UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

Amendment No. 1



|x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------

For the fiscal year ended December 31, 2009



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
|- | --------------------------------------------------------------------------

For the transition period from              to

Commission file number: 333-137755

General Automotive Company

(Name of small business issuer in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 20-3893833                          
|(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: 407-363-5633

Securities registered under Section 12(b) of the Exchange Act:



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which
registered
|None                |  | not applicable                           

Securities registered under Section 12(g) of the Exchange Act:



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of each class |  | Name of each exchange on which
registered
|None                |  | not applicable                           

Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.    Yes   ̈    No  x

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   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.    Yes   ̈    No  x

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



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

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 the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter: $788,221 at June 30, 2009.

State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: 23,854,417 as of
March 26, 2010.



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EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K/A (this Amendment No. 1) of General Automotive Company (the Company)
amends the Registrants Annual Report on Form 10K for the fiscal year ended December 31, 2009, originally filed on April 15, 2010 (the Original Filing).

This Amendment No. 1 is being filed to provide additional Management Discussion and Analysis of Operation regarding Liquidity and Capital Recourses
 page 5 of the Original Filing. This Amendment also includes expanded disclosure of the basis for valuation of Note 10: Stock Warrants and Options - page 18 of the Original Filing.

Except as described in this explanatory note, no other information in the Original Filing is being modified or amended by this Amendment No. 1 and this
Amendment No. 1 does not otherwise reflect events occurring after April 15, 2010, which is the filing date of the Original Form 10K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and the
Registrants other filings with the SEC.



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|Item 7. | 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.

Forward-Looking Statements

The following discussion reflects our plan of operation. 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 10K.

This Annual Report on Form 10-K 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.
| | - |  | --------------------------------------------------------------------------------------

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-K.

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. Through our wholly-owned subsidiary, we focus on selling and distributing engine
management products and other traditional auto parts to the largest US distributors. Our management intends to continue expanding the customer base of OES and its level of sales. At the same time we plan to increase the volume of our business
through the acquisition of similar companies involved in the sale and distribution of automotive parts.

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 10K, 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.



4



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Through the Merger, we also acquired 100% interest in the two wholly-owned subsidiaries of GAS Nevada,
Global Parts Direct, Inc. (GPD) and OE Supply, LC (OES). OES is our sole operating subsidiary at present. During the third quarter of 2008, we decided to discontinue the operations of our wholly-owned subsidiary, GPD. During
November 2008 our board of directors agreed to the disposal of GPD through a sale of selected assets. This sale was closed on November 14, 2008. The sale was fundamentally at liquidation value resulting in a loss on disposal of $946,790. The
boards decision was based on continued reductions in the demand for the type of electronic products that were being provided by GPD during the year combined with customer pricing pressures and the inability to source low product quantities at
favorable pricing. All of our business operations are now conducted through the remaining subsidiary, OES as described above (see Description of Business). Our combined Net Loss for the Year ended December 31, 2009 was $1,177,712
compared to $3,318,765 for the prior year.

Results of Operations for the Years Ended December 31, 2009 and December 31, 2008

We generated $11,487,908 in revenues during the year ended December 31, 2009, compared to $12,383,241 during the year ended
December 31, 2008. The overall contraction of the aftermarket automotive parts industry in general and specifically to a decrease in sales to a key customer contributed to the reduction in revenue for the twelve months ended December 31,
2009. The general economic conditions during the year diminished the previous realized growth to only approximately $895,000 in revenue. Although there was a decrease in revenue in for the twelve months ended December 31, 2009 when compared to
the twelve months ended December 31, 2008, gross profit increased 22.29%. Gross profit increase to $1,414,800 from $1,156,958 for the year ended December 31, 2009 and December 31, 2008, respectively. The improvement in gross profit
dollars of $257,842 is a result of sustained improvements in sourcing and supply-chain management. This represents a improvement in the rate of gross profit from 9.34% at December 31, 2008 to 12.32% at December 31, 2009.

Our selling, general and administrative expense was $319,566 lower for the year ending December 31, 2009 as compared to the year ending
December 31, 2008. The expenses of our wholly-owned subsidiary, OES, were comparable for the years ended December 31, 2009 and 2008. The expenses related to public company costs continued to decrease during the year ended December 31,
2009. Professional services fees decreased $208,980 during the twelve month ending December 31, 2009 to $515,470 compared to $724,450 for the same period ending in 2008. Further, an approximate decrease of $208,635 in corporate payroll expense
was realized for the year ending December 31, 2009 contributing to the overall decrease in expenses.

Stock-based compensation cost
decreased by $388,384 during the year ended December 31, 2009 as compared to the same period in 2008 due to a reduction in the number of transactions involving the issuance of stock for services and the reduction in the price of the
Companys stock.

Interest expense increased by $198,029 during the year ended December 31, 2009 as compared to the same period in
2008. The increase in interest expense reflects a combination of both the impact of additional interest expense related to the Bridge Loan financing received from a related party on April 20, 2009 and benefit realized from lower costs
associated with our asset-based line of credit.

There were no residual losses associated with discontinued operations for the year ending
December 31, 2009. However, net loss from discontinued operations of $1,367,531, includes the loss on disposal in 2008 of $946,790. The result was a net loss from continuing operations of $1,177,712 for the year ended December 31, 2009
compared to a net loss from operations of $1,951.234 for the year ended December 31, 2008.

Liquidity and Capital Resources

As of December 31, 2009, we had current assets in the amount of $2,159,485, consisting primarily of accounts receivable and
inventory. On the same date, we had current liabilities of $3,310,419, consisting primarily of accounts payable and a bank line of credit. Thus, as of December 31, 2009, we had a working capital deficit of $1,030,932 as compared to a working
capital deficit of $979,088 at December 31, 2008. This increase in our working capital deficit during the year ended December 31, 2009 is directly related to the addition of mezzanine financing during the year, including a related party
note.

The asset-based line of credit remained $2.0 million. We were not in violation of any of the financial covenants associated with the
line of credit at the December 31, 2009. The available draw balance was $17,309 at December 31, 2009.

Our ongoing operations
consumed more cash than they generated in 2009. As of December 31, 2009, we expect that the cash flows derived from our existing ongoing operations together with our cash resources available under the OES Line of credit are unlikely to be
sufficient to meet our needs for the next twelve months. In order to bridge these short term cash needs, since approximately October 2009, we have been raising additional working capital by selling short term promissory notes in private
transactions. As of December 31, 2009, we had borrowed $100,000 through these efforts and as of March 31, 2010, we had raised a total of $300,000. The notes are generally due within 24 months of initial issuance and bear interest at a rate
of 12%. Our ability to repay these notes, as well as to continue to obtain the cash necessary to meet our ongoing operational needs over the next twelve months, is dependent upon our ability to either raise additional capital through the sales of
debt or equity or upon an improvement in cash flows from our ongoing operations. There can be no assurance that we will be able to raise the capital necessary to meet these commitments on favorable terms or at all, nor can there be any assurance
that we will be successful in improving our existing operations such that they will generate sufficient cash flows for meet our liquidity needs over the next twelve months. If we are unable to do so our business and operations will be adversely
affected.



5



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Our ability to satisfy our liquidity needs over the longer term is contingent upon a combination of improved
revenues/gross profit from our existing operations and any additional operations we are able to obtain from acquisitions or joint-venture transaction. Our management is actively seeking to acquire additional, complementary businesses or joint
venture opportunities that will enhance the value of the Company as wells as improve our cash flows. Our Management has invested time evaluating several proposals for possible acquisition or joint-venture, however, majority of these opportunities
were not pursued and none have closed during the period ended December 31, 2010. There can be no assurance that we will be able to identify and acquire complementary businesses or enter into joint ventures on favorable terms or at all, nor can
there be any assurance that we will be successful in improving our existing operations such that they will generate sufficient cash flows for meet our long term liquidity needs. If we are unable to do so our business and operations will be adversely
affected.

Critical Accounting Estimates

Managements discussion and analysis of our financial condition and results of operations are based upon General Automotive Companys
consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to our allowance for accounts receivable
and stock-based compensation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates given a change in conditions or assumptions that have been consistently applied.

The Companys significant accounting policies are described in Note 1 of our financial statements. The methodology for its estimates and assumptions
are as follows:

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.

Stock-based compensation.
Stock-based compensation represents the cost related to common stock granted to employees and related parties of the Company. The Company measures stock-based compensation cost at the date the common stock was issued, based on the quoted market
price of the Companys common stock and recognizes the cost as expense over the requisite service period. For officer and director stock purchase options we use volatility estimates based on similar public companies within the industry with
readily determinable historical stock price information. In addition we used the five year treasury bond rate at time of grant for the risk free rate in the Black-Scholes fair value estimation model.

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.

Recent Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46r, (SFAS 167). SFAS 167 amends
FASB Interpretation No. 46 (Revised December 2003), Consolidation of Variable Interest Entities-an interpretation of ARB No. 51, (FIN 46r) to require an enterprise to perform an analysis to determine whether the
enterprises variable interest or interests give it a controlling financial interest in a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity; to eliminate
the quantitative approach previously required for determining the primary beneficiary of a variable interest entity; to add an additional reconsideration event for determining whether an entity is a variable interest entity when any changes in facts
and circumstances occur such that holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entitys
economic performance; and to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprises involvement in a variable interest entity. SFAS 167 becomes effective for the
Company on January 1, 2010. Management is currently evaluating the potential impact of SFAS 167 on the financial statements.

Off
Balance Sheet Arrangements

As of December 31, 2009, there were no off balance sheet arrangements.

Contractual Obligations

As of
December 31, 2009, we were obligated for $152,100 in future lease payments through 2011 for the office and warehouse space at 5422 Carrier Drive in Orlando, Florida. The amounts due over the next two years are approximately $78,600 in 2010 and
$73,500 in 2011.



6



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General Automotive Company and Subsidiaries

Notes to Consolidated Financial Statements



|Item 8. | Financial Statements
|------- | --------------------



|10. | Common Stock and Equity Securities. On February 22, 2008, Global Automotive Supply, Inc. (GAS), merged with and into Utility Investment
Recovery, Inc. (UIR), a public shell company. In connection with the Merger, UIR was the surviving corporation although GAS was the surviving operating entity. As a result of the Merger, UIR changed its name to General Automotive
Company. The stockholders of GAS received the right to receive two (2) shares of the Companys common stock for each ninety-one (91) issued and outstanding shares of GAS common stock. As a result, at closing, in exchange for 100% of
the outstanding capital stock of GAS, including 333,333 shares issued in connection with the conversion of a bridge loan, and 7,423,814 shares in connection with the conversion of related parties notes payable and accrued interest, the former
shareholders of GAS received 8,778,112 shares of the Companys common stock. Such holdings represent 36.80% of the outstanding common stock as of December 31, 2009.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

At the time of the Merger, there were 3,919,789 shares of common stock outstanding in UIR, the shell company, after the cancellation of
certain shares by several of the UIR shareholders. The certificates evidencing outstanding UIR shares were reissued as certificates for Company shares. Per board approved merger agreement each ninety-one (91) shares of GAS common stock issued
and outstanding immediately prior to the closing of the merger was converted into the right to receive two (2) shares of the Companys common stock.

Additionally, at the time of the Merger 266,667 warrants were issued to certain related parties that held $400,000 of GAS notes payable,
which notes payable were converted into 533,333 shares of common stock as discussed in note 7 above. The warrants have a strike price of $2.00 per common share and expire three years from the date of issuance. The warrants also have a call feature,
by which we can compel holders of the warrants to either exercise or surrender their warrants if our common stock trades at or above $3.50 for twenty (20) consecutive trading days. The fair market value of these warrants totaling $72,000 has
been recorded as additional interest expense valued at the time of the grant using the Black-Scholes fair value estimation model.



18



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During the twelve months ended December 31, 2008 the Company issued a total of
2,355,334 shares of common stock and 1,177,677 warrants to investors for net proceeds of $1,456,757 as a result of its private offerings which were exempt from registration under Rule 506 of Regulation D of the Securities Act of 1933, as amended.
Each warrant has a strike price of $2.00 per common share and will expire three years from the date of issuance. The warrants also have a call feature, by which we can compel holders of the warrants to either exercise or surrender their warrants if
our common stock trades at or above $3.50 for twenty (20) consecutive trading days. On July 30, 2008, the Company completed and closed an offering as reported on Form 8-K filed August 6, 2008. Pursuant to the Registration Rights
Agreement executed in connection with this private placement, the Company was required to file a Registration Statement within 90 days of the closing date of the of the offering. The Company did not file this Registration Statement, and pursuant to
the Registration Rights Agreement, the Company is required to pay to the stockholders party thereto liquidated damages in an amount equal to 0.5% of the stockholders investment, payable in cash or common stock valued at the original purchase
price for the common stock, at the discretion of the Company, up to a maximum of 6% of the stockholders investment, for each month the Company continues to be in violation of this provision. As of December 31, 2009 the Company has not
filed the Registration Statement and will be required to pay the penalty which has reached $87,822.

The Company also issued
warrants to purchase 135,640 shares of common stock as commission to the broker-dealer responsible for placing the shares and warrants in connection with this private offering. Each warrant has a strike price of $2.00 per common share and is
exercisable for a period of five years from the date of issuance. Also in relation to the private offering, the Company issued options to a consultant to purchase 300,000 shares of common stock at an exercise price of $0.75 per share for a period of
five years from the date of issuance.

On September 9, 2008 the Company issued a total of 18,182 shares of common stock
and 18,182 warrants to investors for net proceeds of $9,200 as a result of its private offerings which were exempt from registration under Rule 506 of Regulation D of the Securities Act of 1933, as amended. Each warrant has a strike price of $0.50
per common share and will expire three years from the date of issuance. The warrants also have a call feature, by which we can compel holders of the warrants to either exercise or surrender their warrants if our common stock trades at or above $3.50
for twenty (20) consecutive trading days.

On December 11, 2008, the Company issued a total of 428,571 shares of
common stock and 214,285 warrants to a related party in settlement of a $150,000 outstanding note payable. The warrants carry a strike price of $2.00 and expire three years from date of grant. The fair market value of these warrants totaling $15,000
has been recorded as additional interest expense valued at the time of the grant using the Black-Scholes fair value estimation model.

In addition to the warrants described above, during the year ended December 31, 2007 the Company also granted a lender warrants to
purchase 60,000 shares of the Companys common stock at an exercise price of $0.75 per share for a period of three years. This warrant also contains a cashless exercise provisions under which the holder of the warrant can exercise
it using shares of the Companys common stock. In accordance with EITF 00-19, Accounting for Derivative Financial Instruments Indexed To, and Potentially Settled in the Companys Own Stock, and the terms of the lender warrants,
the fair value of these warrants was accounted for as a liability, with an offsetting reduction to the carrying value of the Companys common stock. The warrant liability will be reclassified to equity upon exercise or expiration of the related
warrants. The fair value of the lender warrants on the grant date was estimated at $16,800. On December 31, 2008, the fair value of the warrants was re-measured and estimated at $1,200. The decrease of $15,600 was recorded in selling, general
and administrative expenses in the Consolidated Statement of Operations during the twelve months ended December 31, 2008.

Stock-Based Compensation.

During the twelve months ended December 31, 2009, the Company granted 15,115,000 options to purchase stock of the company. As
disclosed in an Form 8K, filed on November 4, 2009, the Company granted the president and CEO 10,000,000 options to purchase stock of the Company at a strike price of $.04 per share over a five year period. The Chief Financial Officer was
granted the option to purchase stock of the Company at a strike price of $.04 per share over a five year period. The Chief Operating Officer was granted the option to purchase stock of the Company over a five year period at a strike price of $.04
per share. The total of options granted to officers of the Company was 15,000,000 shares and were fully vested at the grant date. In accordance with FAS 123R Accounting for Stock-Based Compensation  Revised the company calculated
the fair value of these options at grant date. Based on the circumstances of the Company at the time, a volatility rate of 146% and a risk free interest rate of 2.71% was used in the Black-Scholes model to compute a fair value of $300,000 for these
options. An additional 115,000 options to purchase stock of the Company were issued in December 2009 to employees as an employment incentive. These shares were fully issued at the grant date and were issued at an exercise price of 10 day moving
market average per share over a five year period.

During the twelve months ended December, 2008, the Company recognized the
issuance of 112,500 shares of common stock to its president in connection with an employment agreement wherein the president would receive quarterly stock grants over a five year period for a total of 5% of the issued and outstanding common stock of
the Company as of the closing of the merger and the currently ongoing private placement of securities. The total grant was estimated to be



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750,000 shares, which would have vested at a rate of 5% per quarter. The compensation costs charged as operating expense for grants under the plan was $61,125 for the nine months ended
September 30, 2008. During the fourth quarter of 2008, the employment agreement with the Companys president was amended and the stock grant was replaced with stock options. Accordingly the 112,500 shares issued were returned to the
company and the $61,125 expense was reversed.

On November 3, 2008 the Companys president, as stated above, along
with other officers and directors were granted options to purchase stock of the Company. These options were for a total of 2,950,000 shares at a strike price of $0.385 per share over a three year period. The options were fully vested at grant date.
In accordance with FAS 123R Accounting for Stock-Based Compensation  Revised the company calculated the fair value of these options at grant date. Based on the circumstances of the Company at the time, a volatility rate of 113% and
a risk free interest rate of 2.71% was used in the Black-Scholes model to compute a fair value of $691,480 for these options. This value was recorded in selling, general and administrative expenses in the Consolidated Statement of Operations during
the final quarter of the year ended December 31, 2008.

Stock Warrants and Options. As of December 31, 2009,
there were outstanding warrants, consultant options and officer and director options for the purchase of 21,262,451 shares, with a weighted average strike price of $0.27.

The Company has issued warrants and options at various points from inception through the period ending March 31, 2010. The Company
estimates the fair value of all warrants and optioned issued using the Black-Scholes option pricing model. Each material component of the Black-Scholes option pricing model is based on a calculated Beta score comprised of several similar companies
in the Companys industry to arrive at a representative volatility rate for each respective period.

The Company
determines the industry comparative Beta by developing a composite Beta of Equity of organizations with similar operations. Generally, the Beta is a 3 year (36 month) compilation; from time to time the industry volatility must be reassessed prior to
the 3 year interval. The Company originally had a composite Beta Volatility computed in 2008. This initial calculation was prepared by external consultants and audited as of December 31, 2008. Subsequently, and prior to accounting for the options
issued in October 2009, the Beta Volatility was reviewed in response to material economic changes that have been realized in the automotive aftermarkets parts industry in general. As a result of this review, our management determined that the
appropriate volatility should be adjusted to 1.46 from the 1.13 used in prior periods. We further assumed that no dividends would be issued.

The exercise term of each warrant or option grant can vary and is based on a number of factors. In general, warrants issued in conjunction
with debt have a 3 year term; while employment contract granted options have a 5 year term. The 5 year term associated with the employment contracts reflects Managements long-term commitment to business continuity and growth of the
organization.

The following table summarizes the assumptions underlying our various option grants:

General Automotive Company

OPTION/WARRANT VALUATION

AT ISSUANCE





|                                         |  |                |   |  |          |   |  |              |   |  |          |   |  |          |  
|---------------------------------------- |  | -------------- | - |  | -------- | - |  | ------------ | - |  | -------- | - |  | -------- | -
|Group                                    |  | DebtConversion |   |  | Officers |   |  | BoardMembers |   |  | Investor |   |  | Officers |  
|Grant date:                              |  | 11/02/04       |   |  | 11/02/04 |   |  | 11/02/04     |   |  | 09/30/05 |   |  | 10/30/09 |  
|Term  years                             |  | 3.00           |   |  | 3.00     |   |  | 3.00         |   |  | 3.00     |   |  | 5.00     |  
|                                         |  |                |   |  |         
|Input Variables                          |  |                |   |  |          |   |  |              |   |  |          |   |  |          |  
|Date                                     |  | 11/02/04       |   |  | 11/02/04 |   |  | 11/02/04     |   |  | 09/30/05 |   |  | 10/30/09 |  
|Expected Life in months                  |  | 36             |   |  | 36       |   |  | 36           |   |  | 36       |   |  | 60       |  
|Annual Volatility                        |  | 1.13           |   |  | 1.13     |   |  | 1.13         |   |  | 1.13     |   |  | 1.46     |  
|Annual Dividend Percentage               |  | 0              |   |  | 0        |   |  | 0            |   |  | 0        |   |  | 0        |  
|Treasury Strips (Zero-coupon) Percentage |  | 2.71           | % |  | 2.71     | % |  | 2.71         | % |  | 2.71     | % |  | 2.71     | %
|                                         |  |                |   |  |         
|Vesting                                  |  | 100            | % |  | 100      | % |  | 100          | % |  | 100      | % |  | 100      | %

Stock and
options issued for services. During the twelve months ended December 31, 2009 the Company issued 8,090,000 shares of common stock in connection with marketing and financial consulting services which were exempt from registration under Rule
506 of Regulation D of the Securities Act of 1933, as amended. These services are to be performed over various terms ranging from one to twelve months and have been valued at a total of $360,500 representing the quoted market price of the
Companys common stock on the date of the grant. The Company granted 13,500,000 options to purchase stock of the Company at a strike price of $.04 per share over a three year period. These service are to be performed over a three year period
and have been valued at $270,000. At December 31, 2009, a $521,667 is included in other current assets and $68,333 was charged to SG&A expense for the twelve months ended December 31, 2009 for marketing and financial consulting
services.



20



---

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/ Dan Valladao                    
|    |  | Dan Valladao Chief
Executive Officer
|    |  | June 22, 2010                       

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/ Shawn Powell Joseph                    
|    |  | Shawn Powell Joseph Chief
Financial Officer
|    |  | June 22, 2010                              



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