UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549








FORM
10-Q





x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 2009OR ̈
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
                For
      the transition period from___________, to _____________





Commission
file number: 333-145181




Gisser Automotive
Concepts, Inc.


(Name of
Small Business Issuer in Its Charter)





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





52 Edison Court, Monsey, New York
10952


(Address
of Principal Executive Offices, including zip code.)





(845)
356-8008


(Registrant’s
Telephone Number, Including Area Code)




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.Yes ̈Nox




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act:Yes ̈Nox




Indicate
by check mark whether the registrant (1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 day.YesxNo ̈




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulations S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-Q or any amendment to this
Form 10-Q.  ̈




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




Large Accelerated
      filer
               ̈
              
              Accelerated
      filer  ̈Non-accelerated
      filer
               ̈
              
              Smaller
      reporting company x(Do
      not check if a smaller reporting company)




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).Yes ̈Nox




The
aggregate market value of the registrant’s voting common stock held by
non-affiliates as of July 31, 2009 based upon the closing price reported for
such date on the OTC Bulletin Board was US$ 0.





The
company had a total of 13,659,333shares
outstanding as of July 31, 2009.




Transitional
Small Business Disclosure Format (Check One): Yes ̈Nox








TABLE
OF CONTENTS





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










Forward-Looking
Statements





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





PART
I





ITEM 1. BUSINESS




Business
Overview





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





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





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





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





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





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





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





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





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





The
Company has authorized two classes of stock: Common stock authorized 200,000,000
shares; par value $0.01; issued and outstanding 13,659,333 as of July 31, 2009
and Cumulative 5% preferred stock, stated value $1.80 authorized 20,000,000
shares, 550,000 shares issued and outstanding as of July 31, 2009. The Company
is only offering common stock through its registration with the SEC and does not
anticipate offering preferred shares for sale to the public.





Employees





Currently,
the Company has four employees two of whom are part time. All employees have
deferred their salaries until such time as it is practical for the Company to
compensate them in cash. As in the past, the Company may agree to pay employees
cash salaries that have accrued to them in equity.


1





ITEM
1A.    RISK FACTORS





The
securities offered by the Company’s Initial Public Offering are highly
speculative and involve substantial risks. Investors should carefully consider
the risks and uncertainties described below and the other information available
from the Company before deciding whether to invest in shares of our common
stock. Any of the following risks could cause the value of our common stock to
decline. Our financial status creates a doubt whether we will continue as a
going concern for more than 12 months from the date of this filing, and, if we
do not continue as a going concern, investors may lose their entire investment.
We have nominal assets and limited operations with which to create operating
capital.  We seek to raise additional capital to promote and advertise
our services in an offering of our common stock on Form S-1. If all the shares
offered are sold, we will receive up to $20,000,000 proceeds net of expenses to
purchase material and equipment to build Company and its products. There can be
no assurance that such offering will be successful.





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





2) We
only have a very limited amount of cash as of July 31, 2009 and if we are
unable to raise more money, we will be required to delay, scale back or
eliminate key elements of our business plan.





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





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





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





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





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





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





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





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





ITEM
1B.    UNRESOLVED STAFF COMMENTS




None




ITEM 2.  PROPERTIES.




We do not
own any land and buildings.


2





ITEM 3. LEGAL
PROCEEDINGS.




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





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





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





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





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





PART
II





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





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





Stockholders





As of the
close of business on July 31, 2009, there were 255 holders of record of the
Company’s common stock.





Dividends





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





Securities
authorized for issuance under equity compensation plans




During
the period covered by this Report, none of our equity securities were authorized
to be issued under any compensation plans (including individual compensation
arrangements).




Repurchase
of Securities




We did
not repurchase any of shares of our common stock during the period covered by
this report.





Recent
Sales of Unregistered Securities




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


3





Forward-Looking
Statements





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




ITEM 6.  SELECTED FINANCIAL
DATA




We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information under this item.




ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.




The
following discussion should be read in conjunction with the Financial Statements
and Notes thereto appearing elsewhere in this Form 10-Q. The following
discussion contains forward-looking statements. Our actual results may differ
significantly from those projected in the forward-looking statements. Factors
that may cause future results to differ materially from those projected in the
forward-looking statements include, but are not limited to, those discussed in
“Risk Factors” and elsewhere in this Form 10-Q.





Revenue





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





Operating
Income





We have
had no revenues but have incurred general and administrative expenses of
$560,326 and $535,977 for the periods ended July 31, 2009, and 2008, a large
portion being stock to be issued for stock based compensation and for other
reasons.




Net
(Loss)





During
the periods ended July 31, 2009, and 2008, the Company had net losses of $
(789,126) and $ (755,096) respectively.





Financial
Condition





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





Liquidity
and Capital Resources





During
the periods ended July 31, 2009, and 2008, net cash used in operating activities
amounted to $ (45,450) and $ (37,032), respectively.





Net cash
provided by financing activities amounted to $ 31,889 and $ (71,234) for the
periods ended July 31, 2009, and 2008, respectively. The net cash provided
resulted primarily from ongoing loans from our CEO and President.





As of
July 31, 2009, and 2008, our cash resources amounted to
$12,782                                                                                                                                
and $19,593, respectively. Current liabilities exceed current assets by $814,466
and $652,715 respectively, and as of July 31, 2009, our prior accumulated
deficit and deficit accumulated since inception amounted to $21,818,468 and
$22,607,594, respectively.




Plan
of Operations





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





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





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





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





The
Company has never filed for Bankruptcy protection.





Off-Balance
Sheet Arrangements




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


4





ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Not
required.




ITEM 8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.





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





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





Frumkin,
Lukin & Zaidman, CPAs P.C. is our registered independent auditor. During the
period covered by this report there have not been any changes in or
disagreements with accountants on accounting and financial disclosure or any
other matter.




ITEM
9A.(T)    CONTROLS AND PROCEDURES




(a) Evaluation of Disclosure Controls
and Procedures




We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission’s rules and forms
and that such information is accumulated and communicated to our management,
including our President, who serves as our principal executive officer and
principal financial officer, as appropriate, to allow timely decisions regarding
required disclosure.




Our CEO
reviewed and evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined by Rule 240.13a-15(e) or
15d-15(e)) of the Exchange Act Rule 13a-15 as of the end of the period covered
by this report.  Based upon this evaluation, our President concluded that,
as of the end of such period, our disclosure controls and procedures were
effective as of the end of the fiscal year covered by this Form
10-Q.




(b)
Management’s Annual Report on Internal Control over Financial
Reporting




The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act and for assessing the effectiveness of internal
control over financial reporting.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. In addition, projections of any evaluation of
effectiveness of internal control over financial reporting to future periods are
subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may
deteriorate.




Management
has assessed the effectiveness of the Company’s internal control over financial
reporting as of July 31, 2009.  Based on the results of this
assessment, management has concluded that the Company’s internal control over
financial reporting was effective as of July 31, 2009.




This
Report on Form 10-Q does not include an attestation report of the Company’s
registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by the
Company’s registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management’s report in this Report
on Form 10-Q.




(c)
Changes in Internal Control over Financial Reporting




There
were no changes in the Company’s internal control over financial reporting that
occurred during the first three months of the year ended April 30, 2010 that
have materially affected, or that are reasonably likely to materially affect,
the Company’s internal control over financial reporting.




ITEM 9B. OTHER INFORMATION





There is
no information required to be disclosed in a report on Form 8-K during the first
quarter of the three months covered by this Form 10-Q but not
reported.


5





PART
III




ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND
CORPORATE GOVERNANCE.




The
following table sets forth the name, age and position of each of our officers
and Directors as of July 31, 2009.


NAME
                        
                        AGE
                        
                        OFFICE,
      SERVICE
                        
                        DATE
                          COMMENCEDDaryl
      K. Gisser*
                        
                        45
                        
                        President,
      Chief Executive Officer, and Director
                        
                        1997Nolan
      M. Gisser*
                        
                        48
                        
                        Vice-President
      and Director
                        
                        1998Rivkah
      Nachmias*
                        
                        71
                        
                        Treasurer
      and Director
                        
                        1997Herman
      G. Gisser*
                        
                        75
                        
                        Secretary
      and Director
                        
                        1997Richard
      Brown*
                        
                        76
                        
                        Director
                        
                        2000Thomas
      G. Haff*
                        
                        59
                        
                        Production
      Manager and Assembly & Finishing Specialist
                        
                        2000


*
Indicates Board Member





Involvement
in Certain Legal Proceedings





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





Compliance
with Section 16 (a) of the Exchange Act





Based
solely upon a review of Forms 3 and 4 and amendments thereto furnished to us
pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934 during our
most recent fiscal year and Forms 5 and amendments thereto furnished to us with
respect to our most recent fiscal year, all officers, directors and owners of
10% or more of our outstanding shares have not filed all Forms 3, 4 and 5
required by Section 16(a) of the Securities Exchange Act of 1934, as amended. As
a newly effective Company, this filing and related forms will be filed as soon
as possible.




Code
of Ethics





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





Meetings
of Our Board of Directors





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





Committees of the Board Compensation
Committee




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





Audit
Committee





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





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





Nomination
Committee





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


6





ITEM 11. EXECUTIVE
COMPENSATION.





Executive
Compensation





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





Annual
      Compensation
                                      
                                      
                                      Long-Term
      CompensationSalary
                                        ($)
                                      
                                      
                                      Bonus
                                        ($)
                                      
                                      
                                      Other
                                        Annual
                                        Comp-
                                        ensation
                                        ($)
                                      
                                      
                                      Awards
                                      
                                      
                                      Payouts
                                      
                                      
                                      All
                                        Other
                                        Compen-
                                        sation
                                        (Shares)Name
                                        And
      Principal
                                        Position
                                      
                                      Year
                                      
                                      Restrict-ed
                                        Stock
                                        Awards
      ($)
                                      
                                      
                                      Securities
                                        Under-lying
                                        Options/
                                        SARs
                                        (#)
                                      
                                      
                                      LTIP
                                        Payouts
                                        ($)Daryl
      K. Gisser
                                      
                                      2010
                                      
                                      
                                      145,000
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0President/CEO
                                      
                                      2009
                                      
                                      
                                      140,000
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      02008
                                      
                                      
                                      135,000
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0Nolan
      M. Gisser
                                      
                                      2010
                                      
                                      
                                      74,000
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0Vice
      President
                                      
                                      2009
                                      
                                      
                                      70,000
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      02008
                                      
                                      
                                      67,000
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0Rivkah
      Nachmias
                                      
                                      2010
                                      
                                      
                                      74,000
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0Treasurer
                                      
                                      2009
                                      
                                      
                                      70,000
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      02008
                                      
                                      
                                      67,000
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0Herman
      G. Gisser
                                      
                                      2010
                                      
                                      
                                      74,000
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0Director
      of Sales and
                                      
                                      2009
                                      
                                      
                                      70,000
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0Marketing
      &
                                        Secretary
                                      
                                      2008
                                      
                                      
                                      67,000
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0
                                      
                                      
                                      
                                      0





Option/SAR
Grants





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





Long-Term
Incentive Plan Awards





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





Compensation
of Directors





During
the period covered by this Report, the Directors of the Company have not
received compensation for serving as Directors or have been reimbursed for
expenses incurred in attending board meetings.




Employment
contracts and termination of employment and change-in-control
arrangements





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


7





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





Security Ownership of Certain
Beneficial Owners and Management





The
following table sets forth certain information, as of July 31, 2009, concerning
shares of common stock and preferred stock of the Company being the only
securities that are issued and outstanding, held by (1) each shareholder
known by the Company to own beneficially more than five percent of the common
stock, (2) each Director of the Company, (3) each executive officer of
the Company, and (4) all Directors and executive officers of the Company as
a group:





Name and Address of Beneficial Owner
                    
                    BeneficialOwnership
                      Common Stock
                    
                    
                    Percent
                      Common
                    
                    
                    Beneficial
                      Ownership
                      Preferred Stock
                    
                    
                    Percent
                      Preferred
                    
                    
                    Total
      Percent
                      Owned
      In
                      CompanyDaryl
      K. Gisser
                      52
      Edison Court
                      Monsey,
      NY 10952
                    
                    
                    5,982,066
                    
                    
                    
                    31.22
                    %
                    
                    
                    515,000
                    
                    
                    
                    93.64
                    %
                    
                    
                    58.10
                    %Nolan
      M. Gisser
                      52
      Edison Court
                      Monsey,
      NY 10952
                    
                    
                    1,028,449
                    
                    
                    
                    5.37
                    %
                    
                    
                    15,000
                    
                    
                    
                    2.73
                    %
                    
                    
                    6.15
                    %Herman
      G. Gisser
                      52
      Edison Court
                      Monsey,
      NY 10952
                    
                    
                    1,734,472
                    
                    
                    
                    9.05
                    %
                    
                    
                    10,000
                    
                    
                    
                    1.82
                    %
                    
                    
                    9.57
                    %Rivkah
      Nachmias
                      52
      Edison Court
                      Monsey,
      NY 10952
                    
                    
                    1,869,793
                    
                    
                    
                    9.76
                    %
                    
                    
                    10,000
                    
                    
                    
                    1.82
                    %
                    
                    
                    10.28
                    %Richard
      Brown
                      245
      Egret Run Lane
                      Pawleys
      Island, SC 29585
                    
                    
                    100,000
                    
                    
                    
                    0.52
                    %
                    
                    
                    0
                    
                    
                    
                    0.00
                    %
                    
                    
                    0.52
                    %Thomas
      G. Haff
                      Lt
      Brender Hwy
                      Ferndale,
      NY 12734
                    
                    
                    244,239
                    
                    
                    
                    1.27
                    %
                    
                    
                    0
                    
                    
                    
                    0.00
                    %
                    
                    
                    1.27
                    %All
      directors and executive officers
                      as
      a group (6 persons)
                    
                    
                    10,959,019
                    
                    
                    
                    57.20
                    %
                    
                    
                    550,000
                    
                    
                    
                    100
                    %
                    
                    
                    85.91
                    %




8





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.





Related
Transactions





Except as
otherwise disclosed herein or incorporated herein by reference, there have not
been any transactions, or proposed transactions, during the last two years, to
which the Company was or is to be a party, in which any Director or executive
officer of the Company, any nominee for election as a Director, any security
holder owning beneficially more than five percent of the common stock of the
Company, or any member of the immediate family of the aforementioned persons had
or is to have a direct or indirect material interest.




Independent
Directors




None.





ITEM 14. PRINCIPAL ACCOUNTANT FEES AND
SERVICES.





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





Audit
Fees





The
aggregate fees billed by our registered independent auditors, Frumkin, Lukin
& Zaidman, CPAs P.C., for professional services rendered for the review of
our financial statements for the three months ended July 31, 2009, were
$1,000.





Audit
Related Fees





The
aggregate fees billed by our registered independent auditors, Frumkin, Lukin
& Zaidman, CPAs P.C., for assurance and related services that are reasonably
related to the performance of the audit or review of our financial statements
were $1,000 for three months ended July 31, 2009.





Tax
Fees





Our
registered independent auditors did not render any services for tax compliance,
tax advice and tax planning during the three months ended July 31,
2009.


All
Other Fees





Our
registered independent auditors did not bill us any additional fees that are not
disclosed under audit fees, audit related fees, or tax fees in each of the last
two calendar years.




Audit
Committee Pre-Approval Process, Policies and Procedures




We do not
have an Audit Committee. Our registered independent auditors have performed
their audit procedures in accordance with pre-approved policies and procedures
established by our Board of Directors.




ITEM
13. EXHIBITS.





Exhibit
      No.
              
              Document
      Description31.1
              
              Certification
      of the Chief Executive Officer Pursuant to Rule 13a-14(a) under the
      Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
              
              Certification
      of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002




9





SIGNATURES





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





GISSER AUTOMOTIVE CONCEPTS,
      INC.Date:
      September 20, 2009
                By:
                /s/ Daryl K. GisserDaryl
      K. GisserChief
      Executive Officer,
President





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





Date:
      September 20, 2009
                By:
                /s/ Daryl K.
GisserName:
      Daryl K. GisserTitle:
      Chief Executive Officer,
President




10


GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





AUDITED
FINANCIAL STATEMENTS





FOR THE
QUARTER ENDED JULY 31, 2009 and YEAR ENDED APRIL 30, 2009








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





GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





BALANCE
SHEETS





July
      31,
                    
                    
                    April
      30,2009
                    
                    
                    2009(unaudited)
                    
                    
                    (audited)Current
      AssetsCash
      (Note A)
                    
                    $
                    12,782
                    
                    
                    $
                    26,342Inventory
                    
                    
                    130,185
                    
                    
                    
                    130,185Total
      Current Assets
                    
                    
                    142,967
                    
                    
                    
                    156,527EQUIPMENT
      AND PROTOTYPE, net of accumulateddepreciation
      of $ 792,928 and $774,445, respectively  (Note
B)
                    
                    
                    568,605
                    
                    
                    
                    587,088OTHER
      ASSETSDeposits
                    
                    
                    1,358
                    
                    
                    
                    1,358INTANGIBLE
      ASSETSPatent,
      net of amortization of $39,630 and $38,821, respectively
                    
                    
                    15,370
                    
                    
                    
                    16,179TOTAL
      ASSETS
                    
                    $
                    728,300
                    
                    
                    $
                    761,152LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued expenses
                    
                    $
                    34,032
                    
                    
                    $
                    35,532Interest
      payable to related parties
                    
                    
                    502,580
                    
                    
                    
                    468,070Loans
      payable to related parties
                    
                    
                    463,154
                    
                    
                    
                    431,265Accrued
      salaries to related parties
                    
                    
                    543,000
                    
                    
                    
                    479,000Total
      Current Liabilities
                    
                    
                    1,542,766
                    
                    
                    
                    1,413,867Stockholders’
      EquityCumulative
      5% preferred stock, stated value $1.80 authorized 20,000,000 shares,
      550,000 shares issued and outstanding (holding a preference of involuntary
      liquidation of $1.1 million)
                    
                    
                    990,000
                    
                    
                    
                    990,000Common
      stock authorized 200,000,000 shares; par value $0.01; issued and
      outstanding 13,659,333 and 13,659,333shares at at July 31, 2009 and April
      30, 2009, respectively
                    
                    
                    136,593
                    
                    
                    
                    136,593Paid-in
      capital
                    
                    
                    11,940,660
                    
                    
                    
                    11,940,660Common
      stock to be issued; 2,815,205 and 2,636,000 shares at July 31, 2009 and
      April 30, 2009, respectively
                    
                    
                    8,725,875
                    
                    
                    
                    8,098,500Deficit
      accumulated during the development stage
                    
                    
                    (22,607,594
                    )
                    
                    
                    (21,818,468
                    )Total
      Stockholders’ Equity (Deficit)
                    
                    
                    (814,466
                    )
                    
                    
                    (652,715
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                    
                    $
                    728,300
                    
                    
                    $
                    761,152





See
accompanying notes to financial statements.


F
1


GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





STATEMENTS
OF OPERATIONS





For
      the PeriodMay
      22, 1997July
      31,
                        
                        
                        July
      31,
                        
                        
                        (Inception)
      to2009
                        
                        
                        2008
                        
                        
                        July 31, 2009(unaudited)
                        
                        
                        (unaudited)
                        
                        
                        (unaudited
      &derived
      fromrestated)OPERATING
      EXPENSESSelling,
      general and administrative
                        
                        $
                        560,326
                        
                        
                        $
                        535,977
                        
                        
                        $
                        11,616,164SG&A
      - Stock-based compensation
                        
                        
                        175,000
                        
                        
                        
                        175,000
                        
                        
                        
                        9,428,763Depreciation
      and amortization
                        
                        
                        19,291
                        
                        
                        
                        19,291
                        
                        
                        
                        832,556Total
      Operating Expenses
                        
                        
                        754,617
                        
                        
                        
                        730,268
                        
                        
                        
                        21,877,484OTHER
      EXPENSE (INCOME)Interest
      earned
                        
                        
                        (1
                        )
                        
                        
                        (195
                        )
                        
                        
                        (22,470
                        )Interest
      expense
                        
                        
                        34,510
                        
                        
                        
                        25,023
                        
                        
                        
                        750,525Taxes
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        2,055Total
      Other Expense (Income)
                        
                        
                        34,509
                        
                        
                        
                        24,828
                        
                        
                        
                        730,110NET
      LOSS
                        
                        $
                        (789,126
                        )
                        
                        $
                        (755,096
                        )
                        
                        $
                        (22,607,594
                        )DIVIDENDS
      TO PREFERREDSTOCK
      HOLDERS (IN ARREARS)
                        
                        $
                        (13,750
                        )
                        
                        $
                        (13,750
                        )NET
      LOSS AVAILABLE TO COMMONSTOCKHOLDERS
                        
                        $
                        (802,876
                        )
                        
                        $
                        (768,846
                        )NET
      LOSS PER COMMON SHARE(BASIC
      AND DILUTED)
                        
                        $
                        (.06
                        )
                        
                        $
                        (.06
                        )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING
                        
                        
                        13,659,333
                        
                        
                        
                        13,659,333





See
accompanying notes to financial statements.


F
2


GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





STATEMENT
OF CASH FLOWS





For
      the PeriodMay
      22, 1997July
      31,
                      
                      
                      July
      31,
                      
                      
                      (Inception)
      to2009
                      
                      
                      2008
                      
                      
                      July 31, 2009(unaudited)
                      
                      
                      (unaudited)
                      
                      
                      (unaudited
      &derived
      fromrestated)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                      
                      $
                      (789,126
                      )
                      
                      $
                      (755,096
                      )
                      
                      $
                      (22,607,594
                      )Adjustments
      to reconcile net loss tocash
      flows used in operating activities:Stock
      based compensation
                      
                      
                      175,000
                      
                      
                      
                      175,000
                      
                      
                      
                      8,985,541Stock
      to be issued for other reasons
                      
                      
                      452,375
                      
                      
                      
                      437,500
                      
                      
                      
                      9,231,819Depreciation
      and amortization
                      
                      
                      19,291
                      
                      
                      
                      19,291
                      
                      
                      
                      832,557Increase
      (decrease) in operating assets:Accounts
      payable and accrued expenses
                      
                      
                      (1,500
                      )
                      
                      
                      -
                      
                      
                      
                      34,032Deposits
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (1,358
                      )Inventory
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (130,184
                      )Interest
      payable
                      
                      
                      34,510
                      
                      
                      
                      25,023
                      
                      
                      
                      502,580Accrued
      salaries
                      
                      
                      64,000
                      
                      
                      
                      61,250
                      
                      
                      
                      543,000Net
      Cash Flows Used In Operating Activities
                      
                      $
                      (45,450
                      )
                      
                      $
                      (37,032
                      )
                      
                      
                      (2,609,608
                      )CASH
      FLOWS FROM INVESTING ACTIVITIESExpenditures
      for equipment and prototype
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (453,672
                      )Net
      Cash Used in Investing Activities
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (453,672
                      )CASH
      FLOWS FROM FINANCING ACTIVITIESBorrowings
      from related parties
                      
                      
                      31,889
                      
                      
                      
                      (71,234
                      )
                      
                      
                      979,300Sale
      of common stock
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      2,096,762Net
      Cash Flows from Financing Activities
                      
                      $
                      31,889
                      
                      
                      $
                      (71,234
                      )
                      
                      $
                      3,076,062INCREASE
      (DECREASE) IN CASH
                      
                      
                      (13,561
                      )
                      
                      
                      (108,266
                      )
                      
                      
                      12,782CASH,
      BEGINNING OF PERIOD
                      
                      
                      26,342
                      
                      
                      
                      127,859
                      
                      
                      
                      -CASH,
      END OF PERIOD
                      
                      $
                      12,782
                      
                      
                      $
                      19,593
                      
                      
                      $
                      12,782SUPPLEMENTAL
      CASH FLOWINFORMATIONIssuance
      of common stock fornon
      cash transactions
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      9,036,769Common
      Stock to be Issued (for Options)
                      
                      
                      321,125
                      
                      
                      
                      306,250
                      
                      
                      
                      3,519,625Common
      Stock to be Issued (for Other Reasons)
                      
                      
                      306,250
                      
                      
                      
                      306,250
                      
                      
                      
                      5,206,250$
                      627,375
                      
                      
                      $
                      612,500
                      
                      
                      $
                      17,762,644Cash
      paid for income taxes
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      2,055Cash
      paid for interest
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      -





See
accompanying notes to financial statements.


F
3




GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)


For the
Period May 22, 1997 (Inception) to July 31, 2009





STATEMENT
OF STOCKHOLDERS’ EQUITY





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






F
4







GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)


For the
Period May 22, 1997 (Inception) to July 31, 2009





STATEMENT
OF STOCKHOLDERS’ EQUITY





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








F
5




GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)


For the
Period May 22, 1997 (Inception) to July 31, 2009





STATEMENT
OF STOCKHOLDERS’ EQUITY





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








F
6




GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)


For the
Period May 22, 1997 (Inception) to July 31, 2009





STATEMENT
OF STOCKHOLDERS’ EQUITY





Preferred
      Stock
                        
                        
                        Common
      Stock
                        
                        
                        Additional
                        
                        
                        Common
      Stock
                        
                        
                        Subscription
                        
                        
                        Accumulated
                        
                        
                        Total
      Stockholders'(As
      Restated)
                        
                        
                        (As
      Restated)
                        
                        
                        Paid
      In Capital
                        
                        
                        To
      Be Issued
                        
                        
                        Receivable
                        
                        
                        Deficit
                        
                        
                        Equity
      (Deficit)Shares
                        
                        
                        Amount
                        
                        
                        Shares
                        
                        
                        Amount
                        
                        
                        (As
      Restated)
                        
                        
                        (As
      Restated)
                        
                        
                        (As
      Restated)
                        
                        
                        (As
      Restated)
                        
                        
                        (As
      Restated)Issuance
      of stock for cash @$1.33 per share
                        
                        
                        
                        
                        
                        
                        
                        
                        255,000
                        
                        
                        
                        2,550
                        
                        
                        
                        335,520
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        338,070Issuance
      of stock for salaries @$1.00 per share
                        
                        
                        
                        
                        
                        
                        
                        
                        200,000
                        
                        
                        
                        2,000
                        
                        
                        
                        198,000
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        200,000Issuance
      of stock for deferral of salary and loan payments, and preferred dividends
      in lieu of cash @$1.00 per share
                        
                        
                        
                        
                        
                        
                        
                        
                        520,000
                        
                        
                        
                        5,200
                        
                        
                        
                        514,800
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        520,000Issuance
      of stock for cash not collected
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (5,000
                        )
                        
                        
                        
                        
                        
                        (5,000
                        )Net
      loss for year ended April 30, 2004
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        (1,121,740
                        )
                        
                        
                        (1,121,740
                        )Balance
      April 30, 2004
                        
                        
                        550,000
                        
                        
                        
                        990,000
                        
                        
                        
                        11,302,753
                        
                        
                        
                        113,027
                        
                        
                        
                        8,518,290
                        
                        
                        
                        
                        
                        
                        
                        (5,000
                        )
                        
                        
                        (9,171,025
                        )
                        
                        
                        445,292Issuance
      of stock for deferral of salary and loan payments, and preferred dividends
      in lieu of cash @$1.00 per share
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        421,000
                        
                        
                        
                        4,210
                        
                        
                        
                        416,790
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        421,000Cash
      received for subscriptions receivable
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        5,000
                        
                        
                        
                        
                        
                        
                        
                        5,000Issuance
      of stock for cash $2.00 to $2.50 per share
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        515,287
                        
                        
                        
                        5,153
                        
                        
                        
                        1,009,933
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        1,015,086Issuance
      of stock for deferral of salary and loan payments, and preferred dividends
      in lieu of cash @$1.00 per share
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        130,000
                        
                        
                        
                        1,300
                        
                        
                        
                        128,700
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        130,000Issuance
      of stock for deferred interest payments @$1.00 per share
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        5,000
                        
                        
                        
                        50
                        
                        
                        
                        4,950
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        
                        5,000








F
7


GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)


For the
Period May 22, 1997 (Inception) to July 31, 2009





STATEMENT
OF STOCKHOLDERS’ EQUITY




Preferred
      Stock
                              
                              
                              Common
      Stock
                              
                              
                              Additional
                              
                              
                              Common
      Stock
                              
                              
                              Subscription
                              
                              
                              Accumulated
                              
                              
                              Total
      Stockholders'(As
      Restated)
                              
                              
                              (As
      Restated)
                              
                              
                              Paid
      In Capital
                              
                              
                              To
      Be Issued
                              
                              
                              Receivable
                              
                              
                              Deficit
                              
                              
                              Equity
      (Deficit)Shares
                              
                              
                              Amount
                              
                              
                              Shares
                              
                              
                              Amount
                              
                              
                              (As
      Restated)
                              
                              
                              (As
      Restated)
                              
                              
                              (As
      Restated)
                              
                              
                              (As
      Restated)
                              
                              
                              (As
      Restated)Issuance
      of stock for labor @$1.00 per share
                              
                              
                              
                              
                              
                              
                              
                              
                              212,021
                              
                              
                              
                              2,120
                              
                              
                              
                              209,901
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              212,021Net
      loss for year ended April 30, 2005
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (1,884,917
                              )
                              
                              
                              (1,884,917
                              )Balance
      April 30, 2005
                              
                              
                              550,000
                              
                              
                              
                              990,000
                              
                              
                              
                              12,586,061
                              
                              
                              
                              125,861
                              
                              
                              
                              10,288,564
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (11,055,942
                              )
                              
                              
                              348,482Issuance
      of stock for cash @ $2.50 to $3.50 per share
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              241,751
                              
                              
                              
                              2,418
                              
                              
                              
                              642,688
                              
                              
                              
                              
                              
                              $
                              111
                              
                              
                              
                              
                              
                              
                              
                              645,106Issuance
      of stock for labor @$2.50 to $3.50 per share
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              19,000
                              
                              
                              
                              190
                              
                              
                              
                              63,810
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              64,000Common stock to be
      issued for deferral of salary (1)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              700,000
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              700,000Common stock to be
      issued for deferral of loan payments (1)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              525,000
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              525,000Common stock to be
      issued for options (1)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              605,000
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              605,000Net
      loss for year ended April 30, 2006
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              (2,781,859
                              )
                              
                              
                              (2,781,859
                              )Balance
      April 30, 2006
                              
                              
                              550,000
                              
                              
                              
                              990,000
                              
                              
                              
                              12,846,812
                              
                              
                              
                              128,469
                              
                              
                              
                              10,995,062
                              
                              
                              
                              1,830,000
                              
                              
                              
                              
                              
                              
                              
                              (13,837,801
                              )
                              
                              
                              105,729Issuance
      of stock for cash $3.50 per share
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              2,857
                              
                              
                              
                              29
                              
                              
                              
                              9971
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              10,000Issuance
      of stock for labor @$1.00 per share
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              5,000
                              
                              
                              
                              50
                              
                              
                              
                              4,950
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              5,000Common stock to be
      issued for deferral of salary (1)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              700,000
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              700,000Common stock to be
      issued for deferral of loan payments (1)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              525,000
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              525,000Common stock to be
      issued for options (1)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              192,500
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              192,500




See
accompanying notes to financial statements.


F
8


GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)


For the
Period May 22, 1997 (Inception) to July 31, 2009





STATEMENT
OF STOCKHOLDERS’ EQUITY





Preferred
      Stock
                                
                                
                                Common
      Stock
                                
                                
                                Additional
                                
                                
                                Common
      Stock
                                
                                
                                Subscription
                                
                                
                                Accumulated
                                
                                
                                Total
      Stockholders'(As
      Restated)
                                
                                
                                (As
      Restated)
                                
                                
                                Paid
      In Capital
                                
                                
                                To
      Be Issued
                                
                                
                                Receivable
                                
                                
                                Deficit
                                
                                
                                Equity
      (Deficit)Shares
                                
                                
                                Amount
                                
                                
                                Shares
                                
                                
                                Amount
                                
                                
                                (As
      Restated)
                                
                                
                                (As
      Restated)
                                
                                
                                (As
      Restated)
                                
                                
                                (As
      Restated)
                                
                                
                                (As
      Restated)Net
      loss for year ended April 30, 2007
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (1,975,767
                                )
                                
                                
                                (1,975,767
                                )Balance
      April 30, 2007
                                
                                
                                550,000
                                
                                
                                
                                990,000
                                
                                
                                
                                12,854,669
                                
                                
                                
                                128,547
                                
                                
                                
                                11,009,983
                                
                                
                                
                                3,247,500
                                
                                
                                
                                
                                
                                
                                
                                (15,813,568
                                )
                                
                                
                                (437,538
                                )Issuance
      of stock for salaries @$1.17 per share
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                804,664
                                
                                
                                
                                8,046
                                
                                
                                
                                930,676
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                938,722Common stock to be
      issued for deferral of salary (1)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                700,000
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                700,000Common stock to be
      issued for deferral of loan payments (1)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                525,000
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                525,000Common stock to be
      issued for options (1)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                1,176,000
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                1,176,000Net
      Loss for year ended April 30, 2008
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (2,974,161
                                )
                                
                                
                                (2,974,161
                                )Balance
      April 30, 2008
                                
                                
                                550,000
                                
                                
                                
                                990,000
                                
                                
                                
                                13,659,333
                                
                                
                                
                                136,593
                                
                                
                                
                                11,940,659
                                
                                
                                
                                5,648,500
                                
                                
                                
                                
                                
                                
                                
                                (18,787,728
                                )
                                
                                
                                (71,977
                                )Common stock to be
      issued for deferral of salary (1)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                700,000
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                700,000Common stock to be
      issued for deferral of loan payments (1)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                525,000
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                525,000Common stock to be
      issued for options (1)
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                1,225,000
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                1,225,000Net
      Loss for period ended April 30, 2009
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                (3,030,740
                                )
                                
                                
                                (3,030,740
                                )Balance
      April 30, 2009
                                
                                
                                550,000
                                
                                
                                $
                                990,000
                                
                                
                                
                                13,659,333
                                
                                
                                $
                                136,593
                                
                                
                                $
                                11,940,659
                                
                                
                                
                                8,098,500
                                
                                
                                
                                
                                
                                
                                $
                                (21,818,468
                                )
                                
                                $
                                (652,715
                                )





See
accompanying notes to financial statements.




F
9


GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)


For the
Period May 22, 1997 (Inception) to July 31, 2009





STATEMENT
OF STOCKHOLDERS’ EQUITY





Preferred
      Stock
                                          
                                          
                                          Common
      Stock
                                          
                                          
                                          Additional
                                          
                                          
                                          Common
      Stock
                                          
                                          Subscription
                                          
                                          Accumulated
                                          
                                          
                                          Total
      Stockholders'(As
      Restated)
                                          
                                          
                                          (As
      Restated)
                                          
                                          
                                          Paid
      In Capital
                                          
                                          
                                          To
      Be Issued
                                          
                                          Receivable
                                          
                                          Deficit
                                          
                                          
                                          Equity
      (Deficit)Shares
                                          
                                          
                                          Amount
                                          
                                          
                                          Shares
                                          
                                          
                                          Amount
                                          
                                          
                                          (As
      Restated)
                                          
                                          
                                          (As
      Restated)
                                          
                                          (As Restated)
                                          
                                          (As
      Restated)
                                          
                                          
                                          (As
      Restated)Common stock to be
      issued for deferral of salary (1)
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          175,000
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          175,000Common stock to be
      issued for deferral of loan payments (1)
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          131,250
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          131,250Common stock to be
      issued for options (1)
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          321,125
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          321,125Net
      Loss for period ended July 31, 2009
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (789,126
                                          )
                                          
                                          
                                          (789,126
                                          )Balance
      July 31, 2009
                                          
                                          
                                          550,000
                                          
                                          
                                          $
                                          990,000
                                          
                                          
                                          
                                          13,659,333
                                          
                                          
                                          $
                                          136,593
                                          
                                          
                                          $
                                          11,940,659
                                          
                                          
                                          
                                          8,725,875
                                          
                                          
                                          
                                          $
                                          (22,607,594
                                          )
                                          
                                          $
                                          (814,466
                                          )





(1)
Please refer to the table in Note H “Common Stock to be Issued” for the actual
number of shares to be issued which corresponds to each line item.





See
accompanying notes to financial statements.


F
10




GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





NOTES TO
FINANCIAL STATEMENTS


July 31,
2009





NOTE A
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Nature of
Business


Gisser
Automotive Concepts, Inc. (the “Company”) (A Development Stage Enterprise) was
incorporated May 22, 1997 in the State of New York.  The Company
designs automobiles and has developed a prototype for future
production.  The prototype is a high performance, mid-engine sports
coupe.





Going
Concern


As shown
in the accompanying financial statements, the Company has incurred cumulative
net operating losses of $22,607,594 through July 31, 2009 since inception, has a
stockholders’ deficit, negative working capital, and is considered a company in
the development stage. Management’s plans include the raising of capital through
the equity markets to fund future operations and the generating of revenue
through its business. Failure to raise adequate capital and generate adequate
sales revenues could result in the Company having to curtail or cease
operations.  Additionally, even if the Company does raise sufficient
capital to support its operating expenses and generate adequate revenues, there
can be no assurances that the revenue will be sufficient to enable it to develop
business to a level where it will generate profits and cash flows from
operations. These matters raise substantial doubt about the Company’s ability to
continue as a going concern.  However, the accompanying financial
statements have been prepared on a going concern basis, which contemplates the
realization of assets and satisfaction of liabilities in the normal course of
business.  These financial statements do not include any adjustments
relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as
a going concern.





These
financial statements include all adjustments which in the opinion of management
are necessary in order to make the financial statements not misleading. The
cumulative balances included in these statements have not been audited because
it would be impracticable to do so at this time.





Cash
Equivalents


For
purposes of reporting cash flows, cash equivalents include investment
instruments purchased with a maturity of three months or less.  There
were no cash equivalents in 2009 or 2008.





Use of
Estimates


The
preparation of financial statements in conformity with generally accepted
accounting principles 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
reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.





Research and
Development


The
Company’s policy is to expense all research and development costs incurred. The
amount of Research and Development, classified within General and Administrative
expenses, that has been expensed for the three months ended July 31, 2009 and
April 30, 2009 was $339 and $901 respectively. Costs that have an alternative
future use, such as tools, molds and prototype automobile are capitalized and
depreciated as per SFAS No. 2.





Other
costs that have an alternative future use connected solely to the inventory
automobile are capitalized and not depreciated as per SFAS No. 2, and have been
included within the balance sheet caption “Current Assets -
Inventory.”


F
11





GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





NOTES TO
FINANCIAL STATEMENTS


July 31,
2009





NOTE A -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Research and Development
(continued)


The
Company has two vehicles that were referred to in the filing either within the
editorial or Financial Statements of our S-1 filing.  The first
vehicle is referred to as the prototype which was acquired from our president on
the day of incorporation.  The Company’s policy was to depreciate this
vehicle.  As of July 31, 2007 this asset has been depreciated to its
full value of approximately $170,675.  The second vehicle noted in the
Financial Statements is referred to as inventory which has a future or
alternative use.   This second vehicle is being held in Inventory
for future sale.   It is the Company’s policy to capitalize all
expenses related to the production of this asset and has been noted on our
balance sheet as approximately $130,185.  Unlike other capitalized
assets, it is the Company’s policy not to depreciate this asset.





Property and Equipment and
Depreciation


Property
and equipment is stated at cost and is depreciated using the straight line
method over the estimated useful lives of the respective
assets.  Routine maintenance, repairs and replacement costs are
expensed as incurred and improvements that extend the useful life of the assets
are capitalized.  When property and equipment is sold or otherwise
disposed of, the cost and related accumulated depreciation are eliminated from
the accounts and any resulting gain or loss is recognized in
operations.





Net Loss Per Common
Share


The
Company computes per share amounts in accordance with Statement of Financial
Accounting Standards (“SFAS”) No. 128, “Earnings per Share”.  SFAS No.
128 requires presentation of basic and diluted EPS.  Basic EPS is
computed by dividing the income (loss) available to Common Stockholders by the
weighted-average number of common shares outstanding for the
period.  Diluted EPS is based on the weighted-average number of shares
of Common Stock and Common Stock equivalents outstanding during the
periods.





Stock-Based
Compensation


SFAS No.
123, “Accounting for Stock-Based Compensation” prescribes accounting and
reporting standards for all stock-based compensation plans, including employee
stock options, restricted stock, employee stock purchase plans and stock
appreciation rights.





SFAS No.
123(R) requires employee compensation expense to be recorded using the fair
value method.  This standard was effective as of the first interim or
annual fiscal period that began after December 15, 2005. The
Company accounts for employee stock based compensation in accordance with
the provisions of SFAS 123 (R), and has since its adoption. For non-employee
options and warrants, the company uses the fair value method as prescribed in
SFAS 123(R), and has done so since inception.





Business Combinations and
Goodwill


In June
2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141,
“Business Combinations”.  SFAS No. 141 requires the purchase method of
accounting for business combinations initiated after June 30, 2001 and
eliminates the pooling-of-interests method.





In June
2001, the FASB issued SFAS NO. 142, “Goodwill and Other Intangible Assets”,
which the Company adopted during 2005. SFAS No. 142 requires, among other
things, the discontinuance of goodwill amortization.  In addition, the
standard includes provisions for the reclassification of certain existing
recognized intangibles as goodwill, reassessment of the useful lives of existing
recognized intangibles, reclassification of certain intangibles out of
previously reported goodwill and the identification of reporting units for
purposes of assessing potential future impairment of goodwill.


F
12





GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





NOTES TO
FINANCIAL STATEMENTS


July 31,
2009





NOTE A -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Business Combinations and
Goodwill (continued)


In August
2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal
of Long-Lived Assets”.  SFAS No. 144 changes the accounting for
long-lived assets to be held and used by eliminating the requirement to allocate
goodwill to long-lived assets to be tested for impairment, by providing a
probability weighted cash flow estimation approach to deal with situations in
which alternative courses of action to recover the carrying amount of possible
future cash flows and by establishing a primary-asset  approach to
determine the cash flow estimation period for a group of assets and liabilities
that represents the unit of accounting for long-lived assets to be held and
used.  SFAS No. 144 changes the accounting for long-lived assets to be
disposed of other than by sale by requiring that the depreciable life of a
long-lived asset to be abandoned be revised to reflect a shortened useful life
and by requiring the impairment loss to be recognized at the date a long-lived
asset is exchanged for a similar productive asset or distributed to owners in a
spin-off if the carrying amount of the asset exceeds its fair
value.  SFAS No 144 changes the accounting for long-lived assets to be
disposed of by sale by requiring that discontinued operations no longer be
recognized at a net realizable value basis (but at the lower of carrying amount
or fair value less costs to sell), by eliminating the recognition of future
operating losses of discontinued components before they occur, and by broadening
the presentation of discontinued operations in the income statement to include a
component of an entity rather than a segment of a business.  A
component of an entity comprises operations and cash flows that can be clearly
distinguished operationally, and for financial reporting purposes, from the rest
of the entity.





Recent Accounting
Pronouncements


In April
2009, the FASB issued FSP SFAS 115-2 and SFAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments.  This FSP amends the
other-than-temporary impairment guidance in U.S. GAAP for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities in
the financial statements.  This FSP does not amend existing
recognition and measurement guidance related to other-than-temporary impairments
of equity securities.  FSP SFAS 115-2 and SFAS 124-2 if effective for
interim and annual periods ending after June 15, 2009, with
early adoption permitted for periods ending after March 15,
2009.  An entity may early adopt this FSP only if it also
elects to early adopt FSP FAS 157-4.  The Company does not expect this
pronouncement to have a material effect on the financial
statements.





In May
2009, the FASB issued SFAS No. 165, Subsequent Events, which
establishes (I) the period after the balance sheet date during which management
shall evaluate events or transactions that may occur for potential recognition
or disclosure in the financial statements; (II) the circumstances under which an
entity shall recognize events or transactions occurring after the balance sheet
date in its financial statements; and (III) the disclosures that an entity shall
make about events or transactions that occurred after the balance sheet
date.  This statement if effective for interim or annual financial
periods ending after June 15, 2009, and
shall be applied prospectively.  There were no events occurring
subsequent to the balance sheet date that would have a material impact on the
financial statements.


F
13





GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





NOTES TO
FINANCIAL STATEMENTS


July 31,
2009





NOTE A -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Recent Accounting
Pronouncements (continued)


In June
2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets
– An Amendment of FASB Statement No. 140.  This statement is a
revision to SFAS No. 140, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities, and will require more disclosure
about transfers of financial assets, including securitization transactions, and
where entities have continuing exposure to the risks related to transferred
financial assets.  It eliminates the concept of a “qualifying
special-purpose entity,” changes the requirements for derecognizing financial
assets, and requires additional disclosures.  It also enhances
information reported to users of financial statements by providing greater
transparency about transfers of financial assets and an entity’s continuing
involvement in transferred financial assets.  This statement will be
effective at the start of a reporting entity’s first fiscal year beginning after
November 15,
2009.  Early application is not permitted.  The
Company does not expect this pronouncement to have a material effect on the
financial statements.





Inventory


Inventory
consists of a completed automobile and parts and supplies utilized in the
production of the automobile.  The inventory is valued at cost on a
first in, first out basis.





NOTE B –
EQUIPMENT





Equipment
consists of the following at:





July
      31,
                      2009
                    
                    
                    April
      30,
                      2009
                    
                    
                    Average
      Useful
                      Life in YearsMachinery
      and equipment
                    
                    $
                    38,381
                    
                    
                    $
                    38,381
                    
                    
                    
                    7Prototype
      automobile
                    
                    
                    170,675
                    
                    
                    
                    170,675
                    
                    
                    
                    5Tools
      and molds
                    
                    
                    1,052,500
                    
                    
                    
                    1,052,500
                    
                    
                    
                    15Web
      site
                    
                    
                    73,150
                    
                    
                    
                    73,150
                    
                    
                    
                    3Furniture
      and fixtures
                    
                    
                    26,827
                    
                    
                    
                    26,827
                    
                    
                    
                    51,361,533
                    
                    
                    
                    1,361,533Less:
      accumulated depreciation
                    
                    
                    792,928
                    
                    
                    
                    774,445$
                    568,605
                    
                    
                    $
                    587,088





NOTE C -
RELATED PARTY TRANSACTIONS





The
Company has loans from individuals who are related to the Chief Executive
Officer of the Company or who are stockholders of the Company.  The
loans are secured by the Company’s assets and bear interest at the rate of 10%
to 15% per annum.  The total loans outstanding at July 31, 2009 and
April 30, 2009 aggregated $463,154 and $431,265, respectively.  The
total loan balance outstanding due to the President and Chief Executive Officer
at July 31, 2009 and April 30, 2009 was $356,283 and $306,394
respectively.





During
the three months ended July 31, 2009, the President advanced the Company an
additional $51,889 and was repaid $2,000.


F
14





GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





NOTES TO
FINANCIAL STATEMENTS


July 31,
2009





NOTE C -
RELATED PARTY TRANSACTIONS (CONTINUED)





The
company also has agreements with the note holders to issue shares of the
Company’s common stock for loans or interest which are not repaid timely and if
the note holders agree to defer the payments.   In addition, the
Company has agreements with its employees to issue shares of the Company’s
common stock for salaries which are not paid timely and if the employees agree
to defer salaries.  During the three months ended July 31, 2009 and
the year ended April 30, 2009; no shares were issued for the deferrals of
salaries or the deferral of loans but are due in the amount of 50,000 and 37,500
and 200,000 and 150,000 common shares respectively solely pertaining to the
fiscal year 2010 deferrals. Please refer to Note F “Commitments and
Contingencies“, for the number of shares due to be issued for these and other
reasons as well as the corresponding fair value of such common shares to be
issued for previous periods. The fair value of such shares are reflected in the
balance sheet line item “Common Stock to be Issued” and have a corresponding
debit entry to SG&A expense. During the same period ended July 31, 2009, an
additional 11,786 common shares are due to be issued for preferred dividends to
related parties holding preferred shares. Please refer to Note I “Dividend
Policy” for the number of shares due to be issued for this reason as well as the
corresponding fair value of such common shares to be issued for previous
periods.





Expenses
related to the upkeep of the Company’s website were paid to a party related to
the President.





NOTE D -
INCOME TAXES





The
Company has adopted Financial Accounting Statement SFAS No. 109, Accounting for
Income Taxes.  Under this method, the Company recognizes a deferred
tax liability or asset for temporary differences between the tax basis of an
asset or liability and the related amount reported on the financial
statements.  The principal types of differences, which are measured at
the current tax rates, are net operating loss carry forwards. At July 31, 2009
and April 30, 2009, these differences resulted in a deferred tax asset of
approximately $ 7,812,659 and $7,543,470, respectively.





SFAS No.
109 requires the establishment of a valuation allowance to reflect the
likelihood of realization of deferred tax assets.  Since realization
is not assured,
the  Company  has  recorded  a  valuation  allowance  for  the
entire deferred  tax  asset, and   the
accompanying financial statements do not reflect any net asset for deferred
taxes at July 31, 2009 and April 30, 2009.





Any
amounts listed on the income statement for the payment of taxes refers only to
the New York State minimum tax based upon the Capital Base of the company. This
amount was $0 and $325 for July 31, 2009 and April 30, 2009.





The
Company’s net operating loss carry forwards amounted to approximately
$22,607,594 at July 31, 2009 which will expire through 2026.





NOTE E -
STOCKHOLDERS’ EQUITY





During
the year ended April 30, 1998, the Company issued 500,000 shares of its
preferred stock to the President and Chief Executive Officer for a patent,
equipment and prototype automobile. The shares were valued at $1.80 per share
and were recorded under the caption patent, equipment and prototype on the
balance sheet.


F
15





GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





NOTES TO
FINANCIAL STATEMENTS


July 31,
2009





NOTE E -
STOCKHOLDERS’ EQUITY (CONTINUED)





During
the year ended April 30, 1998, the Company issued 50,000 shares of its preferred
stock to the President and Chief Executive officer for labor
services.  The shares were valued at $1.80 per share and were recorded
as stock based compensation having an aggregate value of $90,000.





During
the year ended April 30, 1998, the Company issued 112,500 shares of its common
stock valued at $0.10 to $0.50 per share for labor services.  The
shares had a value of $24,750 and were recorded as stock based
compensation.





During
the year ended April 30, 1998, the Company issued 1,200,000 shares of its common
stock valued at $0.01 per share to the President and Chief Executive Officer for
a patent, equipment and prototype automobile contributed.   The
shares had a value of $12,000 and were recorded under the caption of patent,
equipment and prototype on the balance sheet.





During
the year ended April 30, 1998, the Company issued 535,000 shares of the common
stock valued at $1.00 per share for the deferral of salary and loan payments in
consideration of late payments, and preferred stock dividends in lieu of
cash.  The aggregate consideration of $535,000 was recorded as stock
based compensation.





During
the year ended April 30, 1998, the Company issued 172,000 shares of its common
stock to unrelated third parties valued at $0.50 per share for cash except for
4,000 shares issued to a related party.





During
the year ended April 30, 1999, the Company issued 245,730 shares of its common
stock for labor services valued at $0.10 to $0.50 per share. The aggregate
consideration of $54,061 was recorded as stock based compensation.





During
the year ended April 30, 1999, the Company issued 2,500 shares of its common
stock to unrelated third parties valued at $1.00 per share for
cash.





During
the year ended April 30, 1999, the Company issued 720,000 shares of the common
stock valued at $0.50 per share for the deferral of salary and loan payments in
consideration of late payments, and preferred stock dividends in lieu of cash.
The aggregate consideration of $360,000 was recorded as stock based
compensation.





During
the year ended April 30, 1999, the Company issued 691,775 shares of its common
stock for labor services valued at $0.50 per share.  The aggregate
consideration of $345,887 was recorded as stock based compensation.





During
the year ended April 30, 2000, the Company issued 20,000 shares of its common
stock for labor services valued at $0.25 to $1.00 per share. The aggregate
consideration of $8,000 was recorded as stock based compensation.





During
the year ended April 30, 2000, the Company issued 10,000 shares of its common
stock for equipment to the President and Chief Executive officer at $1.00 per
share.  The aggregate consideration of $10,000 was recorded under the
caption equipment and prototype.


F
16





GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





NOTES TO
FINANCIAL STATEMENTS


July 31,
2009





NOTE E -
STOCKHOLDERS’ EQUITY (CONTINUED)





During
the year ended April 30, 2000 the Company issued 570,000 shares of the common
stock valued at $0.50 per share for the deferral of salary and loan payments in
consideration of late payments, and preferred stock dividends in lieu of cash.
The aggregate consideration of $570,000 was recorded as stock based
compensation.





During
the year ended April 30, 2000 the Company issued 49,000 shares of its common
stock for salaries valued at $1.00 per share. The aggregate consideration of
$49,000 was recorded as stock based compensation.





During
the year ended April 30, 2001, the Company issued 5,000 shares of its common
stock for labor services valued at $1.00 per share. The aggregate consideration
of $5,000 was recorded as stock based compensation.





During
the year ended April 30, 2001, the Company issued 525,000 shares of the common
stock valued at $1.00 per share for the deferral of salary and loan payments in
consideration of late payments, and preferred stock dividends in lieu of cash.
The aggregate consideration of $525,000 was recorded as stock based
compensation.





During
the year ended April 30, 2002, the Company issued 1,000 shares of its common
stock for labor services valued at $1.00 per share. The aggregate consideration
of $1,000 was recorded as stock based compensation.





During
the year ended April 30, 2002, the Company issued 520,000 shares of the common
stock valued at $1.00 per share for the deferral of salary and loan payments in
consideration of late payments, and preferred stock dividends in lieu of cash.
The aggregate consideration of $520,000 was recorded as stock based
compensation.





During
the year ended April 30, 2003 the Company issued 325,826 shares of its common
stock for labor services valued at $0.50 per share. The aggregate consideration
of $162,913 was recorded as stock based compensation.





During
the year ended April 30, 2003, the Company issued 2,675,751 shares of its common
stock for salaries valued at $1.00.  The aggregate consideration of
$2,675,751 was recorded as stock based compensation.





During
the year ended April 30, 2003, the Company issued 32,924 shares of its common
stock for equipment to the President and Chief Executive officer at $1.00 per
share.  The aggregate consideration of $32,924 was recorded under the
caption equipment and prototype.





During
the year ended April 30, 2003, the Company issued 470,000 shares of the common
stock valued at $1.00 per share for the deferral of salary and loan payments in
consideration of late payments, and preferred stock dividends in lieu of cash.
The aggregate consideration of $470,000 was recorded as stock based
compensation.


F
17





GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





NOTES TO
FINANCIAL STATEMENTS


July 31,
2009





NOTE E –
STOCKHOLDERS’ EQUITY (CONTINUED)





During
the year ended April 30, 2003 the Company issued 759,380 shares of its common
stock for the deferral of interest payments valued at $1.00 per share. The
aggregate consideration of $759,380 was recorded as stock based
compensation.





During
the year ended April 30, 2003, the Company issued 493,867 shares of its common
stock at $1.00 per share to liquidate debt to related parties.





During
the year ended April 30, 2004 the Company issued 190,500 shares of its common
stock for labor services valued at $1.00 per share. The $190,500 of
consideration was recorded as stock based compensation.





During
the year ended April 30, 2004, the Company issued 255,000 shares of its common
stock to unrelated third parties at an average price of $1.33 per share for
cash.





During
the year ended April 30, 2004, the Company issued 200,000 shares of its common
stock for salaries valued at $1.00 per share.  The aggregate
consideration of $200,000 was recorded as stock based compensation.





During
the year ended April 30, 2004, the Company issued 520,000 shares of the common
stock valued at $1.00 per share for the deferral of salary and loan payments in
consideration of late payments, and preferred stock dividends in lieu of cash.
The aggregate consideration of $520,000 was recorded as stock based
compensation.





During
the year ended April 30, 2005, the Company issued 421,000 shares of the common
stock valued at $1.00 per share for the deferral of salary and loan payments in
consideration of late payments, and preferred stock dividends in lieu of cash.
The aggregate consideration of $421,000 was recorded as stock based
compensation.





During
the year ended April 30, 2005, the Company issued 515,287 shares of common stock
to unrelated third parties valued at $2.00 to $2.50 per share for
cash.





During
the year ended April 30, 2005, the Company issued 130,000 shares of the common
stock valued at $1.00 per share for the deferral of salary and loan payments in
consideration of late payments, and preferred stock dividends in lieu of cash.
The aggregate consideration of $130,000 was recorded as stock based
compensation.





During
the year ended April 30, 2005, the Company issued 5,000 shares of its common
stock for the deferral of interest payments valued at $1.00 per share. The
aggregate consideration of $5,000 was recorded as stock based
compensation.





During
the year ended April 30, 2005, the Company issued 212,021 shares of its common
stock for labor valued at $1.00 per share. The aggregate consideration of
$212,021 was recorded as stock based compensation.





During
the year ended April 30, 2006, the Company issued 241,751 shares of common stock
to unrelated third parties valued at $2.50 to $3.50 per share for
cash.


F
18





GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





NOTES TO
FINANCIAL STATEMENTS


July 31,
2009





NOTE E –
STOCKHOLDERS’ EQUITY (CONTINUED)





During
the year ended April 30, 2006, the Company issued 19,000 shares of its common
stock for labor valued at $2.50 to $3.50 per share. The aggregate consideration
of $19,000 was recorded as stock based compensation.





During
the year ended April 30, 2006, the Company was due to issue 200,000 shares of
its common stock for the deferral of salary valued at $3.50 per share. The
aggregate consideration of $700,000 was recorded as common stock to be
issued.





During
the year ended April 30, 2006, the Company was due to issue 150,000 shares of
its common stock for the deferral of loans valued at $3.50 per share. The
aggregate consideration of $525,000 was recorded as common stock to be
issued.





During
the year ended April 30, 2006, the Company was due to issue 495,000 shares of
its common stock for employee options valued at $0.50 to $3.50 per share. The
aggregate consideration of $605,000 was recorded as common stock to be
issued.





During
the year ended April 30, 2007, the Company issued 2,857 shares of its common
stock to unrelated third parties valued at $3.50 per share for
cash.





During
the year ended April 30, 2007, the Company issued 5,000 shares of its common
stock for labor services valued at $1.00 per share. The aggregate consideration
of $5,000 was recorded as salary expense and subsequently reclassified as stock
based compensation.





During
the year ended April 30, 2007, the Company was due to issue 200,000 shares of
its common stock for the deferral of salary valued at $3.50 per share. The
aggregate consideration of $700,000 was recorded as common stock to be
issued.





During
the year ended April 30, 2007, the Company was due to issue 150,000 shares of
its common stock for the deferral of loans valued at $3.50 per share. The
aggregate consideration of $525,000 was recorded as common stock to be
issued.





During
the year ended April 30, 2007, the Company was due to issue 55,000 shares of its
common stock for employee options valued at $3.50 per share. The aggregate
consideration of $192,500 was recorded as common stock to be
issued.





During
the year ended April 30, 2008, the Company issued 804,664 shares of its common
stock for labor services valued at $1.17 per share. The aggregate consideration
of 938,722 was recorded as salary expense.





During
the year ended April 30, 2008, the Company was due to issue 200,000 shares of
its common stock for the deferral of salary valued at $3.50 per share. The
aggregate consideration of $700,000 was recorded as common stock to be
issued.





During
the year ended April 30, 2008, the Company was due to issue 150,000 shares of
its common stock for the deferral of loans valued at $3.50 per share. The
aggregate consideration of $525,000 was recorded as common stock to be
issued.


F
19





GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





NOTES TO
FINANCIAL STATEMENTS


July 31,
2009





NOTE E –
STOCKHOLDERS’ EQUITY (CONTINUED)





During
the year ended April 30, 2008, the Company was due to issue 336,000 shares of
its common stock for employee options valued at $3.50 per share. The aggregate
consideration of $1,176,000 was recorded as common stock to be
issued.





During
the year ended April 30, 2009, the Company was due to issue 200,000 shares of
its common stock for the deferral of salary valued at $3.50 per share. The
aggregate consideration of $700,000 was recorded as common stock to be
issued.





During
the year ended April 30, 2009, the Company was due to issue 150,000 shares of
its common stock for the deferral of loans valued at $3.50 per share. The
aggregate consideration of $525,000 was recorded as common stock to be
issued.





During
the year ended April 30, 2009, the Company was due to issue 350,000 shares of
its common stock for employee options valued at $3.50 per share. The aggregate
consideration of $1,225,000 was recorded as common stock to be
issued.





During
the three months ended July 31, 2009, the Company was due to issue 50,000 shares
of its common stock for the deferral of salary valued at $3.50 per share. The
aggregate consideration of $175,000 was recorded as common stock to be
issued.





During
the three months ended July 31, 2009, the Company was due to issue 37,500 shares
of its common stock for the deferral of loans valued at $3.50 per share. The
aggregate consideration of $131,250 was recorded as common stock to be
issued.





During
the three months ended July 31, 2009, the Company was due to issue 91,750 shares
of its common stock for employee options valued at $3.50 per share. The
aggregate consideration of $321,125 was recorded as common stock to be
issued.





The
Company has an informal stock option plan. The plan is non-qualified and the
options vest and are immediately exercisable.





NOTE F -
COMMITMENTS AND CONTINGENCIES





On May 1,
2007, the Company entered into a 10 year employment contract with the President
and Chief Executive Officer.  The annual salary for the year ended
April 30, 2010 is $145,000. As of July 31, 2009, the Company has a liability to
the President for the deferment of salary payable in the amount of $311,250. The
Company is contingently liable under the remainder of the contract for a total
of approximately $1,300,000.





The
Company has entered into additional employment contracts with key employees
which expire in April 2017.  As of July 31, 2009, the Company has a
liability to these key employees for the deferment of salary payable of
$231,750. The total contingent liabilities under the remainder of these
contracts aggregate $2,112,000.  Additionally, if the salary is not
paid, the employees will receive an additional 50,000 shares of the Company’s
common stock per year for deferring payments.


F
20





GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





NOTES TO
FINANCIAL STATEMENTS (CONTINUED)


July 31,
2009





NOTE F -
COMMITMENTS AND CONTINGENCIES (CONTINUED)





During
the three months ended July 31, 2009 and the year ended April 30, 2009, the
Company did not issue any shares of the common stock to its employees for the
deferral of salary. Please refer to Note H “Common Stock to be Issued” for the
details of the shares due and their fair value.





During
the three months ended July 31, 2009 and the year ended April 30, 2009, the
Company did not issue any shares of the common stock to the note holders who
made loans to the Company.  These note holders are the President and
individuals related to the President.  The shares were to be issued
under agreements whereby if the loans were not timely paid or if the note
holders agreed to payment deferrals, shares would be issued. Please refer to
Note H “Common Stock to be Issued” for the details of the shares due and their
fair value.





During
the three months ended July 31, 2009 and the year ended April 30, 2009, the
Company did not issue any shares of its common stock to note holders for the
deferment of interest payments as no provisions in any agreement exist for any
such issuance of shares for interest payment deferral only loan payment
deferrals.





During
the three months ended July 31, 2009 and the year ended April 30, 2009, the
Company did not issue any shares of its common stock to employees for Common
Stock Options which are due to be issued to the four directors as part of their
employment contracts.  Please refer to Note H “Common Stock to be
Issued” for the details of the shares due and their fair value.





Additionally,
during the three months ended July 31, 2009 and the year ended April 30, 2009,
the Company did not issue any shares of its common stock to stockholders of
preferred shares as part of our dividends policy. Please refer to Note I
“Dividend Policy” for the details of the shares due and their fair
value.





Any
amounts of “Common Stock to be Issued” for the deferral of loans payable,
salaries payable, employee options and preferred stock dividends will be issued
in subsequent year(s). Should the fair value of our shares decrease prior to
payment, we will not be required to increase the number of shares issued for
prior periods.





As of the
date of Incorporation, the Company had a common share repurchase provision as
follows:


Employees
may take salary in the form of Company shares at the rate of one third the
current share value in lieu of the dollars payable. Shares that have been
previously issued under this provision could have been sold back to the Company
at the current share price if funds were available. As of April 30, 2008, the
Company amended all employee agreements so that shares are no longer subject to
this provision. Further, the Company anticipates that it will not enact this
provision in the foreseeable future.


F
21





GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





NOTES TO
FINANCIAL STATEMENTS


July 31,
2009





NOTE G –
COMMON STOCK TO BE ISSUED





During
      the time period of application, the Company has refrained from issuing
      Common Stock for deferral of salary and the deferral of loan
      payments.  In order to comply with GAAP, the Company has
      implemented an additional equity category to account for these stocks that
      have been earned but not yet issued. For July 31, 2009 and April 30, 2009
      it was $306,250 and $1,225,000 respectively.  Additionally, this
      account covers Common Stock Options earned but not yet
      exercised.  These amounts for July 31, 2009 and April 30, 2009
      were $321,125 and $1,225,000
respectively.




The
      following is a cumulative roll forward table in this stockholders’ equity
      account:




Number
      of
                            
                            
                            Fair
      Value ofCommon
      Shares
                            
                            
                            Common
      SharesTo Be Issued
                            
                            
                            To Be IssuedDeferral of SalaryBalance
      earned as of April 30, 2006
                            
                            
                            200,000
                            
                            
                            $
                            700,000Balance
      earned as of April 30, 2007
                            
                            
                            200,000
                            
                            
                            
                            700,000Balance
      earned as of April 30, 2008
                            
                            
                            200,000
                            
                            
                            
                            700,000Balance
      earned as of April 30, 2009
                            
                            
                            200,000
                            
                            
                            
                            700,000Three
      months ended July 31, 2009
                            
                            
                            50,000
                            
                            
                            
                            175,000Ending
      Balance as of July 31, 2009
                            
                            
                            850,000
                            
                            
                            $
                            2,975,000Deferral of LoansBalance
      earned as of April 30, 2006
                            
                            
                            150,000
                            
                            
                            $
                            525,000Balance
      earned as of April 30, 2007
                            
                            
                            150,000
                            
                            
                            
                            525,000Balance
      earned as of April 30, 2008
                            
                            
                            150,000
                            
                            
                            
                            525,000Balance
      earned as of April 30, 2009
                            
                            
                            150,000
                            
                            
                            
                            525,000Three
      months ended July 31, 2009
                            
                            
                            37,500
                            
                            
                            
                            131,250Ending
      Balance as of July 31, 2009
                            
                            
                            637,500
                            
                            
                            $
                            2,231,250Employee OptionsBalance
      earned as of April 30, 2006
                            
                            
                            495,000
                            
                            
                            $
                            605,000Balance
      earned as of April 30, 2007
                            
                            
                            55,000
                            
                            
                            
                            192,500Balance
      earned as of April 30, 2008
                            
                            
                            336,000
                            
                            
                            
                            1,176,000Balance
      earned as of April 30, 2009
                            
                            
                            350,000
                            
                            
                            
                            1,225,000Three
      months ended July 31, 2009
                            
                            
                            91,750
                            
                            
                            
                            321,125Ending
      Balance as of July 31, 2009
                            
                            
                            1,327,750
                            
                            
                            $
                            3,519,625Total
      Common Shares to be issuedAs
      of July 31, 2009
                            
                            
                            2,815,250
                            
                            
                            $
                            8,725,875





The
      common stock options in the financial statements have been restated to
      record the cumulative impact for such fair value of options for the years
      April 30, 1998 through April 30, 2006 in the statements of stockholders’
      equity as the amounts for these individual years had not been previously
      recorded.


F
22





GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





NOTES TO
FINANCIAL STATEMENTS (CONTINUED)


July 31,
2009





NOTE I –
DIVIDEND POLICY





We
      have never declared or paid cash dividends on our common stock and
      anticipate that all future earnings will be retained for development of
      our business. The payment of any future dividends will be at the
      discretion of our Board of Directors and will depend upon, among other
      things, future earnings, capital requirements, our financial conditions
      and general business conditions.





Our
      Series A Preferred Stock carries a dividend equal to 5% of the original
      purchase price of such preferred stock.  This dividend may be
      paid, at our option, in cash or in shares of our common
      stock.  This dividend accrues to the extent it is not declared
      and paid each year.  If we elect to pay the dividend in cash, it
      must be paid out of our earnings, after taxes.  If we elect to
      pay the dividend in common stock we may do so and our board of directors
      determines the price at which such dividend distribution occurs, however,
      the most recent or current share value, which is determined by the last
      private sale of our common shares, is divided by one-third and the
      resulting number is used to determine the number of common shares to be
      issued in lieu of cash.





As
      of July 31,
      2009, the following outlines the arrearages in preferred stock
      dividends to our four directors and officers who are the only holders of
      such stock that have not been issued. These dividends can be taken in
      common stock in lieu of cash and have been outlined below as if they will
      be taken in lieu of cash:





Period
                      
                      Dividend
      Due
                      
                      
                      Per
      Share Amount
                      
                      
                      Common
      Shares Issued(Year
      Ended)
                      
                      (if
      taken in cash)
                      
                      
                      (1/3
      last share price)
                      
                      
                      (in
      lieu of cash dividend)April
      30, 2006
                      
                      $
                      55,000
                      
                      
                      $
                      1.167
                      
                      
                      
                      47,143April
      30, 2007
                      
                      $
                      55,000
                      
                      
                      $
                      1.167
                      
                      
                      
                      47,143April
      30, 2008
                      
                      $
                      55,000
                      
                      
                      $
                      1.167
                      
                      
                      
                      47,143April
      30, 2009
                      
                      $
                      55,000
                      
                      
                      $
                      1.167
                      
                      
                      
                      47,143July
      31, 2009
                      
                      $
                      13,750
                      
                      
                      $
                      1.167
                      
                      
                      
                      11,786Total
                      
                      $
                      233,750
                      
                      
                      
                      
                      Total
                      
                      
                      200,358





The
      aggregate number of common shares we would have to issue in lieu of cash
      if we elected to pay dividends in common shares for fiscal 2006, 2007,
      2008 and 2009 and the three months ended July 31, 2009 would be
      200,358.


F
23