10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2012

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ______________________ to ______________________

Commission File No. 333-178199

GYSAN HOLDINGS, INC.
(Exact name of small business issuer as specified in its charter)

Nevada	Not Applicable
(State or other jurisdiction of incorporation or formation)	(I.R.S. employer identification number)

Unit 7, 833 - 1^st Avenue N.W.

Calgary, AB, Canada T2N 0A4

(Address of principal executive offices) (Zip Code)

Registrant's telephone number: (403) 229-2351
_______________________________________________

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

None.

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

Common Stock, $.0001 par value per share

(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State the number of shares outstanding of each of the issuer's classes of common equity, as of May 30, 2012: 13,616,000 shares of common stock.

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GYSAN HOLDINGS, INC.
UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS INDEX

PART I – FINANCIAL INFORMATION:

Item 1.

Financial Statements (Unaudited)

1

Consolidated Balance Sheets

1

Consolidated Statement of Operations

2

Consolidated Statement of Stockholders’ Equity

3

Consolidated Statements of Cash Flows

4

Notes to the Interim Consolidated Financial Statements

4-11

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

12

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

13

Item 4T.

Controls and Procedures

13

PART II – OTHER INFORMATION:

Item 1.

Legal Proceedings

14

Item 1A.

Risk Factors

14

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

14

Item 3.

Defaults Upon Senior Securities

14

Item 5.

Other Information

14

Item 6.

Exhibits

14

Signatures

15

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Gysan Holdings Inc.

April 30, 2012

Consolidated Financial Statements

(Unaudited)

See the accompanying notes to these condensed consolidated financial statements

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See the accompanying notes to these condensed consolidated financial statements

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See the accompanying notes to these condensed consolidated financial statements

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See the accompanying notes to these condensed consolidated financial statements

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NOTE 1 – NATURE AND CONTINUANCE OF OPERATIONS

Gysan Holdings Inc. (“Gysan” or the “Corporation”) was incorporated in the state of Nevada, United States on March 11, 2011. On June 10, 2011, Gysan acquired Gysan Enterprises Ltd. of Calgary, Alberta, Canada as its wholly owned subsidiary. Gysan Enterprises Ltd. (“Gysan Alberta”) was incorporated on November 4, 2009 with its head office located in Calgary, Alberta, Canada. Gysan Alberta provides supporting services to an auction company to establish a new flooring division and focuses on selling and marketing various types of floor coverings, namely, hardwood, engineered, and laminates to the local market. Corporation clients include homeowners, business owners, and custom builders from Calgary and the surrounding areas.

The Corporation issued 7,150,000 shares of common stock in exchange for 100% of the outstanding common shares of Gysan Alberta. Although the Corporation was the legal acquirer, the transaction was accounted for as a recapitalization of Gysan Alberta in the form of a reverse merger, whereby Gysan Alberta becomes the accounting acquirer and was deemed to have retroactively adopted the capital structure of the Corporation. Accordingly, the accompanying consolidated financial statements reflect the historical consolidated financial statements of Gysan Alberta for all periods presented, and do not include the historical financial statements of the Corporation. The numbers of shares are those of the Corporation but values are of Gysan Alberta. All costs associated with the reverse merger transaction were expensed as incurred.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding the financial statements. The consolidated financial statements and notes are the representations of the Corporation’s management, who is responsible for their integrity and objectivity.

Basis of Presentation

The Corporation’s financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. These consolidated financial statements include the Corporation’s wholly owned subsidiary, Gysan Enterprises Ltd., and 100% of its assets, liabilities and net income or loss since acquisition. All inter-company accounts and transactions have been eliminated.

While the information presented in the accompanying interim consolidated financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Operating results for the period ended April 30, 2012 are not necessarily indicative of the results that can be expected for the year ended October 31, 2012.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, management considers liquid investments with an original maturity of three months or less to be cash equivalents. As at April 30, 2012, all cash amounts were deposited in accounts were federally insured.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)

Inventory

Inventories are valued at the lower of cost or market on a FIFO basis. Inventory cost includes cost of raw material, labor and overhead. The Company writes down its inventory for obsolescence or unmarketability in an amount equal to the difference between the cost of the inventory and estimated market value based upon expected future demand and pricing. If inventory on hand exceeds projected demand or the expected market value is less than the carrying value, the excess is written down to its net realizable value. However, if actual demand or the estimate of market decreases, additional write-downs would be required.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.

Comprehensive Income (Loss)

The Corporation adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 220, “Reporting Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder's equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Corporation’s other comprehensive income represents foreign currency translation adjustments.

Net Income (Loss) per Common Share

FASB ASC 260 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion,

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exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive.  

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)

Financial Instruments

Fair Value

The guidance for fair value measurements establishes the authoritative definition of fair value sets out a framework for measuring fair value and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Corporation uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follows:

§

Level 1 – observable inputs such as quoted prices in active markets;

§

Level 2 – inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

§

Level 3 – unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Cash is measured using level 1 inputs.

Assets and Liabilities that are measured at Fair Value on a Recurring Basis

The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The Corporation’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

The fair value of financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and due to shareholder were estimated to approximate their carrying values based on the short-term maturity of these instruments.

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Risks

Financial instruments that potentially subject the Corporation to credit risk consist principally of cash.  

Management does not believe the Corporation is exposed to significant credit risk. Management, as well, does not believe the Corporation is exposed to significant interest rate risks during the period presented in these consolidated financial statements.

Fair Value Measurements

The Corporation follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)

used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Corporation defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Corporation considers the principal or most advantageous market in which the Corporation would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.  

The Corporation has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Corporation has not elected the fair value option for any eligible financial instruments.

Currency Risks

The Corporation incurs expenditures in Canadian dollars. Consequently, some assets and liabilities are exposed to Canadian dollar foreign currency fluctuations. As at April 30, 2012, cash, accounts receivable, due to shareholder and accounts payable and accrued charges were all denominated in Canadian dollars.

Equipment

Equipment is recorded at cost. Amortization is calculated using the declining balance method and at the following annual rate which is intended to amortize the cost over its estimated useful life:

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Automobile – 30%

Impairment of Long-Lived Assets

Impairment losses on long-lived assets are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses are then measured by comparing the fair value of assets to their carrying amounts. No impairments of these types of assets were recognized during the period ended April 30, 2012.

Deferred Taxes

A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

Revenue Recognition and Deferred Revenue

The Corporation recognizes revenue when persuasive evidence of an arrangement exists, shipment has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Customers take ownership at point of sale and bear the costs and risks of delivery.

Foreign Currency Translation

The functional currency of the Corporation is Canadian dollars (“C$”). The Corporation maintains its financial statements in United States currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of other comprehensive income (loss) for the respective periods.

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Recent Accounting Pronouncements

In June 2011, FASB issued Accounting Standards Update (“ASU”) No. 2011-05, Presentation of Comprehensive Income. ASU 2011-05 amends ASC 220, Comprehensive Income, by requiring entities to report components of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements, removing the option to present the components of other comprehensive income as part of the statement of stockholder’s equity. The items that must be reported in other comprehensive income were not changed. ASU 2011-05 will be effective for the Corporation for fiscal years, and interim periods within those years, beginning after December 15, 2011 and must be applied retrospectively. The Corporation is evaluating its presentation options under this ASU; however these changes are not expected to impact the consolidated financial statements other than the change in presentation.

In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 amends ASC 820, Fair Value Measurement, by expanding existing disclosure requirements for fair value measurements and modifying certain definitions in the guidance, which may change how the fair value measurement guidance of ASC 820 is applied. ASU 2011-04 will be effective for the Corporation for interim and annual periods beginning after December 15, 2011 and must be applied prospectively. The Corporation is evaluating the impact that this ASU may have on its consolidated financial statements, if any.

The Corporation adopts new pronouncements relating to generally accepted accounting principles applicable to the Corporation as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

NOTE 3 – PROPERTY & EQUIPMENT

	April 30, 2012
		Accumulated
	Cost	Depreciation	Net
Automobile	$       7,360	$             4,416	$        2,944
	$       7,360	$             4,416	$        2,944

	October 31, 2011
		Accumulated
	Cost	Depreciation	Net
Automobile	$       7,322	$             3,295	$        4,027
	$       7,322	$             3,295	$        4,027

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NOTE 4 – DUE TO SHAREHOLDER

As at April 30, 2012, the Corporation was obligated to a shareholder for funds totaling $279 (2011 - $3,606) advanced to the Corporation for working capital. This advance is unsecured and no interest rate or payback schedule has been established.

NOTE 5 - CAPITAL STOCK

On April 11, 2011, the Corporation issued 2,600,000 common shares for gross proceeds of $272 by way of private placement.

On May 27, 2011, the Corporation issued 3,866,000 common shares for gross proceeds of $118,694 by way of private placement.

On June 10, 2011, the Corporation issued 7,150,000 common shares for total consideration of $113 in exchange for 100% of the outstanding common shares of Gysan Enterprises Ltd. As described in Note 1, the transaction was accounted for as a reverse merger and a retroactive recapitalization.

As at April 30, 2012, there were no warrants or options outstanding.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the unaudited financial statements of our company and the audited consolidated financial statements of Gysan Enterprises Ltd., our wholly owned subsidiary and the related notes that appear elsewhere in this registration statement and prospectus. The unaudited financial statements of our company and the audited consolidated financial statements of Gysan Enterprises Ltd. are stated in U.S. dollars and are prepared in accordance with United States generally accepted accounting principles.

Forward Looking Statements

The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report on Form 10-Q.

Overview

Gysan Holdings Inc. (“Gysan Holdings”) was incorporated in the state of Nevada on March 11, 2011. Gysan Holdings acquired 100 percent of the outstanding common stock of Gysan Enterprises Ltd. on June 13, 2011. Gysan Enterprises Ltd., a wholly owned subsidiary of the Company, began its operations in November, 2009 by providing support services to an auction company to establish a new flooring division. Gysan Enterprises is now focused on selling and marketing various types of floor coverings, including hardwood, engineered flooring and other type of floor coverings. Our sales will be made at the retail level to homeowners and at the wholesale level to business owners, and custom builders located in Calgary, Alberta, Canada and the surrounding areas.

Results of Operations

Three Months Ended April 30, 2012 Compared to Three Months Ended April 30, 2011

Assets

Total assets decreased from $102,573 at October 31, 2011 to $32,841 at April 30, 2012. Total assets consist of current assets and non-current assets. At April 30, 2012, our total current assets, comprising all cash and cash equivalents, were $22,989 compared to $98,546 at October 31, 2011. The decrease was primarily due to the increase in inventory and the expenses incurred in the six months ended April 30, 2012. At April 30, 2012, our total non-current assets, comprising of a motor vehicle, were $2,944, compared to $4,027 at October 31, 2011.

Liabilities

Total liabilities decreased from $3,838 at October 31, 2011 to $279 at April 30, 2012. Total liabilities consist of current liabilities. The decrease in current liabilities is primarily due to the decrease in payables and the amount due to shareholders.

Revenue

Our revenue increased by $4,253 or approximately 79.1%, from $5,377 in the three months ended April 30, 2011 to $9,630 in the three months ended April 30, 2012. This increase was primarily attributable to higher sale activities in the three months ended April 30, 2012. Gross profit decreased by $4,873 or 90.6% from $5,377 in the three months ended April 30, 2011 to $504 in the three months ended April 30, 2012. The decrease in gross profits is mainly due to the increase in cost of goods sold.

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Operating expenses increased by $33,270 or approximately 618.1%, from $5,383 in the three months ended April 30, 2011 to $38,653 in the three months ended April 30, 2012. Approximately 74.5% or $24,790 of this increase is related to fees paid to consultants, attorneys, and accountants during the period for performing various tasks related to this registration statement. The operating expenses in the three months ended April 30, 2012 compared to the same period in 2011 was marked by an increase in general and administration fees of $8,739, an increase in professional fees of $17,450, and an increase in consulting fees of $7,340.

The Company incurred a net loss of $38,071 for the three months ended April 30, 2012, compared to a net loss of $6 for the three months ended April 30, 2011. The decrease in net income is largely due to the increase in consulting fee, professional fees, and general and administration fees.

Liquidity and Capital Resources

The Company has a working capital of $29,618 at April 30, 2012, primarily comprised of cash, cash equivalents and inventory.

Cash Flow

Cash provided in operations decreased from a negative of $3,553 for the three months ended April 30, 2011 to a negative of $42,133 for the three months ended April 30, 2012. This decrease is primarily attributed to the loss from operations and the increase of inventory. During the quarter, the Company has not completed any financing.

Financial Condition

We currently anticipate that our available cash resources will not be sufficient to meet our anticipated working capital for at least the next 12 months. We may need to raise additional capital to fund our operations and expansion and to build up inventory of our own products.

If we raise additional funds through further issuances of equity or convertible debt securities, the percentage ownership of our current stockholders will be reduced and holders of those new securities may have rights, preferences and privileges senior to those of our current Shareholders.

In addition, we may not be able to obtain additional financing on terms favourable to us, if at all. If adequate funds are not available or are not available on terms favourable to us, our business, results of operations and financial condition could be adversely affected.

Item 3.

Quantitative and Qualitative Disclosure About Market Risks.

Not Applicable.

Item 4T.

Controls and Procedures.

(a)

Evaluation of disclosure controls and procedures.

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, the Company’s principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation these officers have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures were effective and were adequate to insure that the information required to be disclosed by the Company in reports it files or submits under the Exchange Act were recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms. It is also important to point out that all internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statements preparation and presentation.

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(b)

Changes in internal controls.

There have been no significant changes in our internal controls or other factors that would significantly affect such controls and procedures subsequent to the date we completed our evaluation. Therefore, no corrective actions were taken.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

To the best knowledge of the Company’s officers and directors, the Company is currently not a party to any material pending legal proceeding.

Item 1A.

Risk Factors.

Not applicable as a smaller reporting company.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.

Defaults Upon Senior Securities.

None.

Item 5.

Other Information.

None.

Item 6.

Exhibits

(a)

Exhibits

*3.1

Certificate of Incorporation

*3.2

Amended and Restated Certificate of Incorporation

*3.3

By-laws

*4.0

Stock Certificate

31.1

Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002

31.2

Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1

Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

32.2

Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

* Filed as an exhibit to the Company's registration statement on Form S-1, as filed with the Securities and Exchange Commission on November 28, 2011 and incorporated herein by this reference.

(b) Reports of Form 8-K

None.

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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.

Dated:  June 6, 2012

GYSAN HOLDINGS, INC.

By:  /s/ Grace Weisgerber

Name:  Grace Weisgerber

Title: President

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EX-31.1

Exhibit 31.1

CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Grace Weisgerber, certify that:

1.

I have reviewed this Form 10-Q of Gysan Holdings, Inc. (the "Company");

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods present in this report;

4.

The small business issuers other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small business issuer and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the small business issuer's internal control over financing reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involved management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Dated:  June 5, 2012

Gysan Holdings, Inc.

By:/s/ Grace Weisgerber

       Grace Weisgerber

EX-31.2

Exhibit 31.2

CERTIFICATION OF
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Winnie L. Fung, certify that:

1.

I have reviewed this Form 10-Q of Gysan Holdings, Inc. (the "Company");

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods present in this report;

4.

The small business issuers other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the small business issuer and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the small business issuer's internal control over financing reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involved management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Dated:  June 5, 2012

Gysan Holdings, Inc.

By: /s/ Winnie L. Fung

       Winnie L. Fung

EX-32.1

Exhibit 32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of Gysan Holdings, Inc. (the "Company") for the quarter ending April 30, 2012, I, Grace Weisgerber, Chief Executive Officer of the Company hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1.

Such Quarterly Report on Form 10-Q for the quarter ending April 30, 2012, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in such Quarterly Report on Form 10-Q for the quarter ending April 30, 2012, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  June 5, 2012

Gysan Holdings, Inc.

By:  /s/ Grace Weisgerber

        Grace Weisgerber

EX-32.2

Exhibit 32.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of Gysan Holdings, Inc. (the "Company") for the quarter ending April 30, 2012, I, Winnie L. Fung, Chief Financial Officer of the Company hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

1.

Such Quarterly Report on Form 10-Q for the quarter ending April 30, 2012, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

The information contained in such Quarterly Report on Form 10-Q for the quarter ending April 30, 2012, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  June 5, 2012

Gysan Holdings, Inc.

By:  /s/ Winnie L. Fung

        Winnie L. Fung

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PROPERTY & EQUIPMENT

6 Months Ended

Apr. 30, 2012

PROPERTY & EQUIPMENT [Abstract]

PROPERTY & EQUIPMENT

NOTE 3 - PROPERTY & EQUIPMENT

	April 30, 2012
		Accumulated
	Cost	Depreciation	Net
Automobile	$       7,360	$             4,416	$        2,944
	$       7,360	$             4,416	$        2,944

	October 31, 2011
		Accumulated
	Cost	Depreciation	Net
Automobile	$       7,322	$             3,295	$        4,027
	$       7,322	$             3,295	$        4,027

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Apr. 30, 2012

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies is presented to assist in understanding the financial statements. The consolidated financial statements and notes are the representations of the Corporation's management, who is responsible for their integrity and objectivity.

Basis of Presentation

The Corporation's financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. These consolidated financial statements include the Corporation's wholly owned subsidiary, Gysan Enterprises Ltd., and 100% of its assets, liabilities and net income or loss since acquisition. All inter-company accounts and transactions have been eliminated.

While the information presented in the accompanying interim consolidated financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented. Operating results for the period ended April 30, 2012 are not necessarily indicative of the results that can be expected for the year ended October 31, 2012.

Cash and Cash Equivalents

For purposes of the Statement of Cash Flows, management considers liquid investments with an original maturity of three months or less to be cash equivalents. As at April 30, 2012, all cash amounts were deposited in accounts were federally insured.

Inventory

Inventories are valued at the lower of cost or market on a FIFO basis. Inventory cost includes cost of raw material, labor and overhead. The Company writes down its inventory for obsolescence or unmarketability in an amount equal to the difference between the cost of the inventory and estimated market value based upon expected future demand and pricing. If inventory on hand exceeds projected demand or the expected market value is less than the carrying value, the excess is written down to its net realizable value. However, if actual demand or the estimate of market decreases, additional write-downs would be required.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.

Comprehensive Income (Loss)

The Corporation adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 220, "Reporting Comprehensive Income", which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. Comprehensive income consists of net income and other gains and losses affecting stockholder's equity that are excluded from net income, such as unrealized gains and losses on investments available for sale, foreign currency translation gains and losses and minimum pension liability. Since inception, the Corporation's other comprehensive income represents foreign currency translation adjustments.

Net Income (Loss) per Common Share

FASB ASC 260 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per share would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive.  

Financial Instruments

Fair Value

The guidance for fair value measurements establishes the authoritative definition of fair value sets out a framework for measuring fair value and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Corporation uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follows:

§

Level 1 - observable inputs such as quoted prices in active markets;

§

Level 2 - inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

§

Level 3 - unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Cash is measured using level 1 inputs.

Assets and Liabilities that are measured at Fair Value on a Recurring Basis

The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.

The Corporation's assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

The fair value of financial instruments consisting of cash and cash equivalents, accounts receivable, accounts payable and due to shareholder were estimated to approximate their carrying values based on the short-term maturity of these instruments.

Risks

Financial instruments that potentially subject the Corporation to credit risk consist principally of cash.  

Management does not believe the Corporation is exposed to significant credit risk. Management, as well, does not believe the Corporation is exposed to significant interest rate risks during the period presented in these consolidated financial statements.

Fair Value Measurements

The Corporation follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Corporation defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Corporation considers the principal or most advantageous market in which the Corporation would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.  

The Corporation has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Corporation has not elected the fair value option for any eligible financial instruments.

Currency Risks

The Corporation incurs expenditures in Canadian dollars. Consequently, some assets and liabilities are exposed to Canadian dollar foreign currency fluctuations. As at April 30, 2012, cash, accounts receivable, due to shareholder and accounts payable and accrued charges were all denominated in Canadian dollars.

Equipment

Equipment is recorded at cost. Amortization is calculated using the declining balance method and at the following annual rate which is intended to amortize the cost over its estimated useful life:

Automobile - 30%

Impairment of Long-Lived Assets

Impairment losses on long-lived assets are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses are then measured by comparing the fair value of assets to their carrying amounts. No impairments of these types of assets were recognized during the period ended April 30, 2012.

Deferred Taxes

A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss-carry forwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that, some portion or all of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

Revenue Recognition and Deferred Revenue

The Corporation recognizes revenue when persuasive evidence of an arrangement exists, shipment has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Customers take ownership at point of sale and bear the costs and risks of delivery.

Foreign Currency Translation

The functional currency of the Corporation is Canadian dollars ("C$"). The Corporation maintains its financial statements in United States currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of other comprehensive income (loss) for the respective periods.

Recent Accounting Pronouncements

In June 2011, FASB issued Accounting Standards Update ("ASU") No. 2011-05, Presentation of Comprehensive Income. ASU 2011-05 amends ASC 220, Comprehensive Income, by requiring entities to report components of comprehensive income in either a continuous statement of comprehensive income or two separate but consecutive statements, removing the option to present the components of other comprehensive income as part of the statement of stockholder's equity. The items that must be reported in other comprehensive income were not changed. ASU 2011-05 will be effective for the Corporation for fiscal years, and interim periods within those years, beginning after December 15, 2011 and must be applied retrospectively. The Corporation is evaluating its presentation options under this ASU; however these changes are not expected to impact the consolidated financial statements other than the change in presentation.

In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 amends ASC 820, Fair Value Measurement, by expanding existing disclosure requirements for fair value measurements and modifying certain definitions in the guidance, which may change how the fair value measurement guidance of ASC 820 is applied. ASU 2011-04 will be effective for the Corporation for interim and annual periods beginning after December 15, 2011 and must be applied prospectively. The Corporation is evaluating the impact that this ASU may have on its consolidated financial statements, if any.

The Corporation adopts new pronouncements relating to generally accepted accounting principles applicable to the Corporation as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

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CONSOLIDATED BALANCE SHEETS (USD $)	Apr. 30, 2012	Oct. 31, 2011
Current
Cash and cash equivalents	$ 22,989	$ 98,546
Sales tax receivable	301
Inventory	6,607
Total Current Assets	29,897	98,546
Property & equipment (Note 3)	2,944	4,027
Total Assets	32,841	102,573
Current
Sales tax payable		232
Due to shareholder (Note 4)	279	3,606
Total Liabilities	279	3,838
STOCKHOLDERS' EQUITY
Capital Stock: Authorized: 100,000,000 common shares, voting, par value $.0001 each; 90,000,000 preferred shares, par value $.0001 each; Issued: 13,616,000 and 13,616,000 common shares, respectively	1,362	1,362
Additional paid in capital	117,717	117,717
Accumulated deficit	(86,305)	(19,890)
Accumulated other comprehensive loss	(212)	(454)
Total Stockholders' Equity	32,562	98,735
Total Liabilites and Stockholders' Equity	$ 32,841	$ 102,573

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended		6 Months Ended
	Apr. 30, 2012	Apr. 30, 2011	Apr. 30, 2012	Apr. 30, 2011
Operating activities
Net loss for period	$ (38,071)	$ (6)	$ (66,415)	$ (2,947)
Item not requiring an outlay of cash:
Depreciation	566	560	1,100	1,103
Changes in non-cash working capital:
Accounts payable	(7,451)			(2,196)
Sales tax payable (receivable)	(780)	174	(533)	(60)
Income tax payable	(437)	(6,029)		(5,930)
Inventory	3,899		(6,607)
Due to (from) shareholder	141	1,748	(3,327)	(16,329)
Net cash provided by (used in) operating activities	(42,133)	(3,553)	(75,782)	(26,359)
Net cash decrease for period	(42,133)	(3,553)	(75,782)	(26,359)
Foreign exchange translation	1,756	909	225	1,182
Cash and cash equivalents, beginning of the period	63,366	18,137	98,546	40,671
Cash and cash equivalents, end of the period	$ 22,989	$ 15,494	$ 22,989	$ 15,494

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NATURE AND CONTINUANCE OF OPERATION

6 Months Ended

Apr. 30, 2012

NATURE AND CONTINUANCE OF OPERATION [Abstract]

NATURE AND CONTINUANCE OF OPERATION

NOTE 1 - NATURE AND CONTINUANCE OF OPERATIONS

Gysan Holdings Inc. ("Gysan" or the "Corporation") was incorporated in the state of Nevada, United States on March 11, 2011. On June 10, 2011, Gysan acquired Gysan Enterprises Ltd. of Calgary, Alberta, Canada as its wholly owned subsidiary. Gysan Enterprises Ltd. ("Gysan Alberta") was incorporated on November 4, 2009 with its head office located in Calgary, Alberta, Canada. Gysan Alberta provides supporting services to an auction company to establish a new flooring division and focuses on selling and marketing various types of floor coverings, namely, hardwood, engineered, and laminates to the local market. Corporation clients include homeowners, business owners, and custom builders from Calgary and the surrounding areas.

The Corporation issued 7,150,000 shares of common stock in exchange for 100% of the outstanding common shares of Gysan Alberta. Although the Corporation was the legal acquirer, the transaction was accounted for as a recapitalization of Gysan Alberta in the form of a reverse merger, whereby Gysan Alberta becomes the accounting acquirer and was deemed to have retroactively adopted the capital structure of the Corporation. Accordingly, the accompanying consolidated financial statements reflect the historical consolidated financial statements of Gysan Alberta for all periods presented, and do not include the historical financial statements of the Corporation. The numbers of shares are those of the Corporation but values are of Gysan Alberta. All costs associated with the reverse merger transaction were expensed as incurred.

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CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) (USD $)	Apr. 30, 2012	Oct. 31, 2011
CONSOLIDATED BALANCE SHEETS [Abstract]
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value per share	$ 0.0001	$ 0.0001
Common stock, shares issued	13,616,000	13,616,000
Preferred stock, shares authorized	90,000,000	90,000,000
Preferred stock, par value per share	$ 0.0001	$ 0.0001

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Document and Entity Information	6 Months Ended
	Apr. 30, 2012	May 30, 2012
Document And Entity [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Apr. 30, 2012
Entity Filer Category	Smaller Reporting Company
Entity Registrant Name	GYSAN HOLDINGS, INC.
Entity Central Index Key	0001534263
Current Fiscal Year End Date	--10-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2012
Entity Common Stock, Shares Outstanding		13,616,000

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $)	3 Months Ended		6 Months Ended
	Apr. 30, 2012	Apr. 30, 2011	Apr. 30, 2012	Apr. 30, 2011
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
Revenue	$ 9,630	$ 5,377	$ 34,074	$ 6,322
Cost of goods sold	(9,126)		(21,660)
Gross profit	504	5,377	12,414	6,322
Expenses
General & administration	12,053	3,314	33,605	6,094
Professional fees	17,652	202	27,934	202
Consulting fees	7,340		14,283
Rent & office expenses	1,042	1,307	1,604	1,870
Depreciation	566	560	1,100	1,103
Total operating expenses	38,653	5,383	78,526	9,269
Loss from operations	(38,149)	(6)	(66,112)	(2,947)
Other loss	(281)		(232)
Loss before income tax	(38,430)	(6)	(66,344)	(2,947)
Income tax expense (recovery)	(359)		71
Net loss for the period	(38,071)	(6)	(66,415)	(2,947)
Other comprehensive income
Foreign currency adjustment	1,829	1,211	242	1,583
Comprehensive loss	$ (36,242)	$ 1,205	$ (66,173)	$ (1,364)
Basic and diluted income loss per share	$ (0.003)	$ 0.0	$ (0.005)	$ 0.0
Weighted average number of shares outstanding	13,616,000	7,150,000	13,616,000	7,150,000

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CAPITAL STOCK

6 Months Ended

Apr. 30, 2012

CAPITAL STOCK [Abstract]

CAPITAL STOCK

NOTE 5 - CAPITAL STOCK

On April 11, 2011, the Corporation issued 2,600,000 common shares for gross proceeds of $272 by way of private placement.

On May 27, 2011, the Corporation issued 3,866,000 common shares for gross proceeds of $118,694 by way of private placement.

On June 10, 2011, the Corporation issued 7,150,000 common shares for total consideration of $113 in exchange for 100% of the outstanding common shares of Gysan Enterprises Ltd. As described in Note 1, the transaction was accounted for as a reverse merger and a retroactive recapitalization.

As at April 30, 2012, there were no warrants or options outstanding.

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CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Retained Earnings (Deficit) [Member]
Balance at Oct. 31, 2010	$ 22,963	$ 715	$ (621)	$ 638	$ 22,231
Balance, shares at Oct. 31, 2010		7,150,000
Issuance of shares	118,985	647	118,338
Issuance of shares, shares		6,466,000
Net loss for period	(42,121)				(42,121)
Other comprehensive loss for period	(1,092)			(1,092)
Balance at Oct. 31, 2011	98,735	1,362	117,717	(454)	(19,890)
Balance, shares at Oct. 31, 2011		13,616,000
Net loss for period	(66,415)				(66,415)
Other comprehensive loss for period	242			242
Balance at Apr. 30, 2012	$ 32,562	$ 1,362	$ 117,717	$ (212)	$ (86,305)
Balance, shares at Apr. 30, 2012		13,616,000

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DUE TO SHAREHOLDER

6 Months Ended

Apr. 30, 2012

DUE TO SHAREHOLDER [Abstract]

DUE TO SHAREHOLDER

NOTE 4 - DUE TO SHAREHOLDER

As at April 30, 2012, the Corporation was obligated to a shareholder for funds totaling $279 (2011 - $3,606) advanced to the Corporation for working capital. This advance is unsecured and no interest rate or payback schedule has been established.