UNITED STATES

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 ~~March~~June 3130, 2024

☐	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 ~~March~~June 3130, 2024, the registrant had 16,~~374~~381,~~503~~403 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	1112
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1617
Item 4.	Controls and Procedures	1617
PART II –OTHER INFORMATION		1718
Item 5.	Other Information	1718
Item 6.	Exhibits	1718
SIGNATURES		1819

2 ~~Table~~Tabe of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Global Warming Solutions, Inc.

Consolidated Balance Sheets

ASSETS
	March 31,			December 31,
	June 30,			December 31,
	2024			2023
Current assets
Cash and cash equivalents	$	-2,946		$	28,610
Marketable securities		54,~~805~~140			2,990
Other receivable		~~251,980~~-			125,672
Deposits		6,250			6,250
Other current assets		3218,~~658~~928			46,001
Total current assets		~~296~~32,~~693~~264			209,523
Furniture and equipment, net		1110,~~664~~645			13,637
Leasehold improvements, net		31,~~616~~818			5,414
Intangible assets, net		8,~~808~~627			8,989
Investment in Green Holistic		-			-
Total assets	$	53,354		$	237,563
Total assets	$	320,781		$	237,563
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Cash overdraft		805			-
Accounts payable and accrued expenses		32,772			1,595
Accounts payable and accrued expenses		16,578			1,595
Loan payable		462,329			305,305
Loan payable		378,121			305,305
Other current liabilities		18,928			46,001
Other current liabilities		32,658			46,001
Total current liabilities		514,029			352,901
Total current liabilities		428,162			352,901
Total liabilities		514,029			352,901
Total liabilities		428,162			352,901
Stockholders' equity
Common stock, $0.001 par value, voting; 1,500,000,000 shares authorized;		16,374			16,325
Common stock, $0.001 par value, voting; 1,500,000,000 shares authorized; 16,381,403 and 16,325,336 shares issued, and outstanding, as of June 30, 2024 and December 31, 2023, respectively.		16,381			16,325
16,374,503 and 16,325,336 shares issued, and outstanding,
Additional paid in capital		5,594,716			5,492,522
as of March 31, 2024 and December 31, 2023, respectively.
Accumulated deficit		(6,071,772	)		(5,624,186	)
Additional paid in capital		5,577,473			5,492,522
Total stockholders' equity		(460,675	)		(115,339	)
Accumulated deficit		(5,701,228	)		(5,624,186	)
Total liabilities and stockholders' equity	$	53,354		$	237,563
Total stockholders' equity		(107,381	)		(115,339	)
Total liabilities and stockholders' equity	$	320,781		$	237,563

See accompanying notes to these unaudited consolidated financial statements.

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Global Warming Solutions, Inc.

Consolidated Statements of Operations and Comprehensive Income

(Unaudited)

	For the Three Months Ended March 31,
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2024			2023			2024			2023
Revenue
Sales	$	-		$	-		$	-		$	-
Cost of sales		-			-			-			-
Gross profit		-			-			-			-
Operating expenses
Selling, general, and administrative		2838,~~663~~027			~~102~~90,~~146~~158			66,689			192,305
Professional fees		3731,~~943~~997			139,~~798~~110			69,940			22,908
Research and development		-			~~141~~10,000			-			151,000
Amortization and depreciation		32,~~952~~998			3,~~908~~952			6,950			7,860
Total operating expenses		7073,~~557~~022			~~260~~113,~~853~~220			143,579			374,072
Income (loss) from operations		(7073,~~557~~022	)		(~~260~~113,~~853~~220	)		(143,579	)		(374,072	)
Other income (expense)
Interest expense		(910,~~300~~904	)		(142,~~498~~660	)		(20,205	)		(17,158	)
Gain (loss) on marketable securities		2,815			17,680
Bad debt expense		(284,953	)		-			(284,953	)		-
Net income (loss) before before taxes		(77,042	)		(257,671	)
Gain (loss) on marketable securities		(1,664	)		(2,244	)		1,151			15,435
Income tax expense		-			-
Net income (loss) before before taxes		(370,544	)		(118,124	)		(447,586	)		(375,795	)
Net income (loss)	$	(77,042	)	$	(257,671	)
Income tax expense		-			-			-			-
Basic and diluted (Loss) per share:
Net income (loss)	$	(370,544	)	$	(118,124	)	$	(447,586	)	$	(375,795	)
Income (loss) per share	$	(0.00	)	$	(0.02	)
Basic and diluted (Loss) per share:
Weighted average shares outstanding - basic and diluted		16,161,621			16,044,003
Income (loss) per share	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)
Weighted average shares outstanding - basic and diluted		16,378,522			16,025,050			16,373,337			16,025,050

See accompanying notes to these unaudited consolidated financial statements.

4 ~~Table~~Tabe of Contents

Global Warming Solutions, Inc.

Consolidated Statement of Stockholders’ Equity

	For the Three Months Ended March 31, 2023
	For the Six Months Ended June 30, 2023
					Additional		~~Accumulated~~			Total ~~Stockholders'~~
	Common Stock				Paid-in		~~Income~~Accumulated			~~Equity~~Stockholders'
	Shares		Amount		Capital		Income (Deficit)			Equity (Deficit)
Balance – December 31, 2022		16,025,050	$	16,025	$	4,955,322	$	(5,107,920	)	$	(136,573	)
Stock issued as compensation		28,286	$	28	$	98,972	$	-		$	99,000
Net loss		-	$	-	$	-	$	(257,671	)	$	(257,671	)
Balance – March 31, 2023		16,053,336	$	16,053	$	5,054,294	$	(5,365,591	)	$	(295,244	)
Stock issued as compensation		-	$	-	$	-	$	-		$	-
Net loss		-	$	-	$	-	$	(118,124	)	$	(118,124	)
Balance – June 30, 2023		16,053,336	$	16,053	$	5,054,294	$	(5,483,715	)	$	(413,368	)
	For the Six Months Ended June 30, 2024
					Additional					Total
	Common Stock				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Capital		Income (Deficit)			Equity (Deficit)
Balance – December 31, 2023		16,325,336	$	16,325	$	5,492,522	$	(5,624,186	)	$	(115,339	)
Stock issued for cash		49,167		49		84,951	$	-		$	85,000
Net loss		-	$	-	$	-	$	(77,042	)	$	(77,042	)
Balance – March 31, 2024		16,374,503	$	16,374	$	5,577,473	$	(5,701,228	)	$	(107,381	)
Stock issued for cash		6,900		7		17,243	$	-		$	17,250
Net loss		-	$	-	$	-	$	(370,544	)	$	(370,544	)
Balance – June 30, 2024		16,381,403	$	16,381	$	5,594,716	$	(6,071,772	)	$	(460,675	)

	For the Three Months Ended March 31, 2024
					Additional		Accumulated			Total Stockholders'
	Common Stock				Paid-in		Income			Equity
	Shares		Amount		Capital		(Deficit)			(Deficit)
Balance – December 31, 2023		16,325,336	$	16,325	$	5,492,522	$	(5,624,186	)	$	(115,339	)
Stock issued for cash		49,167		49		84,951	$	-		$	85,000
Net loss		-	$	-	$	-	$	(77,042	)	$	(77,042	)
Balance – March 31, 2024		16,374,503	$	16,374	$	5,577,473	$	(5,701,228	)	$	(107,381	)

See accompanying notes to these unaudited consolidated financial statements.

5 ~~Table~~Tabe of Contents

Global Warming Solutions, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	For the Three Months Ended March 31,
	For the Six Months Ended June 30,
	2024			2023
Operating activities:
Net (loss)	$	(77447,~~042~~586	)	$	(~~257~~375,~~671~~795	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net
Depreciation and amortization		3,952			3,908
cash provided by (used in) operating activities:
Stock based compensation		17,250			-
Depreciation and amortization		6,950			7,860
Changes in operating assets and liabilities:
Cash overdraft		~~805~~-			-3,749
Marketable securities		(21,~~815~~150	)		-61,048
Other receivables		~~(126~~125,~~309~~672	)		~~58,804~~-
Other current assets		1327,~~344~~073			2538,~~858~~103
Accounts payable and accrued expenses		1431,~~983~~178			4278,~~289~~213
Accrued wages - related party		-			~~(29~~32,~~216~~295	)
Other current liabilities		(1327,~~343~~073	)		-(42,162	)
Net cash used in operating activities	$	(~~186~~267,~~425~~687	)	$	(~~156~~196,~~029~~689	)
Investing activities:
Acquisition of intangible assets		-			-
Deposits		-			-
Net cash used in investing activities	$	-		$	-
Cash flows from financing activities:
Proceeds from issuance of stock, net		85,000			99,000
Proceeds from short-term debt		72157,~~816~~023			8097,~~000~~610
Net cash provided by financing activities	$	~~157~~242,~~816~~023		$	~~179~~196,~~000~~610
Net change in cash		(2825,~~610~~664	)		~~22,971~~(79	)
Cash, beginning of the period		28,610			79
Cash, ending of the period	$	02,946		$	~~23,050~~-
Supplemental disclosure of cash flows information:
Cash paid for interest	$	~~316~~36,921		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes to these unaudited consolidated financial statements.

6 ~~Table~~Tabe 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 Temecula, CA. that develops technologies to help mitigate climate change. The Company was formerly known as Southern Investments, Inc., and was domiciled in Oklahoma. On April 15, 2007, the company changed its name to Global Warming Solutions, Inc., and moved its headquarters to the commonwealth of Canada. In February 2021 we relocated to Temecula, California.

The Company was incorporated on March 30, 1999, as Southern Investments, Inc. and has not been in bankruptcy, receivership or any similar proceeding. The Company has never been classified as a shell company.

On April 15, 2007, Southern Investments, Inc. acquired all 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, 2023, filed with the SEC on June 24, 2024.

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, 2023, and for the three and six months ended ~~March~~June 3130, 2024, and 2023. The results of operations for the three and six months ended ~~March~~June 3130, 2024, are not necessarily indicative of the operating results for the full year ending December 31, 2024.

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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.

As of ~~March~~June 3130, 2024, the Company had no customers.

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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 ~~March~~June 3130, 2024, and December 31, 2023.

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 ~~three~~six months ended ~~March~~June 3130, 2024 or for the year ending December 31, 2023.

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 ~~March~~June 3130, 2024, and December 31, 2023, the Company recognized a loss on contingencies of $0 and $0, respectively.

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Recent Accounting Pronouncements

For information on recently issued accounting pronouncements, if any, refer to Note 2. Summary of 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 six months ended ~~March~~June 3130, 2024, and 2023 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 ~~March~~June 3130, 2024, the Company has approximately $8,~~808~~627 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 $~~251~~125,~~980~~672 for the period ended December 31, 2023, 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.

Legal Settlements

None

Debt

During the ~~three~~six months ended ~~March~~June 3130, 2024, the Company received short-term loans in the aggregate amount of $72157,~~816~~023. These loans carry a 10% annual interest rate and are due on April 18, ~~2024~~2025.

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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, 2025. As of ~~March~~June 3130, 2024, there was $~~378~~462,~~121~~329 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 ~~March~~June 3130, 2024, we have an operating lease asset balance of $5818,~~967~~928 and an operating lease liability balance of $5818,~~967~~928 recorded in accordance with ASC 842, Leases (ASC "842").

NOTE 6. Stockholders’ Equity

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.

In December 2023, the Company issued 67,000 shares of common stock to an investor in exchange for $100,500.

In January 2024, the Company issued 36,667 shares of common stock in exchange for $55,000.

In February 2024, the Company issued 12,500 shares of common stock in exchange for $30,000.

In May 2024, the Company issued 6,900 shares of common stock related to a consulting agreement valued at $17,250.

NOTE 7. Warrants to Purchase Common Stock

Warrants Issued to Investors

As of ~~March~~June 3130, 2024, we have warrants to purchase 91,600 shares of common stock at $1.75 per share. All of these warrants expire in March 2026.

NOTE 8. Commitments and Contingencies

The Company has no commitments or contingencies for the three and six months ended ~~March~~June 3130, 2024, and 2023.

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 2023 annual report on Form 10-K filed with the Securities and Exchange Commission, or the SEC, on June 24, 2024, 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 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.

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.

As of ~~March~~June 3130, 2024, the Company’s total assets are $~~320~~53,~~781~~354. These assets are comprised primarily of $52,~~805~~946 in ~~marketable securities~~cash, $~~251~~4,~~980~~141 in ~~other~~marketable ~~receivable~~securities, $6,250 in deposits, $7118,~~567~~928 in other current assets, $1110,~~664~~645 in furniture and equipment, $31,~~616~~818 in leasehold improvements, and $8,~~808~~628 in intangible assets, Our independent registered public accounting firm issued its report in connection with the audit of our financial statements for the periods of January 1, 2022, through December 31, 2023, which included an explanatory paragraph in Note 3 describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern. Thus far, GWSO management has relied on capital loans and equity investments for the purpose of growing the business. Without continued loans or equity investments, we will not have the necessary capital required to execute our business plan and grow our business. Management has estimated that the costs associated with implementation of its business plan over the next twelve months include, but are not limited to, payroll, consulting, marketing and general administration of $500,000 (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 irreversible.

The market for climate change solutions is highly competitive and rapidly evolving, resulting in a dynamic competitive environment with several dominant national and multi-national leaders. The Company will have to compete with established corporations that have greater financial, marketing, technical and human resource capabilities. Such competition may be able to undertake more extensive marketing campaigns, adopt more aggressive distribution policies and make more attractive offers to potential clients. The Company expects competition to persist and intensify in the future.

Management believes that there is an increasing demand for money-making ideas created by the warming of our planet and that products and services that slow the flow of greenhouse gases by using less energy or by substituting clean energy for fossil fuels are in great demand.

The company’s plan is focused on introducing our patented device that stores power, creates oxygen, and produces hydrogen. We will create and sell this product initially focusing on DOD (Department of Defense), and DOE as existing relationships through our partners make these entities the easiest path to market.

An initial product and services offering will help meet the growing demand for more efficient and clean energy solutions. Our product is unique in that it can generate electricity from a renewable source, creating oxygen, and producing hydrogen on demand from an electro chemical reaction. We anticipate this product will be in high demand for residential, commercial, and industrial applications. We plan to launch this product and service offering in the markets of the United States and Europe but could increase market share by expanding to markets in Asia and developing countries. We have identified the right personnel and developed a strategy to achieve success. It is the company’s belief that profits will begin to be realized once we can begin the manufacturing process.

Our company offers a product that generates power, oxygen, and hydrogen on demand.

Battery power and hydrogen production are essential to the world because they provide a clean and efficient source of energy. Our battery technology differs in that it is not an accumulator of energy but rather a production unit capable of storing energy through an electrochemical process allowing for easy access when needed. Our unit also produces Hydrogen on demand production, which on the other hand, allows for the storage of energy in a form that can be easily transported to be used elsewhere. Hydrogen can also be used to power vehicles, replacing the need for traditional fossil fuels. Both battery power and hydrogen production provide the world with renewable and clean sources of energy, reducing emissions and helping to combat climate change. The main downside of hydrogen power sources is the difficulty and expense associated with producing, storing, and transporting hydrogen fuel, and the current lack of refueling infrastructure.

Hydrogen fuel cells are also expensive compared to other forms of renewable energy, and many of the components used in the production of hydrogen fuel are petroleum-based, making it a less environmentally friendly option. Hydrogen as an energy source can have positive and negative impacts on the planet. On the positive side, hydrogen has the potential to be a clean and renewable energy source, since it can be produced through renewable energy sources and when used in a fuel cell, it only produces water as a byproduct. On the negative side, producing and transporting hydrogen (especially in the preliminary stages of its development) can have significant emissions of greenhouse gases, such as carbon dioxide and methane, which contribute to climate change. Additionally, when produced from non-renewable resources, like natural gas, it might contribute to air pollution and other types of pollution.

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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 several types of license agreements we can consider such as an End-User License Agreement (EULA), a Subscription License Agreement, an Implementation License Agreement, or an Evaluation Agreement. It is important to consider the legal aspects of our technology, such as intellectual property rights and the confidentiality of any data collected, when licensing it to third parties. Additionally, we can provide a range of services, such as support and maintenance, to make sure our licensees have an easy and successful experience with our technology. in our local area, as well as online through our website. Our products will be competitively priced, and we plan to offer customer service and warranties to our customers. Additionally, we will be investing in digital marketing campaigns to reach new customers and increase our brand awareness.

Description of Business

Our current business strategy is to generate revenue through three basic options: i) consulting fees, ii) royalty fees, and iii) retail sales.

Principal Products

Currently the company has initiated research and development on Hydrogen Fuel Cell Batteries which they expect to compete directly with the current Lithium-Ion market.

Our retail operations will be primarily business to customer, while our consulting and royalty revenues, when earned, will be primarily business to business.

Customers

There were no customers for the three and six months ended ~~March~~June 3130, 2024, or year ended December 31, 2023.

Patents, Trademarks, Trade Secrets, and Other Intellectual Property

To generate revenue from royalties and consulting, we have been developing technologies for future use and development. There are no assurances any of these items currently identified as research and development will materialize or generate revenue for the Company.

We have created various formulas and processes we intend to patent and/or copyright for future use and licensing. The following list comprise our intellectual property:

Pick-Up-Oil – is a proprietary carbon sorbent for oil collection. Under the process, the airborne sorbent is discharged in the oil slick and after absorbing the oil is collected. The product is then extracted from the oil and available for secondary use.

Hybrid Electrochemical Energy System – is a patented battery system employing advanced manufacturing techniques for solid state electrolytes. With large capacity anode due to 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.

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 April 2024, the Company received an engine from the US Navy to begin integration of its hydrogen technology.

In January 2024, the Company signed a letter of intent with Coal Creek Energy, LLC. to produce hydrogen and hydrogen infrastructure in Kansas.

In January 2024, the Company appoints academic Ph.D. (Geophysics) Dr. Jason McKenna to its advisory board.

In January 2024, the Company completes its acquisition of AQST-USA, LLC.

In December 2023, the Company signed a contract for developing and integrating its on-demand hydrogen technology to support a US Navy contract.

In November 2023, the Company appoints academic Ph.D. (Chemical and Petroleum Engineering) Dr. Reza Barati to its advisory board.

In September 2023, the Company signed a Memorandum of Understanding with DVL Express to integrate Econ Hydrogen technology into DVL’s truck fleet by 2026.

In August 2023, the Company’s Eco Hydrogen Technology received letters of endorsement from the Mississippi Enterprise for Technology (MSET), the University of Southern Mississippi (USM), and the Mississippi Defense Initiative (MDI).

In July 2023, the Company appointed Dick Simon to its Advisory Board.

In July 2023, the Company was invited and submitted a pitch proposal for federal grants through the National Science Foundation to further develop Eco Hydrogen technologies.

In July 2023, the Company signed a Letter of Intent to Acquire AQST-USA, LLC.

In April 2023 Michael Pollastro (CEO of Global Warming Solutions Inc.) Acquired 742,000 shares of the company’s common stock from a private investor.

In March 2023, the Company along with AQST-USA, LLC. showcased their “Sodium Battery Hydrogen Generator” technology for Northwest UAV at their facilities in McMinnville, Oregon.

In November 2022, The Company along with AQST-USA, LLC. completed building and testing their “Sodium Battery Hydrogen Generator’ prototype.

In May 2022 the Company contracted AQST-USA, LLC. to assist with the design and build of their “Sodium Battery Hydrogen Generator” prototype.

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Results of Operations

Revenue

The Company had no revenue for the three and six months ended ~~March~~June 3130, 2024, and 2023.

Cost of Goods Sold

The Company had no cost of goods sold for the three and six months ended ~~March~~June 3130, 2024, and 2023.

Gross Profit

The Company had no gross profit for the three and six months ended ~~March~~June 3130, 2024, and 2023.

Operating Expenses

Our operating expenses for the three months ended ~~March~~June 3130, 2024, were $7073,~~557~~022 compared to $~~260~~113,~~853~~220 for the three months ended ~~March~~June 3130, 2023. Our total operating expenses for the three months ended ~~March~~June 3130, 2024, consisted of $2838,~~663~~027 of selling, general and administrative expenses, professional fees of $3731,~~943~~997, and amortization expense of $32,~~952~~998. Our total operating expenses for the three months ended ~~March~~June 3130, 2023, consisted of $~~102~~90,~~146~~158 of selling, general and administrative expenses, professional fees of $139,~~798~~110, research and development of $~~141~~10,000, and amortization expense of $3,~~908~~952. Our general and administrative expenses consist of bank charges, and other expenses.

~~Net~~For ~~Operating~~the ~~Income/Loss~~six months ended June 30, 2024, operating expenses were $143,579 compared to $374,072 for the six months ended June 30, 2023. Our total operating expenses for the six months ended June 30, 2024, consisted of $66,689 of selling, general and administrative expenses, professional fees of $69,940, and amortization expense of $6,950. Our total operating expenses for the six months ended June 30, 2023, consisted of $192,305 of selling, general and administrative expenses, professional fees of $22,908, research and development of $151,000, and amortization expense of $7,860. Our general and administrative expenses consist of payroll, professional services, bank charges and other expenses.

~~Our~~Net ~~net operating loss for the three months ended March 31, 2024, was $77,042 as compared to a net operating loss of $257,671 for the three months ended March 31, 2023.~~ Income/Loss

15Our ~~Table~~net loss for the three months ended June 30, 2024, was $370,544 as compared to a net loss of ~~Contents~~$118,124 for the three months ended June 30, 2023. This increase is primarily due to the expense of other receivables.

Our net loss for the six months ended June 30, 2024, was $447,586 as compared to a net loss of $375,795 for the six months ended June 30, 2023. This increase is primarily due to the expense of other receivables.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2024, we had current assets of $~~296~~32,~~693~~264, and current liabilities of $~~428~~514,~~162~~029 resulting in a working capital deficit of $~~131~~481,~~469~~765.

We believe as of the date of this report, we ~~have~~will ~~the~~be ~~working~~able ~~capital~~to onraise ~~hand,~~enough ~~along with our expected cash flow from operations,~~ to fund our current level of operations at least through the end of the next twelve months. However, there can be no assurance that we will not require additional capital. If we require additional capital, we will seek to obtain additional working capital through the sale of our securities and, if available, bank lines of credit. However, there can be no assurance we will be able to obtain access to capital as and when needed and, if so, the terms of any available financing may not be subject to commercially reasonable terms.

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Cash Flows

Operating Activities

We used cash from operating activities totaling $~~186~~267,~~425~~687 during the ~~three~~six months ended ~~March~~June 3130, 2024, and used cash from operating activities totaling $~~156~~196,~~029~~689 during the ~~three~~six months ended ~~March~~June 3130, 2023. The increase in cash used in operations was primarily due to aan ~~decrease~~increase in net loss of $~~180~~71,~~629~~791, a decrease in marketable securities of $262,~~815~~200, ana ~~increase~~decrease in other receivable of $~~185~~125,~~113~~672, a decrease in other current assets of $1211,~~514~~029, an increase in accounts payable of $2747,~~306~~035, a decrease in accrued wages – related party of $2932,~~216~~295, and a decrease in other current liabilities of $1315,~~343~~089.

Investing Activities

There were no investing activities during the ~~three~~six months ended ~~March~~June 3130, 2024, or 2023.

Financing Activities

Financing activities during the ~~three~~six months ended ~~March~~June 3130, 2024, consisted of $85,000 of proceeds from the issuance of stock and $72157,~~816~~023 in proceeds from short-term debt.

Financing activities during the ~~three~~six months ended ~~March~~June 3130, 2023, consisted of $99,000 of proceeds from the issuance of stock and $8097,~~000~~610 in proceeds from short-term debt.

Critical Accounting Policies and Estimates

Refer to Note 2, “Summary of Significant Accounting ~~Polices~~Policies,” 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 ~~March~~June 3130, 2024, 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 six months ended ~~March~~June 3130, 2024, 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: August 1, 2024	By:	/s/ Michael Pollastro
Date: September 18, 2024	By:	/s/ Michael Pollastro
		Michael Pollastro
		Chairman and President
		(Principal Executive Officer)

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Filing Compare · Global Warming Solutions, Inc.