SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2023

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to __________

 

Commission file number 000-53170

 

GLOBAL WARMING SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Oklahoma

 

73-1561189

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

28751 Rancho California Road, Suite 100

Temecula, California 92590

 (Address of Principal Executive Offices & Zip Code)

 

(951) 528-2102

(Registrant’s Telephone Number)

 

Securities registered pursuant to Section 12(b) of the Act:

 

None.

 

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. Yes ☒     No ☐

 

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). Yes ☒     No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth 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

Non-accelerated filer

Smaller reporting company

 

 

Emerging 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 pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      No ☒

 

Securities registered pursuant to Section 12(b) of the Act: None

 

As of December 20, 2023, the registrant had 16,258,336 shares of common stock issued and outstanding.

 

 

 

 

GLOBAL WARMING SOLUTIONS, INC. 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

3

Item 1.

Financial Statements

3

 

Consolidated Balance Sheets

3

 

Consolidated Statements of Operations and Comprehensive Income

4

 

Consolidated Statement of Stockholders’ Equity

5

 

Consolidated Statements of Cash Flows

6

 

Notes to Consolidated Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

16

Item 4.

Controls and Procedures

16

PART II –OTHER INFORMATION

17

Item 5.

Other Information

17

Item 6.

Exhibits

17

SIGNATURES

18

 

 
2

Table of Contents

  

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Global Warming Solutions, Inc.

Consolidated Balance Sheets

 

ASSETS

 

 

September 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$109,539

 

 

$79

 

Marketable securities

 

 

5,757

 

 

 

64,589

 

Other receivable

 

 

53,885

 

 

 

-

 

 Deposits

 

 

 6,250

 

 

 

 6,250

 

Other current assets

 

 

58,967

 

 

 

109,670

 

Total current assets

 

 

234,398

 

 

 

174,338

 

Furniture and equipment, net

 

 

15,632

 

 

 

21,551

 

Leasehold improvements, net

 

 

7,232

 

 

 

12,626

 

Intangible assets, net

 

 

9,171

 

 

 

9,714

 

Investment in Green Holistic

 

 

71,804

 

 

 

71,804

 

Total assets

 

$338,237

 

 

$296,282

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

 

77,025

 

 

 

19,126

 

Accrued wages - related party

 

 

63,110

 

 

 

-

 

Loan payable

 

 

339,968

 

 

 

300,000

 

Other current liabilities

 

 

58,967

 

 

 

113,729

 

Total current liabilities

 

 

539,070

 

 

 

432,855

 

Total liabilities

 

 

539,070

 

 

 

432,855

 

Stockholders' equity

 

 

 

 

 

 

 

 

Common stock, $0.001 par value, voting; 1,500,000,000 shares authorized; 16,258,336 and 16,025,050 shares issued, and outstanding, as of September 30, 2023 and December 31, 2022, respectively.

 

 

16,258

 

 

 

16,025

 

Additional paid in capital

 

 

5,392,089

 

 

 

4,955,322

 

Accumulated deficit

 

 

(5,609,180)

 

 

(5,107,920)

Total stockholders' equity

 

 

(200,833)

 

 

(136,573)

Total liabilities and stockholders' equity

 

$338,237

 

 

$296,282

 

 

See accompanying notes to these unaudited financial statements.

 

 
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Table of Contents

 

Global Warming Solutions, Inc.

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

 

 

 

 For the Three Months Ended

September 30,

 

 

 For the Nine Months Ended

September 30,

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$-

 

 

$-

 

 

$-

 

 

$-

 

Cost of sales

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Gross profit

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative

 

 

86,587

 

 

 

146,498

 

 

 

278,891

 

 

 

319,476

 

Professional fees

 

 

28,590

 

 

 

12,657

 

 

 

51,498

 

 

 

218,049

 

Research and development

 

 

-

 

 

 

176,365

 

 

 

151,000

 

 

 

324,047

 

Amortization and depreciation

 

 

3,995

 

 

 

3,995

 

 

 

11,855

 

 

 

11,855

 

Total operating expenses

 

 

119,172

 

 

 

339,515

 

 

 

493,244

 

 

 

873,427

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

(119,172)

 

 

(339,515)

 

 

(493,244)

 

 

(873,427)

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(8,508)

 

 

-

 

 

 

(25,666)

 

 

-

 

Gain (loss) on marketable securities

 

 

2,216

 

 

 

76,351

 

 

 

17,651

 

 

 

30,022

 

Net income (loss) before before taxes

 

 

(125,465)

 

 

(263,164)

 

 

(501,259)

 

 

(843,405)

Income tax expense

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Net income (loss) 

 

$(125,465)

 

$(263,164)

 

$(501,259)

 

$(843,405)

Basic and diluted (Loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) per share

 

$(0.01)

 

$(0.02)

 

$(0.03)

 

$(0.05)

Weighted average shares outstanding - basic and diluted

 

 

16,196,669

 

 

 

16,025,050

 

 

 

16,151,729

 

 

 

16,013,080

 

 

See accompanying notes to these unaudited consolidated financial statements.

 

 
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Table of Contents

 

Global Warming Solutions, Inc.

Consolidated Statement of Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 Additional

 

 

Accumulated

 

 

 Total

 Stockholders'

 

 

 

 Common Stock

 

 

 Paid-in

 

 

Income

 

 

Equity

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

(Deficit)

 

 

(Deficit)

 

Balance – December 31, 2022

 

 

16,025,050

 

 

$16,025

 

 

$4,955,322

 

 

$(5,107,920)

 

$(136,573)

Shares issued for cash

 

 

28,286

 

 

$28

 

 

$98,972

 

 

$-

 

 

$99,000

 

Stock Retired

 

 

-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

Net loss

 

 

-

 

 

$-

 

 

$-

 

 

$(257,671)

 

$(257,671)

Balance – March 31, 2023

 

 

16,053,336

 

 

$16,053

 

 

$5,054,294

 

 

$(5,365,591)

 

$(295,244)

Shares Sold

 

 

-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

Stock Retired

 

 

-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

Net loss

 

 

-

 

 

$-

 

 

$-

 

 

$(118,124)

 

$(118,124)

Balance – June 30, 2023

 

 

16,053,336

 

 

$16,053

 

 

$5,054,294

 

 

$(5,483,715)

 

$(413,368)

Shares Sold

 

 

205,000

 

 

$205

 

 

$337,795

 

 

$-

 

 

$338,000

 

Stock Retired

 

 

-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

Net loss

 

 

-

 

 

$-

 

 

$-

 

 

$(125,465)

 

$(125,465)

Balance – September 30, 2023

 

 

16,258,336

 

 

$16,258

 

 

$5,392,089

 

 

$(5,609,180)

 

$(200,833)

 

 

 

 

 

 

 

 

 

Additional

 

 

Accumulated

 

 

Total

Stockholders'

 

 

 

Common Stock

 

 

Paid-in

 

 

Income

 

 

Equity

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

(Deficit)

 

 

(Deficit)

 

Balance – December 31, 2021

 

 

17,604,705

 

 

$17,605

 

 

$4,785,843

 

 

$(3,830,170)

 

$973,278

 

Stock issued as compensation

 

 

30,000

 

 

 

30

 

 

 

155,970

 

 

$-

 

 

$156,000

 

Stock retired

 

 

(1,616,455)

 

 

(1,616)

 

 

1,616

 

 

$-

 

 

$-

 

Net loss

 

 

-

 

 

$-

 

 

$-

 

 

$(290,984)

 

$(290,984)

Balance – March 31, 2022

 

 

16,018,250

 

 

$16,018

 

 

$4,943,429

 

 

$(4,121,154)

 

$838,294

 

Options exercised

 

 

8,000

 

 

 

8

 

 

 

13,992

 

 

$-

 

 

$14,000

 

Stock retired

 

 

(1,200)

 

 

(1)

 

 

(2,099)

 

$-

 

 

$(2,100)

Net loss

 

 

-

 

 

$-

 

 

$-

 

 

$(289,258)

 

$(289,258)

Balance – June 30, 2022

 

 

16,025,050

 

 

$16,025

 

 

$4,955,322

 

 

$(4,410,411)

 

$560,936

 

Options exercised

 

 

-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

Stock retired

 

 

-

 

 

$-

 

 

$-

 

 

$-

 

 

$-

 

Net loss

 

 

-

 

 

$-

 

 

$-

 

 

$(263,164)

 

$(263,164)

Balance – September 30, 2022

 

 

16,025,050

 

 

$16,025

 

 

$4,955,322

 

 

$(4,673,575)

 

$297,772

 

 

See accompanying notes to these unaudited consolidated financial statements.

 

 
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Table of Contents

 

Global Warming Solutions, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

For the Nine Months Ended

September 30,

 

 

 

2023

 

 

2022

 

Operating activities:

 

 

 

 

 

 

Net (loss)

 

$(501,259)

 

$(843,405)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

11,855

 

 

 

11,855

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

-

 

 

 

12,110

 

Marketable securities

 

 

58,833

 

 

 

(129,976)

Other receivables

 

 

(53,885)

 

 

 

 

Other current assets

 

 

50,703

 

 

 

-

 

Accounts payable and accrued expenses

 

 

57,898

 

 

 

595

 

Accrued wages - related party

 

 

63,110

 

 

 

-

 

Other current liabilities

 

 

(54,761)

 

 

(15,249)

Net cash used in operating activities

 

$(367,507)

 

$(964,070)

 

 

 

 

 

 

 

 

 

Investing activities:

 

 

 

 

 

 

 

 

Acquisition of intangible assets

 

 

-

 

 

 

(2,508)

Deposits

 

 

-

 

 

 

5,550

 

Net cash provided by investing activities

 

$-

 

 

$3,042

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Proceeds from issuance of stock, net

 

 

437,000

 

 

 

167,900

 

Proceeds from short-term debt

 

 

39,968

 

 

 

-

 

Net cash provided by financing activities

 

$476,968

 

 

$167,900

 

Net change in cash

 

 

109,460

 

 

 

(793,128)

Cash, beginning of the period

 

 

79

 

 

 

840,639

 

Cash, ending of the period

 

$109,539

 

 

$47,511

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flows information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$-

 

 

$-

 

Cash paid for income taxes

 

$-

 

 

$-

 

  

See accompanying notes to these unaudited consolidated financial statements.

 

 
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Table of Contents

 

Global Warming Solutions, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

 

NOTE 1. Nature of Operations and Basis of Presentation

 

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 other intangible assets from Paul Rosenberg and Overwatch Partners, Inc., for $100,000.

 

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.

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements. The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 14, 2023.

 

In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of our consolidated financial statements as of December 31, 2022, and for the three and nine months ended September 30, 2023, and 2022. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the operating results for the full year ending December 31, 2023.

 

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.

 

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.

 

 
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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.

 

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 $250,000. The risk is managed by maintaining all deposits in high-quality financial institutions.

 

The Company had $0 in excess of federally insured limits on September 30, 2023, and December 31, 2022.

 

Cost of Goods Sold

 

The Company recognizes the direct cost of purchasing products 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 not trade accounts receivable. The Company recognized $0 as an uncollectable reserve for the years ending September 30, 2023, and 2022.

 

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.

 

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 of convertible debentures.

 

 
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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 September 30, 2023, and December 31, 2022, the Company recognized a loss on contingencies of $0 and $0, respectively.

 

Recent Accounting Pronouncements

 

For information on recently issued accounting pronouncements, if any, refer to Note 2. Significant Accounting Policies in our consolidated financial statements are included elsewhere in this Quarterly Report on Form 10-Q.

 

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. Because the business is new and has a limited history, no certainty of continuation can be stated. The accompanying financial statements for the three and nine months ended September 30, 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 raises 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 September 30, 2023, the Company has approximately $9,171 in net intangible assets that consists of domain names, and copyright costs. The company is currently amortizing this amount over a 15-year period, recognizing approximately $62 in amortization per month.

 

Other Receivable

 

The Company’s other receivable of $53,885 is related to product development with AQST.

 

Accounts Payable and Accrued Expenses

 

The Company’s accounts payable and accrued expenses are primarily accrued interest and salaries.

 

Accrued Wages – Related Party

 

The Company’s accrued wages – related party consist of unpaid wages for the Company CEO and related party. As of September 30, 2023, there was $63,110 in accrued wages – related party.

 

Legal Settlements

 

None

 

Debt

 

During the nine months ended September 30, 2023, the Company received short-term loans in the aggregate amount of $131,610. These loans carry a 10% annual interest rate and are due on April 18, 2024. As of September 30, 2023, there was $43,610 in outstanding principal on this loan. On July 1, 2023, the Company agreed to issue 105,000 shares of common stock in exchange for the principal balance of $88,000.

 

 
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Table of Contents

 

On October 18, 2022, the Company received a short-term loan in the amount of $300,000. This loan carries a 10% annual interest rate and was initially due on April 18, 2023. On April 18, 2023, the Company executed a Loan Extension Agreement whereby the loan will be due April 18, 2024. As of September 30, 2023, there was $296,358 in outstanding principal on this loan.

 

NOTE 5. Operating Lease Assets

 

The Company entered into a lease agreement on March 1, 2021, for its office facilities in Temecula, CA through September 2026.Base monthly rental payments, excluding common area maintenance charges, are $4,800. As of September 30, 2023, we have an operating lease asset balance of $58,967 and an operating lease liability balance of $58,967 recorded in accordance with ASC 842, Leases (ASC "842").

 

NOTE 6. Stockholders’ Equity

 

In February 2021, the Company commenced a private placement of its common shares at an offering price of $1.25 per share. As of June 30, 2021, the Company had sold 788,000 shares of its common stock for gross proceeds of $1,145,000. In addition, each investor was issued a warrant to purchase an additional share at $1.75 for every 10 shares they purchased. In April 2021, the Company sold an additional 128,000 shares of its common stock for gross proceeds of $160,000. The private capital raise was exempt from registration under Regulation D Rule 506(c). This funding will be utilized for day-to-day operations as well as to finance the development of our ECO APP (see comments below) and the mobile system for the production of hydrogen and electric energy during the movement of automobile, along with other unforeseen projects that the Company will elect to develop and participate in.

 

On April 29, 2021, the Company paid Vladimir Valisenko, the former CEO of the Company, $50,000 in exchange for services and the cancellation of 5,000,000 of the Company’s common stock.

 

In August 2021, the Company cancelled 400,000 shares of common stock in exchange for $60,000.

 

On September 27, 2021, the Company cancelled 2,355,885 shares of common stock in exchange for $20,000.

 

In September 2021, the Company issued 1,200 shares of common stock related to the exercise of warrants for $2,100.

 

In October 2021, the Company sold 56,000 shares of common stock for $280,000.

 

On February 2, 2022, a former related party retired 1,616,455 shares of common stock.

 

On March 30, 2022, the Company issued 30,000 shares of common stock related to a consulting agreement valued at $156,000.

 

On May 26, 2022, the company retired 1,200 shares of common stock valued at $2,100 and issued 8,000 shares of common stock related to the exercise of warrants.

 

In March 2023, the Company sold 28,286 shares of common stock for $99,000.

 

On July 1, 2023, the Company agreed to issue 105,000 shares of common stock in exchange for the principal balance of $88,000 in debt with a note holder.

 

In August 2023, the Company issued a total of 60,000 shares of common stock to investors in exchange for $150,000.

 

In September 2023, the Company issued a total of 40,000 shares of common stock to investors in exchange for $100,000.

 

NOTE 7. Warrants to Purchase Common Stock

 

Warrants Issued to Investors

 

As of September 30, 2023, we have warrants to purchase 91,600 shares of common stock at $1.75 per share. All of these warrants expire in March 2026.

 

On May 26, 2022, warrants to purchase 8,000 shares of common stock were exercised at $1.75 per share.

 

NOTE 8. Commitments and Contingencies

 

The Company has no commitments or contingencies for the three and nine months ended September 30, 2023, and 2022.

 

NOTE 9. Subsequent Events

 

None.

 

 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

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 2022 annual report on Form 10-K filed with the Securities and Exchange Commission, or the SEC, on April 14, 2023, 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.

 

As of September 30, 2023, the Company’s total assets are $189,193. These assets are comprised primarily of $3,541 in marketable securities, $71,567 in other current assets, $17,627 in furniture and equipment, $9,050 in leasehold improvements, $9,355 in intangible assets, $71,804 investment in Green Holistic, and $6,250 deposits. Our independent registered public accounting firm issued its report connection with the audit of our financial statements for the periods of January 1, 2021, through December 31, 2022, 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.  

 

 
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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 essentially 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 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.

 

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, 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 is capable of generating 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 have the ability to 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 in order 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 primary downside of hydrogen power sources is the difficulty and expense associated with producing, storing, and transporting hydrogen fuel, as well as the current lack of refueling infrastructure.

 

Hydrogen fuel cells are also fairly 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. The use of hydrogen as an energy source can have both 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 early 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.

 

 
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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 different 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.

 

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.

 

We have no government contracts at this time, nor are we seeking any. 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, 2022. Approximately 93% of our sales for the year ended December 31, 2021, were generated from one client in the country of Hungary. 

 

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 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.

 

 
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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 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

 

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.

 

In November 2021, the Company sent Artem Madatov PhD, their Chief Scientific Officer to Dnipro Ukraine in order to develop a working prototype for their patented “Sodium Battery Hydrogen Generator Technology.” Once all data was collected the prototype was to be shipped back to the United States.

 

In September 2021, the company began efforts to buy back shares in order to reduce the issued and outstanding of the company stock in order to increase shareholder value.

 

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 was appointed Chief Scientific Officer. Mr. Vasilenko’s resignation was not based on any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

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 for 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 for 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.

 

 
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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 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 scientists 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

 

The Company had no revenue for the three and nine months ended September 30, 2023, and 2022.

 

Cost of Goods Sold

 

The Company had no cost of goods sold for the three and nine months ended September 30, 2023, and 2022.

 

Gross Profit

 

The Company had no gross profit for the three and nine months ended September 30, 2023, and 2022.

 

Operating Expenses

 

Our operating expenses for the three months ended September 30, 2023, were $119,172 compared to $339,515 for the three months ended September 30, 2022.  Our total operating expenses for the three months ended September 30, 2023, consisted of $86,587 of selling, general and administrative expenses, professional fees of $28,590, and amortization expense of $3,995. Our total operating expenses for the three months ended September 30, 2022, consisted of $146,498 of selling, general and administrative expenses, professional fees of $12,657, research and development of $176,365, and amortization expense of $3,995. Our general and administrative expenses consist of bank charges and other expenses.

 

For the nine months ended September 30, 2023, operating expenses were $493,244 compared to $873,427 for the nine months ended September 30, 2022. Our total operating expenses for the nine months ended September 30, 2023, consisted of $278,891 of selling, general and administrative expenses, professional fees of $51,498, research and development of $151,000, and amortization expense of $11,855. Our total operating expenses for the nine months ended September 30, 2022, consisted of $319,476 of selling, general and administrative expenses, professional fees of $218,049, research and development of $324,047, and amortization expense of $11,855. 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 September 30, 2023, was $124,520 as compared to a net operating loss of $263,164 for the three months ended September 30, 2022. 

 

Our net loss for the nine months ended September 30, 2023, was $500,314 as compared to a net loss of $843,405 for the nine months ended September 30, 2022. 

 

 
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Liquidity and Capital Resources

 

As of September 30, 2023, we had current assets of $228,148, and current liabilities of $538,124 resulting in a working capital deficit of $309,976. 

 

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 $1,655,730 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.

 

Cash Flows

 

Operating Activities

 

We used cash from operating activities totaling $367,507 during the nine months ended September 30, 2023, and used cash from operating activities totaling $964,070 during the nine months ended September 30, 2022. The decrease in cash used in operations was primarily due to a decrease in net loss of $343,091, a decrease in marketable securities of $58,833, an increase in accounts payable of $87,768, an increase in accrued wages – related party, offset by an increase in other receivable, and a decrease in other current liabilities of $54,761.

 

Investing Activities

 

There were no investing activities during the nine months ended September 30, 2023.

 

Investing activities during the nine months ended September 30, 2022, consisted of $2,508 of intangible assets acquired, and $5,550 in deposits. 

 

Financing Activities

 

Financing activities during the nine months ended September 30, 2023, consisted of $437,000 of proceeds from the issuance of stock and $39,968 in proceeds from short-term debt.

 

Financing activities during the nine months ended September 30, 2022, consisted of $167,900 of proceeds from the issuance 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.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

We are a smaller reporting company as defined by section 10(f)(1) of Regulation S-K. As such, we are not required to provide the information set forth in this item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rule 13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e), as of the end of the period covered by this report. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that as of September 30, 2023, our disclosure controls and procedures were not effective.

 

Changes in Internal Control

 

There were no changes in our internal control over financial reporting during the three and nine months ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
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PART II – OTHER INFORMATION

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibit No.

 

Description

31.1

 

Certification by Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002 *

31.2

 

Certification by Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002 *

32.1

 

Certification Pursuant to 18 U.S.C. Section 1350 *

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).

 

* Filed electronically herewith

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized

 

 

 

Global Warming Solutions, Inc.

 

 

 

 

 

Date: December 26, 2023

By:

/s/ Michael Pollastro

 

 

 

Michael Pollastro

 

 

 

Chairman and President

 

 

 

(Principal Executive Officer)

 

 

 
18

 

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Cover - shares
9 Months Ended
Sep. 30, 2023
Dec. 20, 2023
Cover [Abstract]    
Entity Registrant Name GLOBAL WARMING SOLUTIONS, INC.  
Entity Central Index Key 0001430300  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Current Reporting Status Yes  
Document Period End Date Sep. 30, 2023  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Entity Common Stock Shares Outstanding   16,258,336
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 000-53170  
Entity Incorporation State Country Code OK  
Entity Tax Identification Number 73-1561189  
Entity Interactive Data Current Yes  
Entity Address Address Line 1 28751 Rancho California Road  
Entity Address Address Line 2 Suite 100  
Entity Address City Or Town Temecula  
Entity Address State Or Province CA  
Entity Address Postal Zip Code 92590  
City Area Code 951  
Local Phone Number 528-2102  
v3.23.4
Consolidated Balance Sheets - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 109,539 $ 79
Marketable securities 5,757 64,589
Other receivable 53,885 0
Deposits 6,250 6,250
Other current assets 58,967 109,670
Total current assets 234,398 174,338
Furniture and equipment, net 15,632 21,551
Leasehold improvements, net 7,232 12,626
Intangible assets, net 9,171 9,714
Investment in Green Holistic 71,804 71,804
Total assets 338,237 296,282
Current liabilities    
Accounts payable and accrued expenses 77,025 19,126
Accrued wages - related party 63,110 0
Loan payable 339,968 300,000
Other current liabilities 58,967 113,729
Total current liabilities 539,070 432,855
Total liabilities 539,070 432,855
Stockholders' equity    
Common stock, $0.001 par value, voting; 1,500,000,000 shares authorized; 16,258,336 and 16,025,050 shares issued, and outstanding, as of September 30, 2023 and December 31, 2022, respectively. 16,258 16,025
Additional paid in capital 5,392,089 4,955,322
Accumulated deficit (5,609,180) (5,107,920)
Total stockholders' equity (200,833) (136,573)
Total liabilities and stockholders' equity $ 338,237 $ 296,282
v3.23.4
Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Consolidated Balance Sheets    
Common Stock, Shares Par Value $ 0.001 $ 0.001
Common Stock, Shares Authorized 1,500,000,000 1,500,000,000
Common Stock, Shares Issued 16,258,336 16,025,050
Common Stock, Shares Outstanding 16,258,336 16,025,050
v3.23.4
Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Revenue        
Sales $ 0 $ 0 $ 0 $ 0
Cost of sales 0 0 0 0
Gross profit 0 0 0 0
Operating expenses        
Selling, general, and administrative 86,587 146,498 278,891 319,476
Professional fees 28,590 12,657 51,498 218,049
Research and development 0 176,365 151,000 324,047
Amortization and depreciation 3,995 3,995 11,855 11,855
Total operating expenses 119,172 339,515 493,244 873,427
Income (loss) from operations (119,172) (339,515) (493,244) (873,427)
Other income (expense)        
Interest expense (8,508) 0 (25,666) 0
Gain (loss) on marketable securities 2,216 76,351 17,651 30,022
Net income (loss) before before taxes (125,465) (263,164) (501,259) (843,405)
Income tax expense 0 0 0 0
Net income (loss) $ (125,465) $ (263,164) $ (501,259) $ (843,405)
Basic and diluted (Loss) per share:        
Income (loss) per share $ (0.01) $ (0.02) $ (0.03) $ (0.05)
Weighted average shares outstanding - basic and diluted 16,196,669 16,025,050 16,151,729 16,013,080
v3.23.4
Consolidated Statement of Stockholders Equity (Unaudited) - USD ($)
Total
Common Stock
Additional Paid-in Capital [Member]
Accumulated Income Deficit [Member]
Balance, shares at Dec. 31, 2021   17,604,705    
Balance, amount at Dec. 31, 2021 $ 973,278 $ 17,605 $ 4,785,843 $ (3,830,170)
Stock issued as compensation, shares   30,000    
Stock issued as compensation, amount 156,000 $ 30 155,970 0
Stock retired, shares   (1,616,455)    
Stock retired, amount 0 $ (1,616) 1,616 0
Net loss (290,984) $ 0 0 (290,984)
Balance, shares at Mar. 31, 2022   16,018,250    
Balance, amount at Mar. 31, 2022 838,294 $ 16,018 4,943,429 (4,121,154)
Balance, shares at Dec. 31, 2021   17,604,705    
Balance, amount at Dec. 31, 2021 973,278 $ 17,605 4,785,843 (3,830,170)
Net loss (843,405)      
Balance, shares at Sep. 30, 2022   16,025,050    
Balance, amount at Sep. 30, 2022 297,772 $ 16,025 4,955,322 (4,673,575)
Balance, shares at Mar. 31, 2022   16,018,250    
Balance, amount at Mar. 31, 2022 838,294 $ 16,018 4,943,429 (4,121,154)
Stock retired, shares   (1,200)    
Stock retired, amount (2,100) $ (1) (2,099) 0
Net loss (289,258) $ 0 0 (289,258)
Options exercised, shares   8,000    
Options exercised, amount 14,000 $ 8 13,992 0
Balance, shares at Jun. 30, 2022   16,025,050    
Balance, amount at Jun. 30, 2022 560,936 $ 16,025 4,955,322 (4,410,411)
Net loss (263,164) 0 0 (263,164)
Options exercised 0 0 0 0
Stock retired 0 $ 0 0 0
Balance, shares at Sep. 30, 2022   16,025,050    
Balance, amount at Sep. 30, 2022 297,772 $ 16,025 4,955,322 (4,673,575)
Balance, shares at Dec. 31, 2022   16,025,050    
Balance, amount at Dec. 31, 2022 (136,573) $ 16,025 4,955,322 (5,107,920)
Net loss (257,671) 0 0 (257,671)
Stock retired 0 $ 0 0 0
Shares issued for cash, shares   28,286    
Shares issued for cash, amount 99,000 $ 28 98,972 0
Balance, shares at Mar. 31, 2023   16,053,336    
Balance, amount at Mar. 31, 2023 (295,244) $ 16,053 5,054,294 (5,365,591)
Balance, shares at Dec. 31, 2022   16,025,050    
Balance, amount at Dec. 31, 2022 (136,573) $ 16,025 4,955,322 (5,107,920)
Net loss (501,259)      
Balance, shares at Sep. 30, 2023   16,258,336    
Balance, amount at Sep. 30, 2023 (200,833) $ 16,258 5,392,089 (5,609,180)
Balance, shares at Mar. 31, 2023   16,053,336    
Balance, amount at Mar. 31, 2023 (295,244) $ 16,053 5,054,294 (5,365,591)
Net loss (118,124) 0 0 (118,124)
Stock retired 0 0 0 0
Shares Sold 0 $ 0 0 0
Balance, shares at Jun. 30, 2023   16,053,336    
Balance, amount at Jun. 30, 2023 (413,368) $ 16,053 5,054,294 (5,483,715)
Net loss (125,465) 0 0 (125,465)
Stock retired 0 $ 0 0 0
Shares Sold, shares   205,000    
Shares Sold, amount 338,000 $ 205 337,795 0
Balance, shares at Sep. 30, 2023   16,258,336    
Balance, amount at Sep. 30, 2023 $ (200,833) $ 16,258 $ 5,392,089 $ (5,609,180)
v3.23.4
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Operating activities:    
Net (loss) $ (501,259) $ (843,405)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:    
Depreciation and amortization 11,855 11,855
Changes in operating assets and liabilities:    
Prepaid expenses 0 12,110
Marketable securities 58,833 (129,976)
Other receivables (53,885)  
Other current assets 50,703 0
Accounts payable and accrued expenses 57,898 595
Accrued wages - related party 63,110 0
Other current liabilities (54,761) (15,249)
Net cash used in operating activities (367,507) (964,070)
Investing activities:    
Acquisition of intangible assets 0 (2,508)
Deposits 0 5,550
Net cash provided by investing activities 0 3,042
Cash flows from financing activities:    
Proceeds from issuance of stock, net 437,000 167,900
Proceeds from short-term debt 39,968 0
Net cash provided by financing activities 476,968 167,900
Net change in cash 109,460 (793,128)
Cash, beginning of the period 79 840,639
Cash, ending of the period 109,539 47,511
Supplemental disclosure of cash flows information:    
Cash paid for interest 0 0
Cash paid for income taxes $ 0 $ 0
v3.23.4
Nature of Operations and Basis of Presentation
9 Months Ended
Sep. 30, 2023
Nature of Operations and Basis of Presentation  
Nature Of Operations And Basis Of Presentation

NOTE 1. Nature of Operations and Basis of Presentation

 

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 other intangible assets from Paul Rosenberg and Overwatch Partners, Inc., for $100,000.

 

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.

 

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and disclosures required by GAAP for annual financial statements. The accompanying consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 14, 2023.

 

In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of our consolidated financial statements as of December 31, 2022, and for the three and nine months ended September 30, 2023, and 2022. The results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the operating results for the full year ending December 31, 2023.

v3.23.4
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2023
Summary of Significant Accounting Policies  
Summary Of Significant Accounting Policies

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.

 

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.

 

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 $250,000. The risk is managed by maintaining all deposits in high-quality financial institutions.

 

The Company had $0 in excess of federally insured limits on September 30, 2023, and December 31, 2022.

 

Cost of Goods Sold

 

The Company recognizes the direct cost of purchasing products 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 not trade accounts receivable. The Company recognized $0 as an uncollectable reserve for the years ending September 30, 2023, and 2022.

 

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.

 

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 of convertible debentures.

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 September 30, 2023, and December 31, 2022, the Company recognized a loss on contingencies of $0 and $0, respectively.

 

Recent Accounting Pronouncements

 

For information on recently issued accounting pronouncements, if any, refer to Note 2. Significant Accounting Policies in our consolidated financial statements are included elsewhere in this Quarterly Report on Form 10-Q.

v3.23.4
Going Concern
9 Months Ended
Sep. 30, 2023
Going Concern  
Going Concern

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. Because the business is new and has a limited history, no certainty of continuation can be stated. The accompanying financial statements for the three and nine months ended September 30, 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 raises 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.

v3.23.4
Balance Sheet Details
9 Months Ended
Sep. 30, 2023
Balance Sheet Details  
Balance Sheet Details

NOTE 4. Balance Sheet Details

 

Intangible Assets

 

As of September 30, 2023, the Company has approximately $9,171 in net intangible assets that consists of domain names, and copyright costs. The company is currently amortizing this amount over a 15-year period, recognizing approximately $62 in amortization per month.

 

Other Receivable

 

The Company’s other receivable of $53,885 is related to product development with AQST.

 

Accounts Payable and Accrued Expenses

 

The Company’s accounts payable and accrued expenses are primarily accrued interest and salaries.

 

Accrued Wages – Related Party

 

The Company’s accrued wages – related party consist of unpaid wages for the Company CEO and related party. As of September 30, 2023, there was $63,110 in accrued wages – related party.

 

Legal Settlements

 

None

 

Debt

 

During the nine months ended September 30, 2023, the Company received short-term loans in the aggregate amount of $131,610. These loans carry a 10% annual interest rate and are due on April 18, 2024. As of September 30, 2023, there was $43,610 in outstanding principal on this loan. On July 1, 2023, the Company agreed to issue 105,000 shares of common stock in exchange for the principal balance of $88,000.

On October 18, 2022, the Company received a short-term loan in the amount of $300,000. This loan carries a 10% annual interest rate and was initially due on April 18, 2023. On April 18, 2023, the Company executed a Loan Extension Agreement whereby the loan will be due April 18, 2024. As of September 30, 2023, there was $296,358 in outstanding principal on this loan.

v3.23.4
Operating Lease Assets
9 Months Ended
Sep. 30, 2023
Operating Lease Assets  
Operating Lease Assets

NOTE 5. Operating Lease Assets

 

The Company entered into a lease agreement on March 1, 2021, for its office facilities in Temecula, CA through September 2026.Base monthly rental payments, excluding common area maintenance charges, are $4,800. As of September 30, 2023, we have an operating lease asset balance of $58,967 and an operating lease liability balance of $58,967 recorded in accordance with ASC 842, Leases (ASC "842").

v3.23.4
Stockholders Equity
9 Months Ended
Sep. 30, 2023
Stockholders Equity  
Stockholders' Equity

NOTE 6. Stockholders’ Equity

 

In February 2021, the Company commenced a private placement of its common shares at an offering price of $1.25 per share. As of June 30, 2021, the Company had sold 788,000 shares of its common stock for gross proceeds of $1,145,000. In addition, each investor was issued a warrant to purchase an additional share at $1.75 for every 10 shares they purchased. In April 2021, the Company sold an additional 128,000 shares of its common stock for gross proceeds of $160,000. The private capital raise was exempt from registration under Regulation D Rule 506(c). This funding will be utilized for day-to-day operations as well as to finance the development of our ECO APP (see comments below) and the mobile system for the production of hydrogen and electric energy during the movement of automobile, along with other unforeseen projects that the Company will elect to develop and participate in.

 

On April 29, 2021, the Company paid Vladimir Valisenko, the former CEO of the Company, $50,000 in exchange for services and the cancellation of 5,000,000 of the Company’s common stock.

 

In August 2021, the Company cancelled 400,000 shares of common stock in exchange for $60,000.

 

On September 27, 2021, the Company cancelled 2,355,885 shares of common stock in exchange for $20,000.

 

In September 2021, the Company issued 1,200 shares of common stock related to the exercise of warrants for $2,100.

 

In October 2021, the Company sold 56,000 shares of common stock for $280,000.

 

On February 2, 2022, a former related party retired 1,616,455 shares of common stock.

 

On March 30, 2022, the Company issued 30,000 shares of common stock related to a consulting agreement valued at $156,000.

 

On May 26, 2022, the company retired 1,200 shares of common stock valued at $2,100 and issued 8,000 shares of common stock related to the exercise of warrants.

 

In March 2023, the Company sold 28,286 shares of common stock for $99,000.

 

On July 1, 2023, the Company agreed to issue 105,000 shares of common stock in exchange for the principal balance of $88,000 in debt with a note holder.

 

In August 2023, the Company issued a total of 60,000 shares of common stock to investors in exchange for $150,000.

 

In September 2023, the Company issued a total of 40,000 shares of common stock to investors in exchange for $100,000.

v3.23.4
Warrants to Purchase Common Stock
9 Months Ended
Sep. 30, 2023
Warrants to Purchase Common Stock  
Warrants To Purchase Common Stock

NOTE 7. Warrants to Purchase Common Stock

 

Warrants Issued to Investors

 

As of September 30, 2023, we have warrants to purchase 91,600 shares of common stock at $1.75 per share. All of these warrants expire in March 2026.

 

On May 26, 2022, warrants to purchase 8,000 shares of common stock were exercised at $1.75 per share.

v3.23.4
Commitments and Contingencies
9 Months Ended
Sep. 30, 2023
Commitments and Contingencies  
Commitments And Contingencies

NOTE 8. Commitments and Contingencies

 

The Company has no commitments or contingencies for the three and nine months ended September 30, 2023, and 2022.

v3.23.4
Subsequent Events
9 Months Ended
Sep. 30, 2023
Subsequent Events  
Subsequent Events

NOTE 9. Subsequent Events

 

None.

v3.23.4
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Sep. 30, 2023
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.

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.

 

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 $250,000. The risk is managed by maintaining all deposits in high-quality financial institutions.

 

The Company had $0 in excess of federally insured limits on September 30, 2023, and December 31, 2022.

Cost Of Goods Sold

The Company recognizes the direct cost of purchasing products 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 not trade accounts receivable. The Company recognized $0 as an uncollectable reserve for the years ending September 30, 2023, and 2022.

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.

 

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 of convertible debentures.

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 September 30, 2023, and December 31, 2022, the Company recognized a loss on contingencies of $0 and $0, respectively.

Recent Accounting Pronouncements

For information on recently issued accounting pronouncements, if any, refer to Note 2. Significant Accounting Policies in our consolidated financial statements are included elsewhere in this Quarterly Report on Form 10-Q.

v3.23.4
Nature of Operations and Basis of Presentation (Details Narrative) - USD ($)
1 Months Ended
Oct. 23, 2019
Apr. 15, 2007
Reverse Stock Split   1 for 10
Southern Investments Inc [Member]    
Exhange of shares   55,000,000
Overwatch Partners, Inc. [Member]    
Acquisition Of Other Intangible Assets $ 100,000  
v3.23.4
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Summary of Significant Accounting Policies      
Federally Insured Limit $ 250,000    
Uncollectable Reserve Accounts Receivable 0 $ 0  
Loss on contingencies 0   $ 0
Amount In Excess Of Insured Limit $ 0   $ 0
v3.23.4
Balance Sheet Details (Details Narrative) - USD ($)
1 Months Ended 9 Months Ended
Oct. 18, 2022
Sep. 30, 2023
Dec. 31, 2022
Net intangible assets   $ 9,171 $ 9,714
Accrued wages - related party   63,110  
Other receivable   53,885 $ 0
Outstanding principle $ 296,358 $ 43,610  
Amortizing period   15 years  
Short-term loan amount $ 300,000 $ 131,610  
Annual interest rate 10.00% 10.00%  
Short-term loan due date Apr. 18, 2023 Apr. 18, 2024  
Amortization expense, per month   $ 62  
On 1 July, 2023 [Member]      
Outstanding principle   $ 88,000  
Shares of common stock in exchange   105,000  
v3.23.4
Operating Lease Assets (Details Narrative)
9 Months Ended
Sep. 30, 2023
USD ($)
Operating Lease Assets  
Maintenance charges $ 4,800
Operating lease asset balance 58,967
Operating lease liability balance $ 58,967
v3.23.4
Stockholders Equity (Details Narrative) - USD ($)
1 Months Ended 9 Months Ended
Mar. 30, 2023
May 26, 2022
Mar. 30, 2022
Oct. 30, 2021
Sep. 30, 2021
Sep. 27, 2021
Aug. 31, 2021
Apr. 30, 2021
Feb. 28, 2021
Sep. 30, 2023
Dec. 31, 2022
Feb. 02, 2022
Apr. 29, 2021
Common stock cancelled shares in exchange, shares           2,355,885 400,000            
Common stock cancelled shares in exchange, amount           $ 20,000 $ 60,000            
Common stock sold shares, shares 28,286     56,000                  
Common stock sold shares, amount $ 99,000     $ 280,000                  
Issue of common stock shares warrant   1,200 30,000   1,200             1,616,455  
Issue of retired common stock shares warrant85   8,000                      
Exercise of warrants   $ 2,100 $ 156,000   $ 2,100                
Common shares value                   $ 16,258 $ 16,025    
Common shares issued                   16,258,336 16,025,050    
Vladimir Valisenko [Member]                          
Amount paid, in exchange of services                         $ 50,000
Cancellation of shares                         5,000,000
July 1, 2023 [Member]                          
Common shares issued                   105,000      
Notes payable principal balance                   $ 88,000      
August 2023 [Member]                          
Common shares value                   $ 150,000      
Common shares issued                   60,000      
September 2023 [Member]                          
Common shares value                   $ 100,000      
Common shares issued                   40,000      
February 2021 [Member]                          
Offering price per share                 $ 1.25        
Shares sold, private placement               128,000   788,000      
Gross proceeds from shares sold               $ 160,000   $ 1,145,000      
Additional shares description                 each investor was issued a warrant to purchase an additional share at $1.75 for every 10 shares they purchased        
v3.23.4
Warrants to Purchase Common Stock (Details Narrative) - $ / shares
9 Months Ended
Sep. 30, 2023
May 26, 2022
Warrants to Purchase Common Stock    
Warrants to purchase common stock shares 91,600 8,000
Warrants to purchase common stock, price per share $ 1.75 $ 1.75
Warrants expire March 2026  

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