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                               November 29, 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. 2
                                                            Filed November 17,
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 on Form 1-A

       General

   1.                                                   We note your response
to comment 3. It continues to appear that Rialto is acting as an
                                                        underwriter in the
distribution of your securities. We note that the FINRA no objections
                                                        letter refers to
"proposed underwriting terms and arrangements" and that Rialto will be
                                                        paid up to two percent
of the offering proceeds. Please clarify why you believe the
                                                        activities of Rialto,
coupled with the compensation it will receive, do not constitute
                                                           participation    in
the distribution.
   2.                                                   We note your response
to comment 7. It appears that you are seeking to register the
                                                        issuance of up to
4,700,000 shares of common stock underlying your convertible notes
                                                        that were issued to
investors in private placements. Revise your disclosure to clarify if the
                                                        securities were
convertible or exercisable within one year of purchase. If the notes are
 Stone Douglass
GeoSolar Technologies, Inc.
November 29, 2022
Page 2
       convertible within one year of purchase, revise your offering statement
to remove the
       offer and sale of the underlying securities. Refer to Securities Act
Sections Compliance
       and Disclosure Interpretations 103.04.
        We will consider qualifying your offering statement at your request. 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.

        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 questions.



                                                             Sincerely,
FirstName LastNameStone Douglass
                                                             Division of
Corporation Finance
Comapany NameGeoSolar Technologies, Inc.
                                                             Office of
Manufacturing
November 29, 2022 Page 2
cc:       William T. Hart
FirstName LastName