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EX-31 - GISSER AUTOMOTIVE CONCEPTS INCv178510_ex31.htm
EX-32 - GISSER AUTOMOTIVE CONCEPTS INCv178510_ex32.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 


FORM 10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2010
OR

o 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from___________, to _____________

Commission file number: 333-145181
 
Gisser Automotive Concepts, Inc.  
(Name of Small Business Issuer in Its Charter)

NEW YORK
 
13-3948927
(State or Other jurisdiction of Incorporation or
Organization)
 
(I.R.S. Employer Identification No.)

52 Edison Court, Monsey, New York 10952
(Address of Principal Executive Offices, including zip code.)

(845) 356-8008
(Registrant’s Telephone Number, Including Area Code)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ¨  No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: Yes ¨ 
No x
 
Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day. Yes x  No ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-Q or any amendment to this Form 10-Q. ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 if the Exchange Act.
 
Large Accelerated filer 
¨
  
Accelerated filer ¨
Non-accelerated filer 
¨
  
Smaller reporting company x
(Do not check if a smaller reporting company) 
  
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o  No x
 
The aggregate market value of the registrant’s voting common stock held by non-affiliates as of January 31, 2010 based upon the closing price reported for such date on the OTC Bulletin Board was US$ 0.

The company had a total of 13,659,333 shares outstanding as of January 31, 2010.
 
Transitional Small Business Disclosure Format (Check One): Yes o No x

 
 

 

TABLE OF CONTENTS

     
PAGE
   
PART I
 
       
ITEM 1.
 
BUSINESS.
1
       
ITEM 1A. 
 
RISK FACTORS
2
       
ITEM 1B.
 
UNRESOLVED STAFF COMMENTS
2
       
ITEM 2.
 
PROPERTIES.
2
       
ITEM 3.
 
LEGAL PROCEEDINGS.
3
       
ITEM 4.
 
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
3
       
   
PART II
 
       
ITEM 5.
 
 MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS.
3
       
ITEM 6.
 
 SELECTED FINANCIAL DATA.
4
       
ITEM 7.
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
4
       
ITEM 7A.
 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
5
       
ITEM 8.
 
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 
5
       
ITEM 9.
 
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
5
       
 ITEM 9B.
 
OTHER INFORMATION.
5
       
   
PART III
 
       
ITEM 10.
 
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
6
       
ITEM 11.
 
EXECUTIVE COMPENSATION.
7
       
ITEM 12.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
8
       
ITEM 13.
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
9
       
ITEM 14.
 
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
9
       
   
PART IV.
 
       
ITEM 15.
 
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
10

 
 

 

Forward-Looking Statements

We have included and from time to time may make in our public filings, press releases or other public statements, certain statements, including, without limitation, those under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7. In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would,” and similar expressions. You are cautioned not to place undue reliance on these forward-looking statements. In addition, our management may make forward-looking statements to analysts, investors, representatives of the media and others. These forward-looking statements are not historical facts and represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and beyond our control.

PART I

ITEM 1.  BUSINESS
 
Business Overview

Our corporate name is Gisser Automotive Concepts, Inc.  (“We”, “Our”, “Gisser”, “GAC,” or the “Company”). We were incorporated in New York on May 22, 1997 by our founder, Daryl K. Gisser.  Mr. Gisser formed Gisser Automotive Concepts to capitalize on the increase in market demand in the luxury automobile market that began in 1997.

We build the MEC4.  The MEC4 is a hand-built, high-performance, mid-engine, superexotic sports coupe. Our mission is to design, engineer and manufacture the MEC4 superexotic luxury sports coupes to be highly marketable while satisfying the on-going demands of discriminating and affluent sophisticated sports car enthusiasts.

Our principal executive offices are located at 52 Edison Court, Monsey, N.Y. 10952 and our telephone number is (845) 356-8008.

We are in the development stage and have no operating history. No representation is made or implied that we will be able to carry on our activities profitably. Our subsistence is dependent initially upon sufficient proceeds being realized by us from this offering, of which there is no assurance. Proceeds of this offering may be insufficient to enable us to conduct potentially profitable operations or otherwise to engage in any business endeavors. The likelihood of our success must be considered in light of the expenses, difficulties and delays frequently encountered in connection with the formation of any new business.

Since the incorporation of Gisser Automotive Concepts, Inc., we have not generated any revenue. With limited financial resources, we may not be able to continue as a going concern.

We currently have limited business operations including day to day operations, ongoing filings with the SEC relating to our Registration Statement, some research and development for planned products and maintaining prototypes and inventory. For the near future and until the Company can raise funds substantially adequate for production, the Company will continue in this status.

On January 13, 2009, Gisser Automotive Concepts, Inc. received a Notice of Effectiveness from the Securities and Exchange Commission (SEC) bringing us closer to being able to raise funds required for further research and development, production and marketing of our products.

On July 20, 2009, Gisser Automotive Concepts, Inc., filed our Form 8-K 4.01 and changed its principal independent accountants. On such date, Ross & Company CPA, PLLC, 636 Veterans Memorial Hwy, Hauppauge, NY 11788, 631-979-3141, notified the Registrant that he declined to stand for re-appointment as the Independent Auditor of the Registrant and was terminated. Previous to this date of termination, Ross & Company CPA, PLLC, has audited our financial statements for the years ended April 30, 2007, April 30, 2008 and has reviewed our interim financial statements for the period ended October 31, 2008.

On July 20, 2009, the management of the Registrant engaged Frumkin, Lukin & Zaidman, CPAs P.C., located at 100 North Village Avenue Suite 21, Rockville Centre, NY 11570, 516-766-6635, as its independent auditors to audit its financial statements for the fiscal year ended April 30, 2009 and six months ended October 31, 2009. The decision to change auditors was approved by the Registrant's Board of Directors.

The Company has authorized two classes of stock: Common stock authorized 200,000,000 shares; par value $0.01; issued and outstanding 13,659,333 as of January 31, 2010 and Cumulative 5% preferred stock, stated value $2.00 authorized 20,000,000 shares, 550,000 shares issued and outstanding as of January 31, 2010. The Company is only offering common stock through its registration with the SEC and does not anticipate offering preferred shares for sale to the public.

Employees

Currently, the Company has four employees two of whom are part time. All employees have deferred their current salaries until such time as it is practical for the Company to compensate them in cash. Our President was the only employee to receive a portion of his salary. As in the past, the Company may agree to pay employees cash salaries that have accrued to them in equity.

 
1

 

ITEM 1A.    RISK FACTORS

The securities offered by the Company’s Initial Public Offering are highly speculative and involve substantial risks. Investors should carefully consider the risks and uncertainties described below and the other information available from the Company before deciding whether to invest in shares of our common stock. Any of the following risks could cause the value of our common stock to decline. Our financial status creates a doubt whether we will continue as a going concern for more than 12 months from the date of this filing, and, if we do not continue as a going concern, investors may lose their entire investment. We have nominal assets and limited operations with which to create operating capital.  We seek to raise additional capital to promote and advertise our services in an offering of our common stock on Form S-1. If all the shares offered are sold, we will receive up to $10,000,000 proceeds net of expenses to purchase material and equipment to build Company and its products. There can be no assurance that such offering will be successful.

1) We are a development stage company that has a very limited operating history; we never earned any revenues and we may never achieve or sustain profitability.

2) We only have a very limited amount of cash as of January 31, 2010 and if we are unable to raise more money, we will be required to delay, scale back or eliminate key elements of our business plan.

3) We may experience significant returns or warranty claims on our products, which would damage our brand, increase our costs and impair our ability to achieve profitability.

4) The marketing and sale of our products will be subject to significant competition and most if not all of our competitors are better capitalized and much more experienced than us.

5) We do not currently have a distribution channel for the sales of our vehicles and we may not be able to obtain a good distribution channel in the future.

6) Our operations may become subject to significant governmental regulations in the future.

7) Existing governmental regulations and/or the adoption of new, laws, regulations or policies relating to the environment, safety, emissions and/or fuel economy may have a significant impact on how we do business as well as possible higher costs, cash expenditures, and/or sales restrictions.

8) Our Chief Executive Officer has the power to make all major decisions regarding the company without the need to get consent from any stockholder or other person.  He is also the only person knowledgeable about our business, affairs and history and the loss of his services would likely result in the indefinite cessation of our operations and the complete failure of our current business plan. We do, however, currently maintain key man life insurance coverage on our CEO’s life in the amount of $1,000,000.  We do not maintain insurance on the life of our other executives.  The proceeds from any payout on the insurance may not be sufficient to allow us to continue operations in the event of his death.

9) No market exists for the trading of our securities and no market may ever develop.  Accordingly, you may not have any means of trading the shares you acquire in this offering.

10) The application of the "penny stock" rules could adversely affect the market for our stock.

ITEM 1B.    UNRESOLVED STAFF COMMENTS
 
None
 
ITEM 2.  PROPERTIES.
 
We do not own any land and buildings.

 
2

 

ITEM 3. LEGAL PROCEEDINGS.
 
Neither the Company nor its property is a party to any pending legal proceeding. The Company’s management does not believe that there are any proceedings to which any Director, officer, or affiliate of the Company, any owner of record of beneficially held or owner of more than five percent (5%) of the Company’s common stock, or any associate of any such Director, officer, affiliate of the Company, or security holder is a party adverse to the Company, or has a material interest adverse to the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The only recent matter requiring the vote of our stockholders was the change of our principal independent accountants from our previous accountants, Ross & Company CPA, PLLC to Frumkin, Lukin & Zaidman, CPAs P.C.

This was voted upon with an action with no meeting and by consent of a majority of our shareholders amongst who were our CEO and President holding 58.10% of the outstanding common and preferred stock of the Company.

An 8-K was filed with the SEC relating to this change of accountants on July 20, 2009 and then amended on July 30, 2009 as Form 8-K/A Amendment No. 2.

The was also a vote to remove one of our Directors which was voted upon with an action with no meeting and by consent of a majority of our shareholders amongst who were our CEO and President holding 58.10% of the outstanding common and preferred stock of the Company. An 8-K 5.01was filed with the SEC on March 23, 2010 relating to the dismissal of this Director, Thomas G. Haff, on January 7, 2010.

An 8-K 5.01was filed with the SEC on March 22, 2010 relating to the passing of one of our Directors, John J. Schramm, on January 13, 2009.

PART II

ITEM 5.  MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES.

There have not been any sales of our shares of Common Stock during the period covered by this report.

Stockholders

As of the close of business on January 31, 2010, there were 255 holders of record of the Company’s common stock.

Dividends

We have not declared or paid dividends on our Common Stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements, and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends. 

Securities authorized for issuance under equity compensation plans
 
During the period covered by this Report, none of our equity securities were authorized to be issued under any compensation plans (including individual compensation arrangements).
 
Repurchase of Securities
 
We did not repurchase any of shares of our common stock during the period covered by this report.

Recent Sales of Unregistered Securities
 
There have not been any sales of our shares of Common Stock during the period covered by this report. 

 
3

 

Forward-Looking Statements

We have included and from time to time may make in our public filings, press releases or other public statements, certain statements, including, without limitation, those under “Management’s Discussion and Analysis or Plan of Operations” in Part II, Item 7. In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would,” and similar expressions. You are cautioned not to place undue reliance on these forward-looking statements. In addition, our management may make forward-looking statements to analysts, investors, representatives of the media and others. These forward-looking statements are not historical facts and represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and beyond our control.
 
ITEM 6.  SELECTED FINANCIAL DATA
 
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
 
ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
The following discussion should be read in conjunction with the Financial Statements and Notes thereto appearing elsewhere in this Form 10-Q. The following discussion contains forward-looking statements. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that may cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in “Risk Factors” and elsewhere in this Form 10-Q.

Revenue

We are a development company, and have not generated any revenues since the date of incorporation of May 22, 1997.

Operating Income

We have had no revenues but have incurred general and administrative expenses and total operating expenses of $(1,475,990) and $(1,485,619) for the periods ended January 31, 2010, and 2009. A large portion being stock based compensation in the amount of $525,000 for each period.
 
Net (Loss)

During the periods ended January 31, 2010, and 2009, the Company had net losses of $(2,453,251) and $(2,267,719) respectively.

Financial Condition

The Company does not have enough cash resources or revenues to cover expenses for the foreseeable future. Without increased revenues or additional capital, it is extremely likely that our production, sales and marketing plan will not be able to be completed. This would significantly affect out efforts to enter into sales operations as and when we would like.

Liquidity and Capital Resources

During the periods ended January 31, 2010, and 2009, net cash provided by financing activities amounted to $1,484,094 and $1,383,507 respectively. The net cash provided resulted primarily from ongoing loans from related parties in the amount of $126,969 and $71,007 respectively for the same periods. Of these amounts, most, if not all was from our CEO and President. The balance was primarily stock to be issued for other reasons in the amounts of $1,357,125 and $1,312,500 respectively.

As of January 31, 2010, and 2009, our cash resources amounted to $25,799 and $25,748, respectively. Current liabilities exceed current assets by $1,771,543 and $ 1,257,340 respectively, and as of January 31, 2010, our prior accumulated deficit and deficit accumulated since inception amounted to $21,818,468 and $24,271,720, respectively.
 
Plan of Operations

The rate of growth of the Company is somewhat dependent upon the successful completion of the Company’s offering to commence its proposed plan of operation, and the Company may need additional financing to fund our corporate activities. Such financing may come from a variety of sources, including additional equity or debt offerings. Proceeds of this offering may be insufficient to enable us to conduct potentially profitable operations or otherwise to engage in any business endeavors. The likelihood of our success must be considered in light of the expenses, difficulties and delays frequently encountered in connection with the formation of any new business. We are in the development stage and have no operating history or revenues.

Immediately upon obtaining a considerable portion of proceeds from our offering, the Company will finalize all research and development, and will simultaneously go through all state and government regulation certifications that may be required for our products. We plan to commence marketing and sales activities to obtain pre-build orders for our vehicles.

There are no known trends, events or uncertainties that have or are reasonably likely to have a material impact on the Company’s short-term or long-term liquidity, other than the inability to sell our products.

The Company does not expect to significantly increase its employees in the next fiscal year unless our capital formation resulting from the sale of our securities is considerably adequate to do so.

The Company has never filed for Bankruptcy protection.

Off-Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 
4

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Not required.
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements of the Company are included following the signature page to this Form 10-Q.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Frumkin, Lukin & Zaidman, CPAs P.C. is our registered independent auditor. During the period covered by this report there have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.
 
ITEM 9A.(T)    CONTROLS AND PROCEDURES
 
(a) Evaluation of Disclosure Controls and Procedures    
 
 We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our President, who serves as our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
 
Our CEO reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined by Rule 240.13a-15(e) or 15d-15(e)) of the Exchange Act Rule 13a-15 as of the end of the period covered by this report.  Based upon this evaluation, our President concluded that, as of the end of such period, our disclosure controls and procedures were effective as of the end of the fiscal year covered by this Form 10-Q.
 
(b) Management’s Annual Report on Internal Control over Financial Reporting
 
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and for assessing the effectiveness of internal control over financial reporting.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of January 31, 2010.  Based on the results of this assessment, management has concluded that the Company’s internal control over financial reporting was effective as of January 31, 2010.
 
This Report on Form 10-Q does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Report on Form 10-Q.
 
(c) Changes in Internal Control over Financial Reporting
 
There were no changes in the Company’s internal control over financial reporting that occurred as of January 31, 2010 and for the year ended April 30, 2009 that have materially affected, or that are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
ITEM 9B.  OTHER INFORMATION

There is no information required to be disclosed in a report on Form 8-K other than the ones filed with the Commission during the nine months covered by this Form 10-Q but not reported.

 
5

 

PART III
 
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
 
The following table sets forth the name, age and position of each of our officers and Directors as of January 31, 2010.
 
NAME
 
AGE
 
OFFICE, SERVICE
 
DATE
COMMENCED
Daryl K. Gisser*
 
46
 
President, Chief Executive Officer, and Director
 
1997
             
Nolan M. Gisser*
 
49
 
Vice-President and Director
 
1998
             
Rivkah Nachmias*
 
72
 
Treasurer and Director
 
1997
             
Herman G. Gisser*
 
76
 
Secretary and Director
 
1997
             
Richard Brown*
  
77
  
Director
  
2000
 
* Indicates Board Member

Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, our officers and directors: has not filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which (s)he was a general partner at or within two years before the time of such filing, or any corporation or business association of which (s)he was an executive officer within two years before the time of such filing; were not convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); were not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting their respective activities.

Compliance with Section 16 (a) of the Exchange Act

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934 during our most recent fiscal year and Forms 5 and amendments thereto furnished to us with respect to our most recent fiscal year, all officers, directors and owners of 10% or more of our outstanding shares have filed all Forms 3, 4 and 5 required by Section 16(a) of the Securities Exchange Act of 1934, as amended.
 
Code of Ethics

The Company has not yet adopted a code of ethics to apply to its principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. The Company expects to prepare a Code of Ethics in the near future.

Meetings of Our Board of Directors

Our Board of Directors did not hold any meetings during the period covered by this Report. Various matters were approved by consent resolution, which in each case was signed by each of the members of the Board then serving.

Committees of the Board Compensation Committee
 
We do not currently have a compensation committee. Our common stock is not quoted on the OTC Bulletin Board or any other exchange. Our Board has not made any plans or need to establish a compensation committee to determine guidelines for determining the compensation of its executive officers or directors. Four of our officers or directors do have employment agreements and currently serve with deferred compensation.

Audit Committee

We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Board reviews the scope and results of the audit with the registered independent auditors, reviews with management and the registered independent auditors our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the registered independent auditor and the performance of the registered independent auditor.

We intend to establish an Audit Committee and such other committees as may be required when sufficient members and resources are available, and at such time the Company's Board of Directors will establish the Audit Committee. The Audit Committee will have a designated Audit Committee Financial Expert who will be responsible for reviewing the results and scope of the audit, and other services provided by the independent auditors, and review and evaluate the system of internal controls. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members to establish the committees.

Nomination Committee

Our Board of Directors does not maintain a nominating committee. As a result, no written charter governs the director nomination process. Our size and the size of our Board, at this time, do not require a separate nominating committee.

 
6

 

ITEM 11. EXECUTIVE COMPENSATION.

Executive Compensation 

Shown on the table below is information on the annual and long-term compensation for services rendered to the Company in all capacities, for the three most recent fiscal years ended April 30, 2008, April 30, 2009 and April 30, 2010. None of this compensation has been paid by the Company to any individuals listed below and serving the Company in the specified capacity. All compensation has been deferred and in previous years taken as equity in lieu of salary or is due in the form of stock to be issued.

       
Annual Compensation
   
Long-Term Compensation
 
                         
Awards
   
Payouts
       
Name 
And Principal
Position
 
Year
 
Salary
($)
   
Bonus
($)
   
Other
Annual
Comp-
ensation
($)
   
Restrict-
ed
Stock
Awards
($)
   
Securities
Under-
lying
Options/
SARs
(#)
   
LTIP
Payouts
($)
   
All
Other
Compen-
sation
(Shares)
 
                                                             
Daryl K. Gisser
 
2010
    145,000       0       0       0       0       0       0  
President/CEO
 
2009
    140,000       0       0       0       0       0       0  
   
2008
    135,000       0       0       0       0       0       0  
                                                             
Nolan M. Gisser
 
2010
    74,000       0       0       0       0       0       0  
Vice President
 
2009
    70,000       0       0       0       0       0       0  
   
2008
    67,000       0       0       0       0       0       0  
                                                             
Rivkah Nachmias
 
2010
    74,000       0       0       0       0       0       0  
Treasurer
 
2009
    70,000       0       0       0       0       0       0  
   
2008
    67,000       0       0       0       0       0       0  
                                                             
Herman G. Gisser
 
2010
    74,000       0       0       0       0       0       0  
Director of Sales and
 
2009
    70,000       0       0       0       0       0       0  
Marketing & Secretary
 
2008
    67,000       0       0       0       0       0       0  

Option/SAR Grants

No individual grants of stock options, whether or not in tandem with stock appreciation rights (“SARs”) and freestanding SARs have been made to any executive officer or any director during the period covered by this Report.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance to occur over a period longer than one fiscal year, whether such performance is measured by reference to our financial performance, our stock price, or any other measure.

Compensation of Directors

During the period covered by this Report, the Directors of the Company have not received compensation for serving as Directors or have been reimbursed for expenses incurred in attending board meetings.
 
Employment contracts and termination of employment and change-in-control arrangements

We do have employment contracts with four of our Directors and officers.

 
7

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership of Certain Beneficial Owners and Management 

The following table sets forth certain information, as of January 31, 2010, concerning shares of common stock and preferred stock of the Company being the only securities that are issued and outstanding, held by (1) each shareholder known by the Company to own beneficially more than five percent of the common stock, (2) each Director of the Company, (3) each executive officer of the Company, and (4) all Directors and executive officers of the Company as a group:

Name and Address of Beneficial Owner
 
Beneficial Ownership
Common Stock
   
Percent
Common
   
Beneficial
Ownership
Preferred Stock
   
Percent
Preferred
   
Total Percent
Owned In
Company
 
                               
Daryl K. Gisser
52 Edison Court
Monsey, NY 10952
    5,982,066       31.22 %     515,000       93.64 %     58.10 %
                                         
Nolan M. Gisser
52 Edison Court
Monsey, NY 10952
    1,028,449       5.37 %     15,000       2.73 %     6.15 %
                                         
Herman G. Gisser
52 Edison Court
Monsey, NY 10952
    1,734,472       9.05 %     10,000       1.82 %     9.57 %
                                         
Rivkah Nachmias
52 Edison Court
Monsey, NY 10952
    1,869,793       9.76 %     10,000       1.82 %     10.28 %
                                         
Richard Brown
245 Egret Run Lane
Pawleys Island, SC 29585
    100,000       0.52 %     0       0.00 %     0.52 %
                                         
All directors and executive officers
as a group (5 persons)
    10,714,780       55.92 %     550,000       100 %     84.62 %
 
 
8

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Related Transactions
     
Except as otherwise disclosed herein or incorporated herein by reference, there have not been any transactions, or proposed transactions, during the last two years, to which the Company was or is to be a party, in which any Director or executive officer of the Company, any nominee for election as a Director, any security holder owning beneficially more than five percent of the common stock of the Company, or any member of the immediate family of the aforementioned persons had or is to have a direct or indirect material interest.
 
Independent Directors
 
None.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following represents fees for professional audit services rendered by Frumkin, Lukin & Zaidman, CPAs P.C. for the review of our annual financial statements for the period from May 1, 2009, to January 31, 2010.

Audit Fees

The aggregate fees billed by our registered independent auditors, Frumkin, Lukin & Zaidman, CPAs P.C., for professional services rendered for the review of our financial statements for the nine months ended January 31, 2010, were $3,000.

Audit Related Fees

The aggregate fees billed by our registered independent auditors, Frumkin, Lukin & Zaidman, CPAs P.C., for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements were $3,000 for the nine months ended January 31, 2010.

Tax Fees

Our registered independent auditors did not render any services for tax compliance, tax advice and tax planning during the nine months ended January 31, 2010.

All Other Fees

Our registered independent auditors did not bill us any additional fees that are not disclosed under audit fees, audit related fees, or tax fees in each of the last two calendar years.
 
Audit Committee Pre-Approval Process, Policies and Procedures
 
We do not have an Audit Committee. Our registered independent auditors have performed their audit procedures in accordance with pre-approved policies and procedures established by our Board of Directors.
 
ITEM 13. EXHIBITS.

Exhibit No.
 
Document Description
31.1
 
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
 
Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
9

 

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
GISSER AUTOMOTIVE CONCEPTS, INC.
 Date: March 22, 2010
By:
/s/ Daryl K. Gisser
   
Daryl K. Gisser
   
Chief Executive Officer, President

Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 22, 2010
By:
/s/ Daryl K. Gisser 
   
Name: Daryl K. Gisser
   
Title: Chief Executive Officer, President
 
 
10

 

GISSER AUTOMOTIVE CONCEPTS, INC.
(A Development Stage Enterprise)

AUDITED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JANUARY 31, 2010 and YEAR ENDED APRIL 30, 2009

 
 

 

CONTENTS
 
PAGE
     
Balance Sheets
 
F 1
     
Statements of Operations
 
F 2
     
Statements of Cash Flows
 
F 3
     
Statement of Stockholders’ Equity
 
F 4 – F 10
     
Notes to Financial Statements
 
F 11 – F 23
 
 
 

 

GISSER AUTOMOTIVE CONCEPTS, INC.
(A Development Stage Enterprise)

BALANCE SHEETS

   
January 31,
   
April 30,
 
   
2010
   
2009
 
   
(unaudited)
   
(audited)
 
Current Assets
           
Cash (Note A)
  $ 25,799     $ 26,342  
Inventory
    130,185       130,185  
Total Current Assets
    155,984       156,527  
                 
EQUIPMENT AND PROTOTYPE, net of accumulated depreciation of $828,941 and $774,445, respectively  (Note B)
    532,592       587,088  
                 
OTHER ASSETS
               
Deposits
    1,358       1,358  
                 
INTANGIBLE ASSETS
               
Patent, net of amortization of $41,247 and $38,821, respectively
    13,753       16,179  
TOTAL ASSETS
  $ 703,685     $ 761,152  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
                 
Current Liabilities
               
Accounts payable and accrued expenses
  $ 42,680     $ 35,532  
Interest payable to related parties
    664,261       468,070  
Loans payable to related parties
    698,985       431,265  
Accrued salaries to related parties
    521,602       479,000  
                 
Total Current Liabilities
    1,927,527       1,413,867  
                 
Stockholders’ Equity
               
Cumulative 5% preferred stock, stated value $2.00 authorized 20,000,000 shares, 550,000 shares issued and outstanding (holding a preference of involuntary liquidation of $1.1 million)
    990,000       990,000  
Common stock authorized 200,000,000 shares; par value $0.01; issued and outstanding 13,659,333 and 13,659,333 shares at at October 31, 2009 and April 30, 2009, respectively
    136,593       136,593  
Paid-in capital
    11,940,660       11,940,660  
Common stock to be issued; 2,994,500 and 2,636,000 shares at October 31, 2009 and April 30, 2009, respectively
    9,980,625       8,098,500  
Deficit accumulated during the development stage
    (24,271,720 )     (21,818,468 )
Total Stockholders’ Equity (Deficit)
    (1,223,836 )     (652,715 )
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $ 703,685     $ 761,152  

See accompanying notes to financial statements.

 
F-1

 

GISSER AUTOMOTIVE CONCEPTS, INC.
(A Development Stage Enterprise)

STATEMENTS OF OPERATIONS

   
 
         
For the Period
 
   
 
         
May 22, 1997
 
   
January 31,
   
January 31,
   
(Inception) to
 
   
2010
   
2009
   
January 31, 2010
 
   
(unaudited)
   
(unaudited)
   
(unaudited &
 
               
derived from
 
               
restated)
 
OPERATING EXPENSES
                 
Selling, general and administrative
  $ 1,675,142     $ 1,603,401     $ 12,730,980  
SG&A - Stock-based compensation
    525,000       525,000       9,778,763  
Depreciation and amortization
    56,922       57,671       870,188  
Total Operating Expenses
  $ 2,257,064     $ 2,186,072     $ 23,379,931  
                         
OTHER EXPENSE (INCOME)
                       
Interest earned
    (3 )     (282 )     (22,472 )
Interest expense
    196,191       81,929       912,199  
Taxes
    0       0       2,055  
Total Other Expense (Income)
  $ 196,187     $ 81,647     $ 891,782  
                         
NET LOSS
  $ (2,453,251 )   $ (2,267,719 )   $ (24,271,720
                         
DIVIDENDS TO PREFERRED STOCK HOLDERS (IN ARREARS)
  $ (41,250 )   $ (41,250 )        
                         
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS
  $ (2,494,501 )   $ (2,308,969 )        
                         
NET LOSS PER COMMON SHARE (BASIC AND DILUTED)
  $ (.18 )   $ (.17 )        
                         
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
    13,659,333       13,659,333          

See accompanying notes to financial statements.

 
F-2

 

GISSER AUTOMOTIVE CONCEPTS, INC.
(A Development Stage Enterprise)

STATEMENT OF CASH FLOWS

               
For the Period
 
               
May 22, 1997
 
   
January 31,
   
January 31,
   
(Inception) to
 
   
2010
   
2009
   
January 31, 2010
 
   
(unaudited)
   
(unaudited)
   
(unaudited &
 
               
derived from
 
               
restated)
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net loss
  $ (2,453,251 )   $ (2,267,719 )   $ (24,271,720 )
Adjustments to reconcile net loss to cash flows used in operating activities:
                       
Stock based compensation
    525,000       525,000       9,778,763  
Depreciation and amortization
    56,922       57,671       870,188  
Increase (decrease) in operating assets:
                       
Accounts payable and accrued expenses
    7,148       -       42,680  
Deposits
    -       -       (1,358 )
Inventory
    -       -       (130,184 )
Interest payable
    196,191       81,929       664,254  
Accrued salaries
    192,000       117,500       521,602  
                         
Net Cash Flows Used In Operating Activities
  $ (1,475,990 )   $ (1,485,619 )   $ (12,525,768 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Expenditures for equipment and prototype
    -       -       (1,361,534 )
Expenditures for patent
    -       -       (55,000 )
Net Cash Used in Investing Activities
    -       -     $ (1,416,534 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Borrowings from related parties
    126,969       71,007       1,074,378  
Sale of common stock
    -       -       2,096,762  
Stock to be issued for other reasons
    1,357,125       1,312,500       10,136,569  
Net Cash Flows from Financing Activities
  $ 1,484,094     $ 1,383,507     $ 13,307,709  
                         
INCREASE (DECREASE) IN CASH
    (544 )     (102,111 )     25,799  
CASH, BEGINNING OF PERIOD
    26,342       127,859       0  
CASH, END OF PERIOD
  $ 25,799     $ 25,748     $ 25,799  
                         
SUPPLEMENTAL CASH FLOW
INFORMATION
                       
Issuance of common stock for non cash transactions
  $ -     $ -     $ 9,036,769  
Common Stock to be Issued (for Options)
    963,375       963,375       4,161,875  
Common Stock to be Issued (for Other Reasons)
    918,750       918,750       5,818,750  
    $ 1,882,125     $ 1,882,125     $ 19,017,394  
Cash paid for income taxes
  $ -     $ -     $ 2,055  
Cash paid for interest
  $ -     $ -     $ -  

See accompanying notes to financial statements.

 
F-3

 

GISSER AUTOMOTIVE CONCEPTS, INC.
(A Development Stage Enterprise)
For the Period May 22, 1997 (Inception) to January 31, 2010

STATEMENT OF STOCKHOLDERS’ EQUITY

   
Preferred Stock
   
Common Stock
   
Additional
 
Common Stock
 
Subscription
 
Accumulated
   
Total Stockholders'
 
   
(As Restated)
   
(As Restated)
   
Paid In Capital
 
To Be Issued
 
Receivable
 
Deficit
   
Equity (Deficit)
 
    
Shares
   
Amount
   
Shares
   
Amount
   
(As Restated)
 
(As Restated)
 
(As Restated)
 
(As Restated)
   
(As Restated)
 
Issuance of stock for patent, equipment and prototype @$1.80 per share
    500,000     $ 900,000                                   $ 900,000  
Issuance of stock for labor @$1.80 per share
    50,000       90,000                                     90,000  
Issuance of stock for labor @$0.10 to $0.50 per share
                    112,500     $ 1,125     $ 23,625                   24,750  
Issuance of stock for patent, equipment and prototype @ $0.01 per share
                    1,200,000       12,000                           12,000  
Issuance of stock for deferral of salary and loan payments, and preferred dividends in lieu of cash @$1.00 per share
                    535,000       5,350       529,650                   535,000  
Issuance of stock for cash @$0.50 per share
                    172,000       1,720       84,280                   86,000  
Net loss for year ended April 30, 1998
                                                $ (709,282 )     (709,282 )
Balance April 30, 1998
    550,000       990,000       2,019,500       20,195       637,555             (709,282 )     938,468  
Issuance of stock for labor @$0.10 to $0.50 per share
                    245,730       2,457       51,604                     54,061  
Issuance of stock for cash @$1.00 per share
                    2,500       25       2,475                     2,500  
Issuance of stock for deferral of salary and loan payments,and preferred dividends in lieu of cash @$0.50 per share
                    720,000       7,200       352,800                     360,000  

See accompanying notes to financial statements.

 
F-4

 

GISSER AUTOMOTIVE CONCEPTS, INC.
(A Development Stage Enterprise)
For the Period May 22, 1997 (Inception) to January 31, 2010

STATEMENT OF STOCKHOLDERS’ EQUITY

    
Preferred Stock
   
Common Stock
   
Additional
 
Common Stock
 
Subscription
 
Accumulated
   
Total Stockholders'
 
   
(As Restated)
   
(As Restated)
   
Paid In Capital
 
To Be Issued
 
Receivable
 
Deficit
   
Equity (Deficit)
 
    
Shares
   
Amount
   
Shares
   
Amount
   
(As Restated)
 
(As Restated)
 
(As Restated)
 
(As Restated)
   
(As Restated)
 
Issuance of stock for labor @$0.50 per share
                691,775       6,918       338,969                   345,887  
Net loss for year ended April 30, 1999
                                              (646,606 )     (646,606 )
Balance April 30, 1999
    550,000       990,000       3,679,505       36,795       1,383,403             (1,355,888 )     1,054,310  
Issuance of stock for labor @ $0.25 to $1.00 per share
                    20,000       200       7,800                     8,000  
Issuance of stock for equipment @1.00 per share
                    10,000       100       9,900                     10,000  
Issuance of stock for deferral of salary and loan payments, and preferred dividends in lieu of cash @$1.00 per share
                    570,000       5,700       564,300                     570,000  
Issuance of stock for salaries @$1.00 per share
                    49,000       490       48,510                     49,000  
Net loss for year ended April 30, 2000
                                                  (1,179,342 )     (1,179,342 )
Balance April 30, 2000
    550,000       990,000       4,328,505       43,285       2,013,913             (2,535,230 )     511,968  
Issuance of stock for labor @ $1.00 per share
                    5,000       50       4,950                     5,000  
Issuance of stock for deferral of salary and loan payments, and preferred dividends in lieu of cash @$1.00 per share
                    525,000       5,250       519,750                     525,000  
Net loss for year ended April 30, 2001
                                                  (730,716 )     (730,716 )
Balance April 30, 2001
    550,000       990,000       4,858,505       48,585       2,538,613             (3,265,946 )     311,252  
Issuance of stock for labor @$1.00 per share
                    1,000       10       990                     1,000  

See accompanying notes to financial statements.

 
F-5

 

GISSER AUTOMOTIVE CONCEPTS, INC.
(A Development Stage Enterprise)
For the Period May 22, 1997 (Inception) to January 31, 2010

STATEMENT OF STOCKHOLDERS’ EQUITY

    
Preferred Stock
   
Common Stock
   
Additional
 
Common Stock
 
Subscription
 
Accumulated
   
Total Stockholders'
 
      
(As Restated)
   
(As Restated)
   
Paid In Capital
 
To Be Issued
 
Receivable
 
Deficit
   
Equity (Deficit)
 
   
Shares
   
Amount
   
Shares
   
Amount
   
(As Restated)
 
(As Restated)
 
(As Restated)
 
(As Restated)
   
(As Restated)
 
Issuance of stock for deferral of salary and loan payments,and preferred dividends in lieu of cash @$0.50 per share
                520,000       5,200       254,800                   260,000  
Net loss for the year ended April 30, 2002
                                              (492,532 )     (492,532 )
Balance April 30, 2002
    550,000       990,000       5,379,505       53,795       2,794,403             (3,758,478 )     79,720  
Issuance of stock for labor @ $0.50 per share
                    325,826       3,258       159,655                     162,913  
Issuance of stock for salaries @$1.00 per share
                    2,675,751       26,757       2,648,994                     2,675,751  
Issuance of stock for assets @ $1.00 per share
                    32,924       329       32,595                     32,924  
Issuance of stock for deferral of salary and loan payments, and preferred dividends in lieu of cash @$1.00 per share
                    470,000       4,700       465,300                     470,000  
Issuance of stock for deferral of interest payment @$1.00 per share
                    759,380       7,594       751,786                     759,380  
Issuance of stock for debt @$1.00 per share
                    493,867       4,939       428,642                     433,581  
Net loss for year ended April 30, 2003
                                                  (4,290,807 )     (4,290,807 )
Balance April 30, 2003
    550,000       990,000       10,137,253       101,372       7,281,375             (8,049,285 )     323,462  
Issuance of stock for labor @$1.00 per share
                    190,500       1,905       188,595                     190,500  

See accompanying notes to financial statements.

 
F-6

 

GISSER AUTOMOTIVE CONCEPTS, INC.
(A Development Stage Enterprise)
For the Period May 22, 1997 (Inception) to January 31, 2010

STATEMENT OF STOCKHOLDERS’ EQUITY

    
Preferred Stock
   
Common Stock
   
Additional
 
Common Stock
 
Subscription
   
Accumulated
   
Total Stockholders'
 
      
(As Restated)
   
(As Restated)
   
Paid In Capital
 
To Be Issued
 
Receivable
   
Deficit
   
Equity (Deficit)
 
    
Shares
   
Amount
   
Shares
   
Amount
   
(As Restated)
 
(As Restated)
 
(As Restated)
   
(As Restated)
   
(As Restated)
 
Issuance of stock for cash @$1.33 per share
                255,000       2,550       335,520                     338,070  
Issuance of stock for salaries @$1.00 per share
                200,000       2,000       198,000