GWSO 10-K & 10-Q changes, risk factors and insider trading
Global Warming Solutions, Inc. · OTC · Retail-Nonstore Retailers · CIK 1430300 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “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.”
Largest changes
“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.”see in full comparison
“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. …”see in full comparison
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 future 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.see in full comparisonThe absence of experience working together may be exacerbated by the challenges associated with the COVID-19 pandemic.
Full comparison: every changed paragraph (3)
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.
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 future 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.
Management's Discussion & Analysis (MD&A)
Removed heading “COVID-19 DISCLOSURE”
Largest changes
“In February 2021, we commenced a private placement of 1,000,000 units of our securities, at a price of $1.25 per unit. Each unit consists of one share of our common stock and a common stock purchase warrant to purchase one-tenth share of our common stock, over a five-year period, at an exercise price of $1.75 per share. As of the date of this report, 968,000 shares of common stock were issued for gross proceeds of $1,210,000 have been received.”see in full comparison
“We have assessed and continue to assess the impact of Covid-19 on the operations of the Company. At this time, we have determined that there have been no material impacts on the operations of the Company due to Covid-19. The potential affects Covid-19 may have on our future business is described in our Risk Factors.”see in full comparison
“We generated cash from financing activities totaling $1,523,630 during the year ended December 31, 2021. Financing activities during the year ended December 31, 2021, consisted of $1,653,630 of proceeds from the issuance of stock and $130,000 in funds used to repurchase stock.”see in full comparison
“We generated cash from financing activities totaling $542,805 during the year ended December 31, 2023. Financing activities during the year ended December 31, 2023, consisted of $537,500 of proceeds from the issuance of stock and $5,305 in proceeds from short-term debt.”see in full comparison
“We used cash for investing activities totaling $96,676 during the year ended December 31, 2021. Investing activities during the year ended December 31, 2021, consisted of $69,032 of equipment purchases, $15,844 in intangible assets and $11,800 of deposits on lease.”see in full comparison
Full comparison: every changed paragraph (16)
COVID-19 DISCLOSURE
We have assessed and continue to assess the impact of Covid-19 on the operations of the Company. At this time, we have determined that there have been no material impacts on the operations of the Company due to Covid-19. The potential affects Covid-19 may have on our future business is described in our Risk Factors.
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.
The Company had no revenue for the years ended December 31, 2023, and 2022.
Our revenue from operations for the year ended December 31, 2022, was $0 compared to $101,724 for the year ended December 31, 2021. The difference was primarily due to reduced retail sales operations of our prior business that ceased in the first half of 2021.
The Company had cost of goods sold for the years ended December 31, 2023, and 2022.
Our cost of goods sold for the year ended December 31, 2022, was $0 as compared to $72,839 for the year ended December 31, 2021. The difference was primarily due to reduced retail sales operations of our prior business that ceased in the first half of 2021.
The Company had no gross profit for the years ended December 31, 2023, and 2022.
Our gross profit for the year ended December 31, 2021, was $0 as compared to $28,886 for the year ended December 31, 2021. The difference was primarily due to reduced retail sales operations of our prior business that ceased in the first half of 2021.
In February 2021, we commenced a private placement of 1,000,000 units of our securities, at a price of $1.25 per unit. Each unit consists of one share of our common stock and a common stock purchase warrant to purchase one-tenth share of our common stock, over a five-year period, at an exercise price of $1.75 per share. As of the date of this report, 968,000 shares of common stock were issued for gross proceeds of $1,210,000 have been received.
We used cash for operating activities totaling $514,274 during the year ended December 31, 2023, and used cash for operating activities totaling $1,311,502 during the year ended December 31, 2022, and used cash for operating activities totaling $600,865 during the year ended December 31, 2021.2022. This increasedecrease in cash used in operations was primarily due to the reduced net loss of $1,277,750.$833,288.
There was not cash used in investing activities during the year ended December 31, 2023. Cash provided by investing activities totaling $3,042 during the year ended December 31, 2022.
Cash provided by investing activities totaling $3,042 during the year ended December 31, 2022. Investing activities during the year ended December 31, 2022, consisted of $5,550 of deposits on lease offset by $2,508 in intangible.
We used cash for investing activities totaling $96,676 during the year ended December 31, 2021. Investing activities during the year ended December 31, 2021, consisted of $69,032 of equipment purchases, $15,844 in intangible assets and $11,800 of deposits on lease.
We generated cash from financing activities totaling $542,805 during the year ended December 31, 2023. Financing activities during the year ended December 31, 2023, consisted of $537,500 of proceeds from the issuance of stock and $5,305 in proceeds from short-term debt.
We generated cash from financing activities totaling $1,523,630 during the year ended December 31, 2021. Financing activities during the year ended December 31, 2021, consisted of $1,653,630 of proceeds from the issuance of stock and $130,000 in funds used to repurchase stock.
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
Largest changes
“For the nine months ended September 30, 2024, operating expenses were $461,080 compared to $493,244 for the nine months ended September 30, 2023. Our total operating expenses for the nine months ended September 30, 2024, consisted of $82,591 of selling, general and administrative expenses, professional fees of $80,712, research and development of $3,160, and amortization expense of $9,664. …”see in full comparison
“Our operating expenses for the three months ended June 30, 2024, were $73,022 compared to $113,220 for the three months ended June 30, 2023. Our total operating expenses for the three months ended June 30, 2024, consisted of $38,027 of selling, general and administrative expenses, professional fees of $31,997, and amortization expense of $2,998. Our total operating expenses for the three months ended June 30, 2023, consisted of $90,158 of selling, general and administrative expenses, professional fees of $9,110, research and development of $10,000, and amortization expense of $3,952. …”see in full comparison
see in full comparisonForOur operating expenses for thesixthree months endedJuneSeptember 30, 2024,operating expenseswere$143,579$32,548 compared to$374,072$119,172 for thesixthree months endedJuneSeptember 30, 2023. Our total operating expenses for thesixthree months endedJuneSeptember 30, 2024, consisted of$66,689$15,902 of selling, general and administrative expenses, professional fees of$69,940,$10,772, research and development of $3,160, and amortization expense of$6,950.$2,714. Our total operating expenses for thesixthree months endedJuneSeptember 30, 2023, consisted of$192,305$86,587 of selling, general and administrative expenses, professional fees of$22,908, research and development of $151,000,$28,590, and amortization expense of$7,860.$3,995. Our general and administrative expenses consist ofpayroll, professional services,bank charges and other expenses.
We used cash from operating activities totalingsee in full comparison$267,687$301,384 during thesixnine months endedJuneSeptember 30, 2024, and used cash from operating activities totaling$196,689$367,507 during thesixnine months endedJuneSeptember 30, 2023. Theincreasedecrease in cash used in operations was primarily due toantheincreasedecreasein net loss of $71,791, athe decrease in marketable securities of$62,200,$57,295, a decrease in other receivable of$125,672,$179,557, a decrease in other current assets of$11,029,$4,701, an increase in accounts payable of$47,035,$18,828, a decrease in accrued wages – related party of$32,295,$63,110, and a decrease in other current liabilities of$15,089.$8,760.
Our net loss for thesee in full comparisonsixnine months endedJuneSeptember 30, 2024, was$447,586$494,718 as compared to a net loss of$375,795$501,259 for thesixnine months endedJuneSeptember 30, 2023. Thisincreasedecrease is primarily due to theexpensereduction ofotherselling,receivables.general and administrative expenses during the three months ended September 30, 2024.
Our net operating loss for the three months endedsee in full comparisonJuneSeptember 30, 2024, was$370,544$47,132 as compared to a net operating loss of$118,124$125,465 for the three months endedJuneSeptember 30, 2023. This increase is primarily due to theexpensereductionofinotheroverallreceivables.expenses during the three months ended September 30, 2024.
Full comparison: every changed paragraph (16)
As of JuneSeptember 30, 2024, the Company’s total assets are $53,354. These assets are comprised primarily of $2,946 in cash, $4,141 in marketable securities, $6,250 in deposits, $18,928 in other current assets, $10,645 in furniture and equipment, $1,818 in leasehold improvements, and $8,628 in intangible assets, Our independent registered public accounting firm issued its report in connection with the audit of our financial statements for the periods of January 1, 2022, through December 31, 2023, which included an explanatory paragraph in Note 3 describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern. Thus far, GWSO management has relied on capital loans and equity investments for the purpose of growing the business. Without continued loans or equity investments, we will not have the necessary capital required to execute our business plan and grow our business. Management has estimated that the costs associated with implementation of its business plan over the next twelve months include, but are not limited to, payroll, consulting, marketing and general administration of $500,000 (which expenses will be satisfied by means other than available cash expenditure, such as, but not limited to, equity or profit-sharing arrangements) and sales.
There were no customers for the three and sixnine months ended JuneSeptember 30, 2024, or year ended December 31, 2023.
The Company had no revenue for the three and sixnine months ended JuneSeptember 30, 2024, and 2023.
The Company had no cost of goods sold for the three and sixnine months ended JuneSeptember 30, 2024, and 2023.
The Company had no gross profit for the three and sixnine months ended JuneSeptember 30, 2024, and 2023.
Our operating expenses for the three months ended June 30, 2024, were $73,022 compared to $113,220 for the three months ended June 30, 2023. Our total operating expenses for the three months ended June 30, 2024, consisted of $38,027 of selling, general and administrative expenses, professional fees of $31,997, and amortization expense of $2,998. Our total operating expenses for the three months ended June 30, 2023, consisted of $90,158 of selling, general and administrative expenses, professional fees of $9,110, research and development of $10,000, and amortization expense of $3,952. Our general and administrative expenses consist of bank charges, and other expenses.
ForOur operating expenses for the sixthree months ended JuneSeptember 30, 2024, operating expenses were $143,579$32,548 compared to $374,072$119,172 for the sixthree months ended JuneSeptember 30, 2023. Our total operating expenses for the sixthree months ended JuneSeptember 30, 2024, consisted of $66,689$15,902 of selling, general and administrative expenses, professional fees of $69,940,$10,772, research and development of $3,160, and amortization expense of $6,950.$2,714. Our total operating expenses for the sixthree months ended JuneSeptember 30, 2023, consisted of $192,305$86,587 of selling, general and administrative expenses, professional fees of $22,908, research and development of $151,000,$28,590, and amortization expense of $7,860.$3,995. Our general and administrative expenses consist of payroll, professional services, bank charges and other expenses.
For the nine months ended September 30, 2024, operating expenses were $461,080 compared to $493,244 for the nine months ended September 30, 2023. Our total operating expenses for the nine months ended September 30, 2024, consisted of $82,591 of selling, general and administrative expenses, professional fees of $80,712, research and development of $3,160, and amortization expense of $9,664. Our total operating expenses for the nine months ended September 30, 2023, consisted of $278,891 of selling, general and administrative expenses, professional fees of $51,498, research and development of $151,000, and amortization expense of $11,855. Our general and administrative expenses consist of payroll, professional services, bank charges and other expenses.
Net Operating Income/Loss
Our net operating loss for the three months ended JuneSeptember 30, 2024, was $370,544$47,132 as compared to a net operating loss of $118,124$125,465 for the three months ended JuneSeptember 30, 2023. This increase is primarily due to the expensereduction ofin otheroverall receivables.expenses during the three months ended September 30, 2024.
Our net loss for the sixnine months ended JuneSeptember 30, 2024, was $447,586$494,718 as compared to a net loss of $375,795$501,259 for the sixnine months ended JuneSeptember 30, 2023. This increasedecrease is primarily due to the expensereduction of otherselling, receivables.general and administrative expenses during the three months ended September 30, 2024.
As of JuneSeptember 30, 2024, we had current assets of $32,264,$1,452, and current liabilities of $514,029$515,133 resulting in a working capital deficit of $481,765.$513,681.
We used cash from operating activities totaling $267,687$301,384 during the sixnine months ended JuneSeptember 30, 2024, and used cash from operating activities totaling $196,689$367,507 during the sixnine months ended JuneSeptember 30, 2023. The increasedecrease in cash used in operations was primarily due to anthe increasedecrease in net loss of $71,791, athe decrease in marketable securities of $62,200,$57,295, a decrease in other receivable of $125,672,$179,557, a decrease in other current assets of $11,029,$4,701, an increase in accounts payable of $47,035,$18,828, a decrease in accrued wages – related party of $32,295,$63,110, and a decrease in other current liabilities of $15,089.$8,760.
We used $6,250 in investing activities during the nine months ended September 30, 2024. This is related to a deposit. There were no investing activities during the sixnine months ended JuneSeptember 30, 2024, or 2023.
Financing activities during the sixnine months ended JuneSeptember 30, 2024, consisted of $85,000$97,500 of proceeds from the issuance of stock and $157,023$169,023 in proceeds from short-term debt.
Financing activities during the sixnine months ended JuneSeptember 30, 2023, consisted of $99,000$437,000 of proceeds from the issuance of stock and $97,610$39,968 in proceeds from short-term debt.
GWSO insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding GWSO (13F)
None of the 59 investors we track reported a position in their latest 13F.