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 OCTOBER 31, 2009ORo
              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.YesoNox




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




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.YesxNoo




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. o




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
              o
              
              Accelerated
      filer oNon-accelerated
      filer
              o
              
              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).YesoNox




The
aggregate market value of the registrant’s voting common stock held by
non-affiliates as of October 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 October 31, 2009.




Transitional
Small Business Disclosure Format (Check One): YesoNox







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







Forward-Looking
Statements





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





PART
I





ITEM 1. BUSINESS




Business
Overview





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





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





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





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





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





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





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





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





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





The
Company has authorized two classes of stock: Common stock authorized 200,000,000
shares; par value $0.01; issued and outstanding 13,659,333 as of October 31,
2009 and Cumulative 5% preferred stock, stated value $2.00 authorized 20,000,000
shares, 550,000 shares issued and outstanding as of October 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 $10,000,000 proceeds net of expenses to
purchase material and equipment to build Company and its products. There can be
no assurance that such offering will be successful.




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





2) We
only have a very limited amount of cash as of October 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 who were our CEO and President holding 58.10% of the outstanding
common and preferred stock of the Company.





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





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 October 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 and total
operating expenses of $1,116,837and $1,073,617 for the periods ended October 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 October 31, 2009, and 2008, the Company had net losses of $
(1,636,562) and $ (1,514,398) 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 October 31, 2009, and 2008, net cash used in operating
activities amounted to $ (85,584) and $ (75,847), respectively.





Net cash
provided by financing activities amounted to $ 77,473 and $ (23,000) for the
periods ended October 31, 2009, and 2008, respectively. The net cash provided
resulted primarily from ongoing loans from our CEO and President.





As of
October 31, 2009, and 2008, our cash resources amounted to $18,231 and $26,342,
respectively. Current liabilities exceed current assets by $1,034,529 and
$652,715
respectively, and as of October 31, 2009, our prior accumulated deficit and
deficit accumulated since inception amounted to $21,818,468 and $23,455,031,
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 October 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 October 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 as of October 31, 2009 and for 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 October 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
                                      ($)
                                    
                                    
                                    OtherAnnualComp-ensation($)
                                    
                                    
                                    Awards
                                    
                                    
                                    Payouts
                                    
                                    
                                    AllOtherCompen-sation(Shares)NameAnd
      PrincipalPosition
                                    Year
                                    
                                    Restrict-edStockAwards($)
                                    
                                    
                                    SecuritiesUnder-lyingOptions/SARs(#)
                                    
                                    
                                    LTIPPayouts($)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 October 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 October 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 six months ended October 31, 2009, were
$2,000.





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 $2,000 for six months ended October 31, 2009.





Tax
Fees





Our
registered independent auditors did not render any services for tax compliance,
tax advice and tax planning during the six months ended October 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:
      December 16, 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:
      December 16, 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
PERIOD ENDED OCTOBER 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





October 31,
                
                
                April 30,2009
                
                
                2009(unaudited)
                
                
                (audited)Current
      AssetsCash
      (Note A)
                
                $
                18,231
                
                
                $
                26,342Inventory
                
                
                130,185
                
                
                
                130,185Total
      Current Assets
                
                
                148,416
                
                
                
                156,527EQUIPMENT
      AND PROTOTYPE, net of accumulated depreciation of $811,399 and $774,445,
      respectively  (Note B)
                
                
                550,133
                
                
                
                587,088OTHER
      ASSETSDeposits
                
                
                1,358
                
                
                
                1,358INTANGIBLE
      ASSETSPatent,
      net of amortization of $40,439 and $38,821, respectively
                
                
                14,561
                
                
                
                16,179TOTAL
      ASSETS
                
                $
                714,468
                
                
                $
                761,152LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued expenses
                
                $
                42,680
                
                
                $
                35,532Interest
      payable to related parties
                
                
                599,226
                
                
                
                468,070Loans
      payable to related parties
                
                
                583,239
                
                
                
                431,265Accrued
      salaries to related parties
                
                
                523,852
                
                
                
                479,000Total
      Current Liabilities
                
                
                1,748,997
                
                
                
                1,413,867Stockholders’
      EquityCumulative
      5% preferred stock, stated value $2.00 authorized 20,000,000 shares,
      550,000 shares issued and outstanding (holding a preference of involuntary
      liquidation of $1.1 million)
                
                
                990,000
                
                
                
                990,000Common
      stock authorized 200,000,000 shares; par value $0.01; issued and
      outstanding 13,659,333 and 13,659,333 shares at at October 31, 2009 and
      April 30, 2009, respectively
                
                
                136,593
                
                
                
                136,593Paid-in
      capital
                
                
                11,940,660
                
                
                
                11,940,660Common
      stock to be issued; 2,994,500 and 2,636,000 shares at October 31, 2009 and
      April 30, 2009, respectively
                
                
                9,353,250
                
                
                
                8,098,500Deficit
      accumulated during the development stage
                
                
                (23,455,031
                )
                
                
                (21,818,468
                )Total
      Stockholders’ Equity (Deficit)
                
                
                (1,034,528
                )
                
                
                (652,715
                )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
                
                $
                714,468
                
                
                $
                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, 1997October 31,
                
                
                October 31,
                
                
                (Inception) to2009
                
                
                2008
                
                
                October 31, 2009(unaudited)
                
                
                (unaudited)
                
                
                (unaudited &derived fromrestated)OPERATING
      EXPENSESSelling,
      general and administrative
                
                $
                1,116,837
                
                
                $
                1,073,617
                
                
                $
                12,172,675SG&A
      - Stock-based compensation
                
                
                350,000
                
                
                
                350,000
                
                
                
                9,603,763Depreciation
      and amortization
                
                
                38,572
                
                
                
                38,583
                
                
                
                851,838Total
      Operating Expenses
                
                
                1,505,409
                
                
                
                1,462,200
                
                
                
                22,628,276OTHER
      EXPENSE (INCOME)Interest
      earned
                
                
                (3
                )
                
                
                (270
                )
                
                
                (22,470
                )Interest
      expense
                
                
                131,155
                
                
                
                52,468
                
                
                
                847,170Taxes
                
                
                0
                
                
                
                0
                
                
                
                2,055Total
      Other Expense (Income)
                
                
                131,153
                
                
                
                52,198
                
                
                
                826,755NET
      LOSS
                
                $
                (1,636,562
                )
                
                $
                (1,514,398
                )
                
                $
                (23,455,031
                )DIVIDENDS
      TO PREFERRED STOCK HOLDERS (IN ARREARS)
                
                $
                (27,500
                )
                
                $
                (27,500
                )NET
      LOSS AVAILABLE TO COMMON STOCKHOLDERS
                
                $
                (1,664,062
                )
                
                $
                (1,541,898
                )NET
      LOSS PER COMMON SHARE (BASIC AND DILUTED)
                
                $
                (.12
                )
                
                $
                (.11
                )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDING
                
                
                13,659,333
                
                
                
                13,659,333








F
2




GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





STATEMENT
OF CASH FLOWS





For the PeriodMay 22, 1997October 31,
                
                
                October 31,
                
                
                (Inception) to2009
                
                
                2008
                
                
                October 31, 2009(unaudited)
                
                
                (unaudited)
                
                
                (unaudited &derived fromrestated)CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                
                $
                (1,636,561
                )
                
                $
                (1,514,397
                )
                
                $
                (23,455,029
                )Adjustments
      to reconcile net loss to cash flows used in operating
      activities:Stock
      based compensation
                
                
                350,000
                
                
                
                350,000
                
                
                
                9,160,541Stock
      to be issued for other reasons
                
                
                904,750
                
                
                
                875,000
                
                
                
                9,684,194Depreciation
      and amortization
                
                
                38,572
                
                
                
                38,583
                
                
                
                851,838Increase
      (decrease) in operating assets:Accounts
      payable and accrued expenses
                
                
                (1,500
                )
                
                
                -
                
                
                
                34,032Deposits
                
                
                -
                
                
                
                -
                
                
                
                (1,358
                )Inventory
                
                
                -
                
                
                
                -
                
                
                
                (130,184
                )Interest
      payable
                
                
                131,155
                
                
                
                52,468
                
                
                
                599,225Accrued
      salaries
                
                
                128,000
                
                
                
                122,500
                
                
                
                607,000Net
      Cash Flows Used In Operating Activities
                
                $
                (85,584
                )
                
                $
                (75,847
                )
                
                
                (2649,741
                )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
                
                
                77,473
                
                
                
                (23,000
                )
                
                
                1,024,882Sale
      of common stock
                
                
                -
                
                
                
                -
                
                
                
                2,096,762Net
      Cash Flows from Financing Activities
                
                $
                77,473
                
                
                $
                (23,000
                )
                
                $
                3,121,644INCREASE
      (DECREASE) IN CASH
                
                
                (8,111
                )
                
                
                (98,847
                )
                
                
                18,231CASH,
      BEGINNING OF PERIOD
                
                
                26,342
                
                
                
                127,859
                
                
                
                26,343CASH,
      END OF PERIOD
                
                $
                18,231
                
                
                $
                29,012
                
                
                $
                44,573SUPPLEMENTAL
      CASH FLOW INFORMATIONIssuance
      of common stock for non cash transactions
                
                $
                -
                
                
                $
                -
                
                
                $
                9,036,769Common
      Stock to be Issued (for Options)
                
                
                642,250
                
                
                
                612,500
                
                
                
                3,840,750Common
      Stock to be Issued (for Other Reasons)
                
                
                612,500
                
                
                
                612,500
                
                
                
                5,512,500$
                1,254,750
                
                
                $
                1,225,000
                
                
                $
                18,390,019Cash
      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 October 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





See
accompanying notes to financial statements.


F
4


GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)


For the
Period May 22, 1997 (Inception) to October 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





See
accompanying notes to financial statements.


F
5


GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)


For the
Period May 22, 1997 (Inception) to October 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





See
accompanying notes to financial statements.


F
6


GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)


For the
Period May 22, 1997 (Inception) to October 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





See
accompanying notes to financial statements


F
7


GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)


For the
Period May 22, 1997 (Inception) to October 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
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      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 October 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 October 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 issuedfor deferral of salary
      (1)
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              350,000
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              350,000Common
      stock to be issuedfor deferral of loan
      payments (1)
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              262,500
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              262,500Common
      stock to be issuedfor options (1)
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              642,250
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              642,250Net
      Loss for period endedOctober
      31, 2009
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (1,636,561
                                                              )
                                                              
                                                              
                                                              (1,636,561
                                                              )Balance
      October 31, 2009
                                                              
                                                              
                                                              550,000
                                                              
                                                              
                                                              $
                                                              990,000
                                                              
                                                              
                                                              
                                                              13,659,333
                                                              
                                                              
                                                              $
                                                              136,593
                                                              
                                                              
                                                              $
                                                              11,940,659
                                                              
                                                              
                                                              
                                                              8,725,875
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              $
                                                              (23,455,031
                                                              )
                                                              
                                                              $
                                                              (1,034,529
                                                              )





(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


October
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 $23,455,031 through October 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 six months ended October 31, 2009 and
April 30, 2009 was $789 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


October
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


October
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


October
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:





October
      31,
                  
                  
                  April
      30,
                  
                  
                  Average
      Useful2009
                  
                  
                  2009
                  
                  
                  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
                  
                  
                  811,399
                  
                  
                  
                  774,445$
                  550,133
                  
                  
                  $
                  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 October 31, 2009 and
April 30, 2009 aggregated $583,239 and $431,265, respectively.  The
total loan balance outstanding due to the President and Chief Executive Officer
at October 31, 2009 and April 30, 2009 was $476,367 and $306,394
respectively.





During
the six months ended October 31, 2009, the President advanced the Company an
additional $100,473 and was repaid $5,000.


F
14





GISSER
AUTOMOTIVE CONCEPTS, INC.


(A
Development Stage Enterprise)





NOTES TO
FINANCIAL STATEMENTS


October
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 October 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 100,000 and
75,000 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 October 31, 2009,
an additional 23,572 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 October 31,
2009 and April 30, 2009, these differences resulted in a deferred tax asset of
approximately $ 8,109,260 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 October 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 October 31, 2009 and April 30, 2009.





The
Company’s net operating loss carry forwards amounted to approximately
$23,455,031 at October 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


October
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


October
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


October
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


October
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


October
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 six months ended October 31, 2009, the Company was due to issue 100,000
shares of its common stock for the deferral of salary valued at $3.50 per share.
The aggregate consideration of $350,000 was recorded as common stock to be
issued.





During
the six months ended October 31, 2009, the Company was due to issue 75,000
shares of its common stock for the deferral of loans valued at $3.50 per share.
The aggregate consideration of $262,500 was recorded as common stock to be
issued.





During
the six months ended October 31, 2009, the Company was due to issue 183,500
shares of its common stock for employee options valued at $3.50 per share. The
aggregate consideration of $642,250 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 October 31, 2009, the Company has a liability
to the President for the deferment of salary payable in the amount of $347,500.
The Company is contingently liable under the remainder of the contract for a
total of approximately $1,227,500.





The
Company has entered into additional employment contracts with key employees
which expire in April 2017.  As of October 31, 2009, the Company has a
liability to these key employees for the deferment of salary payable of
$522,000. The total contingent liabilities under the remainder of these
contracts aggregate $2,001,000.  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)


October
31, 2009




NOTE F -
COMMITMENTS AND CONTINGENCIES (CONTINUED)





During
the six months ended October 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 six months ended October 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 six months ended October 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 six months ended October 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 six months ended October 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


October
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 October 31, 2009 and April 30, 2009 it was $612,500 and $1,225,000
respectively.  Additionally, this account covers Common Stock Options
earned but not yet exercised.  These amounts for October 31, 2009 and
April 30, 2009 were $642,250 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 October 31, 2009
                                          
                                          
                                          100,000
                                          
                                          
                                          
                                          350,000Ending
      Balance as of October 31, 2009
                                          
                                          
                                          900,000
                                          
                                          
                                          $
                                          3,150,000Deferral 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 October 31, 2009
                                          
                                          
                                          75,000
                                          
                                          
                                          
                                          262,500Ending
      Balance as of October 31, 2009
                                          
                                          
                                          675,000
                                          
                                          
                                          $
                                          2,362,500Employee 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 October 31, 2009
                                          
                                          
                                          183,500
                                          
                                          
                                          
                                          642,250Ending
      Balance as of October 31, 2009
                                          
                                          
                                          1,419,500
                                          
                                          
                                          $
                                          3,840,750Total
      Common Shares to be issued As of October 31, 2009
                                          
                                          
                                          2,994,500
                                          
                                          
                                          $
                                          9,353,250




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)


October
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
October 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
                                      
                                      
                                      
                                      
                                      47,143October 31, 2009
                                      
                                      
                                      
                                      $
                                      27,500
                                      
                                      
                                      $
                                      1.167
                                      
                                      
                                      
                                      
                                      23,572Total
                                      
                                      $
                                      247,500
                                      
                                      
                                      
                                      
                                      Total
                                      
                                      
                                      212,144





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 six months ended October 31, 2009 would be
212,144.


F
23