Global Warming Solutions, Inc 10-K for FY2023
Global Warming Solutions, Inc. (GWSO)
About this 10-K
Global Warming Solutions, Inc filed this 10-K on June 24, 2024, covering the fiscal year ended December 31, 2023 (FY2023).
Headline figures
Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $516.27K
- compared with a net loss of $1.28M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
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Securities registered pursuant to Section 12(g) of the Act:
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
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 ☐
Indicate by check mark whether the registrant: (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.
Indicate by check mark whether the registrant 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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☐ | Small reporting company | ||
(Do not check if a 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 to Section 7(a)(2)(B) of the Securities Act.
Indicate by check mark whether the registrant 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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
The aggregate market value of voting stock held by non-affiliates of the Registrant on March 31, 2024, was approximately $
As of March 31, 2024, the registrant had
GLOBAL WARMING SOLUTIONS, INC.
ANNUAL REPORT ON FORM 10-K
FISCAL YEAR ENDED DECEMBER 31, 2023
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
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Security Ownership of Certain Beneficial Owners and Management |
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Forward-Looking Statements
This Annual Report on Form 10-K, or Form 10-K, contains “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially and adversely from those expressed or implied by such forward-looking statements. The forward-looking statements are contained principally in Item 1—”Business,” Item 1.A—”Risk Factors” and Item 7—”Management’s Discussion and Analysis of Financial Condition and Results of Operations” but appear throughout the Form 10-K. Examples of forward-looking statements include, but are not limited to our expectations, beliefs or intentions regarding our potential product offerings, business, financial condition, results of operations, strategies or prospects and other matters that do not relate strictly to historical facts or statements of assumptions underlying any of the foregoing. These statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “opportunity,” “plan,” “potential,” “predicts,” “seek,” “should,” “will,” or “would,” and similar expressions and variations or negatives of these words. These forward-looking statements are based on the expectations, estimates, projections, beliefs and assumptions of our management based on information currently available to management, all of which are subject to change. Such forward-looking statements are subject to risks, uncertainties and other factors that are difficult to predict and could cause our actual results and the timing of certain events to differ materially and adversely from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below in Item 1.A – “Risk Factors”. Furthermore, such forward-looking statements speak only as of the date of this Form 10-K. We undertake no obligation to update or revise publicly any forward-looking statements to reflect events or circumstances after the date of such statements for any reason, except as otherwise required by law.
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Part I
Item 1. Business.
THE COMPANY
Global Warming Solutions, Inc. (“Company”) is an Oklahoma corporation headquartered in Temecula, CA. that develops technologies to help mitigate climate change. The Company was formerly known as Southern Investments, Inc., and was domiciled in Oklahoma. On April 15, 2007, the company changed its name to Global Warming Solutions, Inc., and moved its headquarters to the commonwealth of Canada. In February 2021 we relocated to Temecula, California.
The Company was incorporated on March 30, 1999, as Southern Investments, Inc. and has not been in bankruptcy, receivership, or any similar proceeding. The Company has never been classified as a shell company.
On April 15, 2007, Southern Investments, Inc. acquired all the issued and outstanding stock of Global Warming Technologies, Inc., an Oklahoma corporation, in exchange for 55,000,000 shares of Southern Investments, Inc. common stock. Following the acquisition, Southern Investments, Inc. changed its name to Global Warming Solutions, Inc and the Company implemented a 1 for 10 reverse stock split of the Company’s outstanding common stock that took effect on July 6, 2007.
On October 23, 2019, the Company acquired the domain name “www.cbd.biz” and certain other intangible assets in exchange for a convertible promissory note for $100,000 and began offering hemp-based cannabinoid (“CBD”) products through this website.
On May 8, 2021, the company ceased all operations relating to CBD sales. The website “www.cbd.biz” has since been shut down. All operations pertaining to CBD sales have been divested and discontinued. The domain and all other assets associated with CBD sales was transferred to Green Holistic Solutions, Inc., in exchange for 18 million shares of Green Holistic Solutions, Inc. Green Holistic Solutions, Inc., is controlled by Paul Rosenberg and Michael Hawkins, both of whom are a significant shareholder of the Company.
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As of December 31, 2023, the Company’s total assets are $309,367. These assets are comprised primarily of $28,610 in cash, $2,990 in marketable securities, $125,672 in other receivables, $6,250 in deposits, $46,001 in other current assets, $13,637 in furniture and equipment, $5,414 in leasehold improvements, $8,989 in intangible assets, and $71,804 investment in Green Holistic. Our independent registered public accounting firm issued its report connection with the audit of our financial statements for the periods of January 1, 2022, through December 31, 2023, which included an explanatory paragraph in Note 3 describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern. Thus far, GWSO management has relied on capital loans and equity investments for the purpose of growing the business. Without continued loans or equity investments, we will not have the necessary capital required to execute our business plan and grow our business. Management has estimated that the costs associated with implementation of its business plan over the next twelve months include, but are not limited to, payroll, consulting, marketing and general administration of $1,000,000 (which expenses will be satisfied by means other than available cash expenditure, such as, but not limited to, equity or profit-sharing arrangements) and sales.
Management estimates that funding of approximately $500,000 will be needed to implement the business plan, should revenues not be generated, which was raised through equity capital.
OUR PLAN
The Company is engaged in the business of retail sales in climate change products and solutions. We believe that our products will provide our business consumers with solutions to mitigate risks associated with global warming. Our aim is to seek partnerships with companies and or inventors in order to develop patents related to green energy and or climate change. In addition to the resale component of our business, we provide consulting services in various approaches to the mitigating global warming risks and assist our clients with an execution plan for the benefit and growth of their business.
We compete in a highly competitive market that includes other climate change companies. Our growth is reliant upon our ability to promote our business as earth stewards and attract the attention of the target market who view environmental awareness as a lifestyle.
We currently operate the following websites, which are not incorporated as part of this registration statement:
| · | www.gwsogroup.com |
CORPORATE INFORMATION
Our principal executive office is located at 28751 Rancho CA RD, Suite 100, Temecula, CA 92590 and our telephone number is (951) 528-2102. Our fiscal year end is December 31 of each calendar year.
IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY
We currently qualify as an “emerging growth company” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we expect that we will take advantage of the reduced reporting requirements that are otherwise applicable to public companies. These reduced reporting requirements include:
| ■ | not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act of 2002, as amended (the “Sarbanes Oxley Act”); |
| ■ | reduced disclosure obligations regarding executive compensation in this report and in our future periodic reports, proxy statements and registration statements; and |
| ■ | not being required to hold a non-binding advisory vote on executive compensation or to seek stockholder approval of any golden parachute payments not previously approved. |
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We may continue to take advantage of these reduced reporting obligations until such time as we no longer meet the eligibility requirements. If certain events occur prior to such date, including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.07 billion or we issue more than $1.0 billion of non-convertible debt in any three year period, we would cease to be an emerging growth company.
We have elected to take advantage of certain of the reduced disclosure obligations regarding executive compensation and other matters in this report and other filings we make with the SEC. As a result, the information that we provide to our stockholders is different than the information you might receive from other public fully reporting companies in which you hold equity interests.
The JOBS Act also provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to avail ourselves of this exemption and, therefore, we are not subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
BUSINESS
Development of Business
Global Warming Solutions, Inc. (“Company”) is an Oklahoma corporation headquartered in California that develops technologies that help mitigate man made climate change while maintaining a retail operation. The Company was formerly known as Southern Investments, Inc., and was domiciled in Oklahoma. On April 15, 2007, the company changed its name to Global Warming Solutions, Inc., and moved its headquarters to the commonwealth of Canada. In February 2021 we relocated to Temecula, California.
The Company was incorporated on March 30, 1999, as Southern Investments, Inc. and has not been in bankruptcy, receivership or any similar proceeding. The Company has never been classified as a shell company.
On April 15, 2007, Southern Investments, Inc. acquired all of the issued and outstanding stock of Global Warming Technologies, Inc., an Oklahoma corporation, in exchange for 55,000,000 shares of Southern Investments, Inc. common stock. Following the acquisition, Southern Investments, Inc. changed its name to Global Warming Solutions, Inc and the Company implemented a 1 for 10 reverse stock split of the Company’s outstanding common stock that took effect on July 6, 2007.
On October 23, 2019, the Company acquired the domain name “www.cbd.biz” and certain other intangible assets in exchange for a convertible promissory note for $100,000 and began offering hemp-based cannabinoid (“CBD”) products through this website.
On May 8, 2021, the company ceased all operations relating to CBD sales. The website “www.cbd.biz” has since been shut down. All operations pertaining to CBD sales have been divested and discontinued.
BUSINESS STRATEGY
Industry Overview
Climate Change Industry
Typically, executives manage environmental risk as a threefold problem of I) regulatory compliance, ii) potential liability for industrial accidents, and iii) pollutant release mitigation. But climate change presents business risks that are different in kind because the impact is global, the problem is long-term, and the harm is irreversible.
The market for climate change solutions is highly competitive and rapidly evolving, resulting in a dynamic competitive environment with several dominant national and multi-national leaders. The Company will have to compete with established corporations that have greater financial, marketing, technical and human resource capabilities. Such competition may be able to undertake more extensive marketing campaigns, adopt more aggressive distribution policies and make more attractive offers to potential clients. The Company expects competition to persist and intensify in the future.
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Management believes that there is an increasing demand for money-making ideas created by the warming of our planet and that products and services that slow the flow of greenhouse gases by using less energy or by substituting clean energy for fossil fuels are in great demand.
The company’s plan is focused on introducing our patented device that stores power, creates oxygen, and produces hydrogen. We will create and sell this product initially focusing on DOD (Department of Defense), and DOE as existing relationships through our partners make these entities the easiest path to market.
An initial product and services offering will help meet the growing demand for more efficient and clean energy solutions. Our product is unique in that it can generate electricity from a renewable source, creating oxygen, and producing hydrogen on demand from an electro chemical reaction. We anticipate this product will be in high demand for residential, commercial, and industrial applications. We plan to launch this product and service offering in the markets of the United States and Europe but could increase market share by expanding to markets in Asia and developing countries. We have identified the right personnel and developed a strategy to achieve success. It is the company’s belief that profits will begin to be realized once we can begin the manufacturing process.
Our company offers a product that generates power, oxygen, and hydrogen on demand.
Battery power and hydrogen production are essential to the world because they provide a clean and efficient source of energy. Our battery technology differs in that it is not an accumulator of energy but rather a production unit capable of storing energy through an electrochemical process allowing for easy access when needed. Our unit also produces Hydrogen on demand production, which on the other hand, allows for the storage of energy in a form that can be easily transported to be used elsewhere. Hydrogen can also be used to power vehicles, replacing the need for traditional fossil fuels. Both battery power and hydrogen production provide the world with renewable and clean sources of energy, reducing emissions and helping to combat climate change. The main downside of hydrogen power sources is the difficulty and expense associated with producing, storing, and transporting hydrogen fuel, and the current lack of refueling infrastructure.
Hydrogen fuel cells are also expensive compared to other forms of renewable energy, and many of the components used in the production of hydrogen fuel are petroleum-based, making it a less environmentally friendly option. Hydrogen as an energy source can have positive and negative impacts on the planet. On the positive side, hydrogen has the potential to be a clean and renewable energy source, since it can be produced through renewable energy sources and when used in a fuel cell, it only produces water as a byproduct. On the negative side, producing and transporting hydrogen (especially in the preliminary stages of its development) can have significant emissions of greenhouse gases, such as carbon dioxide and methane, which contribute to climate change. Additionally, when produced from non-renewable resources, like natural gas, it might contribute to air pollution and other types of pollution.
Our product is an on-demand hydrogen and oxygen generator powered by a battery storage system. It is an advanced technology solution for any user’s energy storage and supply needs. This system produces clean hydrogen and oxygen gas on demand, and stores the energy generated in a battery. This stored energy can be used to power vehicles and homes, or other industrial processes; allowing users to be able to make use of the energy whenever and however they need. As an added benefit, the hydrogen and oxygen produced by this device are entirely renewable and free from toxic emissions. This system is both affordable and easy to use, making it an ideal solution for personal, industrial, and commercial needs. The marketing strategy for this product will be focused on building relationships with prime defense contractors and government agencies that are active in the defense industry. Sales staff should work to continually build and strengthen these relationships by providing demonstrations of the product’s capabilities, offering customized solutions to fit their needs, and regularly following up on existing contracts. In addition to the direct sales approach, we recommend engaging in other outreach initiatives such as attending trade shows, running media campaigns, and engaging in thought leadership initiatives such as contributing articles or panel discussions at industry events. Through these initiatives, our focus should continue to be on building and reinforcing relationships that can result in government contracts. We can license our technology to the auto industry in a variety of ways. We can offer license agreements with terms and conditions that best fit the needs of our customers. There are several types of license agreements we can consider such as an End-User License Agreement (EULA), a Subscription License Agreement, an Implementation License Agreement, or an Evaluation Agreement. It is important to consider the legal aspects of our technology, such as intellectual property rights and the confidentiality of any data collected, when licensing it to third parties. Additionally, we can provide a range of services, such as support and maintenance, to make sure our licensees have an easy and successful experience with our technology. in our local area, as well as online through our website. Our products will be competitively priced, and we plan to offer customer service and warranties to our customers. Additionally, we will be investing in digital marketing campaigns to reach new customers and increase our brand awareness.
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Description of Business
Our current business strategy is to generate revenue through three basic options: I) consulting fees, ii) royalty fees, and iii) retail sales.
Principal Products
Currently the company has initiated research and development on Hydrogen Fuel Cell Batteries which they expect to compete directly with the current Lithium-Ion market.
Our retail operations will be primarily business to customer, while our consulting and royalty revenues, when earned, will be primarily business to business.
Customers
There were no customers for the year ended December 31, 2023 or 2022. Approximately 93% of our sales for the year ended December 31, 2022, were generated from one client in the country of Hungary.
Patents, Trademarks, Trade Secrets, and Other Intellectual Property
To generate revenue from royalties and consulting, we have been developing technologies for future use and development. There are no assurances any of these items currently identified as research and development will materialize or generate revenue for the Company.
We have created various formulas and processes we intend to patent and/or copyright for future use and licensing. The following list comprise our intellectual property:
Pick-Up-Oil – is a proprietary carbon sorbent for oil collection. Under the process, the airborne sorbent is discharged in the oil slick and after absorbing the oil is collected. The product is then extracted from the oil and available for secondary use.
Hybrid Electrochemical Energy System – is a patented battery system employing advanced manufacturing techniques for solid state electrolytes. With large capacity anode due to distinctive design creating higher specific energy due to air oxygen acting as a depolarizer we expect much quicker charging times and far cheaper manufacturing costs.
Exclusive Rights License Technology
Growth Strategy
We anticipate growth in our operations through normal acceptance of our products, through the licensing of our technologies and intellectual properties, and through acquisitions when deemed in the best interest of our shareholders.
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Competition
The Company competes with other industry participants, including those in global warming products and services. Market and financial conditions, and other conditions beyond the Company’s control may make it more attractive for prospective customers to do business with other entities.
Our potential competitors may have greater resources, longer histories, more developed intellectual property, and lower costs of operations. Other companies also may enter business combinations or alliances that strengthen their competitive positions.
Recent Events
In April 2024, the Company received an engine from the US Navy to begin integration of its hydrogen technology.
In January 2024, the Company signed a letter of intent with Coal Creek Energy, LLC. to produce hydrogen and hydrogen infrastructure in Kansas.
In January 2024, the Company appoints academic Ph.D. (Geophysics) Dr. Jason McKenna to its advisory board.
In January 2024, the Company completes its acquisition of AQST-USA, LLC.
In December 2023, the Company signed a contract for developing and integrating its on-demand hydrogen technology to support a US Navy contract.
In November 2023, the Company appoints academic Ph.D. (Chemical and Petroleum Engineering) Dr. Reza Barati to its advisory board.
In September 2023, the Company signed a Memorandum of Understanding with DVL Express to integrate Econ Hydrogen technology into DVL’s truck fleet by 2026.
In August 2023, the Company’s Eco Hydrogen Technology received letters of endorsement from the Mississippi Enterprise for Technology (MSET), the University of Southern Mississippi (USM), and the Mississippi Defense Initiative (MDI).
In July 2023, the Company appointed Dick Simon to its Advisory Board.
In July 2023, the Company was invited and submitted a pitch proposal for federal grants through the National Science Foundation to further develop Eco Hydrogen technologies.
In July 2023, the Company signed a Letter of Intent to Acquire AQST-USA, LLC.
In April 2023 Michael Pollastro (CEO of Global Warming Solutions Inc.) Acquired 742,000 shares of the company’s common stock from a private investor.
In March 2023, the Company along with AQST-USA, LLC. showcased their “Sodium Battery Hydrogen Generator” technology for Northwest UAV at their facilities in McMinnville, Oregon.
In November 2022, The Company along with AQST-USA, LLC. completed building, and testing their “Sodium Battery Hydrogen Generator’ prototype.
In May 2022 the Company contracted AQST-USA, LLC. to assist with the design and build of their “Sodium Battery Hydrogen Generator” prototype.
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Employees
We currently have 1 officer and director who provide all the primary research and development for future licensing and product evaluations. Our management team has no agreement with the Company and works as needed. We assume as the requirements grow, future commitments from our officers will be obtained. Current management is believed to have been compensated at below market levels during the past five years.
All other services required by the Company are managed by consultants as needed.
Item 1A. Risk Factors.
An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this report, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
Risks Relating to Our Business
Our independent registered public accounting firm, Weinstein International, has expressed substantial doubt about our ability to continue as a going concern in their audit report in regards to our operations.
In their audit report our PCAOB auditor Weinstein International issued a going concern opinion in regards to our operations. The going concern was issued due to the fact that we have not yet achieved profitable operations and raising additional funds through financing is subject to substantial doubt.
Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty. These factors raise substantial doubt about our ability to continue as a going concern.
Our public stockholders may not be afforded an opportunity to vote on a proposed business transaction, which means we may complete a business transaction even though a majority of our public stockholders do not support such a combination.
We may choose not to hold a stockholder vote to approve a business transaction unless a business transaction would require stockholder approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other reasons. Except as required by law, the decision as to whether we will seek stockholder approval of a proposed business transaction will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may complete a business transaction even if holders of a majority of our public shares do not approve of the business transaction we complete.
If we seek stockholder approval of a business transaction, our sponsor, directors, officers, advisors and their affiliates may elect to purchase public shares from public stockholders, which may influence a vote on a proposed business transaction and reduce the public “float” of our common stock.
If we seek stockholder approval of a proposed business transaction, our directors, officers, advisors, or their affiliates may purchase public shares in privately negotiated transactions or in the open market either prior to or following the completion of the proposed business transaction, although they are under no obligation to do so. However, they have no current commitments, plans, or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the company funds will be used to purchase public shares in such transactions. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof. In addition, if such purchases are made, the public “float” of our common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.
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The applicable exchanges may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
We expect that our common stock will continue to be listed on the OTCMarkets Pink Sheets. We may apply to have our units listed on the OTCMarkets QB promptly after the submission of this report. We cannot guarantee that our securities will be approved for listing. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards of the OTCMarkets, we cannot assure you that our securities will be, or will continue to be, listed on the OTCMarkets in the future or prior to our business ventures. In order to continue listing our securities on the OTCMarkets prior to our business ventures, we must maintain certain financial, distribution, and stock price levels. Generally, we must maintain a minimum amount in stockholders’ equity and a minimum number of holders of our securities. Additionally, we will be required to demonstrate compliance with the OTCMarkets’ initial listing requirements, which are more rigorous than the Pink Sheets continued listing requirements, in order to continue to maintain the listing of our securities on the OTCMarkets. We cannot assure you that we will be able to meet all initial listing requirements. If the OTCMarkets delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on the Pink Sheets. If this were to occur, we could face significant material adverse consequences, including:
| ■ | a limited availability of market quotations for our securities; |
| ■ | reduced liquidity for our securities; |
| ■ | a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
| ■ | a limited amount of news and analyst coverage; and/or |
| ■ | a decreased ability to issue additional securities or obtain additional financing in the future. |
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and eventually our common stock will be listed on the OTCMarkets, our common stock will likely be deemed covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on the OTCMarkets, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities, including in connection with possible business transactions.
We may be required to take write-downs or write-offs, restructuring and impairment, or other charges that could have a significant negative effect on our financial condition, resulting in a decline of operations, consequently, our stock price, which could cause you to lose some or all of your investment.
We cannot assure you that our due diligence will surface all material issues that may be present in our business, and it is likely not possible to uncover all material issues through a customary amount of due diligence, or factors outside of our control which may arise. As a result of these factors, we may be forced to write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject to as a result of assuming pre-existing debt held by virtue of our obtaining debt financing to partially finance business operations. Accordingly, stockholders could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business affairs constituted an actionable material misstatement or omission.
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If third parties bring claims against us, our proceeds could be reduced, and the per-share price may drastically reduce.
Our fund reserves may not be satisfactory to protect us from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses, and other entities with which we do business with execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against those funds, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility, or other similar claims, as well as claims challenging the enforceability of the waiver, which will be made in order to gain an advantage with respect to a claim against our assets, including the funds held in reserves. If any third party refuses to execute an agreement waiving such claims to our funds, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Making such a request of potential clients and vendors may make our proposals less attractive and, to the extent those businesses refuse to execute such a waiver, it may limit the field of potential target business that we might pursue. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future, as a result of, or arising out of, any negotiations, contracts, or agreements with us and will not seek recourse against our reserve funds. Moreover, none of our officers, directors, members, or affiliates will indemnify us for claims by third parties including, without limitation, claims by clients, vendors, and prospective target businesses.
We may not have sufficient funds to satisfy indemnification claims of our directors and officers.
We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive (and any other persons who may become an officer or director prior to the initial business transaction will also be required to waive) any right, title, interest, or claim of any kind in or reserved funds, as well as to not seek recourse against such funds for any reason whatsoever (except to the extent they are entitled to funds due to their ownership of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds notwithstanding our reserves, or (ii) we consummate a business transaction or transaction relieving us from such claims. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
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If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we may be exposed to claims of punitive damages.
If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages.
If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
If, before distributing our reserve funds to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the funds held by us could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete our accounts and assets, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be severely reduced.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming, and costly. Those laws and regulations, and their interpretation and application, may also change from time to time, and those changes could have a material adverse effect on our business, investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business affairs.
We have not adopted plans to hold an annual meeting of stockholders, which could delay the opportunity for our stockholders to elect directors.
We may not hold an annual meeting of stockholders until after we consummate a future business transaction (unless required by law). Therefore, if our stockholders want us to hold an annual meeting prior to our consummation of a future business transaction, they may attempt to force us to hold one by submitting an application to the Oklahoma Department of Commerce under Oklahoma code.
Past performance by our management team, directors, advisors, and their respective affiliates may not be indicative of future performance of an investment in the company or in the future performance of any business we may acquire.
Information regarding performance by, or businesses associated with, our management team, directors and advisors, and their respective affiliates, is presented for informational purposes only. Past performance by our management team, directors and advisors, and such affiliates is not a guarantee of success with respect to any future business transaction we may consummate. You should not rely on the historical performance of our management team, directors and advisors, or that of their respective affiliates as indicative of the future performance of an investment in the company or the returns the company may generate going forward. Our management team, directors and advisors, and their respective affiliates have had limited past experience with publicly traded entities and have little to no experience working together.
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We may seek future business transaction opportunities in industries or sectors which may or may not be outside of our management team’s area of expertise.
Although we intend to focus on identifying companies in the climate sector, we will consider business transactions and deals outside of our management team’s area of expertise if presented to us and we determine that such offers are attractive opportunities for our company to grow. Although our management will endeavor to evaluate the risks inherent in any particular business transaction, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a business transaction. In the event we elect to pursue a business transaction outside of the areas of our management team’s expertise, our management team’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this report regarding the areas of our management team’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any stockholders who choose to remain stockholders following a business transaction could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.
We may seek future business transaction opportunities with a financially unstable business or an entity lacking an established record of revenue, cash flow or earnings, which could subject us to volatile revenues, cash flows or earnings, or difficulty in retaining key personnel.
To the extent we complete a business transaction with a financially unstable business or an entity lacking an established record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.
We are not required to obtain an opinion from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
Unless we complete a future business transaction with an affiliated entity or our board cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm or an independent accounting firm that the price we are paying is fair to our company from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to a future business transaction.
We may issue additional common stock or register preferred stock to complete a future business transaction, to conduct regular business, or according to an employee incentive plan.
Our amended and restated certificate of incorporation authorizes the issuance of up to 1,500,000,000 shares of common stock, par value $0.001 per share. Nevertheless, we may issue a substantial number of additional shares of common stock to complete a future business transaction or under an employee incentive plan after completion of a future business transaction. We may also register a newly adopted preferred class of stock.
The issuance of additional shares of common stock or registration of preferred shares:
| ■ | may significantly dilute the equity interest of investors in this offering; |
| ■ | may subordinate the rights of holders of common stock if a newly adopted preferred stock class is registered with rights senior to those afforded our common stock; |
| ■ | could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and |
| ■ | may adversely affect prevailing market prices for our units and common stock. |
Our ability to successfully conduct a business transaction and to be successful thereafter, or to conduct business in general will be totally dependent upon the efforts of our key personnel, some of whom may join us following such business transactions. The loss of key personnel could negatively impact the operations and profitability of a post-combination business.
Our ability to successfully effect a business transaction is dependent upon the efforts of our key personnel. The role of our key personnel in our current business or one combined with, however, cannot presently be ascertained. Although some of our key personnel may remain with the business in senior management or advisory positions following a business transaction, it is likely that some or all of the management of the merged business will remain in place. While we intend to closely scrutinize any individuals we employ after a business transaction, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. In addition, the officers and directors of a business we merge with may resign upon completion of a business transaction. The departure of a merging business’ key personnel could negatively impact the operations and profitability of our overall business. The role of a merging business’ key personnel upon the completion of a business transaction cannot be ascertained at this time. Although we contemplate that certain members of a merging company’s management team will remain associated with the merging business, it is possible that members of the management of a merging business will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
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We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.
Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.
Our key personnel may negotiate employment or consulting agreements as well as reimbursement of out-of-pocket expenses. These agreements may provide for them to receive compensation or reimbursement for out-of-pocket expenses.
Our key personnel will likely negotiate employment or consulting agreements. They may negotiate reimbursement of any out-of-pocket expenses incurred on our behalf, should they choose to do so. Such negotiations could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us, or as reimbursement for such out-of-pocket expenses. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us.
Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete a future business transaction.
Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and their other businesses. Although we have retained and may in the future retain consultants to perform certain services for us, we do not intend to have any full-time employees at this time. Each of our officers and directors is engaged in other business endeavors for which he may be entitled to substantial compensation and our officers and directors are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors may also serve as officers or board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to conduct sufficient business. Currently, there are no business affiliations or other business interests to be made aware of.
Certain as our officers and directors are now, all of them may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.
Our officers and directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business. Our officers and directors may invest in diverse industries, including in the climate sector. There could be overlap between companies that would be suitable for a business transaction if one occurs. Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and other entities to which they owe certain fiduciary or contractual duties. Any such opportunities may present additional conflicts of interest in pursuing businesses, and our directors and officers may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a such businesses may be presented to another entity prior to being presented to us. We will likely renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Currently, there are no business affiliations or potential conflicts of interest to be made aware of.
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U.S. Shareholders may face difficulties in effecting service of process against officers and directors, enforcing judgments obtained in U.S. courts or foreign courts based on the civil liability provisions of the U.S. federal securities laws against them, and bring an original action in foreign courts to enforce liabilities based on the U.S. federal securities laws against them.
While we are a U.S. based business, organized under the laws of the State of Oklahoma, the officers of the Company reside in Canada, governed by its own laws, which may conflict with U.S. federal and state laws. U.S. shareholders may require additional legal advice in international law that may require an additional financial burden should they seek legal remedies against an officer or director who resides in Canada, or any other foreign country. Furthermore, acts which may be illegal in the U.S. may not be illegal in the country in which they reside.
Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business transaction with a business affiliated with our directors or officers, although we do not intend to do so. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.
We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business transaction or business deal in general, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.
We may choose to incur substantial debt to complete a business transaction or to conduct business. We will likely decline to incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest, or claim of any kind in or to the monies held by us. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
| ■ | default and foreclosure on our assets if our operating revenues are insufficient to repay our debt obligations; |
| ■ | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
| ■ | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
| ■ | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
| ■ | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes; |
| ■ | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
| ■ | increased vulnerability to adverse changes in general economic, industry, and competitive conditions and adverse changes in government regulation; |
| ■ | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and |
| ■ | other disadvantages compared to our competitors who have less debt. |
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We may attempt to simultaneously complete business transactions with multiple prospective targets, which may give rise to increased costs and risks that could negatively impact our operations and profitability.
We do not intend to purchase multiple businesses in unrelated industries in conjunction with our business. With multiple business transactions, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
Our management may not be able to maintain control of a target business after a business transaction.
We may structure a business transaction by which the post-transaction company which our public stockholders’ shares will make up less than 100% of the equity interests or assets of the merging business. As a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, if this were to occur, it may make it more likely that our management will not be able to maintain our control of the business. We cannot provide assurance that, upon loss of control of our business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
We may be unable to obtain additional financing to complete a business transaction or to fund the operations and growth of a business, which could compel us to restructure or abandon a particular business transaction.
We have no plans at this time to initiate any type of business transaction. As a result, we may be required to seek additional financing to complete such a business transaction. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete a business transaction, we would be compelled to either restructure the transaction or abandon that particular business transaction and seek an alternative business to combine with. In addition, even if we do not need additional financing to complete a business transaction, we may require such financing to fund the operations or growth of the newly combined business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of such business. None of our officers, directors, or stockholders are required to provide any financing to us.
Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous business transactions with prospective businesses.
Financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP and may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit our appeal to other businesses we engage because some businesses may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal rules.
We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain an emerging growth company until the last day of the fiscal year in which (1) the aggregate worldwide market value of our common stock held by non-affiliates (public float) equaled or exceeded $250 million as of our prior fiscal year, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the aggregate worldwide market value of our common stock held by non-affiliates equaled or exceeded $700 million as of our prior fiscal year. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements and other disclosures with other public companies difficult or impossible.
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Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As a company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.
An investment in this offering may result in uncertain or adverse U.S. federal income tax consequences.
An investment in this offering may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities that directly address instruments similar to the units we are issuing in this offering, the allocation an investor makes with respect to the purchase price of a unit between the share of common stock could be challenged by the U.S. Internal Revenue Service (“IRS”) or the courts. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences applicable to their specific circumstances when purchasing, holding, or disposing of our securities.
If we effect a business transaction with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.
If we effect a business transaction with a company with operations or opportunities outside of the United States, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:
| ■ | higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets; |
| ■ | rules and regulations regarding currency redemption; |
| ■ | complex corporate withholding taxes on individuals; |
| ■ | laws governing the manner in which future business transactions may be affected; |
| ■ | tariffs and trade barriers; |
| ■ | regulations related to customs and import/export matters; |
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| ■ | longer payment cycles and challenges in collecting accounts receivable; |
| ■ | tax issues, including but not limited to tax law changes and variations in tax laws as compared to the United States; |
| ■ | currency fluctuations and exchange controls; |
| ■ | rates of inflation; |
| ■ | cultural and language differences; |
| ■ | employment regulations; |
| ■ | data privacy; |
| ■ | changes in industry, regulatory or environmental standards within the jurisdictions where we operate; |
| ■ | crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars; |
| ■ | deterioration of political relations with the United States; and |
| ■ | government appropriations of assets. |
We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely impact our results of operations and financial condition.
We may face risks related to climate sector companies.
Business transactions with companies in the climate sector, which we broadly define as consisting of all companies the business of which results, directly or indirectly, in the reduction of CO2 and other greenhouse gases into the atmosphere that would otherwise have occurred, entail certain risks. If we are successful in managing a climate sector business plan, we may be subject to, and possibly adversely affected by, the following risks:
| ■ | recognizing that the market for CO2 avoidance and removal is grounded in science, any material change in consensus scientific opinion in respect of the urgency or potential remedies to the climate challenge could affect the economics of or total addressable market for clean energy and other CO2 reducing products and specialists; |
| ■ | governmental or regulatory actions in any or all of our chosen markets, even if well intentioned from a climate perspective, could have an immediate and dramatic effect on our business operations and opportunities; |
| ■ | the increasingly partisan nature of the public debate about climate issues could result in a consumer backlash in certain markets against products and services which exist, in whole or in part, to reduce CO2 emissions into the atmosphere; |
| ■ | shifting approaches over time to how CO2 emissions are calculated, or to the perceived long-term effectiveness of various approaches to CO2 storage and sequestration, could affect the perceived environmental benefit of our products and services; |
| ■ | dependence of our operations upon third-party suppliers or service providers whose failure either to perform adequately or to adhere to our environmental standards could disrupt our business; |
| ■ | difficulty in establishing and implementing a commercial and operational approach adequate to address the specific needs of the markets we are pursuing; |
| ■ | difficulty in identifying effective local partners and developing any necessary partnerships with local businesses on commercially and environmentally acceptable terms; |
| ■ | our inability to comply with governmental regulations or obtain governmental approval for our products and/or business operations; |
| ■ | difficulty in competing against established companies who may have greater financial resources and/or a more effective or established localized business presence and/or an ability to introduce and sell low or no carbon products at minimal or negative operating margins for sustained periods of time; |
| ■ | difficulty in competing successfully with improved technologies introduced subsequent to our own; |
| ■ | the possibility of applying an ineffective commercial approach to targeted markets, including product offerings that may not meet market needs with respect to their environmental or non-environmental attributes; |
| ■ | an inability to build strong brand identity, environmental credibility or reputation for exceptional customer satisfaction and service; |
| ■ | difficulty in generating sufficient sales volumes at economically sustainable profitability levels; |
| ■ | difficulty in timely identifying, attracting, training, and retaining qualified sales, technical, and other personnel; and |
| ■ | any significant disruption in our computer systems or those of third parties that we would utilize in our operations, including disruptions or failure of our networks, systems or technology as a result of computer viruses, “cyber-attacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events. |
Item 2. Properties
Our primary offices located in Temecula, CA. has a 3 year and 7-month lease which commenced on March 1st 2021. A security deposit of $6,250.00 is being held. Base rent of $4,800.00 commenced on October 1st 2021 and the lease expires September 30th 2024 with the option to renew.
Item 3. Legal Proceedings.
None
Item 4. Not applicable
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Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases off Equity Securities
Our common stock is quoted on OTCMarkets Pink Sheets under the symbol GWSO. The following table sets forth for the periods indicated the range of high and low bid quotations per share as reported by OTCMarkets Pink Sheets. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.
Period |
| High |
|
| Low |
| ||
January 1, 2022 through March 31, 2022 |
|
| 9.24 |
|
|
| 3.01 |
|
April 1, 2022 through June 30, 2022 |
|
| 5.10 |
|
|
| 2.36 |
|
July 1, 2022 through September 30, 2022 |
|
| 8.74 |
|
|
| 2.31 |
|
October 1, 2022 through December 31, 2022 |
| $ | 6.60 |
|
| $ | 3.22 |
|
January 1, 2023 through March 31, 2023 |
|
| 4.35 |
|
|
| 2.75 |
|
April 1, 2023 through June 30, 2023 |
|
| 3.00 |
|
|
| 1.52 |
|
July 1, 2023 through September 30, 2023 |
|
| 4.48 |
|
|
| 1.08 |
|
October 1, 2023 through December 31, 2023 |
| $ | 2.90 |
|
| $ | 1.21 |
|
The closing price of our common stock as reported on OTCMarkets Pink Sheets was $1.55 on December 31, 2023.
Item 6. Selected Financial Data
As a smaller reporting company, as defined by Section 10(f)(1) of Regulation S-K, we are not required to provide the information set forth in this Item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes and other information that are included elsewhere in this Form 10-K. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward looking statements as a result of a number of factors, including those set forth under the cautionary note regarding “Forward Looking Statements” contained in Item 1.A – “Risk Factors”.
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RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
Substantial positive and negative fluctuations can occur in our business due to a variety of factors, including fluctuations in the economy, and the ability to raise capital. In addition, results of operations, which may fluctuate in the future, may be materially affected by many factors of a national and international nature, including economic and market conditions, currency values, inflation, the availability of capital, the level of volatility of interest rates, the valuation of security positions and investments and legislative and regulatory developments. Our results of operations also may be materially affected by competitive factors and our ability to attract and retain highly skilled individuals.
Our operating results for the years ended December 31, 2023, and 2022 are summarized as follows:
Statements of Operations | ||||||||
|
| For the years ending |
| |||||
|
| December 31, |
| |||||
|
| 2023 |
|
| 2022 |
| ||
|
|
|
|
| ||||
Revenue from services |
| $ | -0- |
|
| $ | -0- |
|
Total cost of sales |
| -0- |
|
| -0- |
| ||
Gross income |
| $ | -0- |
|
| $ | -0- |
|
Total operating expenses |
|
| 427,884 |
|
|
| 1,236,303 |
|
Net income (loss) from operations |
| $ | (427,884 | ) |
| $ | (1,236,303 | ) |
Revenue
The Company had no revenue for the years ended December 31, 2023, and 2022.
Cost of Goods Sold
The Company had cost of goods sold for the years ended December 31, 2023, and 2022.
Gross Profit
The Company had no gross profit for the years ended December 31, 2023, and 2022.
Operating Expenses
Our operating expenses for the year ended December 31, 2023, was $427,884 compared to $1,236,303 for the year ended December 31, 2022. Our total operating expenses for the year ended December 31, 2023, consisted of $109,930 of selling, general and administrative expenses, professional fees of $151,104, research and development of $151,000, and amortization expense of $15,850. Our total operating expenses for the year ended December 31, 2022, of $1,236,303, consisted of $414,008 of selling, general and administrative expenses, professional fees of $232,399, research and development of $574,047, and amortization expense of $15,580. Our general and administrative expenses consist of bank charges and other expenses.
Net Operating Loss
Our net operating loss for the year ended December 31, 2023, was $444,462 as compared to a net operating loss of $1,277,750 for the year ended December 31, 2022.
Liquidity and Capital Resources
As of December 31, 2023, we had current assets of $209,523, including $28,610 in cash, and current liabilities of $352,902, resulting in a working capital deficit of $143,379.
We believe as of the date of this report, we have the working capital on hand, along with our expected cash flow from operations, to fund our current level of operations at least through the end of the next twelve months. However, there can be no assurance that we will not require additional capital. If we require additional capital, we will seek to obtain additional working capital through the sale of our securities and, if available, bank lines of credit. However, there can be no assurance we will be able to obtain access to capital as and when needed and, if so, the terms of any available financing may not be subject to commercially reasonable terms.
| 21 |
| Table of Contents |
Cash Flows
Operating Activities
We used cash for operating activities totaling $514,274 during the year ended December 31, 2023, and used cash for operating activities totaling $1,311,502 during the year ended December 31, 2022. This decrease in cash used in operations was primarily due to the reduced net loss of $833,288.
Investing Activities
There was not cash used in investing activities during the year ended December 31, 2023. Cash provided by investing activities totaling $3,042 during the year ended December 31, 2022.
Investing activities during the year ended December 31, 2022, consisted of $5,550 of deposits on lease offset by $2,508 in intangible.
Financing Activities
We generated cash from financing activities totaling $542,805 during the year ended December 31, 2023. Financing activities during the year ended December 31, 2023, consisted of $537,500 of proceeds from the issuance of stock and $5,305 in proceeds from short-term debt.
We generated cash from financing activities totaling $467,900 during the year ended December 31, 2022. Financing activities during the year ended December 31, 2022, consisted of $167,900 of proceeds from the issuance of stock and $300,000 in proceeds from short-term debt.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
| 22 |
| Table of Contents |
Item 8. Financial Statements
Report of the Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Global warming solutions, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Global warming solutions Inc. and its subsidiaries (“the Company”) as of December 31, 2023 and 2022 and the related statements of operations, changes in stockholders’ deficit and cash flows, for each of the years then ended, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31 2023, in conformity with generally accepted accounting principles in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, as of December 31, 2023, the Company has suffered losses from operations in all years since inception and has a nominal working capital surplus. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
| F-1 |
Going concern- refer to note 3 of the financial statements
Critical audit matter description
The Company raised a substantial doubt about the entity’s ability to continue as a going concern for a reasonable period of time. The financial statements for the years under audit have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. See the explanatory paragraph of the opinion paragraph.
How the Critical Audit Matter was addressed in the Audit
| - | We evaluated whether there is substantial doubt about the entity’s ability to continue as a going concern for a reasonable period of time. |
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| - | We obtained information about management’s plans that are intended to mitigate the effect of such conditions or events, and assess the likelihood that such plans can be effectively implemented. |
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| - | We added explanatory paragraph to the audit report. |
/s/
We have served as the Company’s auditor since 2020.
June 21, 2024
| F-2 |
GLOBAL WARMING SOLUTIONS, INC.
Balance Sheets
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Marketable securities |
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Other receivable |
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Deposits |
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Other current assets |
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Total current assets |
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Furniture and equipment, net |
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Leasehold improvements, net |
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Intangible assets, net |
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Investment in Green Holistic |
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Total assets |
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Current liabilities |
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Accounts payable and accrued expenses |
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Loan payable |
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Other current liabilities |
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Total current liabilities |
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Total liabilities |
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Stockholders' equity |
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Common stock, $ |
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as of December 31, 2023 and December 31, 2022, respectively. |
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Accumulated deficit |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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See accompanying notes to these audited financial statements
| F-3 |
GLOBAL WARMING SOLUTIONS, INC.
Statement of Operations
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Revenue |
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Sales |
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Cost of sales |
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Gross profit |
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Operating expenses |
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Research and development |
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Amortization and depreciation |
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Total operating expenses |
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Net income (loss) |
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Basic and diluted (Loss) per share: |
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| F-4 |
GLOBAL WARMING SOLUTIONS, INC.
Statement of Stockholders Deficit
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Balance – December 31, 2021 |
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Net loss |
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Balance – December 31, 2022 |
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Balance – December 31, 2023 |
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See accompanying notes to these audited financial statements
| F-5 |
GLOBAL WARMING SOLUTIONS, INC.
Statement of Cash Flows
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Net (loss) |
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Adjustments to reconcile net loss to net |
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Changes in operating assets and liabilities: |
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See accompanying notes to these audited financial statements
| F-6 |
GLOBAL WARMING SOLUTIONS, INC.
Notes to Financial Statements
December 31, 2023
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Global Warming Solutions, Inc. (“Company”) is an Oklahoma corporation headquartered in Canada that develops technologies that help mitigate global warming. The Company was formerly known as Southern Investments, Inc., and was domiciled in Oklahoma. On April 15, 2007, the company changed its name to Global Warming Solutions, Inc., and moved its headquarters to the commonwealth of Canada. In February 2021 we relocated to Temecula, California.
The Company was incorporated on March 30, 1999, as Southern Investments, Inc. and has not been in bankruptcy, receivership, or any similar proceeding. The Company has never been classified as a shell company.
On April 15, 2007, Southern Investments, Inc. acquired all the issued and outstanding stock of Global Warming Technologies, Inc., an Oklahoma corporation, in exchange for
On October 23, 2019, the Company acquired the domain name, “www.cbd.biz” and other intangible assets from related parties Paul Rosenberg and Overwatch Partners, Inc., for $
On May 8, 2021, the company ceased all operations relating to CBD sales. The website “www.cbd.biz” has since been shut down. All operations pertaining to CBD sales have been divested and discontinued. The domain and all other assets associated with CBD sales was transferred to Green Holistic Solutions, Inc., in exchange for
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates include revenue recognition; sales returns and other allowances; allowance for doubtful accounts; valuation of inventory; valuation and recoverability of long-lived assets; property and equipment; contingencies; and income taxes.
On a regular basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.
| F-7 |
Revenue Recognition Policies
We earn revenue from the sale of products.
Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
We determine revenue recognition through the following steps:
| · | identification of the contract, or contracts, with a customer; |
| · | identification of the performance obligations in the contract; |
| · | determination of the transaction price; |
| · | allocation of the transaction price to the performance obligations in the contract; and |
| · | recognition of revenue when, or as, we satisfy a performance obligation. |
Concentration of Credit Risk and Significant Customers
Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable. The Company places its temporary cash investments with financial institutions insured by the FDIC. The Company had no customers for the year ended December 31, 2023.
Concentrations of credit risk with respect to trade receivables and commodities are limited due to the diverse group of customers to whom the Company provides services to. The Company establishes an allowance for doubtful accounts when events and circumstances regarding the collectability of its receivables or the selling of its commodities warrant based upon factors such as the credit risk of specific customers, historical trends, other information and past bad debt history. The outstanding balances are stated net of an allowance for doubtful accounts.
Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may occasionally maintain amounts on deposit with a financial institution that are in excess of the federally insured limit of $
The Company had $
Cost of Goods Sold
The Company recognizes the direct cost of purchasing product for sale, including freight-in and packaging, as cost of goods sold in the accompanying statement of operations.
Accounts Receivable
The Company’s accounts receivable are trade accounts receivable. The Company recognized $
Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
Basic and Diluted Net Loss Per Share
The Company follows ASC Topic 260 – Earnings Per Share, and FASB 2015-06, Earnings Per Share to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
| F-8 |
Basic net earnings (loss) per common share are computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares consist convertible debentures.
Warranties
Warranty reserves include management’s best estimate of the projected costs to repair or to replace any items under warranty, based on actual warranty experience as it becomes available and other known factors that may impact the Company’s evaluation of historical data. Management will review Redfern’s reserves at least quarterly, when they exist, to ensure that its accruals are adequate in meeting expected future warranty obligations, and the Company will adjust its estimates as needed. Initial warranty data can be limited early in the launch of a product and accordingly, the adjustments that are recorded may be material. As a result, the products that can be returned as a warranty replacement are extremely limited. As a result, due to the Company’s warranty policy, the Company did not have any significant warranty expenses to report for the years ended December 31, 2023, and 2022. Based on these actual expenses, the warranty reserve, as estimated by management as of December 31, 2023, and 2022 were at $
It is likely that as we start selling higher priced products, that are not affected by federal shipping laws and/or are not single use items, we will acquire additional information on the projected costs to service work under warranty and may need to make additional adjustments. Further, a small change in the Company’s warranty estimates may result in a material charge to the Company’s reported financial results.
Commitments and Contingencies
The Company reports and accounts for its commitments and contingencies in accordance with ASC 440 – Commitments and ASC 450 – Contingencies. We recognize a loss on a contingency when it is probable a loss will incur and that the amount of the loss can be reasonably estimated. As of December 31, 2023, and 2022, the Company recognized a loss on contingencies of $
Recent Accounting Pronouncements:
There have been no recent accounting pronouncements issued which are expected to have a material effect on the Company’s financial statements. Management continues to monitor and review recently issued accounting guidance upon issuance.
In June 2014, the FASB issued ASU No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard and will not report inception-to-date information.
On May 28, 2014, the FASB issued ASU No. 2015-08 a standard on recognition of revenue from contracts with customers (Topic 606). An issue discussed relates to when another party, along with the entity, is involved in providing a good or a service to a customer. In those circumstances, Topic 606 requires the entity to determine whether the nature of its promise is to provide that good or service to the customer (that is, the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (that is, the entity is an agent). This determination is based upon whether the entity controls the good or the service before it is transferred to the customer. Topic 606 includes indicators to assist in this evaluation. The Company evaluated all its contracts to determine if the Company was a principal or agent. The Company has determined it was the principal in all its contracts.
| F-9 |
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU 2014-15, which is effective for annual reporting periods ending after December 15, 2015, extends the responsibility for performing the going-concern assessment to management and contains guidance on how to perform a going-concern assessment and when going-concern disclosures would be required under GAAP. Management’s evaluations regarding the events and conditions that raise substantial doubt regarding our ability to continue as a going concern as discussed in the notes to our consolidated financial statements included elsewhere.
We have implemented all other new accounting pronouncements that are in effect and that may impact our financial statements and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our consolidated financial position or results of operations.
NOTE 3. GOING CONCERN
The Company’s financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. No certainty of continuation can be stated. The accompanying financial statements for the years ended December 31, 2023, and 2022 have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
The Company suffered losses from operations in all years since inception, and has a nominal working capital surplus, which raise substantial doubt about its ability to continue as a going concern.
Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty.
NOTE 4. BALANCE SHEET DETAILS
Intangible Assets
As of December 31, 2023, the Company has approximately $
| F-10 |
Other Receivable
The Company’s other receivable of $
Accounts Payable and Accrued Expenses
The Company’s accounts payable and accrued expenses are primarily accrued interest and salaries.
Legal Settlements
None
Debt
During the year ended December 31, 2023, the Company received short-term loans in the aggregate amount of $
On October 18, 2022, the Company received a short-term loan in the amount of $
NOTE 5. COMMITMENTS AND CONTINGENCIES
The Company has no commitments or contingencies for the year ended December 31, 2023, and 2022.
NOTE 6. ACQUISITIONS
On October 23, 2019, we acquired the domain “www.cbd.biz” and various other intangible assets from Paul Rosenberg and Overwatch Partners, Inc. The Company expects to continue to expend a significant amount of time and capital to further develop these assets.
On March 15, 2021, the Company acquired
We entered into a convertible promissory note of $
On May 8, 2021, the company ceased all operations relating to CBD sales. The website “www.cbd.biz” has since been shut down. All operations pertaining to CBD sales have been divested and discontinued. The domain and all other assets associated with CBD sales was transferred to Green Holistic Solutions, Inc., in exchange for
NOTE 7. SHAREHOLDERS’ EQUITY
In February 2021, the Company commenced a private placement of its common shares at an offering price of $
| F-11 |
On February 2, 2022, a former related party retired
On March 30, 2022, the Company issued
On May 26, 2022, the company retired
In March 2023, the Company sold
On July 1, 2023, the Company agreed to issue
In August 2023, the Company issued a total of
In September 2023, the Company issued a total of
In December 2023, the Company issued
As of December 31, 2023, the Company was authorized to issue
NOTE 8. WARRANTS TO PURCHASE COMMON STOCK
Warrants Issued to Investors
As of December 31, 2023, we have warrants to purchase
NOTE 9. INCOME TAXES
The Company’s income tax expense for the periods presented in the statements of operations represents minimum franchise taxes. The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes were as follows:
|
| 2023 |
|
| 2022 |
| ||
Statutory federal income tax rate |
|
| % |
|
| % | ||
State income taxes, net of federal taxes |
|
| % |
|
| % | ||
Effective income tax rate |
|
| % |
|
| % | ||
The Company may not be able to utilize the net operating loss carry forwards for its U.S. income taxes in future periods should it experience a change in ownership as defined in Section 382 of the Internal Revenue Code (“IRC”). Under section 382, should the Company experience a more than 50% change in its ownership over a 3-year period, the Company would be limited based on a formula as defined in the IRC to the amount per year it could utilize in that year of the net operating loss carry forwards. Section 382 of the Internal Revenue Code (“IRC”) imposes limitations on the use of NOL’s and credits following changes in ownership as defined in the IRC. The limitation could reduce the amount of benefits that would be available to offset future taxable income each year, starting with the year of an ownership change. The Company has not completed the complex analysis required by the IRC to determine if an ownership change has occurred.
| F-12 |
At the end of the fiscal year ending December 31, 2023, the Company had net operating loss carry forwards available to offset future taxable income of approximately $
The Company has not performed a change in ownership analysis, accordingly, some or all of its net operating loss carry forwards may not be available to offset future taxable income. Even if the loss carry forwards are available, they may be subject to substantial annual limitations resulting from ownership changes occurring after December 31, 2020, that could result in the expiration of the loss carry forwards before they are utilized.
The nature of the components of the deferred tax asset is entirely attributable to the Net operating loss carryforwards incurred by the Company less any permanent differences that maybe used in future years to offset future tax liabilities. We believe that it is more likely than not that the benefit from certain NOL carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance to offset the deferred tax assets relating to these NOL carryforwards.
NOTE 10. RELATED PARTIES
The Company occasionally accrues wages for related parties consisting of unpaid wages for the Company CEO. As of December 31, 2023, there was $
In April of 2023, the CEO of the Company acquired
NOTE 11. SUBSEQUENT EVENTS
In January 2024, the Company issued
In January 2024, the Company signed a letter of intent with Coal Creek Energy, LLC. to produce hydrogen and hydrogen infrastructure in Kansas.
In January 2024, the Company appoints academic Ph.D. (Geophysics) Dr. Jason McKenna to its advisory board.
In January 2024, the Company completes its acquisition of AQST-USA, LLC.
In April 2024, the Company received an engine from the US Navy to begin integration of its hydrogen technology.
| F-13 |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our management, with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2023 (the “Evaluation Date”). Based on such evaluation and subject to the foregoing, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are not effective at the reasonable assurance level to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
| 23 |
| Table of Contents |
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, an issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
| (1) | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; and |
|
|
|
| (2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer. |
Under the supervision of our Chief Executive Officer, being our principal executive officer, and our Chief Financial Officer, being our principal financial officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, using the criteria established in Internal Control—2013 Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation under the criteria established in Internal Control – Integrated Framework, our management concluded that our internal control over financial reporting was not effective as of December 31, 2023.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report is not subject to attestation by our registered, public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Changes in Internal Control
There was no change in our internal control over financial reporting, as defined in Rules 13a-15(f)under the Exchange Act, that occurred during the fiscal year ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
| 24 |
| Table of Contents |
Part III
Item 10. Directors and Executive Officers.
The following table sets forth information concerning our executive officers and directors and their ages at December 31, 2023:
Name |
| Age |
| Position |
Michael Pollastro |
| 39 |
| Director and Chief Executive Officer |
Biographical Information for Michael Pollastro
Michael Pollastro is the managing member of APO Holdings, LLC, a California limited liability company, since 2014, where he has assisted in consulting clients in business administration in preparation of capital raises, mergers, and acquisitions. Prior to 2014 he was CEO for a trucking and logistics company growing it from a small local subsidiary to a national transportation company.
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT
Our Board of Directors is primarily responsible for overseeing our risk management processes. The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding the Company’s assessment of risks. The Board of Directors focuses on the most significant risks facing us and our general risk management strategy, and also ensures that risks undertaken by us are consistent with the Board of Directors’ appetite for risk. While the Board of Directors oversees the Company, our management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing the Company and that our board leadership structure supports this approach. With the absence of any independent directors, the roles of our management and directors are not clearly delineated.
Code of Ethics
We have not yet adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions since we have been focusing our efforts on growing our business and obtaining financing for our Company. We expect to adopt a code as we further develop our business.
Family Relationships
There are no family relationships between any of our directors or executive officers.
Committees of The Board of Directors
Due to our size, we have not formally designated a nominating committee, an audit committee, a compensation committee, or committees performing similar functions.
The Board currently acts as our audit committee. Since we are still a developing company, the Board of Directors is still in the process of finding an “audit committee financial expert” as defined in Regulation S-K.
Related parties
The Company occasionally accrues wages for related parties consisting of unpaid wages for the Company CEO. As of December 31, 2023, there was $0 in accrued wages – related party.
| 25 |
| Table of Contents |
Item 11. Executive Compensation.
EXECUTIVE COMPENSATION
The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during the years ended December 31, 2023, and 2022 awarded to, earned by or paid to our executive officers.
Summary Compensation Table | ||||||
Name and Principal Position |
| Year |
| Salary - $ |
| |
Michael Pollastro, President and Director |
| 2022 |
|
| 40,000 |
|
|
| 2023 |
|
| 19,000 |
|
Note: | The officers and directors of the Company have received no compensation during the past five years. They have received no stock awards, bonuses, or option awards. |
Employment Agreements with Executive Officers
We currently do not have employment agreements with the Executive Officers of the company. Management has received shares of the Company’s stock during their initial tenure with the Company. We expect to enter into long term contracts with management when we have adequate cashflow.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following table shows beneficial ownership of Global Warming Solutions, Inc.’s common stock, as of December 31, 2023, by:
· | Each person or entity is known by GWSO to beneficially own more than 5% of the outstanding shares of GWSO’s common stock; |
|
|
· | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Percentage of beneficial ownership is based on 20,251,390 underlying shares of common stock. |
Unless otherwise indicated, the address of each beneficial owner listed below is c/o Global Warming Solutions, Inc., 28751 Rancho CA RD, Suite 100, Temecula, CA 92590.
Beneficial Ownership | ||||||||
Name and Address of Beneficial Owner |
| Common Shares Owned |
|
| Total Shares Calculated as Percentage of Ownership |
| ||
Paramount Trading Company3 |
|
| 2,041,740 |
|
|
| 12.51 | % |
Artem Madatov |
|
| 1,000,000 |
|
|
| 6.13 | % |
Paul Rosenberg |
|
| 2,291,455 |
|
|
| 14.04 | % |
Epic Industry Corp. 1 |
|
| 1,916,117 |
|
|
| 11.74 | % |
Alexander Kornaraki |
|
| 1,250,000 |
|
|
| 7.66 | % |
Dimitry Kosynkin |
|
| 1,250,000 |
|
|
| 7.66 | % |
Total as a group2 |
|
| 9,749,312 |
|
|
| 59.72 | % |
| 1. | Epic Industry Corp is controlled by Michael Hawkins. |
|
|
|
| 2. | Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock outstanding on December 31, 2023. As of December 31, 2023, there were 16,325,336 shares of our company’s common stock issued and outstanding. |
|
|
|
| 3. | The Company’s management has had no contact with this shareholder and has been unable to obtain who the beneficial owner(s) of Paramount Trading Company. |
| 26 |
| Table of Contents |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The Company occasionally accrues wages for related parties consisting of unpaid wages for the Company CEO. As of December 31, 2023, there was $0 in accrued wages – related party.
Item 14. Principal Accounting Fees and Services
The following table represents aggregate fees billed to us for the years ended December 31, 2023 and 2022 by Weinstein International CPA, our principal auditors for such periods.
|
| 2023 |
|
| 2022 |
| ||
Audit Fees |
| $ | 19,397 |
|
| $ | 19,584 |
|
Audit-Related Fees |
|
| — |
|
|
| — |
|
Tax Fees |
|
| — |
|
|
| — |
|
All Other Fees |
|
| — |
|
|
| — |
|
Total Fees |
| $ | 19,397 |
|
| $ | 19,584 |
|
Item 15. Financial Statements and Exhibits.
Audited Consolidated Financial Statements for the Years Ending December 31, 2023 and 2022
Certification by Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002 | |
Certification by Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002 | |
101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
____________
* Previously filed
| 27 |
| Table of Contents |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
|
| GLOBAL WARMING SOLUTIONS, INC. (Registrant)
|
|
Dated: June 24, 2024 |
| /s/ Michael Pollastro |
|
|
| Michael Pollastro |
|
| President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director (Principal Executive Officer) |
|
| 28 |
EXHIBIT 31.1
Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002.
I, Michael Pollastro, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Global Warming Solutions, Inc.; |
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
|
|
|
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| (c) | Evaluated the effectiveness of the Issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
|
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditor and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
|
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
|
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: June 24, 2024 | By: | /s/ Michael Pollastro | |
|
|
| Michael Pollastro, President |
|
|
|
| (Principal Executive Officer) |
|
EXHIBIT 31.2
Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002.
I, Michael Pollastro, certify that:
| 1. | I have reviewed this annual report on Form 10-K of Global Warming Solutions, Inc.; |
|
|
|
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
|
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
|
|
|
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
|
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
|
| (c) | Evaluated the effectiveness of the Issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
|
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditor and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
|
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
|
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Dated: June 24, 2024 | By: | /s/ Michael Pollastro | |
|
|
| Michael Pollastro, Chief Financial Officer |
|
|
|
| (Principal Accounting Officer) |
|
EXHIBIT 32.1
CERTIFICATIONS PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the annual report of Global Warming Solutions, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Pollastro, President of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
|
|
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
Dated: June 24, 2024
/s/ Michael Pollastro
Michael Pollastro,
President (Principal Executive Officer)
Dated: June 24, 2024
/s/ Michael Pollastro
Michael Pollastro,
Chief Financial Officer (Principal Accounting Officer)