10-12G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

GLOBAL WARMING SOLUTIONS, INC. 

(Exact name of registrant as specified in its charter) 

OKLAHOMA	73-1561189
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
17891 MCPHAIL RD, MARTINTOWN, ONTARIO,	KOC 1S0 CANADA
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 613-363-1222

Title of each class to be registered	Name of each exchange on which each class is to be registered
Common	OTC Markets

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

Common

(Title of class)

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Small reporting company	☐
(Do not check if a smaller reporting company)		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

TABLE OF CONTENTS

Contents
Item 1.	Business.	4
	BUSINESS	7
	BUSINESS STRATEGY	7
Item 1A.	Risk Factors.	9
Item 2.	Financial Information.	20
	SUMMARY FINANCIAL OVERVIEW	20
	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
Item 3.	Properties.	25
Item 4.	Security Ownership of Certain Beneficial Owners and Management.	25
Item 5.	Directors and Executive Officers.	25
Item 6.	Executive Compensation.	26
Item 7.	Certain Relationships and Related Transactions, and Director Independence.	27
Item 8.	Legal Proceedings.	27
Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.	27
Item 10.	Recent Sales of Unregistered Securities.	28
Item 11.	Description of Registrant’s Securities to be Registered.	28
Item 12.	Indemnification of Directors and Officers.	28
Item 13.	Financial Statements and Supplementary Data.	F-1
	INDEX TO FINANCIAL STATEMENTS	F-1
Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	29
Item 15.	Financial Statements and Exhibits.	29
	UNDERTAKINGS	30

2

Summary and Forward-Looking Statements

Before investing in our securities, prospective investors should carefully read this entire filing, including our financial statements and related notes, and the risks of investing in our securities discussed under “Risk Factors.” Some of the statements contained herein are forward-looking statements and may involve a number of risks and uncertainties. We note that our actual results and future events may differ significantly based upon a number of factors. Prospective investors should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this filing.

You should rely only on the information contained in this filing. We have not authorized anyone to provide you with information different from the information that is contained in this filing. You should not rely on any information or representations not contained in this filing, if given or made, as having been authorized by us. This filing does not constitute an offer or solicitation in any jurisdiction in which the offer or solicitation would be unlawful. The information contained in this filing is accurate only as of the date of this filing, regardless of the time of delivery of this filing or of any sale of the common stock.

Except as otherwise indicated, market data and industry statistics used throughout this filing are based on independent industry publications and other publicly available information.

Unless otherwise indicated, references to “we,” “our,” “us,” the “Company,” or “GWSO” refer to Global Warming Solutions, Inc., an Oklahoma corporation.

This filing contains forward-looking statements. All statements other than statements of historical or current facts contained in this filing, including statements regarding our future results of operations and financial position, business strategy, proposed new products and services, research and development costs, granting of regulatory approvals, timing and likelihood of success, plans and objectives of management for future operations and future results of anticipated products and services, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, forward--looking statements can be identified by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “would,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this filing are only predictions. We have based these forward--looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this filing and are subject to a number of risks, and except as required by applicable law, we do not plan to publicly update or revise any forward--looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Because forward--looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, prospective investors should not rely on these forward--looking statements as predictions of future events. The events and circumstances reflected in our forward--looking statements may not be achieved or occur and actual results could differ materially from those projected in, or implied by, the forward--looking statements due to a variety of factors, including:

· our financial performance, including our history of operating losses;

· our ability to obtain additional funding to continue our operations;

· changes in the regulatory environments of the United States and other countries in which we intend to operate;

· our ability to attract and retain key management and other personnel;

· competition from new market entrants;

· our ability to identify and pursue development of appropriate products; and

· risks, uncertainties and assumptions described under the sections in this filing titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this filing.

3

Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

Prospective investors should read this filing and the documents we have filed as exhibits to the registration statement of which this filing forms a part with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward--looking statements by these cautionary statements.

Item 1. Business.

THE COMPANY

Global Warming Solutions, Inc. (“Company”) is an Oklahoma corporation headquartered in Canada that develops technologies that help mitigate global warming while maintaining a retail operation in CBD products. The Company was formerly known as Southern Investments, Inc., and was domiciled in Oklahoma. On April 15, 2007 the company changed its name to Global Warming Solutions, Inc., and moved its headquarters to the commonwealth of Canada.

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

On April 15, 2007, Southern Investments, Inc. acquired all of the issued and outstanding stock of Global Warming Technologies, Inc., an Oklahoma corporation, in exchange for 55,000,000 shares of Southern Investments, Inc. common stock. Following the acquisition, Southern Investments, Inc. changed its name to Global Warming Solutions, Inc and the Company implemented a 1 for 10 reverse stock split of the Company’s outstanding common stock that took effect on July 6, 2007.

On October 23, 2019 the Company acquired the domain name, “www.cbd.biz” and certain other intangible assets in exchange for a convertible promissory note for $100,000 and began offering hemp-based cannabinoid (“CBD”) products through this website.

As of September 30, 2020, the Company’s total assets are $88,923. These assets are comprised primarily of $16,701 in cash and $72,222 of intangible assets. During the past five years, the company has generated approximately $180,000 in revenue. We have expended approximately $164,000 in cash in support of the operations. Excluding non-cash expenditures of amortization and accrued interest, the Company has a current positive cash flow. Our independent registered public accounting firm issued its report connection with the audit of our financial statements for the periods of January 1, 2018 through December 31, 2019, which included an explanatory paragraph in Note 3 describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern. Thus far, GWSO management has relied on capital loans and equity investments for the purpose of growing the business. Without continued loans or equity investments, we will not have the necessary capital required to execute our business plan and grow our business. Management has estimated that the costs associated with implementation of its business plan over the next twelve months include, but are not limited to, payroll, consulting, marketing and general administration of $300,000 (which expenses will be satisfied by means other than available cash expenditure, such as, but not limited to, equity or profit-sharing arrangements) and sales.

4

Management estimates that funding of $300,000 will be needed to implement the business plan, should revenues not be generated. In the event funding is not realized, the business plan may need to be reduced or curtailed. There are no written agreements which current note holders to continue funding us nor do we have any agreements with prospective investors. If we are unable to develop sufficient revenues to sustain our operations or receive funding, we may need to curtail or abandon our operations.

RECENT TRANSACTIONS

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

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

On December 3, 2020 the Company incorporated Alterna Motors, LLC, a Wyoming limited liability company, a wholly owned subsidiary of the Company. Subsequently, Alterna Motors entered into a letter of intent with Classic Electro, LLC, based in Grodno, Belorussia. It is in the intent of the parties for Alterna Motors to be the American and Canadian distributor of Classic Electro’s retrofitting engine concept and universal electric mobility installation kit. The Company has no assurances at this time that this project will be implemented, that an actual agreement will be entered into, or if this project will be successful. In addition, Alterna Motors is developing a line of three-wheeled, all electric local delivery vehicles for use in the USA and Europe. The Company has no assurances at this time that this project will be implemented, that an actual agreement will be entered into, or if this project will be successful.

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

On December 11, 2020 the Company announced it was relocating its headquarters to Temecula, California in January 2021. At this time the Company has not yet relocated its headquarters.

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

In 2020, the Company entered into the initial phase of testing its theory for a sodium-based battery. The study is in conjunction with a Scientific School in Kazakhstan. The study’s focus is of electrochemical processes in biological objects. The Company believes that the transfer rate of sodium ions in our solid electrolyte is sufficient to provide power to the vehicle. The Company has divided the project into three phases. The end result will be the testing of a sodium-based battery on a light chassis. The Company has no projections when this project will be complete, when or if the project will be offered on the market, or if the project will be successful.

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

5

OUR PLAN

The Company is engaged in the business of retail sales in global warming products and solutions and CBD products. We believe that our products will provide our business consumers with solutions to mitigate risks associated with global warming. Our CBD products sold direct to customers is an ancillary service based upon the patterns and habits of our target market. In addition to the resale component of our business, we provide consulting services in various approaches to the mitigating global warming risks and assist our clients with an execution plan for the benefit and growth of their business.

We compete in a highly competitive market that includes other global warming companies, as well as other CBD companies. Our growth is reliant upon our ability to promote our business as earth stewards and attract the attention of the target market who view environmental awareness as a lifestyle.

Thus far, we have been successful in driving traffic to our websites and building a client base. Specifically, we have built a presence on leading social-media sites such as Facebook and Twitter. Through these sites, we post information about our services and make daily attempts to engage our target audience. This process is designed to drive traffic to our websites and eventually leads to sales. The marketing strategy is cost-effective, and we do not anticipate any significant costs arising from this strategy.

We currently operate the following websites, which are not incorporated as part of this registration statement:

· www.cbd.biz

· www.gwsogroup.com

CORPORATE INFORMATION

Our principal executive office is located at 17891 McPhail Rd, Martintown, Ontario, KOC 1S0 Canada and our telephone number is (613) 363-1222. Our fiscal year end is December 31 of each calendar year.

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

We currently qualify as an “emerging growth company” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we expect that we will take advantage of the reduced reporting requirements that are otherwise applicable to public companies. These reduced reporting requirements include:

· not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act of 2002, as amended (the “Sarbanes Oxley Act”);

· reduced disclosure obligations regarding executive compensation in this prospectus and in our future periodic reports, proxy statements and registration statements; and

· not being required to hold a non-binding advisory vote on executive compensation or to seek stockholder approval of any golden parachute payments not previously approved.

We may continue to take advantage of these reduced reporting obligations until such time as we no longer meet the eligibility requirements. If certain events occur prior to such date, including if we become a “large accelerated filer,” our annual gross revenue exceeds $1.07 billion or we issue more than $1.0 billion of non--convertible debt in any three- year period, we would cease to be an emerging growth company.

We have elected to take advantage of certain of the reduced disclosure obligations regarding executive compensation and other matters in this prospectus and other filings we make with the SEC. As a result, the information that we provide to our stockholders is different than the information you might receive from other public fully reporting companies in which you hold equity interests.

The JOBS Act also provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We have elected to avail ourselves of this exemption and, therefore, we are not subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

6

BUSINESS

Development of Business

Global Warming Solutions, Inc. (“Company”) is an Oklahoma corporation headquartered in Canada that develops technologies that help mitigate global warming while maintaining a retail operation in CBD products. The Company was formerly known as Southern Investments, Inc., and was domiciled in Oklahoma. On April 15, 2007 the company changed its name to Global Warming Solutions, Inc., and moved its headquarters to the commonwealth of Canada.

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

On April 15, 2007, Southern Investments, Inc. acquired all of the issued and outstanding stock of Global Warming Technologies, Inc., an Oklahoma corporation, in exchange for 55,000,000 shares of Southern Investments, Inc. common stock. Following the acquisition, Southern Investments, Inc. changed its name to Global Warming Solutions, Inc and the Company implemented a 1 for 10 reverse stock split of the Company’s outstanding common stock that took effect on July 6, 2007.

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

On October 23, 2019 the Company acquired the domain name “www.cbd.biz” and certain other intangible assets in exchange for a convertible promissory note for $100,000 and began offering hemp-based cannabinoid (“CBD”) products through this website.

BUSINESS STRATEGY

Industry Overview

Global Warming Industry

Typically, executives manage environmental risk as a threefold problem of i) regulatory compliance, ii) potential liability for industrial accidents, and iii) pollutant release mitigation. But climate change presents business risks that are different in kind because the impact is global, the problem is long-term, and the harm is essentially irreversible.

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

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

Cannabidiol (CBD) Industry

Since 1992, when the Endocannabinoid System (ECS) was discovered, many different studies have been conducted on the role it plays in our health and disease management. Since we all possess an ECS, it makes logical sense that we would all benefit in some way with the inclusion of CBD and other cannabinoids in our daily lives.

This research coupled with the spreading legalization of recreational and medical cannabis is why CBD has become mainstream. The increasing worldwide access to CBD products is dispelling many of the myths around it. People who are new to cannabis are recognizing its benefits. The continued growth of the cannabis industry will rely on educating people who are unfamiliar or wary about the plant.

Additionally, the 2018 Farm Bill legalized hemp farming, removing this plant rich in CBD from the Controlled Substance Act and restoring it to its traditional place as an agricultural commodity. This bill will allow states to regulate hemp farming and move forward the industrialization of the hemp plant. As this scale up hemp-based CBD products will become ever more common. The hemp-CBD market is projected to grow from just under $600 million in 2018 to $22 billion by 2022.

7

Hemp Industry

There are an estimated 25,000 products derived from hemp, that fall into nine submarkets: agriculture, textiles, recycling, automotive, furniture, food and beverages, paper, construction materials, and personal care.

The estimated total retail value of hemp products sold in the U.S. in 2016 was $688 million, a 20% increase from the previous year. There is an average of 15% annual growth in U.S. retail sales from 2010-2105. China is the largest importer of raw and processed hemp fiber in the U.S. Canada is the predominant importer of hemp seed and oil cake.

Description of Business

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

Principal Products

We sale products through our website(s). We maintain no inventory. All sales are based upon resale agreements we have with manufacturers. We are reliant upon our suppliers to have the product available for direct shipment to our customers. Our payment terms for resale items are typically upon the placement of the order.

The resale operations currently are not seasonal. As we begin to bring global warming products, such as HCU fertilizer, seasonal sales will become more abundant.

We have no government contracts at this time, nor are we seeking any. Our retail operations are primarily business to customer, while our consulting and royalty revenues, when earned, will be primarily, business to business.

Warranties

Warranties for products are manufacturer warranties. We offer no other terms.

Customers

Approximately 93% of our sales for the nine months ended September 30, 2020 were generated from one client in the country of Hungary. This Company represented approximately 92% of our sales for the year ended December 31, 2019.

Patents, Trademarks, Trade Secrets, and Other Intellectual Property

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

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

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

8

Vita Technologies – consists of i) Carbonit – humate based products that is believed to help healthier plants with half the required fertilizer; ii) Humate Coated Urea (HCU), a fertilizer that is currently under a Pilot Program in New Zealand; iii) Sustainable Food Safety and Shelf Life Technology; iv) PureRay HLE Grow Light, a proprietary wavelength combination of light that is believed to reduce spoilage and pathogenic microorganisms; and v) Water Purification System.

Growth Strategy

We anticipate growth in our operations through normal acceptance of our products, through the licensing of our technologies and intellectual properties, and through acquisitions when deemed in the best interest of our shareholders.

Competition

The Company competes with other industry participants, including those in global warming and CBD products and services. Market and financial conditions, and other conditions beyond the Company’s control may make it more attractive for prospective customers to transact business with other entities.

Our potential competitors may have greater resources, longer histories, more developed intellectual property, and lower costs of operations. Other companies also may enter into business combinations or alliances that strengthen their competitive positions.

Employees

We currently have 2 officers and directors who provide all the primary research and development for future licensing and product evaluations. Our management team currently has no agreement with the Company and works on an as needed basis. We assume as the requirements grow, future commitments from our officers will be obtained. Current management is believed to have been compensated at below market levels during the past five years.

All other services required by the Company are managed through consultants on an as needed basis.

Item 1A. Risk Factors.

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

Our public stockholders may not be afforded an opportunity to vote on a proposed business transaction, which means we may complete a business transaction even though a majority of our public stockholders do not support such a combination.

We may choose not to hold a stockholder vote to approve a business transaction unless a business transaction would require stockholder approval under applicable law or stock exchange listing requirements or if we decide to hold a stockholder vote for business or other reasons. Except as required by law, the decision as to whether we will seek stockholder approval of a proposed business transaction will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may complete a business transaction even if holders of a majority of our public shares do not approve of the business transaction we complete.

9

If we seek stockholder approval of a business transaction, our initial stockholders will likely agree to vote in favor of such business transaction, regardless of how our public stockholders vote.

One shareholder currently owns shares representing 52.62% of our outstanding shares of common stock immediately following the completion of this offering. Accordingly, if we seek stockholder approval of a business transaction, the agreement by the shareholder to vote in favor of our initial business transaction will increase the likelihood that we will receive the requisite stockholder approval for such business transaction.

Your only opportunity to affect the investment decision regarding a potential business transaction will be limited to us seeking stockholder approval of the business transaction you request to affect.

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of any business transaction we initiate. Since our board of directors may complete a business transaction without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on a business transaction, unless we seek such stockholder vote.

Our search for a business transaction, and any target business with which we ultimately consummate a business transaction, may be materially adversely affected by the ongoing coronavirus (COVID-19) pandemic and the status of debt and equity markets.

Since December 2019, a novel strain of coronavirus that causes COVID-19 has spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19, and on March 11, 2020, the World Health Organization characterized the COVID-19 outbreak as a “pandemic.” The COVID-19 pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that has and will continue to adversely affect economies and financial markets worldwide, and the business of any potential target business with which we consummate a business transaction may also be materially and adversely affected. Furthermore, we may be unable to complete a business transaction if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner, or if COVID-19 causes a prolonged economic downturn. The effects of the COVID-19 pandemic on businesses, and the inability to accurately predict the future impact of the pandemic on businesses, has also made determinations and negotiations of valuation more difficult, which could make it more difficult to consummate a business transaction. The extent to which COVID-19 ultimately impacts our identification and consummation of a business transaction will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity and spread of COVID-19 and actions to contain the virus or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, our ability to consummate a business transaction, or the operations of a target business with which we ultimately consummate a business transaction, may be materially adversely affected. In addition, our ability to coordinate as a team or to consummate a business transaction may be dependent on the ability to raise equity and debt financing which may be impacted by COVID-19 and other events.

If we seek stockholder approval of a business transaction, our sponsor, directors, officers, advisors and their affiliates may elect to purchase public shares from public stockholders, which may influence a vote on a proposed business transaction and reduce the public “float” of our common stock.

If we seek stockholder approval of a proposed business transaction, our directors, officers, advisors, or their affiliates may purchase public shares in privately negotiated transactions or in the open market either prior to or following the completion of the proposed business transaction, although they are under no obligation to do so. However, they have no current commitments, plans, or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the company funds will be used to purchase public shares in such transactions. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof. In addition, if such purchases are made, the public “float” of our common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

10

You will not have any rights or interests to funds, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, potentially at a loss.

In no circumstances will a public stockholder have any right or interest of any kind in funds held by the company. Accordingly, to liquidate your investment, you may be forced to sell your public shares, potentially at a loss.

The applicable exchanges may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We expect that our common stock will continue to be listed on the OTCMarkets Pink Sheets. We may apply to have our units listed on the OTCMarkets QB promptly after the submission of this prospectus. We cannot guarantee that our securities will be approved for listing. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing standards of the OTCMarkets, we cannot assure you that our securities will be, or will continue to be, listed on the OTCMarkets in the future or prior to our business ventures. In order to continue listing our securities on the OTCMarkets prior to our business ventures, we must maintain certain financial, distribution, and stock price levels. Generally, we must maintain a minimum amount in stockholders’ equity and a minimum number of holders of our securities. Additionally, we will be required to demonstrate compliance with the OTCMarkets’ initial listing requirements, which are more rigorous than the Pink Sheets continued listing requirements, in order to continue to maintain the listing of our securities on the OTCMarkets. We cannot assure you that we will be able to meet all initial listing requirements. If the OTCMarkets delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on the Pink Sheets. If this were to occur, we could face significant material adverse consequences, including:

· a limited availability of market quotations for our securities;

· reduced liquidity for our securities;

· a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

· a limited amount of news and analyst coverage; and/or

· a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and eventually our common stock will be listed on the OTCMarkets, our common stock will likely be deemed covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on the OTCMarkets, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities, including in connection with possible business transactions.

If the net proceeds of this offering and the sale of any subsequently issued private placement warrants are insufficient to allow us to operate for at least the next 12 months, we may be unable to conduct adequate business operations, in which case our public stockholders may receive less per share, and our warrants will expire worthless.

The funds available to us may not be sufficient to allow us to operate for at least the next 12 months. We believe that, upon the closing of this offering, the funds available to us will be sufficient to allow us to operate for at least the next 12 months; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with conducting and expanding our business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business transaction, although we do not have any current intention to do so. If we entered into a letter of intent or other agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we, for whatever reason, cannot sustain our expenses, our public stockholders may receive less per share. In certain circumstances, our public stockholders may receive less than the fair market value per share upon our liquidation.

11

If the net proceeds of this offering and the sale of any subsequently issued private placement warrants are insufficient, it could limit the amount available to fund our business, and we will depend on loans to fund our business. If we are unable to obtain these loans, we may be unable to conduct adequate business operations.

There are no net proceeds of this offering that will come to us, with exception to the funds needed to eliminate a portion of our current debt obligation. If we are required to seek additional capital, we would need to borrow funds from our management team or other third parties to operate or may be forced to liquidate. None of the members of our management team, nor any of their affiliates, are under any obligation to advance funds to us in such circumstances. We do not expect to seek loans from third parties, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to all of our funds as collateral. If we are unable to obtain these loans, we may be unable to conduct adequate business operations. If we do not have sufficient funds available to us to fund the business sufficiently, we may be forced to cease operations and liquidate. Consequently, our public stockholders may receive less than the fair market value per share.

We may be required to take write-downs or write-offs, restructuring and impairment, or other charges that could have a significant negative effect on our financial condition, resulting in a decline of operations, consequently, our stock price, which could cause you to lose some or all of your investment.

We cannot assure you that our due diligence will surface all material issues that may be present in our business, and it is likely not possible to uncover all material issues through a customary amount of due diligence, or factors outside of our control which may arise. As a result of these factors, we may be forced to write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject to as a result of assuming pre-existing debt held by virtue of our obtaining debt financing to partially finance business operations. Accordingly, stockholders could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business affairs constituted an actionable material misstatement or omission.

If third parties bring claims against us, our proceeds could be reduced, and the per-share price may drastically reduce.

Our fund reserves may not be satisfactory to protect us from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses, and other entities with which we do business with execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against those funds, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility, or other similar claims, as well as claims challenging the enforceability of the waiver, which will be made in order to gain an advantage with respect to a claim against our assets, including the funds held in reserves. If any third party refuses to execute an agreement waiving such claims to our funds, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Making such a request of potential clients and vendors may make our proposals less attractive and, to the extent those businesses refuse to execute such a waiver, it may limit the field of potential target business that we might pursue. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future, as a result of, or arising out of, any negotiations, contracts, or agreements with us and will not seek recourse against our reserve funds. Moreover, none of our officers, directors, members, or affiliates will indemnify us for claims by third parties including, without limitation, claims by clients, vendors, and prospective target businesses.

12

We may not have sufficient funds to satisfy indemnification claims of our directors and officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive (and any other persons who may become an officer or director prior to the initial business transaction will also be required to waive) any right, title, interest, or claim of any kind in or reserved funds, as well as to not seek recourse against such funds for any reason whatsoever (except to the extent they are entitled to funds due to their ownership of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds notwithstanding our reserves, or (ii) we consummate a business transaction or transaction relieving us from such claims. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and we may be exposed to claims of punitive damages.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages.

If we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing our reserve funds to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the funds held by us could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete our accounts and assets, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be severely reduced.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business.

We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming, and costly. Those laws and regulations, and their interpretation and application, may also change from time to time, and those changes could have a material adverse effect on our business, investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business affairs.

We have not adopted plans to hold an annual meeting of stockholders, which could delay the opportunity for our stockholders to elect directors.

We may not hold an annual meeting of stockholders until after we consummate a business transaction (unless required by law). Therefore, if our stockholders want us to hold an annual meeting prior to our consummation of a business transaction, they may attempt to force us to hold one by submitting an application to the Oklahoma Department of Commerce under Oklahoma code.

13

Initially, holders of common stock will not be entitled to vote on any election of directors we hold.

Initially, our shareholders having majority voting control of the company will elect directors. Holders of our public shares will not be entitled to vote on the election of directors so long as a majority control of stock is held by management and founders. In addition, holders of a majority of our manageable shares may be provided the right to remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management of our company during such time.

Past performance by our management team, directors, advisors, and their respective affiliates may not be indicative of future performance of an investment in the company or in the future performance of any business we may acquire.

Information regarding performance by, or businesses associated with, our management team, directors and advisors, and their respective affiliates, is presented for informational purposes only. Past performance by our management team, directors and advisors, and such affiliates is not a guarantee of success with respect to any business transaction we may consummate. You should not rely on the historical performance of our management team, directors and advisors, or that of their respective affiliates as indicative of the future performance of an investment in the company or the returns the company may generate going forward. Our management team, directors and advisors, and their respective affiliates have had limited past experience with publicly traded entities and have little to no experience working together. The absence of experience working together may be exacerbated by the challenges associated with the COVID-19 pandemic.

We may seek business transaction opportunities in industries or sectors which may or may not be outside of our management team’s area of expertise.

Although we intend to focus on identifying companies in the climate sector, we will consider business transactions and deals outside of our management team’s area of expertise if presented to us and we determine that such offers are attractive opportunities for our company to grow. Although our management will endeavor to evaluate the risks inherent in any particular business transaction, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a business transaction. In the event we elect to pursue a business transaction outside of the areas of our management team’s expertise, our management team’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas of our management team’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any stockholders who choose to remain stockholders following a business transaction could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.

We may seek business transaction opportunities with a financially unstable business or an entity lacking an established record of revenue, cash flow or earnings, which could subject us to volatile revenues, cash flows or earnings, or difficulty in retaining key personnel.

To the extent we complete a business transaction with a financially unstable business or an entity lacking an established record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We are not required to obtain an opinion from an independent accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.

Unless we complete our initial business transaction with an affiliated entity or our board cannot independently determine the fair market value of the target business or businesses, we are not required to obtain an opinion from an independent investment banking firm or an independent accounting firm that the price we are paying is fair to our company from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business transaction.

14

We may issue additional common stock or register preferred stock to complete a business transaction, to conduct regular business, or according to an employee incentive plan.

Our amended and restated certificate of incorporation authorizes the issuance of up to 2,000,000 shares of common stock, par value $0.001 per share. Nevertheless, we may issue a substantial number of additional shares of common stock to complete our initial business transaction or under an employee incentive plan after completion of our initial business transaction. We may also register a newly adopted preferred class of stock.

The issuance of additional shares of common stock or registration of preferred shares:

· may significantly dilute the equity interest of investors in this offering;

· may subordinate the rights of holders of common stock if a newly adopted preferred stock class is registered with rights senior to those afforded our common stock;

· could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and

· may adversely affect prevailing market prices for our units and common stock.

Our ability to successfully conduct a business transaction and to be successful thereafter, or to conduct business in general will be totally dependent upon the efforts of our key personnel, some of whom may join us following such business transactions. The loss of key personnel could negatively impact the operations and profitability of a post-combination business.

Our ability to successfully effect a business transaction is dependent upon the efforts of our key personnel. The role of our key personnel in our current business or one combined with, however, cannot presently be ascertained. Although some of our key personnel may remain with the business in senior management or advisory positions following a business transaction, it is likely that some or all of the management of the merged business will remain in place. While we intend to closely scrutinize any individuals we employ after a business transaction, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. In addition, the officers and directors of a business we merge with may resign upon completion of a business transaction. The departure of a merging business’ key personnel could negatively impact the operations and profitability of our overall business. The role of a merging business’ key personnel upon the completion of a business transaction cannot be ascertained at this time. Although we contemplate that certain members of a merging company’s management team will remain associated with the merging business, it is possible that members of the management of a merging business will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

We are dependent upon our officers and directors and their departure could adversely affect our ability to operate.

Our operations are dependent upon a relatively small group of individuals and, in particular, our officers and directors. We believe that our success depends on the continued service of our officers and directors. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

Our key personnel may negotiate employment or consulting agreements as well as reimbursement of out-of-pocket expenses. These agreements may provide for them to receive compensation or reimbursement for out-of-pocket expenses.

Our key personnel will likely negotiate employment or consulting agreements. They may negotiate reimbursement of any out-of-pocket expenses incurred on our behalf, should they choose to do so. Such negotiations could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us, or as reimbursement for such out-of-pocket expenses. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us.

15

Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business transaction.

Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and their other businesses. Although we have retained and may in the future retain consultants to perform certain services for us, we do not intend to have any full-time employees at this time. Each of our officers and directors is engaged in other business endeavors for which he may be entitled to substantial compensation and our officers and directors are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors may also serve as officers or board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to conduct sufficient business. Currently, there are no business affiliations or other business interests to be made aware of.

Certain as our officers and directors are now, all of them may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Our officers and directors are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business. Our officers and directors may invest in diverse industries, including in the climate sector. There could be overlap between companies that would be suitable for a business transaction if one occurs. Our officers and directors also may become aware of business opportunities which may be appropriate for presentation to us and other entities to which they owe certain fiduciary or contractual duties. Any such opportunities may present additional conflicts of interest in pursuing businesses, and our directors and officers may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a such businesses may be presented to another entity prior to being presented to us. We will likely renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Currently, there are no business affiliations or potential conflicts of interest to be made aware of.

Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business transaction with a business affiliated with our directors or officers, although we do not intend to do so. We do not have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business transaction or business deal in general, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

We may choose to incur substantial debt to complete a business transaction or to conduct business. We will likely decline to incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest, or claim of any kind in or to the monies held by us. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

· default and foreclosure on our assets if our operating revenues are insufficient to repay our debt obligations;

· acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

· our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

16

· our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

· using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

· limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

· increased vulnerability to adverse changes in general economic, industry, and competitive conditions and adverse changes in government regulation;

· limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and

· other disadvantages compared to our competitors who have less debt.

We may attempt to simultaneously complete business transactions with multiple prospective targets, which may give rise to increased costs and risks that could negatively impact our operations and profitability.

We do not intend to purchase multiple businesses in unrelated industries in conjunction with our business. With multiple business transactions, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

Our management may not be able to maintain control of a target business after a business transaction.

We may structure a business transaction by which the post-transaction company which our public stockholders’ shares will make up less than 100% of the equity interests or assets of the merging business. As a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, if this were to occur, it may make it more likely that our management will not be able to maintain our control of the business. We cannot provide assurance that, upon loss of control of our business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

We may be unable to obtain additional financing to complete a business transaction or to fund the operations and growth of a business, which could compel us to restructure or abandon a particular business transaction.

We have no plans at this time to initiate any type of business transaction. As a result, we may be required to seek additional financing to complete such a business transaction. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete a business transaction, we would be compelled to either restructure the transaction or abandon that particular business transaction and seek an alternative business to combine with. In addition, even if we do not need additional financing to complete a business transaction, we may require such financing to fund the operations or growth of the newly combined business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of such business. None of our officers, directors, or stockholders are required to provide any financing to us.

Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous business transactions with prospective businesses.

Financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP and may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit our appeal to other businesses we engage because some businesses may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal rules.

17

We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain an emerging growth company until the last day of the fiscal year in which (1) the aggregate worldwide market value of our common stock held by non-affiliates (public float) equaled or exceeded $250 million as of our prior fiscal year, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the aggregate worldwide market value of our common stock held by non-affiliates equaled or exceeded $700 million as of our prior fiscal year. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements and other disclosures with other public companies difficult or impossible.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As a company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

An investment in this offering may result in uncertain or adverse U.S. federal income tax consequences.

An investment in this offering may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities that directly address instruments similar to the units we are issuing in this offering, the allocation an investor makes with respect to the purchase price of a unit between the share of common stock could be challenged by the U.S. Internal Revenue Service (“IRS”) or the courts. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences applicable to their specific circumstances when purchasing, holding, or disposing of our securities.

If we effect a business transaction with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.

If we effect a business transaction with a company with operations or opportunities outside of the United States, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

· higher costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;

· rules and regulations regarding currency redemption;

· complex corporate withholding taxes on individuals;

· laws governing the manner in which future business transactions may be affected;

· tariffs and trade barriers;

· regulations related to customs and import/export matters;

· longer payment cycles and challenges in collecting accounts receivable;

· tax issues, including but not limited to tax law changes and variations in tax laws as compared to the United States;

· currency fluctuations and exchange controls;

· rates of inflation;

· cultural and language differences;

· employment regulations;

· data privacy;

· changes in industry, regulatory or environmental standards within the jurisdictions where we operate;

· public health or safety concerns and governmental restrictions, including those caused by outbreaks of pandemic disease such as the COVID-19 pandemic;

· crime, strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;

· deterioration of political relations with the United States; and

· government appropriations of assets.

We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely impact our results of operations and financial condition.

18

We may face risks related to climate sector companies.

Business transactions with companies in the climate sector, which we broadly define as consisting of all companies the business of which results, directly or indirectly, in the reduction of CO₂ and other greenhouse gases into the atmosphere that would otherwise have occurred, entail certain risks. If we are successful in managing a climate sector business plan, we may be subject to, and possibly adversely affected by, the following risks:

· recognizing that the market for CO₂ avoidance and removal is grounded in science, any material change in consensus scientific opinion in respect of the urgency or potential remedies to the climate challenge could affect the economics of or total addressable market for clean energy and other CO₂ reducing products and specialists;

· governmental or regulatory actions in any or all of our chosen markets, even if well intentioned from a climate perspective, could have an immediate and dramatic effect on our business operations and opportunities;

· the increasingly partisan nature of the public debate about climate issues could result in a consumer backlash in certain markets against products and services which exist, in whole or in part, to reduce CO2 emissions into the atmosphere;

· shifting approaches over time to how CO₂ emissions are calculated, or to the perceived long-term effectiveness of various approaches to CO₂ storage and sequestration, could affect the perceived environmental benefit of our products and services;

· dependence of our operations upon third-party suppliers or service providers whose failure either to perform adequately or to adhere to our environmental standards could disrupt our business;

· difficulty in establishing and implementing a commercial and operational approach adequate to address the specific needs of the markets we are pursuing;

· difficulty in identifying effective local partners and developing any necessary partnerships with local businesses on commercially and environmentally acceptable terms;

· our inability to comply with governmental regulations or obtain governmental approval for our products and/or business operations;

· difficulty in competing against established companies who may have greater financial resources and/or a more effective or established localized business presence and/or an ability to introduce and sell low or no carbon products at minimal or negative operating margins for sustained periods of time;

· difficulty in competing successfully with improved technologies introduced subsequent to our own;

· the possibility of applying an ineffective commercial approach to targeted markets, including product offerings that may not meet market needs with respect to their environmental or non-environmental attributes;

· an inability to build strong brand identity, environmental credibility or reputation for exceptional customer satisfaction and service;

· difficulty in generating sufficient sales volumes at economically sustainable profitability levels;

· difficulty in timely identifying, attracting, training, and retaining qualified sales, technical, and other personnel; and

· any significant disruption in our computer systems or those of third parties that we would utilize in our operations, including disruptions or failure of our networks, systems or technology as a result of computer viruses, “cyber-attacks,” misappropriation of data or other malfeasance, as well as outages, natural disasters, terrorist attacks, accidental releases of information or similar events.

Any of the foregoing could have an adverse impact on our operations. However, our primary care and attention will be focused on, but not be limited to, the climate sector. Accordingly, if we merge with a business in another industry, these risks will likely may still affect us and we will be subject to other risks attendant with the specific industry in which we operate or target business which we acquire, none of which can be presently ascertained.

19

Item 2. Financial Information.

SUMMARY FINANCIAL OVERVIEW

The following table presents a summary of certain of our historical financial information. Historical results are not necessarily indicative of future results and you should read the following summary financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included on pages F--1 through F22 of this prospectus. The summary financial data for the years ended December 31, 2019 and 2018 was derived from our audited financial statements included on pages F--1 through F-13 of this prospectus. The summary financial data for the three and nine months ended September 30, 2020 was derived from our unaudited financial statements included on pages F-13 through F-22 of this prospectus. The summary financial data in this section is not intended to replace the financial statements and is qualified in its entirety by the financial statements and related notes included elsewhere in this prospectus.

Global Warming Solutions, Inc.
Balance Sheet
ASSETS
	(audited)						(unaudited)
	Year Ending December 31,						Sep 30,
	2018			2019			2020
Current Assets
Cash	$	-		$	11,682		$	16,701
Total current assets		-			11,682			16,701
Intangible assets, net		-			97,222			72,222
Total assets	$	-		$	108,904		$	88,923
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable, reserves, and accrued expenses, net	$	17,710		$	24,123		$	10,777
Convertible notes		403,200			531,309			527,236
Reserve for settlements		-			-			16,042
Total current liabilities	$	420,910		$	555,432		$	554,189
Total Liabilities	$	420,910		$	555,432		$	554,189
Stockholders' equity
Common stock, $0.001 par value		29,405			29,405			32,305
Additional paid in capital		1,866,649			1,866,645			1,893,109
Accumulated deficit		(2,316,960	)		(2,342,582	)		(2,390,680	)
Total stockholders' equity	$	(420,910	)	$	(446,528	)	$	(465,266	)
Total liabilities and stockholders' equity	$	-		$	108,904		$	88,923

20

Global Warming Solutions, Inc.
Statements of Operations
							(unaudited)
							For the nine
	For the years ending						months ended
	December 31,						September 30,
	2018			2019			2020
Revenue from services	$	-		$	61,867		$	119,128
Total cost of sales		-			51,554			89,619
Gross Loss		-			10,313			29,509
Selling, general, and administrative		-			290			1,450
Professional fees		4,200			4,200			19,225
Depreciation/Amortization		-			2,778			25,000
Total operating expenses		4,200			7,268			45,675
Net Profit (loss) from operations		(4,200	)		3,045			(16,166	)
Interest expense		(27,842	)		(28,666	)		(31,932	)
Net (loss)	$	(32,042	)	$	(25,621	)	$	(48,098	)
Basic and diluted (loss) per share:
Income(Loss) per share from continuing operations	$	(0.00	)	$	0.00		$	(0.00	)
Income(Loss) per share - discontinued	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding - basic		29,405,000			29,405,000			29,937,329

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our financial statements and related notes included elsewhere in this prospectus. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties, including those set forth under the heading "Risk Factors" and elsewhere in this prospectus. Our actual results and the timing of selected events discussed below could differ materially from those expressed in, or implied by, these forward-looking statements.

The Company was incorporated under the laws of the State of Oklahoma on March 30, 1999. Headquartered in Canada, the Company develops technologies that help mitigate global warming while maintaining a retail operation in CBD products.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018

Substantial positive and negative fluctuations can occur in our business due to a variety of factors, including fluctuations in the economy, and the ability to raise capital. In addition results of operations, which may fluctuate in the future, may be materially affected by many factors of a national and international nature, including economic and market conditions, currency values, inflation, the availability of capital, the level of volatility of interest rates, the valuation of security positions and investments and legislative and regulatory developments. Our results of operations also may be materially affected by competitive factors and our ability to attract and retain highly skilled individuals.

Our operating results and cash flows are presented for the fiscal years ended December 31, 2019 and 2018.

21

Operating Results

Our operating results for the years ended December 31, 2019 and 2018 are summarized as follows:

Statements of Operations
	For the years ending
	December 31,
	2019		2018
Revenue from services	$	61,866	$	-
Total cost of sales		51,554		-
Gross income	$	10,312	$	-
Total operating expenses		7,268		4,200
Net income (loss) from operations	$	3,044	$	(4,200	)

Revenue

Our revenue from operations for the year ended December 31, 2019, was $61,866. There was no reportable income for the year ended December 31, 2018. We began generating sales on October 23, 2019.

Cost of Goods Sold

Our cost of goods sold for the year ended December 31, 2019, was $51,554. The cost of goods for 2019 was 83.3% of the revenue generated. The costs of goods consisted of $42,959 in resale products, and $8,595 in commissions.

Gross Profit

Our gross profit for the year ended December 31, 2019, was $10,312. The gross profit represents approximately 16.7% as a percentage of total revenue.

Operating Expenses

Our operating expenses for the year ended December 31, 2019, was $7,268 compared to $4,200 for the year ended December 31, 2018. Our total operating expenses for the year ended December 31, 2019, of $7,268 consisted of $290 of selling, general and administrative expenses, professional fees of $4,200, and amortization expense of $2,778. Our total operating expenses for the year ended December 31, 2018 consisted of $4,200 in professional fees. Our general and administrative expenses consist of bank charges and other expenses.

Net Income/Loss

Our net loss for the year ended December 31, 2019, was $25,622 as compared to a net loss of $32,042 for the year ended December 31, 2018.

Liquidity and Capital Resources

Introduction

During the year ended December 31, 2019, we gained $11,652 in operating cash flows. Our cash on hand as of December 31, 2019 was $11,652.

Cash Requirements

We had cash available of $11,652 as of December 31, 2019. In 2019 we gained $11,652 in the operations of our business. While we managed to have a positive cash flow from operations, the interest is accruing on our outstanding debt. The company has relied upon the noteholders to allow the interest to accrue, and having the noteholders not make any calls on the due on demand convertible notes. Should the noteholders call in the due on demand notes we will be unable to meet these obligations.

22

Sources and Uses of Cash

Operations

We gained $12,239 in cash by operating activities for the year ended December 31, 2019. Net cash gained by operations consisted primarily of the net loss of $25,622 offset by non-cash expenses of $2,778 in amortization and $4 in imputed interest. Additionally, changes in assets and liabilities consisted of increases of $28,666 in accrued interest and $6,413 in accounts payable.

Financing

We had net cash used in financing activities of $557 for the year ended December 31, 2019. Our financing activities consisted of a decrease in convertible noted of $557 and $2,642 for the years ended December 31, 2019 and 2018, respectively.

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

Substantial positive and negative fluctuations can occur in our business due to a variety of factors, including fluctuations in the economy, and the ability to raise capital. In addition results of operations, which may fluctuate in the future, may be materially affected by many factors of a national and international nature, including economic and market conditions, currency values, inflation, the availability of capital, the level of volatility of interest rates, the valuation of security positions and investments and legislative and regulatory developments. Our results of operations also may be materially affected by competitive factors and our ability to attract and retain highly skilled individuals.

Our operating results and cash flows are presented for the three and nine months ended September 30, 2020 and 2019.

Operating Results

Our operating results for the three and nine months ended September 30, 2020 and 2019 are summarized as follows:

Statements of Operations
	For the three months ended						For the nine months ended
	September 30,						September 30,
	2020			2019			2020			2019
Revenue from services	$	50,454		$	-		$	119,128		$	-
Total cost of sales		36,699			-			89,619			-
Gross Loss		13,755			-			29,509			-
Total operating expenses		20,523			1,050			45,675			3,150
Net (loss) from operations		(6,768	)		(1,050	)		(16,166	)		(3,150	)

Revenue

Our revenue from operations for the three months ended September 30, 2020, was $50,454. There was no reportable income for the three months ended September 30, 2019.

Our revenue from operations for the nine months ended September 30, 2020, was $119,128. There was no reportable income for the nine months ended September 30, 2019.

Cost of Goods Sold

Our cost of goods sold for the three months ended September 30, 2020, was $36,699. The cost of goods for the three months ended September 30, 2020 was 72.7% of the revenue generated. The costs of goods consisted of $30,074 in resale products, $6,617 in commissions, and $8 in merchant fees.

Our cost of goods sold for the nine months ended September 30, 2020, was $89,619. The cost of goods for the nine months ended September 30, 2020 was 75.2% of the revenue generated. The costs of goods consisted of $69,280 in resale products, $20,331 in commissions, and $8 in merchant fees.

23

Gross Profit

Our gross profit for the three and nine months ended September 30, 2020, was $13,755 and $29,509, respectively. The gross profit for the three and nine months represents approximately 27.3% and 24.8%, respectively, as a percentage of total revenue.

Operating Expenses

Our operating expenses for the three months ended September 30, 2020, was $20,523 compared to $1,050 for the three months ended September 30, 2019. Our total operating expenses for the three months ended September 30, 2020, consisted of $797 of selling, general and administrative expenses, professional fees of $11,393, and amortization expense of $8,333. Our total operating expenses for the three months ended September 30, 2019 consisted of $1,050 in professional fees. Our general and administrative expenses consist of bank charges, office supplies, and other expenses.

Our operating expenses for the nine months ended September 30, 2020, was $45,675 compared to $3,150 for the nine months ended September 30, 2019. Our total operating expenses for the nine months ended September 30, 2020, consisted of $1,450 of selling, general and administrative expenses, professional fees of $19,225, and amortization expense of $25,000. Our total operating expenses for the nine months ended September 30, 2019 consisted of $3,150 in professional fees. Our general and administrative expenses consist of bank charges, office supplies, and other expenses.

Net Loss

Our net loss for the three and nine months ended September 30, 2020, was $6,768 and $16,166, respectively, as compared to the three and nine months ended September 30, 2019 of $1,050 and $3,150, respectively.

Liquidity and Capital Resources

Introduction

During the nine months ended September 30, 2020, we gained $5,019 in operating cash flows. Our cash on hand as of September 30, 2020 was $16,701.

Cash Requirements

We had cash available of $16,701 as of September 30, 2020. During the nine months ended September 30, 2020 we were cash flow positive when excluding accrued interest and amortization. While we managed to have a positive cash flow from operations, the interest is accruing on our outstanding debt. The company has relied upon the noteholders to allow the interest to accrue, and having the noteholders not make any calls on the due on demand convertible notes. Should the noteholders call in the due on demand notes we will be unable to meet these obligations.

Sources and Uses of Cash

Operations

We gained $5,019 in cash by operating activities for the nine months ended September 30, 2020. Net cash gained by operations consisted primarily of the net loss of $48,098 offset by non-cash expenses of $25,000 in amortization and $360 in imputed interest. Additionally, changes in assets and liabilities consisted of increases of $24,927 in accrued interest, $134 in deferred revenue, and $16,042 in reserves for settlements with a decrease of $13,346 in accounts payable.

Financing

While the net cash used in financing activities was $0 for the nine months ended September 30, 2020, we had a net increase of $29,000 in proceeds from the issuance of stock offset by a $29,000 reduction in convertible notes.

24

Off-Balance Sheet Arrangements

We have no 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 that is material to stockholders.

Item 3. Properties.

The Company has not current property.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The following table shows beneficial ownership of Global Warming Solutions, Inc.’s common stock, as of September 30, 2020, by:

· Each person or entity is known by GWSO to beneficially own more than 5% of the outstanding shares of GWSO’s common stock;

· 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. Percentage of beneficial ownership is based on 32,705,000 underlying shares of common stock.

Unless otherwise indicated, the address of each beneficial owner listed below is c/o Global Warming Solutions, Inc., 17891 McPhail Rd, Martintown, Ontario, KOC 1S0 Canada.

Beneficial Ownership
Name and Address of Beneficial Owner	Common Shares Owned		Total Shares Calculated as Percentage of Ownership
Validimir Vasilenko, Ph.D.		17,000,000		52.62	%
Paramount Trading Company		2,041,740		6.32	%
Artem Madatov		1,250,000		3.87	%

Item 5. Directors and Executive Officers.

The following table sets forth information concerning our executive officers and directors and their ages at September 30, 2020:

Name	Age	Position
Validimir Vasilenko, Ph.D.	56	CEO/CFO and Director
Artem Madatov	55	Chief Scientific Officer

Biographical Information For Vladimir Vasilenko

Vladimir Vasilenko was appointed as our President and Chief Executive Officer of Global Warming Solutions, Inc. in 2006. Dr. Vasilenko received a Master of Science degree in 1987 in Biology at St. Petersburg State University. He earned his Ph. D. in plant physiology from Lomonosov Moscow State University in 1992. Vladimir gained research experience at the Russian Academy of Sciences, within the Institute of Plant Physiology and the General Physics Institute. He discovered principles of action of near infrared light upon plants while working at the laboratory of Nobel Prize Laureate Alexander M. Prokhorov (1990-1998). As a research fellow, Vladimir supported the biological side of Prokhorov’s research initiatives related to the application of lasers in environmental technologies and plant agriculture. As a research associate in the Department of Environmental Biology at the University of Guelph in Ontario, Canada, Dr. Vasilenko became involved in a government funded research project called Tomatosphere. Dr. Vasilenko developed a treatment for tomato seeds and the objective was to see if the growth of the seedlings in outer space mirrored the growth of seedlings as observed by students across Canada who received both treated seeds and untreated seeds to carry out controls. Dr. Vasilenko presented seminars at NASA’s Kennedy Space Center seminars concerning the effects of light and plant growth substances on plants. In 2004, Dr. Vasilenko participated in the First World Conference on Organic Seed in Rome, Italy, sponsored by the Food Agricultural Organization (FAO) of the United Nations.

25

Biological Information For Artem Madatov

Artem Madatov was appointed as our Chief Scientist at “Global Warming Solutions”, Inc. in 2008. Mr. Madatov has been a private investor focusing on the technology of conversion of renewable energy and energy of carbonaceous wastes. Madatov has Ph.D. in chemical engineering, and more than 25 registered inventions. Mr. Madatov has 30 years’ experience in development, building and exploitation of chemical and energetical plants.

BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT

Our Board of Directors is primarily responsible for overseeing our risk management processes. The Board of Directors receives and reviews periodic reports from management, auditors, legal counsel, and others, as considered appropriate regarding the Company’s assessment of risks. The Board of Directors focuses on the most significant risks facing us and our general risk management strategy, and also ensures that risks undertaken by us are consistent with the Board of Directors’ appetite for risk. While the Board of Directors oversees the Company, our management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing the Company and that our board leadership structure supports this approach. With the absence of any independent directors, the roles of our management and directors are not clearly delineated.

Code of Ethics

We have not yet adopted a code of ethics that applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions since we have been focusing our efforts on growing our business and obtaining financing for our Company. We expect to adopt a code as we further develop our business.

Family Relationships

There are no family relationships between any of our directors or executive officers.

Committees of The Board of Directors

Due to our size, we have not formally designated a nominating committee, an audit committee, a compensation committee, or committees performing similar functions.

The Board currently acts as our audit committee. Since we are still a developing company, the Board of Directors is still in the process of finding an “audit committee financial expert” as defined in Regulation S-K.

Item 6. Executive Compensation.

EXECUTIVE COMPENSATION

The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during the nine months ended September 30, 2020 and the years ended December 31, 2019 and 2018 awarded to, earned by or paid to our executive officers.

Summary Compensation Table
Name and Principal Position	Year	Salary - $
Validimir Vasilenko, Ph.D., CEO, CFO, Director	2020		-
	2019		-
	2018		-
Artem Madatov, CSO	2020		-
	2019		-
	2018		-

Note: The officers and directors of the Company have received no compensation during the past five years. They have received no stock awards, bonuses, or option awards.

26

Employment Agreements with Executive Officers

We currently do not have employment agreements with the Executive Officers of the company. Management has received shares of the Company’s stock during their initial tenure with the Company. We expect to enter into long term contracts with management when we have adequate cashflow.

Item 7. Certain Relationships and Related Transactions, and Director Independence.

None

Item 8. Legal Proceedings.

None

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

We cannot predict the effect, if any, that market sales of shares of our common stock or the availability of shares of our common stock for sale will have on the market price of our common stock prevailing from time to time. Sales of substantial amounts of our common stock in the public market after this offering could adversely affect market prices prevailing from time to time and could impair our ability to raise capital through the sale of our equity securities.

Our common stock is quoted on OTCMarkets Pink Sheets under the symbol GWSO. The following table sets forth for the periods indicated the range of high and low bid quotations per share as reported by OTCMarkets Pink Sheets. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.

Period	High		Low
January 1, 2018 through March 31, 2018	$	0.006	$	0.003
April 1, 2018 through June 30, 2018		0.003		0.002
July 1, 2018 through September 30, 2018		0.002		0.002
October 1, 2018 through December 31, 2018		0.040		0.002
January 1, 2019 through March 31, 2019		0.007		0.002
April 1, 2019 through June 30, 2019		0.003		0.002
July 1, 2019 through September 30, 2019		0.011		0.003
October 1, 2019 through December 31, 2019		0.003		0.002
January 1, 2020 through March 31, 2020		0.010		0.005
April 1, 2020 through June 30, 2020		0.430		0.010
July 1, 2020 through September 30, 2020	$	0.449	$	0.196

The closing price of our common stock as reported on OTCMarkets Pink Sheets was $0.2305 on September 30, 2020.

27

Item 10. Recent Sales of Unregistered Securities.

In July 2020, Epic Industry Corp converted $14,500 owed to them by the Company into 1,450,000 shares of common stock. The conversion price was $0.01 per share.

In July 2020, Paul Rosenberg converted $14,500 owed to them by the Company into 1,450,000 shares of common stock. The conversion price was $0.01 per share.

In October 2020 the Company issued 200,000 shares of common stock to Svitlana Kondrikova and Victor Vasilenko which were sold under exemption from registration under Regulation D, Rule 506(c).

Item 11. Description of Registrant’s Securities to be Registered.

General

The following summary includes a description of material provisions of the Company’s capital stock.

Authorized Capital Stock

The authorized capital stock of the Company consists of 1,500,000,000 shares of Common Stock, par value $.0001 per share, (the "Common Stock"), of which there are 32,705,000 issued and outstanding. The following summarizes the important provisions of the Company’s capital stock.

Common Stock

Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available. In the event of a liquidation, dissolution or winding up of the company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities.

Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

Furnish the information required by Item 202 of Regulation S-K (§229.202 of this chapter). If the class of securities to be registered will trade in the form of American Depositary Receipts, furnish Item 202(f) disclosure for such American Depositary Receipts as well. 2

Item 12. Indemnification of Directors and Officers.

Under the Oklahoma General Corporation Law, we can indemnify our directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act. Our amended and restated articles of incorporation provide that, pursuant to Oklahoma law, our directors shall not be liable for monetary damages for breach of the directors’ fiduciary duty of care to us and our stockholders. This provision in the articles of incorporation does not eliminate the duty of care, and in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Oklahoma law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to us or our stockholders, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, for any transaction from which the director directly or indirectly derived an improper personal benefit, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Oklahoma law. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

Our bylaws, as amended, provide for the indemnification of our directors and officers to the fullest extent permitted by the Oklahoma General Corporation Law. We are not, however, required to indemnify any director or officer in connection with any (a) willful misconduct, (b) willful neglect, or (c) gross negligence toward or on behalf of us in the performance of his or her duties as a director or officer. We are required to advance, prior to the final disposition of any proceeding, promptly on request, all expenses incurred by any director or officer in connection with that proceeding on receipt of any undertaking by or on behalf of that director or officer to repay those amounts if it should be determined ultimately that he or she is not entitled to be indemnified under our bylaws or otherwise.

We have been advised that, in the opinion of the SEC, any indemnification for liabilities arising under the Securities Act is against public policy, as expressed in the Securities Act, and is, therefore, unenforceable.

28

Item 13. Financial Statements and Supplementary Data.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet	F-3
Statement of Operations	F-4
Statement of Stockholders' Equity	F-5
Statement of Cash Flows	F-6
Notes to Financial Statements	F-7

F-1

Report of The Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Global warming solutions, Inc.

Opinion on the Financial Statements

We have audited the accompanying the consolidated balance sheets of Global warming solutions Inc. and its subsidiaries (“the Company”) as of December 31, 2019 and 2018 and the related statements of operations, changes in stockholders’ deficit and cash flows, for each of the years then ended, and the related notes and schedules (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the two years in the period ended December 31 2019, in conformity with generally accepted accounting principles in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Going Concern

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, as of December 31, 2019, the Company suffered losses from operations in all years since inception and has a nominal working capital surplus. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Weinstein International CPA

We have served as the Company's auditor since 2020.

Tel Aviv, Israel

November 22, 2020

F-2

Global Warming Solutions, Inc.
Balance Sheet
ASSETS
	Year Ending December 31,
	2019			2018
Current Assets
Cash	$	11,682		$	-
Total current assets		11,682			-
Intangible assets, net		97,222			-
Total assets	$	108,904		$	-
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	24,123		$	17,710
Convertible Notes		531,309			403,200
Total current liabilities	$	555,432		$	420,910
Total Liabilities	$	555,432		$	420,910
Stockholders' equity
Common stock, $0.001 par value, voting; 1,500,000,000 shares Authorized; 29,405,000 shares issued and outstanding, as of December 31, 2019 and 2018, respectively.		29,405			29,405
Additional paid in capital		1,866,649			1,866,645
Accumulated deficit		(2,342,582	)		(2,316,960	)
Total stockholders' equity	$	(446,528	)	$	(420,910	)
Total liabilities and stockholders' equity	$	108,904		$	-
*See accompanying notes to audited consolidated financial statements.

F-3

Global Warming Solutions, Inc.
Statements of Operations
	For the years ending
	December 31,
	2019			2018
Revenue from services	$	61,866		$	-
Total cost of sales		51,554			-
Gross Loss		10,312			-
Selling, general, and administrative		290			-
Professional fees		4,200			4,200
Depreciation/Amortization		2,778			-
Total operating expenses		7,268			4,200
Net loss from operations		3,045			(4,200	)
Other income (expense)		(28,666	)		(27,842	)
Net (loss)	$	(25,622	)	$	(32,042	)
Basic and diluted (loss) per share:
Income(Loss) per share from continuing operations	$	0.00		$	(0.00	)
Income(Loss) per share - discontinued	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding - basic		29,405,000			29,405,000

*See accompanying notes to audited consolidated financial statements.

F-4

Global Warming Solutions, Inc.
Statements of Changes in Stockholders’ Equity
										Total
					Additional		Accumulated			Stockholders'
	Common Stock				Paid-in		Income			Equity
	Shares		Amount		Capital		(Deficit)			(Deficit)
Balance – December 31, 2017		29,405,000	$	29,405	$	1,866,645	$	(2,284,918	)	$	(388,868	)
Net loss		-		-		-		(32,042	)		(32,042	)
Balance – December 31, 2018		29,405,000	$	29,405	$	1,866,645	$	(2,316,960	)	$	(420,910	)
Imputed Interest						4					4
Net loss		-		-		-		(25,622	)		(25,622	)
Balance – December 31, 2019		29,405,000	$	29,405	$	1,866,649	$	(2,342,582	)	$	(446,528	)
*The accompanying notes are an integral part of these audited financial statements.

F-5

Global Warming Solutions, Inc.
Statements of Cash Flows
	For the years ending December 31,
	2019			2018
Cash flows from operating activities:
Net (Loss)	$	(25,622	)	$	(32,042	)
Adjustments to reconcile net loss to net Cash provided by (used in) operating activities:
Imputed Interest		4			-
Depreciation and amortization		2,778			-
Decrease (Increase) in:
Accounts payable		6,413			6,842
Accrued interest		28,666			27,842
Net cash used in operating activities	$	12,239		$	2,642
Cash flows from financing activities:
Convertible Notes		(557	)		(2,642	)
Proceeds from issuance of stock, net		-			-
Net cash provided by financing activities	$	(557	)	$	(2,642	)
Net change in cash		11,682			-
Cash at beginning of year		-			-
Cash as of December 31,	$	11,682		$	-
Supplemental Disclosure of Cash Flows Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash investing and financing activities:
Convertible note for intangible assets	$	100,000		$	-

*See accompanying notes to audited consolidated financial statements.

F-6

Global Warming Solutions, Inc.

Notes to Financial Statements

December 31, 2019

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

Global Warming Solutions, Inc. (“Company”) is an Oklahoma corporation headquartered in Canada that develops technologies that help mitigate global warming while maintaining a retail operation in CBD products. The Company was formerly known as Southern Investments, Inc., and was domiciled in Oklahoma. On April 15, 2007 the company changed its name to Global Warming Solutions, Inc., and moved its headquarters to the commonwealth of Canada.

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

On April 15, 2007, Southern Investments, Inc. acquired all of the issued and outstanding stock of Global Warming Technologies, Inc., an Oklahoma corporation, in exchange for 55,000,000 shares of Southern Investments, Inc. common stock. Following the acquisition, Southern Investments, Inc. changed its name to Global Warming Solutions, Inc and the Company implemented a 1 for 10 reverse stock split of the Company’s outstanding common stock that took effect on July 6, 2007.

On 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. The patent expired in March 2020 and the Company did not recognize any income from this patent acquisition.

On October 23, 2019 the Company acquired the domain name, “www.cbd.biz” and other intangible assets from Paul Rosenberg and Overwatch Partners, Inc., for $100,000.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates include revenue recognition; sales returns and other allowances; allowance for doubtful accounts; valuation of inventory; valuation and recoverability of long-lived assets; property and equipment; contingencies; and income taxes.

On a regular basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Revenue Recognition Policies

We earn revenue from the sale of products.

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

F-7

We determine revenue recognition through the following steps:

· identification of the contract, or contracts, with a customer;

· identification of the performance obligations in the contract;

· determination of the transaction price;

· allocation of the transaction price to the performance obligations in the contract; and

· recognition of revenue when, or as, we satisfy a performance obligation.

Concentration of Credit Risk and Significant Customers

Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable. The Company places its temporary cash investments with financial institutions insured by the FDIC. The Company has one primary customer that has accounted for 92% of its sales for the year ended December 31, 2019.

Concentrations of credit risk with respect to trade receivables and commodities are limited due to the diverse group of customers to whom the Company provides services to. The Company establishes an allowance for doubtful accounts when events and circumstances regarding the collectability of its receivables or the selling of its commodities warrant based upon factors such as the credit risk of specific customers, historical trends, other information and past bad debt history. The outstanding balances are stated net of an allowance for doubtful accounts.

Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may occasionally maintain amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high-quality financial institutions.

The Company had $0 in excess of federally insured limits on December 31, 2019, and December 31, 2018.

Cost of Goods Sold

The Company recognizes the direct cost of purchasing product for sale, including freight-in and packaging, as cost of goods sold in the accompanying statement of operations.

Accounts Receivable

The Company’s accounts receivable are trade accounts receivable. The Company recognized $0 as an uncollectable reserve for the years ending December 31, 2019 and 2018.

Income Taxes

Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Net Loss Per Share

The Company follows ASC Topic 260 – Earnings Per Share, and FASB 2015-06, Earnings Per Share to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

F-8

Basic net earnings (loss) per common share are computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares consist of Series A convertible preferred stock, convertible debentures, stock options and warrant common stock equivalent shares.

Warranties

Warranty reserves include management’s best estimate of the projected costs to repair or to replace any items under warranty, based on actual warranty experience as it becomes available and other known factors that may impact the Company’s evaluation of historical data. Management will review Redfern’s reserves at least quarterly, when they exist, to ensure that its accruals are adequate in meeting expected future warranty obligations, and the Company will adjust its estimates as needed. Initial warranty data can be limited early in the launch of a product and accordingly, the adjustments that are recorded may be material. As a result, the products that can be returned as a warranty replacement are extremely limited. As a result, due to the Company’s warranty policy, the Company did not have any significant warranty expenses to report for the years ended December 31, 2019 and 2018. Based on these actual expenses, the warranty reserve, as estimated by management as of December 31, 2019 and 2018 were at $0. Any adjustments to warranty reserves are to be recorded in cost of sales.

It is likely that as we start selling higher priced products, that are not affected by federal shipping laws and/or are not single use items, we will acquire additional information on the projected costs to service work under warranty and may need to make additional adjustments. Further, a small change in the Company’s warranty estimates may result in a material charge to the Company’s reported financial results.

Commitments and Contingencies

The Company reports and accounts for its commitments and contingencies in accordance with ASC 440 – Commitments and ASC 450 – Contingencies. We recognize a loss on a contingency when it is probable a loss will incur and that the amount of the loss can be reasonably estimated. As of December 31, 2019, and 2018, the Company recognized a loss on contingencies of $0 and $0, respectively.

Recent Accounting Pronouncements:

There have been no recent accounting pronouncements issued which are expected to have a material effect on the Company’s financial statements. Management continues to monitor and review recently issued accounting guidance upon issuance.

In June 2014, the FASB issued ASU No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard and will not report inception-to-date information.

On May 28, 2014, the FASB issued ASU No. 2015-08 a standard on recognition of revenue from contracts with customers (Topic 606). An issue discussed relates to when another party, along with the entity, is involved in providing a good or a service to a customer. In those circumstances, Topic 606 requires the entity to determine whether the nature of its promise is to provide that good or service to the customer (that is, the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (that is, the entity is an agent). This determination is based upon whether the entity controls the good or the service before it is transferred to the customer. Topic 606 includes indicators to assist in this evaluation. The Company evaluated all its contracts to determine if the Company was a principal or agent. The Company has determined it was the principal in all its contracts.

F-9

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) – Classification of Certain Cash Receipts and Cash Payments. This ASU provides clarification regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This ASU addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The issues addressed in this ASU that will affect us is classifying debt prepayments or debt extinguishment costs and contingent consideration payments made after a business combination. This update is effective for annual and interim periods beginning after December 15, 2017, and interim periods within that reporting period and is to be applied using a retrospective transition method to each period presented. Early adoption is permitted. The adoption of this ASU did not have a material impact on our condensed financial position, results of operations and related disclosures for the years ended December 31, 2019, and 2018.

In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. Current U.S. GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this update. The amendments in this update will align the presentation of deferred income tax assets and liabilities with International Financial Reporting Standards (IFRS) and are effective for fiscal years after December 15, 2016, including interim periods within those annual periods. The adoption of this ASU as of January 1, 2017 did not have a material impact on our condensed consolidated financial statements and related disclosures.

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new standard further requires new disclosures about contracts with customers, including the significant judgments the company has made when applying the guidance.

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” ASU 2014-15, which is effective for annual reporting periods ending after December 15, 2015, extends the responsibility for performing the going-concern assessment to management and contains guidance on how to perform a going-concern assessment and when going-concern disclosures would be required under GAAP. Management’s evaluations regarding the events and conditions that raise substantial doubt regarding our ability to continue as a going concern as discussed in the notes to our consolidated financial statements included elsewhere.

We have implemented all other new accounting pronouncements that are in effect and that may impact our financial statements and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our consolidated financial position or results of operations.

NOTE 3. GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has a limited history, no certainty of continuation can be stated. The accompanying financial statements for the years ended December 31, 2019 and 2018 have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company suffered losses from operations in all years since inception, and has a nominal working capital surplus, which raise substantial doubt about its ability to continue as a going concern.

F-10

Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty.

NOTE 4. BALANCE SHEET DETAILS

Intangible Assets

On October 23, 2019 the Company acquired the URL “www.cbd.biz” and certain other intangible assets consisting of trade secrets, brand recognition, and work product for $100,000. The company is currently amortizing this amount over a 36-month period, recognizing $2,778 in amortization per month.

Accounts Payable

The Company’s accounts payable is to a single vendor, Securities Transfer Corporation, the Company’s stock transfer agent. As of December 31, 2019, the Company continues to be charged $350 per month along with interest on the outstanding balance. See Note 6 – Subsequent Events.

Debt

The following table shows the debt owed by the Company:

Debt	2019		2018
Paul Rosenberg	$	358,224	$	292,500
Overwatch Partners, Inc.		50,625		-
Epic Industry Corp		122,460		110,700
	$	531,309	$	403,200

On December 11, 2012 the Company entered into a convertible promissory note with Paul Rosenberg in the amount of $144,000. An additional fee of $9,512 was added to the note in December 2017. The note accrued interest at 10% per year and may be convertible into common stock at $0.01 per share. The promissory note is due on demand. The balance due on this note as of December 31, 2019 was $244,800. An additional $62,100 of interest due on the promissory note of Valeriy Lobaryev was assigned to this note on September 18, 2018 bringing the total balance due to $306,900. The notes may be converted at any time at the discretion of the holder provided such conversion would not give the note holder or any affiliates more than 5% control of the Company.

On December 11, 2012 the Company entered into a convertible promissory note with Valeriy Lobaryev in the amount of $108,000. The note accrued interest at 10% per year and was convertible into common stock at $0.01 per share. The promissory note is due on demand. On December 13, 2013 Valeriy Lobaryev assigned his note to Paul Rosenberg. On September 18, 2018 Paul Rosenberg assigned this note to Epic Industry Corp. All interest earned until this date, in the amount of $62,100 was transferred to Paul Rosenberg convertible promissory note. The balance due on this note as of December 31, 2019 was $121,500. The notes may be converted at any time at the discretion of the holder provided such conversion would not give the note holder or any affiliates more than 5% control of the Company.

On October 23, 2019 the Company entered into a convertible promissory note with Paul Rosenberg and Overwatch Partners, Inc., in the amount of $50,000 each for a total of $100,000 which was for the acquisition of the URL “www.cbd.biz” and other various intangible assets. The note accrued interest at 10% per year and was convertible into common stock at $0.01 per share. The promissory notes are due in full on November 13, 2020. The notes may be converted at any time at the discretion of the holder provided such conversion would not give the note holder or any affiliates more than 5% control of the Company. The balance due on each note as of December 31, 2019 was $50,625 for a total amount owed of $101,250.

F-11

On October 23, 2019 the Company entered into a Line of Credit agreement with Paul Rosenberg and Epic Industry Corp. The Line of Credit agreement has a zero-interest rate but allows for the conversion of the debt into common stock of the Company at $0.01 per share. As of December 31, 2019, Paul Rosenberg has contributed $699 towards the line of credit and Epic Industry Corp has contributed $960 towards the line of credit.

NOTE 5. COMMITMENTS AND CONTINGENCIES

The Company has no commitments or contingencies for the year ended December 31, 2019 and 2018. See Subsequent Events for contingencies after December 31, 2019.

NOTE 6. ACQUISITIONS

On October 23, 2019, we acquired the domain “www.cbd.biz” and various other intangible assets from Paul Rosenberg and Overwatch Partners, Inc. The Company expects to continue to expend a significant amount of time and capital to further develop these assets.

We entered into a convertible promissory note of $50,000 with Paul Rosenberg and a convertible promissory note of $50,000 with Overwatch Partners, Inc., as a part of the purchase of these assets. The acquisition price was $100,000.

NOTE 7. SHAREHOLDERS’ EQUITY

As of December 31, 2019, the Company was authorized to issue 1,500,000,000 common shares at a par value of $0.001. As of December 31, 2019, the Company had issued and outstanding, 29,405,000 common shares.

NOTE 8. INCOME TAXES

The Company’s income tax expense for the periods presented in the statements of operations represents minimum Delaware franchise taxes. The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes were as follows:

	2020			2019
Statutory federal income tax rate		21.0	%		N/A
State income taxes, net of federal taxes		0.0	%		N/A
Effective income tax rate		0.0	%		0.0	%

The Company may not be able to utilize the net operating loss carry forwards for its U.S. income taxes in future periods should it experience a change in ownership as defined in Section 382 of the Internal Revenue Code (“IRC”). Under section 382, should the Company experience a more than 50% change in its ownership over a 3-year period, the Company would be limited based on a formula as defined in the IRC to the amount per year it could utilize in that year of the net operating loss carry forwards. Section 382 of the Internal Revenue Code (“IRC”) imposes limitations on the use of NOL’s and credits following changes in ownership as defined in the IRC. The limitation could reduce the amount of benefits that would be available to offset future taxable income each year, starting with the year of an ownership change. The Company has not completed the complex analysis required by the IRC to determine if an ownership change has occurred.

At the end of the fiscal year ending December 31, 2019, the Company had net operating loss carry forwards available to offset future taxable income of approximately $2,342,582. These carry forwards will begin to expire in the year ending December 31, 2034. Utilization of the net operating loss carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions.

The Company has not performed a change in ownership analysis, accordingly, some or all of its net operating loss carry forwards may not be available to offset future taxable income. Even if the loss carry forwards are available, they may be subject to substantial annual limitations resulting from ownership changes occurring after December 31, 2019, that could result in the expiration of the loss carry forwards before they are utilized.

F-12

The nature of the components of the deferred tax asset is entirely attributable to the Net operating loss carryforwards incurred by the Company less any permanent differences that maybe used in future years to offset future tax liabilities. We believe that it is more likely than not that the benefit from certain NOL carryforwards will not be realized. In recognition of this risk, we have provided a valuation allowance to offset the deferred tax assets relating to these NOL carryforwards

NOTE 9. SUBSEQUENT EVENTS

In June 2020, the Company entered into a settlement agreement with Securities Transfer Corporation. As part of the agreement, the Company was to be forgiven a portion of its outstanding balanced owed ($16,042) should it become current in its payments with the transfer company. The Company has a balance of $10,000 payment to become current and have the additional amount of $16,042 forgiven.

In July 2020, Paul Rosenberg and Epic Industry Corp each converted $14,500 of their interest due on the convertible promissory notes into 1,450,000 shares of common stock of the Company in accordance with the terms of their agreements.

In October 2020 the Company issued 200,000 shares of common stock to Svitlana Kondrikova and Victor Vasilenko for services rendered under exemption from registration under Regulation D, Rule 506(c).

F-13

INDEX TO COMPANY FINANCIAL REPORTS

Balance Sheet	F-15
Statement of Operations	F-16
Statement of Stockholders' Equity	F-17
Statement of Cash Flows	F-18
Notes to Financial Statements	F-19

F-14

Global Warming Solutions, Inc.
Balance Sheet
ASSETS
	For the nine			For the
	months ended			year ended
	30-Sep-20			Dec 31, 2019
Current Assets
Cash	$	16,701		$	11,682
Total current assets		16,701			11,682
Intangible assets, net		72,222			97,222
Total assets	$	88,923		$	108,904
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	10,777		$	24,123
Convertible Notes		527,236			531,309
Reserve for settlements		16,042			-
Deferred revenue		134			-
Total current liabilities	$	554,189		$	555,432
Total Liabilities	$	554,189		$	555,432
Stockholders' equity
Common stock, $0.001 par value, voting; 200,000,000 shares authorized; 32,305,000 shares issued and outstanding, as of September 31, 2020 and 2019, respectively.		32,305			29,405
Additional paid in capital		1,893,109			1,866,649
Accumulated deficit		(2,390,680	)		(2,342,582	)
Total stockholders' equity	$	(465,266	)	$	(446,528	)
Total liabilities and stockholders' equity	$	88,923		$	108,904
*See accompanying notes to unaudited consolidated financial statements.

F-15

Global Warming Solutions, Inc.
Statements of Operations
	For the three months ended						For the nine months ended
	September 30,						September 30,
	2020			2019			2020			2019
Revenue from services	$	50,454		$	-		$	119,128		$	-
Total cost of sales		36,699			-			89,619			-
Gross Loss		13,755			-			29,509			-
Selling, general, and administrative		797			-			1,450			-
Professional fees		11,393			1,050			19,225			3,150
Depreciation/Amortization		8,333			-			25,000			-
Total operating expenses		20,523			1,050			45,675			3,150
Net (loss) from operations		(6,768	)		(1,050	)		(16,166	)		(3,150	)
Other (expense)		(9,821	)		(7,207	)		(31,932	)		(21,158	)
Net (loss)	$	(16,589	)	$	(8,257	)	$	(48,098	)	$	(24,308	)
Basic and diluted (loss) per share:
Income(Loss) per share from continuing operations	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Income(Loss) per share - discontinued	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding - basic		32,305,000			29,405,000			30,371,667			29,405,000
*See accompanying notes to unaudited consolidated financial statements.

F-16

Global Warming Solutions, Inc.
Statements of Changes in Stockholders’ Equity for Nine Months Ended September 30, 2020
	Common Stock				Additional Paid-In		Accumulated Income			Total Stockholders’ Equity
	Shares		Amount		Capital		(Deficit)			(Deficit)
Balance – December 31, 2019		29,405,000	$	29,405	$	1,866,649	$	(2,342,582	)	$	(446,528	)
Imputed interest		-		-		360		-			360
Stock issued from convertible notes		2,900,000		2,900		26,100		-			29,000
Net loss		-		-		-		(48,098	)		(48,098	)
Balance – September 30, 2020		32,305,000	$	32,305	$	1,893,109	$	(2,390,680	)	$	(465,266	)

Global Warming Solutions, Inc.
Statements of Changes in Stockholders’ Equity for Nine Months Ended September 30, 2019
	Common Stock				Additional Paid-In		Accumulated Income			Total Stockholders’ Equity
	Shares		Amount		Capital		(Deficit)			(Deficit)
Balance – December 31, 2018		29,405,000	$	29,405	$	1,866,645	$	(2,316,960	)	$	(420,910	)
Net loss		-		-		-		(24,308	)		(24,308	)
Balance – September 30, 2019		29,405,000	$	29,405	$	1,866,645	$	(2,341,268	)	$	(445,218	)
*The accompanying notes are an integral part of these unaudited financial statements.

F-17

Global Warming Solutions, Inc.
Statements of Cash Flows for Nine Months Ended September 30,
	2020			2019
Cash flows from operating activities:
Net (Loss)	$	(48,098	)	$	(23,308	)
Adjustments to reconcile net loss to net Cash provided by (used in) operating activities:
Imputed Interest		360			-
Depreciation and amortization		25,000			-
Decrease (Increase) in:
Accounts payable		(13,346	)		3,150
Accrued interest		24,927			21,158
Deferred revenue		134			-
Reserve for settlements		16,042			-
Net cash used in operating activities	$	5,019		$	-
Cash flows from financing activities:
Convertible Notes		(29,000	)		-
Proceeds from issuance of stock, net		29,000			-
Net cash provided by financing activities	$	-		$	-
Net change in cash		5,019			-
Cash at beginning of year		11,682			-
Cash as of December 31,	$	16,701		$	-
Supplemental Disclosure of Cash Flows Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

*See accompanying notes to unaudited consolidated financial statements.

F-18

Global Warming Solutions, Inc.

Notes to Financial Statements

September 30, 2020

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

Global Warming Solutions, Inc. (“Company”) is an Oklahoma corporation headquartered in Canada that develops technologies that help mitigate global warming while maintaining a retail operation in CBD products. The Company was formerly known as Southern Investments, Inc., and was domiciled in Oklahoma. On April 15, 2007 the company changed its name to Global Warming Solutions, Inc., and moved its headquarters to the commonwealth of Canada.

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

On April 15, 2007, Southern Investments, Inc. acquired all of the issued and outstanding stock of Global Warming Technologies, Inc., an Oklahoma corporation, in exchange for 55,000,000 shares of Southern Investments, Inc. common stock. Following the acquisition, Southern Investments, Inc. changed its name to Global Warming Solutions, Inc and the Company implemented a 1 for 10 reverse stock split of the Company’s outstanding common stock that took effect on July 6, 2007.

On 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. The patent expired in March 2020 and the Company did not recognize any income from this patent acquisition.

On October 23, 2019 the Company acquired the domain name, ““www.cbd.biz”” and other intangible assets from Paul Rosenberg and Overwatch Partners, Inc., for $100,000.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates include revenue recognition; sales returns and other allowances; allowance for doubtful accounts; valuation of inventory; valuation and recoverability of long-lived assets; property and equipment; contingencies; and income taxes.

On a regular basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Revenue Recognition Policies

We earn revenue from the sale of products.

Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

F-19

We determine revenue recognition through the following steps:

· identification of the contract, or contracts, with a customer;

· identification of the performance obligations in the contract;

· determination of the transaction price;

· allocation of the transaction price to the performance obligations in the contract; and

· recognition of revenue when, or as, we satisfy a performance obligation.

Concentration of Credit Risk and Significant Customers

Financial instruments which potentially subject the Company to a concentration of credit risk consist principally of temporary cash investments and accounts receivable. The Company places its temporary cash investments with financial institutions insured by the FDIC. The Company has one primary customer that has accounted for 93% of its sales for the nine months ended September 30, 2020.

Concentrations of credit risk with respect to trade receivables and commodities are limited due to the diverse group of customers to whom the Company provides services to. The Company establishes an allowance for doubtful accounts when events and circumstances regarding the collectability of its receivables or the selling of its commodities warrant based upon factors such as the credit risk of specific customers, historical trends, other information and past bad debt history. The outstanding balances are stated net of an allowance for doubtful accounts.

Our cash balances are maintained in accounts held by major banks and financial institutions located in the United States. The Company may occasionally maintain amounts on deposit with a financial institution that are in excess of the federally insured limit of $250,000. The risk is managed by maintaining all deposits in high-quality financial institutions.

The Company had $0 in excess of federally insured limits on September 30, 2020, and September 30, 2019.

Cost of Goods Sold

The Company recognizes the direct cost of purchasing product for sale, including freight-in and packaging, as cost of goods sold in the accompanying statement of operations.

Accounts Receivable

The Company’s accounts receivable are trade accounts receivable. The Company recognized $0 as an uncollectable reserve for the nine months ending September 30, 2020 and 2019.

Income Taxes

Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Net Loss Per Share

The Company follows ASC Topic 260 – Earnings Per Share, and FASB 2015-06, Earnings Per Share to account for earnings per share. Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

F-20

Basic net earnings (loss) per common share are computed by dividing the net earnings (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share are computed using the weighted average number of common and dilutive common stock equivalent shares outstanding during the period. Dilutive common stock equivalent shares consist of Series A convertible preferred stock, convertible debentures, stock options and warrant common stock equivalent shares.

Warranties

Warranty reserves include management’s best estimate of the projected costs to repair or to replace any items under warranty, based on actual warranty experience as it becomes available and other known factors that may impact the Company’s evaluation of historical data. Management will review Redfern’s reserves at least quarterly, when they exist, to ensure that its accruals are adequate in meeting expected future warranty obligations, and the Company will adjust its estimates as needed. Initial warranty data can be limited early in the launch of a product and accordingly, the adjustments that are recorded may be material. As a result, the products that can be returned as a warranty replacement are extremely limited. As a result, due to the Company’s warranty policy, the Company did not have any significant warranty expenses to report for the nine months ended September 30, 2020 and 2019. Based on these actual expenses, the warranty reserve, as estimated by management as of September 30, 2020 and 2019 were at $0. Any adjustments to warranty reserves are to be recorded in cost of sales.

It is likely that as we start selling higher priced products, that are not affected by federal shipping laws and/or are not single use items, we will acquire additional information on the projected costs to service work under warranty and may need to make additional adjustments. Further, a small change in the Company’s warranty estimates may result in a material charge to the Company’s reported financial results.

Commitments and Contingencies

The Company reports and accounts for its commitments and contingencies in accordance with ASC 440 – Commitments and ASC 450 – Contingencies. We recognize a loss on a contingency when it is probable a loss will incur and that the amount of the loss can be reasonably estimated. As of December 31, 2019, and 2018, the Company recognized a loss on contingencies of $0 and $0, respectively.

Recent Accounting Pronouncements:

There have been no recent accounting pronouncements issued which are expected to have a material effect on the Company’s financial statements. Management continues to monitor and review recently issued accounting guidance upon issuance.

We have implemented all other new accounting pronouncements that are in effect and that may impact our financial statements and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our consolidated financial position or results of operations.

NOTE 3. GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. Because the business is new and has a limited history, no certainty of continuation can be stated. The accompanying financial statements for the nine months ended September 30, 2020 and 2019 have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company suffered losses from operations in all years since inception, and has a nominal working capital surplus, which raise substantial doubt about its ability to continue as a going concern.

Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty.

F-21

NOTE 4. BALANCE SHEET DETAILS

Intangible Assets

On October 23, 2019 the Company acquired the URL “www.cbd.biz” and certain other intangible assets consisting of trade secrets, brand recognition, and work product for $100,000. The company is currently amortizing this amount over a 36-month period, recognizing $2,778 in amortization per month. As of September 30, 2020, the value of this asset is $72,222.

Accounts Payable

The following chart is a breakdown of the Company’s accounts payable:

Accounts Payable
	As of			As of
	September 30,			December 31,
	2020			2019
Securities Transfer Corporation	$	26,406		$	24,123
Law Offices of Carl G Hawkins		413			-
Reserve for settlement		(16,042	)		-
	$	10,777		$	24,123

In June 2020 the Company entered into a settlement agreement with Securities Transfer Corporation. As part of the agreement, the Company was to be forgiven a portion of its outstanding balanced owed ($16,042) should it become current in its payments with the transfer company. The Company has a balance of $10,000 payment to become current and have the additional amount of $16,042 forgiven. As of September 30, 2020, the Company continues to be charged $237.50 per month along with interest on the outstanding balance.

Debt

The following table shows the debt owed by the Company:

Debt
	As of		As of
	September 30,		December 31,
	2020		2019
Paul Rosenberg	$	356,801	$	358,224
Overwatch Partners, Inc.		54,375		50,625
Epic Industry Corp		116,060		122,460
	$	527,236	$	531,309

On December 11, 2012 the Company entered into a convertible promissory note with Paul Rosenberg in the amount of $144,000. An additional fee of $9,512 was added to the note in December 2017. The note accrued interest at 10% per year and may be convertible into common stock at $0.01 per share. The promissory note is due on demand. In June 2020 Paul Rosenberg converted $14,500 of this note into common stock of the Company. The balance due on this note as of September 30, 2020 was $241,100. An additional $62,100 of interest due on the promissory note of Valeriy Lobaryev was assigned to this note on September 18, 2018 bringing the total balance due to $303,200. The notes may be converted at any time at the discretion of the holder provided such conversion would not give the note holder or any affiliates more than 5% control of the Company.

F-22

On December 11, 2012 the Company entered into a convertible promissory note with Valeriy Lobaryev in the amount of $108,000. The note accrued interest at 10% per year and was convertible into common stock at $0.01 per share. The promissory note is due on demand. On December 13, 2013 Valeriy Lobaryev assigned his note to Paul Rosenberg. On September 18, 2018 Paul Rosenberg assigned this note to Epic Industry Corp. All interest earned until this date, in the amount of $62,100 was transferred to Paul Rosenberg convertible promissory note. In July 2020 Epic Industry Corp converted $14,500 of this note into common stock of the Company. The balance due on this note as of September 30, 2020 was $115,100. The notes may be converted at any time at the discretion of the holder provided such conversion would not give the note holder or any affiliates more than 5% control of the Company.

On October 23, 2019 the Company entered into a convertible promissory note with Paul Rosenberg and Overwatch Partners, Inc., in the amount of $50,000 each for a total of $100,000 which was for the acquisition of the URL “www.cbd.biz” and other various intangible assets. The note accrued interest at 10% per year and was convertible into common stock at $0.01 per share. The promissory notes are due in full on November 13, 2020. The notes may be converted at any time at the discretion of the holder provided such conversion would not give the note holder or any affiliates more than 5% control of the Company. The balance due on each note as of September 30, 2020 was $54,375 for Epic Industry Corp and $53,601 for Paul Rosenberg as the Company paid $774 towards the interest on this note.

On October 23, 2019 the Company entered into a Line of Credit agreement with Paul Rosenberg and Epic Industry Corp. The Line of Credit agreement has a zero-interest rate but allows for the conversion of the debt into common stock of the Company at $0.01 per share. As of September 30, 2020, Paul Rosenberg had contributed $699 towards the line of credit but has been subsequently paid in full. Epic Industry Corp has contributed $960 towards the line of credit. The Line of Credit has been terminated and the balance due to Epic Industry must be paid by November 13, 2020.

NOTE 5. COMMITMENTS AND CONTINGENCIES

The Company has a contingency of a reduction of $16,042 in accounts payable owed to Securities Transfer Corporation should it become current in its accounts payable by making a $10,000 payment.

NOTE 6. ACQUISITIONS

On October 23, 2019, we acquired the domain “www.cbd.biz” and various other intangible assets from Paul Rosenberg and Overwatch Partners, Inc. The Company expects to continue to expend a significant amount of time and capital to further develop these assets.

We entered into a convertible promissory note of $50,000 with Paul Rosenberg and a convertible promissory note of $50,000 with Overwatch Partners, Inc., as a part of the purchase of these assets. The acquisition price was $100,000.

NOTE 7. SHAREHOLDERS’ EQUITY

As of September 30, 2020, the Company was authorized to issue 1,500,000,000 common shares at a par value of $0.001. As of September 30, 2020, the Company had issued and outstanding, 32,305,000 common shares.

In July 2020 two noteholders each converted $14,500 of the outstanding debt the Company owed them into common shares of stock under the terms and conditions outlined in their agreements, which call for a conversion rate of $0.01 per share. Each noteholder was issued 1,450,000 shares for a total of 2,900,000 shares of common stock issued in July 2020.

NOTE 8. SUBSEQUENT EVENTS

In October 2020 the Company issued 200,000 shares of common stock to Svitlana Kondrikova and Victor Vasilenko for services rendered under exemption from registration under Regulation D, Rule 506(c).

F-23

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None

Item 15. Financial Statements and Exhibits.

Audited Consolidated Financial Statements for the Years Ending January 31, 2020 and 2019

Interim Consolidated Financial Statements for the Three and Nine Months Ending October 31, 2020

3.1	Articles of Incorporation
3.2	Bylaws
3.3	Amended Certificate of Incorporation
3.4	Amended Articles of Incorporation 2020
10.1	Debenture – Paul Rosenberg
10.2	Debenture – Valeriy Lobaryev
10.3	Assignment of Debenture
10.4	Second Assignment of Debenture
10.5	Debenture – Overwatch Partners, Inc.
10.6	Debenture – Paul Rosenberg #2
10.7	Conversion of Debt – Rosenberg
10.8	Conversion of Debt – Overwatch Partners
10.9	Conversion of Debt – Epic Industry
16.1	Certification of Auditors

29

UNDERTAKINGS

The undersigned registrant hereby undertakes that:

(A)Each undersigned registrant hereby undertakes:

1.To file, during any period in which sales or offers are being made, a post-effective amendment to this registration statement:

a.To include any prospectus required by Section 10(a)(3) of the Securities Act;

b.To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

c.To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrants pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

2.That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

3.To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4.That, for the purpose of determining liability under the Securities Act to any purchaser:

a.Each prospectus filed by the registrants pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

b.Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

5.That, for the purpose of determining liability of a registrant under the Securities Act to any purchaser in the initial distribution of the securities:

a.Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of a registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

b.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of any registrant pursuant to the foregoing provisions, or otherwise, each registrant has 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 the event that a claim for indemnification against such liabilities (other than the payment by any registrant of expenses incurred or paid by a director, officer or controlling person of any registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Martintown, Ontario, Canada, on January 14, 2021.

	GLOBAL WARMING SOLUTIONS, INC. (Registrant)
Dated: January 14, 2021	/s/ Vladimir Vasilenko
	Vladimir Vasilenko
	President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this S-1 Form registration statement has been signed by the following persons in the capacities and on the dates indicated.

Dated: January 14, 2021	/s/ Vladimir Vasilenko
	Vladimir Vasilenko
	President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director (Principal Executive Officer)

Dated: January 14, 2021	/s/ Vladimir Vasilenko
	Vladimir Vasilenko
	President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director (Principal Accounting Officer)

31

EX-3.1

EXHIBIT 3.1

 

 

 

 

EX-3.2

EXHIBIT 3.2

 

 

 

 

 

 

 

 

 

EX-3.3

EXHIBIT 3.3

 

EX-3.4

EXHIBIT 3.4

AMENDMENT AND RESTATED CERTIFICATE

of the

ARTICLES OF INCORPORATION

OF

GLOBAL WARMING SOLUTIONS, INC.

1. This Amendment and Restated Certificate of the Articles of Incorporation of Global Warming Solutions, Inc., (the “Company”) originally filed with the State of Oklahoma under the name of Southern Investments, Inc., on March 30, 1999, as amended on April 15, 2007 is filed with the Secretary of State of the State of Oklahoma on 8th day of December 2020. This Amendment and Restated Certificate of the Articles of Incorporation were adopted by the Board of Directors of the Company, pursuant to unanimous written consent of the directors of the Company on December 7, 2020, and by majority consent of the Company’s shareholders on November 15, 2020, and in accordance with the laws of the State of Oklahoma.

2. These Articles of Amendment were adopted by the Board of Directors of the Company with shareholder approval. The majority vote by which the stockholders holding shares in the corporation voted in favor, through written consent, of the amendment.

3. The Articles of Incorporation are hereby amended by replacing, in its entirety, the following Amended Articles of Incorporation, to read as follows:

ARTICLE ONE

The name of the corporation shall be Global Warming Solutions, Inc.

ARTICLE TWO

The registered address of the corporation shall be National Registered Agents, Inc., of Oklahoma, 115 Southwest 89th Street, Oklahoma City, OK 73139. The registered agent shall be the National Registered Agents, Inc., of Oklahoma.

ARTICLE THREE

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of the state of Oklahoma.

ARTICLE FOUR

STOCK

The total number of shares of all classes of stock that the Corporation shall have the authority to issue consists of:

(a)	One Billion Five Hundred Million (1,500,000,000) shares of Common Stock, par value $0.001 per share;
(b)	Twenty Million (20,000,000) Series A Preferred Stock, par value $0.0001 per share;
(c)	Ten Million (10,000,000) Series B Preferred Stock, par value $0.0001 per share;
(d)	One Hundred Million (100,000,000) shares of “blank check preferred stock” par value $0.0001 per share;

1

The designations, powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations and restrictions thereof in respect of the Common Stock, the Series A Preferred Stock, the Series B Preferred Stock, and the Blank Check Preferred Stock are as follows:

A. COMMON STOCK

1. Voting. Except as otherwise expressly provided by law, and subject to the voting rights provided to the holders of Preferred Stock by this Certificate of Incorporation, the Common Stock shall have exclusive voting rights on all matters requiring a vote of stockholders, voting together with the holders of Preferred Stock, as one class.

2. Other Rights. Each share of Common Stock issued and outstanding shall be identical in all respects one with the other, and no dividends shall be paid on any shares of Common Stock unless the same is paid on all shares of Common Stock outstanding at the time of such payment. Except for and subject to those rights expressly granted to the holders of the Preferred Stock, or except as may be provided by the laws of the State of Oklahoma, the holders of Common Stock shall have exclusively all other rights of stockholders.

B. SERIES A PREFERRED STOCK

Preferred Stock of the Company, to be named "Series A Preferred Stock", consisting of 20,000,000 shares and shall have the following designations, powers, preferences and relative and other special rights and the following qualifications, limitations and restrictions:

1. Designation and Rank. The designation of such series of the Preferred Stock shall be the Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"). The maximum number of shares of Series A Preferred Stock shall be 20,000,000. The Series A Preferred Stock shall rank senior to the Company's common stock, par value $0.0001 per share (the "Common Stock"), and to all other classes and series of equity securities of the Company which by their terms do not rank senior to the Series A Preferred Stock ("Junior Stock"). The Series A Preferred Stock shall be subordinate to and rank junior to all indebtedness of the Company now or hereafter outstanding.

2. Dividends. No dividend shall be declared or paid on the Series A Preferred Stock.

3. Voting Rights. Except as otherwise provided herein or by law, the shares of the Series A Preferred Stock shall be entitled to vote with the shares of the Corporation’s Common Stock at any annual or special meeting of the stockholders of the Corporation. Each share of Series A Preferred Stock shall be entitled to vote those number of shares equal to one hundred (100) times the amount of the Series A Preferred Stock held by the individual. The individual, through the ownership of this Series A Preferred Stock, has the voting power to act on behalf of the Corporation, to call a special meeting of the shareholders, to remove and/or replace the Board of Directors or management or any individual members thereof in the event that one or more of the foregoing has done, or failed to do, anything which, in his sole judgment, will materially and adversely impact the business of the Corporation in any manner whatsoever, including, but not limited to, any violations of any state or federal securities laws, or any action which could cause the bankruptcy, dissolution, or other termination of the Corporation. In no event will the ombudsman have the right or power to participate in the normal and usual daily operations of the Corporation.

4. Notices. Any notice required by the provisions hereof to be given to the holders of shares of the Series A Preferred Stock shall be deemed given when deposited in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Corporation.

5. Conversion .

a) Conversions at Option of Holder. Each share of Series A Preferred Stock shall be convertible, at the discretion of Holders into ten (10) shares of Common Stock of the Holders of the Series A Preferred Stock shall effect conversions by providing the Corporation with the form of conversion notice. The Notice of Conversion shall specify the number of shares of Series A Preferred Stock to be converted, the number of shares of Series A Preferred Stock owned prior to the conversion at issue, and the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Notice of Conversion to the Corporation by facsimile (the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions, as the case may be, of shares of Series A Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing such shares of Series A so converted, in which case the Holder shall deliver the certificate representing such share of Series A Preferred Stock promptly following the Conversion Date at issue. Shares of Series A Preferred Stock converted or redeemed in accordance with the terms hereof shall be canceled and may not be reissued.

2

b) Mechanics of Conversion

i. Delivery of Certificate Upon Conversion. Not later than three Trading Days after each Conversion Date (the “Share Delivery Date”), the Corporation shall deliver to the Holder (A) a certificate or certificates which, after the Effective Date, representing the number of shares of Common Stock being acquired upon the conversion of shares of Series A Preferred Stock, and (B) a bank check in the amount of accrued and unpaid dividends (if the Corporation has elected or is required to pay accrued dividends in cash. If in the case of any Notice of Conversion such certificate or certificates are not delivered to or as directed by the applicable Holder by the third Trading Day after the Conversion Date, the Holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt of such certificate or certificates thereafter, to rescind such conversion, in which event the Corporation shall immediately return the certificates representing the shares of Series A Preferred Stock tendered for conversion.

ii. Obligation Absolute. The Corporation’s obligations to issue and deliver the Conversion Shares upon conversion of Series A Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to the Holder in connection with the issuance of such Conversion Shares.

iii. Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of the Series A Preferred Stock and payment of dividends on the Series A Preferred Stock, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holders, not less than such number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of herein) upon the conversion of all outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, non-assessable.

iv. Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of the Series A Preferred Stock shall be made without charge to the Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of such shares of Series A Preferred Stock so converted and the Corporation shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

c) Stock Dividends and Stock Splits. If the Corporation, at any time while the Series A Preferred Stock is outstanding: (A) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation pursuant to this Series A Preferred Stock), (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of capital stock of the Corporation, then the Conversion Price shall be multiplied by a fraction of which the numerator event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.

3

d) Pro Rata Distributions. If the Corporation, at any time while Series A Preferred Stock is outstanding, shall distribute to all holders of Common Stock (and not to Holders) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then in each such case the Conversion Price shall be determined by multiplying such Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holders of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

e) Calculations. All calculations under this Section shall be made to the nearest cent or the nearest 1/100^th of a share, as the case may be. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation, and the description of any such shares of Common Stock shall be considered on issue or sale of Common Stock. For purposes of this Section 6, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f) Notice to Holders; Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any of this Section, the Corporation shall promptly mail to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

6. Lost or Stolen Certificates. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing the shares of Series A Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking by the holder to the Company and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided, however, the Company shall not be obligated to re-issue Preferred Stock Certificates if the holder contemporaneously requests the Company to convert such shares of Series A Preferred Stock into Common Stock.

7. Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designation shall be cumulative and in addition to all other remedies available under this Certificate of Designation, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a holder's right to pursue actual damages for any failure by the Company to comply with the terms of this Certificate of Designation. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holders of the Series A Preferred Stock and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holders of the Series A Preferred Stock shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

8. Specific Shall Not Limit General; Construction. No specific provision contained in this Certificate of Designation shall limit or modify any more general provision contained herein. This Certificate of Designation shall be deemed to be jointly drafted by the Company and all initial purchasers of the Series A Preferred Stock and shall not be construed against any person as the drafter hereof.

4

9. Failure or Indulgence Not Waiver. No failure or delay on the part of a holder of Series A Preferred Stock in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

C. Series B CONVERTIBLE PREFERRED STOCK.

Preferred Stock of the Company, to be named "Series B Preferred Stock", consisting of 1,500,000 shares and shall have the following designations, powers, preferences and relative and other special rights and the following qualifications, limitations and restrictions:

1. Designation and Rank. The designation of such series of the Preferred Stock shall be the Series B Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"). The maximum number of shares of Series B Preferred Stock shall be 10,000,000. The Series B Preferred Stock shall rank senior to the Company's common stock, par value $0.0001 per share (the "Common Stock"), and junior to all other classes and series of equity securities of the Company which by their terms rank senior to the Series B Preferred Stock ("Junior Stock"). The Series B Preferred Stock shall be subordinate to and rank junior to all indebtedness of the Company now or hereafter outstanding.

2. Dividends. No dividend shall be declared or paid on the Series A Preferred Stock.

3. Voting Rights. Except as otherwise provided herein or by law, the shares of the Series B Preferred Stock shall be entitled to vote with the shares of the Corporation’s Common Stock at any annual or special meeting of the stockholders of the Corporation. Each share of Series B Preferred Stock shall be entitled to vote those number of shares equal to ten (10) votes for each share of Series B Preferred Stock held by the individual.

4. Notices. Any notice required by the provisions hereof to be given to the holders of shares of the Series A Preferred Stock shall be deemed given when deposited in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of the Corporation.

5. Conversion .

a) Conversions at Option of Holder. Each share of Series B Preferred Stock shall be convertible, at the discretion of Holders, after twenty four months of ownership, into ten (10) share of Common Stock. The holders of the Series B Preferred Stock shall effect conversions by providing the Corporation with a form of conversion notice. The Notice of Conversion shall specify the number of shares of Series B Preferred Stock to be converted, the number of shares of Series B Preferred Stock owned prior to the conversion at issue, and the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Notice of Conversion to the Corporation by facsimile (the “Conversion Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation is deemed delivered hereunder. The calculations and entries set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error. To effect conversions, as the case may be, of shares of Series B Preferred Stock, a Holder shall not be required to surrender the certificate(s) representing such shares of Series B Preferred Stock to the Corporation unless all of the shares of Series B Preferred Stock represented thereby are so converted, in which case the Holder shall deliver the certificate representing such share of Series B Preferred Stock promptly following the Conversion Date at issue. Shares of Series B Preferred Stock converted or redeemed in accordance with the terms hereof shall be canceled and may not be reissued.

b) Mechanics of Conversion

i. Delivery of Certificate Upon Conversion. Not later than three Trading Days after each Conversion Date (the “Share Delivery Date”), the Corporation shall deliver to the Holder (A) a certificate or certificates which, after the Effective Date, representing the number of shares of Common Stock being acquired upon the conversion of shares of Series B Preferred Stock, and (B) a bank ch eck in the amount of accrued and unpaid dividends (if the Corporation has elected or is required to pay accrued dividends in cash. If in the case of any Notice of Conversion such certificate or certificates are not delivered to or as directed by the applicable Holder by the third Trading Day after the Conversion Date, the Holder shall be entitled to elect by written notice to the Corporation at any time on or before its receipt of such certificate or certificates representing the shares of Series B Preferred Stock tendered for conversion.

5

ii. Obligation Absolute. The Corporation’s obligations to issue and deliver the Conversion Shares upon conversion of Series B Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by the Holder or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to the Holder in connection with the issuance of such Conversion Shares.

iii. Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of the Series B Preferred Stock and payment of dividends on the Series B Preferred Stock, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holders, not less than such number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of herein) upon the conversion of all outstanding shares of Series B Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, non- assessable.

iv. Transfer Taxes. The issuance of certificates for shares of the Common Stock on conversion of the Series B Preferred Stock shall be made without charge to the Holders thereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of such shares of Series B Preferred Stock so converted and the Corporation shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

c) Stock Dividends and Stock Splits. If the Corporation, at any time while the Series B Preferred Stock is outstanding: (A) shall pay a stock dividend or otherwise make a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation pursuant to this Series B Preferred Stock), (B) subdivide outstanding shares of Common Stock into a larger number of shares, (C) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (D) issue by reclassification of shares of the Common Stock any shares of capital stock of the Corporation, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding before such event and of which the denominator shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.

d) Pro Rata Distributions. If the Corporation, at any time while Series B Preferred Stock is outstanding, shall distribute to all holders of Common Stock (and not to Holders) evidences of its indebtedness or assets or rights or warrants to subscribe for or purchase any security, then in each such case the Conversion Price shall be determined by multiplying such Conversion Price in effect immediately prior to the record date fixed for determination of stockholders entitled to receive such distribution by a fraction of which the denominator shall be the VWAP determined as of the record date mentioned above, and of which the numerator shall be such VWAP on such record date less the then fair market value at such record date of the portion of such assets or evidence of indebtedness so distributed applicable to one outstanding share of the Common Stock as determined by the Board of Directors in good faith. In either case the adjustments shall be described in a statement provided to the Holders of the portion of assets or evidences of indebtedness so distributed or such subscription rights applicable to one share of Common Stock. Such adjustment shall be made whenever any such distribution is made and shall become effective immediately after the record date mentioned above.

6

e) Calculations. All calculations under this Section shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Corporation, and the description of any such shares of Common Stock shall be considered on issue or sale of Common Stock. For purposes of this Section 6, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f) Notice to Holders; Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any of this Section, the Corporation shall promptly mail to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

6. Lost or Stolen Certificates. Upon receipt by the Company of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any Preferred Stock Certificates representing the shares of Series B Preferred Stock, and, in the case of loss, theft or destruction, of any indemnification undertaking by the holder to the Company and, in the case of mutilation, upon surrender and cancellation of the Preferred Stock Certificate(s), the Company shall execute and deliver new preferred stock certificate(s) of like tenor and date; provided, however, the Company shall not be obligated to re-issue Preferred Stock Certificates if the holder contemporaneously requests the Company to convert such shares of Series B Preferred Stock into Common Stock.

7. Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designation shall be cumulative and in addition to all other remedies available under this Certificate of Designation, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit a holder's right to pursue actual damages for any failure by the Company to comply with the terms of this Certificate of Designation. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the holder thereof and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the holders of the Series B Preferred Stock and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holders of the Series B Preferred Stock shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

8. Specific Shall Not Limit General; Construction. No specific provision contained in this Certificate of Designation shall limit or modify any more general provision contained herein. This Certificate of Designation shall be deemed to be jointly drafted by the Company and all initial purchasers of the Series B Preferred Stock and shall not be construed against any person as the drafter hereof.

9. Failure or Indulgence Not Waiver. No failure or delay on the part of a holder of Series B Preferred Stock in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

10. No Preemptive Rights. No holder of the Series B Preferred shall be entitled as of right to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class, but all such new or additional shares of any class or bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares may be issued and disposed of by the Board of Directors on such terms and for such consideration (to the extent permitted by law), and to such person or persons as the Board of Directors in their absolute discretion may deem advisable.

7

11. Legends. Any certificate evidencing the Series B Preferred Stock and the securities issued upon conversion of the Series B Preferred Stock shall bear legends in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD, OR TRANSFERRED FOR VALUE WITHOUT EITHER REGISTRATION UNDER THOSE LAWS OR THE FURNISHING OF AN OPINION OF COUNSEL SATISFACTORY TO COUNSEL FOR THE COMPANY THAT TO DO SO WOULD NOT VIOLATE THE REGISTRATION PROVISIONS OF SUCH LAWS.”

D. BLANK CHECK PREFERRED STOCK

Preferred Stock of the Company, to be named "Blank Check Preferred Stock", consisting of 100,000,000 shares and shall have the following designations, powers, preferences and relative and other special rights and the following qualifications, limitations and restrictions:

1. Issuance. The blank check preferred stock may be issued from time to time in one or more series. Subject to the limitations set forth herein and any limitations prescribed by law, the Board of Directors is expressly authorized, prior to issuance of any series of blank check preferred stock, to fix by resolution or resolutions providing for the issue of any series the number of shares included in such series and the designations, relative powers, preferences and rights, and the qualifications, limitations, and restrictions of such series. Pursuant to the foregoing general authority vested in the Board of Directors, but not in the limitations of the powers conferred on the Board of Directors thereby and by the laws of the State of Oklahoma, the Board of Directors is expressly authorized to determine with respect to each series of blank check preferred stock:

a) The designation or designations of such series and the number of shares (which number from time to time may be decreased by the Board of Directors, but not below the number of shares then outstanding, or may be increased by the Board of Directors unless otherwise provided in creating such series) constituting such series;

b) The rate or amount and times at which, and the preferences and conditions under which, dividends shall be payable on shares of such series, the status of such dividends as cumulative or noncumulative, the date or dates from which dividends, if cumulative, shall accumulate, and the status of such shares as participating or nonparticipating after the payment of dividends as to which such shares are entitled to any preference;

c) The rights and preferences, if any, of the holders of shares of such series upon the liquidation, dissolution or winding up of the affairs of, or upon any distribution of the assets of the Corporation, which amount may vary depending upon whether such liquidation, dissolution or winding up is voluntary or involuntary and, if voluntary, may vary at different dates, and the status of the shares of such series as participating or nonparticipating after the satisfaction of any such rights and preferences;

d) The full or limited voting rights, if any, to be provided for shares of such series, in addition to the voting rights applied by law;

e) The times, terms, and conditions, if any, upon which shares of such series shall be subject to redemption, including the amount the holders of shares of such series shall be entitled to receive upon redemption (which amount may vary under different conditions or at different redemption rates) and the amount, terms, conditions and manner of operation of any purchase, retirement or sinking fund to be provided for the shares of such series;

f) The rights, if any, of holders of shares of such series to convert such shares into, or to exchange such shares for, shares of any other class or classes or of any other series of the same class, the prices or rates of conversion or exchange, and adjustments thereto, and any other terms and conditions applicable to such conversion or exchange;

g) The limitations, if any, applicable while such series is outstanding on the payment of dividends or making of distributions on, or the acquisition or redemption of, Common Stock or any other class of shares of such series either as to dividends or upon liquidation, to the shares of such series;

h) The conditions or restrictions, if any, upon the issue of any additional shares (including additional shares of such series or any other series or of any other class) ranking on a party with or prior to the shares of such series either as to dividends or upon liquidation; and

i) Any other relative powers, preferences and participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of shares of such series; in each case, so far as not inconsistent with the provisions of this Certificate of Incorporation or the General Corporation Law of the State of Oklahoma as then in effect.

8

ARTICLE FIVE

DIRECTORS

The number of directors of the Corporation shall be fixed in the manner determined by unanimous consent of the then current Board of Directors or by majority consent of the shareholders. The election of directors of the Corporation need not be by ballot unless the By-laws so require. The board of directors shall be set to three members. The then current Board of Directors may fill any vacate positions of the Board of Directors by unanimous consent.

ARTICLE SIX

LIMITATION ON LIABILITY

A director and/or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts of omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, or (iii) for any transaction from which the director derived any improper personal benefit. Liability of a director and/or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the laws of the state of Oklahoma, as so amended.

Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE SEVEN

POWERS OF BOARD OF DIRECTORS

For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders, it is further provided:

1. In furtherance and not in limitation of the powers conferred by the laws of the State of Oklahoma, the Board of Directors is expressly authorized and empowered:

1.1	To make, alter, amend or repeal the By-laws in any manner not inconsistent with the laws of the State of Oklahoma or this Certificate of Incorporation;
1.2	Without the assent or vote of the stockholders, to authorize and issue securities and obligations of the Corporation, secured or unsecured, and to include therein such provisions as to redemption, conversion or other terms thereof as the Board of Directors in its Sole discretion may determine, and to authorize the mortgaging or pledging, as security thereof, of any property of the Corporation, real or personal, including after-acquired property;
1.3	To determine whether any, and if any, what part, of the net profits of the Corporation or of its surplus shall be declared in dividends and paid to the stockholders, and to direct and determine the use and disposition of any such net profits or such surplus; and
1.4	To fix from time to time the amount of net profits of the Corporation or of its surplus to be reserved as working capital or for any other lawful purpose.

9

In addition to the powers and authorities herein or by statute expressly conferred upon it, the Board of Directors may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject nevertheless, to the provisions of the laws of the State of Oklahoma, of this Certificate of Incorporation, and of the By-laws of the Corporation.

2.	Any director or any officer elected or appointed by the stockholders or by the Board of Directors may be removed at any time by two-thirds majority vote of the then current Board of Directors or by majority vote of the shareholders of the Corporation.
3.	From time to time any of the provisions of this Certificate of Incorporation may be altered, amended or repealed, and other provisions authorized by the laws of the State of Oklahoma by unanimous consent of the Board of Directors or by majority vote of the stockholders of the Corporation.

ARTICLE EIGHT

WRITTEN CONSENT

All actions which may be taken by vote of the Board of Directors or the shareholders may be taken by written consent, so long as the written consent carries the total votes necessary to approve any action as specified by the Articles of Incorporation or the Company’s Bylaws.

10

EX-10.1

EXHIBIT 10.1

 

 

 

 

EX-10.2

EXHIBIT 10.2

 

 

 

 

EX-10.3

EXHIBIT 10.3

DEBENTURE ASSIGNMENT 

ASSIGNMENT made as of December 17, 2013 by Valeriy Lobaryev, an individual residing in Ukraine (“Assignor”), to Paul Rosenberg, a Virginia resident (“Assignee”).

Assignor is the holder of a convertible debenture with Global Warming Solutions, Inc., an Oklahoma company, entered into on December 11, 2012 in the amount of $108,000 with an annual 10% interest rate, which may be convertible into stock of Global Warming Solutions, Inc., at the rate of $0.01 per share. Maximum Exercise. The Creditor shall not be entitled to convert the outstanding balance owed, or portion thereof, in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Creditor and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of the convertible debenture with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial ownership by the Creditor and its affiliates of more than 4.99% of the outstanding shares of Common Stock on such date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Assignee shall not be limited to aggregate exercises which would result in the issuance of more than 4.99%. The restriction described in this paragraph may be revoked upon sixty-one (61) days prior notice from the Company to the Creditor.

The Assignor is the sole holder of the debenture, and in accordance with Section 4.06 of the debenture desires to assign the debenture and all accrued interest to the Assignee.

The Assignee wishes to acquire ownership and interest in the debenture.

Now therefore, for the good and valuable consideration of $10, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor hereby assigns to the Assignee all of Assignor's interest in said debenture.

In witness whereof the Assignor has executed this instrument.

//Valeriy Lobaryev//

Valeriy Lobaryev

EX-10.4

EXHIBIT 10.4

DEBENTURE ASSIGNMENT

ASSIGNMENT made as of September 18, 2018 by Paul Rosenberg, an individual residing in the state of Virginia (“Assignor”), to Epic Industry Corp., a company registered in the state of Florida (“Assignee”).

Assignor is the holder of a convertible debenture with Global Warming Solutions, Inc., an Oklahoma company, entered into on December 11, 2012 by in the amount of $108,000 with an annual 10% interest rate, originally in the name of Valeriy Lobaryev, who assigned to Paul Rosenberg on December 17, 2013, which may be convertible into stock of Global Warming Solutions, Inc., at the rate of $0.01 per share.

The Assignor is the sole holder of the debenture, and in accordance with Section 4.06 of the debenture desires to assign the debenture the Assignee.

The Assignee wishes to acquire all ownership of the debenture. All accrued interest earned through September 18, 2018 shall remain with the Assignor and shall not transfer to Assignee. Assignee shall be entitled to all interest owed on the debenture effective September 18, 2018.

Maximum Exercise. The Assignee shall not be entitled to convert this convertible debenture, in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Assignee and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of the convertible debenture with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial ownership by the Assignee and its affiliates of more than 4.99% of the outstanding shares of Common Stock on such date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Assignee shall not be limited to aggregate exercises which would result in the issuance of more than 4.99%. The restriction described in this paragraph may be revoked upon sixty-one (61) days prior notice from the Company to the Assignee.

Now therefore, for the good and valuable consideration of $10, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor hereby assigns to the Assignee all of Assignor's interest in said debenture.

In witness whereof the Assignor has executed this instrument.

By:	//Paul Rosenberg//
	Paul Rosenberg

EX-10.5

  EXHIBIT 10.5

THIS DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE “SECURITIES”, HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES EXCHANCE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FORM REGISTRATION UNDER REGULATION AND/OR REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE“RESTRICTED” AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATIONS PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT. PURSUANT TO REGULATIONS AND/OR REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING WITH SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.

DEBENTURE

GLOBAL WARMING SOLUTIONS, INC.

Convertible Debenture

$ 50,000.00      Due on DEMAND

This Debenture, dated effective October 23, 2019 is issued by Global Warming Solutions, Inc., an Oklahoma Corporation (the “Company”) to Overwatch Partners, Inc., a Florida corporation, or its assignees (the “Holder”) pursuant to exemptions from registration under the Securities Act of 1933, as amended.

ARTICLE I

SECTION 1.01 PRINCIPAL & INTEREST: For value received, the Company hereby promises to pay to the order of Holder in lawful money of the United States of America and in immediately available funds the principal sum of Fifty Thousand dollars ($50,000.00), together with interest on the unpaid principal of this Debenture at the rate of ten percent (10%) per year (computed on the basis of the 365-day year and the actual days elapsed) from the date of the date of this Debenture until paid. At the Holder’s option, as expressly limited in Section 1.02 herein, the entire principal amount and all accrued interest shall be either (a) paid to the Holder on or before the due date of this Debenture or (b) converted in accordance with Section 1.02 herein.

SECTION 1.02 OPTIONAL CONVERSION: The Holder is entitled, at its sole option, to convert, in whole or in part, at any time and from time to time, until payments in full of this Debenture, all or any part of the principal amount of this Debenture, plus accrued interest, into shares (the “Conversion Shares”) of the Company’s common stock (the “Common Stock”). The conversion shall be at a conversion price of $ 0.01 per share. To convert this Debenture, the Holder shall deliver written notice (the “Conversion Notice”) thereof, such Conversion Notice containing such information necessary including amount of conversion and number of shares, to the Company. The date upon which the conversion shall be effective (the “Conversion Date”) shall be deemed to be the date set forth in the Conversion Notice. The Conversion Shares shall be delivered to the Holder at the address indicated herein. Maximum Exercise. The Creditor shall not be entitled to convert the outstanding balance owed, or portion thereof, in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Creditor and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of the convertible debenture with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial ownership by the Creditor and its affiliates of more than 4.99% of the outstanding shares of Common Stock on such date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Assignee shall not be limited to aggregate exercises which would result in the issuance of more than 4.99%. The restriction described in this paragraph may be revoked upon sixty-one (61) days prior notice from the Company to the Creditor.

1

SECTION 1.03 RESERVATION OF COMMON STOCK: The Company shall reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of this Debenture, such number of shares of Common Stock as shall from time to time be sufficient to effect such conversion, based on the Conversion

SECTION 1.04 INTEREST PAYMENTS: The interest so payable will be paid at the time of the maturity of conversion to the person in whose name this Debenture is registered or such other individual or entity to whom this Debenture is assigned pursuant to the terms contained herein. At the time such interest is payable, the Holder, in its sole discretion, may elect to receive the interest in cash or in the form of Common Stock. If paid in Common Stock, the amount of stock to be issued shall be calculated in accordance with the formula and procedure set forth in Section 1.02 above.

SECTION 1.05 SUBORDINATED NATURE OF DEBENTURE: This Debenture and all payments hereon, including principal or interest, shall be subordinated and junior in right of payment to all accounts payable of the Company incurred in the ordinary course of business and/or bank debt of the Company.

SECTION 1.06 ADJUSTMENTS TO CONVERSION PRICE: If the Company, at any time while any portion of the principal amount due under this Note is outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of it’s Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, or (b) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number shares, then the Conversion price (as defined in Section 1.02) shall not be adjusted. If, however, the Company, at any time while any portion of the principal amount due under this Note is outstanding, shall (a) subdivide outstanding shares of Common Stock into a larger of shares, or (b) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Conversion price (as defined in Section 1.02) shall be adjusted upward so that the percentage of the issued and outstanding shares to which the Holder of this Note is entitled upon to convert shall be the same as it existed prior to such event.

SECTION 1.07. ORIGIN OF THE DEBT. The obligation which is the subject of this Debenture stems from sale of the url www.cbd.biz, and all the assets associated with VitaCig to the Company for $100,000.

2

SECTION 1.08 RESTRICTIONS ON CONVERSION. It is agreed and understood among the parties that prior to any conversion of any portion of the principal or interest into common shares of stock in the Company, the Company shall first issue a Resolution of the Board of Directors authorizing each such conversion. The Transfer Agent for the Company shall not be required to issue any shares in response to a request for conversion unless and until the Board of Directors tenders the required resolution authorizing the issuance. The Company agrees that it shall not unreasonably deny a request for such a resolution. The Holder shall not be entitled to convert the outstanding balance owed, or portion thereof, in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of the convertible debenture with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock on such date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Assignee shall not be limited to aggregate exercises which would result in the issuance of more than 4.99%. The restriction described in this paragraph may be revoked upon sixty-one (61) days prior notice from the Company to the Holder.

SECTION 1.09 RIGHT OF REDEMPTION: The Company shall have the right to redeem, with ninety (90) business days advance written notice to the Holder, any or all outstanding Debenture remaining in its sole discretion (“Right of Redemption”). The redemption price shall be equal to 100% of the face amount of the Debenture redeemed plus all accrued interest (“Redemption Price”). Provided however that the holder shall have the right, during said ninety (90) day period, to convert the debt and interest into stock in accordance with the provisions of 1.02 herein.

ARTICLE II

SECTION 2.01 AMENDMENTS AND WAIVE OF DEFAULT: The Debenture may be amended solely with the consent of parties hereto.

ARTICLE III

SECTION 3.01 EVENTS OF DEFAULT: An Event of Default is defined as follows: (a) failure by the Company to pay amounts due hereunder within fifteen (15) days of demand; (b) failure by the Company for thirty (30) days after notice to it to comply with any of its other agreements in the Debenture; (c) events of bankruptcy or insolvency; (d) a breach by the Company of its obligations under the Registration Rights Agreement which is not cured by the Company within ten (10) days after receipt of written notice thereof. The Holder may not enforce the Debenture except as provided herein.

SECTION 3.02 FAILURE TO ISSUE UNRESTRICTED COMMON STOCK: As indicated above, a failure to honor a Notice of Conversion shall be considered an Event of Default . The Company acknowledges that failure to honor a Notice of Conversion shall cause hardship to the Holder and that therefore the Holder shall be entitled to equitable relief, including specific performance should a Notice of Conversion not be honored.

3

ARTICLE IV

SECTION 4.01 NOTICE: Notices regarding this Debenture shall be sent to the parties at the addresses provided from time to time, in writing to the other parties.

SECTION 4.02 GOVERNING LAW: This Debenture shall be deemed to be made under and shall be construed in accordance with the laws of the State of Florida without giving effect to the principals of conflict of the laws thereof. Each of the parties consents to the jurisdiction of the U.S. District Court sitting in the Northern District of the State of Florida or the state courts of St. John’s County of the State of Florida in connection with any dispute arising under this Debenture and hereby waives, to the maximum extent permitted by law, any objection, including the objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions.

SECTION 4.03 SEVERABILITY: The invalidity of any of the provisions of this Debenture shall not invalidate or otherwise affect any of the other provisions of this Debenture, which shall remain in full force effect.

SECTION 4.04 ENTIRE AGREEMENT & AMENDMENTS: This Debenture represents the entire agreement between the parties hereto with respect to the subject matter hereof and there are no representations, warranties or commitments, except as set forth herein. This Debenture may be amended only by an instrument in writing executed by the parties hereto.

SECTION 4.05 COUNTERPARTS: This Debenture may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed of constitute and instrument.

SECTION 4.06 ASSIGNMENT & CONVEYANCE: Given the unique nature of the Company, this Debenture shall not be assigned or conveyed, (except in conjunction with the sale or transfer of all or substantially all of the assets of the Company) by the Company, without the express written consent of the Holder. The Holder, upon written notice to the Company, shall have right to assign or convey this Debenture to a third party or parties, in one or multiple parts, in the Holder’s sole discretion.

IN WITNESS THEREOF, for good and valuable consideration, the adequacy of which is acknowledged by the parties and with the intent to be legally bound hereby, the Company has executed this Debenture as of the date first written above.

4

GLOBAL WARMING SOLUTIONS INC.  (“COMPANY”)
By:	/s/ Vladimir Vasilenko
Name:	Vladimir Vasilenko
Title:	President & CEO
ACCEPTED AND AGREED: OVERWATCH PARTNERS, INC.  (“HOLDER”)
By:	/s/ Michael W Hawkins
Name:	Michael W Hawkins
Title:	President

5

EX-10.6

EXHIBIT 10.6

THIS DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE “SECURITIES”, HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES EXCHANCE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED PURSUANT TO A SAFE HARBOR FORM REGISTRATION UNDER REGULATION AND/OR REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE“RESTRICTED” AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATIONS PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT. PURSUANT TO REGULATIONS AND/OR REGULATION D OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING WITH SECURITIES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.

DEBENTURE 

GLOBAL WARMING SOLUTIONS, INC.

Convertible Debenture

$ 50,000.00 Due on DEMAND

This Debenture, dated effective October 23, 2019 is issued by Global Warming Solutions, Inc., an Oklahoma Corporation (the “Company”) to Paul Rosenberg, a Florida resident, or its assignees (the “Holder”) pursuant to exemptions from registration under the Securities Act of 1933, as amended.

ARTICLE I

SECTION 1.01 PRINCIPAL & INTEREST: For value received, the Company hereby promises to pay to the order of Holder in lawful money of the United States of America and in immediately available funds the principal sum of Fifty Thousand dollars ($50,000.00), together with interest on the unpaid principal of this Debenture at the rate of ten percent (10%) per year (computed on the basis of the 365-day year and the actual days elapsed) from the date of the date of this Debenture until paid. At the Holder’s option, as expressly limited in Section 1.02 herein, the entire principal amount and all accrued interest shall be either (a) paid to the Holder on or before the due date of this Debenture or (b) converted in accordance with Section 1.02 herein.

SECTION 1.02 OPTIONAL CONVERSION: The Holder is entitled, at its sole option, to convert, in whole or in part, at any time and from time to time, until payments in full of this Debenture, all or any part of the principal amount of this Debenture, plus accrued interest, into shares (the “Conversion Shares”) of the Company’s common stock (the “Common Stock”). The conversion shall be at a conversion price of $ 0.01 per share. To convert this Debenture, the Holder shall deliver written notice (the “Conversion Notice”) thereof, such Conversion Notice containing such information necessary including amount of conversion and number of shares, to the Company. The date upon which the conversion shall be effective (the “Conversion Date”) shall be deemed to be the date set forth in the Conversion Notice. The Conversion Shares shall be delivered to the Holder at the address indicated herein. Maximum Exercise. The Creditor shall not be entitled to convert the outstanding balance owed, or portion thereof, in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Creditor and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of the convertible debenture with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial ownership by the Creditor and its affiliates of more than 4.99% of the outstanding shares of Common Stock on such date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Assignee shall not be limited to aggregate exercises which would result in the issuance of more than 4.99%. The restriction described in this paragraph may be revoked upon sixty-one (61) days prior notice from the Company to the Creditor.

1

SECTION 1.03 RESERVATION OF COMMON STOCK: The Company shall reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of this Debenture, such number of shares of Common Stock as shall from time to time be sufficient to effect such conversion, based on the Conversion

SECTION 1.04 INTEREST PAYMENTS: The interest so payable will be paid at the time of the maturity of conversion to the person in whose name this Debenture is registered or such other individual or entity to whom this Debenture is assigned pursuant to the terms contained herein. At the time such interest is payable, the Holder, in its sole discretion, may elect to receive the interest in cash or in the form of Common Stock. If paid in Common Stock, the amount of stock to be issued shall be calculated in accordance with the formula and procedure set forth in Section 1.02 above.

SECTION 1.05 SUBORDINATED NATURE OF DEBENTURE: This Debenture and all payments hereon, including principal or interest, shall be subordinated and junior in right of payment to all accounts payable of the Company incurred in the ordinary course of business and/or bank debt of the Company.

SECTION 1.06 ADJUSTMENTS TO CONVERSION PRICE: If the Company, at any time while any portion of the principal amount due under this Note is outstanding, (a) shall pay a stock dividend or otherwise make a distribution or distributions on shares of it’s Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock, or (b) combine (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number shares, then the Conversion price (as defined in Section 1.02) shall not be adjusted. If, however, the Company, at any time while any portion of the principal amount due under this Note is outstanding, shall (a) subdivide outstanding shares of Common Stock into a larger of shares, or (b) issue by reclassification of shares of the Common Stock any shares of capital stock of the Company, then the Conversion price (as defined in Section 1.02) shall be adjusted upward so that the percentage of the issued and outstanding shares to which the Holder of this Note is entitled upon to convert shall be the same as it existed prior to such event.

SECTION 1.07. ORIGIN OF THE DEBT. The obligation which is the subject of this Debenture stems from sale of the url www.cbd.biz, and all the assets associated with VitaCig to the Company for $100,000.

SECTION 1.08 RESTRICTIONS ON CONVERSION. It is agreed and understood among the parties that prior to any conversion of any portion of the principal or interest into common shares of stock in the Company, the Company shall first issue a Resolution of the Board of Directors authorizing each such conversion. The Transfer Agent for the Company shall not be required to issue any shares in response to a request for conversion unless and until the Board of Directors tenders the required resolution authorizing the issuance. The Company agrees that it shall not unreasonably deny a request for such a resolution. The Holder shall not be entitled to convert the outstanding balance owed, or portion thereof, in connection with that number of shares of Common Stock which would be in excess of the sum of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on an exercise date, and (ii) the number of shares of Common Stock issuable upon the exercise of the convertible debenture with respect to which the determination of this limitation is being made on an exercise date, which would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock on such date. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject to the foregoing, the Assignee shall not be limited to aggregate exercises which would result in the issuance of more than 4.99%. The restriction described in this paragraph may be revoked upon sixty-one (61) days prior notice from the Company to the Holder.

2

SECTION 1.09 RIGHT OF REDEMPTION: The Company shall have the right to redeem, with ninety (90) business days advance written notice to the Holder, any or all outstanding Debenture remaining in its sole discretion (“Right of Redemption”). The redemption price shall be equal to 100% of the face amount of the Debenture redeemed plus all accrued interest (“Redemption Price”). Provided however that the holder shall have the right, during said ninety (90) day period, to convert the debt and interest into stock in accordance with the provisions of 1.02 herein.

ARTICLE II

SECTION 2.01 AMENDMENTS AND WAIVE OF DEFAULT: The Debenture may be amended solely with the consent of parties hereto.

ARTICLE III

SECTION 3.01 EVENTS OF DEFAULT: An Event of Default is defined as follows: (a) failure by the Company to pay amounts due hereunder within fifteen (15) days of demand; (b) failure by the Company for thirty (30) days after notice to it to comply with any of its other agreements in the Debenture; (c) events of bankruptcy or insolvency; (d) a breach by the Company of its obligations under the Registration Rights Agreement which is not cured by the Company within ten (10) days after receipt of written notice thereof. The Holder may not enforce the Debenture except as provided herein.

SECTION 3.02 FAILURE TO ISSUE UNRESTRICTED COMMON STOCK: As indicated above, a failure to honor a Notice of Conversion shall be considered an Event of Default . The Company acknowledges that failure to honor a Notice of Conversion shall cause hardship to the Holder and that therefore the Holder shall be entitled to equitable relief, including specific performance should a Notice of Conversion not be honored. .

3

ARTICLE IV

SECTION 4.01 NOTICE: Notices regarding this Debenture shall be sent to the parties at the addresses provided from time to time, in writing to the other parties.

SECTION 4.02 GOVERNING LAW: This Debenture shall be deemed to be made under and shall be construed in accordance with the laws of the State of Florida without giving effect to the principals of conflict of the laws thereof. Each of the parties consents to the jurisdiction of the U.S. District Court sitting in the Northern District of the State of Florida or the state courts of St. John’s County of the State of Florida in connection with any dispute arising under this Debenture and hereby waives, to the maximum extent permitted by law, any objection, including the objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions.

SECTION 4.03 SEVERABILITY: The invalidity of any of the provisions of this Debenture shall not invalidate or otherwise affect any of the other provisions of this Debenture, which shall remain in full force effect.

SECTION 4.04 ENTIRE AGREEMENT & AMENDMENTS: This Debenture represents the entire agreement between the parties hereto with respect to the subject matter hereof and there are no representations, warranties or commitments, except as set forth herein. This Debenture may be amended only by an instrument in writing executed by the parties hereto.

SECTION 4.05 COUNTERPARTS: This Debenture may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed of constitute and instrument.

SECTION 4.06 ASSIGNMENT & CONVEYANCE: Given the unique nature of the Company, this Debenture shall not be assigned or conveyed, (except in conjunction with the sale or transfer of all or substantially all of the assets of the Company) by the Company, without the express written consent of the Holder. The Holder, upon written notice to the Company, shall have right to assign or convey this Debenture to a third party or parties, in one or multiple parts, in the Holder’s sole discretion.

IN WITNESS THEREOF, for good and valuable consideration, the adequacy of which is acknowledged by the parties and with the intent to be legally bound hereby, the Company has executed this Debenture as of the date first written above.

GLOBAL WARMING SOLUTIONS INC. (“COMPANY”)
By:	/s/ Vladimir Vasilenko
Name:	Vladimir Vasilenko
Title:	President & CEO
ACCEPTED AND AGREED:
PAUL ROSENBERG (“HOLDER”)
By:	/s/ Paul Rosenberg
Name:	Paul Rosenberg

4

EX-10.7

EXHIBIT 10.7

CONVERSION AGREEMENT

This Conversion Agreement (this “Agreement”) is made and entered into as of December 5, 2020, between Global Warming Solutions, Inc., an Oklahoma corporation, (“GWSO”), and the undersigned holder (“Holder”) of debt of GWSO’s.

RECITALS

WHEREAS, the debt of $360,095 held by Holder are convertible into shares of GWSO’s common stock, $0.0001 par value per share (the “Common Stock”), at the option of Holder, pursuant to, and subject to the limitations set forth in the convertible promissory note, as amended in this conversion agreement, of common stock of GWSO;

WHEREAS, Holder and GWSO desire to enter into this Agreement to provide for the conversion of $360,095 owed by OBITX to Holder into 155,885 shares of common stock of GWSO;

AGREEMENT

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Election to Convert.

(a)	Holder hereby elects to convert the debt owed by GWSO in the amount of $350,095 into 155,885 shares of Common Stock.
(b)	The conversion of debt hereby shall be effective upon the date of execution of this Agreement (the “Effective Date”).

2.	Consideration. Holder shall relinquish all rights and privileges afforded them under the convertible promissory note, specifically the conversion rate of $0.01 in exchange for 1,000,000 shares and the amount owed of $360,095, in exchange for 155,885 shares of common stock of GWSO.
3.	Issuance of Common Stock.

(a) GWSO shall cause to be issued and delivered to Holder, in book form, the shares of Common Stock issuable upon conversion of the debt being converted hereby as soon as practicable after the Effective Date.

4. Free of Restriction of Securities.

(a) Holder hereby understands, acknowledges and agrees that the shares of Common Stock issuable upon conversion of the debt held by Holder being converted hereby shall constitute “restricted securities” within the meaning of the Securities Act of 1933, as amended. GWSO and the Holder further acknowledges, that the original date of the obligation is older than 2 years and upon receipt of legal opinion shall remove such restrictions without delay .

5. Further Assurances.

(a)	GWSO agrees that it will make, execute and deliver any and all such other instruments, instructions, and documents, and will do and perform any and all such further acts as shall become necessary, proper or convenient to carry out or effectuate the respective covenants, promises and undertakings set forth herein.
(b)	Holder agrees to make, execute and deliver any and all such other instruments, instructions, and documents and, will do and perform any and all such further acts as shall become necessary, proper or convenient to carry out or effectuate the respective covenants, promises and undertakings set forth herein.

1

6. Enforceability.

(a) If and to the extent any provision herein is held invalid or unenforceable at law, then such provision will be deemed stricken from this Agreement and the remainder of the Agreement will continue in effect and be valid and enforceable to the fullest extent permitted by law.

7. Governing Law.

(a) This Agreement shall be deemed executed in the State of Florida and is to be governed by and construed under Florida law, without regard to its choice of law provisions.

8. Entire Agreement.

(a)	This Agreement is the entire agreement between Holder and GWSO and may not be modified or amended except by a written instrument signed by each of Holder and GWSO. Holder and GWSO have read this Agreement, understand it, and agree to be bound by its terms and conditions.
(b)	There are no understandings with respect to the subject matter hereof, express or implied, that are not stated herein. This Agreement may be executed in counterparts, and signatures exchanged by facsimile or other electronic means are effective for all purposes hereunder to the same extent as original signatures.
	IN WITNESS WHEREOF, each of the parties hereto has executed and delivered this Agreement or caused this Agreement to be executed and delivered by its duly authorized representative, all as of the day and year first written above.

GLOBAL WARMING SOLUTIONS, INC.

/s/ Vladimir Vasilenko

Vladimir Vasilenko

CEO/CFO

/s/ Paul Rosenberg

Paul Rosenberg

2

EX-10.8

EXHIBIT 10.8

CONVERSION AGREEMENT

This Conversion Agreement (this “Agreement”) is made and entered into as of December 5, 2020, between Global Warming Solutions, Inc., an Oklahoma corporation, (“GWSO”), and the undersigned holder (“Holder”) of debt of GWSO’s.

RECITALS

WHEREAS, the debt of $55,208 held by Holder are convertible into shares of GWSO’s common stock, $0.0001 par value per share (the “Common Stock”), at the option of Holder, pursuant to, and subject to the limitations set forth in the convertible promissory note, as amended in this conversion agreement, of common stock of GWSO;

WHEREAS, Holder and GWSO desire to enter into this Agreement to provide for the conversion of $55,208 owed by OBITX to Holder into 23,899 shares of common stock of GWSO;

AGREEMENT

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is here by acknowledged, the parties hereto hereby agree as follows:

1. Election to Convert.

(a)	Holder hereby elects to convert the debt owed by GWSO in the amount of $55,208 into 23,899 shares of Common Stock.
(b)	The conversion of debt hereby shall be effective upon the date of execution of this Agreement (the “Effective Date”).

2.	Consideration. Holder shall relinquish all rights and privileges afforded them under the convertible promissory note, specifically the conversion rate of $0.01 in exchange for 500,000 shares and the amount owed of $55,208, in exchange for 23,899 shares of common stock of GWSO.
3.	Issuance of Common Stock.

(a) GWSO shall cause to be issued and delivered to Holder, in book form, the shares of Common Stock issuable upon conversion of the debt being converted hereby as soon as practicable after the Effective Date.

4. Free of Restriction of Securities.

(a) Holder hereby understands, acknowledges and agrees that the shares of Common Stock issuable upon conversion of the debt held by Holder being converted hereby shall constitute “restricted securities” within the meaning of the Securities Act of 1933, as amended. GWSO and the Holder further acknowledges, that the original date of the obligation is older than 2 years and upon receipt of legal opinion shall remove such restrictions without delay .

5. Further Assurances.

(a)	GWSO agrees that it will make, execute and deliver any and all such other instruments, instructions, and documents, and will do and perform any and all such further acts as shall become necessary, proper or convenient to carry out or effectuate the respective covenants, promises and undertakings set forth herein.
(b)	Holder agrees to make, execute and deliver any and all such other instruments, instructions, and documents and, will do and perform any and all such further acts as shall become necessary, proper or convenient to carry out or effectuate the respective covenants, promises and undertakings set forth herein.

1

6. Enforceability.

(a) If and to the extent any provision herein is held invalid or unenforceable at law, then such provision will be deemed stricken from this Agreement and the remainder of the Agreement will continue in effect and be valid and enforceable to the fullest extent permitted by law.

7. Governing Law.

(a) This Agreement shall be deemed executed in the State of Florida and is to be governed by and construed under Florida law, without regard to its choice of law provisions.

8. Entire Agreement.

(a)	This Agreement is the entire agreement between Holder and GWSO and may not be modified or amended except by a written instrument signed by each of Holder and GWSO. Holder and GWSO have read this Agreement, understand it, and agree to be bound by its terms and conditions.
(b)	There are no understandings with respect to the subject matter hereof, express or implied, that are not stated herein. This Agreement may be executed in counterparts, and signatures exchanged by facsimile or other electronic means are effective for all purposes hereunder to the same extent as original signatures.
	IN WITNESS WHEREOF, each of the parties hereto has executed and delivered this Agreement or caused this Agreement to be executed and delivered by its duly authorized representative, all as of the day and year first written above.

GLOBAL WARMING SOLUTIONS, INC.

/s/ Vladimir Vasilenko

Vladimir Vasilenko

CEO/CFO

OVERWATCH PARTNERS, INC.

/s/ Michael Hawkins

Michael Hawkins

CFO

2

EX-10.9

EXHIBIT 10.9

CONVERSION AGREEMENT

This Conversion Agreement (this “Agreement”) is made and entered into as of December 5, 2020, between Global Warming Solutions, Inc., an Oklahoma corporation, (“GWSO”), and the undersigned holder (“Holder”) of debt of GWSO’s.

RECITALS

WHEREAS, the debt of $116,900 held by Holder are convertible into shares of GWSO’s common stock, $0.0001 par value per share (the “Common Stock”), at the option of Holder, pursuant to, and subject to the limitations set forth in the convertible promissory note, as amended in this conversion agreement, of common stock of GWSO;

WHEREAS, Holder and GWSO desire to enter into this Agreement to provide for the conversion of $116,900 owed by OBITX to Holder into 50,606 shares of common stock of GWSO;

AGREEMENT

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Election to Convert.

(a)	Holder hereby elects to convert the debt owed by GWSO in the amount of $116,900 into 50,606 shares of Common Stock.
(b)	The conversion of debt hereby shall be effective upon the date of execution of this Agreement (the “Effective Date”).

2.	Consideration. Holder shall relinquish all rights and privileges afforded them under the convertible promissory note, specifically the conversion rate of $0.01 in exchange for 500,000 shares and the amount owed of $116,900, in exchange for 50,606 shares of common stock of GWSO.
3.	Issuance of Common Stock.

(a) GWSO shall cause to be issued and delivered to Holder, in book form, the shares of Common Stock issuable upon conversion of the debt being converted hereby as soon as practicable after the Effective Date.

4. Free of Restriction of Securities.

(a) Holder hereby understands, acknowledges and agrees that the shares of Common Stock issuable upon conversion of the debt held by Holder being converted hereby shall constitute “restricted securities” within the meaning of the Securities Act of 1933, as amended. GWSO and the Holder further acknowledges, that the original date of the obligation is older than 2 years and upon receipt of legal opinion shall remove such restrictions without delay .

5. Further Assurances.

(a)	GWSO agrees that it will make, execute and deliver any and all such other instruments, instructions, and documents, and will do and perform any and all such further acts as shall become necessary, proper or convenient to carry out or effectuate the respective covenants, promises and undertakings set forth herein.
(b)	Holder agrees to make, execute and deliver any and all such other instruments, instructions, and documents and, will do and perform any and all such further acts as shall become necessary, proper or convenient to carry out or effectuate the respective covenants, promises and undertakings set forth herein.

1

6. Enforceability.

(a) If and to the extent any provision herein is held invalid or unenforceable at law, then such provision will be deemed stricken from this Agreement and the remainder of the Agreement will continue in effect and be valid and enforceable to the fullest extent permitted by law.

7. Governing Law.

(a) This Agreement shall be deemed executed in the State of Florida and is to be governed by and construed under Florida law, without regard to its choice of law provisions.

8. Entire Agreement.

(a)	This Agreement is the entire agreement between Holder and GWSO and may not be modified or amended except by a written instrument signed by each of Holder and GWSO. Holder and GWSO have read this Agreement, understand it, and agree to be bound by its terms and conditions.
(b)	There are no understandings with respect to the subject matter hereof, express or implied, that are not stated herein. This Agreement may be executed in counterparts, and signatures exchanged by facsimile or other electronic means are effective for all purposes hereunder to the same extent as original signatures.
	IN WITNESS WHEREOF, each of the parties hereto has executed and delivered this Agreement or caused this Agreement to be executed and delivered by its duly authorized representative, all as of the day and year first written above.

GLOBAL WARMING SOLUTIONS, INC.

/s/ Vladimir Vasilenko

Vladimir Vasilenko

CEO/CFO

EPIC INDUSTRY CORP

/s/ Michael Hawkins

Michael Hawkins

Sole Owner

2

EX-16.1

EXHIBIT 16.1

Date:  January 13, 2021 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Global Warming Solutions Inc.

We hereby consent to the inclusion in the Registration Statement (the “Registration Statement”) on Form 10 of Global Warming Solutions Inc. (the “Company”) of our report, dated November 22, 2020, with respect to our audit of the financial statements of the Company as of December 31, 2018 and 2019 included in the filing of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Registration Statement.

Sincerely,

/s/ Weinstein International CPA

Tel Aviv, Israel