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                              October 5, 2022

       Stone Douglass
       Chief Executive Officer
       GeoSolar Technologies, Inc.
       1400 16th Street, Ste 400
       Denver, Colorado 80202

                                                        Re: GeoSolar
Technologies, Inc.
                                                            Offering Statement
on Form 1-A
                                                            Post-qualification
Amendment No. 1
                                                            Filed September 19,
2022
                                                            File No. 024-11859

       Dear Stone Douglass:

              We have reviewed your amendment and have the following comments.
In some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to this letter by amending your offering statement
and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response. After reviewing any amendment to your offering statement and
the information you
       provide in response to these comments, we may have additional comments.

       Post-Qualification Amendment No. 1 to Offering Statement on Form 1-A

       Use of Proceeds, page 9

   1.                                                   You indicate that the
offering will be conducted on a "best-efforts" basis and that holders
                                                        of your convertible
notes may convert the outstanding principal amount of the notes, plus
                                                        any accrued and unpaid
interest, into the shares of common stock being offered in this
                                                        offering. Please revise
your disclosures to discuss how the amount
                                                        and use of proceeds
will be affected if holders elect to convert the notes at various
                                                        amounts, which appears
to reduce the maximum amount of shares that may be sold for
                                                        $1.00 per share.
       Exhibits

   2.                                                   Please file an updated
independent auditor consent as an exhibit to your offering
 Stone Douglass
FirstName  LastNameStone
GeoSolar Technologies, Inc.Douglass
Comapany
October    NameGeoSolar Technologies, Inc.
        5, 2022
October
Page 2 5, 2022 Page 2
FirstName LastName
         statement.
General

3.       We note that you indicate Rialto Markets, LLC is acting as the
broker-dealer in
         connection with the offering and will receive a commission of 2% on
the sale of the
         common stock offered by the offering statement. Please provide us with
your analysis as
         to why Rialto is not acting as an underwriter in connection with the
offering. As part of
         your analysis, discuss the company   s relationship with Rialto,
including the activities of
         Rialto in designing the proposed offering, the role it has taken or
expects to take in
         the preparation of the offering circular and its role or participation
in the offer of
         the securities, including the identification of potential offerees.
Explain when and how the
         exact payments owed to participating broker-dealers will be made. Tell
us whether
         FINRA will evaluate the compensation to be paid to member
broker-dealer firms and the
         status of its evaluation in that respect. If FINRA is not required to
evaluate
         the compensation to be paid to its members in this transaction, please
tell us the basis of
         this conclusion.

4.       We note your disclosure on page 11 that the company will pay selected
dealers a
         commission of 5% of the amount sold by such dealers. Please identify
any broker-
         dealer selling shares of common stock in the offering statement or
tell us why you are not
         required to do so.
5.       We note that you are seeking to offer the shares of common stock
underlying your
         outstanding convertible notes. Please revise throughout the offering
statement to provide
         the disclosures required by Item 14(c) of Form 1-A.
6.       We note that the company (i) is offering 10 million shares of common
stock at a fixed
         price of $1.00 per share, (ii) is offering the shares of common stock
underlying its
         outstanding convertible notes and (iii) may include a 10% discount on
the current price
         per share if a minimum of $500,000 is invested. We further note that
it appears the shares
         are being sold at different prices at the same time or    at other
than a fixed price,    which is
         not permitted under Regulation A, and that you are not eligible to
conduct
         a delayed primary offering on Form 1-A. Please provide us with
detailed analysis as to
         why you believe this offering is permissible under Rule 251(d)(3)(i)
and (ii) of Regulation
         A.
7.       It appears that you issued the notes in a private transaction and are
attempting to issue the
         shares underlying the notes via this offering statement. Please
provide your analysis of
         how completing the transaction in this manner is consistent with
Section 5 of the
         Securities Act.
       If a participant in your offering is required to clear its compensation
arrangements with
FINRA, please have FINRA advise us that it has no objections to the
compensation
arrangements prior to qualification.
 Stone Douglass
GeoSolar Technologies, Inc.
October 5, 2022
Page 3

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Evan Ewing at 202-551-5920 or Geoffrey Kruczek at
202-551-3641 with
any other questions.



                                                          Sincerely,
FirstName LastNameStone Douglass
                                                          Division of
Corporation Finance
Comapany NameGeoSolar Technologies, Inc.
                                                          Office of
Manufacturing
October 5, 2022 Page 3
cc:       William T. Hart
FirstName LastName