FORM 10-K FOR 2024

 GEOSOLAR TECHNOLOGIES, INC. 10-K

 Table
of Contents

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act Of 1934

 For the year ended December 31, 2024

Transition Report Under Section 13 or 15(d) of the Securities Exchange Act Of 1934

 For the transition period from __________ to __________

 Commission File Number:
 000-56721

 GEOSOLAR TECHNOLOGIES, INC.

 (Exact name of registrant as specified in its charter)

 Colorado

 85-4106353

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 1400 16th Street, Ste 400, Denver,
CO 80202

 Address of principal executive offices

 (720) 932-8109

 (Registrant's telephone number, including
area code)

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class

 Trading Symbol

 Name of each exchange on which registered

 None

 N/A

 N/A

 Securities registered pursuant to Section 12(g) of the Act: Common
Stock, $0.0001 par value

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
 No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
 No

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No

has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
 No

 Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.

is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "non-accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. Yes No

is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
 No

 The aggregate market value of the voting and non-voting
common equity held by non-affiliates as of June 30, 2024 was approximately $8,320,000.

 State the number of shares outstanding of
each of the registrant's classes of common equity, as of the latest practicable date: 65,662,040
shares of common stock as of April 10, 2025.

 Page

 Item 1 Business

 Item 1A Risk Factors

 Item 1C Cybersecurity

 Item 2 Properties

 Item 3 Legal Proceedings

 Item 4 Mine Safety Disclosures

 Item 5 Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Item 6 Selected Financial Data

 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A Qualitative and Qualitative Disclosures about Market Risk

 Item 8 Financial Statements

 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A Controls and Procedures

 Item 9B Other Information

 Item 9C Disclosures regarding foreign jurisdictions that prevent inspections

 Item 10 Directors, Executive Officers and Corporate Governance

 Item 11 Executive Compensation

 Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13 Certain Relationships and Related Transactions and Director Independence

 Item 14 Principal Accountant Fees and Services

 Item 15 Exhibits and Financial Statement Schedules

 Item 16 Form 10-K Summary

 i

 Forward-Looking Statements

 Certain statements, other than purely historical
information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results,
and the assumptions upon which those statements are based, are "forward-looking statements." These forward-looking statements
generally are identified by the words "believes," "projects," "expects," "anticipates,"
"estimates," "intends," "strategy," "plan," "may," "will," "would,"
"will be," "will continue," "will likely result," and similar expressions. Forward-looking statements
are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ
materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently
uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include,
but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition,
and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements.

 Other uncertainties that could
affect the accuracy of forward-looking statements include:

 Technological changes in the solar energy industry;

 Our operating costs and other costs of doing business;

 Access to and availability of materials, equipment, supplies, labor and supervision, power and water;

 Results of current and future feasibility studies;

 The level of demand for our solar energy systems;

 Changes in our business strategy, plans and goals; and

 Acts of God such as floods, earthquakes, and any other natural disasters.

 This list, together with the
factors identified in the Risk Factors section of this report, is not exhaustive of the factors that may affect any of our forward-looking
statements. You should read this report completely and with the understanding that our actual future results may be materially different
from what we expect. These forward-looking statements represent our beliefs, expectations, and opinions only as of the date of this report.
We do not intend to update these forward-looking statements except as required by law. We qualify all of our forward-looking statements
by these cautionary statements.

 ITEM 1.

 BUSINESS

 We were incorporated in Colorado
on December 2, 2020 and acquired all rights to the GSP system on March 9, 2021 in return for the issuance of 10,000,000 shares of our
common stock to Fourth Wave Energy, Inc. Fourth Wave distributed ("Spun-Off") these shares to its shareholders based
on approximately one share of the Company's common stock for every four shares held by a Fourth Wave shareholder.

 The Company also assumed all
liabilities (approximately $380,000) associated with consulting agreements previously signed by Fourth Wave.

 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.
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 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 22%, according to the Solar Energy Industries Association (SEIA). 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 179 gigawatts (GW) of solar capacity installed nationwide, enough to power 33 million homes.

 The cost to install solar
has dropped by more than 40% over the last decade, leading the industry to expand into new markets and deploy thousands of systems nationwide.

 Solar has ranked first or
second in new electric capacity additions in each of the last years. Solar's increasing competitiveness against other technologies
has allowed it to quickly increase its share of total U.S. electrical generation. An average-sized residential system has dropped from
a pre-incentive price of $40,000 in 2010 to roughly $25,000 today, while recent utility-scale prices range from $16/MWh - $35/MWh, competitive
with all other forms of generation according to the SEIA.

 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 SmartGreen Home System

 The Company has developed,
field tested and filed a patent application for a whole-home turnkey sustainable energy product branded as the SmartGreen Home
system (formerly known as the GSP system) that the management team believes has significant advantages in the retrofit of existing carbon
powered homes to clean electric.

 The SmartGreen Home
system ("SGH") is based on integration of the latest clean energy technology, including solar, geothermal, high-performance
heat pumps, and other clean- energy technologies into one fully integrated system that can even include the electric vehicle.

 The Company's management
believes that many of the 125 million homes currently powered by carbon will be converted to electricity over the next decade.

 The urgency of the climate
crisis and the new $360 billion Inflation Reduction Act (IRA) bill have dramatically accelerated the shift to all-electric homes. This
is emerging as one of the fastest growing segments of the decarbonization movement and represents a multibillion-dollar market opportunity.

 The Company is launching a
marketing/public relations introduction of the SGH system in Colorado in the first quarter with expansion into Arizona and Nevada in the
second quarter for the purpose of introducing the SGH system to homeowners.

 We believe the SGH system
represents the way all new and millions of existing homes will be powered in the near future.

 Rendering of the SmartGreen Home System

 The Company's management believes the
movement to all electric homes is emerging as the fastest growing segment of the decarbonization movement and represents a multibillion-dollar
market opportunity.

 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.

 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 the
Company is launching.

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

 The SmartGreen Home
system is powered by solar electric powered by photovoltaics and is managed with advanced energy management controls. It includes:

 Geothermal ground-sourced heating and cooling

 Highly efficient two-way heat pumps that heat and cool.

 LED lighting

 Solar energy for hot water heating

 Improved insulation and whole hole air tightening

 Advanced air filtration and ventilation

 An AI controlled control system that manages the entire system

 We
estimate that the removal of an existing HVAC system and the installation of the SmartGreen Home system will be approximately $65,000
after tax credits and require approximately 20 days to complete.

 We believe the installation
of the SmartGreen Home system:

 will result in a more valuable, cleaner and healthier home,

 is highly economic for the homeowner, and

 represents an important advancement in the way homes are cooled, heated and powered

 SmartGreen Buildings

 In addition to the home market segment, the Company
is preparing to enter the commercial market to provide a similar model and services as the SmartGreen Home for small and medium
sized apartment buildings, office buildings, golf courses, schools, government buildings, and more to modern and sustainable green energy
sources. The strategy will leverage the Company's SmartGreen platform leveraging a combination of geothermal wells with solar
and air purification systems to deliver a whole building approach that will lead to reduced energy costs and healthier apartments, offices,
and the environment.

 Beyond the quality of life improvements that cleaner buildings provide
(including healthier employees/tenants) the Company's home base of Denver has become one of the first major cities to adopt a carbon
tax on older carbon-dependent buildings. The Company believes it is positioned to help these building owners and their commercial buildings
decarbonize ahead of planned 2025 fines. The ordinance, known as Energize Denver is focused on the lowering of carbon emissions and electrification
of older Denver buildings with a grand vision of 40,000 buildings reaching zero-emissions by 2030.

 Geothermal Heat Pump Overview

 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 SmartGreen
Home 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.

 Example of Geothermal Heating and Cooling Diagram as Used In The
SmartGreen Home

 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.

 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 BTUs 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.

 The Company's management
believes the movement to all electric homes is emerging as the fastest growing segment of the decarbonization movement and represents
a multibillion-dollar market opportunity.

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

 We believe the SmartGreen
Home system represents an important advancement in the way homes are cooled, heated and powered and that the market for the SmartGreen
Home system is substantial.

 Homeowners also have the option
for an air-sourced heat pump, which does not require drilling (saving $30,000 or more) and we believe that current pricing trends will
make these as cost-effective as a furnace or central air replacement during its normal replacement lifespan.

 SmartGreen OS

 The Company has made a
sizable investment in building a platform that integrates our system and makes it easier to execute the planning process of a SmartGreen
retrofit, for both our engineers and homeowners. We call this platform SmartGreen OS. SmartGreen OS is the cutting-edge
platform powering GeoSolar Technologies, transforming how homes and businesses adopt and manage clean energy solutions. Designed to simplify
the journey to energy independence and sustainability, SmartGreen OS streamlines project execution, enhances customer engagement,
and maximizes energy efficiency through AI-driven intelligence. The Company filed for a patent on this platform in November 2024.

 Sales and Marketing

 The renewable energy and efficiency
market involves suppliers, distributors, manufacturers, and contractors; therefore, we plan to establish and maintain 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.

 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.

 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 (and its design),
SmartGreen Home, 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 review with the United States Patent and Trademark Office.

 Additionally, on November
27, 2024, we filed a patent application titled "Energy System Analysis, Planning, Installation Scheduling, and Management"
for the platform we refer to as SmartGreen OS. The functions of this system are mentioned earlier in this filing. This application is
currently in review with the United States Patent and Trademark Office.

 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.

 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.

 Other Information

 As of the date of this report,
we had three employees. It is expected that we will expand our management team significantly upon the receipt of additional funding.

 Our offices are located at
1400 16 th Street, Ste. 400, Denver, CO 80202 under a renewable month to month lease at a cost of approximately $300 per month.

 As of the date of this report
we were in the development stage and had not generated any material revenue.

 ITEM 1A.

 RISK FACTORS

 Investing in our common stock
involves certain risks, including those described below, which could adversely affect the value of the Company's common stock.
The Company does not make, nor has it authorized any other person to make, any representation about the future market value of the Company's
common stock or warrants. In addition to the other information contained in this report, the following factors should be considered
carefully in evaluating an investment in the Company's securities.

 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 report. 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 report,
the Company had performed four SmartGreen Home retrofits. The first SmartGreen Home 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. The remaining were performed in 2024 as we exited our R&D phase and entered production. There can be no assurance that the
Company will generate any material profit from the sale of the Company's SmartGreen Home.

 We have a history of losses and have just begun
generating revenue.

 During the year ended December
31, 2024, we had a net loss of $1,537,893. Since our inception (December 2, 2020) through December 31, 2024, we have generated only limited
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. 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 systems 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 2032. 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 SmartGreen Home system to the homeowner will increase significantly.

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

 We will use subcontractors
to install our SmartGreen Home 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 SmartGreen Home
system, there are no assurances the patents will be issued.

 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 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 report there was only
a limited public market for our common stock.

 Our common stock began trading
in the over-the-counter market on November 20, 2023. Since then, there has only been a limited market in our common stock. As a result,
you may be unable to sell your shares of our common stock.

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

 T rades
of t he Company's common stock are 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.

 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, holders
of our common stock 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.

 We are dependent on our management team and
the loss of any of these individuals would harm our business.

 Our future success depends
largely upon the management experience, skill, and contacts of our officers and directors. The loss of the services of either of these
officers, whether as a result of death, disability or otherwise, may have a material adverse effect upon our business.

 We may issue shares of preferred stock that
would have a liquidation preference to our common stock.

 Our articles of incorporation
currently authorize the issuance of 20,000,000 shares of our preferred stock. The board has the power to issue shares without shareholder
approval, and such shares can be issued with such rights, preferences, and limitations as may be determined by our board of directors.
The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of any holders of preferred
stock that may be issued in the future. We presently have no commitments or contracts to issue any shares of preferred stock. Authorized
and unissued preferred stock could delay, discourage, hinder or preclude an unsolicited acquisition of our company, could make it less
likely that shareholders receive a premium for their shares as a result of any such attempt, and could adversely affect the market prices
of, and the voting and other rights, of the holders of outstanding shares of our common stock.

 ITEM 1C.

 CYBERSECURITY

 Risk
and Management

 Companies such as ours face
a variety of risks, including financial reporting, legal, credit, liquidity, operational, health, safety and cybersecurity risks. The
Board believes an effective risk management system will (1) identify the material risks that we face in a timely manner, (2) communicate
necessary information with respect to material risks to senior executives and, as appropriate, to our directors (3) implement or oversee
implementation of appropriate and responsive risk management and mitigation strategies consistent with our risk profile, and (4) integrate
risk management into our decision-making.

 Our Board oversees risk management
after receiving briefings from advisors and also based on its own analysis and conclusions regarding the adequacy of our risk management
processes. The Board continuously evaluates and manages material risks including geopolitical and enterprise risks, financial risks,
environmental risks, health and safety risks and cybersecurity risks.

 Daniel Chartock, our Chief
Growth Officer and Executive Vice President of Operations, is responsible for assessing and managing cybersecurity risks. Mr. Chartock
is experienced in assessing and managing cybersecurity risks due to his 30+ years in information technology consulting.

 To date we have not experienced
any cybersecurity threats and any risks from cybersecurity threats have not materially affected, and are not reasonably likely to materially
affect, our business strategy, results of operations, or financial condition.

 ITEM 2.

 PROPERTIES

 None.

 ITEM 3.

 LEGAL PROCEEDINGS

 None.

 ITEM 4.

 MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our common stock began trading
on the "Current Pink" platform maintained by the OTC Markets Group under the trading symbol "GSLR" on November
20, 2023.

 Shown below is the range of
high and low closing prices for our common stock as reported by the OTC Markets Group for the periods presented:

 Quarter Ended

 High

 Low

 December 31, 2023

 $0.25

 $0.05

 March 31, 2024

 $0.43

 $0.05

 June 30, 2024

 $0.20

 $0.03

 September 30, 2024

 $0.16

 $0.01

 December 31, 2024

 $0.03

 $0.004

 Holders of our common stock
are entitled to receive dividends as may be declared by the Board of Directors. Our Board of Directors is not restricted from
paying any dividends but is not obligated to declare a dividend. No cash dividends have ever been declared and it is not anticipated that
cash dividends will ever be paid. We currently intend to retain any future earnings to finance future growth. Any future determination
to pay dividends will be at the discretion of our directors and will depend on our financial condition, results of operations, capital
requirements and other factors the board of directors considers relevant.

 Our Articles of Incorporation
authorize the Board of Directors to issue up to 20,000,000 shares of preferred stock. The provisions in the Articles of Incorporation
relating to the preferred stock allow our directors to issue preferred stock with multiple votes per share and dividend rights, which
would have priority over any dividends paid to the holders of our common stock. The issuance of preferred stock with these rights may
make the removal of management difficult even if the removal would be considered beneficial to shareholders generally, and will have the
effect of limiting shareholder participation in certain transactions such as mergers or tender offers if these transactions are not favored
by management.

 As of the date of this report,
we had approximately 200 shareholders of record and 65,662,040 outstanding shares of common stock.

 Other Shares Which May Be Issued

 The following table lists
additional shares of our common stock which may be issued as the result of the conversion of notes or the exercise of outstanding options
or warrants:

 Number of Shares

 Note Reference

 Senior convertible notes payable

 16,766,121

 Note 5

 Stock warrants

 1,000,000

 Note 6

 Stock options

 10,350,000

 Note 6

 Shares Available for Sale Pursuant to Rule 144

 As of the date of this report,
we had 65,662,040 outstanding shares of common stock, of which approximately 55,350,000 shares were available for sale pursuant to Rule
144 of the Securities and Exchange Commission. Rule 144 provides, in essence, that a person who is not affiliated with the Company may,
after six months from the date of acquisition, sell restricted securities without restriction, provided the Company files 10-K and 10-Q
reports with the Securities and Exchange Commission and is current in its filings with the SEC.

 ITEM 6.

 SELECTED FINANCIAL DATA

 Not
applicable.

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 We were incorporated in Colorado
on December 2, 2020. We are currently in the development stage and have earned only limited revenues.

 Results of Operations

 Material changes in the line
items in our Statement of Operations for the year ended December 31, 2024 as compared to the same period last year, are discussed below:

 Item

 Increase (I) or Decrease (D)

 Reason

 Revenue

 I

 Increase due to sales from two customers in 2024.

 General and Administrative Expenses

 D

 Decrease
in stock based compensation

 Interest Expense

 I

 Increase
due to outstanding interest bearing debt

 The factors that will most
significantly affect future operating results are:

 Timing of raising capital to fund future product development and customer acquisition

 Supply chain cost increases and timing issues

 Competition

 Ability to find workers

 Other than the foregoing we
do not know of any trends, events or uncertainties that have had, or are reasonably expected to have, a material impact on our revenues
or expenses.

 Liquidity and Capital Resources

 As of December 31, 2024, we
had cash of $9,943 and a working capital deficit of $4,908,696. We have financed our cash requirements from the sale of common stock and
by loans from non-affiliated third parties.

 Our sources and (uses) of
cash for the years ended December 31, 2024 and 2023 were:

 2024

 2023

 $

 $

 Cash used in operations

 (63,929
)

 (276,079
)

 Proceeds from advances

 –

 39,300

 Repayment of advances

 –

 (39,300
)

 Proceeds from advances, related party

 3,495

 –

 Repayment of advances, related party

 (3,200
)

 (1,595
)

 Repayment of note payable

 (11,691
)

 (11,378
)

 Proceeds from sale of convertible notes

 –

 240,000

 Proceeds from sale of common stock and warrants

 80,000

 40,000

 The funding we require may
be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of
our shareholders. There is no assurance that we will be able to maintain operations at a level sufficient for investors to obtain a return
on their investment in our common stock. Further, we may continue to be unprofitable.

 Other than as disclosed above,
we do not anticipate any material capital requirements for the twelve months ending March 31, 2026.

 Other
than as disclosed above, we do not know of any trends, demands, commitments, events or uncertainties that will result in, or that are
reasonable likely to result in, our liquidity increasing or decreasing in any material way.

 Other than as disclosed above,
we do not know of any significant changes in our expected sources and uses of cash.

 We do not have any commitments
or arrangements from any person to provide us with any equity capital.

 Contractual Commitments
and Obligations

 As of December 31, 2024, we
did not have any material contractual commitments or obligations.

 Off-Balance
Sheet Arrangements

 None.

 Significant Accounting
Policies

 For a discussion of our significant
accounting policies please see Note 2 to the financial statements included as part of this report. Management determined there
were no critical accounting policies.

 Critical Accounting
Policies

 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 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. Management determined there were
no critical accounting estimates.

 Going Concern

 The consolidated financial
statements accompanying this report have been prepared on a going concern basis, which assumes that we will be able to meet our obligations
and continue our operations for our next fiscal year. Realization values may be substantially different from carrying values as shown
and the consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification
of assets and liabilities should we be unable to continue as a going concern. At December 31, 2024, we have had only limited revenue and
have not yet achieved profitable operations and expect to incur further losses in the development of our business, all of which raise
substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability
to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising
from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that
we will be able to obtain additional funds by equity financing and/or related party advances.

 There is no assurance that
we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternatives to meet
our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed
or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a
timely basis, we will be forced to scale down or perhaps even cease the operation of our business.

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not applicable.

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 INDEX TO UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS

 Years Ended December 31, 2024 and 2023

 Page Number

 Consolidated Balance Sheets - December 31, 2024 and 2023 (Unaudited)

 Consolidated Statements of Operations - for the years ended December 31, 2024 and
 2023 (Unaudited)

 Consolidated Statements of Changes in Stockholders' Deficit - for the years
 ended December 31, 2024 and 2023 (Unaudited)

 Consolidated Statement of Cash Flows for the years ended December 31, 2024 and
 2023 (Unaudited)

 Notes to Consolidated Financial Statements - Years Ended December 31, 2024 and
 2023 (Unaudited)

 Consolidated Balance
Sheets

 2024

 2023

 ASSETS

 Current assets:

 Cash

 $
 9,943

 $
 5,268

 Prepaid expenses

 6,631

 11,631

 Total current assets

 16,574

 16,899

 Noncurrent assets:

 Deposit on software, related party

 495,000

 495,000

 Land

 464,741

 464,741

 Total noncurrent assets

 959,741

 959,741

 Total assets

 $
 976,315

 $
 976,640

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable

 $
 369,757

 $
 312,839

 Accrued compensation

 622,200

 262,200

 Accrued expenses

 1,098,480

 921,487

 Accrued expenses, related party

 290,138

 Advances

 494,741

 494,741

 Advances, related party

 60,558

 –

 Note payable

 4,601

 5,106

 Senior convertible notes payable, related party

 749,795

 749,795

 Senior convertible notes payable

 1,235,000

 1,235,000

 Total current liabilities

 4,925,270

 3,981,825

 Total liabilities

 4,925,270

 3,981,825

 Commitments

 –

 –

 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, 65,552,040 and 64,252,040 shares issued and outstanding, respectively

 6,556

 6,426

 Additional paid in capital

 10,531,429

 9,937,436

 Accumulated deficit

 (14,486,940
)

 (12,949,047
)

 Total stockholders' deficit

 (3,948,955
)

 (3,005,185
)

 Total liabilities and stockholders' deficit

 $
 976,315

 $
 976,640

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

 F- 1

 Consolidated Statements of Operations

 For the years ended December 31, 2024 and 2023

 December 31, 2024

 December 31, 2023

 Revenue

 $
 94,424

 $
 –

 Total revenue

 94,424

 –

 Cost of revenue

 77,344

 –

 Total cost of revenue

 77,344

 –

 Gross profit

 17,080

 –

 Operating expenses:

 General and administrative

 1,291,526

 2,637,069

 Total operating expenses

 1,291,526

 2,637,069

 Other expenses:

 Interest expense

 (263,447
)

 (147,303
)

 Total other expenses

 (263,447
)

 (147,303
)

 Net loss

 $
 (1,537,893
)

 $
 (2,784,372
)

 Net loss per common share:

 Basic

 $
 (0.02
)

 $
 (0.04
)

 Diluted

 $
 (0.02
)

 $
 (0.04
)

 Weighted average common shares outstanding:

 Basic

 65,432,914

 62,141,288

 Diluted

 65,432,914

 62,141,288

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

 F- 2

 Consolidated Statements of Changes in Stockholders' Deficit

 For the years ended December 31, 2024 and 2023

 Common Stock

 Additional

 Accumulated

 Shares

 Amount

 paid-in capital

 Deficit

 Total

 Balance, December 31, 2022

 61,702,000

 $
 6,171

 $
 8,126,266

 $
 (10,164,675
)

 $
 (2,032,238
)

 Units issued for cash

 400,000

 39,960

 –

 40,000

 Common shares issued for deposit on software, related party

 1,000,000

 99,900

 –

 100,000

 Stock based compensation

 1,150,040

 1,671,310

 –

 1,671,425

 Net loss

 –

 –

 –

 (2,784,372
)

 (2,784,372
)

 Balance, December 31, 2023

 64,252,040

 6,426

 9,937,436

 (12,949,047
)

 (3,005,185
)

 Units issued for cash

 800,000

 79,920

 –

 80,000

 Stock based compensation

 500,000

 514,073

 –

 514,123

 Net loss

 –

 –

 –

 (1,537,893
)

 (1,537,893
)

 Balance, December 31, 2024

 65,552,040

 $
 6,556

 $
 10,531,429

 $
 (14,486,940
)

 $
 (3,948,955
)

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

 F- 3

 Consolidated Statements of Cash Flows

 For the years ended December 31, 2024 and 2023

 December 31, 2024

 December 31, 2023

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net loss

 $
 (1,537,893
)

 $
 (2,784,372
)

 Adjustment to reconcile net loss to cash used in operating activities:

 Stock based compensation

 514,123

 1,671,425

 Net change in:

 Prepaid expenses

 16,186

 6,764

 Accounts payable

 117,181

 182,980

 Accrued compensation

 360,000

 155,000

 Accrued expenses

 176,993

 491,467

 Accrued expenses, related party

 289,481

 CASH FLOWS USED IN OPERATING ACTIVITIES

 (63,929
)

 (276,079
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from advances

 –

 39,300

 Repayment of advances

 –

 (39,300
)

 Proceeds from advances, related party

 3,495

 –

 Repayment of advances, related party

 (3,200
)

 (1,595
)

 Repayment of note payable

 (11,691
)

 (11,378
)

 Proceeds from senior convertible notes payable

 –

 240,000

 Proceeds from issuance of common stock and warrants

 80,000

 40,000

 CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

 68,604

 267,027

 NET CHANGE IN CASH

 4,675

 (9,052
)

 Cash, beginning of period

 5,268

 14,320

 Cash, end of period

 $
 9,943

 $
 5,268

 SUPPLEMENTAL CASH FLOW INFORMATION

 Cash paid on interest expense

 $

 $

 Cash paid for income taxes

 $
 –

 $
 –

 NON-CASH TRANSACTIONS

 Expenses paid on the Company's behalf

 $
 60,263

 $
 1,595

 Financing of prepaid insurance premiums

 $
 11,186

 $
 11,661

 Common shares issued for deposit on software, related party

 $
 –

 $
 100,000

 Senior convertible note, related party issued for accrued expenses

 $
 –

 $
 354,795

 Senior convertible notes payable, related party issued for deposit on software

 $
 –

 $
 395,000

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

 F- 4

 Notes to the Consolidated Financial Statements

 Note 1. Basis of Presentation

 The accompanying unaudited interim consolidated
financial statements of GeoSolar Technologies, Inc. ("we", "our", "GeoSolar" or the "Company")
have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and the
rules of the Securities and Exchange Commission ("SEC").

 On June 6, 2022, the Company formed a new subsidiary
in Colorado, Sustainable Housing Development Corporation, to build a four-plex. As of December 31, 2024, Sustainable Housing Development
Corporation has not begun operations.

 Note 2. Summary of Significant Accounting Policies

 The financial statements have, in management's
opinion, been properly prepared within the framework of the significant accounting policies summarized below:

 Principles of Consolidation

 Our consolidated financial statements include
our accounts and the accounts of our 100% owned subsidiary, Sustainable Housing Development Corporation. All intercompany transactions
and balances have been eliminated. Our consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America ("U.S. GAAP").

 Use of Estimates

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

 Related Parties

 The Company follows ASC 850, "Related Party
Disclosures," for the identification of related parties and disclosure of related party transactions.

 Income Taxes

 The Company accounts for income taxes in accordance
with the provisions of ASC 740, "Income Taxes" ("ASC 740"), on a tax jurisdictional basis. Deferred tax assets
and liabilities are determined based on the differences between the financial reporting and the tax bases of reported assets and liabilities
and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company
must then assess the likelihood that the resulting deferred tax assets will be realized. A valuation allowance is provided when it is
more likely than not that some portion or all of a deferred tax asset will not be realized.

 F- 5

 Fair Value of Financial Instruments

 The Company's financial instruments consist
primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as
they are short-term in nature or carry interest rates that approximate the market rate.

 Basic and Diluted Loss Per Share

 Basic loss per common share is computed by dividing
the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss
per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive
effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes
common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding,
as well as the amount of net loss per share are presented for basic and diluted per share calculations for the years ended December 31,
2024 and 2023. During the year ended December 31, 2024, 1,000,000 of stock warrants, 10,350,000 of stock options and 16,766,121 shares
issuable upon the conversion of senior convertible notes were considered for their dilutive effects but were determined to be anti-dilutive
due to the Company's net loss. During the year ended December 31, 2023, 1,687,500 stock warrants, 8,350,000 stock options and 15,508,840
shares issuable upon the conversion of senior convertible notes were considered for their dilutive effects but were determined to be anti-dilutive
due to the Company's net loss.

 Revenue Recognition

 Revenue and related costs on construction contracts
are recognized as the performance obligations for work are satisfied upon transfer of control in accordance with Accounting Standards
Codification ("ASC") 606, Revenue from Contracts with Customers. Under ASC 606, revenue and associated profit, engineering,
procurement and construction ("EPC") projects for residential and smaller commercial systems that require us to deliver functioning
SmartGreen Home systems are generally completed within two to twelve months from commencement of construction. For residential
contracts, the Company recognizes revenue upon completion of the job as determined by final inspection.

 Deferred Revenue

 Deferred revenue includes service and support
contracts and represents the undelivered performance obligation of agreements that are typically for one year or less. As of December
31, 2024 and 2023, deferred revenue was $0.

 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.

 Segments Reporting

 The Company manages its operations as a single
segment for the purpose of assessing performance and making operating decisions. The Company's Chief Operating Decision Maker ("CODM")
is its executive management committee. The CODM allocates resources and evaluates the performance of the Company using information about
combined net income from operations. All significant operating decisions are based upon an analysis of the Company as one operating
segment, which is the same as its reporting segment.

 F- 6

 Recent Accounting Pronouncements

 In November 2023, the FASB issued ASU No. 2023-07,
"Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure." The ASU updates reportable segment disclosure
requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment
performance. The amendments do not change how segments are determined, aggregated, or how thresholds are applied to determine reportable
segments. We adopted ASU No. 2023-07 during the year ended December 31, 2024.

 The Company does not believe that any recently
issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying
consolidated financial statements.

 Note 3. Going Concern

 These consolidated financial statements have been
prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will
be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different
from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to
the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December
31, 2024, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business,
all of which raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to
continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing
to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal
plan in place to address this concern but is of the opinion that the Company will be able to obtain additional funds by equity financing
and/or related party advances. However, there is no assurance of additional funding being available.

 Note 4. Related Party Transactions

 Employment agreements

 On January 5, 2021, the Company entered into an
employment agreement with Mr. Stone Douglass pursuant to which Mr. Douglass agreed to serve as Chief Executive Officer commencing on January
1, 2021, for an initial term of three years. The term will be extended automatically for one year on January 1, 2024 and each annual anniversary
thereof (the "Extension Date") unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Douglass
or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of January 1,
2024 or the last date to which the term is extended will be the end of the term). Mr. Douglass will receive a base annual salary of $180,000.
On January 1, 2024, Mr. Douglass reduced his base salary to $120,000. During the year ended December 31, 2024, the Company recognized
$120,000 of expense related to this agreement. As of December 31, 2024 and 2023, the Company has accrued $382,200 and $262,200, respectively,
of compensation payable to Mr. Douglass.

 On December 27, 2023, the Company entered into
an employment agreement with Mr. Daniel E. Chartock pursuant to which Mr. Chartock agreed to serve as Chief Growth Officer commencing
on December 27, 2023, for an initial term of three years. The term will be extended automatically for one year on December 26, 2026 and
each annual anniversary thereof (the "Extension Date") unless, and until, at least ninety days prior to the applicable Extension
Date either Mr. Chartock or the Company provides written notice to the other party that the employment agreement is not to be extended
(the later of September 26, 2026 or the last date to which the term is extended will be the end of the term). Mr. Chartock will receive
a base annual salary of $120,000. During the year ended December 31, 2024, the Company recognized $120,000 of expense related to this
agreement. As of December 31, 2024, the Company has accrued $120,000 of compensation payable to Mr. Chartock.

 F- 7

 On January 1, 2024, the Company entered into an
employment agreement with Mr. Dar-Lon Chang pursuant to which Mr. Chang agreed to serve as President commencing on January 1, 2024, for
an initial term of three years. The term will be extended automatically for one year on December 31, 2027 and each annual anniversary
thereof (the "Extension Date") unless, and until, at least ninety days prior to the applicable Extension Date either Mr. Chang
or the Company provides written notice to the other party that the employment agreement is not to be extended (the later of September
30, 2027 or the last date to which the term is extended will be the end of the term). Mr. Chang will receive a base annual salary of $120,000.
During the year ended December 31, 2024, the Company recognized $120,000 of expense related to this agreement. As of December 31, 2024,
the Company has accrued $120,000 of compensation payable to Mr. Chang. As additional compensation the Company issued 2,000,000 stock options
to purchase the Company's common stock. 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 $225,654. The Company valued the options using the Black-Scholes model with the following key assumptions
ranging from: fair value stock price, $0.12, Exercise price, $0.10, Term 10 years, Volatility 129.84%, and Discount rate 3.95% and a dividend
yield of 0%.

 Advances

 During the year ended December 31, 2024, the Company's
director advanced $3,495 in cash, paid $60,263 of expenses on the Company's behalf and was repaid $3,200. The advances are unsecured,
non-interest bearing and are payable on demand. As of December 31, 2024 and 2023, advances from related parties totaled $60,558 and $0,
respectively.

 Other

 On March 31, 2022, the Company entered into a
Media Buying agreement with TAG Collective, a division of CitadelX Technologies Inc., of which Mr. Chartock is a Partner. On December
27, 2023, the Company converted $354,795 of accrued expense with TAG Collective into a senior convertible note. The note is unsecured,
bears interest at 8% per year, is due and payable on December 31, 2024, and is convertible into shares of the Company's common stock.
The number of shares of the Company's common stock which will be issued upon any conversion will be determined by dividing the amount
to be converted by $0.10.

 On December 15, 2023, the Company entered into
a development agreement with TAG Collective. Per the agreement, TAG Collective will develop an integrated business management platform
for the Company. The Company expects the platform to be completed in 2024. In consideration for the platform, the Company issued 1,000,000
shares of the Company's common stock, valued at $100,000, and issued a $395,000 senior convertible note. The note is unsecured,
bears interest at 8% per year, is due and payable on December 31, 2024, and is convertible into shares of the Company's common stock.
The number of shares of the Company's common stock which will be issued upon any conversion will be determined by dividing the amount
to be converted by $0.10. The Company recorded the total consideration paid of $495,000 as a deposit on software as of December 31, 2023.
As of December 31, 2024, the deposit on software balance was $495,000.

 As of December 31, 2024 and 2023, the convertible
note, related party balance was $749,795 with accrued interest of $60,805 and $657, respectively.

 During the year ended December 31, 2024, the Company
incurred marketing fees of $229,333 from TAG Collective for services provided.

 Note 5. Advances, Notes Payable and Senior
Convertible Notes

 Advances

 As of December 31, 2024 and 2023, the Company
owed Norbert Klebl $464,741 and accrued interest of $93,101 and $55,820, respectively, related to the funding and purchase of land on
the Company's behalf. The amount owed to Mr. Klebl bears interest at 8% and is secured by land, see Commitments footnote. As of
December 31, 2004 and 2023, the advances balance totaled $494,741.

 F- 8

 Note Payable

 In May 2023, the Company entered into a Premium
Finance Agreement related to various insurance policies. The policy premiums total $15,914 for a one year policy period. The Company financed
$11,661 of the policy over a ten month period. The monthly payments under the agreement are due in ten installments of $1,225, at an annual
interest rate of 10.95%. As of December 31, 2024 and 2023, the note payable balance was $0 and $5,106, respectively.

 In June 2024, the Company entered into a Premium
Finance Agreement related to various insurance policies. The policy premiums total $15,914 for a one year policy period. The Company financed
$11,186 of the policy over a ten month period. The monthly payments under the agreement are due in ten installments of $1,178, at an annual
interest rate of 11.35%. As of December 31, 2024 and 2023, the note payable balance was $4,601 and $0, respectively.

 Senior Convertible Notes

 In February and March 2023, the Company issued
two senior convertible notes in the principal amount of $40,000. The notes are unsecured, bear interest at 8% per year and are due on
December 31, 2023. 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. The notes are currently past due.

 On July 23, 2023, the Company issued a senior
convertible note in the principal amount of $200,000. The note is unsecured, bears interest at 8% per year and matures on December 31,
2024. At the option of the holder, the note can be converted into shares of the Company's common stock. The number of shares of
the Company's common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by
$0.10. The note is currently past due.

 In fiscal year 2022, the Company issued senior
convertible notes in the principal amount of $445,000. The notes are unsecured, bear interest at 8% per year and are due and payable on
December 31, 2022. 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. The notes are currently past due.

 In June 2022, the Company issued a senior convertible
note in the principal amount of $400,000. The note is unsecured, bears interest at 12% per year and is due and payable on May 31, 2023.
At the option of the senior convertible noteholders, 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. The note is currently past due.

 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. The notes are currently past due.

 At the option of the holders, some of the notes
referred to above can be converted into shares of the Company's common stock. The number of shares of the Company's common
stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.10 - $0.20. The Company
evaluated the conversion options and concluded an embedded derivative was not present at issuance. In the event that the Company issues
and sells shares of its equity securities to investors while this Note remains outstanding in an equity financing with total proceeds
to the Company of not less than $2,500,000, excluding the conversion of the Notes or other convertible securities issued for capital raising
purposes (a "Qualified Financing"), then the outstanding principal amount of this Note and any unpaid accrued interest shall
automatically convert in whole without any further action by the Holder into the-Equity Securities sold in the Qualified Financing at
a Conversion Price equal to $0.10 -$0.20 per Equity Security regardless of the cash price paid per share for Equity Securities by the
Investors in the Qualified Financing.

 As of December 31, 2024 and 2023, the balances
on the senior convertible notes were $1,235,000.

 F- 9

 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.

 2024

 On January 5, 2024, the Company issued 500,000
shares of common stock to a consultant for services. The shares vest upon issuance. Based on the $0.135 per share fair value using the
cash selling price at the time of issuance, the Company recognized an expense of $67,500 related to the issuance of shares.

 During the year ended December 31, 2024, the Company
sold 8 Units at a price of $10,000 per Unit to investors for total proceeds of $80,000. Each Unit consists of 100,000 shares of the Company's
common stock and 100,000 warrants. Each warrant allows the holder to purchase one share of the Company's common stock at a price of $1.00
per share at any time on or before December 31, 2025.

 2023

 On June 19, 2022, the Company entered into a one-year
contract with SRAX, Inc. ("SRAX"). In exchange for the right to use the SRAX Sequire platform, in connection with the Company's
Regulation A Offering, the Company agreed to issue SRAX 1,250,000 shares of its restricted common stock. Per the agreement, the shares
are subject to a price adjustment if the Company issues any common stock or common stock equivalents less than $1.00 per share. On July
13, 2022, the Company issued 1,250,000 shares to SRAX. The Company recorded the $1,250,000 in additional paid in capital and will recognize
the expense over the life of the contract. During the year ended December 31, 2023, the Company recognized $572,917 of stock-based compensation
related to this agreement, respectively. As of December 31, 2023, the Company had $0 of unrecognized expense of stock-based compensation
related to this issuance, respectively.

 On February 24, 2023, the Board approved the issuance
of 100,000 shares of the Company common stock at $0.0001 to consultants for services. The shares vested upon issuance. Based on the $1.00
per share fair value using the cash selling price at the time of issuance, the Company recognized an expense of $100,000 related to the
issuance of shares.

 On May 23, 2023, the Board approved the issuance
of 300,000 shares of the Company common stock at $0.0001 to consultants for services. The shares vested upon issuance. Based on the $1.00
per share fair value using the cash selling price at the time of issuance, the Company recognized an expense of $300,000 related to the
issuance of shares.

 On July 10, 2023, the Company issued 300,040 shares
of the Company common stock at $0.0001 to consultants for services. The shares vested upon issuance. Based on the $1.00 per share fair
value using the cash selling price at the time of issuance, the Company recognized an expense of $300,000 related to the issuance of shares.

 On December 10, 2023, the Board approved the issuance
of 450,000 shares of the Company common stock to consultant for services. The shares vested upon issuance. Based on the $0.10 per share
fair value using the cash selling price at the time of issuance, the Company recognized an expense of $45,000 related to the issuance
of shares.

 On December 18, 2023, the Company sold 4 Units
at a price of $10,000 per Unit to an investor for proceeds of $40,000. 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 $1.00 per share at any time
on or before December 31, 2025.

 F- 10

 Stock Warrants

 The following table summarizes the stock warrant
activity for the years ended December 31, 2024 and 2023:

 Schedule of stock warrant activity

 Number of
 Warrants

 Weighted Average Exercise Price Per Share

 Outstanding at December 31, 2022

 1,487,500

 $
 2.00

 Granted

 200,000

 1.00

 Exercised

 –

 –

 Forfeited and expired

 –

 –

 Outstanding at December 31, 2023

 1,687,500

 1.88

 Granted

 800,000

 1.00

 Exercised

 –

 –

 Forfeited and expired

 (1,487,500
)

 2.00

 Outstanding at December 31, 2024

 1,000,000

 $
 1.00

 As of December 31, 2024, all outstanding warrants
are exercisable and have a weighted average remaining term of 1.00 year. There was no intrinsic value of the outstanding warrants as of
December 31, 2024.

 Stock Options

 The following table summarizes the stock option
activity for the years ended December 31, 2024 and 2023:

 Schedule of stock option activity

 Number of Options

 Weighted Average Exercise Price Per Share

 Outstanding at December 31, 2022

 4,050,000

 $
 0.11

 Granted

 4,300,000

 0.10

 Exercised

 –

 –

 Forfeited and expired

 –

 –

 Outstanding at December 31, 2023

 8,350,000

 0.10

 Granted

 2,000,000

 0.10

 Exercised

 –

 –

 Forfeited and expired

 –

 –

 Outstanding at December 31, 2024

 10,350,000

 $
 0.10

 During the year ended December 31, 2024, the Company
recognized $446,623 of expense related to outstanding stock options leaving $490,841 of unrecognized expenses related to options. As of
December 31, 2024, the outstanding stock options have a weighted average remaining term of 8.09 years with no aggregate intrinsic value.

 F- 11

 Note 7. Commitments

 On July 1, 2022, the Company entered into an agreement
with Norbert Klebl to collaborate on the development of the 4-plex in Arvada, Colorado. Mr. Klebl is a co-founder of the GSP technology
and is the Development Director for the Company. Per the agreement, the Company or its newly formed subsidiary, Sustainable Housing Development
Corporation, will be named developer of the property and Mr. Klebl will be the primary manager of the project. Mr. Klebl paid for the
land on which the project will be built and contributed the property to the Company's subsidiary. The Company will arrange for a
construction loan on the project. If the Company does not arrange for a construction loan on the project by December 31, 2022, the property
on which the 4-plex is to be built will revert to Mr. Klebl. Subsequent to December 31, 2022, the Company extended the agreement with
Mr. Klebl to July 31, 2023. In February 2024, the Company extended the agreement with Mr. Klebl to May 31, 2024. Subsequent to June 30,
2024, the Company extended the agreement with Mr. Klebl to August 31, 2024. Subsequent to September 30, 2024, the Company extended the
agreement with Mr. Klebl to November 30, 2024. Subsequent to December 31, 2024, the Company extended the agreement with Mr. Klebl to June
30, 2025. Upon sale of the 4-plex which is to be built on the property, Mr. Klebl will receive the price paid for the property and any
advances toward the project. The profits from the sale of the 4-plex, if any, will be allocated 75% to Mr. Klebl and 25% to the Company.
As of December 31, 2024 and, 2023, Mr. Klebl is owed $464,741, which is repayable when the development is sold. The amount owed to Mr.
Klebl is secured by the property, bears interest at 8% per annum and is repayable when the development is sold.

 Note 8. Income Tax

 The Company is subject to United States federal
income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory
rate compared to the Company's income tax expense as reported is as follows:

 Schedule of income tax expense

 Year Ended

 Year Ended

 2024

 2023

 Income tax benefit computed at the statutory rate

 $
 323,000

 $
 585,000

 Tax effect of:

 Non-deductible expenses

 (108,000
)

 (351,000
)

 Change in valuation allowance

 (215,000
)

 (234,000
)

 Provision for income taxes

 $
 –

 $
 –

 Significant components of the Company's
deferred tax assets and liabilities after applying enacted corporate income tax rates are as follows:

 Schedule of deferred tax assets and liabilities

 As of

 As of

 2024

 2023

 Deferred income tax assets

 Net operating losses

 $
 1,065,000

 $
 850,000

 Valuation allowance

 (1,065,000
)

 (850,000
)

 Net deferred income tax assets

 $
 –

 $
 –

 The Company has an operating loss carry forward
of approximately $5,000,000. Such amounts are subject to IRS code section 382 limitations.

 F- 12

 U.S. federal income tax returns after 2020 remain
open to examination. Generally, state income tax returns after 2020 remain open to examination. No income tax returns are currently under
examination. As of December 31, 2024 and December 31, 2023, the Company does not have any unrecognized tax benefits, and continues
to monitor its current and prior tax positions for any changes. The Company recognizes penalties and interest related to unrecognized
tax benefits as income tax expense. For the years ended December 31, 2024 and December 31, 2023, there were no penalties
or interest recorded in income tax expense.

 Note 9. Subsequent Events

 On March 31, 2025, the Company converted marketing
fees of $229,333 due to TAG Collective for services provided into a convertible note payable. The note is unsecured, bears interest at
8% per year, is due and payable on December 31, 2025, and is convertible 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 $0.02.

 F- 13

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 Not applicable.

 ITEM 9A.

 CONTROLS AND PROCEDURES

 Conclusion Regarding the Effectiveness of Disclosure
Controls and Procedures

 We maintain a set of disclosure
controls and procedures designed to ensure that information required to be disclosed by us in the reports filed under the Securities Exchange
Act, is recorded, processed, summarized and reported within the time periods specified by the Commission's rules and forms. Disclosure
controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including
our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. We evaluated
the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as
amended) as of the end of the period covered by this report. As a result of this evaluation, management concluded that our disclosure
controls and procedures were not effective as of December 31, 2024.

 Management's Annual Report on Internal
Control over Financial Reporting

 Our management is responsible
for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).
Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024. In
making this assessment, management used the criteria described in Internal Control-Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission ("COSO"). Our management concluded that our internal control over financial
reporting were, and continue to be ineffective, as of December 31, 2024 due to a lack of segregation of duties (resulting from the limited
number of personnel available) and the lack of formal documentation of our control environment. Management is commencing actions to address
the lack of formal documentation of our control environment, although this will not address the lack of segregation of duties.

 A material weakness is a control
deficiency (within the meaning of the Public Company Accounting Oversight Board ("PCAOB") Auditing Standard 1305) or combination
of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements
will not be prevented or detected.

 It should be noted that any
system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of
the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain
events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless of how remote.

 In light of the material
weakness described above, we performed additional analysis and other post-closing procedures to ensure our financial statements were
prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the financial statements included
in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods
presented.

 Changes in Internal Control over Financial
Reporting

 There were no changes in our
internal control over financial reporting that occurred during the year ended December 31, 2024 that materially affect, or are reasonably
likely to materially affect, our internal control over financial reporting.

 ITEM 9B.

 OTHER INFORMATION

 None
of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined
in Item 408(c) of Regulation S-K) during the quarterly period ending December 31, 2024.

 ITEM 9C.

 Disclosures regarding foreign jurisdictions that prevent inspections

 Not applicable.

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Name

 Age

 Position

 CEO and Director

 President

 Daniel Chartock

 Chief Growth Officer and Executive Vice President of Operations

 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, between since March 2018 and February 2024.

 Chairman, CEO and CFO of Digipath, Inc (DIGP), a La Vegas-based cannabis laboratory company since August of 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.

 We believe Mr. Douglass is
qualified to act as a director based upon his knowledge of business practices and, in particular, the regulations relating to public companies.

 Mr. Douglass is not independent
as that term is defined in Section 803 of the NYSE American Company Guide.

 On January 1, 2024, we appointed
Dar-Lon Chang as our President. Mr. Chang is a resident of the Geos neighborhood in Arvada, Colorado and moved to the net-zero, all-electric
neighborhood in 2019. Prior to joining the Company, Mr. Chang was a consultant to the Company and a climate activist. Between 2003 and
2019 Mr. Chang was a research engineer at ExxonMobil Upstream Research Company. In 2022, Mr. Chang was selected by the City Council of
Arvada to join the Arvada Sustainability Advisory Committee, and also joined the Just Transition Advisory Roundtable hosted by the Alliance
Center that helped the passage of HB23-1074, a Colorado bill for the study of the workforce transition of oil and gas workers to clean
energy. Mr. Chang is currently a board member for Colorado Rising and a leading advocate for 350 Colorado's Safe and Healthy Colorado
ballot initiative to phase out new fracking permits by 2030.

 On December 27, 2023, we
appointed Daniel E. Chartock as our Chief Growth Officer and Executive Vice President of Operations. Mr. Chartock is also a
Founding Partner at New York based Marketing and Advertising firm TAG Collective. In his career, he has pioneered the
intersection of communications, business and technology, binding them together to drive brand and business growth. He has worked to
deliver spectacular and impactful digital and integrated traditional media campaigns for many clients and leads TAG Collective to
develop campaigns and strategies that help clients reach their goals and deliver results. Focusing on branding and brand
continuity, Mr. Chartock provides a critical eye, allowing campaigns to achieve new heights of synergy. His expertise in digital
communications (including influencers, social media, digital marketing and modern analytics), as well as branding and technology,
bring unique insights to clients. Previously, Mr. Chartock has worked for Fortune 500 companies including Avis Budget Group, working
to deliver metric based results directly impacting EBITDA and driving their bottom line and holds a degree in Communications
and Business from St. John's University in New York. Mr. Chartock was honored in 2021 as one of the Top 100 Healthcare
Visionaries in the world for his work across Tech and Healthcare.

 Our directors are appointed
for a one-year term holding office until the next annual general meeting of our shareholders or until their successors are elected or
appointed. Our officers are appointed by our board of directors and serve at the discretion of the board.

 We do not have a financial
expert as that term is defined by the Securities and Exchange Commission.

 Our Board of Directors does
not have standing audit, nominating or compensation committees, committees performing similar functions, or charters for such committees.
Instead, the functions that might be delegated to such committees are carried out by our directors, to the extent required. Our directors
believe that the cost of associated with such committees has not been justified under our current circumstances. During the year
ended December 31, 2024, we did not compensate any person for serving as an officer or a director.

 Our Board of Directors has
the ultimate responsibility to evaluate and respond to risks facing us. Our Board of Directors fulfills its obligations in this regard
by meeting on a regular basis and communicating, when necessary, with our officers.

 We have not adopted a Code
of Ethics which is applicable to our principal executive, financial, and accounting officers and persons performing similar functions
since we only have one executive office.

 Holders of our common stock
can send written communications to our entire Board of Directors, or to one or more Board members, by addressing the communication to
"the Board of Directors" or to one or more directors, specifying the director or directors by name, and sending the communication
to our corporate office. Communications addressed to the Board of Directors as whole will be delivered to each Board member. Communications
addressed to a specific director (or directors) will be delivered to the director (or directors) specified.

 A security holder communication
not sent to the Board of Directors as a whole is not relayed to Board members which did not receive the communication.

 ITEM 11.

 EXECUTIVE COMPENSATION

 Our executive officers will
be compensated through the following four components:

 Base Salary

 Short-Term Incentives (cash bonuses)

 Long-Term Incentives (equity-based awards)

 Benefits

 These components provide a
balanced mix of base compensation and compensation that is contingent upon our executive officer's individual performance. A goal
of the compensation program is to provide executive officers with a reasonable level of security through base salary and benefits. We
want to ensure that the compensation programs are appropriately designed to encourage executive officer retention and motivation to create
shareholder value. We believe that our shareholders are best served when we can attract and retain talented executives by providing compensation
packages that are competitive but fair.

 Base Salaries

 Base salaries generally have
been targeted to be competitive when compared to the salary levels of persons holding similar positions in other publicly traded mining
companies of comparable size. The executive officer's respective responsibilities, experience, expertise, and individual performance
are considered.

 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.

 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.

 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.

 As of the date of this report
we had issued 10,350,000 options, shares of common stock, or other awards pursuant to the Plan.

 Compensation Table

 The following table sets forth
in summary form the compensation received by our Chief Executive Officer for the years ended December 31, 2024 and 2023:

 Name and Principal Position

 Fiscal
 Year

 Salary
 (1)

 Bonus
 (2)

 Stock
 Awards
 (3)

 Option
 Awards
 (4)

 Non-Equity
 Incentive
 Plan
 Compensation
 (5)

 All
 Other
 Compensation
 (6)

 Total

 2024

 $

 $
 –

 $
 –

 $
 –

 $
 –

 $
 –

 $

 Chief Executive Officer

 2023

 $
 180,000

 $
 –

 $
 –

 $
 –

 $
 –

 $
 –

 $
 180,000

President

 2024

 $

 $
 –

 $
 –

 $
 225,654

 $
 –

 $
 –

 $
 345,654

 Daniel E. Chartock

 2024

 $

 $
 –

 $
 –

 $
 –

 $
 –

 $
 –

 $

 Chief Growth Officer and Executive
 Vice President of Operations

 2023

 $
 –

 $
 –

 $
 –

 $
 364,199

 $
 –

 $
 –

 $
 364,199

 (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)

 The dollar value of cash earned under the short-term incentive plan.

 (6)

 All other compensation that could not be properly reported in any other column.

 Dar-Lon Chang was not appointed
as an officer of the Company until January 2024.

 The following shows the amount
we expect to pay our executive officers and the amount of time they expect to devote to our business during the year ending December 31,
2025.

 Projected Monthly

 Percent of Time to Be

 Name

 Compensation

 Devoted to our Business

 $10,000

 80%

 $10,000

 80%

 Daniel E. Chartock

 $10,000

 50%

 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. On January 1, 2024, Mr. Douglass reduced his base salary to $120,000.

 On January 1, 2024, the Company
entered into an employment agreement with Mr. Dar-Lon Chang pursuant to which Mr. Chang agreed to serve as President commencing on January
1, 2024, for an initial term of three years. The term will be extended automatically for one year on December 31, 2027 and each annual
anniversary thereof (the "Extension Date") unless, and until, at least ninety days prior to the applicable Extension Date
either Mr. Chang or the Company provides written notice to the other party that the employment agreement is not to be extended (the later
of September 30, 2027 or the last date to which the term is extended will be the end of the term). Mr. Chang will receive a base annual
salary of $120,000. As additional compensation, the Company issued 3,300,000 stock options to Mr. Chang. The options have a ten-year term
and have an exercise price of $0.10 per share.

 On
December 27, 2023, the Company entered into an employment agreement with Mr. Daniel E. Chartock pursuant to which Mr. Chartock agreed
to serve as Chief Growth Officer commencing on December 27, 2023, for an initial term of three years. The term will be extended automatically
for one year on January 26, 2026 and each annual anniversary thereof (the "Extension Date") unless, and until, at least ninety
days prior to the applicable Extension Date either Mr. Chartock or the Company provides written notice to the other party that the employment
agreement is not to be extended (the later of September 26, 2026 or the last date to which the term is extended will be the end of the
term). Mr. Chartock will receive a base annual salary of $120,000. As additional compensation, the Company issued 4,000,000 stock options
to purchase the Company's common stock. The options have a ten-year term and have an exercise price of $0.10 per share.

 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, 2024, 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

 9,832,806

 10,350,000

 $

 0.10

 –

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

 The following shows certain
information as of the date of this report, 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

 9,832,806

 10,350,000

 –

 –

 Since our inception, we have
not compensated any person for acting as a director.

 Insider Trading Arrangements and Policies

 We are committed to promoting
high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we
have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers,
employees and others that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations. A
copy of our Insider Trading Policy is filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2023.

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following table shows
the ownership, as of the date of this report, of those persons owning beneficially 5% or more of our common stock and the number and percentage
of outstanding shares owned by each of our directors and officers and by all officers and directors as a group. Each owner has sole voting
and investment power over their shares of common stock.

 Name

 Shares Owned (1)

 Percent of Outstanding Shares

 5,400,000

 8.3%

 2,600,000

 4.0%

 Daniel E. Chartock

 5,300,000 (2)

 7.5%

 (1)
 Includes shares
issuable upon the exercise of the following options.

 (2)
 Includes 1,300,000 shares owned by a company controlled by Mr. Chartock.

 Option Holder

 Shares Issuable

 Upon Exercise

 of Options

 Option

 Exercise Price

 Option

 Expiration Date

 2,000,000

 $0.10

 8/1/2031

 2,300,000

 $0.10

 12/7/2033 – 1/1/2034

 Daniel E. Chartock

 4,000,000

 $0.10

 12/24/2033

 The Company does not have any policies or practices
on the timing of awards of options in relation to the disclosure of material nonpublic information by the Company.

 The Company did not grant
any options to it executive officer within a period starting four business days before and ending one business day after the filing of
the Company's Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic
information (other than a Form 8-K used to disclose the grant of a new material option award under Item 5.02(e) of Form 8-K).

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 During the year ended December
31, 2023, the Company repaid $1,595 of advances from the Company's sole director. During the year ended December 31, 2024, the Company's
director advanced $3,495 in cash, paid $60,263 of expenses on the Company's behalf and was repaid $3,200. The advances are unsecured,
non-interest bearing and are payable on demand. As of December 31, 2024 and 2023, advances from related parties totaled $60,558 and $0,
respectively.

 ITEM 14.

 PRINCIPAL ACCOUNTING FEES AND SERVICES

 The following table sets
forth fees billed to us by our independent auditors for the years ended December 31, 2024 and 2023 for (i) services rendered for the
audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably
related to the performance of the audit or review of our financial statements that are not reported as Audit Fees, and (iii) services
rendered in connection with tax preparation, compliance, advice and assistance.

 2024

 2023

 Audit fees

 $

 78,500

 $

 78,500

 Audit-related fees

 –

 –

 Tax fees

 –

 –

 All other fees

 –

 –

 Total fees

 $

 78,500

 $

 78,500

 Audit fees and audit related
fees represent amounts billed for professional services rendered for the audit of our annual financial statements and the review of our
interim financial statements. Before our independent accountants were engaged by to render these services, their engagement was approved
by our Director.

 ITEM 15.

 EXHIBITS

 Exhibit

 Number

 Description

 3.1 *

 Articles of Incorporation

 3.2 *

 Bylaws of the Company

 3.3 *

 Form of Warrant sold to private investors

 3.4 *

 Equity Incentive Plan

 10.1 *

 Separation Agreement with Fourth Wave Energy, Inc.

 10.2 **

 Employment Agreement with A. Stone Douglass

 10.3 ***

 Employment Agreement with Dar-Lon Chang

 10.4 ***

 Employment Agreement with Daniel E. Chartock

 19 ***

 Insider Trading Policy and Procedures

 31.1

 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1

 Certification pursuant to Section 906 of the Sarbanes-Oxley Act

 101.INS****

 101.SCH ****

 101.CAL ****

 101.DEF ****

 101.LAB ****

 101.PRE ****

 104 ****

 *

 Incorporated by reference to the same exhibit filed with Amendment No. 1 to the Company's registration statement on Form S-1 (File # 333-255887).

 **

 Incorporated by reference to Exhibit 6.3 filed with the Company's Notification on Form 1-A (file #024-11859).

 ***

 Incorporated by reference to the same exhibit filed with the Company's
 10-K on March 22, 2024.

 ****

 To be filed by amendment.

 ITEM 16.

 Form 10-K Summary

 None.

 SIGNATURES

 In accordance with Section
13 or 15(d) of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized
on the 15th day of April, 2025.

 DATED: April 15, 2025

 GEOSOLAR TECHNOLOGIES, INC.

 By:

 /s/ A.
Stone Douglass

 A.
Stone Douglass

 Principal
Executive, Financial, and Accounting Officer

 Supplemental Information to be Furnished With
Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act

 The Company has not sent an
annual report or proxy statement to its shareholders. The Company does not intend to send an annual report or proxy statement to its shareholders
subsequent to the filing of this 10-K report.