Document/ExhibitDescriptionPagesSize 1: 10-12G/A Global Warming Solutions, Inc. 10-12G/A HTML 221K
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1200 Smith Street, Suite 1600 Houston, Texas77002-4403 (Address of principal executive offices)
Registrant’s telephone number, including area code: (713) 353-4676
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Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Act:
Title of each class
to be so registered
Name of each exchange on which
each class is to be registered
We are filing this General Form for Registration of Securities on Form 10 to register our common
stock, par value $.001, pursuant to Section 12(g) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).
Once we have completed this registration, we will be subject to the requirements of Regulation 13A
under the Exchange Act, which will require us to file annual reports on Form 10-K, quarterly
reports on Form 10-Q, and current reports on Form 8-K, and we will be required to comply with all
other obligations of the Exchange Act applicable to issuers filing registration statements pursuant
to Section 12(g).
Unless
otherwise noted, references in this registration statement to “GWSO,” the “Company,”“we,”“our” or “us” means Global Warming Solutions, Inc. an Oklahoma corporation. Our principal place of
business is located at 1200 Smith Street, Suite 1600, Houston, Texas77002-4403. Our telephone
number is (713) 353-4676.
FORWARD LOOKING STATEMENTS
There are statements in this registration statement that are not historical facts. These
“forward-looking statements” can be identified by use of terminology such as “believe,”“hope,”“may,”“anticipate,”“should,”“intend,”“plan,”“will,”“expect,”“estimate,”“project,”“positioned,”“strategy” and similar expressions. You should be aware that these forward-looking
statements are subject to risks and uncertainties that are beyond our control. For a discussion of
these risks, you should read this entire Registration Statement carefully, especially the risks
discussed under “Risk Factors.” Although management believes that the assumptions underlying the
forward looking statements included in this Registration Statement are reasonable, they do not
guarantee our future performance, and actual results could differ from those contemplated by these
forward looking statements. The assumptions used for purposes of the forward-looking statements
specified in the following information represent estimates of future events and are subject to
uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As
a result, the identification and interpretation of data and other information and their use in
developing and selecting assumptions from and among reasonable alternatives require the exercise of
judgment. To the extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed on the
achievability of those forward-looking statements. In the light of these risks and uncertainties,
there can be no assurance that the results and events contemplated by the forward-looking
statements contained in this Registration Statement will in fact transpire. You are cautioned not
to place undue reliance on these forward-looking statements, which speak only as of their dates. We
do not undertake any obligation to update or revise any forward-looking statements.
Global Warming Solutions, Inc. is an Oklahoma corporation headquartered in
Houston, Texas that develops and commercializes technologies that help mitigate Global Warming and
its effect on our planet.
The Company, a development stage company, was incorporated on March 30, 1999 as Southern
Investments, Inc. and has not been in bankruptcy, receivership or any similar proceeding. On April15, 2007, Southern Investments, Inc. (our predecessor company) acquired all of the issued and
outstanding stock of Global Warming Technologies, Inc., a Nevada 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 July 10, 2007, the Company completed a previously negotiated
acquisition by GWTI of the patented GEM Hybrid Engine prototype and technology rights from
TecTransfer, Inc. for cash consideration of $75,000 and 218,500 restricted shares of the Company’s
Common Stock.
On August 3, 2006 our predecessor Company, Southern Investments, Inc., entered into a
convertible debenture with an investor for the amount of 220,000 USD. The debenture was due on
July 15, 2010 with interest payments of LIBOR + 12% per annum. In addition, the debenture
instrument would allow the holder of the debenture to convert his/her debt into the Company’s
shares of common stock at a conversion price of .04 USD per share. During the course of the year
the Company did not make any interest payments on the debenture. On August 3, 2007 we were
notified by our debenture holders that they wished to convert their debt into the Company’s common
shares of stock. Accordingly, the Company’s common shares were issued, the debt extinguished and
the convertible debenture satisfied in full.
Global Warming Solutions, Inc. targets three areas that help reduce the
extent of Global Warming and fight issues that have risen in consequence: Clean Energy, Carbon
Control, and Water Purification. Current climate models predict that global temperatures will rise
sharply over the next century. The increase in temperatures can be slowed or eliminated by
decreasing the amounts of greenhouse gases released into the Earth’s atmosphere. Global Warming
Solutions, Inc. seeks to balance and utilize its experience and management to help make a difference in the
fight for climate control.
On November 7, 2007the Company announced the successful development of a new and more
efficient solar energy conversion technology that management feels will increase efficiency 11-15%,
lower costs and can be easily integrated into existing solar panel manufacturing technologies.
In January of 2008 the Company announced further advances in the development of its LETG
technology. The LETG (Light Electric Thermal Generator) is a hybrid solar and thermal energy
generation technology that works by heating up liquids that circulate on the surface of its solar
panels to generate electricity 24 hours a day. Now the Company is pleased to announce that it has
shifted to dual-sided panels that are applied with the laminate and efficiency has further
increased by 38-56% on average.
As of the date of this filing, the common stock of Global Warming Solutions, Inc. is listed on
the Pink Sheets Electronic OTC Markets under the Trading Symbol “GWSO.” Said stock is listed in
the Disclosure Category “Current Information.”
We are a technology licensing company who intends to license our technology to retailers,
manufacturers, supermarkets, etc. who strive to enable others to reduce the extent of Global
Warming by decreasing the amounts of greenhouse gases released into
the Earth’s atmosphere.
The Company intends to require, wherever its patents apply, reasonably appropriate annual
royalty guarantees and advances from those parties entering into these licensing agreements, given
the value added by its intellectual property.
PRINCIPAL PRODUCTS
The Company’s innovations cover a wide spectrum of solutions that address both the causes and
effects of global warming:
•
LETG Solar Energetic System
•
This system captures and stores sunlight using a hybrid module design,
making year-round production of thermal and electric energy feasible. Its
spectral-selective thermal liquid circulates on the reception surface of a
photoelectric circuit, increasing the quantity and altering the quality of incident
solar radiation spectral distribution, while utilizing thermal energy recovery with
minimal loss. Accordingly, the LETG Solar Energetic System has the potential of
increasing electric power by 250% and thermal output by 170%.
•
LETG modules are effective in any geographic or climatic zone and can be
used in residential or industrial buildings.
•
Global Warming Solutions, Inc. intends to one day supply the LETG
technology to building power plants that will connect to existing electricity grids
and produce cheap and renewable energy.
•
GEM Hybrid Energy System
•
This system utilizes a rotary design that reduces friction and eliminates
inefficient engine component movements. While conventional piston engines involve
separate intake and exhaust cycles, the GEM’s rotary design involves continuous
cycling with one state naturally segueing into the next. Moreover, compared to
conventional combustion engines, the GEM weighs less, releases less vibration, with
decreased emissions and lower RPM, resulting in an engine with higher reliability
and better fuel efficiency. Accordingly, the patented GEM (Generator/Engine/Motor)
increases engine efficiency by up to 16 times.
•
A highly efficient, low-emissions engine has the potential to spark
dramatic changes in transportation, heavy industry and many other huge sectors of
the world economy. It could revolutionize automobile design, leading to cars with
fuel efficiency of 100 miles per gallon or more. It has multiple applications for
small engine uses — from lawnmowers to powerboats to snowmobiles. This efficient
design is also of interest to military logisticians.
•
PureRay Water Purification System
•
This system involves valuable and cost effective technology that purifies
water and other consumable liquids while maintaining their healthy attributes. It
employs a mild process that retains higher levels of natural nutrients.
PureRay uses
near-infrared light, a non-ionizing radiation that is capable of penetrating plant
and animal tissue without harming it. Moreover, it kills spoilage by attacking the
pathogenic micro-organisms, such as bacteria, e-coli, lysteria, salmonella, bacillus,
fungi aspergillum (mold), penicillin, and yeast. In addition, PureRay may be used on
produce products to improve resistance to bacterial and fungi diseases, such as
suppression of blue mold growth.
•
PureRay zip-up boxes for household application.
OUR PRINCIPAL COMPETITIVE STRENGTHS
We believe that we have the following principal competitive strengths, which positions us to
further grow and become a dominant player in our industry, to-wit:
•
The LETG Solar Energetic System is able to significantly increase efficiency while
simultaneously reducing cost. LETG modules are effective in any geographic or climate zone
and can be used in residential and industrial buildings.
•
The GEM Hybrid Energy System is a revolutionary engine design with limitless
applications that increases engine efficiency by up to 16 times, thereby dramatically
reducing greenhouse gas emissions. Combine all this with its lighter weight and simple
design and we have the solution to many of the fossil fuel dependency problems.
•
The PureRay Water Purification System is an exceptionally effective, low-cost technology
that purifies water and other consumable liquids while maintaining their healthful
qualities. Compared to current methods of thermal heat pasteurization, the PureRay process
delivers healthier, more nutritious beverages at a substantially lower cost.
Simply stated, there are virtually no alternative products available on the market today. We
intend to generate revenues primarily by charging licensing fees to those who are utilizing our
patented technologies. As part of our strategy, we are focusing our efforts on specific
technologies which we believe carry an intrinsic value in the long term.
OUR GROWTH STRATEGIES
•
Once we begin receiving royalties, we expect the revenues realized from such royalties
to permit us to be self-funding.
•
We intend to require, wherever our patents apply, reasonable royalties in exchange for
licensing our intellectual property.
DISTRIBUTION METHODS
The Company’s management is experienced in developing technologies and bringing them to
market. On an academic level, Dr. Vasilenko, our CEO, was an assistant to Nobel Prize Winner
Alexander Prokhorov. The Company has the ability to market and sell licensing opportunities for
its patented technologies.
•
LETG Solar Energetic System
•
Method One: The LETG Solar Energetic System can be utilized as a
solar photovoltaic film that may be applied on windows of dwellings to conduct solar
energy.
•
Method Two: The LETG Solar Energetic System may be utilized to
build LETG based
power plants. These power plants have the potential to revolutionize the energy
industry by drawing power from the sun and connecting to existing electricity grids.
•
GEM Hybrid Energy System
•
Method One: We shall conduct further testing of the GEM Hybrid
Engine, while seeking out a joint venture partner with a reputable motor
company that will co-develop a vehicle utilizing the GEM Hybrid Engine.
•
Method Two: We shall license the technology to motor companies,
such as car, Jet Ski, ATV, and lawnmower manufacturers.
•
PureRay Water Purification System
•
Method One: PureRay may be implemented for household application
for the reduction of risk of water contamination with e-coli and other
microorganisms.
•
Method Two: PureRay may be utilized to treat organic waste in
wastewater treatment plants.
INDUSTRY OVERVIEW
The market for global warming solutions is highly competitive and rapidly evolving, resulting in a
dynamic competitive environment with several dominant national and multi-national leaders. The
Company will have to compete with established corporations that have substantially greater
financial, marketing, technical and human resource capabilities. Such competition may be able to
undertake more extensive marketing campaigns, adopt more aggressive distribution policies and make
more attractive offers to potential clients. The Company expects competition to persist and
intensify in the future.
However, the increasing demand for money-making ideas created by the warming of our planet is
underscored by the growing number of advisers to big institutional investors, and high net-worth
types who are recommending new climate change offerings. 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. That is why so many renewables such as solar and wind show up in the new and
ever-growing climate-change funds and indices.
PRODUCT DEVELOPMENT
•
LETG Solar Energetic System
•
The LETG technology is currently under development by Dr. Alexander
Kornaraki for Global Warming Solutions, Inc. Currently, the Company is focused
solely on bringing to market this technology and has not yet begun to implement
distribution methods for this technology. However, there exists a prototype and it
has performed exceptionally well. We believe that in the first quarter of 2008 the
LETG will be closer to commercialization at which point we will determine the
appropriate distribution avenues.
•
GEM Hybrid Engine System
•
The GEM Hybrid Engine was acquired on July 10, 2007 from
TecTransfer, Inc.
•
PureRay Water Purification System
•
The PureRay technology is currently under development.
The industries we have targeted are young and competitive. The companies in the field are backed
by experienced and professional venture capitalists and private equity funds. As part of our
strategy we have focused our efforts on specific technologies which we believe carry an intrinsic
value in the long term. Further, we believe that the solutions we are developing or have acquired
will experience increased demand as climate conditions worsen. Our success in marketing and
distributing our products will rely on our management’s ability to stay competitive and retain a
level of quality in our technologies that will be superior to any
developed by competitors.
Our management team is experienced in developing technologies and bringing them to market. Global
Warming Solutions, Inc. feels it is well positioned to successfully develop technologies and
prepare them for commercialization, and in doing so, must continue to improve the efficiency of
their products and technologies and management’s ability to identify market demand.
GEM Hybrid Engine — outright license to sell, distribute, and
market the engine on a global scale
EMPLOYEES The Company has 4 full-time employees and 5 part-time employees in its lab in Ukraine.
•
Illarion Sergeev, 18 Dubinina St., Odessa, Ukraine. A description of employee’s duties
includes management of Hybrid Thermo-Photovoltaic Cells and the development and manufacture of
industrial goods based on solar radiation conversion. The term of employment shall be one
(1) year, commencing on January 9, 2007 and terminating
on September 1, 2008. Global Warming
Solutions, Inc. shall pay Mr. Sergeev 500 USD monthly.
•
Val Labariev, 24 Grechko St., Apt. 33, Kiev, Ukraine. A description of employee’s
duties includes management of Hybrid Thermo-Photovoltaic Cells and the development and manufacture
of industrial goods based on solar radiation conversion. The term of employment shall be
one (1) year, commencing on January 9, 2007 and terminating on September 1, 2008. Global
Warming Solutions, Inc. shall pay Ms. Labariev 1500 USD monthly.
•
Mykhaijlo Furda, 81 Kanatnaja St., Apt. 144, Odessa, Ukraine. A description of
employee’s duties includes management of Hybrid Thermo-Photovoltaic Cells and the development and
manufacture of industrial goods based on solar radiation conversion. The term of
employment shall be one (1) year, commencing on January 9, 2007 and terminating
on September 1, 2008. Global Warming Solutions, Inc. shall pay Ms. Furda 500 USD monthly.
•
Victor Balyk, 56 Recordnaya St., Apt. 8A, Odessa, Ukraine. A description of employee’s
duties includes management of Hybrid Thermo-Photovoltaic Cells and the development and manufacture
of industrial goods based on solar radiation conversion. The term of employment shall be
one (1) year, commencing on January 9, 2007 and terminating on September 1, 2008. Global
Warming Solutions, Inc. shall pay Mr. Balyk 700 USD monthly.
•
Elena Bagirova, 23b Shevchenko Ave., Apt. 22, Odessa, Ukraine. A description of
employee’s duties includes management of Hybrid Thermo-Photovoltaic Cells and the development and
manufacture of industrial goods based on solar radiation conversion. The term of
employment shall be one (1) year, commencing on January 9, 2007 and terminating on
September 1, 2008. Global Warming Solutions, Inc. shall pay Ms. Bagirova 1500 USD monthly.
We have three executive officers, Dr. Vladimir Vasilenko, President, CEO and Director, Dr. Dmitry
Kosynkin, Secretary, Chief Technology Officer, and Dr. Alexander Kornaraki, COO.
REGULATORY MANDATES
No industry specific governmental approvals are needed for the operation of our business.
REPORTS TO SECURITY HOLDERS
We will make available free of charge any of our filings as soon as reasonably practicable
after we electronically file these materials with, or otherwise
furnish them to, the Securities and Exchange Commission (“SEC”). We are not including the information contained in our website as
part of, or incorporating it by reference into, this report on Form 10.
As a result of its filing of this Form 10, the Company expects to become subject to the
reporting obligations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
These obligations include filing an annual report under cover of Form 10-K, with audited financial
statements, unaudited quarterly reports on Form 10-Q and the requisite proxy statements with regard
to annual shareholder meetings. The public may read and copy any materials the Company files with
the Securities and Exchange Commission (the “Commission”) at the Commission’s Public Reference Room
at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of
the Public Reference Room by calling the Commission at 1-800-SEC-0030. The Commission maintains an
Internet site (http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the Commission.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion and analysis should be read in conjunction with “Selected Financial
Data” and our financial statements and related notes thereto included elsewhere in this
registration statement. Portions of this document that are not statements of historical or current
fact are forward-looking statements that involve risk and uncertainties, such as statements of our
plans, objectives, expectations and intentions. The cautionary statements made in this registration
statement should be read as applying to all related forward-looking statements wherever they appear
in this registration statement. From time to time, we may publish forward-looking statements
relative to such matters as anticipated financial performance, business prospects, technological
developments and similar matters. The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements. All statements other than statements of historical fact
included in this section or elsewhere in this report are, or may be deemed to be, forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Important factors that could cause actual results to differ
materially from those discussed in such forward-looking statements include, but are not limited to,
the following: changes in the economy or in specific customer industry sectors; changes in customer
procurement policies and practices; changes in product manufacturer sales policies and practices;
the availability of product and labor; changes in operating expenses; the effect of price increases
or decreases; the variability and timing of business opportunities including acquisitions,
alliances, customer agreements and supplier authorizations; our ability to realize the anticipated
benefits of acquisitions and other business strategies; the incurrence of debt and contingent
liabilities in connection with acquisitions; changes in accounting policies and practices; the
effect of organizational changes within the Company; the emergence of new competitors, including
firms with greater financial resources than ours; adverse state and federal regulation and
legislation; and the occurrence of extraordinary events, including natural events and acts of God,
fires, floods and accidents.
We were incorporated in Oklahoma in March of 1999 as Global Warming Solutions, Inc. Global Warming
Solutions, Inc. is dedicated to developing, acquiring, and commercializing technologies that will
help mitigate the effects of global warming. Since acquisition of Global Warming Technologies,
Inc. we have acquired the GEM Hybrid Engine from TecTransfer, Inc. and initiated the next stage of
development for the LETG Solar Energetic System. In addition, Dr. Vladimir Vasilenko has been
preparing the PureRay Water Purification Technology for its final testing stages, with the
expectation it will be ready for commercialization in 2008.
PureRay Water Purification Technology
On October 30, 2007 a co-operation agreement was signed between Global Warming Solutions, Inc. and
the Indian company- Eureka Forbes Limited (EFL). EFL is engaged in manufacturing and marketing
water purifiers and other related water purification products. Eureka Forbes Limited is Asia’s
largest direct sales organization – its 6,000 strong direct sales force touches 1.50 million
Indian homes, adding 1,500 customers daily (http://www.eurekaforbes.com). EFL and Global Warming
Solutions, Inc. have agreed to collaborate for the purpose of accelerating the development of the
ecologically friendly Infrared technology and those certain products designed for the purification
of water and milk. These development activities would be divided into 2 phases:
Phase 1: Technology development by Global Warming Solutions, Inc., analyzing test data,
development & testing of working prototypes. Secondary Research and data validation by EFL,
procurement of components by the Company, building of technical prototypes with testing and
fine tuning of these prototypes by the Company.
Phase 2: Building of preliminary and functional prototypes with testing and fine tuning,
validation and certification with field trials. Global Warming Solutions, Inc. will design
and develop a product which is commercially viable and can be delivered to various markets
by EFL.
The co-development agreement between EFL and Global Warming Solutions, Inc. became effective in
November of 2007, and will remain in full force and effect for a period of 36 months.
In March 2008, GWSO and Acuity Brands Lighting, Inc. entered into negotiations regarding the
development of PureRay lighting systems and the parties executed a formal agreement soon
thereafter.
With fiscal year 2007 net sales of approximately $2.0 billion, Acuity Brands Lighting (NYSE: AYI)
rightfully claimed its position as one of the world’s leading providers of lighting fixtures,
including brands such as Lithonia Lighting®, Holophane®, Peerless®, Mark Architectural Lighting™,
Hydrel®, American Electric Lighting®, Gotham®, Carandini®, SpecLight®, MetalOptics® and Antique
Street Lamps™. Headquartered in Atlanta, Georgia, Acuity
Brands employs approximately 7,000 associates and has operations located throughout North America,
Europe and Asia (www.acuitybrandslighting.com).
Furthermore, on March 26, 2008, Global Warming Solutions, Inc. announced the appointment of Italian
citizen Mr. Antonino Adamo to its Board of Directors. Mr. Adamo will serve as the European Sales
Manager of Global Warming Solutions, Inc.
Mr. Adamo possesses a wealth of varied senior management experience regarding the identification
and development of emerging technologies. He is currently the General Manager of an Italian company
(E.S.) located in Prato (near Florence). The E.S. Company specializes in promoting and developing
renewable energy sources throughout Italy. The company manages and coordinates all phases of a
Photovoltaic energy project situated in Europe and is responsible for providing various types of
accompanying services.
Mr. Adamo was appointed joint head of the GWSO team after he became a shareholder of Global Warming
Solutions, Inc. Mr. Adamo will be responsible for all business operations and sales efforts in the
countries of the European Union. The Italian website for the company is
(http://www.gwso-italy.com); French, German and Spanish versions of the official website of GWSO
will be published soon.
As the European Sales Manager, Mr. Adamo will be responsible for identifying new business partners
and customers for LETG, PureRay Water Purification and the Shelf Life Technology in Italy and other
countries of the European Union. Currently, he is styling presentations embracing GWSO technologies
in Italian and other European languages. GWSO’s business is reinforced and expanded by the
dedicated support of its European Sales Manager.
The following plan of action has been prepared in concert with the European Sales Manager:
1. Find one or more companies which already produce LED lights as close as possible
to the PureRay design (Red/NIR+Blue or White lights as an option). Alternately, it
could be a company who has the capability of building the systems in accordance with
a customer’s need;
2. Obtain all necessary data on safety regulations for both commercial and household
lights. The proposed manufacturing company must provide us with this data;
3. Present the PureRay SLF technology to representatives of a large grocery or food
retailer who could then share their specific needs;
4. Bring the information from the fact-finding presentation to the company/companies
identified in Task 1, and buy several lighting systems from them (or have them
construct several testing prototypes for GWSO);
5. Assemble the PureRay system at GWSO and make the testing prototypes for the
grocery or food retailer;
6. Deliver and install the PureRay light system at the grocery or food retailer; and
7. Collect the necessary marketing data in order to make an informed decision
regarding the marketing value of PureRay SLT technology.
This type of product is not currently available on the market; therefore, it is unique and may be
suitable for all power supply markets. The special feature of this product is the possibility of
generating contemporaneous production of heat and electric power. The market segment for this
product will depend upon an area with wide geographical dispersion where the efficiency of the work
does not depend on climatic conditions.
The hybrid module was produced at the price of 900 USD (costs of research excluded). During this
time, the cost of the received electrical power was 5.50 USD per Watt and the cost of the heat
power was 0.07 USD per Watt.
If the contemporary growth rate of solar energy systems production is maintained, the total area of
installed solar collectors through the year 2010 may total 80 million. Technological innovations
applied in the LETG module protect photovoltaic cells from the influence of the harmful short-wave
component of solar radiation, prolonging the service life as compared to usual photoelectric
modules. Additional anti-glare surface requirements (a component of anti-terrorist programs) of
European and North American markets are also fulfilled. The quantity of the modules on the market
is unlimited due to the absence of its saturation. Market assortment will be determined by the
demands of consumers.
The forecast of sales volume depends upon the consumer market, which we can determine during the
stages of development and transition to full production capacity. We estimate that a planning
period of two years is sufficient to generate and make available the necessary funds. Accordingly,
the forecast of the availability of incoming funds and their amount consistently surpasses cash
payments without the involvement of external funding sources. Pursuant to our estimations,
profitability of the enterprise can be achieved by the second year of its operation. The latter
projection pre-supposes the sale of no less than 3,000 units.
A manufactured LEGH may be sold at a lower price than the total combined value of electrical and
thermal analogs currently on the market. The market value of manufactured module analogs of the
electrical power system is 5.00-5.50 USD per Watt, and the price for a heat system of 0.40-0.45 USD
per Watt. The pricing of the offered hybrid model allows us to assure a price for electrical power
of 2.54-3.64 USD per Watt, and a price for heat power of 0.032-0.069 USD per Watt.
The hybrid module was produced at the price of 900 USD (costs of research excluded). During this
time, the cost of the received electrical power was 5.50 USD per Watt and the cost of the heat
power was 0.07 USD per Watt.
The production process will require renting industrial premises with a floor area appropriate for
the performance of highly technological operations. A monthly time schedule for the first year of
the enterprise is set forth below in Table One.
The Production process will be preceded by the creation of working drawings of three prototypes,
manufacturing of experimental-industrial models, testing, certification and patenting.
Simultaneously, the adjustment of the production cycle, recruitment and staff training will be
carried out.
Purchase of equipment will be in accordance with the calendar plan. In the development stage, only
equipment essential for production will be bought. During the stage of transition to full
production capacity, the equipment required for expansion of production through its automation will
be purchased.
Purchase of equipment in the development stage of production:
Table Two: Equipment Purchases
Equipment
Price (in USD)
Staging Tables (5-7 pieces)
2,500
Materials for Manual Soldering of Photovoltaic Cells
1,000
Milling machines for processing glass, plastics, and soft metals
24,000
Drying Chamber
2,500
Device for applying the light-converting coating to photovoltaic cells
5,000 - 7,000
Line for degreasing glass and plastics
5,000 - 10,000
Laminator for modules
80,000
Desk for measurement of photovoltaic cell parameters
2,000 - 3,000
Xenon solar simulator and module power meter
30,000
Transport facility for transportation of products and components
35,000 - 40,000
Estimated Total
200,000
Inasmuch as the enterprise must have a quality control system, the appropriate equipment should be
purchased. While entering the planned productive capacity, the estimated expenditures ratio (i.e.
costs/output) must be constant.
Local infrastructure, e.g. proximity to mainline railroads, commercial ports, energy and water
supplies will ensure the opportunity for normal production processes. The proposed
square footage will allow for repair work, and the presence of a parking lot, and has a place on
local surface roads.
Physical capital investment includes: charges for delivery (packing, customs, freight, insurance of
delivery), installation and warranty service, fine tuning, foreign currency conversion and advance
payment interests.
The production schedule and estimated output assumes limited output in the developing period and
gradual growth of productive capacity until the enterprise enters the estimated capacity. When
considering production factors, one must take into account:
Proportional Factors
o
Primary raw materials
o
Photovoltaic cells
o
Glass
o
Polycarbonate
o
Laminating film
o
Special colorants
o
Propylene glycol
o
Spirits and chemical agents
o
Electricity
o
Packaging materials
Commercially Associated Goods
o
Energy conserving selective film for window technologies and greenhouses
Disproportionate (constant) Production Factors
o
Staff wages
o
Insurance
o
Equipments maintenance labor costs
o
Mobile equipment
Power outages could limit production; therefore, it is prudent to create an emergency power-supply
system on the basis of LETG.
The forecast of sales volume depends upon the consumer market, which we can penetrate during the
stages of development and transitioning to full production capacity. It is estimated that a
planning period of two years is adequate to generate and make available the necessary funds.
Accordingly, the forecast of funds available for distribution must constantly surpasses cash
payments without the involvement of external funding sources. Pursuant to our estimations,
profitability of the enterprise can be achieved during the second year assuming the output is no
less than 3,000 units (see Table Three). One should note that advanced technology
production requires thorough refinement of production processes, especially in the methodology of
the application of light-converting covering. Therefore, we provided a considerable period of time
(12 months) for the manufacturing, testing, certification of industrial standards of the module,
and preproduction.
Preparation for expanded production and guarantee of order stock for the next year will be
established, decreasing the receipt of profits during the first year of development. The production
volume in the third year of enterprise functioning may be enlarged six or eightfold according to
the market requirements/demands.
A balance of expenses and income is necessary for the synchronization of accounts receivable and
expenses, thus showing the profitability of an enterprise. It allows us to determine the rate of
investments necessary to maintain liquidity during the initial period.
The balance of expenses and income of our enterprise during the first and second year is displayed
in Table Three. The balance of the first year of development is negative and comprises 300,000 USD,
whereas the positive balance is achieved in the second year of functioning and comprises 585,000
USD for one-sided modules (pessimistic variant), and 945,000 USD for two-sided ones (optimistic
variant).
Overall, during 2008, Global Warming Solutions, Inc. intends to:
Ø
Develop a marketing strategy for PureRay and GEM Hybrid Engine;
Ø
Finalize development of LETG Solar Energetic System;
Ø
Form a joint venture with a reputable motor company for the GEM Hybrid Engine;
Ø
Form a joint venture with a glass manufacturer for the LETG Solar Energetic System; and
Ø
Form a joint venture with a supermarket chain for the PureRay Technology.
PATENT TECHNOLOGY
Global Warming Solutions, Inc. owns patents for the GEM Hybrid Engine, LETG Solar Technology, and
PureRay Water Purification Technology.
RESULTS OF OPERATIONS
We are a development stage company and have generated no revenues from the anticipated royalty
income.
LIQUIDITY AND CAPITAL RESOURCES
The Company is continuing to inquire into new investments to provide for further research and
development capital and assisting further acquisitions over the next twelve months.
LIABILITIES
None
OFF-BALANCE SHEET ARRANGEMENTS
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
and would be considered material to investors.
Global Warming Solutions, Inc. operates in three locations:
1.
Corporate Executive Offices, Houston, Texas:
•
This office is used as an administrative office for the company which handles all
the secretarial and administrative duties of the company.
2.
PureRay Development Lab, Marintown, Ontario:
•
This lab is used for the development of PureRay and the testing of water levels,
and agricultural products with the PureRay technology. Dr. Vladimir Vasilenko
occupies this office on a full-time basis.
3.
LETG Development Lab, Odessa, Ukraine:
•
This lab is used for the development and testing of the LETG Solar Energetic
System. This lab is occupied by Dr. Alexander Kornaraki and his team of research
associates and student personnel.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.
The following table lists stock ownership of our Common Stock. The information includes beneficial
ownership by (i) holders of more than 1% of our Common Stock, (ii) each of three directors and
executive officers and (iii) all of our directors and executive officers as a group. Except as
noted below, to our knowledge, each person named in the table has sole voting and investment power
with respect to all shares of our Common Stock beneficially owned by
him.
Number
of Shares
Percentage
Name and Address of Owner
Title of Class
Owned (1)
of Class
Dr. Vladimir
Vasilenko 17891 McPhail Rd., RR#2, Martintown, ON K0C ISO Canada
Common Stock
52,500,000
85
%
Dr. Dmitry
Kosynkin 2250 Bering Dr., Apt. 54, Houston, TX77057
Common Stock
1,250,000
2
%
Dr. Alexander
Kornaraki 30 Marselskay St., #48, Odessa, 65086, Ukraine
Common Stock
1,250,000
2
%
(1)
Beneficial ownership is determined in accordance with the rules of the Securities and
Exchange Commission and generally includes voting or investment power with respect to securities.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
In December 2004, FASB issued SFAS No. 123R, “Share Based Payment.” SFAS No. 123R establishes the
accounting for grants of stock option and other transactions in which an entity exchanges its
equity instruments for goods or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value of the entity’s
equity instruments or that may be settled by the issuance of those equity instruments.
SFAS No. 123R (1) revises SFAS 123, “Accounting for Stock-Based Compensation,” (2) supersedes
Accounting Principles Bulletin (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,”
and (3) establishes fair value as the measurement objective for share-based payment transactions.
CHANGES IN CONTROL.
There are no arrangements which may result in a change in control.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Set forth below is information regarding the Company’s current directors and executive officers.
There are no family relationships between any of our directors or executive officers. The directors
are elected annually by stockholders. The executive officers serve at the pleasure of the Board of
Directors.
Dr. Vladimir Vasilenko was appointed President and Chief Executive Officer of Global Warming
Solutions, Inc. by the board of directors on April 15, 2007 and presently remains in this position.
Dr. Vasilenko is a global leader in the theory and application of infared/red light and its
positive effects on agriculture, food production and storage of perishable products.
He is the author of 28 publications and has presented papers at 9 symposia, conferences and shows
including the First World Conference on Organic Seed supported by FAO of the United Nations (Rome,
Italy, July 2004) and Canada Blooms (Toronto, March 2005). He has been awarded five grants in the
United Kingdom, France, USA, China, and Canada. Dr. Vasilenko is the author of several
formulations of products that have been specially created for sale through Wal-Mart Kmart USA and
Home Depot Canada.
Dr. Vasilenko received his Ph.D. in plant physiology and biochemistry at Lomonosov Moscow State
University in 1992. He was a Research Associate of Nobel Prize winner Alexander Prokhorov while
working at the General Physics Institute of Russian Academy of Science, Moscow, from 1990 to 1998.
From 1998 to 2002 he worked as a Research Associate in the Department of Environmental Biology at
the University of Guelph (Ontario, Canada). In 2002 to 2005 he worked as a Senior Scientist of
CERES Environmental Solution Industries, Inc. From 2005 to the present Dr. Vasilenko owns and
operates Vegeli Technology in Ontario, Canada.
Dr. Dmitry Kosynkin, Secretary and Chief Technology Officer
Dr. Kosynkin is one of the world’s foremost authorities on the structure of organic solids and the
surface chemistry of hybrid organic-inorganic materials. His highly
cited research has been published in the Journal of the American Chemical Society, Journal of Organic Chemistry and other
top-tier peer-reviewed journals.
Dr. Kosynkin’s education and experience enables him to actively work with a diverse group of
chemists, surface scientists, material scientists, solid state physicists and device engineers.
Dr. Kosynkin is an active entrepreneur managing a private international trading company with a
yearly revenue exceeding $1.5M over the last three years.
Dr. Kosynkin graduated summa cum laude from Lomonosov Moscow State University (M.S. in organic
chemistry, 1992). He completed his doctoral studies under the tutelage of renowned physical
organic chemist, Prof. Jay K. Kochi at the University of Houston (Ph.D. in organic chemistry,
1997). Dr. Kosynkin received his postdoctoral training at the laboratories of Prof. James M. Tour
(Rice University, Smalley Institute, 2000-2002.
From 2002 through 2006 Dr Kosynkin served as an Overseas Purchasing Manager for Autosecurity in
Moscow, Russia. He managed the purchasing, overland delivery, mechanical servicing and exportation
of luxury SUVs with an annual volume of $1.2-1.5 million. Moreover, he negotiated purchase,
delivery, service and international shipping contracts.
From 2005 through the end of 2006 Dr Kosynkin served as President of Rocky Point Resources LLC. in
Rocky Point, NY. He managed the purchasing and exportation of luxury SUVs, parts thereof and
oilfield equipment to Russia and Kazakhstan with an annual volume of $1.5-1.7 million. He also
negotiated purchasing and international shipping contracts in the US and overseas.
Beginning in 2007 to the present, Dr. Kosynkin serves as the Postdoctoral Research Associate at
Rice University in Houston, TX, while also currently serving as Chief Technology Officer of Global
Warming Solutions, Inc.
Dr. Alexander Kornaraki, Chief Operating Officer
Dr. Kornaraki obtained his experience in the field by working at a special institute in the former
USSR where he was the technical expert and spearheaded projects for the government. His projects
included a cooling system implementing solid-state lasers and an optical method of measuring high
concentrations of organic molecules in dairy products and mineral oil.
Dr. Kornaraki’s new project involves developing highly efficient photovoltaic cells used for solar
energy. His LETG project was patented in Ukraine as a “Solar PV-Thermal Device” and is focusing on
developing and marketing the LETG Technology under the umbrella of Global Warming Solutions, Inc.
Dr. Kornaraki graduated from Odessa State Academy (M.S. in thermal physics, 1970) and has won
multiple science prizes as an acclaimed inventor in the former USSR. From 1970 through 2002, Mr.
Kornaraki served in various special Institutes of the former USSR and Ukraine. He joined Global Warming
Solutions, Inc. in September 2007 and currently serves as Chief Operating Officer.
From 2002 through 2007, Mr. Kornaraki served as President and CEO for Solar Plex Company, involving
the engineering and development of solar and thermal systems. Being the inventor of major
techniques of the transformation of light, both into electricity and heat, Mr. Kornaraki has
patented principal parts of LETG (Light electric and thermal generator). Working hard on his
inventions, Mr. Kornaraki has built and tested a prototype of LETG for households.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There have been no material transactions or contracts not made in the ordinary course of business
that will be performed after this document is posted or that were entered into more than two years before
such posting.
ITEM 8. DESCRIPTION OF SECURITIES
GENERAL — DESCRIPTION OF CAPITAL STOCK
The Company has authorized a total of 100,000,000 shares, consisting of 100,000,000 shares of
Common Stock, par value $0.001 per share. As of September 6, 2007, the Company had 61,755,000
shares of Common Stock outstanding.
COMMON STOCK
Presently, the holders of our common stock are entitled to one vote for each share held of record
on all matters submitted to a vote of our shareholders, including the election of directors. Our
common shareholders do not have cumulative voting rights. Subject to preferences that may be
applicable to any outstanding series of our preferred stock which may be designated in the future,
holders of our common stock are entitled to receive ratably such dividends, if any, as may be
declared by our Board of Directors out of legally available funds. In the event of the liquidation,
dissolution, or winding up of the Company, the holders of our common stock will be entitled to
share ratably in the net assets legally available for distribution to our shareholders after the
payment of all our debts and other liabilities, subject to the prior rights of any series of our
preferred stock then outstanding, if any. The holders of our common stock have no preemptive or conversion
rights or other subscription rights and there are no redemption or sinking fund provisions
applicable to our common stock.
The issuance of additional shares to certain persons allied with our management could have the
effect of making it more difficult to remove our current management by diluting the stock ownership
or voting rights of persons seeking to cause such removal. In addition, an issuance of
additional shares by us could have an effect on the potential realizable value of a shareholder’s investment.
PREFERRED STOCK
No preferred shares issued and outstanding.
OPTIONS
No options granted.
DIVIDEND POLICY
The Company has not paid any dividends on its capital stock and does not expect to pay dividends
for the foreseeable future.
Stock Option Plan
No stock option plan established.
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Global
Warming Solutions, Inc. is a publicly traded company on the Pink Sheets electronic OTC markets under the trading
symbol “GWSO.”
The Company’s common stock has traded on the Pink Sheets of the National Quotation Bureau under the
symbol GWSO since September 6, 2007. The following table sets forth the high and low sale prices
for the Company’s common stock for the periods indicated. The prices below reflect inter-dealer
quotations, without retail mark-up, mark-down or commissions and may not represent actual
transactions.
Low
High
Quarter ended
price
price
Third Quarter, 2007
2.04
2.46
Fourth Quarter, 2007
0.35
2.67
First Quarter, 2008
0.61
1.24
Holders of Record
As of November 21, 2007, we had approximately 84 holders of record of our common stock. The
number of record holders was determined from the records of our transfer agent and does not include
beneficial owners of common stock whose shares are held in the names of various security brokers,
dealers, and registered clearing agencies.
ITEM 2. LEGAL PROCEEDINGS
The Company is not a party to any litigation and, to its knowledge, no action, suit or proceeding
has been threatened against the Company. There are no material proceedings to which any
director, officer or affiliate of the Company or security holder is a party adverse to the Company
or has a material interest adverse to the Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
We have not had any other changes in nor have we had any disagreements, whether or not
resolved, with our accountants on accounting and financial disclosures during our recent fiscal
year or any later interim period.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
None.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company’s bylaws provide that Global Warming Solutions, Inc. hereby indemnifies each
person (including the heirs, executors, administrators, or estate of such person) who is or
was a director or officer of the Company to the fullest extent permitted or authorized by
current or future legislation or judicial or administrative decision against all fines,
liabilities, costs and expenses, including attorney fees, arising out of his or her status
as a director, officer, agent, employee or representative. The foregoing right of
indemnification shall not be exclusive of other rights to which those seeking an
indemnification may be entitled. The Company may maintain insurance, at its expense, to
protect itself and all officers and directors against fines, liabilities, costs and
expenses, whether or not the Company would have the legal power to indemnify them directly
against such liability.
Costs, charges, and expenses (including attorney fees) incurred by a person referred to
above in defending a civil or criminal proceeding shall be paid by the Company in advance
of the final disposition thereof upon receipt of an undertaking to repay all amounts
advanced if it is ultimately determined that the person is not entitled to be indemnified
by the Company as authorized and upon satisfaction of other conditions required by current
or future legislation.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of our company pursuant to the foregoing provisions,
or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable.
In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized on May 14, 2008.
Pursuant to the requirements of the Securities Exchange Act of 1934, this registration
statement has been signed by the following persons in the capacities
indicated on May 14, 2008.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Global Warming Solutions, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Global Warming Solutions, Inc. (A Development
Stage Company) as of December 31, 2007, and the related statements of operations, stockholders’
equity and cash flows for the years ended December 31, 2007 and December 31, 2006, and from
inception on March 1, 1999 through December 31, 2007. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of Global Warming Solutions, Inc. (A Development Stage Company) as
of December 31, 2007, and the related statements of operations, stockholders’ equity and cash flows
for the years ended December 31, 2007 and December 31, 2006, and from inception on March 1, 1999
through December 31, 2007, in conformity with accounting principles generally accepted in the
United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as
a going concern. As discussed in Note 3 to the financial statements, the Company has incurred net
losses from inception through December 31, 2007 of $348,439, which raises substantial doubt about
its ability to continue as a going concern. Management’s plans concerning these matters are also
described in Note 3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Global Warming Solutions, Inc. Notes to
Financials Statements (Unaudited)
1.
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Global Warming Solutions, Inc. (“the Company”) (formerly Southern Investments Inc.) is a
development stage company incorporated in the State of Oklahoma in March 1999. The Company has had
minimal operations since its inception. The Company’s main activities have been organizational,
directed at acquiring its principal assets, raising its initial capital and developing its
business plan. The Company’s intended business is to develop and commercialize technologies that
help mitigate Global Warming and its effect on our planet. The Company targets three areas that
help reduce the extent of Global Warming and fight issues that have arisen in consequence: Clean
Energy, Carbon Control and Water Purification, Current climate models predict that global
temperatures will rise sharply over the next century. The increase in temperatures can be slowed
or eliminated by decreasing the mounts of greenhouse gases released into the Earth’s atmosphere.
Global Warming Solutions, Inc. seeks to leverage its experience and management to help make a
difference in the fight for climate control.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents
The Company considers all highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimate4s. In accordance with FASB 16 all adjustments are normal
and recurring.
Income Taxes
Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109
(SFAS 109), Accounting for Income Taxes. A deferred tax asset or liability is recorded for all
temporary differences between financial and tax reporting and net operating loss carry forwards.
Deferred tax expense (benefit) results from the net change during the year of deferred tax assets
and liabilities.
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 be not realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates
on the date of enactment.
The Company accounts for the issuance of equity instruments to acquire goods and services based on
the fair value of the goods and services or the fair value of the equity instrument at the time of
issuance, whichever is more reliably measurable
Stock-based Compensation
In December 20O4, FASB issued SFAS No. 123R, “Share Based Payment.” SFAS No 123R establishes the
accounting for grants of stock options and other transactions in which an entity exchanges its
equity instruments for goods or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value of the entity’s
equity instruments or that may be settled by the issuance of those equity instruments, SFAS No.
123R (1) revises SFAS No. 123, “Accounting for Stock-Based Compensation,” (2) supersedes
Accounting Principles Bulletin (“APB”) Opinion No, 25, “Accounting for Stock Issued to Employees,”
and (3) establishes fair value as the measurement objective for share-based payment transactions
Basic and diluted net loss per Share
Net loss per share is calculated in accordance with the Statement of Financial Accounting
Standards No. 128 (SFAS No 128), “Earnings Per Share,” Basic net loss per share is based upon the
weighted average number of common shares outstanding. Diluted net loss per share is based on the
assumption that all dilutive convertible shares and stock options were converted or exercised.
Dilution is computed by applying the treasury stock method. Under this method, options and
warrants are assumed to be exercised at the beginning of the period (or at the time of issuance,
if later) and as funds obtained thereby were used to purchase common stock at the average market
price during the period.
3.
GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in the normal course of
business. The Company has incurred net losses from inception to September 30,2007 of S (319,302)....
Losses are expected to continue for the immediate future. In addition, the Company’s cash flow
requirements have been met by the generation of capital through private placements of the
Company’s common stock and loans. Assurance cannot be given that this source of financing will
continue to be available to the Company and demand for the Company’s equity instruments will be
sufficient to meet its capital needs. However; the company is in process of following through with
its business plan with sufficient capital at present to meet its business plan.
The financial statements do not include any adjustments relating to the recoverability and
classification of liabilities that might be necessary should the Company be unable to continue as
a going concern. The Company’s continuation as a going concern is dependent upon its ability to
generate sufficient cash flow to meet it’s obligations on a timely basis, to retain its current
financing, to obtain additional financing, and ultimately to generate revenues.
In August 2006, the predecessor company, Southern Investments Inc., entered into a convertible
debenture with an investor in the amount of USD$220,0O0. The debenture was due on July 15, 2010
with interest payments of LIBOR + 12% per annum. In addition, the debenture instrument would allow
the holder of the debenture to convert their debt into Common Shares of GWSO at conversion price
of S0,04/per share. During the course of the year, GWSO did not make any interest payments on the
debenture. On August 3, 2007 GWSO was notified by the debenture holder that they wished to convert
their debt to Common Shares. This was done and created an issuance of 5,500,000 shares in Common
Stock to the former debenture holder.
5.
INCOME TAXES
No provision was made for Federal income tax. The provision for income taxes consists of the state
minimum tax imposed on corporations. Through Sep 30, 2007, the Company incurred net operating
losses for income tax purposes of approximately $(319, 302).
6.
SHAREHOLDERS’ EQUITY
Effective March 1999, 1,740,000 shares outstanding against the predecessor company, Southern
Investments, Inc
August 2, 2006 7,000,000 shares were issued to John Leo for $7,000 consulting services rendered.
August 3, 2006, Alex Gondeyev acquired 7,000,000 shares from John Leo for a price of
S220,000.
August 3, 2006, Southern Investments Inc. entered into a convertible note with an investor for
5220,000.
April 15, 2007, Southern Investments acquires Global Warming Technologies, Inc. for
55,000,000 shares. Pursuant to the agreement, on May 22, 2007, the shares issued go though a 1:10
reverse split and the company’s name is changed to Global Warming Solutions, Inc...The 55,000,000
shares are issued to the new owners, pro-rata: Dr, Vladimir Vasilenko = 52,250,000 shares; Dr,
Dmitry Kosynkin= 1,250,000 shares; Dr. Alexander Kornaraki= 1,250,000 shares.
July 6, 2007 Company sells 37,500 restricted shares of common stock for cash in the amount of SUSD
75,000, or $2/share.
July 10, 2007, Company acquires GEM Hybrid Engine for $75,000 cash and 218,500 shares of
restricted common stock..
July, 30, 2007 REG S Offering, Company sells 125,000 restricted shares of common stock for
USD$250,000, or S2/share. As of Aug 31, 2007 a subscription receivable is held in equity as the
investor did not pay the last $5,000 of the share price until the first week of Sept.
August 3, 2007, the debenture holders opt to convert their debenture into common shares. The
5220,000 debenture is converted at $0.04/share to 5,500,000 shares.