure agreements.

 

Legal Proceedings

 

We may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to our business. These matters may include product liability, intellectual property, employment, personal injury caused by our employees, and other general claims. We are not presently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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MANAGEMENT

 

DIRECTORS AND EXECUTIVE OFFICERS

 

The following table sets forth information regarding our executive officers and directors:

 

Name   Age     Position
A. Stone Douglass   74     Chief Executive, Financial, and Accounting Officer and a Director

 

Mr. Douglass has been the Chief Executive Officer and a Director of the Company since December 2020. Mr. Douglass has been the:

 

·Chief Financial Officer and a Director of David Kind, Inc., a Venice, California based online eyewear brand, since June 2013.
·Chairman and Chief Executive Officer of Sealand Natural Resources, Inc., a manufacturer and purveyor of Sealand Birk birch water and other alternative beverages since March 2016.
·Chief Financial Officer and a Director of P5 Systems, Inc., a San Diego based technology platform known as the Craig's List of cannabis, servicing the legal cannabis value chain, since March 2018.
·Chief Executive Officer of Empire Global Gaming, Inc., a Long Island, N.Y. based owner of gambling games and gaming applications between December 2018 and January 31, 2022.
·Chief Financial Officer and a Director of Digipath, Inc., a cannabis laboratory, since 2021.

 

Between July 2011 and December 2013 Mr. Douglass was the Chief Executive Officer of Ryderz Compound, Inc., a Carlsbad, California based action sports retailer. Ryderz was sold to Pacific Vector, Inc. in 2013. In 2014, Pacific Vector, Inc. filed for bankruptcy.

 

Between April 2008 and December 2010 Mr. Douglass was the Chief Executive Officer of RedEnvelope, Inc. a San Francisco based online gift site. Mr. Douglass was brought in to take RedEnvelope through bankruptcy. RedEnvelope filed a Chapter 11 bankruptcy petition on April 17, 2008 and was later sold to another online site. The creditors of RedEnvelope received 75% of the amounts owed to them by RedEnvelope.

 

Between September 2014 and May 2017 Mr. Douglass was the manager of HL Brands, LLC, a private firm manufacturing and selling apparel under the POPaganda brand and watches and bags under the Flud brand.

 

Between September 2014 and May 2017 Mr. Douglass was the Chairman of Artec Global Media, Inc., a publicly traded (ACTL:OTC Pink) media company.

 

On July 1, 2021, Mr. Douglass was appointed to serve as a member of the Board of Directors of Digipath, Inc. (DIGP:OTC Pink). On August 16, 2021, Mr. Douglass was appointed to serve as Digipath’s Chief Financial Officer. Prior to his appointment as a director, Mr. Douglass had been serving as a consultant to Digipath.

 

Mr. Douglass is not an independent director as that term is defined in the Company Guide of the NYSE American. Mr. Douglass is considered a promoter of the Company, as that term is defined by the Securities and Exchange Commission. 

 

The Company believes Mr. Douglass is qualified to act as a director due to his past experience as an executive officer of numerous corporations.

 

 

 

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Audit and Compensation Committees

 

The Company currently does not have an audit or a compensation committee. The Board of Directors act as the Company’s audit and compensation committees.

 

Board Composition

 

We have no formal policy regarding board diversity. In selecting board candidates, we seek individuals who will further the interests of our stockholders through an established record of professional accomplishment, the ability to contribute positively to our collaborative culture, knowledge of our business and understanding of our prospective markets.

 

Board Leadership Structure and Risk Oversight

 

The board of directors oversees our business and considers the risks associated with our business strategy and decisions. The board currently implements its risk oversight function as a whole. Each of the board committees when established will also provide risk oversight in respect of its areas of concentration and reports material risks to the board for further consideration.

 

Code of Ethics

 

We do not have a code of ethics. We do not believe a code of ethics is necessary since at this time we only have one officer and director.

 

 

 

 

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EXECUTIVE COMPENSATION

 

The following summary compensation table sets forth all compensation earned by our only executive Officer during the period ended December 31, 2020, and the year ended December 31, 2021:

 

SUMMARY COMPENSATION TABLE

 

Name and
Principal Position
 
Year
   Salary
(1)
   Bonus
(2)
   Stock
Awards
(3)
   Option
Awards
(4)
   Non-Equity
Incentive Plan
Compensation
(5)
   All Other
Compensation
(6)
   Total 
                                         
A. Stone Douglass   2021   $180,000   $   $390,671   $   $   $   $570,671 
CEO, CFO, Secretary   2020                             

 

(1) The dollar value of base salary (cash and non-cash) earned.
(2) The dollar value of bonus (cash and non-cash) earned.
(3) The value of all stock awarded during the periods covered by the table is calculated according to ASC 718-10-30-3 which represented the grant date fair value.
(4) The fair value of all stock options granted during the periods covered by the table are calculated on the grant date in accordance with ASC 718-10-30-3 which represented the grant date fair value.
(5) All other compensation that could not be properly reported in any other column.

 

During the year ended December 31, 2021 Mr. Douglass received $100,000 and $80,000 of his salary was accrued.

 

There are no compensatory plans or arrangements, including payments to be received from the Company with respect to any executive Officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

 

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. Mr. Douglass will receive a base annual salary of $180,000.

 

The following shows the amount we expect to pay to Mr. Douglass and the amount of time Mr. Douglass expects to devote to our business during the year ending December 31, 2022.

 

    Projected Monthly   Percent of Time to Be
Name   Compensation   Devoted to our Business
A. Stone Douglass   $15,000   80%

 

 

 

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Outstanding Equity Awards at Fiscal Year-End

 

      OPTION AWARDS  
Name     Number of Securities Underlying Unexercised Options (#) Exercisable      

Number of Securities Underlying Unexercised Options (#)

Unexercisable

      Option Exercise Price ($)       Option Expiration Date  
                                 
A Stone Douglass           2,000,000     $ 0.10       August 1, 2031  

 

Short-Term Incentives

 

Cash bonuses may be awarded at the sole discretion of the Board of Directors based upon a variety of factors that encompass both individual and Company performance.

 

Long-Term Incentives

 

Equity incentive awards help to align the interests of our employees with those of our shareholders. Equity based awards are made under our Equity Incentive Plan. Options are granted with exercise prices equal to the closing price of our common stock on the date of grant and may be subject to a vesting schedule as determined by the Board of Directors who administer the plan.

 

We believe that grants of equity-based compensation:

 

  · enhance the link between the creation of shareholder value and long-term executive incentive compensation;
  · provide focus, motivation, and retention incentive; and
  · provide competitive levels of total compensation

 

In addition to cash and equity compensation programs, executive officers participate in the health and welfare benefit programs available to other employees.

 

Equity Incentive Plan

 

We have an Equity Incentive Award Plan (the “Plan”) that reserves shares of common stock for issuance to plan participants in the form of incentive and non-qualified stock options, stock appreciation rights (“SARs”), and stock grants and units.  Each stock option awarded allows the holder to purchase one share of our common stock. The number of shares reserved for issuance under the Plan is equal to 15% of our outstanding shares of common stock as of the end of each calendar quarter.

 

The Plan is administered by our Board of Directors (or any committee subsequently appointed by the Board) and is vested with the authority to interpret the provisions of the Plan and supervise the administration of the Plan. In addition, the Board is empowered to select those persons who will participate in the Plan, to determine the number of shares subject to each award and to determine when, and upon what conditions, awards granted under the Plan will vest, terminate, or otherwise be subject to forfeiture and cancellation. The terms and conditions of any awards issued, including the price of the shares underlying each award are governed by the provisions of the Plan and any agreements with the Plan participants.

 

 

 

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Incentive Stock Options

 

All of our employees are eligible to be granted incentive stock options pursuant to the Plan. Options granted pursuant to the Plan terminate at such time as may be specified when the option is granted.

 

The exercise price of each option cannot be less than 100% of the fair market value of our common stock at the time of the granting of the option provided, however, if the optionee, at the time the option is granted, owns stock possessing more than 10% of the total combined voting power of all classes of our stock, the purchase price of the option shall not be less than 110% of the fair market value of the stock at the time of the granting of the option.

 

The total fair market value of the shares of common stock (determined at the time of the grant of the option) for which any employee may be granted options which are first exercisable in any calendar year may not exceed $100,000.

 

At the discretion of the Board of Directors, options granted pursuant to the Plan may include installment exercise terms for any option such that the option becomes fully exercisable in a series of cumulating portions. The Board may also accelerate the date upon which any option (or any part of any option) is first exercisable. However, no option, or any portion thereof may be exercisable until one year following the date of grant. In no event shall an option granted to an employee then owning more than 10% of our common stock be exercisable by its terms after the expiration of five years from the date of grant, nor shall any other option granted pursuant to the Plans be exercisable by its terms after the expiration of ten years from the date of grant.

 

Non-Qualified Stock Options

 

Our employees, directors and officers, and consultants or advisors are eligible to receive non-qualified stock options pursuant to the Plan, provided however that bona fide services must be rendered by such consultants or advisors and such services must not be in connection with a capital-raising transaction or promoting our common stock.

 

At the discretion of our Board of Directors options granted pursuant to the Plan may include installment exercise terms for any option such that the option becomes fully exercisable in a series of cumulating portions. The Board may also accelerate the date upon which any option (or any part of any option) is first exercisable.

 

Stock Appreciation Rights

 

SARs give the participant the right to receive the appreciation in value of one share of common stock of the Company. Appreciation is calculated as the excess of (i) the fair market value of a share of common stock on the date of exercise over (ii) the base value fixed by the Board on the grant date, which may not be less than the fair market value of a share of common stock on the grant date. Payment for SARs shall be made in cash, stock, or a combination thereof. SARs are exercisable at the time and subject to the restrictions and conditions as the Board approves, provided that no SAR may be exercised more than ten (10) years following the grant date.

 

Restricted Stock

 

A restricted stock award gives the participant the right to receive a specified number of shares of common stock at a purchase price determined by the Board (including and typically zero). Restrictions limit the participant’s ability to transfer the stock and subject the stock to a substantial risk of forfeiture until specific conditions or goals are met. The restrictions will lapse in accordance with a schedule or other conditions as determined by the Board, which might include the achievement of specified performance targets and/or continued employment of the participant until a specified date. As a general rule, if a participant terminates employment when the restricted stock is subject to restrictions, the participant forfeits the unvested restricted stock.

 

 

 

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Restricted Stock Units ("RSU")

 

An RSU award gives the participant the right to receive common stock, or a cash payment equal to the fair market value of common stock (determined as of a specified date), in the future, subject to restrictions and a risk of forfeiture. The restrictions typically involve the achievement of specified performance targets and/or the continued employment or service of the participant until a specified date. Participants holding restricted stock units have no rights as a shareholder with respect to the shares of stock subject to their restricted stock unit award prior to the issuance of such shares pursuant to the award.

 

Stock Grants

 

A stock grant award gives the participant the right to receive (or purchase at such price as determined by the Board) shares of stock, free of any vesting restrictions. The purchase price, if any, for a stock grant award shall be payable in cash or in any other form of consideration acceptable to the Board. A stock grant award may be granted or sold in respect of past services or other valid consideration, or in lieu of any cash compensation owed to a participant.

 

Stock Units

 

A stock unit award gives the participant the right to receive shares of stock, or a cash payment equal to the fair market value of a designated number of shares, in the future, free of any vesting restrictions. A stock unit award may be granted or sold in respect of past services or other valid consideration, or in lieu of any cash compensation owed to a participant.

 

Other Information Regarding the Plan

 

In the discretion of the Board, any option granted pursuant to the Plan may include installment exercise terms such that the option becomes fully exercisable in a series of cumulating portions. The Board may also accelerate the date upon which any option (or any part of any options) is first exercisable. Any shares issued pursuant to the Plan and any options granted pursuant to the Plan or will be forfeited if the "vesting" schedule established by the Board administering the Plan at the time of the grant is not met. For this purpose, vesting means the period during which the employee must remain as our employee or the period of time a non-employee must provide services to us. At the time an employee ceases working for us (or at the time a non-employee ceases to perform services for us), any shares or options not fully vested will be forfeited and cancelled. At the discretion of the Board payment for the shares of common stock underlying options may be paid through the delivery of shares of our common stock having an aggregate fair market value equal to the option price, provided such shares have been owned by the option holder for at least one year prior to such exercise. The exercise may be made through a "cashless" exercise or a combination of cash and shares of common stock at the discretion of the Board.

 

Awards are generally non-transferable except upon death of the recipient. Shares issued pursuant to the Plan will generally not be transferable until the person receiving the shares satisfies the vesting requirements imposed by the Board when the shares were issued.

 

Our Board of Directors may at any time, and from time to time, amend, terminate, or suspend one or more of the Plans in any manner it deems appropriate, provided that such amendment, termination or suspension will not adversely affect rights or obligations with respect to shares or options previously granted.

 

 

 

 31 

 

 

The following table shows the weighted average exercise price of the outstanding options granted pursuant to the Company’s Equity Incentive Plan as of December 31, 2021, the Company’s recently completed fiscal year:

 

Plan 

Total Shares

Reserved

Under the Plan

  

Number of
Securities to

be Issued Upon
Exercise

of Outstanding
Options

  

Weighted-

Average

Exercise Price
of Outstanding
Options

  

Number of Securities

Remaining Available for

Future Issuances
Under Equity
Compensation

Plans (Excluding

Securities Reflected
in Column (a))

 
         (a)    (b)    (c) 
Equity Incentive Plan   8,977,500    3,750,000   $0.10    5,227,500 

 

The Company’s Equity Incentive Plan has not been approved by the Company’s shareholders.

 

The following shows certain information as of March 31, 2022 concerning the stock options and stock bonuses granted pursuant to the Equity Incentive Plan. Each option represents the right to purchase one share of our common stock.

 

Total Shares

Reserved

Under the Plan

   

Shares Reserved for

Outstanding Options

    Shares Issued As Stock Bonus    

Remaining

Options/Shares Under the Plan

8,977,500     3,750,000           5,227,500

 

 

Compensation of Directors

 

Directors are permitted to receive fixed fees and other compensation for their services as Directors. The Board of Directors has the authority to fix the compensation of Directors. As of the date of this Offering Circular, no amounts have been paid to, or accrued to, Directors in such capacity.

  

RELATED PARTY TRANSACTIONS

 

During the year ended December 31, 2021, the Company’s sole director paid $680 of expenses on behalf of the Company and during the period of December 2, 2020 (inception) through December 31, 2020, advanced the Company $100. The advances are unsecured, non-interest bearing and is payable on demand. As of December 31, 2021 and December 31, 2020, the advances related party totaled $780 and $100, respectively.

 

During the year ended December 31, 2021, the CEO and a family member purchased 3,400,000 and 100,000 shares of common stock at par value of $0.0001 per share, respectively.

 

During the year ended December 31, 2021, we sold 41,900,000 shares of the Company's common stock to a group of private investors for $0.0001 per share. A. Stone Douglass, our sole officer and director, purchased 2,000,000 of these shares. On December 26, 2021, Mr. Douglass purchased an additional 1,400,000 shares of the Company's common stock at a price of $0.0001 per share.

 

 

 

 32 

 

 

PRINCIPAL SHAREHOLDERS

 

The following table sets forth as of the date of this Offering Circular, certain information regarding beneficial ownership of our common stock by:

 

  · Each executive officer
  · Each person known to us to beneficially own 5% or more of our common stock;
  · Each director; and
  · All of our executive officers (as that term is defined under the rules and regulations of the SEC) and directors as a group

 

Name of Beneficial Owner   Shares Owned  

Percentage of

Beneficial Ownership

Directors and Officers:        
A. Stone Douglass   3,400,000   5.7%
         
All executive officers and directors as a group (1 person)   3,400,000   5.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 33 

 

 

DESCRIPTION OF SECURITIES

 

Common Stock

 

We are authorized to issue Two Hundred Million, (200,000,000) shares of common stock with a par value of $0.0001 per share (the “Common Stock”) and Twenty Million (20,000,000) shares of preferred stock (the “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.

 

Voting Rights. All shares of common stock shall be identical with each other in every respect and the holders of common shares shall be entitled to have unlimited voting rights on all shares and be entitled to one vote for each share on all matters on which shareholders have the right to vote.

 

Liquidation. In the event of a liquidation, dissolution, or winding up of the Company, the holders of our Common Stock are entitled to share pro-rata all net assets remaining after payment in full of all liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

 

Preemptive Rights. No holder of shares of stock of any class shall have any preemptive right to subscribe to or purchase any additional shares of any class, provided however that the Board of Directors may, in authorizing the issuance of shares of stock of any class, confer any right of first refusal that the Board of Directors may deem advisable in connection with such issuance.

 

Dividends. The holders of shares of our common stock are entitled to dividends out of funds legally available when and as declared by our board of directors. Our board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future. Should we decide in the future to pay dividends, as a holding company, our ability to do so and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiary and other holdings and investments. In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to receive, ratably, the net assets available to stockholders after payment of all creditors.

 

All of the issued and outstanding shares of our common stock are duly authorized, validly issued, fully paid and non-assessable. To the extent that additional shares of our common stock are issued, the relative interests of existing stockholders will be diluted.

 

Preferred Stock

 

The powers, preferences, rights, qualifications, limitations and restrictions pertaining to the Preferred Stock, or any series thereof, shall be such as may be fixed, from time to time, by the Board in its sole discretion. Authority to do so being hereby expressly vested in the Board. The authority of the Board with respect to each such series of Preferred Stock will include, without limiting the generality of the foregoing, the determination of any or all of the following:

 

The number of shares of any series and the designation to distinguish the shares of such series from the shares of all other series: (1) the voting powers, if any, of the shares of such series and whether such voting powers are full or limited: (2) the redemption provisions, if any, applicable to such series, including the redemption price or prices to be paid; (3) whether dividends, if any, will be cumulative or noncumulative, the dividend rate or rates of such series and the dates and preferences of dividends on such series: (4) the rights of such series upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of. the Corporation: (5) the provisions, if any, pursuant to which the shares of such series are convertible into, or exchangeable for, shares of any other class or classes of any other series of the same other any other class or classes of stock or any other security, of the Company or any other corporation or entity, and the rates or other determinants of conversion or exchange applicable thereto; (6) the right, if any, to subscribe for or to purchase any securities of the Corporation or any other corporation or other entity; (7) the provisions, if any of a sinking fund applicable to such series: and (8) any other relative, participating, optional or other powers, preferences or rights, and any qualifications, limitations or restrictions thereof of such series.

 

 

 

 34 

 

 

Dividend Policy

 

We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings for use in the operation of our business and do not intend to declare or pay any cash dividends in the foreseeable future. Any further determination to pay dividends on our capital stock will be at the discretion of our Board of Directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions, and other factors that our Board of Directors considers relevant.

 

Transfer Agent and Registrar

 

Our transfer agent is Empire Stock Transfer, whose address is 1859 Whitney Mesa Drive, Henderson, NV 89014, telephone number is (702) 818-5898, and website is www.empirestock.com

 

The transfer agent is registered under the Exchange Act and operates under the regulatory authority of the SEC and FINRA. 

 

SHARES ELIGIBLE FOR FUTURE SALE

 

 In general, a person who has beneficially owned restricted shares of our Common Stock for at least twelve months, in the event we are a reporting company under Regulation A, or at least six months, in the event we have been a reporting company under the Exchange Act for at least 90 days before the sale, would be entitled to sell such securities, provided that such person is not deemed to be an affiliate of ours at the time of sale or to have been an affiliate of ours at any time during the 90 days preceding the sale. A person who is an affiliate of ours at such time would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of shares that does not exceed the greater of the following:

 

·1% of the number of shares of our Common Stock then outstanding; or the average weekly trading volume of our Common Stock during the four calendar weeks preceding the filing by such person of a notice on Form 144 with respect to the sale;

 

Rule 144 trades must also comply with the manner of sale, notice and other provisions of Rule 144, to the extent applicable.

 

LEGAL MATTERS

 

Certain legal matters with respect to the shares of common stock offered hereby will be passed upon by Hart & Hart, LLC, Denver, Colorado.

 

EXPERTS

 

The audited financial statements as of December 31, 2021 and 2020, that have been included in this Offering have been audited by MaloneBailey, LLP, and are included in the reliance on their report, given upon their authority as experts in accounting and auditing.

 

 

 

 35 

 

 

INDEMNIFICATION

 

The Colorado Business Corporation Act and the Company’s articles of Incorporation and Bylaws provide that the Company may indemnify any and all of its officers, directors, employees or agents or former officers, directors, employees or agents, against expenses actually and necessarily incurred by them, in connection with the defense of any legal proceeding or threatened legal proceeding, except as to matters in which such persons shall be determined to not have acted in good faith and in the Company’s best interest.

 

 

Insofar as indemnification by us for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us pursuant to provisions of our articles of incorporation and bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that one of our directors, officers or controlling persons is successful in the defense of any action, suit or proceeding in connection with the securities being offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act with respect to the shares of common stock offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the common stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular regarding the contents of any contract or other document that is filed as an exhibit to the Offering Statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. Upon the completion of this Offering, we will be required to file periodic reports, proxy statements, and other information with the SEC pursuant to the Securities Exchange Act of 1934. You may read and copy this information at the SEC’s Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 36 

 

 

GEOSOLAR TECHNOLOGIES, INC.

 

Logo, company name

Description automatically generated

 

GeoSolar Technologies, Inc.

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

Years Ended December 31, 2021 and 2020

 

  Page Number
   
Report of Independent Registered Public Accounting Firm (Report of MaloneBailey, LLP, Houston, TX PCAOB ID 206)) F-2
   
Balance Sheets - December 31, 2021 and 2020 F-3
   
Statements of Operations - for the year ended December 31, 2021 and the period from December 2, 2020 (inception) through December 31, 2020 F-4
   
Statements of Changes in Stockholders’ Deficit - for the year ended December 31, 2021 and the period from December 2, 2020 (inception) through December 31, 2020 F-5
   
Statement of Cash Flows for the year ended December 31, 2021 and the period from December 2, 2020 (inception) through December 31, 2020 F-6
   
Notes to Consolidated Financial Statements - Years Ended December 31, 2021 and 2020 F-7

 

 

 

 

 

 

 F-1 

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Shareholders and Board of Directors of

GeoSolar Technologies, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of GeoSolar Technologies, Inc. (the “Company”) as of December 31, 2021 and 2020, and the related statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2021 and the period from December 2, 2020 (inception) through December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the year ended December 31, 2021 and the period from December 2, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern Matter

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor since 2021.

Houston, Texas

March 31, 2022

 

 

 

 F-2 

 

 

GeoSolar Technologies, Inc.

Balance Sheets

         

 

           
   December 31,
2021
   December 31,
2020
 
         
ASSETS          
Current assets:          
Cash  $19,362   $1,100 
Subscription receivable   960     
Prepaid expenses   1,474     
Total current assets   21,796    1,100 
           
Deferred offering costs   300,000     
           
Total assets  $321,796   $1,100 
           
LIABILITIES AND STOCKHOLDERS' DEFICIT          
Current liabilities:          
Accounts payable  $166,837   $ 
Accrued compensation   80,000     
Accrued expenses   409,349     
Related party advances   780    100 
Advances   60,000    6,000 
Senior convertible notes payable   150,000     
Total current liabilities   866,966    6,100 
Total liabilities   866,966    6,100 
           
Commitments and contingencies          
           
STOCKHOLDERS' DEFICIT          
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding        
Common stock, $0.0001 par value, 200,000,000 shares authorized, 56,875,000 and no shares issued and outstanding, respectively   5,688     
Additional paid in capital   6,149,052     
Accumulated deficit   (6,699,910)   (5,000)
Total stockholders' deficit   (545,170)   (5,000)
Total liabilities and stockholders' deficit  $321,796   $1,100 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 F-3 

 

 

GeoSolar Technologies, Inc.

Statements of Operations

For the year ended December 31, 2021 and period from

December 2, 2020 (inception) through December 31, 2020

 

 

           
   December 31, 2021   December 31, 2020 
         
Operating expenses:          
General and administrative  $6,626,621   $5,000 
Research and development   65,702     
           
Total operating expenses   6,692,323    5,000 
           
Other expenses:          
           
Interest expense   (2,587)    
           
Total other expenses   (2,587)    
           
Net loss  $(6,694,910)  $(5,000)
           
Net loss per common share:          
Basic and diluted  $(0.18)  $(0.00)
           
Weighted average common shares outstanding:          
Basic and diluted   36,345,060     

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 F-4 

 

 

GeoSolar Technologies, Inc.

Statements of Changes in Stockholders’ Deficit

For the year ended December 31, 2021 and the

period from December 2, 2020 (inception) through December 31, 2020

                     

 

                          
   Common Stock  

Additional

paid-in

   Accumulated     
   Shares   Amount   capital   Deficit   Total 
                     
Balance, December 31, 2020      $   $   $   $ 
                          
Net loss               (5,000)   (5,000)
                          
Balance, December 31, 2020               (5,000)   (5,000)
                          
Founder shares issued for cash   7,525,000    752            752 
                          
Common shares issued for cash ($2,478) and services   24,775,000    2,478    3,713,773        3,716,251 
                          
Common shares issued for subscription receivable ($960) and services   9,600,000    960    1,439,040        1,440,000 
                          
Units issued for cash   2,975,000    298    594,702        595,000 
                          
Common shares issued to Fourth Wave Energy, Inc.   10,000,000    1,000            1,000 
                          
Common shares issued for deferred offering cost   2,000,000    200    299,800        300,000 
                          
Stock based compensation           101,737        101,737 
                          
Net loss               (6,694,910)   (6,694,910)
                          
Balance, December 31, 2021   56,875,000   $5,688   $6,149,052   $(6,699,910)  $(545,170)

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 F-5 

 

 

GeoSolar Technologies, Inc.

Statement of Cash Flows

For the year ended December 31, 2021 and the

period from December 2, 2020 (inception) through December 31, 2020

             

 

           
   December 31, 2021   December 31, 2020 
CASH FLOWS FROM OPERATING ACTIVITIES          
Net loss  $(6,694,910)  $(5,000)
Adjustment to reconcile net loss to cash used in operating activities:          
Stock based compensation   5,255,550     
Net change in:          
Prepaid expenses   10,071     
Accounts payable   167,517     
Accrued compensation   80,000     
Accrued expenses   409,349     
           
CASH FLOWS USED IN OPERATING ACTIVITIES   (772,423)   (5,000)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Repayment of advances   (16,000)    
Proceeds from advances   70,000    6,000 
Proceeds from advances, related party       100 
Repayments on note payable   (11,545)    
Proceeds from convertible note payable   150,000     
Proceeds from issuance of common stock and warrants   598,230     
           
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES   790,685    6,100 
           
NET CHANGE IN CASH   18,262    1,100 
Cash, beginning of period   1,100     
Cash, end of period  $19,362   $1,100 
           
SUPPLEMENTAL CASH FLOW INFORMATION          
           
Cash paid on interest expense  $1,064   $ 
Cash paid for income taxes  $   $ 
           
NON-CASH TRANSACTIONS          
Expenses paid on the Company's behalf  $680   $ 
Financing of prepaid insurance premiums  $11,545   $ 
Common shares issued for subscription receivable  $960   $ 
Common shares issued for deferred offering cost  $300,000   $ 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 F-6 

 

 

GeoSolar Technologies, Inc.

Notes to the Financial Statements

 

 

Note 1. Basis of Presentation

 

The accompanying audited financial statements of GeoSolar Technologies, Inc. (“we”, “our”, “GeoSolar” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”)

 

On March 9, 2021, Fourth Wave Energy, Inc. (“Fourth Wave”) sold the GeoSolar Plus System (the “GSP system”) to us for 10,000,000 shares of our common stock and the assumption of $379,850 in liabilities associated with consulting agreements previously signed by Fourth Wave.

 

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:

 

Basis of Presentation

 

The basis of accounting applied is United States generally accepted accounting principles (“US GAAP”).

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original purchase maturity of three months or less to be cash equivalents. As of December 31, 2021 and 2020, there were no cash equivalents.

 

Use of Estimates

 

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates in the accompanying financial statements 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-7 

 

 

Basic and Diluted Loss Per Share

 

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 year ended December 31, 2021 and the period from December 2, 2020 (inception) to December 31, 2020, reflected in the accompanying statement of operations. During the year ended December 31, 2021, 1,487,500 of stock warrants and 3,750,000 of stock options were considered for their dilutive effects but were determined to be anti-dilutive due to the Company’s net loss. There were no dilutive shares outstanding during the period from December 2, 2020 (inception) through December 31, 2020.

 

Stock-based Compensation

 

The Company determines the fair value of stock option awards granted to employees and nonemployees in accordance with FASB ASC Topic 718 – 10. Compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.

 

Leases

 

The Company elected to adopt a package of practical expedients under Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842) which removes the requirement to reassess whether expired or existing contracts contain leases and removes the requirement to reassess the lease classification for any existing leases prior to the adoption date of January 1, 2019. Additionally, the Company has made a policy election not to capitalize leases with a term of 12 months or less. Rent expense for the year ended December 31, 2021, was $3,682.

 

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 3. 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 December 31, 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.

  

Note 4. 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 year ended December 31, 2021, the Company recognized $180,000 of expense related to this agreement. As of December 31, 2021, the Company has accrued $80,000 of compensation.

 

 

 

 

 F-8 

 

 

During the year ended December 31, 2021, the CEO and a family member purchased 3,400,000 and 100,000 shares of common stock at par value of $0.0001 per share, respectively. See Note 6.

 

During the year ended December 31, 2021, the Company’s sole director paid $680 of expenses on behalf of the Company and during the period of December 2, 2020 (inception) through December 31, 2020, advanced the Company $100. The advances are unsecured, non-interest bearing and is payable on demand. As of December 31, 2021 and December 31, 2020, the advances related party totaled $780 and $100, respectively.

 

Note 5. Advances, Notes Payable and Senior Convertible Notes

 

Advances

 

During the period of December 2, 2020 (inception) through December 31, 2020, the Company received advances of $6,000 from an investor to pay operating expenses. The advance is unsecured, non-interest bearing and payable on demand. During the year ended December 31, 2021, the Company received $70,000 in advances from shareholders and repaid $16,000 in advances. As of December 31, 2021 and December 31, 2020, the advances totaled $60,000 and $6,000, respectively.

 

Senior Convertible Notes

 

In November and December 2021, the Company issued three senior convertible notes in the principal amount of $150,000. The notes are unsecured, bear interest at 8% per year and are due and payable on December 31, 2022. At the option of the holder, 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. As of December 31, 2021, the balance on the loans was $150,000. The Company evaluated the conversion option and concluded a beneficial conversion feature and embedded derivative were not present at issuance. 

 

Note 6. 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 year ended December 31, 2021, the Company issued 7,525,000 shares of its common stock to founders at par value of $0.0001 per share. The Company received proceeds of $752 related to the issuance of shares.

 

During the year ended December 31, 2021, the Company issued 10,000,000 shares of its common stock to Fourth Wave related to the transfer of their technology at par value of $0.0001 per share. This transaction was contemplated at the founding of our Company and valued at $0.0001 which was the same price the founders paid for common stock. As a result of this transaction, Fourth Wave is a significant shareholder of the Company.  

 

During the year ended December 31, 2021, the Company issued 34,375,000 shares of its common stock valued at $0.15 per share. The Company received proceeds of $2,478 and recorded a subscription receivable of $960. The subscription receivable was collected in full in January 2022. Based on the estimated fair value using the cash selling price at the time of issuance, the Company recognized an expense of $5,152,813 related to the issuance of these shares.  

 

During the year ended December 31, 2021, the Company sold 29.75 Units at a price of $20,000 per Unit to a group of private investors for proceeds of $595,000. Each Unit consists of 100,000 shares of our common stock and 50,000 warrants. Each warrant allows the holder to purchase one share of the Company's common stock at a price of $2.00 per share at any time on or before December 31, 2024.

 

 

 

 

 F-9 

 

 

On December 1, 2021, the Company entered into an agreement with Manhattan Street Capital (“MSC”) to provide management, technology, administrative services, and assistance with and introduction to resources need to conduct a Reg A+ offering. MSC with be paid $5,000 monthly in advance for a 9-month period and $2,500 per month while the offering is ongoing. In addition, MSC will receive 2,000,000 shares of the Company stock price of $0.0001 per share. The shares were valued at approximately $300,000 and were recorded as deferred offering costs on the balance sheet. The deferred charges will be charged against paid-in capital upon future proceeds from the sale of common stock under this agreement. As of December 31, 2021, unamortized deferred offering costs totaled $300,000.

 

Stock Warrants

 

The following table summarizes the stock warrant activity for the year ended December 31, 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 December 31, 2021   1,487,500   $2.00 

 

As of December 31, 2021, all outstanding warrants are exercisable and have a weighted average remaining term of 3 years. There was no intrinsic value of the outstanding warrants as of December 31, 2021.

 

Stock Options

 

The following table summarizes the stock option activity for the year ended December 31, 2021: 

Schedule of stock option activity          
   Number of Options   Weighted Average Exercise Price Per Share 
Outstanding at December 31, 2020      $ 
Granted   3,750,000    0.10 
Exercised        
Forfeited and expired        
Outstanding at December 31, 2021   3,750,000   $0.10 

 

On August 1, 2021, the Company granted 2,000,000 options to Stone Douglass, CEO, and 1,750,000 options to various employees and consultants of the Company. The options have a ten-year term and have an exercise price of $0.10 per share. The fair value of the options at issuance was $732,508. The Company valued the options using the Black-Scholes model with the following key assumptions ranging from: fair value stock price, $0.20, Exercise price, $0.10, Term 10 years, Volatility 132.91%, and Discount rate 1.24% and a dividend yield of 0%.

 

During the year ended December 31, 2021, the Company recognized $101,737 of expense related to outstanding stock options leaving $630,771 of unrecognized expenses related to options. As of December 31, 2021, the outstanding stock options have a weighted average remaining term of 9.59 years and have an aggregate intrinsic value of $187,500.

 

 

 

 F-10 

 

 

Note 7. Subsequent Events

 

Subsequent to December 31, 2021, the Company issued six senior convertible notes in the principal amount of $265,000. The notes are unsecured bear interest at 8% per year and are due and payable on December 31, 2021. At the option of the holder, 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.

 

On February 8, 2022, the Board approve the issuance of 2,975,000 shares of the Company common stock at $0.0001 for proceeds of $298. 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 $445,952 related to the issuance of shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 F-11 

 

 

 

PART III—EXHIBITS

 

Index to Exhibits

 

Number Exhibit Description
   
2.1* Articles of Incorporation and Amendments
2.2* Bylaws
3.2* Form of Warrant sold to private investors
4.1 Subscription Agreement
6.1* Equity Incentive Plan
6.2 Reg A+ Engagement Agreement between the Company and Manhattan Street Capital
6.3 Employment Agreement with A. Stone Douglass
8.1 Escrow Agreement
11.1 Auditors' Consent
11.2 Consent of Attorneys
12.1 Legal Opinion

 

* Incorporated by reference to the same exhibit filed with the Company’s Registration Statement on Form S-1 (file #333-255887)

 

 

 

 III-1 

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of La Jolla, California on April 14, 2022.

 

(Exact name of issuer as specified in its charter):

GeoSolar Technologies, Inc.

 

By:

/s/ A. Stone Douglass

  Title: A. Stone Douglass, Chief Executive Officer (Principal Executive Officer)

 

(Date):

 

April 14, 2022

 

 

/s/ A. Stone Douglass

  Title: A. Stone Douglass, Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer)

 

(Date):

 

April 14, 2022

 

SIGNATURES OF DIRECTORS:

  

   

/s/ A. Stone Douglass

 

April 14, 2022

A.      Stone Douglass   Date

 

 

 

 

 

 III-2 

EXHIBIT 4.1

 

SUBSCRIPTION AGREEMENT

 

GeoSolar Technologies, Inc.

 

The securities of GeoSolar Technologies, Inc., a Colorado corporation (the “Company”), to which this Subscription Agreement relates, represent an investment that involves a high degree of risk, suitable only for persons who can bear the economic risk for an indefinite period of time and who can afford to lose their entire investments. Investors should further understand that this investment is illiquid and is expected to continue to be illiquid for an indefinite period of time. No public market exists for the securities to which this Subscription Agreement relates.

 

The securities offered hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or blue sky laws and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and state securities or blue sky laws. Although an Offering Statement has been filed with the Securities and Exchange Commission (the “SEC”), that Offering Statement does not include the same information that would be included in a Registration Statement under the Securities Act. The securities offered hereby have not been approved or disapproved by the SEC, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon the merits of the offering to which this Subscription Agreement relates or the adequacy or accuracy of this Subscription Agreement or any other materials or information made available to prospective investors in connection with the offering to which this Subscription Agreement. Any representation to the contrary is unlawful.

 

The securities offered hereby cannot be sold or otherwise transferred, except in compliance with the Securities Act. In addition, the securities offered hereby cannot be sold or otherwise transferred, except in compliance with applicable state securities or “blue sky” laws. Investors who are not “accredited investors” (as that term is defined in Section 501 of Regulation D promulgated under the Securities Act) are subject to limitations on the amount they may invest, as described in Section 4(e) of this Subscription Agreement.

 

To determine the availability of exemptions from the registration requirements of the Securities Act as such may relate to the offering to which this Subscription Agreement relates, the Company is relying on each investor’s representations and warranties included in this Subscription Agreement and the other information provided by each investor in connection herewith.

 

Prospective investors may not treat the contents of this Subscription Agreement, the Offering Circular or any of the other materials provided by the Company (collectively, the “Offering Materials”), or any prior or subsequent communications from the Company or any of its officers, employees or agents (including “Testing the Waters” materials), as investment, legal or tax advice. In making an investment decision, investors must rely on their own examinations of the Company and the terms of the offering to which this Subscription Agreement relates, including the merits and the risks involved. Each prospective investor should consult such investor’s own counsel, accountants and other professional advisors as to investment, legal, tax and other related matters concerning such investor’s proposed investment in the Company.

 

The Offering Materials may contain forward-looking statements and information relating to, among other things, the Company, its business plan, its operating strategy and its industries. These forward-looking statements are based on the beliefs of, assumptions made by, and information currently available to, the Company’s management. When used in the Offering Materials, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements, which constitute forward looking statements. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties that could cause the Company’s actual results to differ materially from those contained in the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.

 

 

 

 1 

 

 

1.            Subscription.

 

(a)            Investor hereby irrevocably subscribes for, and agrees to purchase, the Offered Shares set forth on the signature page hereto, upon the terms and conditions set forth herein. The aggregate purchase price for the Offered Shares subscribed by Investor (the “Purchase Price”) is payable to the Company in the manner in Section 2.

 

(b)            Investor understands that the Offered Shares are being offered pursuant to the Regulation A Offering Circular dated _____________, 2022, and its exhibits (collectively, the “Offering Circular”), as filed with the SEC. By subscribing for the Offered Shares, Investor acknowledges that Investor has received and reviewed a copy of the Offering Circular and any other information required by Investor to make an investment decision with respect to the Offered Shares.

  

(c)            This Subscription Agreement may be accepted or rejected in whole or in part, for any reason or for no reason, at any time prior to the termination date of the Offering, by the Company in its sole and absolute discretion. The Company will notify Investor whether this Subscription Agreement is accepted or rejected. If rejected, Investor’s payment shall be returned to Investor without interest and all of Investor’s obligations hereunder shall terminate, except for Section 5 hereof, which shall remain in force and effect.

 

(d)            The terms of this Subscription Agreement shall be binding upon Investor and Investors’ permitted transferees, heirs, successors and assigns (collectively, the “Transferees”); provided, however, that for any such transfer to be deemed effective, the proposed Transferee shall have executed and delivered to the Company, in advance, an instrument in form acceptable to the Company in its sole discretion, pursuant to which the proposed Transferee shall acknowledge and agree to be bound by the representations and warranties of Investor and the terms of this Subscription Agreement. No transfer of this Agreement may be made without the consent of the Company, which consent may be withheld by the Company in its sole and absolute discretion.

 

2.             Payment and Purchase Procedure. The Purchase Price shall be paid simultaneously with Investor’s delivery of this Subscription Agreement. Investor shall deliver payment of the Purchase Price for the Offered Shares in the manner set forth in the Company's Offering Circular. Investor acknowledges that, in order to subscribe for Offered Shares, Investor must comply fully with the purchase procedure requirements set forth in the Offering Circular.

 

3.             Representations and Warranties of the Company. The Company represents and warrants to Investor that each of the following is true and complete in all material respects as of the date of this Subscription Agreement:

 

(a)            the Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Colorado. The Company has all requisite power and authority to own and operate its properties and assets, to execute and deliver this Subscription Agreement, the Offered Shares and any other agreements or instruments required hereunder. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business;

 

(b)            The issuance, sale and delivery of the Offered Shares in accordance with this Subscription Agreement have been duly authorized by all necessary corporate action on the part of the Company. The Offered Shares, when issued, sold and delivered against payment therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly issued, fully paid and non-assessable; and

 

(c)            the acceptance by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby are within the Company’s powers and have been duly authorized by all necessary corporate action on the part of the Company. Upon the Company’s acceptance of this Subscription Agreement, this Subscription Agreement shall constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (2) as limited by general principles of equity that restrict the availability of equitable remedies.

 

 

 

 2 

 

 

4.             Representations and Warranties of Investor. Investor represents and warrants to the Company that each of the following is true and complete in all material respects as of the date of this Subscription Agreement:

 

(a)            Requisite Power and Authority. Investor has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and to carry out the provisions hereof. Upon due delivery hereof, this Subscription Agreement will be a valid and binding obligation of Investor, enforceable in accordance with its terms, except (1) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (2) as limited by general principles of equity that restrict the availability of equitable remedies.

 

(b)            Company Offering Circular; Company Information. Investor acknowledges the public availability of the Offering Circular which can be viewed on the SEC Edgar Database, and that Investor has reviewed the Offering Circular. Investor acknowledges that the Offering Circular makes clear the terms and conditions of the Offering and that the risks associated therewith are described. Investor has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. Investor has also had the opportunity to ask questions of, and receive answers from, the Company and its management regarding the terms and conditions of the Offering. Investor acknowledges that, except as set forth herein, no representations or warranties have been made to Investor, or to any advisor or representative of Investor, by the Company with respect to the business or prospects of the Company or its financial condition.

 

(c)            Investment Experience; Investor Suitability. Investor has sufficient experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in the Offered Shares, and to make an informed decision relating thereto. Alternatively, Investor has utilized the services of a purchaser representative and, together, they have sufficient experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in the Offered Shares, and to make an informed decision relating thereto. Investor has evaluated the risks of an investment in the Offered Shares, including those described in the section of the Offering Circular entitled “Risk Factors”, and has determined that such an investment is suitable for Investor. Investor has adequate financial resources for an investment of this character. Investor is capable of bearing a complete loss of Investor’s investment in the Offered Shares.

 

(d)            No Registration. Investor understands that the Offered Shares are not being registered under the Securities Act, on the ground that the issuance thereof is exempt under Regulation A promulgated under the Securities Act, and that reliance on such exemption is predicated, in part, on the truth and accuracy of Investor’s representations and warranties, and those of the other purchasers of the Offered Shares in the Offering.

 

Investor further understands that the Offered Shares are not being registered under the securities laws of any state, on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, since the Offered Shares are “covered securities” under the National Securities Market Improvement Act of 1996.

 

Investor covenants not to sell, transfer or otherwise dispose of any Offered Shares, unless such Offered Shares have been registered under the Securities Act and under applicable state securities laws, or exemptions from such registration requirements are available.

 

(e)            Illiquidity and Continued Economic Risk. Investor acknowledges and agrees that there is no ready public market for the Offered Shares and that there is no guarantee that a market for their resale will ever exist. Investor must, therefore, bear the economic risk of the investment in the Offered Shares indefinitely and Investor acknowledges that Investor is able to bear the economic risk of losing Investor’s entire investment in the Offered Shares.

 

 

 

 3 

 

 

(f)             Accredited Investor Status or Investment Limits. Investor represents that either:

 

(1)            Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act; and meets at least one (1) of the following criteria (initial all that apply) (initial as applicable):

 

__________ The Investor is a natural person (individual) whose own net worth, taken together with the net worth of the Investor’s spouse, exceeds US$1,000,000, excluding equity in the Investor’s principal residence unless the net effect of his or her mortgage results in negative equity, the Investor should include any negative effects in calculating his or her net worth.
   
__________ The Investor is a natural person (individual) who had an individual income in excess of US$200,000 (or joint income with the Investor spouse in excess of US$300,000) in each of the two previous years and who reasonably expects a gross income of the same this year.
   
__________ The Investor is an entity as to which all the equity owners are Accredited Investors. If this paragraph is initialed, the Investor represents and warrants that the Investor has verified all such equity owners’ status as an Accredited Investor.
   
__________ The Investor is either (i) a corporation, (ii) an organization described in Section 501(c)(3) of the Internal Revenue Code, (iii) a trust, or (iv) a partnership, in each case not formed for the specific purpose of acquiring the securities offered, and in each case with total assets in excess of US$5,000,000.

 

(2)            the Purchase Price, together with any other amounts previously used to purchase Offered Shares in the Offering, does not exceed ten percent (10%) of the greater of Investor’s annual income or net worth (or, in the case where Investor is a non-natural person, Investor’s revenue or net assets for such Investor’s most recently completed fiscal year end).

 

Investor represents that, to the extent Investor has any questions with respect to Investor’s status as an accredited investor, or the application of the investment limits, Investor has sought professional advice.

 

(g)            Investor Information. Within five (5) days after receipt of a request from the Company, Investor hereby agrees to provide such information with respect to Investor’s status as an accredited investor or the Investor's annual net income or net worth and to execute and deliver such documents as may reasonably be necessary to comply with any and all laws and regulations to which the Company is, or may become, including, without limitation, the need to determine the status of the Investor. Investor further agrees that, in the event Investor transfers any Offered Shares, Investor will require the transferee of any such Offered Shares to agree to provide such information to the Company as a condition of such transfer.

 

(h)            Valuation; Arbitrary Determination of Share Purchase Price by the Company. Investor acknowledges that the Purchase Price of the Offered Shares in the Offering was set by the Company on the basis of the Company’s internal valuation and no warranties are made as to value. Investor further acknowledges that future offerings of securities of the Company may be made at lower valuations, with the result that Investor’s investment will bear a lower valuation.

 

(i)             Domicile. Investor maintains Investor’s domicile (and is not a transient or temporary resident) at the address provided herein.

 

 

 

 4 

 

 

(j)             Foreign Investors. If Investor is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that Investor is in full compliance with the laws of Investor’s jurisdiction in connection with any invitation to subscribe for the Offered Shares or any use of this Subscription Agreement, including, without limitation, (1) the legal requirements within Investor’s jurisdiction for the purchase of the Offered Shares, (2) any foreign exchange restrictions applicable to such purchase, (3) any governmental or other consents that may need to be obtained, and (4) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Offered Shares. Investor’s subscription and payment for and continued beneficial ownership of the Offered Shares will not violate any applicable securities or other laws of Investor’s jurisdiction.

 

(k)            Fiduciary Capacity. If Investor is purchasing the Offered Shares in a fiduciary capacity for another person or entity, including, without limitation, a corporation, partnership, trust or any other juridical entity, Investor has been duly authorized and empowered to execute this Subscription Agreement and all other related documents. Upon request of the Company, Investor will provide true, complete and current copies of all relevant documents creating Investor, authorizing Investor’s investment in the Company and/or evidencing the satisfaction of the foregoing.

 

5.             Indemnity. The representations, warranties and covenants made by Investor herein shall survive the consummation of this Subscription Agreement. Investor agrees to indemnify and hold harmless the Company and its officers, directors and agents, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty or breach of failure by Investor to comply with any covenant or agreement made by Investor herein or in any other document furnished by Investor to any of the foregoing in connection with the transaction contemplated hereby.

 

6.             Governing Law; Jurisdiction; Waiver of Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of the Offering Circular, including, without limitation, this Subscription Agreement, shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. In any action, suit or proceeding in any jurisdiction brought by any party against any other party, each of the parties each knowingly and intentionally, to the greatest extent permitted by applicable law, hereby absolutely, unconditionally, irrevocably and expressly waives forever trial by jury.

 

7.              Notices. Notice, requests, demands and other communications relating to this Subscription Agreement and the transactions contemplated herein shall be in writing and shall be deemed to have been duly given if and when (a) delivered personally, on the date of such delivery; or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third day after the posting thereof; or (c) e-mailed to the Company at: dsealock@skyquarry.com; Attention: David Sealock or to the Investor, at Investor’s address supplied in connection herewith, or to such other address as may be specified by written notice from time to time by the party entitled to receive such notice. Any notices, requests, demands or other communications by email shall be confirmed by letter given in accordance with (a) or (b) above.

 

8.              Miscellaneous. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities may require. Other than as set forth herein, this Subscription Agreement is not transferable or assignable by Investor. The representations, warranties and agreements contained herein shall be deemed to be made by, and be binding upon, Investor and Investor’s heirs, executors, administrators and successors and shall inure to the benefit of the Company and its successors and assigns. None of the provisions of this Subscription Agreement may be waived, changed or terminated orally or otherwise, except as specifically set forth herein or except by a writing signed by the Company and Investor. In the event any part of this Subscription Agreement is found to be void or unenforceable, the remaining provisions are intended to be separable and binding with the same effect as if the void or unenforceable part were never in this Subscription Agreement. This Subscription Agreement supersedes all prior discussions and agreements between the Company and Investor, if any, with respect to the subject matter hereof and contains the sole and entire agreement between the Company and Investor with respect to the subject matter hereof. The terms and provisions of this Subscription Agreement are intended solely for the benefit of each party hereto and their respective successors and assigns, and it is not the intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary rights upon any other person. The headings used in this Subscription Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof. In the event that either party hereto shall commence any suit, action or other proceeding to interpret this Subscription Agreement, or determine to enforce any right or obligation created hereby, then such party, if it prevails in such action, shall recover its reasonable costs and expenses incurred in connection therewith, including, but not limited to, reasonable attorneys’ fees and expenses and costs of appeal, if any. All notices and communications to be given or otherwise made to Investor shall be deemed to be sufficient if sent by e-mail to such address provided by Investor herein. Unless otherwise specified in this Subscription Agreement, Investor shall send all notices or other communications required to be given hereunder to the Company via e-mail at stone@ducksnest.net. Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the e-mail has been sent (assuming that there is no error in delivery). As used in this Section 9, the term “business day” shall mean any day other than a day on which banking institutions in the State of Delaware are legally closed for business. This Subscription Agreement may be executed in one or more counterparts. No failure or delay by any party in exercising any right, power or privilege under this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

 

 

 

 5 

 

 

9.             Consent to Electronic Delivery of Notices, Disclosures and Forms. Investor understands that, to the fullest extent permitted by law, any notices, disclosures, forms, privacy statements, reports or other communications (collectively, “Communications”) regarding the Company, Investor’s investment in the Company and the Offered Shares (including annual and other updates and tax documents) may be delivered by electronic means, such as by e-mail. Investor hereby consents to electronic delivery as described in the preceding sentence. In so consenting, Investor acknowledges that e-mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems or may be intercepted, deleted or interfered with, with or without the knowledge of the sender or the intended recipient. Investor also acknowledges that an e-mail from the Company may be accessed by recipients other than Investor and may be interfered with, may contain computer viruses or other defects and may not be successfully replicated on other systems. Neither the Company, nor any of its respective officers, directors and affiliates, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Company Parties”), gives any warranties in relation to these matters. Investor further understands and agrees to each of the following: (a) other than with respect to tax documents in the case of an election to receive paper versions, none of the Company Parties will be under any obligation to provide Investor with paper versions of any Communications; (b) electronic Communications may be provided to Investor via e-mail or a website of a Company Party upon written notice of such website’s internet address to such Investor. In order to view and retain the Communications, Investor’s computer hardware and software must, at a minimum, be capable of accessing the Internet, with connectivity to an internet service provider or any other capable communications medium, and with software capable of viewing and printing a portable document format (“PDF”) file created by Adobe Acrobat. Further, Investor must have a personal e-mail address capable of sending and receiving e-mail messages to and from the Company Parties. To print the documents, Investor will need access to a printer compatible with his or her hardware and the required software; (c) if these software or hardware requirements change in the future, a Company Party will notify the Investor through written notification. To facilitate these services, Investor must provide the Company with his or her current e-mail address and update that information as necessary. Unless otherwise required by law, Investor will be deemed to have received any electronic Communications that are sent to the most current e-mail address that the Investor has provided to the Company in writing; (d) none of the Company Parties will assume liability for non-receipt of notification of the availability of electronic Communications in the event Investor’s e-mail address on file is invalid; Investor’s e-mail or Internet service provider filters the notification as “spam” or “junk mail”; there is a malfunction in Investor’s computer, browser, internet service or software; or for other reasons beyond the control of the Company Parties; and (e) solely with respect to the provision of tax documents by a Company Party, Investor agrees to each of the following: (1) if Investor does not consent to receive tax documents electronically, a paper copy will be provided, and (2) Investor’s consent to receive tax documents electronically continues for every tax year of the Company until Investor withdraws its consent by notifying the Company in writing.

 

Investor certifies that Investor has read this entire Subscription Agreement and that every statement made by Investor herein is true and complete.

 

The Offering Materials do not constitute an offer or solicitation in any state or jurisdiction in which the Offered Shares are not being offered. The information presented in the Offering Materials was prepared by the Company solely for the use by prospective investors in connection with the Offering. Nothing contained in the Offering Materials is or should be relied upon as a promise or representation as to the future performance of the Company.

 

The Company reserves the right, in its sole discretion and for any reason whatsoever, to modify, amend and/or withdraw all or a portion of the Offering Offered Shares. Except as otherwise indicated, the Offering Materials speak as of their date. Neither the delivery nor the purchase of the Offered Shares shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date.

 

 

 

 6 

 

 

INVESTOR INFORMATION

 

Name of Investor

 

Social Security # or Tax I.D.

Street Address

 

City

 

State          Zip Code

Phone

 

Email          State/Nation of Residency

Name and Title of Authorized Representative, if investor is an entity or custodial account

 

 

Type of Entity or Custodial Account (IRA, Keogh, corporation, partnership, trust, limited liability company, etc.)

 

 

 

Jurisdiction of Organization Date of Organization Account Number

 

 

 

The Shares will be held by the undersigned as:

 

 

______INDIVIDUAL INVESTOR

 

 

______ CUSTODIAN ENTITY

 

 

______ TENANTS-IN-COMMON

 

______COMMUNITY PROPERTY

______ CORPORATION

 

______ JOINT TENANTS

______LLC

 

______ PARTNERSHIP

 

______ TRUST

 

 

If the Shares are intended to be held as Community Property, as Tenants-In-Common or Joint Tenancy, then each party (spouse/co-tenant) should execute this Agreement.

 

 

 

 7 

 

 

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on the date set forth below.

 

_________________, 2022 _________________________________
Date Name of Investor

 

$_________________ _________________________________
Subscription Amount Signature

 

__________________ _________________________________
# of Shares Title (if the Investor is not a natural person)

 

Signatures of Additional Investors, as necessary:

       
         
Name of Investor   Name of Investor    
         
         
Signature   Signature    
       
    _____________________________________  
Title (if the Investor is not a natural person)  Title (if the Investor is not a natural person)    
                 

 

 

 

 

 

 

 

 

 

 

 8 

 

 

The foregoing subscription is hereby accepted on behalf of GeoSolar Technologies Inc., this ______ day of _________________, 2022.

 

 

  GEOSOLAR TECHNOLOGIES, INC.
   
   
  By:  
   
  Name:  
   
  Title:  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 9 

 

EXHIBIT 6.2

 

Manhattan Street Capital Reg A+ Engagement Agreement

 

Effective Date: December 1, 2021

 

GeoSolar Technologies, Inc.

1400 16th Street,

16 Market Square, Suite 400,

Denver, CO 80202

 

 

Re: Advisory, Technology and Administrative Services

 

This agreement (this “Agreement”) will confirm the arrangements under which FundAthena, Inc., DBA Manhattan Street Capital, Inc. (“MSC”) and GeoSolar Technologies, Inc., a Colorado Corporation, and its present and future subsidiaries and any entity used thereby to facilitate the Financings contemplated hereby (collectively, the “Client”), to act as the Client’s advisor in connection with a possible Financing (as defined below) and the Client’s use of MSC’s proprietary technology platform (the “MSC Platform”).

 

1. Retention. During the term of this engagement, and as mutually agreed upon by MSC and the Client, MSC shall provide Client with project management, technology, administrative services and assistance with and introductions to resources needed to conduct a Reg A+ offering, (any of the foregoing, a “Financing”). Client agrees to be bound by the MSC Platform standard terms and conditions, (the “Platform Terms”) which can be found at www.manhattanstreetcapital.com/terms. Access to the MSC Platform will not be provided without Client’s acceptance of the Platform Terms.

 

2. Cooperation. The Client shall furnish MSC and/or upload to the MSC Platform all current and historical materials and information regarding the business and financial condition of the Client relevant to the Financing, and all other information and data, and access to the Client’s officers, directors, employees and professional advisors, which MSC reasonably requests in connection with MSC’s activities hereunder. All such materials, information and data shall be to the Client’s knowledge, complete and accurate in all material respects and not misleading. Client understands that MSC is not and does not provide any assurance that the contemplated Financing(s) will succeed, or that they will achieve any particular performance level or cost efficiency. The Client agrees to promptly advise MSC of all developments materially affecting the Client, any proposed Financing or the completeness or accuracy of the information previously furnished to MSC, and agrees that no material initiatives relating to the proposed Financing will be taken without MSC having been consulted in advance thereof.

 

3. Compensation. The Client agrees to promptly pay MSC the MSC Fees (the “Fees”), listed below:

 

a) Project management retainer fee of $5,000 USD paid monthly in advance for a 9-month period from the Effective Date.

 

b) MSC technology admin and service fee of $25.00 USD per investment in the offering. The MSC technology admin and service fee is constant regardless of the investment amount, and it is not dependent on the total size of the capital raise. For purposes of calculating this fee, an investment is defined as a transaction where a person or entity deposits money as part of the Financing. The number of warrants will be determined by dividing the product of $25.00 and the total number of investments in this offering, by the lowest price at which securities were sold in the Financing.

 

 

 

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c) Listing fee of $2,500 USD per month while the offering is live for investment or reservations, including TestTheWaters (TM).

 

The Company commits to pay MSC the amount of $75k on or before the fourteenth month after the effective date of this Agreement with MSC.

 

MSC will receive 2,000,000 shares of GST treasury stock for a price of $.0001 per share upon commencement of this agreement.

 

The MSC Fees above do not include fees for back-end services including, but not limited to: payment processing, digital currency conversion, escrow and technology fees, AML check, and accredited investor verification. Back-end service fees paid by MSC may be paid to third-party service providers on behalf of the Client and will be invoiced by MSC to Client. MSC fees above do not include costs for marketing agency, legal service provider, broker-dealer or transfer agent. Reasonable direct expenses incurred by MSC on behalf of Client will be reimbursed by Client.

 

It is expressly understood that all MSC Fees are not contingent on the success of the offering. The Fees are an obligation of the Client regardless of the outcome of the offering.

 

It is expressly understood that a separate MSC Fee shall be payable in respect to each Financing in the event that more than one Financing occurs. Examples may include the addition of a Reg D convertible note offering proceeding or in parallel with the Reg A+ offering, or a simultaneous regional Reg A+ offering in another region. In the event of an additional Financing, the rates listed on the MSC site at the time activity by a service provider begins on the additional financing for such offering shall apply.

 

Payment terms.

 

Project management retainer fees will be invoiced monthly by MSC, 15 days prior to the first day of the service period. Cash payment will be due on or before the first day of the service period.

 

MSC technology admin and service fees will be invoiced periodically by MSC, at the close of each period for the previous period. Cash payment will be due 15 days from date of invoice.

 

Listing fees will be invoiced monthly by MSC, at the close of the month for the previous month period. Cash payment will be due 15 days from date of invoice.

 

Back-end service fees will be invoiced monthly by MSC, at the close of the month for the previous month period, with the exception of monthly escrow and platform license fees which will be billed in advance for current month. Cash payment will be due 15 days from date of invoice.

 

Delinquent invoices, 15 days past due, are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. MSC reserves the right to suspend your listing on the MSC Platform and pause advisory services if your account becomes delinquent.

 

4. Confidentiality. Each party acknowledges that, in the course of evaluating the Financing and, it (the “Receiving Party”) may obtain information relating to the other party’s business (the “Disclosing Party”) (all such information the “Confidential Information”). Such Confidential Information shall belong solely to the Disclosing Party. For sake of clarity, information is considered Confidential Information for so long as it has not been made known to the general public by the Disclosing Party or through the rightful actions of a third party, and for so long as the information holds value, as reasonably determined by the Disclosing Party, by virtue of remaining confidential. During the Term and after its termination, the Receiving Party: (a) shall not use, other than as required for the Financing, or disclose Confidential Information without the prior written consent of the Disclosing Party, or unless such Confidential Information becomes part of the public domain without breach of this Agreement by the Receiving Party, its officers, directors, employees or agents; (b) agrees to take all reasonable measures to maintain the Confidential Information in confidence, but not less than those it takes to safeguard its own confidential information; and (c) will disclose the Confidential Information only to those of its employees and consultants as are necessary for the uses licensed hereunder and are bound by obligations of confidentiality. Upon the termination of this Agreement, the Receiving Party shall return or destroy all Confidential Information, as requested by the Disclosing Party.

 

 

 

 2 

 

 

5. Termination. The Agreement has a term of 18 months from execution. Upon any termination of this Agreement, the rights and obligations of the parties hereunder shall terminate, except for the obligations set forth in Sections 3 through 4 and 6-9 (inclusive), which shall survive termination of this Agreement. Part 3b of the MSC Fees cannot be canceled after the Reg A+ offering has commenced to live investors.

 

6. Exclusivity. During the term of this Agreement, the Client will not, and will not permit any security holder, affiliate, advisor or representative of the Client to engage any other party to perform any services or act in any capacity which is related to, or comparable, to the Financing without the prior written approval of MSC.

 

If the Client elects to engage a broker-dealer or other party to raise funds in the Financing, using means outside of the MSC Platform, the Client agrees to compensate MSC as defined in section 3a, 3b, and 3c above, as if the investment transactions were processed through the MSC Platform.

 

7. Indemnification. Client agrees to indemnify and hold harmless MSC and its affiliates, and each of their respective officers, directors, managers, members, partners, employees and agents, and any other persons controlling MSC or any of its affiliates (collectively, “Indemnified Persons”), to the fullest extent lawful, from and against any claims, liabilities, losses, damages, costs and expenses (or any action, claim, suit or proceeding in respect thereof), as incurred, related to or arising out of or in connection with MSC services (whether occurring before, at or after the date hereof) under the Agreement, the Financing or any proposed Financing contemplated by the Agreement or any Indemnified Person’s role in connection therewith (“Losses”), provided, however, that the Client shall not be responsible for any Losses that arise out of or are based on any action of or failure to act by MSC to the extent such Losses are determined, by a final, non-appealable judgment by a court, to have resulted primarily and directly from MSC’s gross negligence or willful misconduct.

 

8. Limitation on Liability. EXCEPT FOR A PARTY’S BREACH OF SECTION 3 OR CLIENT’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM OR LIABILITY IS BASED UPON ANY CONTRACT, TORT, BREACH OF WARRANTY OR OTHER LEGAL OR EQUITABLE THEORY.

 

EXCEPT FOR A PARTY’S BREACH OF SECTION 3 OR CLIENT’S INDEMNIFICATION OBLIGATIONS, THE TOTAL LIABILITY OF EITHER PARTY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE FEES PAID TO MSC. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL FINANCING OF ANY LIMITED REMEDY.

 

9. Independent Contractor. The Client acknowledges and agrees that (i) MSC will act as an independent contractor hereunder, its responsibility is solely owed to the Client and contractual in nature, and MSC does not owe the Client, or any other person or entity (including, without limitation, any security holders, affiliates, creditors or employees of the Client), any fiduciary or similar duty as a result of its engagement hereunder or otherwise; (ii) MSC and its affiliates will not be liable for any losses, claims, damages or liabilities arising out of the actions taken, omissions of or advice given by other parties who are providing services to the Client; (iii) MSC is not an advisor as to legal, tax, accounting or regulatory matters in any jurisdiction; (iv) the Client has consulted, and will consult, as appropriate, with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of this Agreement and the Financings contemplated hereby, and that MSC and its affiliates shall have no responsibility or liability with respect thereto; and (v) the Client is capable of evaluating the merits and risks of such Financings and the fees payable in connection therewith and that it understands and accepts the terms, conditions, and risks of such Financings and fees.

 

10. Dispute Resolution, Mediation, and Arbitration: MSC and the Client shall attempt in good faith to resolve any dispute arising out of or related to this Agreement promptly by negotiation between MSC and a representative of the Client who has authority to settle the controversy on behalf of the Client. Either party may give the other party written notice of any dispute not resolved in the normal course of business. Within five (5) days after delivery of notice of any dispute, the receiving party shall submit to the other a written response. The notice and the response shall include a statement of each party’s position, a summary of arguments supporting that position and shall include a reference to any authority available to support the position. Within fifteen (15) days after delivery of the disputing party’s notice, the parties shall meet in person at a mutually acceptable time and place, or by phone, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute. All reasonable requests for information made by one party to the other will be honored.

 

 

 

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a) Mediation. If the matter has not been resolved within thirty (30) days of the disputing party’s first notice, or if the parties fail to meet within fifteen (15) days, either party may initiate mediation of the controversy or claim before a mediator appointed by the mediation service JAMS. In any event, the parties agree first to try in good faith to settle any dispute by negotiation and mediation before resorting to arbitration or any other dispute resolution procedure.

 

b) Arbitration. If the parties are unable to resolve the matter through mediation within 15 (days) of beginning mediation, then any controversy or claim arising out of or relating to this Agreement or any alleged breach thereof shall be settled by binding arbitration by a single arbitrator appointed by the arbitration service JAMS, and judgment upon the award rendered by the arbitration shall be final and may be entered in any court having jurisdiction. (Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to bar any party hereto from seeking injunctive relief with respect to any controversy or claim arising out of or relating to this Agreement.) The arbitrators shall comply with the commercial arbitration rules of the American Arbitration Association as then in effect. The arbitration shall be conducted, unless the parties otherwise agree, in San Diego, California, United States of America.

 

11. Miscellaneous. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware and all claims shall be exclusively commenced in the state or federal courts located in Wilmington, Delaware. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and may not be amended or modified except in writing signed by each party hereto; provided, however, that if Client agrees to the Platform Terms, the Platform Terms shall govern Client’s use of the MSC Platform and to the extent there is a conflict or inconsistency between this Agreement and the Platform Terms, the Platform Terms shall control. This Agreement may not be assigned by Client hereto without the prior written consent of MSC. Any attempted assignment of this Agreement made without such consent shall be void and of no effect. This Agreement is solely for the benefit of the Client and MSC. If any provision hereof shall be held by a court of competent jurisdiction to be invalid, void or unenforceable in any respect, or against public policy, such determination shall not affect such provision in any other respect nor any other provision hereof. Headings used herein are for convenience of reference only and shall not affect the interpretation or construction of this Agreement. This Agreement may be executed in facsimile or other electronic counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same document. This Agreement has been reviewed by each of the signatories hereto and its counsel. There shall be no construction of any provision against MSC because this Agreement was drafted by MSC, and the parties waive any statute or rule of law to such effect.

 

Please sign below and return to MSC to indicate the Client’s acceptance of the terms set forth herein, and once executed by each of MSC and the Client, this Agreement shall constitute a binding agreement between the Client and MSC as of the date first written above.

 

 

 

Signed: /s/ A. Stone Douglass                   Printed Name: A. Stone Douglass
     
Title:      Chief Executive Officer Telephone: 720-932-8109

 

GeoSolar Technologies, Inc.

1400 16th Street,

16 Market Square, Suite 400,

Denver, CO 80202

 

Signed: /s/ A. Rod Turner                          Printed Name: Rod Turner
     
Title:      CEO Telephone: 720-622-9566

 

 

FundAthena, Inc., D/B/A Manhattan Street Capital, Inc.

5694 Mission Center Road, Suite 602-468
San Diego CA 92108

 

 

 

 

 4 

 

EXHIBIT 6.3

 

GEOSOLAR TECHNOLOGIES, INC.

1624 North Washington Street

Denver, CO 80203

 

January 5, 2021

 

A.Stone Douglass

1313 Torrey Pines Road

 

La Jolla, California 92037

 

 

 

Re:          Employment Terms

 

Dear Stone:

 

GeoSolar Technologies, Inc., a Colorado corporation, whose principal place of business is 1624 North Washington Street, Denver, CO 80203, (the “Company”), is principally engaged in being the leading integrator of zero carbon systems for residential and commercial buildings (the “Business”). The Company recognizes that your talents and abilities are unique, and have been integral to the success of the Company. We believe that a covenant not to compete is essential to the growth and stability of the Business and the Company. The Company wishes to secure your ongoing services and is pleased to offer you the positions of Chief Executive Officer on the following terms and conditions (the “Agreement”).

 

You will be responsible for managing the day-to-day administration and financial operations of the Company as the senior officer, and have full authority and responsibility, subject to the general direction of the Board of Directors of the Company (the “Board”), for formulating policies and administering the affairs of the Company in all respects, and otherwise performing such duties as are customarily performed by the Chief Executive Officer and Chief Financial Officer of companies of similar size and structure to the Company, and will report to the Board (“Duties”). You will work wherever necessary, understanding that you reside in La Jolla, California. Of course, the Company may change your position, duties, and work location from time to time in its discretion.

 

The initial term of employment will begin on January 1, 2021 and end on December 31, 2024 (“Term”). The Term will be extended automatically for one year on January 1, 2025 and each annual anniversary thereof (the “Extension Date”) unless, and until, at least 90 days prior to the applicable Extension Date either you or the Company provides written notice to the other party that this 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 Term). For purposes of this Agreement, the period beginning on January 1, 2021 and ending on the Date of Termination (as hereinafter defined) will be referred to herein as the "Employment Period."

 

During the Employment Period, you will receive a base annual salary of $180,000 (“Base Salary”), payable in accordance with the Company's standard practice for other senior executives. Your base salary is subject to annual review by the Board’s Compensation Committee for discretionary periodic increases in accordance with the Company's compensation policies. You will also be eligible for a discretionary or formula bonus as determined by the Board’s Compensation Committee and be eligible to participate in one or more compensation plan(s) of the Company, subject to the terms and conditions of those plans. A full description of these benefits is available upon request. The Company may change compensation and benefits from time to time in its discretion.

 

As additional compensation, within 30 days of the date this Agreement is executed, you will be granted qualified options to purchase shares of the Company’s common stock at the fair market value as of that date of issuance, which will vest proportionately over a three year period, will be exercisable for ten (10) years, and will provide for a cashless exercise, subject to the usual provisions of the Company’s qualified stock option plan then in effect. Additional options may be issued to you from time to time as approved by the Board’s Compensation Committee and the Board in their sole discretion. Any stock options granted after the effective date of this Agreement as Equity Incentives, may include the following terms and conditions, to the extent expressly approved by the Board’s Compensation Committee.

 

 

 

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You will be entitled to five (5) weeks of paid vacation during each calendar year and time off for all holidays as designated by the Company. Unused vacation time will be paid to you at calendar year end.

 

The Company will provide you with no less than the same type and level of other benefits provided by the Company from time to time to its other executive officers as a group and Board members as a group if these are materially higher than what has been provided to you. These include, but are not limited to, life and health insurance benefits, participation in pension and profit sharing plans, stock option and stock purchase plans, restricted stock grants, stock appreciation rights, and stock warrants.

 

Subject to compliance with the Company’s business expense reimbursement policies, you will be entitled to reimbursement for all reasonable expenses, including meals, telephone, travel, and entertainment, incurred by you in the performance of your Duties. You will maintain records and written receipts as required by federal and state tax authorities to substantiate expenses as an income tax deduction for the Company and will submit vouchers for expenses for which reimbursement is made.

 

As a Company employee, you will be expected to abide by Company rules and policies. As a condition of employment, you must sign and comply with the attached Employee Confidential Information and Inventions Assignment Agreement which prohibits unauthorized use or disclosure of the Company’s proprietary information, among other obligations.

 

In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. You hereby represent that you have disclosed to the Company any contract you have signed that may restrict your activities on behalf of the Company.

 

Your employment shall terminate automatically upon your death during the Employment Period. Additionally, if the Company determines in good faith that you have incurred a Disability, it may give you written notice of its intention to terminate your employment. In such event, your employment with the Company shall terminate effective on the later of (i) the date in the notice, (ii) the day after receipt of such notice by you, or (iii) the date the Disability has been considered to occur (the "Disability Effective Date"), provided that, prior to such date, you will not have returned to full-time performance of your Duties

 

The Company may terminate your employment during the Employment Period for Cause. For purposes of this Agreement, "Cause" shall mean (i) a material breach by you of your Duties (other than as a result of temporary incapacity due to physical or mental illness, or Disability) which is demonstrably willful and deliberate on your part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach; (ii) the conviction of you of a felony; or (iii) a breach of your fiduciary duty to the Company or willful violation in the course of performing your duties for the Company of any law, rule or regulation (other than traffic violation or other minor offenses). (No act or failure to act on your part shall be considered willful unless done or omitted in bad faith and without reasonable belief that the action or omission was in the best interest of the Company.)

 

Your employment may be terminated by you at any time for Good Reason. For purposes of this Agreement, "Good Reason" means:

 

 (i)the assignment to you of any duties inconsistent in a material respect with your position (including status, offices, titles and reporting requirement that you report directly to the Company’s Board), authority, duties or responsibilities or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities in a material respect (including you no longer being the Chief Executive Officer of the Company) that is not consented to by you;
   
(ii)a reduction in your Base Salary, which is more than de minimis;

 

(iii)any failure by the Company to comply with any of the provisions of this Agreement in a material respect;

 

(iv)the Company's requiring you to be based at any office or location other than Southern California;

 

 

 

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(v)a Change of Control; For purposes of this Agreement, "Change in Control" shall mean the occurrence of any of the following events:

 

a.one person or entity (or more than one person or entity acting as a “group” (as that term is defined in Section 409A-3(i)(5)(v)(B) of the Treasury Regulations) acquires legal or beneficial ownership of stock of the Company that, together with the stock held legally or beneficially by such person or group, constitutes more than 45 % of the total fair market value or total voting power of the stock of such corporation; or

 

b.individuals who, as of the date of the signing of this Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of such Board; provided that any individual who becomes a director of the Company subsequent to the date of the signing of this Agreement, whose election, or nomination for election by the Company stockholders, was approved by the vote of at least a majority of the directors then in office shall be deemed a member of the Incumbent Board; or

 

c.the sale of all or substantially all of the Company's assets; or

 

d.the merger of the Company into or consolidation with another entity and, after giving effect to such merger or consolidation, the holders of stock of the Company immediately prior to such merger or consolidation own less than 51% of the stock of the surviving entity after such merger or consolidation.

 

Notwithstanding the above, you shall not have Good Reason if you are involved in a “group” (as defined above) which acquires a substantial portion of the Company's assets or stock. For purposes of Good Reason, any good faith reasonable determination of "Good Reason" made by you shall be conclusive. However, no such event described hereunder shall constitute Good Reason unless you have given written notice to the Company specifying the event relied upon for such termination within 30 days after the occurrence of such event and the Company has not remedied such within 60 days of receipt of such notice. You and the Company, upon mutual written agreement, may waive any of the foregoing provisions which would otherwise constitute Good Reason.

 

During the Employment Period and for a period of two (2) years after the Date of Termination, you will not, directly or indirectly, within a fifty (50) mile radius of any office of the Company (or a consolidated subsidiary) in existence on the Date of Termination, own, manage, be employed by, work for, consult for, be an officer or director of, advise, represent, engage in or carry on any business which competes with the Business of the Company at that time. During the Employment Period and for a period of two (2) years after the Date of Termination, you will not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company (or a consolidated subsidiary) to leave the Company (or a consolidated subsidiary) for any reason whatsoever, or solicit the services of any employee of the Company (or a consolidated subsidiary).

 

Any termination by the Company for Cause, or by you for Good Reason, shall be communicated to the other party by Notice of Termination. For purposes of this Agreement, a "Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon; (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment; and (iii) specifies the Date of Termination. Notice of intent to terminate employment for Good Reason must be provided pursuant to terms provided above related to Good Reason. The failure by you or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of you or the Company hereunder or preclude you or the Company from asserting such fact or circumstance in enforcing your or the Company’s rights hereunder.

 

"Date of Termination" means (i) if your employment is terminated by the Company for Cause, or by you for Good Reason, the date specified in the Notice of Termination as the Date of Termination; (ii) if your employment is terminated by reason of death or Disability, the Date of Termination shall be the date of your death or the Disability Effective Date, as the case may be; and (iii) if your employment is terminated by either party other than for death, Disability, Cause or Good Reason, the date set forth in the notice required is the date the termination is to be effective.

 

 

 

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Severability. If any paragraph or subparagraph of this Agreement is found to be unenforceable, the other paragraphs and subparagraphs shall remain fully valid and enforceable.

 

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without reference to conflicts of law rules.

 

Amendments. This Agreement may be amended only by written agreement signed by each of the Parties.

 

Upon termination of your employment for any reason during the Term of this Agreement, you shall be entitled to Base Salary and all benefits through the Date of Termination, and to exercise then vested stock options in accordance with and to the extent that exercise is approved by the Board’s Compensation Committee. Upon the termination of your employment during the Term of this Agreement by you for Good Reason, or by the Company for any reason other than Cause, you shall in addition be entitled to exercise the option(s) with accelerated vesting if and to the extent that exercise is approved by the Board’s Compensation Committee. In addition, upon the termination of your employment during the Term of this Agreement by you for Good Reason, or by the Company for any reason other the Cause or death, you shall be entitled to receive a lump sum payment equal to three (3) times the sum of (i) your Base Salary as of the Date of Termination, and (ii) your target bonus opportunity under any Incentive Plan in place that executive participates in based on the target bonus opportunity for the year of termination or any other approved bonus arrangement for the year of termination; plus (iii) your spouse and dependent medical, dental and hospital benefits that would continue to be provided at the Company’s expense (either group or individual policy) after employment to the extent described above. The lump sum payment shall be paid no later than thirty days after the Date of Termination in immediately available United States funds. Notwithstanding the preceding provisions, at the Company's sole discretion, the Company may pay the amount determined as a lump sum in 36 equal monthly payments beginning on the first day of the month first following the Date of Termination.

 

You shall be entitled to indemnification and defense by the Company to the full extent allowed by law, subject to and in accordance with the execution of the Company’s customary Indemnification Agreement—as established from time to time by the Board—to protect the Company’s officers and directors in the ordinary and prudent exercise of their duties to the Company —including the benefits of any insurance coverage that the Company may purchase or have in effect. To the extent that any such insurance coverage may not be sufficient or applicable, you shall have the right to reimbursement and indemnification by the Company, in accordance with the Company’s Indemnification Agreement in effect at the time of any relevant loss or claim. Nothing in this Agreement shall be deemed to alter, amend, limit, or vary any of the terms of the Company’s duly approved Indemnification Agreement or its effective date, as modified from time to time within the sole discretion of the Board.

 

You shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise. Except as otherwise provided above with respect to certain welfare benefits, the amount of any payment provided for under this Agreement shall not be reduced by any compensation earned by you as the result of self-employment or employment by another employer or otherwise.

 

Any notice provided for in this Agreement shall be given in writing. Notices shall be effective from the date of receipt if delivered personally to the party to whom notice is to be given, or on the second day after mailing if mailed by first class mail, postage prepaid. Notices shall be properly addressed to the parties at their respective addresses set forth below or to such other address as either party may later specify by notice to the other:

 

GeoSolar Technologies, Inc.

Attn: Corporate Secretary

1624 North Washington Street

Denver, CO 80203

 

If to you:

A.Stone Douglass

1313 Torrey Pines Road

La Jolla, California 92037

 

 

 

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You will not at any time, during or after the term of this Agreement, in any fashion, form, or manner, either directly or indirectly, divulge, disclose, or communicate to any person, firm, or corporation, in any manner whatsoever, any information of any kind, nature, or description concerning any matters affecting or relating to the Business of the Company, including, but not limited to, the names of any of its customers or prospective customers or any other information concerning the Business of the Company, its manner of operation, its plans, its vendors, its suppliers, its advertising, its marketing, its methods, its practices, or any other information of any kind, nature, or description, without regard to whether any or all of the foregoing matters would otherwise be deemed confidential, material, or important; provided, however, that this provision shall not prevent disclosures by you to the extent such disclosures are (i) believed by you, in good faith and acting reasonably, to be in the best interest of the Company, (ii) of information that is public at the time of the disclosure (other than as a result of the your violation of this non-disclosure of information, or (iii) as required by law or legal process (and, if you are required to disclose, you shall provide the Company notice of such to allow the Company the opportunity to contest such disclosure).

 

Normal business hours are from 9:00 a.m. to 5:00 p.m., Monday through Friday. As an exempt salaried employee or independent contractor, you will be expected to work additional hours as required by the nature of your work assignments. You are expected to devote your full time, attention and best efforts to the performance of your Duties, provided, however, it will not be considered a violation of this Agreement for you to serve on corporate, industry, civic or charitable boards or committees, so long as such activities do not materially interfere with the performance of your Duties as an employee of the Company in accordance with this Agreement. The Company shall have the right to deduct from all benefits and/or payments under the Agreement any taxes required by law to be paid or withheld with respect to such benefits or payments.

 

The waiver by one party of a breach of any of the provisions of this Agreement by the other shall not be construed as a waiver of any subsequent breach. In the event of litigation or other dispute resolution proceeding involving the interpretation or enforcement of this Agreement, the prevailing party shall be entitled to recover from the other all fees, costs and expenses incurred in connection therewith, including attorney's fees through appeal. The Agreement shall be construed and enforced in accordance with the laws of the State of Colorado, shall be proper venue for any litigation arising out of this Agreement. The rights and obligations of the Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the Company. This Agreement is a personal employment agreement and the rights, obligations and your interests hereunder may not be sold, assigned, transferred, pledged or hypothecated. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and shall in no way be impaired.

 

This offer is contingent upon a reference check and satisfactory proof of your right to work in the United States. You agree to assist as needed and to complete any documentation at the Company’s request to meet these conditions.

 

This letter, together with your Employee Confidential Information and Inventions Assignment Agreement, forms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other agreements or promises made to you by anyone, whether oral or written. Changes in your employment terms, other than those changes expressly reserved to the Company’s discretion in this letter, require a written modification signed by an officer of the Company.

 

Please sign and date this letter, and the enclosed Employee Confidential Information and Inventions Assignment Agreement and return them to me by January 5th, 2021 if you wish to accept employment at the Company under the terms described above. If you accept our offer, we would like you to start on the initial date of the Term above.

 

We look forward to your favorable reply and to a productive and enjoyable work relationship.

 

 

 

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Sincerely,

 

 

/s/ A. Stone Douglass    
     
     
Understood and Accepted:    
     
     
/s/ A. Stone Douglass   1-5-21
A.    Stone Douglass   Date

 

 

Attachment: Employee Confidential Information and Inventions Assignment Agreement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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EXHIBIT 8.1

 

ESCROW SERVICES AGREEMENT

 

This Escrow Services Agreement (this “Agreement”) is made and entered into as of March __, 2022, by and between Prime Trust, LLC (“Prime Trust” or “Escrow Agent”) and GeoSolar Technologies, Inc. (the “Issuer”).

 

RECITALS

 

WHEREAS, the Issuer proposes to offer for sale and sell securities to prospective investors (“Subscribers”), as disclosed in its offering materials, in a registered offering pursuant to the Securities Act of 1933, as amended, or exemption from registration (i.e. Regulation A+, (the “Offering”), the equity, debt or other securities of the Issuer (the “Securities”) up to the maximum amount of $10,000,000 (the “Maximum Amount of the Offering”).

 

WHEREAS, Issuer desires to establish an Escrow Account in which funds received from Subscribers will be held during the Offering, subject to the terms and conditions of this Agreement.

 

WHEREAS, Prime Trust agrees to serve as third-party escrow agent for the Subscribers with respect to such Escrow Account (as defined below) in accordance with the terms and conditions set forth herein.

 

AGREEMENT

 

NOW THEREFORE, in consideration for the mutual covenants, promises, agreements, representations, and warranties contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties herby agree as follows:

 

1.Establishment of Escrow Account. Prior to the Issuer initiating the Offering, Escrow Agent shall establish an account for the Offering (the “Escrow Account”). All parties agree to maintain the Escrow Account and Escrow Amount (as defined below) in a manner that is compliant with banking and securities regulations. For purposes of communications and directives, Escrow Agent shall be the sole administrator of the Escrow Account.

 

2.Escrow Period. The escrow period (“Escrow Period”) shall begin with the commencement of the Offering and shall terminate in whole or in part upon the earlier to occur of the following:

 

a.The date upon which a determination is made by Issuer and/or their authorized representatives to terminate the Offering; or

 

b.Escrow Agent’s exercise of the termination rights specified in Section 8.

 

During the Escrow Period, the parties agree that (i) the Escrow Account and Escrow Amount will be held for the benefit of the Subscribers, and that (ii) Issuer is not entitled to any funds received into the Escrow Account, and (iii) the Escrow Amount shall become the property of Issuer or any other third-party, or be subject to any debts, liens or encumbrances of any kind, until the contingency has been satisfied by the sale of the Minimum Amount of the Offering to such Subscribers in bona fide transactions that are fully paid and cleared.

 

 

 

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3.Deposits into the Escrow Account. All Subscribers will be directed by the Issuer and its agents to transmit their data and subscription amounts via Escrow Agent’s technology systems (“Issuer Dashboard”), directly to the Escrow Account to be held for the benefit of Subscribers in accordance with the terms of this Agreement and applicable regulations. All Subscribers will transfer funds directly to the Escrow Agent (with checks, if any, made payable to “Prime Trust, LLC as Escrow Agent for GeoSolar Technologies, Inc.) for deposit into the Escrow Account. Escrow Agent shall process all subscription amounts for collection through the banking system (except for virtual currencies), shall hold Escrow Amounts, and shall maintain an accounting of each such subscription amount posted to its ledger, which also sets forth, among other things, each Subscriber’s name and address, the quantity of Securities purchased, and the amount paid. All subscription amounts which have cleared the banking system, or in the case of virtual currencies are confirm as received, are hereinafter referred to as the “Escrow Amount”. No interest shall be paid to Issuer or Subscribers on balances in the Escrow Account. Issuer shall promptly, concurrent with any new or modified subscription agreement (each a “Subscription Agreement”) and/or Offering materials, provide Escrow Agent with a copy of such revised documents and other information as may be reasonably requested by Escrow Agent which is necessary for the performance of its duties under this Agreement. Escrow Agent is under no duty or responsibility to enforce collection of any subscription amounts whether delivered to it or not hereunder. Issuer shall cooperate with Escrow Agent with clearing any and all AML and funds processing exceptions.

 

Funds Hold; Clearing, Settlement and Risk Management Policy: All parties agree that funds are considered “cleared” as follows:

 

*Wires — 24 hours following receipt of funds;
*Checks — 10 days following deposit of funds to the Escrow Account;
*ACH — 10 days following receipt of funds;

*Virtual currencies – upon receipt of coins/tokens or USD upon conversion, as agreed;

*Credit and Debit Cards – 24 hours (one business day) following receipt of funds.

 

For subscription amounts received through ACH transfers, Federal regulations provide Subscribers with a period of up to 60 days following the transaction to recall, cancel or otherwise dispute the transaction. Similarly, subscription amounts processed by credit or debit card transactions are subject to recall, chargeback, cancellation or other dispute for a period of up to 180 days following the transaction. As an accommodation to the Issuer and subject to the terms of this Agreement, Escrow Agent shall make subscription amounts received through ACH fund transfers available starting 10 calendar days following receipt by Escrow Agent of the subscription amounts and 24 hours following receipt of funds for credit and debit card transactions.

 

Notwithstanding the foregoing, all cleared subscription amounts remain subject to internal compliance review in accordance with internal procedures and applicable rules and regulations. Escrow Agent reserves the right to deny, suspend or terminate participation in the Escrow Account of any Subscriber to the extent Escrow Agent, in its sole and absolute discretion, deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with laws, rules, regulations or best practices. Prime Trust reserves the right to limit, suspend, restrict (including increasing clearing periods) or terminate the use of ACH, credit card and/or debit card transactions at its sole discretion. Without limiting the indemnification obligations under Section 11 of this Agreement, Issuer agrees that it will immediately indemnify, hold harmless and reimburse the Escrow Agent for any fees, costs or liability whatsoever resulting or arising from funds processing failures, including without limitation chargebacks, recalls or other disputes. Issuer acknowledges and agrees that the Escrow Agent shall not be responsible for or obligated to pursue collection of any funds from Subscribers.

 

4.Disbursements from the Escrow Account. In the event Escrow Agent does not receive the Minimum Amount of the Offering prior to the termination of the Escrow Period, Escrow Agent shall terminate the Escrow Account and make a full and prompt return of cleared funds to each Subscriber to the Offering.

 

In the event Escrow Agent receives cleared funds for at least the Minimum Amount of the Offering prior to the termination of the Escrow Period, and for any point thereafter and Escrow Agent receives a written instruction from Issuer (generally via notification on the Issuer Dashboard), Escrow Agent shall, pursuant to those instructions, make a disbursement to the Issuer from the Escrow Account. Issuer acknowledges that there is a 24-hour (one business day) processing time once a request has been received to disburse funds from the Escrow Account. Furthermore, Issuer directs Escrow Agent to accept instructions regarding fees from registered securities brokers in the syndicate, if any, or from the API integrated platform or portal through which this Offering is being conducted, if any.

 

 

 

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5.Collection Procedure. Escrow Agent is hereby authorized, upon receipt of Subscriber funds, to promptly deposit them in the Escrow Account. Any Subscriber funds which fail to clear or are subsequently reversed, including but not limited to chargebacks, wire recalls or otherwise disputed, shall be debited to the Escrow Account, with such debits reflected on the Escrow Account ledger accessible via Escrow Agent’s API or Issuer Dashboard as a non-exclusive remedy. Any and all escrow fees paid by Issuer, including those for funds processing are non- refundable, regardless of whether ultimately cleared, failed, rescinded, returned or recalled. In the event of any Subscriber refunds, returns or recalls after funds have already been remitted to Issuer, Issuer hereby irrevocably agrees to immediately and without delay or dispute send equivalent funds to Escrow Agent to cover such refunds, returns or recalls. If Issuer has any dispute or disagreement with its Subscriber then that is separate and apart from this Agreement and Issuer will address such situation directly with said Subscriber, including taking whatever actions Issuer determines appropriate, but Issuer shall regardless remit funds to Escrow Agent and not involve Escrow Agent in any such disputes.

 

6.Escrow Administration Fees, Compensation of Prime Trust. Escrow Agent is entitled to escrow administration fees from Issuer as set forth in Schedule A attached hereto as displayed on the Issuer Dashboard. All fees are charged immediately upon receipt of this Agreement and then immediately as they are incurred in Escrow Agent’s performance hereunder and are not contingent in any way on the success or failure of the Offering or transactions contemplated by this Agreement. No fees, charges or expense reimbursements of Escrow Agent are reimbursable, and are not subject to pro-rata analysis. All fees and charges, if not paid by a representative of Issuer (e.g. funding platform, lead syndicate broker, etc.), may be made via either Issuers credit/debit card or ACH information on file with Escrow Agent. Issuer shall at all times maintain appropriate funds in their account for the payment of escrow administration fees. Escrow Agent may also collect its fee(s), at its option, from any other account held by the Issuer at Prime Trust. It is acknowledged and agreed that no fees, reimbursement for costs and expenses, indemnification for any damages incurred by Issuer or Escrow Agent shall be paid out of or chargeable to the Escrow Amount.

 

7.Representations and Warranties. The Issuer covenants and makes the following representations and warranties to Escrow Agent:

 

a.It is duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

 

b.This Agreement and the transactions contemplated thereby have been duly approved by all necessary actions, including any necessary shareholder or membership approval, has been executed by its duly authorized officers, and constitutes a valid and binding agreement enforceable in accordance with its terms.

 

c.The execution, delivery, and performance of this Agreement is in accordance with the agreements related to the Offering and will not violate, conflict with, or cause a default under its articles of incorporation, bylaws, management agreement or other organizational document, as applicable, any applicable law, rule or regulation, any court order or administrative ruling or decree to which it is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement, including the agreements related to the Offering, to which it is a party or any of its property is subject.

 

d.The Offering shall contain a statement that Escrow Agent has not investigated the desirability or advisability of investment in the Securities nor approved, endorsed or passed upon the merits of purchasing the Securities; and the name of Escrow Agent has not and shall not be used in any manner in connection with the Offering of the Securities other than to state that Escrow Agent has agreed to serve as escrow agent for the limited purposes set forth in this Agreement.
   
 e.No party other than the parties hereto has, or shall have, any lien, claim or security interest in the Escrow Amount or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Amount or any part thereof.

 

 

 

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f.It possesses such valid and current licenses, certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct its respective businesses, and it has not received any notice of proceedings relating to the revocation or modification of, or non-compliance with, any such license, certificate, authorization or permit.

 

g.Unless otherwise disclosed and approved by the Escrow Agent, the Issuer’s business activities are in no way related to cannabis, gambling, adult entertainment or firearms.

 

h.The Issuer and the Offering comply in all material respects with all applicable laws, rules and regulations.

 

The representations and warranties contained herein are true and complete as of the date hereof and will be true and complete at the time of each disbursement of Escrow Amount.

 

8.Term and Termination. This Agreement will remain in full force during the Escrow Period and shall terminate upon the following:

 

a.As set forth in Section 2.

 

b.Termination for Convenience. Any party may terminate this Agreement at any time for any reason by giving at least thirty (30) days’ written notice.

 

c.Escrow Agent’s Resignation. Escrow Agent may unilaterally resign at anytime without notice by giving written notice to Issuer, whereupon Issuer will immediately appoint a successor escrow agent.

 

Until a successor escrow agent accepts appointment or until another disposition of the subject matter has been agreed upon by the parties, following such resignation notice, Escrow Agent shall be discharged of all of its duties hereunder save to keep the subject matter whole.

 

9.Binding Arbitration, Applicable Law, Venue, and Attorney’s Fees. This Agreement is governed by, and will be interpreted and enforced in accordance with the laws of the State of Nevada, as applicable, without regard to principles of conflict of laws. Any claim or dispute arising under this Agreement may only be brought in arbitration, pursuant to the rules of the American Arbitration Association, with venue in Clark County, Nevada. The parties consent to this method of dispute resolution, as well as jurisdiction, and consent to this being a convenient forum for any such claim or dispute and waives any right it may have to object to either the method or jurisdiction for such claim or dispute. Furthermore, the prevailing party shall be entitled to recover damages plus reasonable attorney’s fees and costs and the decision of the arbitrator shall be final, binding and enforceable in any court.

 

10.Limited Capacity of Escrow Agent. This Agreement expressly and exclusively sets forth the duties of Escrow Agent with respect to any and all matters pertinent hereto, and no implied duties or obligations shall be read into this Agreement against Escrow Agent. Escrow Agent acts hereunder as an escrow agent only and is not associated, affiliated, or involved in the business decisions or business activities of Issuer, portal, or Subscriber. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of this Agreement or any part thereof, or for the form of execution thereof, or for the identity or authority of any person executing or depositing such subject matter. Escrow Agent shall be under no duty to investigate or inquire as to the validity or accuracy of any document, agreement, instruction, or request furnished to it hereunder, including, without limitation, the authority or the identity of any signer thereof, believed by it to be genuine, and Escrow Agent may rely and act upon, and shall not be liable for acting or not acting upon, any such document, agreement, instruction, or request. Escrow Agent shall in no way be responsible for notifying, nor shall it be responsible to notify, any party thereto or any other party interested in this Agreement of any payment required or maturity occurring under this Agreement or under the terms of any instrument deposited herewith. Escrow Agent’s entire liability, and Issuer’s exclusive remedy, in any cause of action based on contract, tort, or otherwise in connection with any services furnished pursuant to this Agreement shall be limited to the total fees paid to Escrow Agent by Issuer. The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

 

 

 

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11.Indemnity. Issuer agrees to defend, indemnify and hold harmless Escrow Agent and its related entities, directors, employees, service providers, advertisers, affiliates, officers, agents, and partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any loss, liability, claim, or demand, including attorney’s fees (collectively “Expenses”), made by any third party due to or arising out of (i) this Agreement or a breach of any provision in this Agreement, or (ii) any change in regulation or law, state or federal, and the enforcement or prosecution of such as such authorities may apply to or against Issuer. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Issuers business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Issuer agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations.

 

12.Entire Agreement, Severability and Force Majeure. This Agreement contains the entire agreement between Issuer and Escrow Agent regarding the Escrow Account. Neither party shall be responsible for any failure to perform due to acts beyond its reasonable control, including acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes.

 

13.Escrow Agent Compliance. Escrow Agent may, at its sole discretion, comply with any new, changed, or reinterpreted regulatory or legal rules, laws or regulations, law enforcement or prosecution policies, and any interpretations of any of the foregoing, and without necessity of notice, Escrow Agent may (i) modify either this Agreement or the Escrow Account, or both, to comply with or conform to such changes or interpretations or (ii) terminate this Agreement or the Escrow Account or both if, in the sole and absolute discretion of Escrow Agent, changes in law enforcement or prosecution policies (or enactment or issuance of new laws or regulations) applicable to the Issuer might expose Escrow Agent to a risk of criminal or civil prosecution, and/or of governmental or regulatory sanctions or forfeitures if Escrow Agent were to continue its performance under this Agreement. Furthermore, all parties agree that this Agreement shall continue in full force and be valid, unchanged and binding upon any successors of Escrow Agent. Changes to this Agreement will be sent to Issuer via email. Escrow Agent may act or refrain from acting in respect of any matter referred to in this Escrow Agreement in full reliance upon and by and with the advice of its legal counsel and shall be fully protected in so acting or in refraining from acting upon advice of counsel. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder, the Escrow Agent shall be entitled to (i) refrain from taking any action other than to keep safe the Escrow Amounts until directed otherwise by a court of competent jurisdiction or, (ii) interplead the Escrow Amount to a court of competent jurisdiction.

 

14.Waivers. No waiver by any party to this Agreement of any condition or breach of any provision of this Agreement will be effective unless in writing. No waiver by any party of any such condition or breach, in any one instance, will be deemed to be a further or continuing waiver of any such condition or breach or a waiver of any other condition or breach of any other provision contained in this Agreement.

 

15.Notices. Any notice to Escrow Agent is to be sent to escrow@primetrust.com. Any notices to Issuer to GeoSolar Tecnologies, Inc. 1400 16th Street, Ste 400, Denver, CO 80202.

 

 

 

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Any party may change their notice or email address giving notice thereof in accordance with this Paragraph. All notices hereunder shall be deemed given: (1) if served in person, when served; (2) if sent by facsimile or email, on the date of transmission if before 6:00 p.m. Eastern time, provided that a hard copy of such notice is also sent by either a nationally recognized overnight courier or by U.S. Mail, first class; (3) if by overnight courier, by a nationally recognized courier which has a system of providing evidence of delivery, on the first business day after delivery to the courier; or (4) if by U.S. Mail, on the third day after deposit in the mail, postage prepaid, certified mail, return receipt requested. Furthermore, all parties hereby agree that all current and future notices, confirmations and other communications regarding this Agreement specifically, and future communications in general between the parties, may be made by email, sent to the email address of record as set forth above or as otherwise from time to time changed or updated in Issuer Dashboard, directly by the party changing such information, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically-sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients’ spam filters by the recipients email service provider or technology, or due to a recipients’ change of address, or due to technology issues by the recipients’ service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to Issuer, including statements, and if such documents are desired then that party agrees to directly and personally print, at their own expense, the electronically-sent communication(s) or dashboard reports and maintaining such physical records in any manner or form that they desire. By signing this Agreement electronically, Issuer explicitly agrees to this Agreement and to receive documents electronically, including your copy of this signed Agreement as well as ongoing disclosures, communications and notices.

 

16.Counterparts; Facsimile; Email; Signatures; Electronic Signatures. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which, taken together, will constitute one and the same instrument, binding on each signatory thereto. This Agreement may be executed by signatures, electronically or otherwise, and delivered by email in .pdf format, which shall be binding upon each signing party to the same extent as an original executed version hereof.

 

17.Substitute Form W–9: Section 6109 of the Internal Revenue Code requires Issuer to provide the correct Taxpayer Identification Number (TIN). Under penalties of Perjury, Issuer certifies that: (1) the tax identification number provided to Escrow Agent is the correct taxpayer identification number and (2) Issuer is not subject to backup withholding because: (a) Issuer is exempt from backup withholding, or, (b) Issuer has not been notified by the Internal Revenue Service that it is subject to backup withholding. Issuer agrees to immediately inform Escrow Agent in writing if it has been, or at any time in the future is, notified by the IRS that Issuer is subject to backup withholding.

 

18.Invalidity. Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.
19.Survival. Even after this Agreement is terminated, certain provisions will remain in effect, including but not limited to Sections 3, 4, 5, 10, 11, 12 and 14 of this Agreement. Upon any termination, Escrow Agent shall be compensated for the services as of the date of the termination or removal.

 

[Signature Page Follows]

 

 

 

 6 

 

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 

GeoSolar Technologies, Inc., as Issuer

 

By: _________________________Name: _______________Title: _____________________

 

 

Prime Trust, LLC, as Escrow Agent

 

By: _________________________Name: _______________Title: _____________________

 

 

 

 

 7 

 

 

Schedule A

Escrow Agent Fees [Attached And Posted on Dashboard]

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 8 

EXHIBIT 11.1

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the inclusion in this Offering Statement on Form 1-A of our report dated March 31, 2022 with respect to the audited financial statements of GeoSolar Technologies, Inc. (“the Company”) as of December 31, 2020 and 2021 and the related statements of operations, stockholders’ equity and cash flows for the period from December 2, 2020 (inception) through December 31, 2020 and the year ended December 31, 2021. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

 

We also consent to the references to us under the heading “Experts” in such Registration Statement.

 

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

April 14, 2022

 

EXHIBIT 11.2

 

CONSENT OF ATTORNEYS

 

Reference is made to the Offering Statement of GeoSolar Technologies, Inc., whereby the Company proposes to sell shares of its common stock. Reference is also made to Exhibit 12.1 included as part of this Offering Statement relating to the validity of the securities proposed to be sold.

 

We hereby consent to the use of our opinion concerning the validity of the securities proposed to be issued and sold.

 

 

Very truly yours, 

 

HART & HART, LLC 

 

/s/ William T. Hart 

 

 

Denver, Colorado

April 14, 2022

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 12.1

 

HART & HART, LLC

ATTORNEYS AT LAW

1624 Washington Street

Denver, CO 80203

________

Email: harttrinen@aol.com

Facsimile: (303) 839-5414

(303) 839-0061

 

April 14, 2022

 

GeoSolar Technologies, Inc.

1400 16th Street, Ste 400,

Denver, CO 80202

 

This letter will constitute our opinion upon the legality of the sale by GeoSolar Technologies, Inc., a Colorado corporation, (the “Company”), of up to 10,000,000 shares of common stock all as referred to in the Company's Offering Statement and Offering Circular filed with the Securities and Exchange Commission pursuant to Regulation A.

  

We have examined the Certificate of Incorporation, the Bylaws and the minutes of the Board of Directors of the Company, the applicable laws of the State of Colorado, and a copy of the Company's Offering Statement and Offering Circular. Based upon the foregoing, in our opinion the shares of common stock mentioned above, when sold in the manner described in the Company's Offering Statement and Offering Circular, will be legally issued and these shares will represent fully paid and non-assessable shares of the Company's common stock. 

 

Very truly yours,

 

HART & HART, LLC

 

/s/ William T. Hart

 

William T. Hart