UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-KSB




[X]
              ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended  December 31, 2007[  ]
              TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACTFor
      the transition period from _________ to ________Commission
      file number:333-137755
  General Automotive
      Company(Name
      of small business issuer in its
charter)
    Nevada
              
              N/A(State or other
      jurisdiction of incorporation or organization)
              
              (I.R.S. Employer
      Identification No.)5422 Carrier Drive, Suite 309
      Orlando, FL
              
              32819(Address
      of principal executive offices)
              
              (Zip
      Code)Issuer’s telephone
      number:  407-363-4474
    Securities
      registered under Section 12(b) of the Exchange Act:Title
      of each class
              Name
      of each exchange on which registerednone
              not applicableSecurities
      registered under Section 12(g) of the Exchange Act:Title
      of each class
              Name
      of each exchange on which registerednone
              not
      applicable


Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the past 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
days.  Yes
[x]       No
[   ]





Check if
disclosure of delinquent filers in response to Item 405 of Regulation S-B is not
contained in this form, and no disclosure will 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-KSB or any amendment to
this Form 10-KSB [   ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   Yes [ ]   No
[X]





State
issuer’s revenue for its most recent fiscal year.  $15,292,780





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average bid and asked price of such
common equity, as of a specified date within the past 60
days.   $0.00 as
of March 31, 2008





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: 14,056,663 as of April 4,
2008.





Transitional
Small Business Disclosure Format (Check One):  Yes: __; NoX









TABLE OF
CONTENTS





PagePART
      IItem 1.
            Description of Business
            3Item 2.
            Description of Property
            8Item 3.
            Legal Proceedings
            8Item 4.
            Submission of Matters to a Vote of Security
      Holders
            8PART
      IIItem 5.
            Market for Common Equity and Related Stockholder Matters and
      Small Business Issuer Purchases of Equity Securities
            9Item 6.
            Management’s Discussion and Analysis or Plan of
      Operation
            11Item 7.
            Financial Statements
            14Item 8.
            Changes In and Disagreements With Accountants on Accounting and
      Financial Disclosure
            15Item 8A.
            Controls and Procedures
            15PART
      IIIItem 9.
            Directors, Executive Officers, Promoters and Control Persons;
      Compliance With Section 16(a) of the Exchange Act
            18Item 10.
            Executive Compensation
            21Item 11.
            Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
            23Item 12.
            Certain Relationships and Related Transactions, and Director
      Independence
            24Item 13.
            Exhibits
            25Item 14.
            Principal Accountant Fees and Services
            25




2




PART I




Item 1.   Description of Business





Business
Development





We were
originally incorporated on October 7, 2005 in Nevada, as Bridgefilms, Inc., for
the purpose of producing independent film projects, both documentary and
dramatic productions, on the subject of terminal disease in our society,
particularly cancer. Upon determining that we could not compete effectively in
that industry, we changed our name to Utility Investment Recovery, Inc. on
November 26, 2007 in anticipation of a business combination transaction that was
never consummated. On February 22, 2008, we completed a reverse merger (the
“Merger) with a private Nevada corporation, Global Automotive Supply, Inc. (“GAS
Nevada”), who was considered the accounting acquirer in the Merger. As a result
of that transaction, we assumed the business operations of GAS Nevada and
changed our name to “General Automotive Company” (“GAC”). We reported the Merger
and the related transactions on a current report on Form 8-K, filed February 28,
2008. We are currently in the business of providing mobile electronics,
conventional auto parts, and accessories directly to auto manufacturers, vehicle
processing centers, and major distributors, both domestically and
internationally. Our principal executive offices are located at 5422 Carrier
Drive, Suite 309, Orlando, FL 32819.





Our
business model now focuses on automotive sales and distribution in two main
categories, which are serviced by our two wholly-owned subsidiaries. The first
wholly-owned subsidiary is Global Parts Direct, Inc., a Florida corporation
(“GPD”), which provides auto sound, mobile video, and mobile electronics to auto
manufacturers and dealerships. We acquired GPD in October of 2005. OE Source
L.C., a Florida limited liability company (“OES”), our second wholly-owned
subsidiary, focuses on purchasing, selling and distributing engine management
products and other traditional auto parts to the largest US distributors. We
acquired OES in January of 2007.





Description
of Business





We are a
provider of Original Equipment (“OE”) and aftermarket automotive parts, mobile
electronics, and related automotive products at multiple levels of distribution
throughout the United States and internationally. Through our two wholly-owned
subsidiaries, GPD and OES, we have focused our efforts on utilizing our
relationships with manufacturers in China, Korea and Japan to bring
state-of-the-art automotive parts, accessories and products to automobile
manufacturers and major parts distributors in the U.S.





Our
wholly-owned subsidiary, GPD, is presently rated as an approved Original
Equipment Manufacturer (“OEM”) and supplier with Chrysler LLC (“Chrysler”), and
we have distribution relationships with large international distributors through
both of our subsidiaries. We also have sales personnel, as well as
office/warehouse facilities in Orlando, FL, and Phoenix, AZ. We currently have
twelve employees. Five of these individuals are employees of OES, three work for
GPD, and four are employees of GAC.




3




Global
Parts Direct, Inc. (“GPD”):





GPD is
considered a co-manufacturer of Original Equipment automotive electronics by
Chrysler and others. Specifically, we import our products from manufacturers in
Korea and finish the products by packaging them with brackets and installation
kits at our facility in Arizona. GPD is recognized by Chrysler as an approved
supplier, and currently provides the automaker with 7” DVD players, 10” DVD
players, monitors, back up camera systems, iPod holders and other products and
accessories. Our general plan for GPD is to work to expand its relationships
with Chrysler as well as other original equipment manufacturers in Detroit,
Michigan and overseas, from which they purchase some products for resale and
distribution.





The
predecessor to GPD, Promise Mobile Electronics (PME), was first established in
1995 in the state of Washington as Rapids Incorporated. Rapids Incorporated
developed programmable defrost and cooling systems for vehicles with obtained
patents (US Patent #5791407 and Canadian Patent #2258839). As the company made
the transition to PME, it began to develop products and systems focusing on
two-way vehicle security and safety. Although we still own the intellectual
property developed by Rapids Incorporated, we no longer utilize it, and the
patents are no longer a part of our business plan.





GPD’s
current product line includes backup view camera systems and all-in-one overhead
DVD mobile entertainment systems. In March 2004, GPD was awarded Tier 1 supplier
status by Chrysler, an approved supplier status that it still enjoys. After the
launch in September 2004 of its first Original Equipment product, a 7"
all-in-one overhead DVD player for the Dodge Ram, PME sold its business assets,
including the Original Equipment distribution business to Global Parts Direct,
which became one of our wholly-owned subsidiaries in October of 2005. In
November 2005, Global Parts Direct began supplying the 10” all-in-one DVD Player
for Chrysler. GPD continues to solicit other OEM’s as they search for additional
products that they can distribute to Chrysler.





OE
Source (“OES”):





OES is
our second wholly-owned subsidiary, selling conventional auto parts that it
imports directly from manufacturers, consolidators and distributors in the Far
East to major customers in the United States. OES currently offers a suite of
automotive engine management parts to large US Distributors. These distributors
then resell our products to automakers, dealerships, automotive repair shops,
and retail outlets. OES specializes in and focuses on engine management products
such as Oxygen Sensors and throttle position sensors, as well as other key under
hood and brake systems components.





OES has
grown rapidly since its inception in 2004, and our plan is to promote further
growth during the next three to five years. During this period, OES will attempt
to expand its customer base by increasing its sourcing and supply chain
capabilities, adding employees to supplier identification and qualification,
auditing, and supply chain management tasks.  We acquired the
operations and assets of OES as a wholly-owned subsidiary in January of
2007.




4




Industry
Overviews





Original
Equipment Manufacturers





The
automotive OEM industry is the segment of the automotive industry that develops,
manufactures, and provides parts to auto manufacturers to include in their
products. The components in an automobile are rarely manufactured by the
carmaker itself. Rather, they are purchased from OEMs, branded as the carmaker’s
own by the OEM, and installed during the production process on automobile
production assembly lines. This allows carmakers to focus on their core
competencies and has created a significant industry for the manufacture of parts
for the major automakers. These automakers have standards of quality, price, and
service, and based upon those standards, approve a certain number of
distributors and suppliers to provide parts for their vehicles. Those suppliers
may, in turn, either purchase the parts they supply or manufacture the parts
themselves. Either way, they must ensure that the automakers’ standards are
being met, or risk losing their position as an approved supplier to the
automaker.





Automotive
Accessories





The
global automobile accessory market is highly fragmented and not dominated by a
few large participants. Meanwhile, the market for automobile manufacturing is
capital intensive and dominated by a limited number of large global
participants. Competitive pressures among vehicle manufacturers have evolved so
that the manufacturers often add options to their vehicles at vehicle processing
centers or at the dealer and not during the initial manufacturing process at the
assembly line. These options packages are commonly referred to as “upfit” or
"dealer installed" option packages. Most of GPD’s current products are option
packages or a subset of option packages installed at Chrysler’s vehicle
processing centers.





Vehicle
processing centers are typically owned either by automobile manufacturers or
independent third parties. These centers focus on distributing accessorized
automobiles into the retail dealership network. The vehicle processing centers
do not design and manufacture the option packages. Instead, the vehicle
processing centers have employees who will install any available accessory for a
particular vehicle. As such, any vehicle received by the vehicle processing
centers in North America can be accessorized before it goes into the respective
domestic retail dealer distribution network.





Vehicle
manufacturers and the vehicle processing centers rely on GPD and other approved
suppliers to propose, design, manufacture and deliver the accessory packages
that are in demand by retail automobile buyers. The vehicle processing centers
operate under quality control programs similar or equal to the manufacturer's
on-line production facilities. Therefore, process stability, quality control
issues and other related procedures are a crucial component of a successful
relationship with the processing centers. The vehicle processing centers that
will market particular vehicles into the dealer network are responsible for
requesting, approving, and ultimately paying for the accessory
packages.





According
to the National Automobile Dealers’ Association (NADA) there are over 15,000,000
new cars manufactured each year in the United States. A growing percentage of
those cars




5




include a
mobile electronics or entertainment package such as a DVD player, back up camera
system, navigation system, or telematics system. According to the Consumer
Electronics Association (CEA), mobile electronics is a rapidly evolving industry
encompassing audio, video, multimedia and telematics. The U.S. market for mobile
electronics is a $6 billion industry.





Automotive
Aftermarket





The
automotive aftermarket is the segment of the automotive industry concerned with
the manufacturing, remanufacturing, distribution, retailing, and installation of
all vehicle parts, chemicals, tools, equipment and accessories for use with
vehicles of every type after the manufacturer has completed the production
process. Estimated as a $265 billion market in the United States, the
aftermarket is a major US industry, encompassing parts for replacement,
collision, appearance and performance. The aftermarket industry provides a wide
variety of parts of varying qualities and prices for nearly all vehicle makes
and models on the road and employs 4.54 million people in the United States at
manufacturers, distributors, retailers and repair shops. According to the
Aftermarket Automotive Industry Association, due to mandated Federal government
regulations, engine management products have become and are anticipated to
remain one of the fastest growing segments within the aftermarket automotive
parts industry. This segment of the industry utilizes OEMs to provide
replacement parts for repairs and upgrades to dealers, auto repair shops, and
retail outlets.





Competition





The
automotive parts supply industry is highly fragmented and extremely competitive.
There are a large number of competitors in this market with significantly
greater resources and experience than we have. However, the market is large, and
very few competitors hold significant market share. Additionally, there are few
barriers to entry for new companies entering the market and offering similar
products or services. However, as a result of our direct relationship to
manufacturers in Asia, we believe that we presently enjoy a competitive
advantage in terms of quality and pricing that allows us to leverage these
relationships into increased market share and profitability.





There are
many competitors in GPD’s mobile electronics marketplace – including Sony,
Invision, Audiovox, Alpine and Audiobahn. The market is particularly fragmented
and none of these companies commands a significant share of the market. Also, we
are able to offer lower pricing on a wide range of products than these
competitors. GPD has been awarded supplier status, purchase orders and a
supplier code with Chrysler in direct bidding with many other companies in the
marketplace, including those listed above, thus demonstrating our ability to
compete effectively in the marketplace.





There are
five major national competitors in OES’s engine management marketplace – Denso,
NTK, Robert Bosch, AC Delco, Walker Supply. Each of these, as well as the other
companies in the marketplace, focuses on a niche, as none is large enough to
supply all facets of the automotive parts supply chain. We have been able to
take advantage of our sourcing ability and relationships to create a demand for
our products in the marketplace and cultivate a unique niche for our OES
business as a specialist in procuring hard-to-find parts, particularly in the
engine




6




management
segments of the industry.





We also
compete with a number of well-established companies that manufacture and sell
products similar to those that we distribute. Our mobile electronics products
compete against factory-supplied audio components (including General Motors,
Ford and Daimler Chrysler), security, and mobile video systems. Our mobile
electronics products also compete in the automotive aftermarket against major
companies such as Sony, Panasonic, Kenwood, Motorola and Pioneer.





As a
distributor, the barriers to entry for a company to provide similar products and
services are minimal, making it possible for new competitors to enter the market
with relative ease. In addition, many of the existing and potential competitors
have longer operating histories, greater name recognition, larger consumer bases
and significantly greater financial, technical and marketing resources. However,
we have developed exclusive import arrangements with our tier-one manufacturers
and can sell the products to dealerships at a very competitive
price.





Patents
and Intellectual Property





With the
exception of the programmable defrost and cooling systems for vehicles (US
Patent #5791407 and Canadian Patent #2258839) developed by GPD’s predecessor,
Rapids Incorporated, we do not own any patent, trademark, or legally enforceable
claim to proprietary intellectual property. (See “Risk Factors”). We do not
currently, nor do we intend to, make use of the patents listed
above.





Governmental
Regulation





We are
unaware of and do not anticipate having to expend significant resources to
comply with any governmental regulations of the automotive electronics and
accessories industry.  We are subject to the laws and regulations of
those jurisdictions in which we plan to sell our product, which are generally
applicable to business operations, such as business licensing requirements,
income taxes and payroll taxes.  In general, the sale of our Products
is not subject to special regulatory and/or supervisory
requirements.





Compliance
with Environmental Laws





We have
not incurred and do not anticipate incurring any expenses associated with
environmental laws.





Employees





We have
twelve (12) employees, primarily consisting of management, administrative, and
warehouse personnel. Five of these individuals are employees of OES, three work
for GPD, and four are employees of GAC. We have one contract sourcing person in
China whom we currently retain as an independent contractor.  We also
retain consultants to assist in operations on an as-needed, contract
basis.





7




Research
and Development Expenditures





We have
not incurred any research or development expenditures since our
incorporation.





Subsidiaries





We
currently have two wholly owned subsidiaries, Global Parts Direct, Inc., a
Florida corporation (“GPD”), and OE Source L.C., a Florida limited liability
company (“OES”).





Item 2.   Description of Property





Our
principal executive offices are located at our warehouse at 5422 Carrier Drive,
Suite 309, Orlando, FL 32819. We pay $5,088 per month to lease this property,
and the lease is scheduled to expire on November 30, 2008. We have an additional
warehouse at 1410 West 14th Street,
Suite 102, Tempe AZ 85281. We pay $7,818 per month to lease this property, and
this lease is also scheduled to expire on November 30, 2008. We do not have
renewal options on either property, we anticipate that we will need to negotiate
renewals or seek new properties in the next six to ten months. We do not own or
lease any other significant property.





Item 3.   Legal Proceedings





We are
not a party to any pending legal proceedings where any officer, director,
affiliate of owner of 5% or more of our common stock is adverse to us or where
the amount of damages claimed, exclusive of interest and costs, exceeds ten
percent of our current assets. Pursuant to the terms of the Merger,
responsibility for any liability emerging from our pre-merger business relies
wholly with our pre-merger management.





Item 4.   Submission of Matters to a Vote of Security
Holders





No
matters were submitted to a vote of the Company's shareholders during the
quarter ended December 31, 2007.




8




PART II





Item 5.    Market for Common Equity and Related
Stockholder Matters and Small Business Issuer Purchases of Equity
Securities





Market
Information




Our
authorized capital stock consists of 90,000,000 shares of common stock, $0.001
par value per share and 10,000,000 million shares of Preferred Stock, par value
$0.001 per share. There were 14,056,663 shares of common stock issued and
outstanding and 0 shares of Preferred Stock issued and outstanding as of April
4, 2008.






The
Company's common stock trades on the OTC Bulletin Board under the symbol of
"GNAU.OB".  Prior to March 10, 2008, the common stock traded under on
the OTC Bulletin Board under the symbol of “UIRI.OB.”  As of March 13,
2008, the closing sale prices of the common stock was $0.00 per share. The
following are the high and low sale prices for the common stock by quarter as
reported by the OTC Bulletin Board for the last two fiscal years.





Fiscal
      Year Ending December 31, 2007Quarter
      Ended
            
            High
      $
            
            Low
      $December
      31, 2007
            
            0
            
            0September
      30, 2007
            
            n/a
            
            n/aJune
      30, 2007
            
            n/a
            
            n/aMarch
      30, 2007
            
            n/a
            
            n/a








Fiscal
      Year Ending December 31, 2006Quarter
      Ended
            
            High
      $
            
            Low
      $December
      31, 2006
            
            n/a
            
            n/aSeptember
      30, 2006
            
            n/a
            
            n/aJune
      30, 2006
            
            n/a
            
            n/aMarch
      30, 2006
            
            n/a
            
            n/a





The
quotations and ranges listed above were obtained from OTCBB.  The
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions.





Holders
of Our Common Stock





As of
April 4, 2008, we had 14,056,663 shares of our common stock issued and
outstanding, held by 105 shareholders of record.





Dividends





The
Company has not declared, or paid, any cash dividends since inception and does
not anticipate declaring or paying a cash dividend for the foreseeable
future.





9




Nevada
law prohibits our board from declaring or paying a dividend where, after giving
effect to such a dividend, (i) we would not be able to pay our debts as they
came due in the ordinary course of our business, or (ii) our total assets would
be less than the sum of our total liabilities plus the amount that would be
needed, if the corporation were to be dissolved at the time of distribution, to
satisfy the rights of any creditors or preferred stockholders.





Securities
Authorized for Issuance Under Equity Compensation Plans





Equity
      Compensation Plan Information
              As
      of December 31, 2007Plan
      category
            Number
      of securities to be issued upon exercise of outstanding options, warrants
      and rights
              
              (a)
            Weighted-average
      exercise price of outstanding options, warrants and rights
              
              (b)
            Number
      of securities remaining available for future issuance under equity
      compensation plans (excluding securities reflected in column
      (a))
              
              (c)Equity
      compensation plans approved by security holdersEquity
      compensation plans not approved by security holdersTotal
            0
            0
            0





(a)
            No
      stock rights exist at December 31,
2007


(b)
            No
      stock rights exist at December 31,
2007


(c)
            Subsequent
      to the end of the reporting period, we signed an employment agreement with
      our President, Joe DeFrancisci. According to the terms of the agreement,
      in addition to his starting base salary of $220,000 per year, Mr.
      DeFrancisci will receive a stock grant equal to 5% of the issued and
      outstanding common stock in the company once the Merger and the currently
      ongoing private placement of our securities has closed.  We
      estimate the total grant at 750,000 shares, which will vest at a rate of
      0.25% per quarter (37,500 shares per
quarter).




10




We
believe that it is important and beneficial to give employees and key
consultants and advisors the opportunity to participate in ownership. Equity
compensation, in addition to regular salaries, enables us to attract and retain
highly qualified employees, consultants and advisors in an extremely competitive
market.  Therefore, on March 28, 2008, after the end of the reporting
period, our Board adopted a stock option plan.





Item 6.  Management’s Discussion and Analysis or Plan of
Operation





THE
FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN
THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL
REPORT.





The
following discussion reflects our plan of operation. This discussion should be
read in conjunction with the audited financial statements of our accounting
predecessor, GAS Nevada, for the fiscal years ended December 31, 2006 and
December 31, 2007. This discussion contains forward-looking statements, within
the meaning of Section 27A of the Securities Act of 1933, as amended, Section
21E of the Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995, including statements regarding our
expected financial position, business and financing plans. These statements
involve risks and uncertainties. Our actual results could differ materially from
the results described in or implied by these forward-looking statements as a
result of various factors, including those discussed below and elsewhere in this
Form 10KSB.





Forward-Looking
Statements





This
Annual Report on Form 10-KSB contains forward-looking statements, as defined in
the Private Securities Litigation Reform Act of 1995. To the extent that any
statements made in this Report contain information that is not historical, these
statements are essentially forward-looking. Forward-looking statements can be
identified by the use of words such as “expects,” “plans,” “will,” “may,”
“anticipates,” believes,” “should,” “intends,” “estimates,” and other words of
similar meaning. These statements are subject to risks and uncertainties that
cannot be predicted or quantified and, consequently, actual results may differ
materially from those expressed or implied by such forward-looking statements.
Such risks and uncertainties include, without limitation:




·
            Our limited and
      unprofitable operating history;·
            the ability to raise
      additional capital to finance our activities;·
            legal and regulatory
      risks associated with the Merger;·
            the future trading
      of our common stock;·
            our ability to
      operate as a public company;·
            general economic and
      business conditions;·
            the volatility of
      our operating results and financial condition; and·
            our
      ability to attract or retain qualified senior scientific and management
      personnel.








11




The
foregoing factors should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements that are included in this
Annual Report on Form 10-KSB.





Information
regarding market and industry statistics contained in this Report is included
based on information available to us that we believe is accurate. It is
generally based on industry and other publications that are not produced for
purposes of securities offerings or economic analysis. We have not reviewed or
included data from all sources, and cannot assure investors of the accuracy or
completeness of the data included in this Report. Forecasts and other
forward-looking information obtained from these sources are subject to the same
qualifications and the additional uncertainties accompanying any estimates of
future market size, revenue and market acceptance of products and services. We
do not undertake any obligation to publicly update any forward-looking
statements. As a result, investors should not place undue reliance on these
forward-looking statements.





Overview





Our
business model focuses on automotive parts sales and distribution in two main
categories, which are serviced by our two wholly-owned subsidiaries. The first
wholly-owned subsidiary is GPD, which provides auto sound, mobile video, and
mobile electronics to auto manufacturers, vehicle processing centers, and major
distributors. Our second wholly-owned subsidiary, OES, focuses on selling and
distributing engine management products and other traditional auto parts to the
largest US distributors.





Discussion
and Analysis





As
discussed in greater detail on a current report on our Form 8-K filed February
28, 2008, we entered into a Merger Agreement on February 22, 2008, with GAS
Nevada whereby GAS Nevada merged with and into UIR Sub, and we subsequently
merged with UIR Sub in a short-form merger transaction under Nevada law and, in
connection with this short form merger, changed our name to General Automotive
Company, effective February 22, 2008. As a result of the merger, in exchange for
100% of the outstanding capital stock of GAS Nevada, the former stockholders of
GAS Nevada had the right to receive 8,149,535 shares of our common stock, which
represented approximately 58.70% of our outstanding common stock following the
Merger and related transactions. Thus, GAS Nevada is considered the accounting
acquirer in the Merger, and all references to our financial and other history in
this Form 10KSB, and in particular in the Management’s Discussion and Analysis
section, refer to the history of GAS Nevada unless the context specifically
indicates that we are referencing the businesses of Bridgefilms or
UIR.





Prior to
November 26, 2007, we were in the business of creating documentary films about
terminal diseases. However, we were unable to complete post-production
activities on our first film and determined to acquire new assets and change our
business plan. Our intention is to carry on the business of GAS Nevada as our
primary line of business, and to cease our prior business by terminating all
operations associated with our prior business.





12




Through
the Merger, we also acquired 100% interest in the two wholly-owned subsidiaries
of GAS Nevada, GPD and OES, which are now our wholly-owned subsidiaries. All of
our business operations are conducted through these two subsidiaries as
described above (see “Description of Business”). Our combined Net Loss for the
Year ended December 31, 2007 was $1,751,144 compared to $2,878,337 for the prior
year. This decrease in our Net Loss was due primarily to the acquisition of OES
on January 1, 2007.





Results
of Operations for the Years Ended December 31, 2007 and December 31,
2006





We
generated $15,292,780 in revenues during the year ended December 31, 2007,
compared to $4,947,516 during the year ended December 31, 2006. The increase in
revenues was due primarily to the acquisition of OE Source. We incurred expenses
of $1,954,576, recorded the value of stock issued as compensation for services
of $1,247,250 in addition to the Cost of Goods Sold of $13,271,384, resulting in
a net loss from operations of $1,180,430 for the year ended December 31,
2007.





We
incurred expenses of $2,033,563, recorded the value of stock issued as
compensation for services of $1,374,107, in addition to the Cost of Goods Sold
of $4,149,558 resulting in a net operating loss of $2,609,712 for the year ended
December 31, 2006. While our Cost of Goods Sold increased both as a dollar value
and as a percentage of income, our other expenses and stock based compensation
decreased in both actual dollars and in proportion to revenue from the year
ended December 31, 2006 to the year ended December 31, 2007, resulting in a
lower net loss for 2007. The decrease in Cost of Goods Sold percentage was due
primarily to the acquisition of OE Source which generally operates at higher
gross margins. Selling, General & Administrative expenses was significantly
reduced from 2006 to 2007 due to cost efficiencies and increased sales
volume.  Each operating company has active programs to improve both
revenue and cost structure for 2008.  We intend to further increase
our margins by enhancing our sourcing efforts in Asia during 2008 and
2009.





Liquidity
and Capital Resources





As of
December 31, 2007, we had Current Assets in the amount of $3,759,376, consisting
mostly of, accounts receivable, and inventory. On the same date, we had Current
Liabilities of $9,471,367, consisting mostly of accounts payable, a bank line of
credit, and notes. Thus, as of December 31, 2007, we had a working capital
deficit of $5,711,991.





The
conversion of approximately $5.7 million of notes payable into the common stock
of GAS Nevada immediately prior to the Merger and the recent sale of 1,507,328
shares of our common stock for $1,350,500 in connection with our ongoing private
placement better positions us to implement our business plan over the next
twelve months.  If we determine that we do not presently have
sufficient capital to fully fund our growth and development, we will seek
additional capital through the financial markets.  In connection with
raising this additional capital, we will incur appropriate accounting and legal
fees.


Off
Balance Sheet Arrangements
 
 As of
December 31, 2007, there were no off balance sheet
arrangements.


13




Item 7.   Financial Statements





Index to
Financial Statements:





Audited
      Financial Statements:F-1
            Report of Independent Registered Public Accounting
      FirmF-2
            Consolidated Consolidated Balance Sheets as of December 31,
      2007 and 2006F-3
            Consolidated Statements of Operations for the Years Ended
      December 31, 2007 and 2006F-4
            Consolidated Statement of Stockholders’
    EquityF-5
            Consolidated Statements of Cash Flows for the Years Ended
      December 31, 2007  and 2006F-6
            Notes to Consolidated Financial
    Statements









Independent Auditors’ Report
  To the
Stockholder and Board of Directors
 Global
Automotive Supply, Inc.
  We have
audited the accompanying consolidated balance sheets of Global Automotive
Supply, Inc. and Subsidiaries as of December 31, 2007 and 2006 and the related
consolidated statements of operations, shareholder’s deficit, and cash flows for
the years then ended. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.
  We
conducted our audits in accordance with auditing standards generally accepted in
the United States of America. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Global Automotive Supply,
Inc. and Subsidiaries at December 31, 2007 and 2006, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of
America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses from operations and has a
net capital deficiency that raise substantial doubt about its ability to
continue as a going concern. Management’s plan in regard to these matters is
also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 Cross,
Fernandez & Riley, LLP
 Certified
Public Accountants
 February
10, 2008
  F-1
 Global Automotive Supply, Inc. and
Subsidiaries
 Consolidated Balance
Sheets
  December
      31,
              2007
              
              2006Assets(Note
      7)Current
      assets:Cash
      and cash equivalents
              $
              600
              
              $
              170,556Accounts
      receivable
              
              2,399,956
              
              
              399,414Inventories
              
              1,358,820
              
              
              442,723Total
      current assets
              
              3,759,376
              
              
              1,012,693Property, plant and
      equipment, net (Note 4)
              
              19,451
              
              
              19,182Customer relationship,
      net (Notes 3 and 5)
              
              1,272,133
              
              
              1,484,155Other assets,
      net
              
              114,183
              
              
              77,778$
              5,165,143
              
              $
              2,593,808Liabilities
      and Shareholder’s DeficitCurrent
      liabilities:Accounts
      payable
              $
              2,499,164
              
              $
              342,187Lines
      of credit (Note 7)
              
              1,526,589
              
              
              226,802Accrued
      expenses (Note 6)
              
              727,614
              
              
              1,406,990Notes
      payable to related parties, current portion (Note 8)
              
              4,718,000
              
              
              –Total
      current liabilities
              
              9,471,367
              
              
              1,975,979Notes payable torelated parties,less current portion
      (Note 8)
              
              2,653,867
              
              
              3,700,000Total
      liabilities
              
              12,125,234
              
              
              5,675,979Commitments and
      contingencies (Note 11)
              
              –
              
              
              –Shareholder’s deficit(Note 10):Common
      stock; $0.001 par value; 75,000,000 shares authorized, 26,000,001 issued
      and outstanding at 2007 and 16,374,000 issued and outstanding at
      2006
              
              26,000
              
              
              16,374Additional
      paid-in capital
              
              –
              
              
              571,975Accumulated
      deficit
              
              (6,986,091)
              
              
              (3,670,520)Total
      shareholder’s deficit
              
              (6,960,091)
              
              
              (3,082,171)$
              5,165,143
              
              $
              2,593,808
 
 See
accompanying notes to consolidated financial statements.
  F-2
 Global Automotive Supply, Inc. and
Subsidiaries
 Consolidated Statements
of Operations
  Year
      ended December 31,
              2007
              
              2006Revenues
              $
              15,292,780
              
              $
              4,947,516Costs
      of goods sold
              
              (13,271,384)
              
              
              (4,149,558)Gross
      profit
              
              2,021,396
              
              
              797,958Expenses:Selling,
      general and administrative
              
              1,954,576
              
              
              2,033,563Stock-based
      compensation (Note 10)
              
              1,247,250
              
              
              1,374,107Loss
      from operations
              
              (1,180,430)
              
              
              (2,609,712)Other
      income (expense):Interest
      income
              
              7,881
              
              
              2,885Interest
      expense
              
              (585,841)
              
              
              (272,240)Other,
      net
              
              7,246
              
              
              730Total other expense,net
              
              (570,714)
              
              
              (268,625)Net
      loss
              $
              (1,751,144)
              
              $
              (2,878,337)
 
 See
accompanying notes to consolidated financial statements.
  F-3
 Global Automotive Supply, Inc. and
Subsidiaries
 Consolidated Statements of Shareholder's
Deficit
  Common
      Stock
                Shares Value
              
              Additional
                  Paid-InCapital
              
              AccumulatedDeficit
              
              TotalBalance,December 31, 2005
              10,000,000
              
              $
              10,000
              
              $
              190,001
              
              $
              (792,183)
              
              $
              (592,182)Common
      stock issued in connection with stock-based compensation (Note
      10)
              2,600,000
              
              
              2,600
              
              
              309,400
              
              
              –
              
              
              312,000Common
      stock issued in PME acquisition (Note 3)
              3,774,000
              
              
              3,774
              
              
              72,574
              
              
              –
              
              
              76,348Net
      loss
              –
              
              
              –
              
              
              –
              
              
              (2,878,337)
              
              
              (2,878,337)Balance,December 31, 2006
              16,374,000
              
              
              16,374
              
              
              571,975
              
              
              (3,670,520)
              
              
              (3,082,171)Common
      stock issued in connection with stock-based compensation (Note
      10)
              9,626,001
              
              
              9,626
              
              
              2,396,874
              
              
              –
              
              
              2,406,500Recapitalization
      upon related party acquisition (Note 3)
              –
              
              
              –
              
              
              (2,968,849)
              
              
              (1,564,427)
              
              
              (4,533,276)Net
      loss
              –
              
              
              –
              
              
              –
              
              
              (1,751,144)
              
              
              (1,751,144)Balance,December 31, 2007
              26,000,001
              
              $
              26,000
              
              $
              –
              
              $
              (6,986,091)
              
              $
              (6,960,091)
 
 See
accompanying notes to consolidated financial statements.
  F-4
 Global Automotive Supply, Inc. and
Subsidiaries
 Consolidated Statements of Cash
Flows
   Year
      ended December 31,
              2007
              
              2006Cash
      flows from operating activities:Net
      loss
              $
              (1,751,144)
              
              $
              (2,878,337)Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
              
              10,071
              
              
              7,157Amortization
              
              232,022
              
              
              212,022Loss
      on disposal of equipment
              
              43,670
              
              
              –Stock-based
      compensation
              
              1,247,250
              
              
              1,374,107Decrease
      (increase) in assets:Accounts
      receivable
              
              (1,588,133)
              
              
              59,557Inventories
              
              (401,647)
              
              
              46,514Prepaid
      expenses and other current assets
              
              (96,115)
              
              
              18,378Increase
      (decrease) in liabilities:Accounts
      payable
              
              1,386,342
              
              
              (76,022)Accrued
      expenses
              
              523,873
              
              
              203,660Net
      cash used in operating activities
              
              (393,811)
              
              
              (1,032,964)Cash
      flows from investing activities:Purchase
      of property, plant and equipment
              
              –
              
              
              (11,318)Cash
      acquired upon acquisition of OES
              
              271,291
              
              
              –Net
      cash provided by (used in) investing activities
              
              271,291
              
              
              (11,318)Cash
      flows from financing activities:Net
      borrowings under lines of credit
              
              549,787
              
              
              –Borrowings
      on notes payable to related parties
              
              784,875
              
              
              1,199,802Payments
      on notes payable to related parties
              
              (1,382,099)
              
              
              –Net
      cash (used in) provided by financing activities
              
              (47,437)
              
              
              1,199,802Net
      increase (decrease) in cash and cash equivalents
              
              (169,956)
              
              
              155,520Cash andcash equivalents, beginning of
      year
              
              170,556
              
              
              15,036Cash andcash equivalents, end of
      year
              $
              600
              
              $
              170,556Supplemental
      disclosure of cash flow information:Interest
      paid during year
              $
              192,930
              
              $
              186,920Supplemental
      schedule of noncash activities:Noncash transactions:Recapitalization upon related partyacquisition of OES
              $
              4,533,276
              
              $
              –Common stock issued as
      compensation
              $
              2,406,500
              
              $
              312,000Common stock issued in PME
      acquisition
              $
              –
              
              $
              76,348
 
 See
accompanying notes to consolidated financial statements.
  F-5
 
 Global Automotive Supply, Inc. and
Subsidiaries
 Notes
to Consolidated Financial Statements
  1.
              Nature
      of Business and Summary of Significant Accounting Policies
              Nature of Business
                
                The
      accompanying consolidated financial statements include the accounts of
      Global Automotive Supply, Inc. (“the Company”) and its wholly-owned
      subsidiaries, OE Source, LC and Global Parts Direct, Inc., (collectively,
      the “Company”). All significant intercompany accounts, transactions and
      profits are eliminated.
 
 The
      Company is primarily engaged in the distribution of auto parts and
      electronics. The Company’s products are sold in the U.S. and foreign
      markets through its own sales force, independent sales representatives and
      independent distributors.
 
 Cash
      Equivalents
                
                For
      purposes of the statement of cash flows, the Company considers all highly
      liquid instruments with original maturities of less than three months to
      be cash equivalents.
 
 Revenue
      Recognition
                
                Revenue
      is recognized upon shipment of products to
  customers.
 
 Allowance for Doubtful
      Accounts
                
                The
      Company maintains current receivable amounts and regularly monitors and
      assesses its risk of not collecting amounts owed to it by customers. This
      evaluation is based upon an analysis of amounts currently and past due
      along with relevant history and facts particular to the customer. Based
      upon the results of this analysis, the Company records an allowance for
      uncollectible accounts. This analysis requires the Company to make
      significant estimates and as such, changes in facts and circumstances
      could result in material changes in the allowance for doubtful accounts.
      After all attempts to collect a receivable have failed, the receivable is
      written off against the allowance. There was no allowance at
      December 31, 2007 or 2006.
  F-6
  Inventories
                
                Inventories
      consisting of primarily finished electronic components are stated as the
      lower of cost or market, with cost being determined by the first-in,
      first-out (FIFO) method.
 
 Property, Plant and
      Equipment
                
                Property,
      plant and equipment is stated at cost, less accumulated depreciation.
      Expenditures for additions and improvements which extend the life of the
      assets are capitalized. Expenditures for maintenance and repairs are
      charged to expense as incurred. Major replacements and improvements are
      capitalized. Gains and losses resulting from sales or retirements are
      recorded as incurred, at which time the cost and accumulated depreciation
      are removed from the accounts.
 
 Depreciation
      is provided using the straight-line method over the following average
      estimated useful lives of the
assets:
 
 YearsElectronic
      data processing equipment
              5Furniture
      and fixtures
              7
 
 Customer
      Relationship
                
                Customer
      relationship represents an open purchase order agreement with the
      Company’s largest customer and is amortized on a straight-line basis over
      its estimated useful life of eight years (see Notes 3 and
    5).
  F-7
  
 Impairment of
      Long-Lived Assets
                
                In
      accordance with Statement of Financial Accounting Standard (“SFAS”) No.
      114, “Accounting for the
      Impairment or Disposal of Long-Lived Assets,” the Company evaluates
      the carrying value of long-lived assets when circumstances indicate the
      carrying value of those assets may not be fully recoverable. The Company
      evaluates recoverability of long-lived assets held for use by comparing
      the net carrying value of an asset group to the estimated undiscounted
      cash flows (excluding interest) during the remaining life of the asset
      group. If such an evaluation indicates that the future undiscounted cash
      flows of certain long-lived asset groups are not sufficient to recover the
      carrying value of such asset groups, the assets are then adjusted to their
      fair values.
 
 Stock-Based
      Compensation
                
                Stock-based
      compensation represents the cost related to stock-based awards granted to
      employees and related parties of the Company. The Company measures
      stock-based compensation cost at the date stock was issued, based on the
      estimated fair value of the award and recognizes the cost as expense over
      the requisite service period. The expense is recorded in selling, general
      and administrative in the Consolidated Statement of
      Operations.
 
 The
      Company records deferred tax assets for awards that result in deductions
      on the company’s income tax returns, based on the amount of compensation
      cost recognized and the company’s statutory tax rate in the jurisdiction
      in which it will receive a deduction. Differences between the deferred tax
      assets recognized for financial reporting purposes and the actual tax
      deduction reported on the company’s income tax return are recorded in
      additional paid-in capital.
  F-8
  Income
      Taxes
                
                The
      Company is a Nevada corporation. Taxes are accrued based on estimates of
      full year taxable profit, and estimates are paid to Federal tax
      authorities and those of the states where the Company has nexus for tax
      purposes.
 
 Deferred
      income taxes are recognized for the tax consequences in future years for
      differences between the tax bases of assets and liabilities and their
      financial reporting amounts at each year end based on enacted tax laws and
      statutory tax rates applicable to the period in which the differences are
      expected to affect taxable income. Valuation allowances are established
      when necessary to reduce deferred tax assets to the amount expected to be
      realized. Prior to January 1, 2007, the Company was an LLC. Accordingly,
      the shareholders were responsible for any tax
  payments.
 
 Concentration of
      Credit Risk
                
                The
      Company maintains its cash and cash equivalents in bank deposit accounts,
      which, at times, may exceed federally insured limits. The Company has not
      experienced any losses in such accounts. The Company believes it is not
      exposed to any significant credit risk on cash and cash
      equivalents.
 
 Use of
      Estimates
                
                The
      preparation of consolidated financial statements in conformity with
      accounting principles generally accepted in the United States of America
      requires management to make estimates and assumptions that affect the
      reported amounts of assets and liabilities and disclosure of contingent
      assets and liabilities at the date of the financial statements and the
      reported amounts of revenues and expenses during the reporting period.
      Actual results could differ from those
  estimates.
  F-9
  2.
              Going
      Concern
              As
      shown in the accompanying financial statements, the Company incurred a net
      loss of $2,878,337 and $1,751,144 during the years ended December 31, 2006
      and 2007, respectively, and as of December 31, 2007, the Company’s current
      liabilities exceeded its current assets by $5,711,991 and there is a
      deficit in equity totaling $6,960,091. These factors create an uncertainty
      about the Company’s ability to continue as a going concern. Management of
      the Company has developed a plan to reduce its debt by converting
      $5,753,867 of its related party notes payable to common stock and a sale
      of securities to unrelated investors (see Notes 8 and 13). The ability of
      the Company to continue as a going concern is dependent on the plan’s
      success. The financial statements do not include any adjustments that
      might be necessary if the Company is unable to continue as a going
      concern.
 
 3.
              Acquisitions
              PME
      Acquisition
                
                In
      December 2005, the Company acquired Promise Mobile Electronics, Inc.
      (“PME”), an unrelated third party. The purchase price for this acquisition
      was $1,696,177, composed of cash and common stock of the Company, and was
      allocated entirely to the customer relationship acquired (see Note 5)
      since there were no other assets and liabilities of PME at the date of
      acquisition.
                
                OE Source LC
      Acquisition
                
                On
      January 1, 2007, the Company completed the acquisition of substantially
      all of the assets of OE Source LC (“OLE”), a company related through
      common ownership and management control. The purchase price was $4,000,000
      and was paid through the issuance of 5% notes payable due January 2010 to
      related parties. On December 31, 2007, these note holders entered into an
      agreement to convert their notes into common stock of the Company when the
      proposed merger of the Company into a publicly-held company occurs (see
      Notes 8 and 13). Results of operations from this acquired entity are
      included in the Consolidated Statements of Operations since the date of
      acquisition.
  F-10
  The
      following summarizes the estimated fair values of the assets acquired and
      liabilities recorded in connection with the OES
    acquisition:
 
 December 31,
              
              2007CashAccounts
      receivable
              $
              271,291Inventory
              
              412,409Fixed
      assets
              
              514,450Other
      assets
              
              54,010Accounts
      payable
              
              4,290Line
      of credit
              
              (770,635)Notes
      payable
              
              (750,000)Excess
      purchase price over net assets acquired
              
              (269,091)4,533,276$
              4,000,000
 
 The
      excess of purchase price over the net assets acquired was recorded against
      additional paid-in capital and retained earnings since management control
      of both companies was effectively vested in the significant shareholders
      of OES both before and after the acquisition. OES is engaged in the
      distribution of automotive parts, and the Company believes that this
      strategic partner will enhance its overall ability to service its
      customers.
  F-11
  4.
              Property,
      Plant
                and
      Equipment
              Property,
      plant and equipment consist of the
following:
 
 December 31,
              2007
              
              2006Electronic
      data processing equipment
              $
              24,457
              
              $
              11,805Furniture
      and fixtures
              
              12,222
              
              
              14,53436,679
              
              
              26,339Less:
      accumulated depreciation
              
              (17,228)
              
              
              (7,157)$
              19,451
              
              $
              19,182
 
 For
      the years ended December 31, 2007 and 2006, depreciation expense totaled
      approximately $10,701 and $7,157,
respectively.
 
 5.
              Customer
                Relationship
              The
      customer relationship represents an open purchase order agreement with the
      Company’s largest customer which has no set maturity date and can be
      terminated by either party at any time. This customer accounted for 24%
      and 51% of the Company’s total revenues in 2007 and 2006, respectively.
      The Company has determined that this relationship has a useful life of
      eight years based upon industry or company-specific data. This asset is
      being amortized on a straight-line basis over its estimated useful life.
      Amortization expense was $212,022 per year for 2007 and 2006. Unless there
      is an impairment, amortization expense will be $212,022 annually for each
      of the next six years.
 
 6.
              Accrued
      Expenses
              Accrued
      expenses consist of the following:
 
 December 31,
              2007
              
              2006Interest
              $
              497,911
              
              $
              105,000Accrued
      compensation from stock-based compensation
              
              –
              
              
              1,203,250Dividend
      payable
              
              63,000
              
              
              63,000Accrued
      warranty
              
              134,985
              
              
              35,625Other
              
              31,718
              
              
              115$
              727,614
              
              $
              1,406,990
  F-12
  7.
              Lines
      of Credit
              The
      Company has two revolving lines of credit with a bank. The aggregate
      maximum borrowings under these lines is $2,240,000. The lines originally
      renewed annually until August 1, 2007; since that date, the Company has
      received monthly extensions of the lines. Each line carries an interest
      rate of prime, 7.25% at December 31, 2007, plus 0.75%. The lines are
      secured by the Company’s accounts receivable, inventory and other
      nonsecured assets. In addition, the lines are guaranteed by certain of the
      Company’s stockholders. At December 31, 2007 and 2006, the balance of the
      lines were $1,526,589 and $226,802, respectively. Draws under these lines
      are limited to 75% of accounts receivable and 50% of
      inventory.
 
 8.
              Notes
      Payable to Related Parties
              Notes
      payable consist of amended loans made to the Company from a group of
      related parties whom are stockholders of the Company. The terms of these
      notes are as follows:
 
 December 31,
              2007
              
              20069%
      unsecured notes payable due February 15, 2008
              $
              1,200,000
              
              $
              1,200,000Unsecured
      notes payable, due December 1, 2008 with various rates from 0% to
      18%
              
              418,000
              
              
              –5%
      unsecured convertible notes convertible at $.05 per common share, due
      December 1, 2008
              
              2,500,000
              
              
              2,500,0005%
      unsecured notes payable due January 31, 2010
              
              3,253,867
              
              
              –7,371,867
              
              
              3,700,000Less
      current portion
              
              (4,718,000
              
              
              –Long-term
      portion
              $
              2,653,867
              
              $
              3,700,000
  F-13
 
 On
      December 31, 2007, the Company entered into conversion agreements with the
      convertible note holders to convert the entire principal and accrued
      interest into shares of the Company’s common stock at a rate of 82.851
      shares per dollar of debt converted. The conversion agreements anticipate
      and are conditional upon a closing of a financing agreement with unrelated
      investors. The conversion agreements terminate on March 1,
      2008.
 
 In
      connection with the purchase of OE Supply (see Note 3), the Company issued
      $4,000,000 in 5% unsecured notes payable to various stockholders that
      mature on January 31, 2010. The outstanding balance at
      December 31, 2007 was $3,253,867 with principal payments due twice
      monthly. The aggregate principal due on these notes is $600,000 in 2008,
      $600,000 in 2009 with the balance of $2,053,867 due in
    2010.
 
 9.
              Income
      Taxes
              The
      components of deferred tax assets consist of the
  following:
 
 December 31,
              2007
              
              2006Deferred
      tax assets:Accrued
      warranty reserve
              $
              51,000
              
              $
              13,000Net
      operating loss carryforward
              
              1,985,000
              
              
              1,364,000Gross
      deferred tax assets
              
              2,036,000
              
              
              1,377,000Valuation
      allowance
              
              (2,036,000)
              
              
              (1,377,000)Net
      deferred tax asset
              $
              –
              
              $
              –
 
 Deferred
      tax assets resulting from the net operating loss carry forwards and the
      tax effects of the carrying value of assets for tax and financial
      reporting differences have been offset by a valuation allowance as it is
      more likely than not that some portion or all of the deferred tax asset
      will not be utilized.
                As
      of December 31, 2007, the Company has a net operating loss
      carryforward of approximately $5,274,800 that expires at various dates
      through 2022.
   F-14
  10.
              Common
      Stock
              The
      common stock of the Company primarily consists of shares issued in
      connection with stock-based compensation to related parties of the Company
      during 2005, 2006 and 2007. Stock-based compensation costs are measured at
      the date the stock was granted based on the fair value of Company’s common
      stock at that date and was recognized as expense over the requisite
      service period, some of which related to periods prior to grant date.
      Compensation expense for share-based payments was $1,247,250 and
      $1,374,107 during 2007 and 2006, respectively. The following common shares
      were issued:
 
 Year
      ended December 31,
              
              2007
              
              2006Common
      shares granted and issued
              
              9,626,001
              
              2,600,000Fair
      market value per share
              
              .25
              
              .12
 
 11.
              Commitments
      and Contingencies
              Operating Lease
      Obligations
                
                The
      Company leases property under noncancelable operating leases which expire
      at various dates through November 2008. The minimum future rental payments
      under all noncancelable operating leases for 2008 are approximately
      $129,500.
 
 Rent
      expense incurred under operating leases amounted to approximately $181,000
      and $113,000 for the years ended December 31, 2007 and 2006,
      respectively.
 
 Letters of
      Credit
                
                At
      December 31, 2007 and 2006, the Company had outstanding letters of credit
      of $1,021,300, and $279,253, respectively The letters of credit act as
      guarantee of payment to certain vendors and are secured by the Company’s
      line of credit. At December 31, 2007 and 2006, additional collateral to
      secure the letters of credit in the amount of $600,000 and $86,753,
      respectively, was provided by certain related parties in addition to the
      line of credit.
  F-15
 
 Litigation
                
                In
      the ordinary course of business, the Company is subject to certain
      litigation. In the opinion of management, such litigation will not have a
      significant adverse effect on the financial position of the
      Company.
 
 12.
              Concentrations
              The
      Company sells the majority of its products to three customers. During the
      year ended December 31, 2007, sales to these three customers were
      approximately 49%, 25% and 24% of total revenues. During the year ended
      December 31, 2006, sales were concentrated with two of these customers who
      accounted for approximately 51% and 27% of total
  revenues.
 
 The
      Company purchases the majority of its products from two vendors. During
      the year ended December 31, 2007, purchases from these two suppliers were
      approximately 55% and 14% of total purchases, and during the year ended
      December 31, 2006, purchases from two suppliers were approximately 50% and
      37% of total purchases.
 
 13.
              Proposed
      Merger and Offering
              The
      Company is planning a merger into a publicly traded shell company and to
      simultaneously raise a maximum of $5 million in a private placement of
      securities of the shell company to be sold to
                “accredited
      investors” pursuant to Rule 506 of Regulation D under the Securities Act
      of 1933, as amended. The offering will be for a combination of shares of
      common stock and warrants to purchase additional shares of common stock
      for a period of three years.
 
 In
      connection with the merger, the holders of the Company’s convertible notes
      have agreed to convert their notes into shares of the Company concurrent
      with the merger and closing of the private placement (see Note
      8).




F-16




Item
8.   Changes In and Disagreements with Accountants on Accounting
and FinancialDisclosure





As
previously reported on Form 8K filed April 7, 2008, Moore & Associates,
Chartered, Independent Registered Public Accounting Firm, the independent
registered public accounting firm who had been engaged as the principal
accountant to audit the Company’s financial statements, was dismissed effective
April 4, 2008. On April 4, 2008, the Board of Directors of the Company approved
the engagement of Cross, Fernandez & Riley, LLP, Certified Public
Accountants, as the new independent registered public accounting
firm.





The
decision to change the Company’s independent registered public accounting firm
from Moore & Associates, Chartered, Independent Registered Public Accounting
Firm, to Cross, Fernandez & Riley, LLP, Certified Public Accountants, was
approved by the Board of Directors of the Company.





The Moore
& Associates, Chartered, Independent Registered Public Accounting Firm
reports on the Corporation’s financial statements for the years ended August 31,
2006 and ended August 31, 2007 did not contain adverse opinions or disclaimers
of opinion, nor were such reports qualified or modified as to uncertainty, audit
scope or accounting principle, except as follows:





1.
            The
      audit reports for the years ended August 31, 2006 and August 31, 2007
      contained an uncertainty about the Company’s ability to continue as a
      going concern.





During
the year ended August 31, 2007 and through April 4, 2008, there have been no
disagreements with Moore & Associates, Chartered, Independent Registered
Public Accounting Firm on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure which
disagreements, if not resolved to the satisfaction of Moore & Associates,
Chartered, Independent Registered Public Accounting Firm, would have caused it
to make a reference to the subject matter of the disagreements in its reports on
the Corporation’s financial statements for such years. During the year ended
August 31, 2007 and through April 4, 2008, there were no “reportable events”, as
described in Item 304(a)(1)(v) of Regulation S-K.





During
the fiscal years for the Company ended August 31, 2006 and August 31, 2007, the
Company did not consult Cross, Fernandez & Riley, LLP, regarding any of the
matters outlined in Item 304(a)(2) of Regulation SB.





Item 8A.  Controls and Procedures





Management’s
Report On Internal Control Over Financial Reporting





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rule 13a-15(f) under the Exchange Act.
This rule defines internal control over financial reporting as a process
designed by, or under the supervision of, the Company’s Chief Executive Officer
and Chief Financial Officer, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with U.S. GAAP. Our internal control over
financial reporting




15




includes
those policies and procedures that:




•
            Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Company;




•
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with U.S. GAAP, and that
      receipts and expenditures of the Company are being made only in accordance
      with authorizations of management and directors of the
      Company; and




•
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the Company’s assets that
      could have a material effect on the financial
  statements.





Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of our disclosure controls
and procedures as of December 31, 2007. Based on this evaluation, our management
has concluded that our disclosure controls and procedures adequately 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 SEC's rules and forms. The evaluation did not identify
any change in our internal control over financial reporting that occurred during
the fiscal year ended December 31, 2007 that has materially affected or is
reasonably likely to materially affect our internal control over such
reporting.





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.





A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis. In its
assessment of the effectiveness of internal control over financial reporting as
of December 31, 2007, we determined that there were control deficiencies
that constituted material weaknesses, as described below.





1. We
did not maintain a sufficient complement of personnel with an appropriate level
of technical knowledge of U.S. GAAP including financial statement footnote
disclosures, experience in the application of U.S. GAAP commensurate
with our financial accounting and reporting requirements. This material
weakness, if not remediated, has the potential to cause a material misstatement
in the future.





16




2. Due to
the significant number and magnitude of out-of-period adjustments identified
during the year-end closing process, management has concluded that the controls
over the period-end financial reporting process were not operating effectively.
Specifically, controls were not effective to ensure that significant non-routine
transactions, accounting estimates, and other adjustments were appropriately
reviewed, analyzed, and monitored on a timely basis. This was evidenced by a
significant number of out-of-period adjustments noted during the year-end
closing process.  A material weakness in the period-end financial reporting
process could result in us not being able to meet our regulatory
filing deadlines and, if not remediated, has the potential to cause a material
misstatement or to miss a filing deadline in the future.





3. There
are no written accounting policies and procedures, no written authority and
approval policies and procedures for the transactions of the Company and no
segregation of duties in the processing of transactions within the recording
cycle.  This material weakness if not remediated, has the potential to
cause a material misstatement in the future.





4. There
are no preventative and detective IT systems in place to prevent and/or detect
fraud other than password protection.





The
recommendations to remediate these deficiencies are as follows:





1. Retain
additional staff knowledgeable in U.S. GAAP for assistance in the preparation of
annual and interim financial statements.





2.
Consider enhancing preventative and detective IT system controls.





3. Create
and implement written accounting policies and procedures and written authority
and approval policies and procedures for the transactions of the
Company.





4.  Implement
a system of segregation of duties in the processing of transactions within the
recording cycle.





Accordingly, we
concluded that these control deficiencies resulted in a reasonable possibility
that a material misstatement of the annual or interim financial statements will
not be prevented or detected on a timely basis by the company’s internal
controls. As a result of the material weaknesses described above, management has
concluded that we did not maintain effective internal control over
financial reporting as of December 31, 2007





Our
auditors, Cross, Fernandez & Riley, LLP, Certified Public Accountants, was
not required to and has not issued a report concerning the effectiveness of our
internal control over financial reporting as of December 31, 2007.





Limitations on the
Effectiveness of Internal Controls





Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives
and our Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective at that reasonable assurance
level.  Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within our company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of the internal control. The design of any system of controls also is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions. Over time, control may
become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate.




17




PART III





Item
9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance withSection
16(a) of the Exchange Act





The
following information sets forth the names of our current directors and
executive officers, their ages as of March 28, 2008 and their present positions.
With the exception of Mr. Christenson, who was appointed effective February 22,
2008, the executive officers and directors listed below were the executive
officers and directors of GAS Nevada, our accounting acquirer, as of December
31, 2007.




Name
            Age
            Office(s)
      HeldJoe
      DeFrancisci
            49
            President,
      CEO, and DirectorHarry
      Christenson
            63
            Chief
      Financial OfficerDan
      Valladao
            43
            Vice-President
      of Business Development and DirectorSechoon
      Park
            49
            President
      – Global Parts DirectTim
      Alford
            47
            President
      – OE Source





Set forth
below is a brief description of the background and business experience of our
current executive officers and directors.





Joseph L DeFrancisci is our
President and Chief Executive Officer, as well as Chairman of our Board of
Directors. Previously, Mr. DeFrancisci served as Senior Vice President of
Worldwide Operations for Grindmaster Corporation (2003-2007) with
responsibilities for Global Operations and overall responsibility for
Grindmaster’s Thailand subsidiary. Prior to working for Grindmaster, he served
as Senior Partner with the Highwood Group LLP (2000-2003) a consulting firm
focused on competitive strategy and operational effectiveness. Prior to 2000 Mr.
DeFrancisci was President of Pasta Montana LLC and previously served as Vice
President of Operations for Howden Food Equipment Inc. a public company based in
Glasgow, Scotland. Mr. DeFrancisci earned his B.S. in Industrial Technology
Education from the State University of New York in 1985 and is an alumnus of the
Kellogg Graduate School of Management’s Advanced Executive Program
2000.





In
addition to his role as an officer and director of GAC, Mr. DeFrancisci also
served as the sole officer and director of UIR prior to the Merger.





Harry Christenson is our Chief
Financial Officer. Mr. Christenson has significant experience as a Senior
Corporate Financial Officer, Business Process Strategist, and Operational and
Business Development Manager.  Mr. Christenson has extensive
experience as Chief Financial Officer of large and small companies, both private
and public.  He has served from 2000 – 2003 as Chief Financial Officer
of LNG Holdings a large private firm, from 2003-2005 with IntegraGroup a private
financial consulting firm- from 2005-2006 as Chief Financial Officer of Fulmer
Logistics and . from 2006-2008 with IntegraGroup a private financial consulting
firm. . Prior to 2000 Mr.




18




Christenson
served as Chief Financial Officer in a number of other companies including
Octagon and Penril Data Comm Networks.  Mr. Christenson received his
Bachelors Degree in Accounting in 1966 from Fairfield University and his Masters
of Business Administration from University of New Haven CT in 1974.





Dan Valladaois our Vice
President of Business Development and a Director. Mr. Valladao is one of our
founders and has over 20 years of automotive experience, including retail,
wholesale, and OEM sales channels. From 1999 until he formed OE Source in April
2004, Mr. Valladao worked for APS International, a global manufacturer and
distributor of automotive products, as Director of Sales and
Marketing.





Sechoon Park is the President
of Global Parts Direct, Inc., our wholly-owned subsidiary. Mr. Park has more
than 15 years experience in marketing and sales management, international
project management and technical sales and support. Since 2003, Mr. Park has
served as Vice-President of OEM Sales at Promise Mobile Electronics, Inc.
(“PME”) and as President of Global Parts Direct, subsequent to the acquisition
of PME by GPD in November of 2005. His duties have included developing and
implementing product marketing and sales strategies for the automotive OEM
accessories business. Mr. Park graduated with an MBA from Yale University in
1987.





Tim Alford is the President of
OE Source L.C., a Florida limited liability company, our wholly-owned
subsidiary. Mr. Alford has over 25 years in sales and marketing with both OEM
and global distribution channels.  Previously, from 2000 to 2004 he
served as Operations and Marketing manager for Arrow Electronics where his
primary responsibilities were to provide management direction relating to all
aspects of product procurement and inventory control. In addition, he provided
sales and product expertise to customers and sales force.





Family
Relationships





There are
no family relationships between or among the directors, executive officers or
persons nominated or chosen by us to become directors or executive
officers.





Involvement
in Certain Legal Proceedings





To  the
best of our knowledge, during the past five years, none of the
following  occurred  with  respect  to a
present or former director, executive officer, or  employee: (1) any
bankruptcy petition filed by or against any business  of which such
person was a general partner or executive officer either
at  the  time  of the bankruptcy or within two
years prior to that time; (2) any conviction in a
criminal  proceeding  or  being subject to a
pending criminal
proceeding  (excluding  traffic  violations and
other minor offenses); (3) being subject  to  any order,
judgment or decree, not subsequently reversed, suspended
or  vacated,  of  any  court  of  competent  jurisdiction,  permanently  or
temporarily enjoining, barring, suspending or otherwise limiting his or her
involvement in  any  type of business, securities or banking
activities; and (4) being found
by  a  court  of  competent  jurisdiction  (in  a  civil
action), the SEC or the
Commodities  Futures  Trading  Commission  to  have  violated
a federal or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.





19




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 independent
accountants, reviews with management and the independent accountants 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 independent auditor and the performance of the independent
auditor.





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.





When
evaluating director nominees, our directors consider the following
factors:





·
            The
      appropriate size of our Board of
Directors;


·
            Our
      needs with respect to the particular talents and experience of our
      directors;


·
            The
      knowledge, skills and experience of nominees, including experience in
      finance, administration or public service, in light of prevailing business
      conditions and the knowledge, skills and experience already possessed by
      other members of the Board;


·
            Experience
      in political affairs;


·
            Experience
      with accounting rules and practices;
and


·
            The
      desire to balance the benefit of continuity with the periodic injection of
      the fresh perspective provided by new Board
  members.





Our goal
is to assemble a Board that brings together a variety of perspectives and skills
derived from high quality business and professional experience. In doing so, the
Board will also consider candidates with appropriate non-business
backgrounds.





Other
than the foregoing, there are no stated minimum criteria for director nominees,
although the Board may also consider such other factors as it may deem are in
our best interests as well as our stockholders. In addition, the Board
identifies nominees by first evaluating the current members of the Board willing
to continue in service. Current members of the Board with skills and experience
that are relevant to our business and who are willing to continue in service are
considered for re-nomination. If any member of the Board does not wish to
continue in service or if the Board decides not to re-nominate a member for
re-election, the Board then identifies the desired skills and experience of a
new nominee in light of the criteria above. Current members of the Board are
polled for
suggestions as to individuals meeting the criteria described above. The Board
may also engage in research to identify qualified individuals. To date, we have
not engaged third parties to identify or evaluate or assist in identifying
potential nominees, although we reserve the right in the future to retain a
third party search firm, if necessary. The Board does not typically consider
shareholder nominees because it believes that its current nomination process is
sufficient to identify directors who serve our best interests.





Section
16(a) Beneficial Ownership Reporting Compliance





To the
best of our knowledge, no officer, director or beneficial owners of more than
ten percent of our common stock failed to timely file reports required by
Section 16(a) during the most recent fiscal year or prior years.





Code
of Ethics Disclosure





As of
December 31, 2007, we had not adopted a Code of Ethics for Financial Executives,
which include our principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions. On March 21, 2008, we adopted a Code of Ethics which governs all of
our employees, including our principal executive officer, principal financial
officer, and principal accounting officer and controller.  We reported
the adoption of the code and provided a copy of it in conjunction with our
filing on Form 8K on March 24, 2008.





20





Item 10.  Executive Compensation





Summary
Compensation Table





The table
below summarizes all compensation awarded to, earned by, or paid to both to our
officers and to our directors for all services rendered in all capacities to us
for our fiscal years ended December 31, 2007 and 2006.




SUMMARY
      COMPENSATION TABLEName
              and
              principal
              position
            Year
            Salary($)
            Bonus
              ($)
            Stock
              Awards
              ($)
            Option
              Awards
              ($)
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            Nonqualified
              Deferred
              Compensation
              Earnings
      ($)
            All
      Other
              Compensation
              ($)
            Total
              ($)Joe
      DeFrancisci
              President,
      CEO, Director
            2007
              2006
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0Dan
      Valladao, VP, Director
            2007
              2006
            120,000
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            120,000
              0Sechoon
      Park, President GPD
            2007
              2006
            120,000
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            120,000
              0Tim
      Alford, President OES
            2007
              2006
            112,000
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            112,000
              0Virginia
      F. Perry, former President and Director
            2007
              2006
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0





Narrative
Disclosure to the Summary Compensation Table





We have
no written employment contracts with any of our officers or directors except for
Mr. DeFrancisci and Mr. Christenson.  We have an employment agreement
in place with Mr. DeFrancisci that retains him through January of 2013.
According to the terms of the agreement, in addition to his starting base salary
of $220,000 per year, Mr. DeFrancisci will receive a stock grant equal to 5% of
the issued and outstanding common stock in the company once the Merger and the
currently ongoing private placement of our securities has closed.  We
estimate the total grant at 750,000 shares, which will vest at a rate of 0.25%
per quarter (37,500 shares per quarter). We also provide Mr. DeFrancisci with a
basic relocation allowance and temporary housing allowance of $10,000, health
insurance, a leased car and an incentive compensation bonus in a discretionary
amount to be determined by our Board of Directors.





We have
an employment agreement in place with Mr. Christenson that retains him as our
Chief Financial Officer through 2010. Mr. Christenson will receive a base salary
of $175,000 per year.  Mr. Christenson will also receive health
insurance or at his option a payment equivalent to the cost of his health
insurance.  Mr. Christenson shall be eligible for participation in our
executive management stock option program when it is finalized and
approved.





21




Stock
Option Grants





We have
not granted any stock options to the executive officers or directors since our
inception.  On March 28, 2008, after the end of the reporting period,
our Board adopted a stock option plan.





Outstanding
Equity Awards at Fiscal Year-End





The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of December 31,
2007.





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
      AWARDS
            STOCK
      AWARDSName
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Exercisable
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Unexercisable
            Equity
              Incentive
              Plan
              Awards:
              Number
      of
              Securities
              Underlying
              Unexercised
              Unearned
              Options
              (#)
            Option
              Exercise
              Price
              ($)
            Option
              Expiration
              Date
            Number
              of
              Shares
              or
      Units
              of
              Stock
      That
              Have
              Not
              Vested
              (#)
            Market
              Value
              of
              Shares
              or
              Units
              of
              Stock
              That
              Have
              Not
              Vested
              ($)
            Equity
              Incentive
              Plan
              Awards:
              Number
              of
              Unearned
              Shares,
              Units
      or
              Other
              Rights
              That
      Have
              Not
              Vested
              (#)
            Equity
              Incentive
              Plan
              Awards:
              Market
      or
              Payout
              Value
      of
              Unearned
              Shares,
              Units
      or
              Other
              Rights
              That
              Have
      Not
              Vested
              (#)Joseph
      L. DeFrancisci
            -
            -
            -
            -
            -
            -
            -
            -
            -Dan
      Valladao
            -
            -
            -
            -
            -
            -
            -
            -
            -Sechoon
      Park
            -
            -
            -
            -
            -
            -
            -
            -
            -Tim
      Alford
            -
            -
            -
            -
            -
            -
            -
            -
            -Virginia
      F. Perry
            -
            -
            -
            -
            -
            -
            -
            -
            -




22




Compensation
of Directors





The table
below summarizes all compensation of our directors as of December 31,
2007.





DIRECTOR
      COMPENSATIONName
            Fees
      Earned or
              Paid
      in
              Cash
              ($)
            Stock
      Awards
              ($)
            Option
      Awards
              ($)
            Non-Equity
              Incentive
              Plan
              Compensation
              ($)
            Non-Qualified
              Deferred
              Compensation
              Earnings
              ($)
            All
              Other
              Compensation
              ($)
            Total
              ($)Joe
      DeFrancisci
              President,
      CEO, Director
            -
            -
            -
            -
            -
            -
            -Dan
      Valladao, VP, Director
            -
            -
            -
            -
            -
            -
            -Virginia
      F. Perry, former President and Director
            -
            -
            -
            -
            -
            -
            -





Narrative
Disclosure to the Director Compensation Table





We do not
pay any compensation to our directors at this time. However, we reserve the
right to compensate our directors in the future with cash, stock, options, or
some combination of the above.





Employment
Agreements





We have
an employment agreement in place with Mr. DeFrancisci that retains him through
January of 2013. According to the terms of the agreement, in addition to his
starting base salary of $220,000 per year, Mr. DeFrancisci will receive a stock
grant equal to 5% of the issued and outstanding common stock in the company once
the Merger and the currently ongoing private placement of our securities has
closed.  We estimate the total grant at 750,000 shares, which will
vest at a rate of 0.25% per quarter (37,500 shares per quarter).We also provide
Mr. DeFrancisci with a relocation allowance, health insurance, a leased car and
an incentive compensation bonus in a discretionary amount to be determined by
our Board of Directors.





We have
an employment agreement with Mr. Harry Christenson that retains him as our Chief
Financial Officer through 2010. Mr. Christenson will receive a base salary of
$175,000 per year.  Mr. Christenson will also receive health insurance
or at his option a payment equivalent to the cost of his health
insurance.  Mr. Christenson shall be eligible for participation in our
executive management stock option program.





Stock
Option Plans





We did
not have a stock option plan in place as of December 31, 2007.





On March
21, 2008, our Board adopted a stock option plan.


We
previously reported the adoption of our stock option plan and provided a copy of
it in conjunction with our filing on Form 8K on March 24, 2008.




Item
11.  Security Ownership of Certain Beneficial Owners and Management
and RelatedStockholder
Matters





The
following table sets forth certain information known to us with respect to the
beneficial ownership of our Common Stock as of the effective date of the Merger
by (1) all persons who are beneficial owners of 5% or more of our voting
securities, (2) each director, (3) each executive officer, and (4) all directors
and executive officers as a group. The information regarding beneficial
ownership of our common stock has been presented in accordance with the rules of
the Securities and Exchange Commission. Under these rules, a person may be
deemed to beneficially own any shares of capital stock as to which such person,
directly or indirectly, has or shares voting power or investment power, and to
beneficially own any shares of our capital stock as to which such person has the
right to acquire voting or investment power within 60 days through the exercise
of any stock option or other right. The percentage of beneficial ownership as to
any person as of a particular date is calculated by dividing (a) (i) the number
of shares beneficially owned by such person plus (ii) the number of shares as to
which such person has the right to acquire voting or investment power within 60
days by (b) the total number of shares outstanding as of such date, plus any
shares that such person has the right to acquire from us within 60 days.
Including those shares in the tables does not, however, constitute an admission
that the named stockholder is a direct or indirect beneficial owner of those
shares. Unless otherwise indicated, each person or entity named in the table has
sole voting power and investment power (or shares that power with that person’s
spouse) with respect to all shares of capital stock listed as owned by that
person or entity.





Except as
otherwise indicated, all Shares are owned directly and the percentage shown is
based on 14,056,663 Shares of Common Stock issued and outstanding as of April 4,
2008. Addresses for all of the individuals listed in the table below are c/o
General Automotive Company, 5422 Carrier Drive, Suite 309, Orlando, FL
32819.





23





Title
      of class
            Name
      and addressof
      beneficial owner (2)
            Amount
      ofbeneficial
      ownership
            Percentof
      classCurrent
      Executive Officers & Directors:Common
            Joe
      DeFrancisci
            0(3)
      Shares
            0.0%Common
            Dan
      Valladao
            2,226,231
      Shares
            15.8%Common
            Sechoon
      Park
            352
      Shares
            <0.01%Common
            Tim
      Alford
            303,560
      Shares
            2.1%Total
      of All Current Directors and Officer:More
      than 5% Beneficial OwnersCommon
            Douglas
      J. Nagel, Trustee of the Douglas J. Nagel Revocable Trust
            3,585,323
      Shares
            25.5%Common
            Jim
      Byrd as Managing Partner of Windemere Capital Partners, LLC and Vanguard
      Capital, LLC
            1,389,520
      Shares
            9.8%Common
            David
      N. Baker
            891,384
            6.3%





(1)
            Includes
      all currently issued and outstanding shares, shares underlying loans
      convertible within 60 days, and shares underlying warrants convertible
      within 60 days.(2)
            As
      used in this table, "beneficial ownership" means the sole or shared power
      to vote, or to direct the voting of, a security, or the sole or shared
      investment power with respect to a security (i.e., the power to dispose
      of, or to direct the disposition of, a security). In addition, for
      purposes of this table, a person is deemed, as of any date, to have
      "beneficial ownership" of any security that such person has the right to
      acquire within 60 days after such date.(3)
            While
      Mr. DeFrancisci will not own any shares as of April 4, 2008, his
      employment agreement stipulates that he will receive a stock grant equal
      to 5% of the issued and outstanding common stock in the company once the
      Merger and the currently ongoing private placement of our securities has
      closed.  We estimate the total grant at 750,000 shares, which
      will vest at a rate of .25% per quarter (37,500 shares per
      quarter).








Item 12.   Certain Relationships and Related
Transactions





Except as
disclosed herein, and with the exception of the Merger, none of our directors or
executive officers, nor any proposed nominee for election as a director, nor any
person who beneficially owns, directly or indirectly, shares carrying more than
5% of the voting rights attached to all of our outstanding shares, nor any
members of the immediate family (including spouse, parents, children, siblings,
and in-laws) of any of the foregoing persons has any material interest, direct
or indirect, in any transaction over the last two years or in any presently
proposed transaction which, in either case, has or will materially affect
us.





Prior to
the Merger, Mr. Joseph DeFrancisci  was the sole officer and director
of UIR and was an officer and director of GAS Nevada.  As such, the
Merger may be considered a related party transaction.





24





Item 13.   Exhibits





Exhibit
              Number
            Description3.1
            Articles
      of Incorporation, as amended (1)3.2
            Bylaws,
      as amended (1)31.1
            Certification
      of Chief Executive Officer pursuant to Securities Exchange Act Rule
      13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            Certification
      of Chief Financial Officer pursuant to Securities Exchange Act Rule
      13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002





(1)
            Incorporated
      by reference to the Registration Statement on Form SB-2 filed with the
      Securities and Exchange Commission on October 3, 2006.  On
      February 28, 2008, we further amended our articles and bylaws solely to
      reflect the change in the Company’s name to “General Automotive
      Company”





Item 14.   Principal Accountant Fees and
Services





Below is
the table of Audit Fees (amounts in US$) billed by our auditor in connection
with the audit of the Company’s annual financial statements for the years
ended:





Financial
      Statements for the Year Ended December 31
            Audit
      Services
            Audit
      Related Fees
            Tax
      Fees
            Other
      Fees2007
            $67,700
            $0
            $0
            $02006
            $77,000
            $0
            $0
            $0




25




SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





General
Automotive Company





By:
            /s/Joseph
    DeFrancisciJoseph
      DeFrancisci
              Chief
      Executive OfficerApril
      9, 2008





In accordance with Section 13 or 15(d)
of the Exchange Act, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates
indicated:





By:
            /s/Harry
  ChristensonHarry
      Christenson
              Chief
      Financial OfficerApril
      9, 2008