UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

AMENDMENT NO. 1

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act Of 1934

GLOBAL WARMING SOLUTIONS, INC.

(Name of Registrant as specified in its charter)

Oklahoma
(State or other jurisdiction of
incorporation or jurisdiction) 73-1561189
(I.R.S. Employer
Identification Number)

1200 Smith Street, Suite 1600
Houston, Texas 77002-4403
(Address of principal executive offices)

Registrant’s telephone number, including area code: (713) 353-4676

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ
	(Do not check if a smaller reporting company)

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
Common stock, par value $.0001	Over-the-Counter/Pink Sheets

TABLE OF CONTENTS

PART I	2
ITEM 1. BUSINESS	2
BUSINESS DEVELOPMENT	2
PRINCIPAL PRODUCTS	3
INDUSTRY OVERVIEW	5
PRODUCT DEVELOPMENT	5
PRODUCT SOURCES	6
PATENTS, TRADEMARKS, LICENSES, FRANCHISES, ROYALTY AGREEMENTS	6
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	8
Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Liabilities	8
OFF-BALANCE SHEET ARRANGEMENTS	14
ITEM 3. PROPERTIES	15
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS	15
CHANGES IN CONTROL	15
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	16
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	18
ITEM 8. DESCRIPTION OF SECURITIES	18
PART II	19
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	19
ITEM 2. LEGAL PROCEEDINGS	19
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES	20
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES	20
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS	20
PART F/S	20
ITEMS 1 AND 2. INDEX TO EXHIBITS AND DESCRIPTION OF EXHIBITS	20
EX-1
EX-2
EX-3
EX-4

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EXPLANATORY NOTE

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, Texas 77002-4403. 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.

PART I

ITEM 1. BUSINESS

BUSINESS DEVELOPMENT

          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 April 15, 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, 2007 the 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.

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          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.

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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

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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.

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COMPETITION

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.

PRODUCT SOURCES

• LETG Solar Energetic System

• Solar Wind LLC — solar cells and solar modules

• GEM Hybrid Engine System

• N/A

• PureRay Water Purification System

• Elite Ltd. — measurement devices (ampermeters, voltmeters, wattmeters)

• Cross Organics Ltd. — luminophores

PATENTS, TRADEMARKS, LICENSES, FRANCHISES, ROYALTY AGREEMENTS

Patents

          Global Warming Solutions, Inc. owns the following patents:

1. GEM Hybrid Engine — U.S. Patent #6,148,755

a. Provisional Patent application # is 61023408, which was filed on 01/24/2008

2.	LETG Solar Technology — Ukraine Patent #51573A
3.	PureRay Water Purification Technology and PureRay-Sonic Shelf Life Technology — INTL Patent: WO2004100684 and new Patent application US 61012336

Trademarks

          None at this time.

Licenses and Royalties

          Global Warming Solutions, Inc. owns the following license:

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1. 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.

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          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.

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OVERVIEW

PLAN OF OPERATIONS

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

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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.

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LETG Solar Energetic System

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.

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Table One: A Timeline Projection for Tasks Involved With the Operation

MONTH

TASK

1

2

3

4

5

6

7

8

9

10

11

12

Situational analysis

X

Project evaluation

X

Projecting, manufacturing and testing of a production piece

X

X

X

X

X

X

X

X

Signing of the investment contract

X

Signing of the tenancy agreement

X

Signing of the work contract

X

Equipment bargaining

X

X

Components bargaining

X

X

X

X

Certification of the product

X

X

Equipment purchasing

X

X

X

Equipment Installation

X

Initial promotion on the market

X

X

X

X

X

X

Recruitment

X

X

Personnel training

X

X

X

X

First phase of production; 10% from planned

X

X

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.

12

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.

13

Table Three: Constituents of Expenses and Income

	First Year				Second Year
	One-Sided		Two-Sided		One-Sided		Two-Sided
	Modules		Modules		Modules		Modules
Component Costs		20,000		25,000		1,800,000		1,950,000
Purchase of Equipment		200,000		200,000		X		X
Rent of Space and Municipal Services		12,000		12,000		15,000		15,000
Wages		60,000		60,000		120,000		120,000
Taxes (15%)		4,500		5,400		450,000		540,000
Certification and Patenting		10,000		10,000		X		X
Advertising and Marketing		20,000		20,000		30,000		30,000
Total		326,500		332,400		2,415,000		2,655,000
Value of Sales		30,000		36,000		3,000,000		3,600,000
Sales Income		-296,500		-296,400		+585,000		+945,000

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.

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ITEM 3. PROPERTIES

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, TX 77057	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.

15

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.

Name	Age		Title
Dr. Vladimir Vasilenko		44	President, Chief Executive Officer, Director
Dr. Dmitry Kosynkin		40	Secretary, Chief Technology Officer
Dr. Alexander Kornaraki		60	Chief Operating Officer

Dr. Vladimir Vasilenko, President, Chief Executive Officer, and Director

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.

16

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.

17

AUDIT COMMITTEE FINANCIAL EXPERT

Global Warming Solutions, Inc. does not have an audit committee or a compensation committee.

The Company has retained Moore & Associates, Chartered, a PCAOB Registered Auditing Firm, 2675 S. Jones Blvd., Suite 109, Las Vegas, Nevada 89146 to act as their auditors and conduct an audit of their financial statements on December 31, 2007.

ITEM 6. EXECUTIVE COMPENSATION.

December 31, 2007 SUMMARY COMPENSATION TABLE

Change in

Pension

Value and

Nonqualified

Non-Equity

Deferred

Stock

Option

Incentive Plan

Compensation

All Other

Awards

Awards

Compensation

Earnings

Compensation

Total

Name and Principal Position

Year

Salary ($)

Bonus ($)

($)

($)

($)

($)

($)

($)

Vladimir Vasilenko, President & CEO

2007

24,000

24,000

Dmitry Kosynkin

Chief Technology Officer

2007

1,000

1,000

Alexander Kornaraki,

Chief Operating Officer

2007

24,000

24,000

NON-EMPLOYEE DIRECTOR COMPENSATION

Not-Applicable

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

18

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.

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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.

PART F/S

ITEMS 1 AND 2. INDEX TO EXHIBITS AND DESCRIPTION OF EXHIBITS

The financial statements required by this Part F/S are attached hereto and incorporated herein by this reference.

20

Exhibit
No.		Description
	1	Amended Certificate of Incorporation of Global Warming Solutions, Inc., filed with the Secretary of State of Oklahoma May 25, 2007
	2	Articles of Incorporation of Global Warming Solutions, Inc.
	3	Bylaws of Global Warming Solutions, Inc.
	4	Plan of Reorganization of Global Warming Solutions, Inc.

SIGNATURES

SIGNATURES

          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.

By:	/s/ Dr. Vladimir Vasilenko
	Dr. Vladimir Vasilenko
	President, CEO, and Director

          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.

SIGNATURE	TITLE
/s/ Dr. Vladimir Vasilenko	President, CEO, and Director

21

MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED

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.

/s/ Moore & Associates, Chartered

Moore & Associates Chartered
Las Vegas, Nevada
March 12, 2008

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501

22

	*December 31, 2007			*December 31, 2006
ASSETS
Current Assets
Cash	$	157 061		$	—
Total Current Assets	$	157 061		$	—
Other Assets
Hybrid Engine	$	512 750		$	—
R&D Costs	$	32 000		$	—
Total Other Assets	$	544 750		$	—
Total Assets	$	701 811		$	—
LIABILITIES & STOCKHOLDERS’ EQUITY
LIABILITIES
Convertible Note Payable	$	—		$	220 000
Total Liabilities	$	—		$	220 000
Stockholders’ Equity
100,000,000 shares Common Stock Authorized at $0.001/par value
62,505,000 shares issued at par $0.001 Outstanding at Dec 31, 2007 & 874,000
shares outstanding at Dec 31, 2006	$	62 505		$	874
Add’l Paid in Capital	$	987 745		$	6 126
Deficit accumulated during development stage	$	(348 439	)	$	(227 000	)
Total Stockholders’ Equity	$	701 811		$	(220 000	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	701 811		$	—

The accompanying notes are an integral part of these financial statements.

							From Inception
	For the year						*Mar 1, 1999
	Ended			For the year Ended			through
	*December 31,			*December 31,			*December 31,
	2007			2006			2007
REVENUES
Revenues	$	—		$	—		$	—
Total Revenues	$	—		$	—		$	—
Operating Expense
Administrative Expense	$	121 439		$	227 000		$	348 439
Loss Before Income Taxes
Provision for Income Taxes	$	—		$	—		$	—
Net (Loss)	$	(121 439	)	$	(227 000	)	$	(348 439	)
Basic and Diluted (Loss) per share		(a	)		(0,79	)
Weighted average number of shares		42 363 546			291 507

(a) = less than $0.01

The accompanying notes are an integral part of these financial statements.

											Deficit
			Common		Additional						Accum
	Common		Stock		Paid-in			Subscriptions			During
	Stock		Amount		Capital			Receivable			Dev Stage			Total
Initial Stock in So. Investments		174 000	$	174	$	(174	)	$	—		$	—		$	—
Bal Dec 31, 1999		174 000	$	174	$	(174	)	$	—		$	—		$	—
Bal Dec 31, 2000		174 000	$	174	$	(174	)	$	—		$	—		$	—
Bal Dec 31, 2001		174 000	$	174	$	(174	)	$	—		$	—		$	—
Bal Dec 31, 2002		174 000	$	174	$	(174	)	$	—		$	—		$	—
Bal Dec 31, 2003		174 000	$	174	$	(174	)	$	—		$	—		$	—
Bal Dec 31, 2004		174 000	$	174	$	(174	)	$	—		$	—		$	—
Bal Dec 31, 2005		174 000	$	174	$	(174	)	$	—		$	—		$	—
Stock issued for services *Aug, 2006 ($0.01 per share)		700 000	$	700	$	6 300		$	—		$	—		$	7 000
Net (Loss) for the Year											$	(227 000	)	$	(227 000	)
Balance Dec 31, 2006		874 000	$	874	$	6 126		#			$	(227 000	)	$	(220 000	)
April 15, 2007 Shares issued to new directors pro rata ($0.001 per share)		55 000 000	$	55 000	$	—		$	—		$	—		$	55 000
July 6, 2007 Stock issued for cash ($2.00 per share)		37 500	$	38	$	74 962		$	—		$	—		$	75 000
July 10, 2007 Stock issued for prototype ($2.00 per share)		218 500	$	218	$	436 782		$	—		$	—		$	437 000
July 30, 2007 Stock issued for cash & a subscription receivable ($1.96 per share)		125 000	$	125	$	249 875		$	(5 000	)	$	—		$	245 000
Aug 3, 2007 N/P xchgd for shares ($0.001 per share)		5 500 000	$	5 500	$	220 000		$	—		$	—		$	5 500
Sep 10, 2007-Sub/Rec Paid in Cash			$	—	$	—		$	5 000		$	—		$	5 000
Dec 31, 2007 Stock issued for prototype ($0.001 per share)		750 000	$	750	$	—		$	—		$	—		$	750
Net (loss) for the Year											$	(121 439	)	$	(121 439	)
Balance Dec 31, 2007		62 505 000	$	62 505	$	987 745	#	$	—		$	(348 439	)	$	701 811

The accompanying notes are an integral part of these financial statements.

							From Inception
	For the Year			For the Year			March 1, 1999
	Ended			Ended			through
	*Dec 31, 2007			*Dec 31, 2006			*Dec 31, 2007
OPERATING ACTIVITIES
Net income (loss)	$	(1 21 439	)	$	(2 27 000	)	$	(3 48 439	)
Issued Stock For Services	$	61 126		$	874		$	62 000
TOTAL CASH FLOW FROM OPERATING ACTIVITIES	$	(60 313	)	$	(2 26 126	)	$	(2 86 439	)
INVESTING ACTIVITIES
Net cash provided by (used in) investing activities Hybrid Engine	$	(75 000	)				$	(75 000	)
Research & Development	$	(32 000	)				$	(32 000	)
TOTAL CASH FLOW FROM INVESTING ACTIVITIES	$	(1 07 000	)	$	—		$	(1 07 000	)
FINANCING ACTIVITIES
Issuance of Common Stock	$	3 25 000		$	—		$	3 25 000
TOTAL CASH FLOW FROM FINANCING ACTIVITIES	$	3 25 000		$	—		$	3 25 000
Net increase in cash	$	1 57 687
Cash at beginning of period	$	—		$	—		$	—
Cash at end of period	$	1 57 061		$	—			1 57 061
Non Cash Transactions
Issued stock for service		61 126			874
Issued stock for debt		2 20 000
Issued stock for technology		4 37 750

The accompanying notes are an integral part of these financial statements.

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.

Issuance of shares for Service

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.

4. LOAN PAYABLE

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.

August 29, 2007, the Company spends USDS 15,000 on R&D.