SecProbe.io

CORRESP
1
filename1.htm

HART & HART, LLC

ATTORNEYS AT LAW

1624 Washington Street

Denver, CO 80203

  (303) 839-0061

  harttrinen@aol.com

  Fax: (303) 839-5414

November 17, 2022

Evan Ewing

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

 Re: GeoSolar Technologies, Inc.

    Offering Statement on Form 1-A

    Post-qualification Amendment
No. 2

    Filed September 19, 2022

    File No. 024-11859

This office represents GeoSolar
Technologies, Inc. (the “Company”). Amendment No. 2 to the Company’s Offering Statement on Form 1-A has been filed with
the Commission. The following are the Company’s responses to the comments received from the staff by letter dated October 5, 2022.

The numbers below correspond
to the paragraph numbers in the staff’s comment letter. The numbers under the "Page No." column indicated the page number
of the Offering Statement where the responses to the staff's comments can be found.

age No.

  Page No.

  1.
  Comment
complied with.
  9

  2.
  Comment complied with.
  Exh. 11.1

  3.
  The only relationship the Company has with Rialto is that disclosed in the Offering
Circular. Rialto did not design the proposed offering nor did it take any rule in the preparation of the offering circular. Since the
offering will be made by the Company's Chief Executive Officer, Rialto will not participate in the offer of the Company's securities nor
will it identify any potential investors. There are no participating broker-dealers at this time, hence it is not known when or how payments
will be made to any participating broker-dealer. With respect to FINRA's evaluation of the compensation to be paid to member broker-dealer
firms, see the attached "No Objection" letter from FINRA.

  Rialto is serving
as a "broker of record" in Florida, New Jersey, Texas, and Washington which require a broker of record.

      1

  Page No.

  4.
  The Company has not selected any dealers at this time. If a dealer
is selected, the Company will file an amendment to the Offering Circular naming the selected dealer and the compensation to be paid to
the selected deal.

  11

  5.
  Comment complied with.
  17

  6.
  The Company's offering is permissible pursuant to Rule 251(d)(3)(i)(F).
Insofar as Rule 251(d)(3)(ii) is concerned the shares of the Company's common stock may be sold at a price of:

 · $1.00 per share;

 · $0.90 per share to those who invest at least $500,000; or

 · $0.20 per share to note holders which elect to convert their notes into shares of
the Company's common stock.

  Although these prices are not the same, they are nevertheless fixed
prices.

   .
  Rule 251(d)(3)(ii) provides in part the following:

  "…the term at the market offering means an offering of
equity securities into an existing trading market for outstanding shares of the same class at other than a fixed price." (Emphasis
added)

  As disclosed in the Company's Offering Circular, there is no existing
trading market for the Company's common stock at this time.

  7.
  Rule 251(a) provides that a public officer or sale of securities pursuant to Regulation
A is exempt from the registration requirements of the Securities Act of 1933. That being the case, so long as the Company complies with
Regulation A, the Company need not be concerned with complying with Section 5 of the Securities Act with respect to the securities the
Company is offering pursuant to Regulation A.

  See the attached "No objection"
letter from FINRA.

If you should have any questions
concerning the foregoing, please do not hesitate to contact the undersigned.

  Very Truly Yours,

  HART & HART, LLC

  /s/ William T. Hart

  William T. Hart

      2

      3