Item 1. Business.
THE COMPANY
Global Warming Solutions, Inc. (“Company”) is an Oklahoma corporation headquartered in Temecula, CA. that develops technologies to help mitigate climate change. The Company was formerly known as Southern Investments, Inc., and was domiciled in Oklahoma. On April 15, 2007, the company changed its name to Global Warming Solutions, Inc., and moved its headquarters to the commonwealth of Canada. In February 2021 we relocated to Temecula, California.
The Company was incorporated on March 30, 1999, as Southern Investments, Inc. and has not been in bankruptcy, receivership or any similar proceeding. The Company has never been classified as a shell company.
On April 15, 2007, Southern Investments, Inc. acquired all of the issued and outstanding stock of Global Warming Technologies, Inc., an Oklahoma corporation, in exchange for 55,000,000 shares of Southern Investments, Inc. common stock. Following the acquisition, Southern Investments, Inc. changed its name to Global Warming Solutions, Inc and the Company implemented a 1 for 10 reverse stock split of the Company’s outstanding common stock that took effect on July 6, 2007.
On October 23, 2019, the Company acquired the domain name “www.cbd.biz” and 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.
On May 8, 2021, the company ceased all operations relating to CBD sales. The website “www.cbd.biz” has since been shut down. All operations pertaining to CBD sales have been divested and discontinued. The domain and all other assets associated with CBD sales was transferred to Green Holistic Solutions, Inc., in exchange for 18 million shares of Green Holistic Solutions, Inc. Green Holistic Solutions, Inc., is controlled by Paul Rosenberg and Michael Hawkins, both of whom are a significant shareholder of the Company.
As of December 31, 2022, the Company’s total assets are $296,282. These assets are comprised primarily of $79 in cash, $64,589 in marketable securities, $109,670 in other current assets, $21,551 in furniture and equipment, $12,626 in leasehold improvements, $9,714 in intangible assets, $71,804 investment in Green Holistic, and $6,250 deposits. Our independent registered public accounting firm issued its report connection with the audit of our financial statements for the periods of January 1, 2021, through December 31, 2022, 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 $1,000,000 (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.
Management estimates that funding of $1,000,000 will be needed to implement the business plan, should revenues not be generated, which was raised through equity capital.
OUR PLAN
The Company is engaged in the business of retail sales in climate change products and solutions. We believe that our products will provide our business consumers with solutions to mitigate risks associated with global warming. Our aim is to seek partnerships with companies and or inventors in order to develop patents related to green energy and or climate change. 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 climate change 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.
We currently operate the following websites, which are not incorporated as part of this registration statement:
CORPORATE INFORMATION
Our principal executive office is located at 28751 Rancho CA RD, Suite 100, Temecula, CA 92590 and our telephone number is (951) 528-2102. 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 report 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 report 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.
BUSINESS
Development of Business
Global Warming Solutions, Inc. (“Company”) is an Oklahoma corporation headquartered in California that develops technologies that help mitigate man made climate change while maintaining a retail operation. The Company was formerly known as Southern Investments, Inc., and was domiciled in Oklahoma. On April 15, 2007, the company changed its name to Global Warming Solutions, Inc., and moved its headquarters to the commonwealth of Canada. In February 2021 we relocated to Temecula, California.
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.
On May 8, 2021, the company ceased all operations relating to CBD sales. The website “www.cbd.biz” has since been shut down. All operations pertaining to CBD sales have been divested and discontinued.
BUSINESS STRATEGY
Industry Overview
Climate Change Industry
Typically, executives manage environmental risk as a threefold problem of i) regulatory compliance, ii) potential liability for industrial accidents, and iii) pollutant release mitigation. But climate change presents business risks that are different in kind because the impact is global, the problem is long-term, and the harm is essentially irreversible.
The market for climate change solutions is highly competitive and rapidly evolving, resulting in a dynamic competitive environment with several dominant national and multi-national leaders. The Company will have to compete with established corporations that have 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.
The company’s plan is focused on introducing our patented device that stores power, creates oxygen, and produces hydrogen. We will create and sell this product initially focusing on DOD, and DOE as existing relationships through our partners make these entities the easiest path to market.
An initial product and services offering will help meet the growing demand for more efficient and clean energy solutions. Our product is unique in that it is capable of generating electricity from a renewable source, creating oxygen, and producing hydrogen on demand from an electro chemical reaction. We anticipate this product will be in high demand for residential, commercial, and industrial applications. We plan to launch this product and service offering in the markets of the United States and Europe, but have the ability to increase market share by expanding to markets in Asia and developing countries. We have identified the right personnel and developed a strategy to achieve success. It is the company’s belief that profits will begin to be realized once we can begin the manufacturing process.
Our company offers a product that generates power, oxygen, and hydrogen on demand.
Battery power and hydrogen production are essential to the world because they provide a clean and efficient source of energy. Our battery technology differs in that it is not an accumulator of energy but rather a production unit capable of storing energy through an electrochemical process allowing for easy access when needed. Our unit also produces Hydrogen on demand production, which on the other hand, allows for the storage of energy in a form that can be easily transported in order to be used elsewhere. Hydrogen can also be used to power vehicles, replacing the need for traditional fossil fuels. Both battery power and hydrogen production provide the world with renewable and clean sources of energy, reducing emissions and helping to combat climate change. The primary downside of hydrogen power sources is the difficulty and expense associated with producing, storing, and transporting hydrogen fuel, as well as the current lack of refueling infrastructure.
Hydrogen fuel cells are also fairly expensive compared to other forms of renewable energy, and many of the components used in the production of hydrogen fuel are petroleum-based, making it a less environmentally friendly option. The use of hydrogen as an energy source can have both positive and negative impacts on the planet. On the positive side, hydrogen has the potential to be a clean and renewable energy source, since it can be produced through renewable energy sources and when used in a fuel cell, it only produces water as a byproduct. On the negative side, producing and transporting hydrogen (especially in the early stages of its development) can have significant emissions of greenhouse gases, such as carbon dioxide and methane, which contribute to climate change. Additionally, when produced from non-renewable resources, like natural gas, it might contribute to air pollution and other types of pollution.
Our product is an on-demand hydrogen and oxygen generator powered by a battery storage system. It is an advanced technology solution for any user’s energy storage and supply needs. This system produces clean hydrogen and oxygen gas on demand, and stores the energy generated in a battery. This stored energy can be used to power vehicles and homes, or other industrial processes; allowing users to be able to make use of the energy whenever and however they need. As an added benefit, the hydrogen and oxygen produced by this device are entirely renewable and free from toxic emissions. This system is both affordable and easy to use, making it an ideal solution for personal, industrial, and commercial needs. The marketing strategy for this product will be focused on building relationships with prime defense contractors and government agencies that are active in the defense industry. Sales staff should work to continually build and strengthen these relationships by providing demonstrations of the product’s capabilities, offering customized solutions to fit their needs, and regularly following up on existing contracts. In addition to the direct sales approach, we recommend engaging in other outreach initiatives such as attending trade shows, running media campaigns, and engaging in thought leadership initiatives such as contributing articles or panel discussions at industry events. Through these initiatives, our focus should continue to be on building and reinforcing relationships that can result in government contracts. We can license our technology to the auto industry in a variety of ways. We can offer license agreements with terms and conditions that best fit the needs of our customers. There are different types of license agreements we can consider such as an End-User License Agreement (EULA), a Subscription License Agreement, an Implementation License Agreement, or an Evaluation Agreement. It is important to consider the legal aspects of our technology, such as intellectual property rights and the confidentiality of any data collected, when licensing it to third parties. Additionally, we can provide a range of services, such as support and maintenance, to make sure our licensees have an easy and successful experience with our technology. in our local area, as well as online through our website. Our products will be competitively priced, and we plan to offer customer service and warranties to our customers. Additionally, we will be investing in digital marketing campaigns to reach new customers and increase our brand awareness.
Description of Business
Our current business strategy is to generate revenue through three basic options: i) consulting fees, ii) royalty fees, and iii) retail sales.
Principal Products
Currently the company has initiated research and development on Hydrogen Fuel Cell Batteries which they expect to compete directly with the current Lithium-Ion market.
We have no government contracts at this time, nor are we seeking any. Our retail operations will be primarily business to customer, while our consulting and royalty revenues, when earned, will be primarily, business to business.
Customers
There were no customers for the year ended December 31, 2022. Approximately 93% of our sales for the year ended December 31, 2021, were generated from one client in the country of Hungary.
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.
Hybrid Electrochemical Energy System – is a patented battery system employing advanced manufacturing techniques for solid state electrolytes. With large capacity anode due to special design creating higher specific energy due to air oxygen acting as a depolarizer we expect much quicker charging times and far cheaper manufacturing costs.
Exclusive Rights License Technology
Turbine Energy Project – is a patented turbine technology invented and owned by Dr. Yuri Abramov “Licensor”, that increases the efficiency of electrical power production triggered by wind. Lift force is generated with relatively low wind force and utilizes changes in temperature and density to generate equivocal force throughout thus creating perpetual flow. The Company has the right of the use of the patented technology on a perpetual basis. The Company will pay a 6% licensing fee until such time as $10 million has been paid to the Licensor at which time the patent shall be transferred to the Company and the Licensor shall receive an option for up to 2% of the total issued and outstanding stock.
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 products and services. Market and financial conditions, and other conditions beyond the Company’s control may make it more attractive for prospective customers to transact business with other entities.
Our potential competitors may have greater resources, longer histories, more developed intellectual property, and lower costs of operations. Other companies also may enter into business combinations or alliances that strengthen their competitive positions.
Recent Events
In March 2023, the Company along with AQST-USA, LLC. showcased their “Sodium Battery Hydrogen Generator” technology for Northwest UAV at their facilities in McMinnville, Oregon.
In November 2022, The Company along with AQST-USA, LLC. completed building, and testing their “Sodium Battery Hydrogen Generator’ prototype.
In May 2022 the Company contracted AQST-USA, LLC. to assist with the design and build of their “Sodium Battery Hydrogen Generator” prototype.
In November 2021, the Company sent Artem Madatov PhD, their Chief Scientific Officer to Dnipro Ukraine in order to develop a working prototype for their patented “Sodium Battery Hydrogen Generator Technology.” Once all data was collected the prototype was to be shipped back to the United States.
In September 2021, the company began efforts to buy back shares in order to reduce the issued and outstanding of the company stock in order to increase shareholder value.
On April 8, 2021, Mr. Michael Pollastro, 37, was appointed to the Board of Directors and President of the Company. Also, effective April 8, 2021, Mr. Vladimir Vasilenko resigned from his position on the Board of Directors and as Chief Executive Officer of the Company and appointed Chief Scientific Officer. Mr. Vasilenko’s resignation was not based on any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
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.
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. The cost associated with this project has been minimal to date; however, we expect the initial investment to develop this will be greater than we can self-fund. We are actively seeking to raise capital through private placement exempt from registration under Rule 506(c).
In December 2020, the Company 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.
On December 11, 2020, the Company announced it was relocating its headquarters to Temecula, California in January 2021. In February 2021 we relocated to Temecula, California.
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 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. The cost associated with this project has been minimal to date; however, we expect the initial investment to develop this will be greater than we can self-fund. We are actively seeking to raise capital through private placement exempt from registration under Rule 506(c).
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 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.
Employees
We currently have 1 officer and director 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 report, 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.
Risks Relating to Our Business
Our independent registered public accounting firm, Weinstein International, has expressed substantial doubt about our ability to continue as a going concern in their audit report in regards to our operations.
In their audit report our PCAOB auditor Weinstein International issued a going concern opinion in regards to our operations. The going concern was issued due to the fact that we have not yet achieved profitable operations and raising additional funds through financing is subject to substantial doubt.
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. These factors raise substantial doubt about our ability to continue as a going concern.
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.
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.
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 report. 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 tradin g 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.
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.
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 future business transaction (unless required by law). Therefore, if our stockholders want us to hold an annual meeting prior to our consummation of a future business transaction, they may attempt to force us to hold one by submitting an application to the Oklahoma Department of Commerce under Oklahoma code.
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 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.
We may seek future 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 report 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 future 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 a future 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 a future business transaction.
We may issue additional common stock or register preferred stock to complete a future 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 1,500,000,000 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 a future business transaction or under an employee incentive plan after completion of a future 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.
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 a future 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.
U.S. Shareholders may face difficulties in effecting service of process against officers and directors, enforcing judgments obtained in U.S. courts or foreign courts based on the civil liability provisions of the U.S. federal securities laws against them, and bring an original action in foreign courts to enforce liabilities based on the U.S. federal securities laws against them.
While we are a U.S. based business, organized under the laws of the State of Oklahoma, the officers of the Company reside in Canada, governed by its own laws, which may conflict with U.S. federal and state laws. U.S. shareholders may require additional legal advice in international law that may require an additional financial burden should they seek legal remedies against an officer or director who resides in Canada, or any other foreign country. Furthermore, acts which may be illegal in the U.S. may not be illegal in the country in which they reside.
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; |
| · | 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.
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.
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. |