The Wall Street Organization, Inc. (WSO) and its intended acquisition by Gisser Automotive Concepts, Inc. (GAC)a U.S. Securities and Exchange Commission (SEC) Public Company=
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● Acquisition Methodology: GAC’s intended 100% acquisition of WSO is planned to be accomplished through a Stock Swap of WSO’s Shares for GAC’s Shares. Due to the highly competitive nature of the investment banking industry, WSO has made a strategic business maneuver to be acquired by GAC, a public company, rather than taking on the intensively time consuming and costly procedure of going public on its own. WSO’s strategy eliminates the following: 1) Significant Legal Expenses, 2) Significant Accounting Expenses, 3) Costly Professional Investment Banking Fees, 4) Costly Financial Public Relation Fees, 5) Extensive Administrative and Executive Compensation, 6) Burdensome and Ongoing Advertising and Marketing Expenses, 7) Ongoing Reporting and Filing required by the Securities and Exchange Commission (SEC).
● WSO’s and GAC’s Diverse Stages: WSO is Private and GAC is Public. WSO and GAC are two extremely diverse companies at different stages of their corporate development. That in itself is an extraordinary benefit among WSO Shareholders who participate in GAC’s intended acquisition of WSO. In addition, among the many other benefits are GAC’s extremely high profile company and product line which will lend WSO to a similarly high visibility and exposure post acquisition. Furthermore, WSO Common Shares have no Par Value and are Private while blocks of GAC Common Shares have a Par Value and been registered with the Securities and Exchange Commission (SEC).
● WSO’s and GAC’s Financial Condition: GAC’s pre-acquisition, WSO’s current nominal financial and asset condition compared to GAC’s approximate $1.5M in assets has lead to a mutually agreed intended Stock Swap. WSO and GAC have determined that 100 (one hundred) WSO Series A Shares are planned to be exchanged for 1 (one) GAC Common Share.
● Proposed Structure: WSO’s proposed structure for its 100% acquisition from GAC demonstrates that GAC is extending WSO and WSO’s Shareholders an enormous Stock Swap benefit which realistically should be less financially beneficial for WSO Shareholders. Currently, WSO Shareholders have no means of liquidity for their WSO Series A Preferred Shares. However, GAC is still offering the Stock Swap at 100 (one hundred) WSO Series A Shares for 1 (one) GAC Common Share. For example a WSO Shareholder who holds 50,000 Series A Preferred Shares would be converted into 500 GAC Common Shares. This conversion is as a result of the nominal value of WSO’s Shares compared to GAC’s Shares. This utilizes the actual and justified 100:1 Stock Swap based on WSO’s and GAC’s estimated share value. Annual News Report Autumn 2014 Volume 13 Page 2
● GAC’s Structure and Warrants: As identified below in the structuring, GAC is further willing to include 4 (four) GAC Common Stock Warrants for each GAC Common Share that is purchased by WSO Shareholders. Thereby, a total of 5 (five) GAC Common Shares can be obtained by WSO Shareholders. 1 (one) GAC Common Share subscribed to in addition to the 4 (four) Warrants that reserves the right for WSO Shareholders to purchase GAC Common Shares at $0.50 each.
● GAC’s New Products and plans as a Holding Company: GAC is in the process of developing and reviewing several new concepts and products with its patent attorneys. Instead of GAC forming a separate new U.S. corporation for these ground breaking products, GAC plans to include them under its future plans of a newly organized Holding Company. The resulting benefits for WSO Shareholders are the equivalent of receiving free shares in several new US Corporations.
● GAC’s Terms of the Acquisition: The Terms of the 100% acquisition of WSO and Stock Swap was originally predicated on the participation of WSO’s Shareholders in the preferred price Regulation S Offering at $1.00 per share. Besides the Preferred Price Offering being at $1.00 per share, 4 (four) Warrants were also included. This Offering below was presented to WSO and intended ONLY for pre-existing WSO Shareholders.
________________________________________________________________________________ CONFIDENTIAL REGULATION S OFFERING MEMORANDUM
October 12, 2013
A United States SEC Approved Public Reporting Company Up to 5,000,000 Units at $1.00 per Unit Each Unit consists of One Share of Common Stock and Four Common Stock Purchase Warrants for $0.50 (Minimum Investment $5,000 or 5,000 Units)
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● GAC’s Deferred $5.00 Offering: GAC has been preparing a separate new Offering at USD $5.00 per Common Share. GAC has extended a time oriented courtesy for WSO’s Shareholders to participate in the Preferred Offering at $1.00 per share. Due to time constraints and this courtesy extended to WSO by GAC, plans to close the Preferred Offering at $1.00 per share are approaching soon. GAC then plans to immediately begin actively selling its $5.00 Offering. WSO is assisting GAC develop an advanced Flash E-Mail Offshore Investor Lead Generation Program. This is centered around GAC’s Rare Growth Stock Opportunity and intended for use by GAC and their financial partners. Just about completed, viewable at: http://www.Gisser.com/RareGrowthStockOpp/
