Item 1.
Description of Business
Business Development
We were originally incorporated on October 7, 2005 in Nevada. On February 22, 2008, we completed a reverse merger (the “Merger) with a private Nevada corporation, Global Automotive Supply, Inc. (“GAS Nevada”), who was considered the accounting acquirer in the Merger. As a result of that transaction, we assumed the business operations of GAS Nevada and changed our name to “General Automotive Company” (“GAC”). We reported the Merger and the related transactions on a current report on Form 8-K, filed February 28, 2008. Our principal executive offices are located at 5422 Carrier Drive, Suite 309, Orlando, FL 32819. Prior to the disposal of our wholly-owned subsidiary, Global Parts Direct, Inc. (“GPD”) on November 14, 2008 we were in the business of providing mobile electronics, conventional auto parts, and accessories directly to auto manufacturers, vehicle processing centers, and major distributors, both domestically and internationally.
Our business model now focuses on automotive parts sales and distribution. OE Source L.C., a Florida limited liability company (“OES”), and our remaining wholly-owned subsidiary, focuses on purchasing, selling and distributing engine management products and other traditional auto parts to the largest US distributors. We acquired the operations and assets of OES a wholly-owned subsidiary in January of 2007.
Description of Business
We are a provider of Original Equipment (“OE”) and aftermarket automotive parts and related automotive products at multiple levels of distribution throughout the United States and internationally. Through our wholly-owned subsidiary, OES, we have focused our efforts on utilizing our relationships with manufacturers in China, Korea and Japan to bring state-of-the-art automotive parts, accessories and products to automobile manufacturers and major parts distributors in the U.S.
OES is selling conventional auto parts that it imports directly from manufacturers, consolidators and distributors in the Far East to major customers in the United States. OES currently offers a suite of automotive engine management parts to large US distributors. These distributors then resell our products to automakers, dealerships, automotive repair shops, and retail outlets. OES specializes in and focuses on engine management products such as oxygen sensors and throttle position sensors, as well as other key under hood and brake systems components.
OES has grown rapidly since its inception in 2004, and our plan is to promote further growth during the next three to five years. During this period, OES will attempt to expand its customer base by increasing its sourcing and supply chain capabilities, adding employees to supplier identification and qualification, auditing, and supply chain management tasks.
Industry Overviews
Original Equipment Manufacturers
The automotive OEM industry is the segment of the automotive industry that develops, manufactures, and provides parts to auto manufacturers to include in their products. The components in an automobile are rarely manufactured by the carmaker itself. Rather, they are purchased from OEMs, branded as the carmaker’s own by the OEM, and installed during the production process on automobile production assembly lines. This allows carmakers to focus on their core competencies and has created a significant industry for the manufacture of parts for the major automakers. These automakers have standards of quality, price, and service, and based upon those standards, approve a certain number of distributors and suppliers to provide parts for their vehicles. Those suppliers may, in turn, either purchase the parts they supply or manufacture the parts themselves. Either way, they must ensure that the automakers’ standards are being met, or risk losing their position as an approved supplier to the automaker.
Automotive Aftermarket
The automotive aftermarket is the segment of the automotive industry concerned with the manufacturing, remanufacturing, distribution, retailing, and installation of all vehicle parts, chemicals, tools, equipment and accessories for use with vehicles of every type after the manufacturer has completed the production process. Estimated as a $265 billion market in the United States, the aftermarket is a major US industry, encompassing parts for replacement, collision, appearance and performance. The aftermarket industry provides a wide variety of parts of varying qualities and prices for nearly all vehicle makes and models on the road and employs 4.54 million people in the United States at manufacturers, distributors, retailers and repair shops. According to the Aftermarket Automotive Industry Association, due to mandated Federal government regulations, engine management products have become and are anticipated to remain one of the fastest growing segments within the aftermarket automotive parts industry. This segment of the industry utilizes OEMs to provide replacement parts for repairs and upgrades to dealers, auto repair shops, and retail outlets.
Competition
The automotive parts supply industry is highly fragmented and extremely competitive. There are a large number of competitors in this market with significantly greater resources and experience than we have. However, the market is large, and very few competitors hold significant market share. Additionally, there are few barriers to entry for new companies entering the market and offering similar products or services. However, as a result of our direct relationship to manufacturers in Asia, we believe that we presently enjoy a competitive advantage in terms of quality and pricing that allows us to leverage these relationships into increased market share and profitability.
There are five major national competitors in OES’s engine management marketplace - Denso, NTK, Robert Bosch, AC Delco and Walker Supply. Each of these, as well as the other companies in the marketplace, focuses on a niche, as none is large enough to supply all facets of the automotive parts supply chain. We have been able to take advantage of our sourcing ability and relationships to create a demand for our products in the marketplace and cultivate a unique niche for our OES business as a specialist in procuring hard-to-find parts, particularly in the engine management segments of the industry.
As a distributor, the barriers to entry for a company to provide similar products and services are minimal, making it possible for new competitors to enter the market with relative ease. In addition, many of the existing and potential competitors have longer operating histories, greater name recognition, larger consumer bases and significantly greater financial, technical and marketing resources. However, we have developed exclusive import arrangements with our tier-one manufacturers and can sell the products to dealerships at a very competitive price.
Patents and Intellectual Property
We do not own any patent, trademark, or legally enforceable claim to proprietary intellectual property.
Governmental Regulation
We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations of the automotive electronics and accessories industry. We are subject to the laws and regulations of those jurisdictions in which we plan to sell our product, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the sale of our Products is not subject to special regulatory and/or supervisory requirements.
Compliance with Environmental Laws
We have not incurred and do not anticipate incurring any expenses associated with environmental laws.
Employees
We have fifteen (15) employees, primarily consisting of management, administrative, and warehouse personnel. Thirteen of these individuals are employees of OES, and two are direct employees of GAC. We have one contract sourcing person in China whom we currently retain as an independent contractor. We also retain consultants to assist in operations on an as-needed contract basis.
Research and Development Expenditures
We have not incurred any research or development expenditures since our incorporation.
Subsidiaries
OE Source, L.C., a Florida limited liability company (“OES”), is a wholly owned subsidiary of the Company.
Item 1A.
Item 1A. Risk Factors
As a Smaller Reporting Company, the Company is not required to include the disclosure under this Item 1A. Risk Factors.
Item 1B.
Item 1B. Unresolved Staff Comments
As a Smaller Reporting Company, the Company is not required to include the disclosure under this Item 1B. Unresolved Staff Comments.
Item 2.
Item 2.
Description of Property
Our principal executive offices are located at our warehouse at 5422 Carrier Drive, Suite 309, Orlando, FL 32819. We pay $7,155 per month to lease this property, and the lease is scheduled to expire on November 30, 2011. We do not own or lease any other significant property.
Item 3.
Item 3.
Legal Proceedings
We are not a party to any pending legal proceedings where any officer, director, affiliate or owner of 5% or more of our common stock is adverse to us or where the amount of damages claimed, exclusive of interest and costs, exceeds ten percent of our current assets. Pursuant to the terms of the Merger, responsibility for any liability emerging from our pre-merger business relies wholly with our pre-merger management.
Item 4.
Item 4.
Removed and Reserved
PART II
Item 5.
Item 5.
Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
Market Information
Our authorized capital stock consists of 90,000,000 shares of common stock, $0.001 par value per share and 10,000,000 shares of Preferred Stock, par value $0.001 per share. There were 18,354,417 shares of common stock issued and outstanding and 0 shares of Preferred Stock issued and outstanding as of December 31, 2010.
The Company’s common stock trades on the OTC Bulletin Board under the symbol of “GNAU.OB”. Prior to March 10, 2008, the common stock traded under on the OTC Bulletin Board under the symbol of “UIRI.OB.” As of April 12, 2011 the closing sale prices of the common stock was $0.03 per share. The following are the high and low sale prices for the common stock by quarter as reported by the OTC Bulletin Board for the last two fiscal years.
The quotations and ranges listed above were obtained from OTCBB. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
Holders of Our Common Stock
As of December 31, 2010, we had 18,354,417 shares of our common stock issued and outstanding, held by105 shareholders of record.
Dividends
The Company has not declared, or paid, any cash dividends since inception and does not anticipate declaring or paying a cash dividend for the foreseeable future.
Nevada law prohibits our board from declaring or paying a dividend where, after giving effect to such a dividend, (i) we would not be able to pay our debts as they came due in the ordinary course of our business, or (ii) our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the rights of any creditors or preferred stockholders.
Securities Authorized for Issuance Under Equity Compensation Plans
We have no stock compensation plans. The board of directors has granted stock purchase options to officers and directors based on employment contracts and discretionary basis.
Item 6.
Item 6.
Selected Financial Data
None Required
Item 7.
Item 7.
Management’s Discussion and Analysis or Plan of Operation
THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS ANNUAL REPORT.
Forward-Looking Statements
The following discussion reflects our plan of operation. This discussion contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including statements regarding our expected financial position, business and financing plans. These statements involve risks and uncertainties. Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Form 10K.
This Annual Report on Form 10-K contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. To the extent that any statements made in this Report contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “may,” “anticipates,” believes,” “should,” “intends,” “estimates,” and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation:
1. Our limited and unprofitable operating history:
2. the ability to raise additional capital to finance our activities;
3. legal and regulatory risks associated with the Merger;
4. the future trading of our common stock;
5. our ability to operate as a public company;
6. general economic and busines conditions;
7. the volatility of our operating results and financial conditions; and our ability to attract or retain qualified senior scientific and management personnel.
The foregoing factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Annual Report on Form 10-K.
Information regarding market and industry statistics contained in this Report is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources, and cannot assure investors of the accuracy or completeness of the data included in this Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not undertake any obligation to publicly update any forward-looking statements. As a result, investors should not place undue reliance on these forward-looking statements.
Overview
Our business model focuses on automotive parts sales and distribution. Through our wholly-owned subsidiary, we focus on selling and distributing engine management products and other traditional auto parts to the largest US distributors. Our management intends to continue expanding the customer base of OES and its level of sales. At the same time we plan to increase the volume of our business through the acquisition of similar companies involved in the sale and distribution of automotive parts.
Discussion and Analysis
As discussed in greater detail on a current report on our Form 8-K filed February 28, 2008, we entered into a Merger Agreement on February 22, 2008, with GAS Nevada whereby GAS Nevada merged with and into UIR Sub, and we subsequently merged with UIR Sub in a short-form merger transaction under Nevada law and, in connection with this short form merger, changed our name to General Automotive Company, effective February 22, 2008. As a result of the merger, in exchange for 100% of the outstanding capital stock of GAS Nevada, the former stockholders of GAS Nevada had the right to receive 8,149,535 shares of our common stock, which represented approximately 58.70% of our outstanding common stock following the Merger and related transactions. Thus, GAS Nevada is considered the accounting acquirer in the Merger, and all references to our financial and other history in this Form 10K, and in particular in the Management’s Discussion and Analysis section, refer to the history of GAS Nevada unless the context specifically indicates that we are referencing the businesses of Bridgefilms or UIR.
Through the Merger, we also acquired 100% interest in the two wholly-owned subsidiaries of GAS Nevada, Global Parts Direct, Inc. (“GPD”) and OE Supply, LC (“OES”). OES is our sole operating subsidiary at present. During the third quarter of 2008, we decided to discontinue the operations of our wholly-owned subsidiary, GPD. During November 2008 our board of directors agreed to the disposal of GPD through a sale of selected assets. This sale was closed on November 14, 2008. The sale was fundamentally at liquidation value resulting in a loss on disposal of $946,790. The board’s decision was based on continued reductions in the demand for the type of electronic products that were being provided by GPD during the year combined with customer pricing pressures and the inability to source low product quantities at favorable pricing. All of our business operations are now conducted through the remaining subsidiary, OES as described above (see “Description of Business”). Our Net Loss for the Year ended December 31, 2009 was $1,177,712 compared to $3,318,765 for the prior year.
Results of Operations for the Years Ended December 31, 2010 and December 31, 2009
We generated $12,638,589 in revenues during the year ended December 31, 2010, compared to $11,487,908 during the year ended December 31, 2009. The increase in revenue for the year ended December 31, 2010 was due to a combination of an increase in core business and the introduction of new product groups. Although the Company realized an increase in revenue of $1,150,681 for year-ended December 31, 2010 when compared to the same period ended December 31, 2009, the gains were offset by an increase in cost of goods sold during the period. The cost of goods sold for the year ended December 31, 2010 and December 31, 2009 were $11,297,755 and $10,073,108, respectively. For the year ended December 31, 2010, gross profit decreased to $1,340,834 compared to $1,414,800 for the year ended December 31, 2009. The 5.23% decrease in gross profit is attributed to a combination of increased shipping and inventory costs for the year ended December 31, 2010. Consequentially, the Company realized a gross profit of 10.61% for the twelve months ended December 31, 2010 compared to 12.32% at December 31, 2009.
The Company continued to lower its selling, general and administrative (SGA) expense during the year ended December 31, 2010. Our SGA was $86,808 or 4.51% lower for the year ending December 31, 2010 as compared to the year ending December 31, 2009. The expenses of our wholly-owned subsidiary, OES, were comparable for the years ended December 31, 2010 and 2009. The expenses related to public company costs continued to decrease during the year ended December 31, 2010. Consulting and Accounting fees decreased a total of $243,357 during the year ended December 31, 2010 to $166,363 compared to $409,720 for the same period ending in 2009. Further, an approximate decrease of $97,000 in corporate payroll expense was realized for the year ending December 31, 2010 contributing to the overall decrease in expenses.
Stock-based compensation cost decreased by $294,144 during the year ended December 31, 2010 as compared to the same period in 2009 due to a reduction in the number of transactions involving the issuance of stock for services and the reduction in the price of the Company’s stock.
Interest expense decreased by $202,270 during the year ended December 31, 2010 as compared to the same period in 2009. The decrease in interest expense reflects the restructuring of interest associated with our loans from a related party.
Liquidity and Capital Resources
As of December 31, 2010, we had current assets in the amount of $2,970,163, consisting primarily of accounts receivable and inventory. On the same date, we had current liabilities of $4,356,462, consisting primarily of accounts payable, a bank line of credit, and notes payable to a related party. Thus, as of December 31, 2010, we had a working capital deficit of $1,386,299 as compared to a working capital deficit of $1,031,151 at December 31, 2009. This increase in our working capital deficit during the year ended December 31, 2010 is directly related to the addition of mezzanine financing during the year, including a related party note.
The asset-based line of credit remained $2.0 million. We were not in violation of any of the financial covenants associated with the line of credit at the December 31, 2010. The available draw balance was $85,864 at December 31, 2010.
Parallel to expanding the customer base of our wholly-owned subsidiary, OES through expansion of product offerings and identification of new customers, we plan to continue our search for companies involved in the sale and distribution of automotive parts that would be available for acquisition. It is management’s belief that the return to profitability is dependent upon the ability to increase revenue volume. If we determine that we do not presently have sufficient capital to fully fund our growth and development, we will seek additional capital through the financial markets. In connection with raising this additional capital, we will incur appropriate accounting and legal fees. Management believes that it will be successful in its plans to return the Company to profitability; however there can be no assurances that we will be able to obtain additional financing, increase revenues and improve gross margins in order to be able to continue as a going concern.
Critical Accounting Estimates
Management’s discussion and analysis of our financial condition and results of operations are based upon the Company's condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to our allowance for accounts receivable and stock-based compensation. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates given a change in conditions or assumptions that have been consistently applied.
The Company’s significant accounting policies are described in note 1 of our financial statements herein and Note 1 of our Form 10-K for the year ended December 31, 2010. The methodology for its estimates and assumptions are as follows:
Going Concern.
The Company incurred losses of $693,760 and $1,177,712 for the years ended December 31, 2010 and 2009, and an accumulated deficit and stockholders’ deficit of $12,176,547 and $2,001,354 and negative working capital of $1,386,299 at December 31, 2010.
Although revenue increased for the year ended December 31, 2010 as a result of sustained efforts to expand our customer base and product lines, the company has not realized the sustained improvements in profitability. We continue to employ a combination of proactive purchasing strategies, supply chain management, and other operational controls. Further in its effort to eliminate current operating losses, the business plan of the Company’s new management is focused on increasing revenues through a combination of meeting the growing demand for automotive engine management replacement parts, larger scheduled customer orders, new domestic dealers and Asian product sourcing and reductions of operating expenses. New Asian suppliers are being identified and qualified to accomplish significant cost savings that will allow the Company to offer reduced prices to its current customer base for larger quantity orders while increasing gross profit margins.
Management believes that it will be successful in its plans to return the Company to profitability; however there can be no assurances that we will be able to obtain additional financing, increase revenues and improve gross margins in order to be able to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. The financial statements do not include any adjustments that might result if the Company was forced to discontinue its entire operations.
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, disclosures of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include the valuation of stock based charges, the allowance for bad debts and the valuation of investments.
Revenue Recognition
The Company recognizes revenue when the following conditions have been met: there is persuasive evidence an arrangement exists which includes a fixed price, there is reasonable assurance of collection, the services or products have been provided and delivered to the customer, no additional performance is required, and title and risk of loss has passed to the customer.
Accounts Receivable
The Company extends credit to its customers based upon a written credit policy. Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate for the amount of probable credit losses in the Company’s existing accounts receivable. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends, and other information. Receivable balances are reviewed on an aged basis and account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not require collateral on accounts receivable.
Share-Based Payments
ASC 718, Stock Compensation requires that all stock-based compensation be recognized as an expense in the financial statements and that such cost be measured at the grant date fair value of the award.
We record the grant date fair value of stock-based compensation awards as an expense over the vesting period of the related stock options. In order to determine the fair value of the stock options on the date of grant, we use the Black-Scholes-Merton option-pricing model. Inherent in this model are assumptions related to expected stock-price volatility, option life, risk-free interest rate and dividend yield. Although the risk-free interest rates and dividend yield are less subjective assumptions, typically based on factual data derived from public sources, the expected stock-price volatility, forfeiture rate and option life assumptions require a greater level of judgment which makes them critical accounting estimates.
We use an expected stock-price volatility assumption that is based on historical volatilities of our common stock and we estimate the forfeiture rate and option life based on historical data related to prior option grants.
Recent Accounting Pronouncements
The Financial Accounting Standards Board (FASB) ratified Accounting Statement Update (ASU) 2009-13 (ASU 2009-13), “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements,” which eliminates the residual method of allocation, and instead requires companies to use the relative selling price method when allocating revenue in a multiple deliverable arrangement. When applying the relative selling price method, the selling price for each deliverable shall be determined using vendor specific objective evidence of selling price, if it exists and otherwise using third-party evidence of selling price. If neither vendor specific objective evidence nor third-party evidence of selling price exists for a deliverable, companies shall use their best estimate of the selling price for that deliverable when applying the relative selling price method. ASU 2009-13 shall be effective in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Companies may elect to adopt this guidance prospectively for all revenue arrangements entered into or materially modified after the date of adoption, or retrospectively for all periods presented. The Company will adopt this standard effective January 1, 2011. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.
In April 2010, the FASB issued Accounting Standards Update 2010-17 (ASU 2010-17), "Revenue Recognition-Milestone Method (Topic 605): Milestone Method of Revenue Recognition." The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. The Company does not expect the provisions of ASU 2010-17 to have a material effect on the financial position, results of operations or cash flows of the Company.
Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements.
Off Balance Sheet Arrangements
As December 31, 2010, there were no off balance sheet arrangements.
Contractual Obligations
As of December 31, 2010, we were obligated for $73,500 in future lease payments through 2011for the office and warehouse space at 5422 Carrier Drive in Orlando, Florida.
Item 8.
Item 8.
Financial Statements
Index to Financial Statements:
Audited Financial Statements:
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets as of December 31, 2010 and 2009
Consolidated Statements of Operations for the Years Ended December 31, 2010 and 2009
Consolidated Statement of Shareholders’ Deficit for the Years Ended December 31, 2010 and 2009
Consolidated Statements of Cash Flows for the Years Ended December 31, 2010 and 2009
Notes to Consolidated Financial Statements
To The Board of Directors and Stockholders
General Automotive Company
Orlando, Florida
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying consolidated balance sheet of General Automotive Company and subsididaries ("the Company") as of December 31, 2010, and the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of General Automotive Company as of December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has experienced losses of $693,760 and $1,177,712 for the years ended December 31, 2010 and 2009. In addition, the Company has working capital and stockholder deficits of $1,399,359 and $2,001,354 at December 31, 2010 and 2009. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Kingery & Crouse, P.A.
Certified Public Accountants
Tampa, Florida
April 15, 2011
Report of Independent Registered Public Accounting Firm
To the Board of Directors of
General Automotive Company
Orlando, Florida
We have audited the accompanying consolidated balance sheet of General Automotive Company (the “Company”) as of December 31, 2009, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The consolidated financial statements of General Automotive Company as of and for the year ended December 31, 2008 were audited by other auditors whose report dated April 14, 2009 on those statements included an explanatory paragraph describing conditions that raised substantial doubt about the Company’s ability to continue as a going concern.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of General Automotive Company as of December 31, 2009, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has limited working capital and has incurred losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 1. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Silberstein Ungar, PLLC
Bingham Farms, Michigan
March 28, 2010
GENERAL AUTOMOTIVE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
See accompanying notes to consolidated financial statements
GENERAL AUTOMOTIVE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
See accompanying notes to consolidated financial statements
GENERAL AUTOMOTIVE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT
See accompanying notes to consolidated financial statements
GENERAL AUTOMOTIVE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
See accompanying notes to consolidated financial statements
General Automotive Company and Subsidiaries
Notes to Consolidated Financial Statements
December 31, 2010 and 2009
1. Summary of Significant Accounting Policies
Organization
General Automotive Company (“The Company, we, us”) is a Nevada corporation incorporated on October 7,
2005. The Company is a provider of original equipment and aftermarket automotive parts.
Consolidated Financial Statements
The accompanying consolidated financial statements include the accounts of General Automotive Company and its wholly-owned subsidiary, OE Source, LC, and (“OES”), and PVP, Inc. (collectively, the “Company”). All significant intercompany accounts, transactions and profits are eliminated.
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, disclosures of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates include the valuation of stock based charges, the valuation of the reserve for bad debts and the valuation of investments.
Revenue Recognition
The Company recognizes revenue when the following conditions have been met: there is persuasive evidence an arrangement exists which includes a fixed price, there is reasonable assurance of collection, the services or products have been provided and delivered to the customer, no additional performance is required, and title and risk of loss has passed to the customer.
Cash and Cash Equivalents
For purposes of the statements of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Accounts Receivable
The Company extends credit to its customers based upon a written credit policy. Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate for the amount of probable credit losses in the Company’s existing accounts receivable. The Company establishes an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends, and other information. Receivable balances are reviewed on an aged basis and account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not require collateral on accounts receivable. The allowance for doubtful accounts was $12,688 at December 31, 2010 and 2009.
Shipping and Handling Costs
Amounts charged to customers for shipping and handling of products is recorded as product revenue. The related costs are recorded as cost of sales.
Inventories
Inventories consisting of primarily finished automotive parts are stated as the lower of cost or market, with cost being determined by the first-in, first-out (FIFO) method.
Property, Plant and Equipment
Property, plant and equipment is stated at cost, less accumulated depreciation. Expenditures for additions and improvements, which extend the life of the assets, are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Major replacements and improvements are capitalized. Gains and losses resulting from sales or retirements are recorded as incurred, at which time the cost and accumulated depreciation are removed from the accounts. Depreciation is provided using the straight-line method over the following average estimated useful lives of the assets: Electronic data processing equipment - 5 years, Furniture and Fixtures-7 years, and Automobiles-5 years.
Accounting for Long-Lived Assets
We periodically perform impairment tests on each of our long-lived assets, including goodwill and other intangible assets. In doing so, we evaluate the carrying value of each intangible asset with respect to several factors, including historical revenue generated from each intangible asset, application of the assets in our current business plan, and projected cash flow to be derived from the asset.
The determination of the fair value of certain acquired assets and liabilities is subjective in nature and often involves the use of significant estimates and assumptions. Where practicable, we will obtain an independent valuation of intangible assets, and place reliance on such valuation. Then on an ongoing basis, we use the weighted-average probability method outlined in ASC 360, Property, Plant, and Equipment, to estimate the fair value. This method requires significant management judgment to forecast the future operating results used in the analysis. In addition, other significant estimates are required such as residual growth rates and discount factors. The estimates we have used are consistent with the plans and estimates that we use to manage our business, based on available historical information and industry averages. The judgments made in determining the estimated useful lives assigned to each class of assets acquired can also significantly affect our net operating results.
According to ASC 360, a long-lived asset should be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. We follow the two-step process outlined in ASC 360 for determining if an impairment charge should be taken: (1) the expected undiscounted cash flows from a particular asset or asset group are compared with the carrying value; if the expected undiscounted cash flows are greater than the carrying value, no impairment is recognized, but if the expected undiscounted cash flows are less than the carrying value, then (2) an impairment charge is taken for the difference between the carrying value and the expected discounted cash flows. The assumptions used in developing expected cash flow estimates are similar to those used in developing other information used by us for budgeting and other forecasting purposes. In instances where a range of potential future cash flows is possible, we use a probability-weighted approach to weigh the likelihood of those possible outcomes. For purposes of discounting cash flows, we use a discount rate equal to the yield on a zero-coupon US Treasury instrument with a life equal to the expected life of the intangible asset or asset group being tested.
Share-Based Payments
ASC 718, Stock Compensation requires that all stock-based compensation be recognized as an expense in the financial statements and that such cost be measured at the grant date fair value of the award.
We record the grant date fair value of stock-based compensation awards as an expense over the vesting period of the related stock options. In order to determine the fair value of the stock options on the date of grant, we use the Black-Scholes-Merton option-pricing model. Inherent in this model are assumptions related to expected stock-price volatility, option life, risk-free interest rate and dividend yield. Although the risk-free interest rates and dividend yield are less subjective assumptions, typically based on factual data derived from public sources, the expected stock-price volatility, forfeiture rate and option life assumptions require a greater level of judgment which makes them critical accounting estimates.
We use an expected stock-price volatility assumption that is based on historical volatilities of our common stock and we estimate the forfeiture rate and option life based on historical data related to prior option grants.
Financial Instruments
During the first quarter of fiscal 2009, the Company adopted FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) (formerly referenced as SFAS No. 157, Fair Value Measurements) to value its financial assets and liabilities. The adoption of ASC 820 did not have a significant impact on the Company’s results of operations, financial position or cash flows. ASC 820 defines fair value, establishes a framework for measuring fair value under GAAP and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be paid by an external party for an asset or liability (exit price). ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Three levels of inputs may be used to measure fair value:
•
Level 1 - Active market provides quoted prices for identical assets or liabilities;
•
Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable with
market data; and
•
Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to
develop its own assumptions about the assumptions that market participants would use in pricing.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2010. The Company uses the market approach to measure fair value for its Level 1 financial assets and liabilities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments which include cash, accounts receivables, related party notes payable, accounts payable and accrued expenses are valued using Level 1 inputs and are immediately available without market risk to principal. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand. The fair value of the Company’s line of credit and notes payable is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. The Company does not have any Level 2 or Level 3 assets and liabilities.
Income Taxes (Benefits)
We compute income taxes in accordance with FASB ASC Topic 740, Income Taxes. Under ASC 740, provisions for income taxes are based on taxes payable or refundable during each reporting period and changes in deferred taxes. Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. Also, the effect on deferred taxes of a change in tax rates is recognized in income in the period that included the enactment date. Deferred taxes are classified as current or non-current depending on the classifications of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.
We follow the guidance in FASB ASC Topic 740-10, Accounting for Uncertainty in Income Taxes, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement.
Loss Per Share
Loss per share is computed using the basic and diluted calculations on the statement of operations. Basic loss per share is calculated by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding for the period. Weighted average number of shares is adjusted for stock splits and reverse stock splits. Diluted loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding for the period, adjusted for the dilutive effect of common stock equivalents, using the treasury stock method.
Comprehensive Income
We report comprehensive income in accordance with ASC 220, Comprehensive Income. This statement requires the disclosure of accumulated other comprehensive income or loss (excluding net income or loss) as a separate component of shareholders’ equity.
The Company has no components of comprehensive income and, accordingly, net loss is equal to comprehensive loss for the years ended December 31, 2010 and 2009.
Equity Method Investments
Investments in unconsolidated subsidiaries, jointly owned companies, and other investees in which the company has a 20% to 50% interest or otherwise exercises significant influence are carried at cost, adjusted for the company's proportionate share of their undistributed earnings or losses.
Reclassifications
Certain amounts as of and for the year ended July 31, 2009, have been reclassified in the comparative financial statements to be comparable to the presentation for and as of the year ended December 31, 2010. These reclassifications had no effect on net loss as previously reported.
Recent accounting pronouncements
The Financial Accounting Standards Board (FASB) ratified Accounting Statement Update (ASU) 2009-13 (ASU 2009-13), “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements,” which eliminates the residual method of allocation, and instead requires companies to use the relative selling price method when allocating revenue in a multiple deliverable arrangement. When applying the relative selling price method, the selling price for each deliverable shall be determined using vendor specific objective evidence of selling price, if it exists and otherwise using third-party evidence of selling price. If neither vendor specific objective evidence nor third-party evidence of selling price exists for a deliverable, companies shall use their best estimate of the selling price for that deliverable when applying the relative selling price method. ASU 2009-13 shall be effective in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Companies may elect to adopt this guidance prospectively for all revenue arrangements entered into or materially modified after the date of adoption, or retrospectively for all periods presented. The Company will adopt this standard effective January 1, 2011. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.
In April 2010, the FASB issued Accounting Standards Update 2010-17 (ASU 2010-17), "Revenue Recognition-Milestone Method (Topic 605): Milestone Method of Revenue Recognition." The amendments in this Update are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after June 15, 2010. Early adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity should apply the amendments retrospectively from the beginning of the year of adoption. The Company does not expect the provisions of ASU 2010-17 to have a material effect on the financial position, results of operations or cash flows of the Company.
Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements.
2 Going Concern
The Company incurred losses of $693,760 and $1,177,712 for the years ended December 31, 2010 and 2009, and had an accumulated deficit and stockholders’ deficit of $12,176,547 and $2,001,354 and negative working capital of $1,399,359 at December 31, 2010.
Although revenue increased for the year ended December 31, 2010 as a result of sustained efforts to expand our customer base and product lines, the company has not realized the sustained improvements in profitability. We continue to employ a combination of proactive purchasing strategies, supply chain management, and other operational controls. Further in its effort to eliminate current operating losses, the business plan of the Company’s new management is focused on increasing revenues through a combination of meeting the growing demand for automotive engine management replacement parts, larger scheduled customer orders, new domestic dealers and Asian product sourcing and reductions of operating expenses. New Asian suppliers are being identified and qualified to accomplish significant cost savings that will allow the Company to offer reduced prices to its current customer base for larger quantity orders while increasing gross profit margins.
Management believes that it will be successful in its plans to return the Company to profitability; however there can be no assurances that we will be able to obtain additional financing, increase revenues and improve gross margins in order to be able to continue as a going concern. The accompanying financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. The financial statements do not include any adjustments that might result if the Company was forced to discontinue its operations.
3. Equity Method Investment
The company holds a 36.18% interest in Greencell, Inc. In 2010 when the company's share of losses equaled the carrying value of its investment, the equity method of accounting was suspended, and no additional losses were charged to operations. The company's unrecorded share of Greencell, Inc. loss for 2010 totaled $220,943. In 2010 Greencell, Inc. reported a loss of $664,429, of which the company's share was $240,411. Accordingly, the company has included $19,468 in its net loss for 2010, representing the Company's share of Greencell’s loss for 2010 up to the amount of its investment.
Summarized unaudited financial information for Greencell, Inc. is as follows:
Current assets $ 10,528
Total assets $ 31,028
Total liabilities $ 25,994
Stockholders’ Equity $ 81,079
Revenue $ -
Net (loss) $ (664,429)
4. Property, Plant, and Equipment. Property, plant and equipment consist of the following:
For the years ended December 31, 2010 and 2009, depreciation expense totaled approximately $305 and $14,924, respectively.
5.
Accrued Expenses. Accrued expenses consist of the following:
6.
Line of credit. On August 28, 2008 the Company’s wholly-owned subsidiary, OES, entered into a new $2.0 million line of credit (“OES Line”). The OES Line carries an interest rate of prime plus 1.0% (4.25% at December 31, 2010). The accounts receivable, inventory and other non-secured assets of OES secure the line. In addition, the OES Line is a note payable due on demand and is subject to certain financial covenant ratios and was guaranteed by the Company. At December 31, 2010, the outstanding balance of the OES Line was $1,555,033. Draws under the line are limited to 85% of eligible accounts receivable and 50% of inventory. As of December 31, 2010, $85,864 was available under the line. Interest charged to operations on the line of credit was approximately $53,300 for the year ended December 31, 2010.
7. Notes Payable
Related Parties.
During 2006 the Company secured a $200,000 loan from a related party with interest at 7% per annum. Subsequently $40,000 was repaid leaving a balance of $160,000. This note is due on demand. Interest associated with this loan in the amount of $12,623 has been charged to operations for the year ended December 31, 2010.
On April 20, 2009 the Company secured a $300,000 loan from a related party. The principal was due and payable on May 5, 2009. As of December 31, 2010 $150,000 had been repaid and $150,000 of the principal amount remains outstanding and accrued interest at an annual rate of 20% that is calculated based upon a 360-day year. On August 18, 2010 the annual interest rate of 20% was reduced to 12% per annum. Interest associated with this loan in the amount of $33,405 has been charged to operations for the year ended December 31, 2010.
On February 8, 2010 the Company secured a $100,000 loan from a related party. The principal was due and payable in full on February 7, 2011. The note is currently due on demand. The principal accrues interest at an annual rate of 10% that is calculated based upon a 360-day year. Interest is accrued and paid monthly. Through December 31, 2010, interest in the amount of $9,319 has been charged to operations.
On August 18, 2010, the Company entered into a loan agreement with a related party in which the Company secured an additional $250,000 loan. The annual interest rate of 12% is due in monthly installments, with the principal becoming due and payable on August 18, 2011. The new loan agreement allows the holder to convert all or a portion of the principal balance and accrued interest of all outstanding notes into the Company’s common shares at a fixed rate of $0.05 per share subject to adjustment for stock splits and reverse stock splits. Through December 31, 2010 $10,000 of interest has been charged to operations.
Promissory Notes
During 2009 the Company borrowed $100,000 evidenced by a promissory note due 24 months from the issue date bearing interest at 12% per annum.
During 2010 the Company borrowed an aggregate of $635,000 evidenced by promissory notes due 24 months from the issue dates bearing interest at 12% per annum.
In conjunction with the notes the Company issued an aggregate of 157,500 warrants to purchase common stock at $0.30 per share.
The Company estimated the value of the warrants using the Black-Scholes option pricing model with the following assumptions:
Risk free interest rate 2%; Expected Volatility 238%; expected life 3 years; dividend rate 0%
The fair value of the options aggregated $5,125 which was recorded as a reduction in the principal balance of the debt and an increase in paid in capital. The fair value is being amortized over the term of the notes. During 2010 $1,250 was recorded as interest expense and the principal balance of the notes and paid in capital were adjusted for this interest.
The balance of the notes is payable as follows:
Due 2011: $100,000
Due 2012: $631,125 ($635,000 less the unamortized discount of $3,875)
Other
During August, 2008 the Company borrowed $35,590from Huntington National Bank which is secured by an automobile and bears interest at 7.5% per annum. As of December 31, 2010 the remaining balance of the note is $20,323 and is due August 2013.
The note is payable as follows:
8.
Income Taxes. The components of deferred tax assets consist of the following:
A reconciliation of provision (benefit) for income taxes to income taxes at statutory rate is as follows for 2010 and 2009:
Deferred tax assets resulting from the net operating loss carry forwards and the tax effects of the carrying value of assets for tax and financial reporting differences have been offset by a valuation allowance as it is more likely than not that some portion or all of the deferred tax asset will not be utilized. The valuation allowance increased by $232,000 and $296,000 for the years ended December 31, 2010 and 2009.
As of December 31, 2010, the Company has a net operating loss carry-forward of approximately $9,100,000 that expires at various dates through 2029. As a result of the Company’s merger in February 2008, the use of the net operating loss carry-forward is limited under section 382 of the Internal Revenue Code. The principal difference between the net operating loss and the accumulated deficit for financial reporting purposes results from stock based compensation.
The Company has not taken any uncertain tax positions on any of our open income tax returns filed through the period ended December 31, 2010. Our methods of accounting are based on established income tax principles in the Internal Revenue Code and are properly calculated and reflected within our income tax returns. Due to the carry forward of net operating losses, our federal and state income tax returns are subject to audit for periods beginning in 2005.
9.
Common Stock and Equity Securities.
During the year ended December 31, 2009, the Company issued 8,090,000 shares of common stock for services. These shares were valued at their fair market value of $360,500 which was charged to operations during the year.
On October 30, 2009, 4,000,000 shares were issued to both Byrd Financial Group and EMC Consulting Group, respectively for consulting and marketing contracts. The resulting transaction reflected a fair market value aggregating $320,000 to be amortized over a six month period. On April 29, 2010, 2,500,000 shares issued to Byrd Financial Group were rescinded. Additionally, 3,000,000 issued to EMC Consulting Group were rescinded, on March 29, 2010. During the quarter ended, June 30, 2010, the fair value of the unamortized shares rescinded of $100,000 for Byrd Financial Group and $120,000 for EMC Consulting Group, which was recorded as unearned compensation was reversed.
During 2010 the Company reclassified $165,000 related to common shares issued for future services from prepaid expenses to a reduction in paid in capital.
Stock-Based Compensation.
During the year months ended December 31, 2009, the Company granted 15,115,000 options to purchase stock of the company. The Company granted the president and CEO 10,000,000 options to purchase stock of the Company at a strike price of $.04 per share over a five year period. The Chief Financial Officer was granted the option to purchase2,000,000 shares of common stock of the Company at a strike price of $.04 per share over a five year period. The Chief Operating Officer was granted the option to purchase 3,000,000 shares of common stock of the Company over a five year period at a strike price of $.04 per share. The total of options granted to officers of the Company was 15,000,000 shares and were fully vested at the grant date. The company calculated the fair value of these options at grant date. Based on the circumstances of the Company at the time, a volatility rate of 146% and a risk free interest rate of 2.71% was used in the Black-Scholes model to compute a fair value of $300,000 for these options. An additional 115,000 options to purchase stock of the Company were issued in December 2009 to employees as an employment incentive. These shares were fully vested at the grant date and were issued at an exercise price of 10 day moving market average per share over a five year period.
Stock Warrants and Options. As of December 31, 2010, there were outstanding warrants, consultant options and officer and director options for the purchase of 31,595,000 shares, with a weighted average strike price of $0.07.
The Company estimates the fair value of all warrants and options issued during the period using the Black-Scholes option-pricing model with the following assumptions: no dividend yield, 90%, 129%, 113%, and 146% volatility, risk-free interest rates of 3.34% to 1.55% and expected lives of 3 and 5 years.
There were no additional stock, stock options or warrants issued for services or cash for the year ended December 31, 2010.
A summary of option activity presented below:
As of December 31, 2010, the aggregate intrinsic value of all stock options outstanding and expected to vest was approximately $286,450and the aggregate intrinsic value of currently exercisable stock options was approximately $286,450. The intrinsic value of each option is the difference between the fair market value of the common stock and the exercise price of such option to the extent it is “in-the-money”. Aggregate intrinsic value represents the value that would have been received by the holders of in-the-money options had they exercised their options on the last trading day of the year and sold the underlying shares at the closing stock price on such day. The intrinsic value calculation is based on the $0.05 closing stock price of the common stock on December 31, 2010. There were 31,595,000 in-the-money options outstanding and exercisable as of December 31, 2010.
As there were no options exercised during the year ended December 31, 2010, there was no intrinsic value of options exercised.
The total fair value of options granted during the year ended December 31, 2010, was approximately $0 (none were granted).
The following table summarizes information about fixed price stock options at December 31, 2010:
Loss per Common Share.
Common share equivalents of 34,515,784 and 5,753,284 representing outstanding warrants and options were not included in the computation of diluted earnings per share for the years ended December 31, 2010 and December 31, 2009, respectively, as their effect would have been anti-dilutive.
10.
Joint Venture
On July 22, 2008, the Company and SenCer Inc., a New York corporation (“SenCer”), formed General Automotive Advanced Technology Group, LLC (the “Joint Venture”). In connection therewith, the Company and SenCer entered into an Operating Agreement which sets forth the regulations, terms and conditions under which the Joint Venture will be operated.
The Operating Agreement provides that the Company and SenCer shall initially hold 50% membership interests in the Joint Venture. Initially, the Company shall contribute such services and incur such costs and expenses as it shall deem necessary to determine the commercial viability of the Joint Venture’s business, which services have an agreed-upon value of $200,000. In the event the Company becomes satisfied that the business is commercially viable, the Company shall make additional capital contributions of up to an aggregate of $750,000, in cash, to fund the operations of the Joint Venture and SenCer shall contribute to the Joint Venture a license to use SenCer’s ceramic composite technology for any and all transportation applications, all pursuant to an exclusive license agreement by and between the Joint Venture and SenCer also dated July 22, 2008. The license has an agreed-upon value of $2,000,000. If commercial viability has not been achieved by July 15, 2009 (originally January 15, 2009), the Joint Venture will be dissolved unless the Company elects to continue its existence. At present, commercial viability has been established but financing has not been secured. While financing is being obtained, SenCer and the Company have elected to proceed with the Joint Venture on a month to month basis.
The Company shall be the sole managing member of the Joint Venture, responsible for the day-to-day operations of the Joint Venture as well as certain marketing activities of the Joint Venture. SenCer shall design and develop applications and prototype products for clients of the Joint Venture. Certain major decisions, such as entering into a change of control transaction, amending the Operating Agreement, admitting new members to the Joint Venture and dissolving the Joint Venture shall require member approval.
Effective December 7, 2009, the Company terminated the Joint Venture agreement with SenCer and the Advanced Technology Group, LLC venture was dissolved.
The Company entered into a new joint venture agreement with SenCer on December 7, 2009 (see Note 3). The Company shall now hold a 33.3% membership interest in the Joint Venture, GreenCell, Inc.. SenCer shall initially hold 33.3% membership interest in the Joint Venture. The remaining 33.34% membership interest will be part of an initial public offering.
11.
Commitments and Contingencies
Operating Lease Obligations - The Company leases property under non-cancelable operating leases which expire at various dates through November 2011. The minimum future rental payments under all non-cancelable operating leases are approximately $73,500 in 2011.
Rent expense incurred under operating leases amounted to approximately $90,615 and $85,709 for the years ended December 31, 2010 and 2009, respectively.
Litigation - In the ordinary course of business, the Company is subject to certain litigation. In the opinion of management, such litigation does not have a significant adverse effect on the financial position of the Company.
Employment Agreements
We have an employment agreement in place with Mr. Valladao that retains him through December 31, 2012. Effective October 30, 2009, this agreement provides a starting base salary of $120,000 per year. Mr. Valladao is eligible to receive cash bonuses at the discretion of the board of directors. The Company granted options to purchase 10,000,000 shares of Company stock. We also provide Mr. Valladao with a housing allowance and health insurance.
We have an employment agreement in place with Ms. Powell Joseph that retains her through December 31, 2012. Effective October 30, 2009, this agreement provides a starting salary of $65,000 per year. Ms. Powell Joseph is eligible to receive cash bonuses at the discretion of the board of directors. The Company granted options to purchase 2,000,000 shares of Company stock. We have also provided Ms. Powell Joseph with health insurance.
We have an employment agreement in place with Mr. Alford that retains him as our Chief Operating Officer through December 31, 2012. Mr. Alford will receive a base salary of $112,000 per year. The Company granted options to purchase 3,000,000 shares of Company stock. We have also provided Mr. Alford with health insurance.
12.
Concentrations. The Company sells the majority of its products to two customers. During the year ended December 31, 2010, sales to these two customers were approximately 61%, and 30% of total revenues. During the year ended December 31, 2009, sales to these two customers accounted for approximately 65% and 31% of total revenues. At December 31, 2010, approximately 94% of accounts receivable is due from these customers.
The Company expanded its purchasing concentration from two major vendors for the year ended December 31, 2009 to four vendors as of December 31, 2010.This shift in purchasing practices accounted for approximately 41%, 10%, 7%, and 7% from these respective vendors for the year ended December 31, 2010. Comparatively during the year ended December 31, 2009, purchases from two suppliers were approximately 44% and 24% of total purchases.
13.
Subsequent Events. There have been no reportable subsequent events as of April 15, 2011.
Item 9.
Item 9.
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
As previously reported on Form 8K filed October 12, 2010, by action of the Registrant’s Board, Silberstein Ungar, PLLC, the independent registered public accounting firm who had been engaged as the principal accountant to audit the Registrant’s financial statements, was dismissed. On October 12, 2010, the Board of Directors of the Registrant approved the engagement of Kingery & Crouse PA, as the new independent registered public accounting firm.
The Silberstein Ungar, PLLC report on the Registrant’s financial statements for the fiscal year ended December 31, 2009 did not contain adverse opinions or disclaimers of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principle, except as follows:
The audit report for the year ended December 31, 2009 contained an uncertainty about the Registrant’s ability to continue as a going concern.
During the year ended December 31, 2009 and through October 12, 2010, there have been no disagreements with Silberstein Ungar, PLLC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which disagreements, if not resolved to the satisfaction of Silberstein Ungar, PLLC, would have caused it to make a reference to the subject matter of the disagreements in its reports on the Registrant’s financial statements for such years. During the year ended December 31, 2009 and through October 12, 2010, there were no “reportable events”, as described in Item 304(a)(1)(v) of Regulation S-K.
During the two fiscal year periods ended December 31, 2008 and 2009 and subsequent interim periods until the engagement of Kingery & Crouse PA, neither the Company, nor anyone on its behalf, consulted with Kingery & Crouse PA on any matters described in Item 304(a)(2) of Regulation S-K. Kingery & Crouse PA was engaged by the Registrant on October 12, 2010.
Item 9A.
Item 9A.
Controls and Procedures
Management’s Report On Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. This rule defines internal control over financial reporting as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
•
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
•
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
•
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2010. Based on this evaluation, our management has concluded that our disclosure controls and procedures adequately ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The evaluation did not identify any change in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2010 that has materially affected or is reasonably likely to materially affect our internal control over such reporting.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2010, we determined that there were control deficiencies that constituted material weaknesses, as described below.
1.
There are no written accounting policies and procedures, no written authority and approval policies and procedures for the transactions of the Company and no segregation of duties in the processing of transactions within the recording cycle. This material weakness if not remediated, has the potential to cause a material misstatement in the future.
2.
There are no preventative and detective IT systems in place to prevent and/or detect fraud other than password protection.
The recommendations to remediate these deficiencies are as follows:
1.
Consider enhancing preventative and detective IT system controls.
2.
Create and implement written accounting policies and procedures and written authority and approval policies and procedures for the transactions of the Company.
3.
Implement a system of segregation of duties in the processing of transactions within the recording cycle.
Accordingly, we concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls. As a result of the material weaknesses described above, management has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2010.
This annual report 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 Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Changes in Internal Controls Over Financial Reporting.
The recommendations to remediate deficiencies as reported in our 2007 Form 10-KSB, Item 8A, Management’s Annual Report on Internal Control Over Financial Reporting, filed on April 14, 2008, and the actions taken in the twelve month period ended December 31, 2010 are as follows:
1.
Retain additional staff knowledgeable in U.S. GAAP for assistance in the preparation of annual and interim financial statements. The new Chief Financial Officer hired at the end of February 2008 is personally involved in the preparation of financial statements. Additionally we have hired a new controller with greater experience in GAAP accounting and process and procedural controls than the previous controller.
2.
Consider enhancing preventative and detective IT system controls. Total control of IT function and computer system is now the responsibility of the Chief Financial Officer. In March of 2008 we engaged an independent IT consulting firm that has evaluated the operations of the computer systems, updated the accounting system to the most current version, eliminated unauthorized access to the computer network operating and accounting systems and has updated the password access for authorized users and eliminated any inactive individuals. This firm will be making routine inspections of these systems and control files as well as being available to correct any system issues as they occur.
3.
Create and implement written accounting policies and procedures and written authority and approval policies and procedures for the transactions of the Company. Limited written policies are in place as of December 31, 2010. It is our plan to have these in place before the end of the current fiscal year.
4.
Implement a system of segregation of duties in the processing of transactions within the recording cycle. Minimal segregations have been implemented however we are limited to the constraints of a very small staff. Continuing improvement here is anticipated as written policies are gradually implemented over the balance of this fiscal year.
5.
Additionally we have appointed a new independent director to the board of directors of the Company. This new director is currently leading the board of directors in its relationship with outside auditors. It is our plan to have a fully documented and functioning corporate governance program in place that will include Charters for the Audit and Compensation Committees of the Company.
Limitations on the Effectiveness of Internal Controls
Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Item 9B.
Item 9B.
Other Information. As a Smaller Reporting Company, the Company is not required to include the disclosure under this Item 9B. Other Information.
PART III
Item 10.
Item 10.
Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
The following information sets forth the names of our current directors and executive officers, their ages as of March 26, 2010 and their positions.
Set forth below is a brief description of the background and business experience of our current executive officers and directors.
Dan Valladao is our President and Chief Executive Officer, as well as Chairman of our Board of Directors. Mr. Valladao is one of our founders and has over 25 years of automotive experience, including retail, wholesale, and OEM sales channels. Mr. Valladao was named President and Chief Executive Officer of the Company in October 2009 after having serviced as the Vice President of Business Development and Director. Prior to co-founding General Automotive Company, Mr. Valladao served for five years as Vice President of Sales and Marketing for APS International, a global manufacturer and distributor of automotive products. He was previously responsible for sales to OEM companies such as Ford, GM, Chrysler, Honda, and Toyota for HSG Corporation, a large manufacturer’s representatives firm. In 1988, Mr. Valladao served as Executive Vice President to Mobile Living Corporation, a retailer of vehicle accessories, building the company into a multi-store chain with sales in excess of $20 million within five years.
Shawn Powell Joseph is our Chief Financial Officer. Ms. Powell Joseph is an accomplished accounting and information systems chief with diverse industry experience and a proven track record in strategic planning and analysis, audit, financial reporting and compliance, and budgeting and forecasting at the corporate and subsidiary levels. Experienced in internal controls, inventory control, treasury support, international accounting and international financial reporting standards, Ms. Powell Joseph brings a strong background in divestitures, acquisitions, and integration planning to the Company. Prior to being named Chief Financial Officer of the Company in October 2009, Ms. Powell Joseph served the Company in the capacity of Chief Accounting Officer. Ms. Powell Joseph has significant experience as a Business Process Strategist and Business Development Manager. She served from as an Auditor for Touché Ross & Company from 1987-1989 and as a Corporate Planning Analyst from 1989-1992 with TransOhio Savings Bank. From 1989-2006 she served as Principal Consultant with a private accounting and information system consulting firm. Prior to joining General Automotive as Corporate Controller in 2008, Ms. Powell Joseph served as a Project Consultant for Resources Global Professionals, a NYSE listed consulting firm. Having earned her Bachelor of Science degree in accounting from Southern University, Ms. Powell Joseph also earned a Master of Business Administration-Global Management degree from the University of Phoenix in 2007. She is currently completing a doctorate of management degree with a concentration in information systems and technology.
Tim Alford is the Chief Operating Officer, as well as a member of the board of directors and the President of OE Source L.C., a Florida limited liability company, our wholly-owned subsidiary. Mr. Alford has over 25 years in sales and marketing with both OEM and global distribution channels. He joined General Automotive as OE Source in 2004. Mr. Alford was named to the Chief Operating Officer’s post in October 2009. Prior to joining General Automotive Mr. Alford served as Operations and Marketing Manager for multi-million dollar global electronics distributors such as Arrow Electronics (2000-2004), Future Electronics (1997-2000), and Migray Electronics (1991-1997). He also served as Regional Director of Sales for AVX Corporation, a NYSE-listed OEM manufacturer with 20 facilities in 12 countries, from 1979-1984 and 1987-1991. His primary responsibilities were to provide management direction relating to all aspects of product procurement and inventory control. In addition, he provided sales and product expertise to customers and sales force.
Kenneth Adams is an independent member of our board of directors. He is a former Chief Financial Officer and director of Saab Cars USA. Inc. of Norcross, GA and served as Chief Executive Officer of Saab Financial Services Corp.
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Audit Committee
We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.
Nomination Committee
Our Board of Directors does not maintain a nominating committee. As a result, no written charter governs the director nomination process. Our size and the size of our Board, at this time, do not require a separate nominating committee.
When evaluating director nominees, our directors consider the following factors:
•
The appropriate size of our Board of Directors;
•
Our needs with respect to the particular talents and experience of our directors;
•
The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;
•
Experience in political affairs;
•
Experience with accounting rules and practices; and
•
The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new Board members.
Our goal is to assemble a Board that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the Board will also consider candidates with appropriate non-business backgrounds.
Other than the foregoing, there are no stated minimum criteria for director nominees, although the Board may also consider such other factors as it may deem are in our best interests as well as our stockholders. In addition, the Board identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Board are polled for suggestions as to individuals meeting the criteria described above. The Board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary. The Board does not typically consider shareholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best of our knowledge, no officer, director or beneficial owners of more than ten percent of our common stock failed to timely file reports required by Section 16(a) during the most recent fiscal year or prior years.
Code of Ethics Disclosure
On March 21, 2008, we adopted a Code of Ethics which governs all of our employees, including our principal executive officer, principal financial officer, and principal accounting officer and controller. We reported the adoption of the code and provided a copy of it in conjunction with our filing on Form 8K on March 24, 2008.
Item 11.
Item 11.
Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal years ended December 31, 2010 and 2009.
SUMMARY COMPENSATION TABLE
Narrative Disclosure to the Summary Compensation Table
The Company has employment contracts Mr. Valladao, Ms. Powell Joseph and Mr. Alford. We have no written employment contract with our director. We have an employment agreement in place with Mr. Valladao that retains him through December 31, 2012. Effective October 30, 2009, this agreement provides a starting base salary of $120,000 per year. Mr. Valladao is eligible to receive cash bonuses at the discretion of the board of directors. The Company granted options to purchase 10,000,000 shares of Company stock. We also provide Mr. Valladao with a housing allowance and health insurance.
We have an employment agreement in place with Ms. Powell Joseph that retains her through December 31, 2012. Effective October 30, 2009, this agreement provides a starting salary of $65,000 per year. Ms. Powell Joseph is eligible to receive cash bonuses at the discretion of the board of directors. The Company granted options to purchase 2,000,000 shares of Company stock. We have also provided Ms. Powell Joseph with health insurance.
We have an employment agreement in place with Mr. Alford that retains him as our Chief Operating Officer through December 31, 2012. Mr. Alford will receive a base salary of $112,000 per year. The Company granted options to purchase 3,000,0000 shares of Company stock. We have also provided Mr. Alford with health insurance.
Stock Option Grants
On October 30, 2009, the board of directors granted options to purchase Company stock to the following officers:
The fully vested options were granted at $ 0.04 per share, equal to the market price at that date, and expire after three years.
Outstanding Equity Awards at Fiscal Year-End
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of December 31, 2010.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Compensation of Directors
The table below summarizes all compensation of our directors as of December 31, 2010.
DIRECTOR COMPENSATION
Narrative Disclosure to the Director Compensation Table
Commencing during the fourth quarter of 2009, we initiated the payment of cash compensation to our independent director Kenneth Adams. These options were valued at their fair value as promulgated in SFAS No.123 as revised.
Employment Agreements
We have an employment agreement in place with Mr. Valladao that retains him through December 31, 2012. Effective October 30, 2009, this agreement provides a starting base salary of $120,000 per year. Mr. Valladao is eligible to receive cash bonuses at the discretion of the board of directors. The Company granted options to purchase 10,000,000 shares of Company stock. We also provide Mr. Valladao with a housing allowance and health insurance.
We have an employment agreement in place with Ms. Powell Joseph that retains her through December 31, 2012. Effective October 30, 2009, this agreement provides a starting salary of $65,000 per year. Ms. Powell Joseph is eligible to receive cash bonuses at the discretion of the board of directors. The Company granted options to purchase 2,000,000 shares of Company stock. We have also provided Ms. Powell Joseph with health insurance.
We have an employment agreement in place with Mr. Alford that retains him as our Chief Operating Officer through December 31, 2012. Mr. Alford will receive a base salary of $112,000 per year. The Company granted options to purchase 3,000,000 shares of Company stock. We have also provided Mr. Alford with health insurance.
Stock Option Plans
We did not have a stock option plan in place as of December 31, 2010.
On October 30, 2009, the board of directors granted 15,000,000 options to officers to purchase shares of Company stock on a discretionary basis. These options were valued at their fair value as promulgated in SFAS No.123 as revised.
Item 12.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information known to us with respect to the beneficial ownership of our Common Stock as of the effective date of the Merger by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.
Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 18,354,417 Shares of Common Stock issued and outstanding and 34,473,284 Warrants and Options issued, outstanding and exercisable within 60 days as of December 31, 2010. Addresses for all of the individuals listed in the table below are c/o General Automotive Company, 5422 Carrier Drive, Suite 309, Orlando, FL 32819.
Item 13.
Item 13.
Certain Relationships and Related Transactions
Except as disclosed herein, and with the exception of the Merger, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.
Item 14.
Item 14.
Principal Accountant Fees and Services
Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:
Item 15.
Item 15.
Exhibits
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
General Automotive Company
By:
/s/ Dan Valladao
Dan Valladao
Chief Executive Officer
April 15, 2011
In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
By:
/s/ Shawn Powell Joseph
Shawn Powell Joseph
Chief Financial Officer
April 15, 2011