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    GWSO   US3794371068

GLOBAL WARMING SOL

(GWSO)
Delayed OTC Markets  -  03:58 2022-08-12 pm EDT
6.670 USD   -7.49%
08/08Global Warming Solutions, Inc. to introduce - Land & Ocean Smart Integrated Renewable Energy (LOSIRE) Solution
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08/08Global Warming Solutions, Inc. to introduce - Land & Ocean Smart Integrated Renewable Energy (LOSIRE) Solution
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08/05GLOBAL WARMING SOLUTIONS, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)
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GLOBAL WARMING SOLUTIONS, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

08/05/2022 | 04:09pm EDT

This Quarterly Report on Form 10-Q contains "forward-looking statements" as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, in connection with the Private Securities Litigation Reform Act of 1995 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 Such forward-looking statements include statements about our expectations, beliefs or intentions regarding our potential product offerings, business, financial condition, results of operations, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made and are often identified by the use of words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," or "will," and similar expressions or variations. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements. These factors include those risks disclosed under the caption "Risk Factors" included in our 2020 annual report on Form 10-K filed with the Securities and Exchange Commission, or the SEC, on April 4, 2022, and in our subsequent filings with the SEC. Furthermore, such forward-looking statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.



Development of Business


Global Warming Solutions, Inc. ("Company") is an Oklahoma corporation headquartered in California that develops technologies that help mitigate global warming while maintaining a retail operation in CBD products. 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.

From 2007-2017 the Company was conducting testing of its fertilizer product made with Humate Coated Urea (HCU) with various farmers in Canada. Recently the Company has begun a pilot program in New Zealand with Carbon Company, LTD. Originally, the Company obtained 11.8% of Carbon Company, LTD which was transferred to the Company's CEO as compensation for work performed on behalf of the Company prior to 2018.

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.



BUSINESS STRATEGY



Industry Overview



Global Warming 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 essentially irreversible.

The market for global warming 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 substantially 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.



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.

Patents, Trademarks, Trade Secrets, and Other Intellectual Property

In order 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 intend to file a provisional patent with the U.S. Patent Office in the first quarter of 2021 titled Hydrogen Supply Way and Device… This patent will cover intellectual property developed by us in expanding our business opportunities as discussed under Recent Events.

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 special 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

Turbine Energy Project - is a patented turbine technology invented and owned by Dr. Yuri Abramov "Licensor", that increases the efficiency of electrical power production triggered by wind. Lift force is generated with relatively low wind force and utilizes changes in temperature and density to generate equivocal force throughout thus creating perpetual flow. The Company has the right of the use of the patented technology on a perpetual basis. The Company will pay a 6% licensing fee until such time as $10 million has been paid to the Licensor at which time the patent shall be transferred to the Company and the Licensor shall receive an option for up to 2% of the total issued and outstanding stock.



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.



Competition


The Company competes with other industry participants, including those in global warming and CBD products and services. Market and financial conditions, and other conditions beyond the Company's control may make it more attractive for prospective customers to transact 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 into business combinations or alliances that strengthen their competitive positions.



Recent Events


On April 8, 2021, Mr. Michael Pollastro, 37, was appointed to the Board of Directors and President of the Company. Also, effective April 8, 2021, Mr. Vladimir Vasilenko resigned from his position on the Board of Directors and as Chief Executive Officer of the Company and appointed Chief Scientific Officer. Mr. Vaslienko's resignation was not based on any disagreement with the Company on any matter relating to the Company's operations, policies or practices.




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In 2021 the Company has engaged MSP Corporate, a Ukrainian patent agency to file a patent on behalf of the Company for their mobile system for the production of hydrogen and electric energy during the movement of automobiles. We believe our system is more suitable for vehicular applications as it recovers metal sodium produced by means of circulating electrical current. The Company has no projections when this project will be complete, when or if the project will be offered on the market, or if the project will be successful.

In 2020, the Company entered into the initial phase of testing its theory for a sodium-based battery. The study is in conjunction with a Scientific School in Kazakhstan. The study's focus is of electrochemical processes in biological objects. The Company believes that the transfer rate of sodium ions in our solid electrolyte is sufficient to provide power to the vehicle. The Company has divided the project into three phases. The end result will be the testing of a sodium-based battery on a light chassis. The Company has no projections when this project will be complete, when or if the project will be offered on the market, or if the project will be successful. The cost associated with this project has been minimal to date; however, we expect the initial investment to develop this will be greater than we can self-fund. We are actively seeking to raise capital through private placement exempt from registration under Rule 506(c).

In December 2020, the Company began developing and designing an ECO APP for calculating, assessing, monitoring CO2 emissions and reforestation of affected areas. The application will use satellite imaging and other remote-sensing technologies to measure real time atmospheric CO2 being absorbed and stored by trees and other plants across the USA and Europe. The Company is still evaluating revenue potential opportunities associated with this initiative. The Company has no projections when this project will be complete, when or if the project will be offered on the market, or if the project will be successful.

On December 11, 2020, the Company announced it was relocating its headquarters to Temecula, California in January 2021. In February 2021 we relocated to Temecula, California.

On December 5, 2020, the Company converted all its outstanding debt into common stock. Total debt converted was $531,203 at the conversion price of $2.13 per share. An additional two million shares were issued to three debt holders as settlement for converting at $2.13 per share instead of $0.01 as outlined in their various debt instruments. Under the conversions, Paul Rosenberg was issued 1,155,585 shares of common stock, Epic Industry Corp was issued 550,606 shares of common stock and Overwatch Partners, Inc., was issued 523,899 shares of common stock.

On December 3, 2020, the Company incorporated Alterna Motors, LLC, a Wyoming limited liability company, a wholly owned subsidiary of the Company. Subsequently, Alterna Motors entered into a letter of intent with Classic Electro, LLC, based in Grodno, Belorussia. It is in the intent of the parties for Alterna Motors to be the American and Canadian distributor of Classic Electro's retrofitting engine concept and universal electric mobility installation kit. The Company has no assurances at this time that this project will be implemented, that an actual agreement will be entered into, or if this project will be successful. In addition, Alterna Motors is developing a line of three-wheeled, all electric local delivery vehicles for use in the USA and Europe. The Company has no assurances at this time that this project will be implemented, that an actual agreement will be entered into, or if this project will be successful. The cost associated with this project has been minimal to date; however, we expect the initial investment to develop this will be greater than we can self-fund. We are actively seeking to raise capital through private placement exempt from registration under Rule 506(c).

On November 17, 2020, the Company's CEO cancelled 12 million shares he owned in the Company. The CEO received no compensation for such cancellation.

On October 26, 2020, the Company established an advisory committee. The advisory committee consists of seven members with expertise in the global warming communities. Each member has agreed to serve on the advisory committee for 2 years. The goal of the advisory committee is to make recommendations to the company and its scientist in matters within the areas of their experience and expertise, based upon the members' reasonable research, study, and analysis. Compensation for serving on the advisory committee has is determined by the board of directors on an individual by individual basis based upon the experience, knowledge and negotiated value. The advisory committee will meet three times per year.




Results of Operations



Revenue


Our revenue from operations for the three months ended June 30, 2022, was $0 compared to $336 for the three months ended June 30, 2021. The difference was primarily due to decrease in retail sales operations in 2022 as compared to 2021.

For the six months ended June 30, 2022, revenue was $0 compared to $101,724 for the six months ended June 30, 2021. The difference was primarily due to decrease in retail sales operations in 2022 as compared to 2021.




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Cost of Goods Sold


Our cost of goods sold for the three months ended June 30, 2022, was $0 as compared to $3,664 for the three months ended June 30, 2021.

For the six months ended June 30, 2022, the cost of goods sold was $0 as compared to $72,839 for the six months ended June 30, 2021.



Gross Profit


Our gross profit for the three months ended June 30, 2022, was $0 as compared to $(3,328) for the three months ended June 30, 2021.

For the six months ended June 30, 2022, gross profit was $0 as compared to $28,886 for the six months ended June 30, 2021.



Operating Expenses


Our operating expenses for the three months ended June 30, 2022, was $254,730 compared to $153,724 for the three months ended June 30, 2021. Our total operating expenses for the three months ended June 30, 2022, consisted of $91,842 of selling, general and administrative expenses, professional fees of $11,255, research and development of $147,682, and amortization expense of $3,952. Our total operating expenses for the three months ended June 30, 2021, consisted of $141,495 of selling, general and administrative expenses, professional fees of $8,737, and amortization expense of $3,492. Our general and administrative expenses consist of bank charges and other expenses.

For the six months ended June 30, 2022, operating expenses were $533,912 compared to $204,906 for the six months ended June 30, 2021. Our total operating expenses for the six months ended June 30, 2022, consisted of $172,978 of selling, general and administrative expenses, professional fees of $205,392, research and development of $147,682, and amortization expense of $7,860. Our total operating expenses for the six months ended June 30, 2021, consisted of $164,914 of selling, general and administrative expenses, professional fees of $28,167, and amortization expense of $11,825. Our general and administrative expenses consist of payroll, professional services, bank charges and other expenses.

Net Operating Income/Loss

Our net operating loss for the three months ended June 30, 2022, was $254,730 as compared to a net operating loss of $157,052 for the three months ended June 30, 2021.

Our net loss for the six months ended June 30, 2022, was $533,912 as compared to a net loss of $176,020 for the six months ended June 30, 2021.

Liquidity and Capital Resources

As of June 30, 2022, we had current assets of $440,970, including $384,563 in cash, and current liabilities of $15,518, resulting in a working capital of $425,452.

In February 2021, we commenced a private placement of 1,000,000 units of our securities, at a price of $1.25 per unit. Each unit consists of one share of our common stock and a common stock purchase warrant to purchase one-tenth share of our common stock, over a five-year period, at an exercise price of $1.75 per share. As of the date of this report, gross proceeds of $1,145,00 have been received.

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.




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Cash Flows



Operating Activities


We used cash from operating activities totaling $621,469 during the six months ended June 30, 2022 and used cash from operating activities totaling $352,117 during the three months ended June 30, 2021. The increase in cash used in operations was primarily due to an increase in research and development expenses of $147,682, and an increase in professional fees of $177,226.



Investing Activities


Investing activities during the six months ended June 30, 2022, consisted of $359 of equipment purchases, and $2,149 in intangible assets.

Investing activities during the six months ended June 30, 2021, consisted of $60,274 of equipment purchases, $24,472 in intangible assets, and $11,800 of deposits on lease




Financing Activities



Financing activities during the six months ended June 30, 2022, consisted of $167,900 of proceeds from the issuance of stock.

Financing activities during the six months ended June 30, 2021, consisted of $1,3080,630 of proceeds from the issuance of stock and $50,000 of payments on the repurchase of stock.

Critical Accounting Policies and Estimates

Refer to Note 2, "Summary of Significant Accounting Polices," in the accompanying notes to the consolidated financial statements for a discussion of recent accounting pronouncements.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

© Edgar Online, source Glimpses

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