**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-K**





**x** **ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934**





For
      the
      fiscal year ended May 31, 2008


**OR**





** ̈** **TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
      OF
      1934**





For
      the
      transition period from __________________ to __________________.





Commission
      file number: 000-52431





**GCA
      I ACQUISITION CORP.**


(Exact
      name of Registrant as specified in its charter)





Delaware
            14-1973529(State
                or other jurisdiction of
            (I.R.S.
                Employerincorporation
                or organization)
            Identification
                No.)115
                East 57thStreet, Suite 1006
              New
                York, NY
            10022(Address
                of principal executive offices)
            (Zip
                Code)





(646)
      486-9770


(Registrant’s
      telephone number, including area code)





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





Title
                of each class
            
            Name
                of each exchange on which registered





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





Common
      Stock, $.0001 par value


(Title
      of
      class)





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


Yes  ̈ No x


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


Yes  ̈ No x




Indicate
      by check mark whether the Registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 12 months (or for such shorter period that the registrant
      was required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days.     Yes x No  ̈




Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K(§229.405 of this chapter) is not contained herein, and will not
      be contained, to the best of the Registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of this Form 10-K
      or any amendment to this Form 10-K.  ̈




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




Large
                accelerated filer ̈
            Accelerated
                filer ̈Non-accelerated
                filer ̈
            Smaller
                reporting companyx




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




Yes x No  ̈




At
      August 28, 2008, the Registrant’s common equity was not listed or traded on
      any exchange or quotation system and there was not any other public trading
      market for such securities or any other securities of the
      registrant.





At
      August 28, 2008, the Registrant had outstanding 5,000,000 shares of common
      stock of
      which
      there is only a single class.




**DOCUMENTS
      INCORPORATED BY REFERENCE**





None.










**Form
      10-K**


**For
      the Fiscal Year Ended May 31, 2008**




**TABLE
      OF CONTENTS**


**Page**PART IItem 1.
              
              Business
              
              1Item 1A.
              
              Risk
                  Factors
              
              6Item
                  1B.
              
              Unresolved
                  Staff Comments
              
              18Item
                  2.
              
              Properties
              
              18Item
                  3.
              
              Legal
                  Proceedings
              
              18Item
                  4.
              
              Submission
                  of Matters to a Vote of Security Holders
              
              18PART
                  IIItem
                  5.
              
              Market
                  for Registrant’s Common Equity, Related Stockholder Matters and Issuer
                  Purchases of Equity Securities
              
              19Item
                  6.
              
              Selected
                  Financial Data
              
              19Item
                  7.
              
              Management’s
                  Discussion and Analysis of Financial Condition and Results of Operation
              
              19Item 7A.
              
              Quantitative
                  and Qualitative Disclosures About Market Risk
              
              26Item
                  8.
              
              Consolidated
                  Financial Statements and Supplementary Data
              
              27Item
                  9.
              
              Changes
                  in and Disagreements with Accountants on Accounting and Financial
                  Disclosure
              
              28Item 9A.
              
              Controls
                  and Procedures
              
              28Item 9B.
              
              Other
                  Information
              
              28PART IIIItem
                  10.
              
              Directors
                  and Executive Officers of the Registrant
              
              29Item
                  11.
              
              Executive
                  Compensation
              
              30Item
                  12.
              
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  Stockholder Matters
              
              31Item
                  13.
              
              Certain
                  Relationships and Related Transactions
              
              32Item
                  14.
              
              Principal
                  Accounting Fees and Services
              
              33PART IVItem 15.
              
              Exhibits
                  and Consolidated Financial Statement Schedules
              
              34
  i




**PART
      I**





**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**





Certain
      statements made in this annual report on Form 10-K are “forward-looking
      statements” (within the meaning of the Private Securities Litigation Reform Act
      of 1995) regarding the plans and objectives of management for future operations.
      Such statements involve known and unknown risks, uncertainties and other factors
      that may cause actual results, performance or achievements of GCA I Acquisition
      Corp. (“we”, “us”, “our” or the “Registrant” or the “Company”) to be materially
      different from any future results, performance or achievements expressed or
      implied by such forward-looking statements. The forward-looking statements
      included herein are based on current expectations that involve numerous risks
      and uncertainties. Our plans and objectives are based, in part, on assumptions
      involving the continued expansion of business. Assumptions relating to the
      foregoing involve judgments with respect to, among other things, future
      economic, competitive and market conditions and future business decisions,
      all
      of which are difficult or impossible to predict accurately and many of which
      are
      beyond our control. Although we believe that our assumptions underlying the
      forward-looking statements are reasonable, any of the assumptions could prove
      inaccurate and, therefore, there can be no assurance the forward-looking
      statements included in this annual report will prove to be accurate. In light
      of
      the significant uncertainties inherent in the forward-looking statements
      included herein, the inclusion of such information should not be regarded as
      a
      representation by us or any other person that our objectives and plans will
      be
      achieved.





**ITEM
      1. DESCRIPTION OF BUSINESS.**





*Business
      Development*





We
      were
      incorporated in the State of Delaware on August 14, 2006. Since inception,
      we
      have been engaged in organizational efforts, obtaining initial financing, and
      efforts to identify and consummate a possible business combination. Until we
      are
      able to acquire or merge with an existing operating company, our sole business
      purpose is to accomplish this objective. Although we have entered into a
      definitive Agreement and Plan of Merger as of May 7, 2008 (the “Merger
      Agreement”) with a target operating company, and have no reason to believe that
      this transaction (the “Pending Merger”) will not be consummated at some future
      date, transactions of this type generally are, and this one is, complicated
      and
      subject to many conditions that may or may not be satisfied, and there can
      be no
      assurance, as a result, that it will be completed. If the transaction is
      completed, it is unlikely to occur for an indeterminable number of months from
      the date of this annual report. A copy of the Merger Agreement is annexed as
      Exhibit 10.1 to the current report on Form 8-K filed by us on May 13, 2008.
      Certain details regarding the Pending Merger are set forth in the current report
      on Form 8-K/A filed by us on June 24, 2008





We
      selected May 31 as our fiscal year end. We maintain our principal executive
      offices at 115 East 57 th Street,
      Suite 1006, New York, NY 10022.





*Our
      Business*





Based
      on
      our proposed business activities, we are what is known as a “blank check”
company. The U.S. Securities and Exchange Commission (the “SEC”) defines “blank
      check” companies as “any development stage company that is issuing a penny
      stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act
      of
      1934, as amended (the “Exchange Act”) and that has no specific business plan or
      purpose, or has indicated that its business plan is to merge with an
      unidentified company or companies.” Under SEC Rule 12b-2 under the Securities
      Act of 1933, as amended (the “Securities Act”), we also qualify as a “shell
      company,” because we have no or nominal assets and no or nominal operations.
      Many states have enacted statutes, rules and regulations limiting the sale
      of
      securities of “blank check” companies in their respective jurisdictions. Our
      management does not intend to undertake any efforts to cause a market to develop
      in our securities, either debt or equity, until we have successfully concluded
      a
      business combination. We intend to comply with the periodic reporting
      requirements of the Exchange Act for so long as we are subject to those
      requirements.


1


We
      were
      organized as a vehicle to investigate and, if such investigation warrants,
      acquire a target company or business seeking the perceived advantages of being
      a
      publicly-held corporation. Our principal business objective for the next 12
      months and beyond such time will be to achieve long-term growth potential
      through a combination with an operating business rather than immediate
      short-term earnings. Given the Pending Merger, we have curtailed for the time
      being our efforts in seeking out alternative target companies with which to
      combine. However, to the extent that the Pending Merger is not consummated
      for
      any reason and we resume our business objectives of identifying a target company
      with which to combine, we will not restrict our potential candidate target
      companies to any specific business, industry or geographical location and may,
      as a result, acquire any type of business.





To
      date,
      the analysis of new business opportunities has been undertaken by or under
      the
      supervision of Michael M. Membrado, our sole officer and director. Until such
      time as we entered into the Merger Agreement, we had had unrestricted
      flexibility in seeking, analyzing and participating in potential business
      opportunities, and, in the event that the Pending Merger is not consummated
      for
      any reason and we resume our business objectives of identifying a target company
      with which to combine, we expect to enjoy the same unrestricted flexibility.
      In
      our efforts to analyze potential acquisition targets, we had considered, and
      will continue to consider to the extent that the Pending Merger is not
      consummated for any reason and we resume our business objectives of identifying
      a target company with which to combine, the following kinds of
      factors:





(a)
        Potential for growth, indicated by new technology, anticipated market
      expansion or new products;




(b)
        Competitive position as compared to other firms of similar size and
      experience within the industry segment as well as within the industry as a
      whole;





(c)
        Strength and diversity of management, either in place or scheduled for
      recruitment;





(d)
        Capital requirements and anticipated availability of required funds, to
      be provided by us or from operations, through the sale of additional securities,
      through joint ventures or similar arrangements or from other
      sources;





(e)
        The cost of participation by us as compared to the perceived tangible and
      intangible values and potentials;





(f)
        The extent to which the business opportunity can be
      advanced;





(g)
        The accessibility of required management expertise, personnel, raw
      materials, services, professional assistance and other required items;
      and





(h)
        Other relevant factors.





In
      applying the foregoing criteria, no one of which is controlling, our management
      has and will continue, to the extent the Pending Merger is not consummated
      for
      any reason and we resume our business objectives of identifying a target company
      with which to combine, to attempt to analyze all factors and circumstances
      and
      make a determination based upon reasonable investigative measures and available
      data. Potentially available business opportunities may occur in many different
      industries, and at various stages of development, all of which will make the
      task of comparative investigation and analysis of such business opportunities
      extremely difficult and complex. Due to our limited capital available for
      investigation, if the Pending Merger is not consummated for any reason and
      we
      resume our business objectives of identifying a target company with which to
      combine, we may not discover or adequately evaluate adverse facts about the
      target company with which we pursue a combination.





*Form
      of Business Combination*




To
      the
      extent that the Pending Merger is not consummated for any reason and we resume
      our business objectives of identifying a target company with which to combine,
      the manner in which we may participate in any given opportunity will depend
      upon
      the nature of the opportunity, the respective needs and desires of us and the
      promoters of the opportunity, and the negotiating strength we have relative
      to
      the other parties involved.


2


To
      the
      extent that the Pending Merger is not consummated for any reason and we resume
      our business objectives of identifying a target company with which to combine,
      it is likely that we will participate in a business opportunity through the
      issuance of our common stock or other securities. Although the terms of any
      such
      transaction cannot be predicted, it should be noted that, in certain
      circumstances, one of the primary factors for determining whether or not an
      acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of
      the Internal Revenue Code of 1986, as amended (the “Code”) is whether the owners
      of the acquired business own 80% or more of the voting stock of the surviving
      entity. If a transaction were structured to take advantage of these provisions
      rather than other “tax free” provisions provided under the Code, which is likely
      but by no means assured, all prior stockholders would in such circumstances
      retain 20% or less of the total issued and outstanding shares. Depending upon
      the relative negotiating strength of the parties, prior stockholders may, in
      fact, retain substantially less than 20% of the total issued and outstanding
      shares of the surviving entity. This could result in substantial dilution to
      the
      equity of those who were our stockholders prior to such
      reorganization.





Our
      present stockholders will likely not have control of a majority of our voting
      shares following a reorganization transaction, including the Pending Merger.
      As
      part of such a transaction, all or a majority of our directors may resign and
      new directors may be appointed without any vote by our
      stockholders.




In
      the
      case of an acquisition, the transaction may be accomplished upon the sole
      determination of management without any vote or approval by our stockholders.
      In
      the case of a statutory merger or consolidation directly involving the Company,
      it will likely be necessary to call a stockholders’ meeting and obtain the
      approval of the holders of a majority of our outstanding shares. The necessity
      to obtain such stockholder approval may result in delay and additional expense
      in the consummation of any proposed transaction and will also give rise to
      certain appraisal rights to dissenting stockholders. As is the case with the
      Pending Merger, management is likely to seek to structure any such transaction
      so as not to require stockholder approval, an objective often accomplished
      through the establishment and use of a special-purpose acquisition
      subsidiary.




It
      is
      anticipated that the investigation of specific business opportunities and the
      negotiation, drafting and execution of relevant agreements, disclosure documents
      and other instruments will require substantial management time and attention
      and
      substantial cost for accountants, attorneys and others. If a decision is made
      not to pursue or otherwise participate in a specific business opportunity,
      the
      costs then previously incurred in the related investigation would not be
      recoverable. Furthermore, even if an agreement is reached for the participation
      in a specific business opportunity, including the Pending Merger, the failure
      to
      consummate that transaction may result in our loss of the related costs
      incurred.





We
      presently have no employees apart from our management. Our officers and
      directors are engaged in outside business activities and they will devote to
      our
      business very limited time until the acquisition of a successful business
      opportunity has been identified. We expect no significant changes in the number
      of our employees unless and until we consummate a business
      combination.





*The
      Pending Merger*





On
      May 7,
      2008, we entered into the Merger Agreement with each of Bixby Energy Acquisition
      Corp., a wholly-owned special-purpose acquisition subsidiary of the Company
      that
      was incorporated on April 23, 2008 (the “Company Subsidiary”), Bixby Energy
      Systems, Inc. (“Bixby”), and Robert A. Walker, the President and Chief Executive
      Officer of Bixby (“Mr. Walker”). Bixby is a greater Minneapolis, Minnesota based
      private development-stage operating company with certain exclusive rights to
      various alternative energy related and other proprietary technologies; Mr.
      Walker is the founder, President and Chief Executive Officer. Although Bixby
      generated material revenues over the past two fiscal years (periods ending
      May
      26, 2007 and May 27, 2006, respectively), it has incurred significant net losses
      for each of such years as reflected in the internally prepared and unaudited
      financial statements included in the Merger Agreement. The revenues generated
      to
      date by Bixby have all been derived from two independently operated business
      units, one of which manufactures and sells biomass-based home-heating
      appliances but which has been in a production halt and inventory
      liquidation process for over one year, and the other of which is a
      water-softener salts regional sales and distribution operation in Minnesota.
      Each of these businesses were parts of a since-abandoned business plan, and
      Bixby is currently in the process of attempting to divest itself of one or
      both
      of these businesses, including evaluating various sale options. Bixby’s current
      business plan centers around certain proprietary rights that it has obtained
      to
      certain gasification and liquefaction technologies that Bixby management
      believes hold the potential for enabling the widescale adoption and
      commercialization of coal-to-gas and coal-to-liquid fuels systems.


3


For
      many
      decades now, gasification and liquefaction technologies, including Fischer-Tropsch,
      Integrated Gasification Combined Cycle (or “IGCC”) technologies, and many
      variations on each of these, have offered the possibility of transforming
      abundant coal and other carbon-based organic feedstocks such as biomass and
      municipal solid waste into gas and liquid fuels suitable for a variety of
      purposes, including heat, transportation and electrical power generation. With
      the aim of overcoming a dependence on foreign oil being experienced by certain
      nations that have an abundance of coal within their own borders, a number of
      coal-to-gas and coal-to-liquid fuels gasification/liquefaction technologies
      in
      particular have been developed over the years, some of which are currently
      in
      the process of being commercialized, both in the United States and in other
      countries around the world. Despite these initiatives, however, and to date,
      there have been no technologies of which Bixby management is aware that enable
      the use of coal as an energy source for the industrial-scale production of
      (i)
      distributed electrical power, without materially adverse environmental
      consequences, or (ii) transportation fuels or non-electrical heat, without
      both
      economic subsidy and materially adverse environmental consequences. The specific
      economic and environmental problems associated with these technologies have
      historically included the following:





·
            *Energy
                Conversion/Output Inefficiency*–
                There is an approximate energy loss of 40-60% in burning coal because,
                among other reasons, a significant portion of the Btu’s (British thermal
                units) are being released and emitted as a result of the combustion
                process. While coal-fired power plants generally experience an energy
                loss
                of approximately 60%, most gasification and liquefaction technologies
                in
                use today are believed by Bixby management to experience losses in
                the
                range of approximately 40-50%.





·
            *Reliance
                on Limited Coal Supplies*.
                A
                vast portion of available coal supplies, including lignite and
                sub-bituminous coal, have too high a moisture content and are too
                rich in
                impurities to be able to be used as a feedstock without the introduction
                of costly drying and scrubbing processes that require the use of
                a lot of
                additional energy and that therefore have a material adverse effect
                on the
                economics involved.





·
            *Inability
                to Be Implemented on Small Scale*.
                There is an inherent necessity in relation to traditional coal
                gasification and liquefaction technologies for having to build very
                large
                scale systems/facilities with infrastructures that can cost a billion
                dollars or more in order to produce enough net energy product to
                become
                economically feasible. Further, these systems use large amounts of
                water
                and produce a large, steady stream of solid waste material known
                as “fly
                ash” that needs to be disposed of at considerable expense. As a result
                of
                these factors, the siting, regulatory and permitting process, moreover,
                tends to be relatively complex and extended for these projects as
                they go
                through planning and development prior to coming on line, adding
                significant additional cost.





·
            *Greenhouse
                Gas Emissions*.
                There are very significant C02(so-called “greenhouse gas”) emissions generated through not only the coal
                combustion but also the distillation process associated with traditional
                gasification and liquefaction technologies. While some market entrants
                have expressed an intention to apply carbon sequestration technologies
                to
                reduce or alleviate these emissions in the future, the current state
                of
                sequestration technology is believed by Bixby management to be inadequate
                to accomplish this on an industrial scale, and, in any case, it is
                expected to add significant and potentially prohibitive cost to the
                process once available.





·
            *Air
                and Water Pollution*.
                Much the same as in coal-fired power plants, the oxygen-starved coal
                combustion process associated with traditional gasification technologies
                results in a liberation and emission of mercury and sulfur, as well
                as
                heavy metal particulate such as lead and arsenic, into the atmosphere,
                contributing to both air pollution, acid rain, and water pollution.
                Although much has been done over the past few decades using smokestack
                scrubbers and other technologies to minimize the emissions of these
                environmental toxins, a threat remains.


4


The
      Bixby
      coal-to-gas and coal-to-liquid fuels gasification/liquefaction technology is
      believed by Bixby management to offer solutions to each of these problems that
      are complete in some cases and very close to complete in others. T he
      system
      gasifies coal (or other carbon based organic matter including biomass and
      municipal solid waste) through a unique non combustion-based, confined thermal
      depolymerization process that converts it into a combination of high Btu
      synthesis gas (a natural gas equivalent), on the one hand, and high quality
      activated carbon, on the other. Through a unique back-end confined thermal
      carbon refining and liquefaction process that relies in part on microwave
      technology, the activated carbon can then be converted into a low sulfur,
      relatively clean diesel or jet fuel. W hen combined
      end-to-end, the system is expected to offer widescale commercial potential
      based
      on the following attributes, none of which can be assured at this preliminary
      testing stage:





·
            *Energy
                Conversion/Output Efficiency*.
                Using bituminous coal as a feedstock, the system is believed by Bixby
                management to have only an approximately 6% energy loss in the conversion
                process (due to parasitic load drawn from the gas, the energy used
                in
                sustaining the heat of the system itself), with the remaining
                approximately 94% being transformed into a combination of saleable
                energy
                product (approximately 34% syngas and 45% diesel) and a vitrified
                glass
                ingot waste product that has been neutralized (approximately 15%).
                It is
                expected that lignite and other coal varieties with a higher moisture
                and
                impurity content will be less efficient, though not materially.





·
            *Ability
                to Use Low-Grade Coal Supplies*.
                The inherent nature of the scrubbing process utilized by the Bixby
                technology is such that the presence of impurities does not present
                the
                same or even similar downstream energy-consuming challenges that
                it does
                with other technologies. Moreover, using the Bixby system, the moisture
                content of any coal used, ordinarily a liability in relation to
                traditional coal-burning technologies, can become an asset to a certain
                degree (beyond which some drying is required) because it contributes
                hydrogen, which the system needs to maximize the quality of the gas
                produced. As a result, the system can take economic advantage of
                the least
                expensive grades of coal available, which, in certain parts of the
                world,
                including the United States, are in abundant supply.





·
            *Ability
                to be Implemented on Very Small, Modular Scale*.
                Due to efficiencies in both the front-end thermal depolymerization
                process
                that result from the non-combustion-based nature of the system and
                the
                back-endconfined
                thermal carbon refining and liquefaction process,
                the Bixby technology enables the development of energy production
                (gas,
                diesel) or electrical power plants at much lower upfront capital
                expenditure and breakeven levels than any other comparable technology.
                At
                a cost of what is expected to be less than approximately $10 million
                per
                module, each of which is expected to be capable of processing 150
                short
                tons of bituminous coal per day and each of which is expected to
                generate
                enough gas (without regard to the diesel production) to run 5MW of
                power
                plant generator or turbine capacity in a small to mid-sized gas-fired
                power plant, it is expected to be made available in a modular system
                that
                can incorporate as many, or as few, units as necessary for a given
                project. As a result, the system will be able to be located in proximity
                to need, and to be moved around, and scaled up or down strategically
                as
                required to meet changing needs. Also as a result, through the planning
                and development stages, and to come on line, the siting, regulatory
                and
                permitting process is expected to be significantly less burdensome
                for
                projects utilizing this technology. While the system is expected
                to be
                able to be used in enterprise-level industrial applications, it is
                also
                expected to be able to be used in independent gas and liquid fuel
                production and distribution applications, as well, eventually, as
                distributed electrical power generation.





·
            *Very
                Modest Greenhouse Gas Emissions*.
                The Bixby technology is a closed-loop system that, in and of itself,
                and
                based on its parasitic load, is believed by Bixby management to result
                in
                less than approximately 5% of the CO2emissions associated with coal-burning systems. The syngas that it
                produces, moreover, is a very clean, relatively high Btu product
                (over
                1,000 Btu’s per cubic foot based on the results of preliminary
                testing/analysis) that burns with approximately only 40% of the net
                CO2emissions associated with burning most grades of coal.





·
            *No
                Air or Water Pollution*.
                The Bixby technology is not believed by Bixby management to emit
                any of
                the atmospheric contaminants such as heavy metals and sulfur
                oxidesordinarily associated with comparable coal-burning technologies.
                It is
                also believed by Bixby management not to result in the discharge
                of any
                water polluting contaminants.


5


Although
      there can be no assurance, the economic opportunity afforded by the Bixby
      technology is expected to be that which is involved in taking low-grade,
      relatively inexpensive coal and converting the Btu’s contained therein, on a net
      weighted average basis, into approximately 34% high-quality synthesis gas,
      on
      the one hand, and approximately 45% diesel fuel, on the other, all on a small
      or
      large scale as needed, and all in a way that dramatically decreases the adverse
      environmental impact associated with burning coal. Although there can be no
      assurance as to future results, the results
      of preliminary testing and analysis have been interpreted by Bixby management
      to indicate
      that the combined technology system is capable of reliably yielding an output
      of
      synthesis gas and liquid diesel that, on an equivalent Btu basis, would make
      it
      a highly cost efficient energy conversion system based on recent average prices
      for each of coal, natural gas and diesel. While it is highly unlikely that
      recent average prices for each of coal, natural gas and/or diesel will be
      maintained, and it is far more likely that such prices will fluctuate
      significantly from time to time in ways that are unpredictable, the market
      price
      of coal has historically been significantly lower per MMBtu and less volatile
      than that of natural gas and/or diesel thereby suggesting a unique long-term
      economic opportunity for those capable of capitalizing upon the discrepancy
      in
      market pricing between and among these commodity energy sources by
      systematically and efficiently transforming the energy contained within coal,
      particularly lower-grade coal, into a combination of synthesis gas and diesel.
      In the final analysis, and although there can be no assurance, it is believed
      by
      management that the greater the margin at any given time between the market
      price of coal per MMBtu, on the low side, and the market prices of natural
      gas
      and diesel per MMBtu, on the high side, the greater will be the prospects for
      the Company if the Pending Merger is consummated.





Upon
      the
      terms and subject to the conditions set forth in the Merger Agreement, upon
      consummation of the Pending Merger, the Company Subsidiary will be merged with
      and into Bixby and the separate corporate existence of the Company Subsidiary
      will cease with Bixby continuing as the surviving corporation and as a
      wholly-owned subsidiary of the Company. The consideration to be paid by the
      Company in connection with the Merger shall be the issuance by the Company
      of
      (A) a number of common shares such that, collectively, the total number of
      shares of common stock outstanding immediately following consummation of the
      Merger would equal four percent (4%) of the sum of (i) the number of shares
      of
      the Company then outstanding, plus (ii) the number of shares of Bixby common
      stock then outstanding on a fully-diluted basis, and (B) such other (non common
      stock) securities of Bixby as shall be effectively equivalent in terms of
      rights, preferences and privileges as those outstanding as of the consummation
      of the Merger (collectively, the “Merger Securities”). To the extent, therefore,
      that the Merger is consummated, a change of control of the Company shall have
      occurred.





Among
      other conditions, consummation of the Merger is subject to (i) the Company’s
      preparation and filing of, and causing to be declared effective by the SEC,
      a
      registration statement on Form S-4 covering the issuance by the Company of
      all
      of the Merger Securities to Bixby securityholders, (ii) Bixby shareholder
      approval based on a recommendation by the Bixby board of directors to its
      shareholders to vote in favor of the transaction following preparation and
      delivery of an appropriate proxy statement, and (iii) no more than 20% of Bixby
      dissenting shareholders exercising their rights of appraisal.





In
      accordance with its terms, the Merger Agreement may only be terminated by Bixby
      if (i) Bixby’s stockholders shall have failed to duly approve the Pending Merger
      and the Merger Agreement within a reasonable period following good faith
      compliance by Bixby with certain of its obligations, or (ii) we breach any
      representation, warranty, covenant or agreement on our part contained in the
      Merger Agreement which breach is not curable by us through our best
      efforts and for so long as we continues to exercise such best efforts.





The
      foregoing description of the Merger Agreement does not purport to be complete
      and is qualified in its entirety by the Merger Agreement itself.





**ITEM
      1A. RISK FACTORS**





***An
      investment in the Company is highly speculative in nature and involves an
      extremely high degree of risk.***





**Risks
      Associated with Our Business and the Pending Merger**





***There
      is uncertainty as to our ability to continue as a going
      concern.***





Our
      financial statements for the period ended May 31, 2008, which are included
      in
      Item 8 of this annual report on Form 10-K, as well as the accompanying report
      of
      our independent registered public accounting firm on our financial statements,
      call into question our ability to operate as a going concern. This conclusion
      is
      based on our net losses and cash used in operations. Those factors, as well
      as
      uncertainty in securing financing for continued operations, create an
      uncertainty regarding our ability to continue as a going concern. Although
      we
      expect that we will be able to meet our expenses going forward based on loans
      and/or equity investments from shareholders or other investors, our ability
      to
      continue as a going concern will be dependent on our ability to obtain such
      financing on acceptable terms, for which there is no existing commitment and
      for
      which there can be no assurance.


6


***Our
      business will have no revenues unless and until we merge with or acquire an
      operating business.***





Since
      August 14, 2006 (inception), and as of May 31, 2008, we had incurred a net
      loss
      of $33,635. Because we do not anticipate having any revenues until such time
      as
      we consummate a business combination with an operating company that has or
      eventually develops revenues, and will likely have to finance operating expenses
      until such time as we may be able to consummate such a transaction through
      proceeds obtained from shareholder loans or sales of equity, we are likely
      to
      incur a net operating loss that will increase continuously until we are able
      to
      consummate such a transaction. There can be no assurance, however, that we
      will
      be able to consummate the Pending Merger or, alternatively, to identify a
      suitable enterprise in this regard and consummate a business combination, either
      eventually or at all.





***Our
      business is difficult to evaluate because we have no operating
      history.***





Because
      we are a development-stage company with no operating history or revenue and
      only
      minimal assets, meaningfully evaluating our prospects is uniquely challenging.
      Until such time that we are able to identify and consummate a business
      combination with an operating company, if at all, and potentially even
      thereafter to the extent that we combine with another development-stage entity,
      prospective investors will not have the benefit of being able to assess future
      operating performance on the basis of historical operating
      performance.





***It
      should not be assumed that the Pending Merger will be
      consummated.***





Among
      other conditions, consummation of the Merger is subject to (i) the preparation
      and filing, and the causing to be declared effective by the SEC, by us of a
      registration statement on Form S-4 covering the issuance by us of all of the
      Merger Securities to Bixby securityholders, (ii) Bixby shareholder approval
      based on a recommendation by the Bixby board of directors to its shareholders
      to
      vote in favor of the transaction following preparation and delivery of an
      appropriate proxy statement, and (iii) no more than 20% of Bixby dissenting
      shareholders exercising their rights of appraisal. Further, in accordance with
      its terms, the Merger Agreement may only be terminated by Bixby if (i) Bixby’s
      stockholders shall have failed to duly approve the Pending Merger and the Merger
      Agreement within a reasonable period following good faith compliance by Bixby
      with certain of its obligations, or (ii) we breach any representation,
      warranty, covenant or agreement on our part contained in the Merger
      Agreement which breach is not curable by us through our best efforts
      and for so long as we continues to exercise such best efforts. There can be
      no
      assurance that all of the conditions to closing will be satisfied or that events
      will occur that will give rise to a justified termination of the Merger
      Agreement on the part of Bixby prior to closing. In the event that some or
      all
      of the conditions to closing are not satisfied, or that events occur that give
      rise to a justified termination of the Merger Agreement on the part of Bixby
      prior to closing, the Pending Merger may not be consummated.





***If
      the Pending Merger is consummated,*** ***we may still be a development stage company, and, in any event, we will be
      an
      early-stage technology company.***





Although
      Bixby has had operations and revenues in the past, given a change in its
      business plan over the past eighteen months, Bixby is effectively a
      development-stage company insofar as (i) it is devoting substantially all of
      its
      efforts to establishing a new business and (ii) its planned principal operations
      have not yet commenced. To the extent that the Pending Merger is consummated,
      it
      is likely to occur at a point at which Bixby’s status as a development-stage
      company shall not have changed. As such, we would likely, following consummation
      of the merger, remain a development stage company and be subject to all the
      attendant risks and uncertainties associated with development-stage companies,
      including a lack of operating history upon which to meaningfully evaluate our
      prospects. In any event, even if Bixby were not a development stage company
      as
      of the point in time at which the Pending Merger is consummated, if at all,
      Bixby would, as of such time, necessarily be an early-stage technology company
      and, as such, be subject to all the attendant risks and uncertainties associated
      with early-stage technology companies, including without limitation:


7


§
            Failures
                in system performance and
                reliability;


§
            Inability
                to scale technology;


§
            Unanticipated
                costs in getting systems
                commercialized;


§
            Unanticipated
                costs in establishing potential
                markets;


§
            High
                costs of ongoing research and
                development;


§
            System
                obsolescence;


§
            Business
                model non-feasibility;


§
            Inability
                to establish potential markets;


§
            Inability
                to adequately protect intellectual
                property;


§
            Infringement
                on the intellectual property rights of
                others;


§
            Intense
                market competition from other
                technologies;


§
            Competition
                for employee talent; and


§
            Inability
                to manage rapid growth.





***If
      the Pending Merger is consummated, our business will be based on a technology
      with very limited testing, no independent verification, and no prior commercial
      history.***




Although
      our management has been told that preliminary testing results of Bixby’s
      gasification and liquefaction technology have indicated that, using bituminous
      coal, the system is capable of reliably yielding an output of synthesis gas
      and
      liquid diesel fuel that, on an equivalent Btu basis, would make it not only
      a
      cost efficient energy conversion system based on recent average prices for
      each
      of coal, natural gas and diesel fuel, but also one that releases only a
      relatively minor amount of CO 2 and no
      atmospheric contaminants such as heavy metals and sulfur oxides in the
      conversion process and is therefore environmentally favorable over many
      competitive systems, to date, the Bixby technology has not been extensively
      tested or independently evaluated and assessed, and has had no prior commercial
      history. Further, the scalability of the technology has not been demonstrated
      to
      date and remains a theoretical matter. Although continued research and
      development, and ongoing testing and independent verification processes are
      currently underway, the technology may not ultimately meet reliability,
      efficiency, scalability, or other performance targets, and its production output
      may fall short of minimally acceptable qualitative standards given benchmark
      economic objectives. If the Pending Merger is consummated, and the Bixby
      gasification and liquefaction technology system fails to consistently perform
      at
      levels that enable a cost-effective energy conversion process based on
      prevailing coal prices and corresponding energy rates, or it fails to do so
      without undesirable environmental consequences, or it cannot be scaled below
      or
      beyond certain levels, or we are unable to effectively manage the implementation
      of the technology despite its performance capabilities, our business and
      operating results are likely to be seriously harmed.





***If
      the Pending Merger is consummated, the ability of the Bixby front-end
      gasification technology to consistently produce a very high quality syngas
      and
      activated carbon without the necessity for incorporating additional downstream
      scrubbing or other processes must be verifiably achieved in order to
      meaningfully set the technology apart from other competitive technologies.***





Gasification
      technology has been reliably used on a commercial scale worldwide for more
      than
      50 years in the refining, fertilizer, and chemical industries, and for more
      than
      35 years in the electric power industry. According to statistics made available
      by the Gasification Technologies Council, an industry organization dedicated
      to
      the promotion of education in the area of gasification, there are currently
      more
      than 140 gasification plants operating worldwide (exclusive of those utilizing
      arc plasma gasification, a related technology), with 19 of those plants located
      in the United States. While the vast majority of these rely on feedstocks other
      than coal and are focused on the production of fertilizers and chemicals, not
      fuels, there are currently a growing number of facilities throughout the world
      focused on the conversion of coal to synthetic natural gas, liquid fuels and
      electrical power generation. If the Pending Merger is consummated, the ability
      of the Bixby gasification technology, using even relatively inexpensive coal
      feedstocks ( *i.e.* those
      that have relatively high impurity and moisture content), to consistently
      produce a very high quality (high Btu) syngas and activated carbon without
      the
      necessity for incorporating additional downstream scrubbing or other processes,
      must be verifiably achieved in order to meaningfully set the technology apart
      from other competitive technologies. This is true because the modularity and
      downward scalability of the technology at the core of the value proposition
      that
      it offers, which is attributable to efficiencies in the thermal depolymerization
      process that result in a relatively pure, clean product output (high Btu syngas
      and activated carbon with a higher market value) and that necessarily result
      from the non-combustion-based nature of the system, enables the development
      of
      energy production (gas, diesel) or electrical power plants at much lower upfront
      capital expenditure and breakeven levels than any other comparable technology.
      If the Pending Merger is consummated, and if the system fails to be able to
      consistently produce the high quality yield that it is believed to be able
      to
      without material design modifications, our business plan and ability to become
      a
      profitable enterprise will be called into question.


8


***If
      the Pending Merger is consummated, we will require substantial additional
      funding, and our failure to raise additional capital necessary to support and
      expand our operations could reduce our ability to compete and could harm our
      business.***





At
      May 31, 2008, we had $509 of cash and cash equivalents. If the Pending
      Merger is consummated, we will likely need to raise substantial additional
      capital in fiscal years 2009 and beyond through equity and debt financing for
      continued technology research, development and commercialization, for any
      specific projects that we determine to develop, to support possible additional
      expansion of our existing operations, and for our general and administrative
      expenses from operations. We may also need to raise funds in order to respond
      to
      competitive pressures or acquire complementary energy related products,
      services, businesses and/or technologies. We cannot assure you that any such
      financing will be available to us in the future on acceptable terms or at all.
      If the Pending Merger is consummated, and if we cannot raise required funds
      on
      acceptable terms, we may not be able to, among other things:





§
            insure
                the integrity of, and/or continue to develop, our
                technology;


§
            commercially
                exploit our technology;


§
            pursue
                existing or new plant development
                projects;


§
            maintain
                our general and administrative expenses at required levels, including
                the
                hiring and training of personnel;


§
            develop
                and expand our operations and business infrastructure;
                or


§
            respond
                to competitive pressures or unanticipated capital
                requirements.





***If
      the Pending Merger is consummated, it will expose us to risks inherent in a
      commodity business.***





Bixby’s
      business plan is focused on energy production. While part of Bixby’s business
      model is expected to involve the licensing of its technology to third parties,
      it is also (i) currently pursuing opportunities in relation to independent
      gas
      and diesel fuel production and distribution, and (ii) currently exploring
      alternatives and opportunities in relation to distributed electrical power
      generation. To the extent that the Pending Merger is consummated, and although
      management believes that the technology holds the potential for enabling Bixby
      to become a low cost producer of its various energy products, in the final
      analysis, and whether we pursue a licensing or distributed energy model, we
      will
      still be subject to a significant degree to the vagaries of the energy markets
      which are ultimately characterized by commodity pricing. While this is true
      in
      relation to the natural gas and diesel/jet fuel products, the prices of which
      can and do fluctuate regularly, it would be even more pronounced in relation
      to
      electrical energy, the price of which is particularly volatile and the
      relatively small producers of which (those with plants in the 50 MW or lower
      range) are often forced to limit operation of their plants exclusively to
      peak-load conditions when prices spike in order to maintain profitability.





***If
      the Pending Merger is consummated, it will expose us to risks associated with
      the fact that our projects will be subject to an extensive and expensive
      governmental approval process which could delay the implementation of our
      business strategy.***




Producing
      and selling gas, liquid fuels, electricity and other commodities is highly
      regulated in many markets around the world. We believe that, to the extent
      that
      the Pending Merger is consummated, our projects will be supported by the
      governmental agencies in the areas where the projects will operate because
      coal-based technologies, particularly so-called “clean coal” technologies, tend
      to be viewed favorably by most governments in areas where there is an abundance
      of coal. However, in the U.S., as well as in other markets around the world,
      including many developing markets, the regulatory environment is often uncertain
      and can change quickly, often with contradictory regulations or policy
      guidelines being issued and generally at a high economic cost. In some cases,
      government officials have different interpretations of such regulations and
      policy guidelines and project approvals that are obtained by us could later
      be
      deemed to be inadequate. Furthermore, new policy guidelines or regulations
      could
      alter applicable requirements or require that additional levels of approval
      be
      obtained, in each case adding expense. If the Pending Merger is consummated
      and
      we are unable to effectively complete the government approval process in those
      markets in which we intend to operate, our business prospects and operating
      results could be adversely affected.


9


***If
      the Pending Merger is consummated, efforts to patent critical technologies
      may
      not be successful.***





New
      patent activity from other companies could affect and alter the ability to
      obtain and/or license what Bixby believes to be its own patentable intellectual
      property. Additionally, the possibility exists that Bixby’s efforts could
      infringe on the proprietary rights of third parties. Competitive patent activity
      is always a risk, and U.S. patent applications are unpublished for at least
      one
      year. If the Pending Merger is consummated, and although the Company will seek
      to protect its rights with respect to what it believes to be its intellectual
      property, there can be no assurance that such initiatives will be successful
      or
      that, in any event, such initiatives will not divert management’s attention away
      from operational matters and indirectly result in adverse consequences to the
      Company’s financial condition and results of operation.





***If
      the Pending Merger is consummated, our business model and strategies may have
      to
      change from time to time in the pursuit of
      profitability.***





If
      the
      Pending Merger is consummated, we will still be a company in an early stage
      of
      development. Despite the fact that our proposed business strategies in such
      event will incorporate our senior management’s then-current best analysis of
      potential markets, opportunities and difficulties that face us, no assurance
      can
      be given that the underlying assumptions upon which they base their decisions
      will accurately reflect current trends in our industry or our prospective
      customers’ reaction to our products and services or that such products or
      services will be embraced, or even accepted, by the market. Our business model
      and strategies may and likely will change substantially from time to time as
      our
      senior management reassesses its opportunities from time to time and reallocates
      its resources, and any such model and/or strategies may be changed or abandoned
      at any point in the process. If the Pending Merger is consummated and we are
      unable to develop or implement any such model or strategies through our projects
      and our technology, we may never achieve profitability. And even if we do
      achieve profitability, we can predict neither its sustainability nor its
      level.





***If
      the Pending Merger is consummated, our business model may be highly capital
      intensive.***





Bixby’s
      business model for the future is currently in the research and development
      stages and, as such, undetermined. If the Pending Merger is consummated,
      therefore, there can be no assurance as to what our business model will be.
      While there is a possibility that Bixby will determine to focus on the
      exploitation of technology licensing opportunities, it is also considering
      a
      variety of other alternatives, some of which involve the development and
      operation of energy production plants, including distributed electrical power
      plants. Some contemplated business models in this regard, including the
      development and operation of distributed electrical power plants, are
      considerably more capital intensive than others. To the extent that the Pending
      Merger is consummated, then, there can be no assurance as to the degree of
      capital intensity of our business model. Although it may be possible to rely
      to
      a significant extent on debt financing over time, substantial debt financing
      is
      unlikely to be a realistic option in the near-term and a high degree of capital
      intensity could lead to the need to raise additional equity financing, thereby
      resulting in dilution to the interests of existing shareholders.


10


***If
      the Pending Merger is consummated, we may become involved in building projects
      that are subject to rigorous environmental and/or related operational
      regulations, review and approval, and there can be no assurance that we will
      be
      able to obtain such approvals, satisfy applicable requirements, or maintain
      approvals once granted.***




If
      the
      Pending Merger is consummated, we may become involved in building projects,
      including gas, liquid fuel and/or power plants, which will be subject to
      stringent laws and regulations governing the discharge of materials into the
      environment, remediation of contaminated soil and groundwater or otherwise
      relating to environmental protection. Numerous governmental agencies, such
      as
      the U.S. Environmental Protection Agency in the United States, individual
      state environmental regulatory authorities, and many others in foreign
      jurisdictions throughout the world, issue regulations to implement and enforce
      such laws, which often require difficult and costly compliance measures that
      carry substantial potential administrative, civil and criminal penalties or
      may
      result in injunctive relief for failure to comply. These laws and regulations
      may require the commissioning of environmental impact and design assessment
      reports and/or public hearings before approval of a project can be obtained
      or
      the acquisition of various permits before construction and/or operations at
      a
      facility commence (including, for example, coal handling and storage permits,
      air quality permits, wastewater runoff permits and operating permits), they
      may
      restrict the types, quantities and concentrations of various substances that
      can
      be released into the environment in connection with such activities, or limit
      or
      prohibit construction activities on certain lands lying within wilderness,
      wetlands, ecologically sensitive and/or other protected areas and they may
      impose substantial liabilities for pollution resulting from operations. While
      obtaining such approvals and permits can be a time and cost-consuming endeavor
      for any energy production related operation, the difficulty of the process
      is
      likely to be pronounced for the Company if the Pending Merger is consummated
      because Bixby’s technology is believed to be unique and not easily categorized
      for purposes of bureaucratic process and procedure. Although we expect to
      diligently seek to be in substantial compliance with current applicable
      environmental laws and regulations to the extent that the Pending Merger is
      consummated, there can be no assurance that we will not experience substantial
      delays and/or difficulties in pursuing building and related plant development
      projects due to environmental and/or related operational regulatory compliance
      or that we will not experience any material adverse effect due to compliance
      or
      non-compliance with existing environmental and/or related operational
      requirements in the future.




***If
      the Pending Merger is consummated, we may incur substantial liabilities to
      comply with climate control legislation and regulatory
      initiatives.***




Recent
      scientific studies have suggested that emissions of certain gases, commonly
      referred to as “greenhouse gases,” may be contributing to warming of the Earth’s
      atmosphere. Carbon dioxide, a byproduct of burning fossil fuels such as syngas,
      is an example of a greenhouse gas. If the Pending Merger is consummated, and
      Bixby operates plants to produce syngas and/or diesel or jet fuel, or determines
      to become an independent or other producer of electrical power, such plants
      will
      likely release a significant amount of carbon dioxide. In response to the many
      studies that have been conducted, many countries are actively considering
      legislation, and many states in the United States have already taken legal
      measures, to reduce emissions of greenhouse gases. If the Pending Merger is
      consummated, new legislation or regulatory programs that restrict emissions
      of
      greenhouse gases in areas in which we conduct business could have a material
      adverse affect on our operations, costs and ability to operate our
      plants.





***Our
      management has certain inherent conflicts of interest that may cause it to
      act
      adversely to the interests of our shareholders.***





Michael
      M. Membrado, our President, Chief Executive Officer, Chief Financial Officer,
      Secretary, Treasurer and sole director, is currently involved with other blank
      check companies that share an interest in identifying and pursuing possible
      business combinations with private operating companies. Although Mr. Membrado
      will at all times be bound by his fiduciary duties to shareholders and avoid
      situations on behalf of the Company wherein the same business opportunity is
      being pursued by the Company and any other blank check companies with which
      Mr.
      Membrado is affiliated, there can be no assurance that the existing and inherent
      conflict of interest created by Mr. Membrado’s positions in relation to the
      Company, on the one hand, and each of the other blank check companies with
      which
      he is involved, on the other, will not otherwise result in a loss of economic
      opportunity to our shareholders.





***Conflicts
      of interest may arise in connection with Mr. Membrado’s role as legal counsel to
      the Company.***





M.M.
      Membrado, PLLC, a corporate and securities law firm and an affiliate of Michael
      M. Membrado, our President, Chief Executive Officer, Chief Financial Officer,
      Secretary, Treasurer, and the record holder of 50% of our outstanding Common
      Stock, is currently acting as our legal counsel and has been doing so since
      inception. Because of a significant increase in the legal services needs of
      the
      Company at this point in time given the Pending Merger, however, and since
      May
      7, 2008, the Company has been paying M.M. Membrado, PLLC for such services
      pursuant to a formal engagement, which, prior to May 7, 2008, had not been
      the
      case. Certain economic and other conflicts of interest are now inherent in
      Mr.
      Membrado’s concurrent roles as principal in M.M. Membrado, on the one hand, and
      President, Chief Executive Officer, Chief Financial Officer, Secretary,
      Treasurer, and sole Director of the Company, on the other, which conflicts
      include but may not be limited to the following:


11


§
            despite
                Mr. Membrado’s existing role as advocate and fiduciary of the Company
                through his role as legal counsel, it is in Mr. Membrado’s personal best
                economic interests to cause us to become obligated to, and to actually,
                pay to his firm as much as possible in the form of cash fees and/or
                other
                compensation;





§
            the
                services of M.M. Membrado, PLLC, as legal counsel, and Mr. Membrado’s
                roles as President, Chief Executive Officer, Chief Financial Officer,
                Secretary, and Treasurer of the Company may, of practical necessity,
                overlap to some degree, thereby resulting in a lack of precise clarity
                as
                to whether Mr. Membrado is acting at any given time in his capacity
                as
                legal counsel, for which his firm is compensated, or as our officer,
                for
                which no compensation is currently being paid;
                and





§
            Disputes
                may arise with M.M. Membrado, PLLC as to the extent and/or the quality
                of
                services performed by it, including without limitation any disputes
                as to
                fees actually owed and/or disputes regarding potential indemnification
                of
                us by M.M. Membrado, PLLC for civil damages and/or regulatory fines
                incurred by us as a result of or otherwise in connection with any
                proceeding in which our liability arises out of any errors, omissions
                or
                misconduct allegedly or actually committed by M.M. Membrado, PLLC
                in the
                performance of its services.





Although
      we believe that (i) the rates that we are currently paying for legal services
      to
      M. M. Membrado, PLLC are consistent with what we would pay for services from
      a
      comparable firm in an arms-length transaction, (ii) that Mr. Membrado can
      effectively manage any overlap in services in such a way so as to avoid any
      inappropriate charges to our account, and (iii) that the potential for any
      disputes with M.M. Membrado, PLLC is more than offset by the practical
      advantages we currently obtain in being able to have Mr. Membrado’s firm serve
      as legal counsel, there can be no assurance that the actual and potential
      conflicts of interest which currently exist will not directly or indirectly
      result in potentially adverse economic consequences to our shareholders at
      some
      time in the future.





***Conflicts
      of interest may arise in the future in connection with our management’s
      potential participation as a service provider.***





Greyline
      Capital Advisors, LLC, a corporate finance consulting firm and an affiliate
      of
      Michael M. Membrado, our President, Chief Executive Officer, Chief Financial
      Officer, Secretary, Treasurer, and one of our major stockholders, may act as
      financial consultant to the Company or an acquisition candidate in connection
      with a potential business combination transaction and may receive a fee for
      providing such services. There can be no assurance that the potential conflicts
      of interest that would exist under such circumstances in connection with either
      the negotiation of a services agreement with Greyline Capital Advisors, LLC,
      or
      in the execution of services thereunder, would not result in potentially adverse
      economic consequences to our shareholders.





***There
      is intense competition for those private companies suitable for a merger
      transaction of the type we are pursuing.***





We
      are in
      a highly competitive market for a small number of business opportunities which
      could reduce the likelihood of consummating a successful business combination.
      We are and will continue to be an insignificant participant in the business
      of
      seeking mergers with, joint ventures with, and acquisitions of small private
      and
      public entities. A large number of established and well-financed entities,
      including small public companies and venture capital firms, are active in
      mergers and acquisitions of companies that may be desirable target candidates
      for us. Nearly all these entities have significantly greater financial
      resources, technical expertise and managerial capabilities than we do.
      Consequently, we will be at a competitive disadvantage in being able to identify
      attractive business opportunities and successfully complete a business
      combination. These competitive factors may reduce the likelihood of our
      ultimately being able to successfully identify and consummate a business
      combination.


12


***Future
      success is highly dependent on our ability to locate and attract a suitable
      business combination.***





The
      nature of our operations is highly speculative and there is a consequent risk
      of
      loss of your investment. The success of our plan of operation will depend to
      a
      great extent on the operations, financial condition and management of the
      identified business opportunity, including, if applicable, Bixby. While
      management intends to seek business combination(s) with entities having
      established operating histories to the extent that the Pending Merger is not
      consummated, we cannot assure you that we will be successful in locating
      candidates meeting that criterion. In the event we complete a business
      combination, including the Pending Merger, the success of our operations may
      be
      dependent upon management of the successor firm and numerous other factors
      beyond our reasonable control.





***Other
      than the Pending Merger, we have no existing agreement for a business
      combination or other transaction.***





Other
      than in connection with the Pending Merger, there is not currently in place
      any
      arrangement, agreement or understanding involving the Company with respect
      to
      engaging in a merger with, joint venture with, or acquisition of, a private
      or
      public entity. To the extent that the Pending Merger is not consummated, no
      assurances can be given that we will successfully identify and evaluate suitable
      alternative business opportunities or that, in any event, we will conclude
      a
      business combination. Management has not identified any particular industry
      or
      specific business within an industry for purposes of evaluation. We cannot
      guarantee that we will be able to negotiate and/or consummate a business
      combination, including the Pending Merger, on favorable terms, and there is
      consequently a risk that funds allocated to the purchase of our shares will
      not
      be invested in a company with active business operations.





***Our
      management devotes only a limited amount of time to seeking a target company
      which may adversely impact our ability to identify a suitable acquisition
      candidate.***




While
      seeking a business combination, our management devotes no more than a few hours
      per week in total to the Company’s affairs. Our officers have not entered into a
      written employment agreement with us and are not expected to do so in the
      foreseeable future. This limited commitment may adversely impact our ability
      to
      identify and consummate a successful business combination.





***The
      time and cost of preparing a private company to become a public reporting
      company may preclude us from entering into a merger or acquisition with the
      most
      attractive private companies.***





Target
      companies without previously prepared and/or audited financial statements may
      delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
      reporting companies to provide certain information about significant
      acquisitions, including certified financial statements for the company acquired,
      covering one, two, or three years, depending on the relative size of the company
      involved. The time and additional costs that may be incurred by some target
      entities to prepare these statements may significantly delay or essentially
      preclude consummation of an acquisition. Otherwise suitable acquisition
      prospects that do not have or are unable to obtain within a certain time frame
      the required audited statements may be inappropriate for acquisition so long
      as
      the reporting requirements of the Exchange Act remain applicable.





***We
      may be subject to further government regulation which would adversely affect
      our
      operations.***





Although
      we are subject to the reporting requirements under the Exchange Act, management
      does not believe that we are subject to regulation under the Investment Company
      Act of 1940, as amended (the “Investment Company Act”) since we are not engaged
      in the business of investing or trading in securities. If we engage in business
      combinations which result in our holding passive investment interests in a
      number of entities, we could be subject to regulation under the Investment
      Company Act. If this were to occur, we would be required to register as an
      investment company and could be expected to incur significant registration
      and
      compliance costs. To date, we have obtained no formal determination from the
      SEC
      as to our status under the Investment Company Act and could, therefore, be
      determined at some later date to be an unregistered investment company, which
      could subject us to significantly heightened regulatory requirements that would
      likely, in the aggregate, have material adverse consequences on our
      business.


13


***Any
      potential acquisition or merger with a foreign company may subject us to
      additional risks.***





If
      we
      enter into a business combination with a foreign company, we will be subject
      to
      risks inherent in business operations outside of the United States. These risks
      include, for example, currency fluctuations, regulatory problems, punitive
      tariffs, unstable local tax policies, trade embargoes, risks related to shipment
      of raw materials and finished goods across national borders, and cultural and
      language differences. Foreign economies may differ favorably or unfavorably
      from
      the United States economy in growth of gross national product, rate of
      inflation, market development, rate of savings, and capital investment, resource
      self-sufficiency, and balance of payments positions, and in other
      respects.





***We
      may be subject to certain tax consequences in our business, which may increase
      our cost of doing business.***





If
      we are
      unable to consummate the Pending Merger, we may not be able to structure a
      business combination to which we become a party in such a way as to result
      in
      tax-free treatment for the parties involved, which could deter third parties
      from entering into certain business combinations with us or result in us or
      our
      shareholders being taxed on consideration received in such a transaction.
      Currently, a transaction may be structured so as to result in tax-free treatment
      to both companies, as prescribed by various federal and state tax provisions.
      Although we intend to structure any business combination so as to minimize
      the
      federal and state tax consequences to both us and the target entity, including
      the Pending Merger, there can be no assurance that the business combination
      will
      meet the statutory requirements of a tax-free reorganization or that the parties
      will obtain the intended tax-free treatment upon a transfer of stock or assets.
      A non-qualifying reorganization could result in the imposition of both federal
      and state taxes that may have an adverse effect on both parties to the
      transaction.





***We
      have not conducted or otherwise obtained any market research regarding potential
      business opportunities, which may affect our ability to identify a business
      to
      merge with or acquire.***





To
      date,
      we have neither conducted nor obtained from others results of market research
      concerning prospective business opportunities. Other than the Pending Merger,
      we
      have no assurances, as a result, that market demand exists for a merger or
      acquisition as contemplated by us. Also other than the Pending Merger, our
      management has not identified any specific business combination or other
      transactions for formal evaluation by us, such that it may be expected that
      any
      such target business or transaction will present such a level of risk that
      conventional private or public offerings of securities or conventional bank
      financing will not be available. There can be no assurance that we will be
      able
      to acquire a business opportunity on terms favorable to us, including the
      Pending Merger. Decisions as to which business opportunity we will participate
      will be unilaterally made by our management, which may act without the consent,
      vote or approval of our stockholders.





**Risks
      Associated with Our Common Stock**





***There
      is currently no trading market for our common stock, and liquidity of shares
      of
      our common stock is limited.***





No
      sale
      of our shares of common stock have ever been registered under the securities
      laws of any state or other jurisdiction, and accordingly there is no public
      trading market for our common stock. Further, no public trading market is
      expected to develop in the foreseeable future unless and until we complete
      a
      business combination with an operating business and we thereafter file a
      registration statement under the Securities Act. Therefore, outstanding shares
      of our Common Stock cannot be offered, sold, pledged or otherwise transferred
      unless subsequently registered pursuant to, or exempt from registration under,
      the Securities Act and any other applicable federal or state securities laws
      or
      regulations.





Until
      recently, and still with certain restrictions, shares of common stock could
      not
      be sold under the exemptions from registration provided by Rule 144 (“Rule 144”)
      under or Section 4(1) of the Securities Act in accordance with the letter from
      Richard K. Wulff, Chief of the Office of Small Business Policy of the Securities
      and Exchange Commission’s Division of Corporation Finance, to Ken Worm of NASD
      Regulation, dated January 21, 2000 (the “Wulff Letter”). The Wulff Letter
      provides that certain private transfers of the shares of Common Stock also
      may
      be prohibited without registration under federal securities laws.  The SEC
      recently changed certain aspects of the Wulff Letter and these changes apply
      to
      our stockholders.  Since February 15, 2008, all holders of shares of common
      stock of a “shell company” have been permitted to sell their shares of common
      stock under Rule 144, subject to certain restrictions, starting one year after
      (i) the completion of a business combination with a private company in a merger
      or other transaction after which the company would cease to be a “shell company”
(as defined in Rule 12b-2 under the Exchange Act) and (ii) the disclosure of
      certain information on a Current Report on Form 8-K within four business days
      thereafter.


14


Compliance
      with the criteria for securing exemptions under federal securities laws and
      the
      securities laws of the various states is extremely complex, especially in
      respect of those exemptions affording flexibility and the elimination of trading
      restrictions in respect of securities received in exempt transactions and
      subsequently disposed of without registration under the Securities Act or state
      securities laws.





***There
      are issues impacting liquidity of our securities with respect to the SEC’s
      review of a future resale registration statement.***





Since
      our
      shares of common stock issued prior to a business combination or reverse merger
      cannot currently, nor will they for a considerable period of time after we
      complete a business combination, be available to be offered, sold, pledged
      or
      otherwise transferred without being registered pursuant to the Securities Act,
      we will likely file a resale registration statement on Form S-1, or some other
      available form, to register for resale such shares of common stock. We cannot
      control this future registration process in all respects as some matters are
      outside our control. Even if we are successful in causing the effectiveness
      of
      the resale registration statement, there can be no assurances that the
      occurrence of subsequent events may not preclude our ability to maintain the
      effectiveness of the registration statement. Any of the foregoing items could
      have adverse effects on the liquidity of our shares of common
      stock.





In
      addition, the SEC has disclosed that it has developed internal guidelines
      concerning the use of a resale registration statement to register the securities
      issued to certain investors in so-called private investment in public equity
      (“PIPE”) transactions, where the issuer has a market capitalization of less than
      $75 million and, in general, does not qualify to file a registration statement
      on Form S-3 to register its securities if the issuer’s securities are listed on
      the Over-the-Counter Bulletin Board or on the Pink Sheets. The SEC has taken
      the
      position that these smaller issuers may not be able to rely on Rule 415 under
      the Securities Act (“Rule 415”), which generally permits the offer and sale of
      securities on a continued or delayed basis over a period of time, but instead
      would require that the issuer offer and sell such securities in a direct or
      “primary” public offering, at a fixed price, if the facts and circumstances are
      such that the SEC believes the investors seeking to have their shares registered
      are underwriters and/or affiliates of the issuer.





It
      appears that the SEC in most cases will permit a registration for resale of
      up
      to one third of the total number of shares of common stock then currently owned
      by persons who are not affiliates of such issuer and, in some cases, a larger
      percentage depending on the facts and circumstances. SEC staff members also
      have
      indicated that an issuer in most cases will have to wait until the later of
      six
      months after effectiveness of the first registration, or such time as
      substantially all securities registered in the first registration are sold,
      before filing a subsequent registration on behalf of the same investors. Since,
      following a merger or business combination, we may have few or no tradable
      shares of common stock outstanding, it is unclear as to how many, if any, shares
      of common stock the SEC will permit us to register for resale, though SEC staff
      members have at times indicated a willingness to consider a higher percentage
      in
      connection with registrations following mergers with shell companies such as
      would be the case with the Company. The SEC may require as a condition to the
      declaration of effectiveness of a resale registration statement that we reduce
      or “cut back” the number of shares of common stock to be registered in such
      registration statement. The result of the foregoing is that a stockholder’s
      liquidity in our common stock may be adversely affected in the event the SEC
      requires a cutback of the securities as a condition to allow the Company to
      rely
      on Rule 415 with respect to a resale registration statement, or, if the SEC
      requires us to file a primary registration statement.


15


***We
      intend to issue more shares in a merger or acquisition, which will result in
      substantial dilution.***





Our
      Certificate of Incorporation authorizes the issuance of a maximum of
      100,000,000 shares of common stock and a maximum of 20,000,000 shares of
      preferred stock. Any merger or acquisition effected by us, including the Pending
      Merger, may result in the issuance of additional securities without stockholder
      approval and may result in substantial dilution in the percentage of our common
      stock held by our then existing stockholders. Moreover, the common stock issued
      in any such merger or acquisition transaction may be valued on an arbitrary
      or
      non-arm’s-length basis by our management, resulting in an additional reduction
      in the percentage of common stock held by our then existing stockholders. Our
      board of directors currently has the power to issue any or all of such
      authorized but unissued shares without stockholder approval. To the extent
      that
      additional shares of common stock or preferred stock are issued in connection
      with a business combination, or otherwise, dilution to the interests of our
      then
      existing stockholders will occur and the rights of the holders of common stock
      may be materially and adversely affected.





***Our
      stockholders may have a minority interest in the Company following a business
      combination.***





As
      is the
      case with the Pending Merger, if we enter into a business combination with
      a
      company with a value in excess of the value of our Company, and issue shares
      of
      our common stock to the stockholders of such company as consideration for
      merging with us, our stockholders would likely own less than 50% of the Company
      after the business combination. The stockholders of the acquired company would
      therefore be able to control the election of our board of directors and
      effectively control our Company.





***Because
      we are likely to complete a business combination through a so-called “reverse
      merger,” following such a transaction we may not be able to attract the
      attention of major brokerage firms.***




Since
      our
      business plan contemplates a privately-held business combining with us to become
      public through a so-called “reverse merger,” securities analysts of major
      brokerage firms are unlikely to provide coverage of our Company because there
      will be no incentive for them to recommend the purchase of our common stock.
      For
      this reason, no assurance can be given that brokerage firms will want to conduct
      any secondary offerings on behalf of our post-merger company in the
      future.





***Although
      we are a reporting company, our stock is not listed or traded on any securities
      exchange or quotation service and will be not for the indefinite
      future.***


While
      our
      common stock is currently registered as a class and we are a reporting company
      under the Exchange Act, it will not be until our common stock is listed on
      a
      securities exchange or quotation service that our common stock will be publicly
      trading. Because it is highly unlikely for an active trading market to develop
      in any security without it first being listed on a securities exchange or
      quotation service, it is highly unlikely that an active trading market will
      ever
      develop for our common stock before it is listed on a securities exchange or
      quotation service, which cannot be assured. Failure to develop or maintain
      an
      active trading market will restrict liquidity and generally have a negative
      effect on the value of a security. We do not expect that a listing for our
      common stock on any securities exchange or quotation service will be pursued,
      or
      that a market will be made in our common stock, unless and until we consummate
      a
      business combination with a private operating company, including, as applicable,
      the Pending Merger.





***We
      cannot assure you that our common stock will ever be listed on one of the
      national securities exchanges.***




To
      the
      extent that we consummate a business combination, including the Pending Merger,
      we may seek the listing of our common stock on NASDAQ (Global or Capital
      Markets) or the American Stock Exchange, either immediately or after some period
      of time. There can be no assurance, however, that we will be able to meet the
      initial listing standards of either of those or any other stock exchange at
      such
      time, or that we will be able to maintain a listing of our common stock on
      either of those or any other stock exchange. After completing a business
      combination, including as applicable the Pending Merger, until our common stock
      is listed on one of the national stock exchanges, for which there can be no
      assurance, we expect that our common stock would be eligible to trade on the
      OTC
      Bulletin Board (the “OTCBB”). The OTCBB, however, is not an exchange and,
      because obtaining accurate quotations as to the market value of a given security
      on the OTCBB is not always possible, and because trading of securities on the
      OTCBB is often more sporadic than the trading of securities listed on a national
      exchange (including NASDAQ Global Select, Global, or Capital Markets), sellers
      of securities traded on the OTCBB are likely to have more difficulty disposing
      of their securities than sellers of securities that are listed on a national
      exchange.


16


***We
      cannot assure you that following a business combination with an operating
      business, our common stock will not be subject to the “penny stock” regulations,
      which would likely make it more difficult to sell.***




To
      the
      extent that we consummate a business combination, including as applicable the
      Pending Merger, and our common stock becomes listed for trading on a quotation
      service, our common stock may constitute a “penny stock,” which generally is a
      stock trading under $5.00 and that is not registered on a national securities
      exchange (including NASDAQ). The SEC has adopted rules that regulate
      broker-dealer practices in connection with transactions in penny stocks. This
      regulation generally has the result of reducing trading in such stocks,
      restricting the pool of potential investors for such stocks, and making it
      more
      difficult for investors to sell their shares. Prior to a transaction in a penny
      stock, a broker-dealer is required to:




·
            deliver
                a standardized risk disclosure document that provides information
                about
                penny stocks and the nature and level of risks in the penny stock
                market;


·
            provide
                the customer with current bid and offer quotations for the penny
                stock;


·
            explain
                the compensation of the broker-dealer and its salesperson in the
                transaction;


·
            provide
                monthly account statements showing the market value of each penny
                stock
                held in the customer’s account; and


·
            make
                a special written determination that the penny stock is a suitable
                investment for the purchaser and receive the purchaser’s written agreement
                to the transaction.





These
      requirements may have the effect of reducing the level of trading activity
      in
      the secondary market for a stock that is subject to the penny stock rules.
      To
      the extent that our common stock becomes subject to the penny stock rules,
      investors in our common stock may find it more difficult to sell their shares.





***It
      is unlikely that research coverage in the aftermarket for our stock will be
      adequate to garner institutional investor support for the indefinite future.***





Because
      most institutional investors will generally only invest in securities that
      are
      followed by one or more securities analysts from major securities brokerage
      firms, and the involvement of institutional investors is generally considered
      to
      be an important factor in achieving strong aftermarket support and trading
      volume for a given security in the public markets, obtaining research coverage
      from one or more securities analysts from major securities brokerage firms
      is,
      in turn, believed by many to be an important factor in achieving strong
      aftermarket support and trading volume for a given security in the public
      markets. Analyst coverage from major securities brokerage firms, however, is
      extremely unusual for companies that are not relatively large, have not
      completed an initial public offering (an “IPO”), are not candidates for a
      registered secondary offering, and/or are not listed on NASDAQ, AMEX or the
      New
      York Stock Exchange. To the extent that we consummate a business combination,
      including as applicable the Pending Merger, and our common stock becomes listed
      for trading on the OTCBB or another quotation service, and because we are
      unlikely to meet any of these criteria, our common stock is unlikely to receive
      securities analyst research coverage from any major securities brokerage firms,
      and we cannot assure you that the lack of any such research coverage will not
      have an adverse affect at such time on the trading price of our common stock.





***If
      you require dividend income, you should not rely on an investment in our common
      stock.***  ****




We
      have
      never paid dividends on our common stock and do not presently intend to pay
      any
      dividends in the foreseeable future. We anticipate that any funds available
      for
      payment of dividends will be re-invested for the indefinite future into
      furthering the pursuit of our business objectives.


17


***We
      may engage in a transaction to cause us to repurchase shares of our common
      stock
      from existing stockholders.***





In
      order
      to provide an interest in the Company to a third party, we may choose to cause
      the Company to sell Company securities to one or more third parties, with the
      proceeds of such sale(s) being utilized by the Company to repurchase shares
      of
      common stock held by existing stockholders. As a result of such transaction(s),
      our management, stockholder(s) and board members may change.





***Our
      board of directors has broad authorization to issue preferred stock
      .***





Our
      Certificate of Incorporation authorizes the issuance of up to 20,000,000 shares
      of preferred stock with designations, rights and preferences determined from
      time to time by our board of directors. Accordingly, our board of directors
      is
      empowered, without stockholder approval, to issue preferred stock with dividend,
      liquidation, conversion, voting, or other rights which could adversely affect
      the voting power or other rights of the holders of our common stock. Under
      certain circumstances, the preferred stock could be utilized as a method of
      discouraging, delaying or preventing a change in control of the Company.
      Although we have no present intention of issuing any shares of preferred stock,
      except potentially in connection with the Pending Merger, there can be no
      assurance that we will not do so in the future.





**ITEM
      1B. UNRESOLVED STAFF COMMENTS**





Not
      applicable.





**ITEM
      2. PROPERTIES**





We
      neither rent nor own any property. We currently utilize the office space and
      equipment of M.M. Membrado, PLLC, a law firm the sole principal of which is
      Michael M. Membrado, our President, Chief Executive Officer, Chief Financial
      Officer, Secretary, Treasurer, and sole Director, on a month-to-month basis
      at
      no cost. Although there can be no assurance that such arrangement will continue
      indefinitely, we have no reason to believe at this time that any change in
      such
      arrangement that would require us to secure alternative office space is likely
      to occur in the foreseeable near-term. If we were to have to lease our own
      office space, the cost associated with doing so would likely be material to
      us,
      require additional capital resources, and have a material adverse effect on
      our
      liquidity and results of operations.





We
      currently have no policy with respect to investments or interests in real
      estate, real estate mortgages or securities of, or interests in, persons
      primarily engaged in real estate activities.





**ITEM
      3. LEGAL PROCEEDINGS.**





Presently,
      there are not any material pending legal proceedings to which we are a party
      or
      as to which any of our property is subject, and no such proceedings are known
      to
      us to be threatened or contemplated.





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





There
      are
      no items requiring disclosure hereunder.


18




**PART
      II**




**ITEM
      5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
      OF
      EQUITY SECURITIES.**





(a)  *Market
      Information*





Our
      common stock is not currently trading publicly on any stock exchange or
      over-the-counter quotation service. We are not aware of any market activity
      in
      our common stock since the date of our organization through the date of this
      filing.





(b)  *Holders*





As
      of
      August 28, 2008, there were two holders of record of a combined total of
      5,000,000 shares of our common stock.





(c)  *Dividends*





We
      have
      not paid any cash dividends to date and we do not anticipate or contemplate
      paying dividends in the foreseeable future. It is the present intention of
      our
      management to utilize all available funds in our pursuit for an appropriate
      business combination.




(d)  *Securities
      Authorized for Issuance Under Equity Compensation Plans*





There
      are
      no items requiring disclosure hereunder.




**ITEM
      6. SELECTED FINANCIAL DATA.**





As
      a
“smaller reporting company”, as defined by Rule 10(f)(1) of Regulation S-K, the
      Company is not required to provide this information.





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





We
      were
      organized as a vehicle to investigate and, if such investigation warrants,
      acquire a target company or business seeking the perceived advantages of being
      a
      publicly-held corporation. Our principal business objective for the next 12
      months and beyond such time will be to achieve long-term growth potential
      through a combination with an operating business rather than immediate
      short-term earnings. Given the Pending Merger, we have curtailed for the time
      being our efforts in seeking out alternative target companies with which to
      combine. However, to the extent that the Pending Merger is not consummated
      for
      any reason and we resume our business objectives of identifying a target company
      with which to combine, we will not restrict our potential candidate target
      companies to any specific business, industry or geographical location and may,
      as a result, acquire any type of business.





To
      date,
      the analysis of new business opportunities has been undertaken by or under
      the
      supervision of Michael M. Membrado, our sole officer and director. Until such
      time as we entered into the Merger Agreement, we had had unrestricted
      flexibility in seeking, analyzing and participating in potential business
      opportunities, and, in the event that the Pending Merger is not consummated
      for
      any reason and we resume our business objectives of identifying a target company
      with which to combine, we expect to enjoy the same unrestricted flexibility.
      In
      our efforts to analyze potential acquisition targets, we had considered, and
      will continue to consider to the extent that the Pending Merger is not
      consummated for any reason and we resume our business objectives of identifying
      a target company with which to combine, the following kinds of
      factors:





(a)
        Potential for growth, indicated by new technology, anticipated market
      expansion or new products;


19


(b)
        Competitive position as compared to other firms of similar size and
      experience within the industry segment as well as within the industry as a
      whole;





(c)
        Strength and diversity of management, either in place or scheduled for
      recruitment;





(d)
        Capital requirements and anticipated availability of required funds, to
      be provided by us or from operations, through the sale of additional securities,
      through joint ventures or similar arrangements or from other
      sources;





(e)
        The cost of participation by us as compared to the perceived tangible and
      intangible values and potentials;





(f)
        The extent to which the business opportunity can be
      advanced;





(g)
        The accessibility of required management expertise, personnel, raw
      materials, services, professional assistance and other required items;
      and





(h)
        Other relevant factors.





In
      applying the foregoing criteria, no one of which is controlling, our management
      has and will continue, to the extent the Pending Merger is not consummated
      for
      any reason and we resume our business objectives of identifying a target company
      with which to combine, to attempt to analyze all factors and circumstances
      and
      make a determination based upon reasonable investigative measures and available
      data. Potentially available business opportunities may occur in many different
      industries, and at various stages of development, all of which will make the
      task of comparative investigation and analysis of such business opportunities
      extremely difficult and complex. Due to our limited capital available for
      investigation, if the Pending Merger is not consummated for any reason and
      we
      resume our business objectives of identifying a target company with which to
      combine, we may not discover or adequately evaluate adverse facts about the
      target company with which we pursue a combination.





*Form
      of Business Combination*




To
      the
      extent that the Pending Merger is not consummated for any reason and we resume
      our business objectives of identifying a target company with which to combine,
      the manner in which we may participate in any given opportunity will depend
      upon
      the nature of the opportunity, the respective needs and desires of us and the
      promoters of the opportunity, and the negotiating strength we have relative
      to
      the other parties involved.





To
      the
      extent that the Pending Merger is not consummated for any reason and we resume
      our business objectives of identifying a target company with which to combine,
      it is likely that we will participate in a business opportunity through the
      issuance of our common stock or other securities. Although the terms of any
      such
      transaction cannot be predicted, it should be noted that, in certain
      circumstances, one of the primary factors for determining whether or not an
      acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of
      the Internal Revenue Code of 1986, as amended (the “Code”) is whether the owners
      of the acquired business own 80% or more of the voting stock of the surviving
      entity. If a transaction were structured to take advantage of these provisions
      rather than other “tax free” provisions provided under the Code, which is likely
      but by no means assured, all prior stockholders would in such circumstances
      retain 20% or less of the total issued and outstanding shares. Depending upon
      the relative negotiating strength of the parties, prior stockholders may, in
      fact, retain substantially less than 20% of the total issued and outstanding
      shares of the surviving entity. This could result in substantial dilution to
      the
      equity of those who were our stockholders prior to such
      reorganization.





Our
      present stockholders will likely not have control of a majority of our voting
      shares following a reorganization transaction, including the Pending Merger.
      As
      part of such a transaction, all or a majority of our directors may resign and
      new directors may be appointed without any vote by our
      stockholders.


20


In
      the
      case of an acquisition, the transaction may be accomplished upon the sole
      determination of management without any vote or approval by our stockholders.
      In
      the case of a statutory merger or consolidation directly involving the Company,
      it will likely be necessary to call a stockholders’ meeting and obtain the
      approval of the holders of a majority of our outstanding shares. The necessity
      to obtain such stockholder approval may result in delay and additional expense
      in the consummation of any proposed transaction and will also give rise to
      certain appraisal rights to dissenting stockholders. As is the case with the
      Pending Merger, management is likely to seek to structure any such transaction
      so as not to require stockholder approval, an objective often accomplished
      through the establishment and use of a special-purpose acquisition
      subsidiary.




It
      is
      anticipated that the investigation of specific business opportunities and the
      negotiation, drafting and execution of relevant agreements, disclosure documents
      and other instruments will require substantial management time and attention
      and
      substantial cost for accountants, attorneys and others. If a decision is made
      not to pursue or otherwise participate in a specific business opportunity,
      the
      costs then previously incurred in the related investigation would not be
      recoverable. Furthermore, even if an agreement is reached for the participation
      in a specific business opportunity, including the Pending Merger, the failure
      to
      consummate that transaction may result in our loss of the related costs
      incurred.





We
      presently have no employees apart from our management. Our officers and
      directors are engaged in outside business activities and they will devote to
      our
      business very limited time until the acquisition of a successful business
      opportunity has been identified. We expect no significant changes in the number
      of our employees unless and until we consummate a business
      combination.





*The
      Pending Merger*





On
      May 7,
      2008, we entered into the Merger Agreement with each of Bixby Energy Acquisition
      Corp., a wholly-owned special-purpose acquisition subsidiary of the Company
      that
      was incorporated on April 23, 2008 (the “Company Subsidiary”), Bixby Energy
      Systems, Inc. (“Bixby”), and Robert A. Walker, the President and Chief Executive
      Officer of Bixby (“Mr. Walker”). Bixby is a greater Minneapolis, Minnesota based
      private development-stage operating company with certain exclusive rights to
      various alternative energy related and other proprietary technologies; Mr.
      Walker is the founder, President and Chief Executive Officer. Although Bixby
      generated material revenues over the past two fiscal years (periods ending
      May
      26, 2007 and May 27, 2006, respectively), it has incurred significant net losses
      for each of such years as reflected in the internally prepared and unaudited
      financial statements included in the Merger Agreement. The revenues generated
      to
      date by Bixby have all been derived from two independently operated business
      units, one of which manufactures and sells biomass-based home-heating
      appliances but which has been in a production halt and inventory
      liquidation process for over one year, and the other of which is a
      water-softener salts regional sales and distribution operation in Minnesota.
      Each of these businesses were parts of a since-abandoned business plan, and
      Bixby is currently in the process of attempting to divest itself of one or
      both
      of these businesses, including evaluating various sale options. Bixby’s current
      business plan centers around certain proprietary rights that it has obtained
      to
      certain gasification and liquefaction technologies that Bixby management
      believes hold the potential for enabling the widescale adoption and
      commercialization of coal-to-gas and coal-to-liquid fuels systems.





Upon
      the
      terms and subject to the conditions set forth in the Merger Agreement, upon
      consummation of the Pending Merger, the Company Subsidiary will be merged with
      and into Bixby and the separate corporate existence of the Company Subsidiary
      will cease with Bixby continuing as the surviving corporation and as a
      wholly-owned subsidiary of the Company. The consideration to be paid by the
      Company in connection with the Merger shall be the issuance by the Company
      of
      (A) a number of common shares such that, collectively, the total number of
      shares of common stock outstanding immediately following consummation of the
      Merger would equal four percent (4%) of the sum of (i) the number of shares
      of
      the Company then outstanding, plus (ii) the number of shares of Bixby common
      stock then outstanding on a fully-diluted basis, and (B) such other (non common
      stock) securities of Bixby as shall be effectively equivalent in terms of
      rights, preferences and privileges as those outstanding as of the consummation
      of the Merger (collectively, the “Merger Securities”). To the extent, therefore,
      that the Merger is consummated, a change of control of the Company shall have
      occurred.


21


Among
      other conditions, consummation of the Merger is subject to (i) the Company’s
      preparation and filing of, and causing to be declared effective by the SEC,
      a
      registration statement on Form S-4 covering the issuance by the Company of
      all
      of the Merger Securities to Bixby securityholders, (ii) Bixby shareholder
      approval based on a recommendation by the Bixby board of directors to its
      shareholders to vote in favor of the transaction following preparation and
      delivery of an appropriate proxy statement, and (iii) no more than 20% of Bixby
      dissenting shareholders exercising their rights of appraisal.





In
      accordance with its terms, the Merger Agreement may only be terminated by Bixby
      if (i) Bixby’s stockholders shall have failed to duly approve the Pending Merger
      and the Merger Agreement within a reasonable period following good faith
      compliance by Bixby with certain of its obligations, or (ii) we breach any
      representation, warranty, covenant or agreement on our part contained in the
      Merger Agreement which breach is not curable by us through our best
      efforts and for so long as we continues to exercise such best efforts.





The
      foregoing description of the Merger Agreement does not purport to be complete
      and is qualified in its entirety by the Merger Agreement itself.





*Plan
      of Operation*





We
      have
      not realized any revenues from operations since August 14, 2006 (inception),
      and
      our plan of operation for the next twelve months shall be to continue our
      efforts to locate suitable acquisition candidates. The Company can provide
      no
      assurance that it can continue to satisfy its cash requirements for at least
      the
      next twelve months. It is not anticipated at present that it will experience
      any
      change in its current number of employees until such time as it may consummate
      a
      business combination.





*Comparison
      of Fiscal Periods Ended May 31, 2008 and May 31, 2007*





*Operational
      Expenses*





Total
      operating expenses were $23,965 for the fiscal period from August 14, 2006
      (inception) through May 31, 2007. Total
      operating expenses were $35,867 for the fiscal year ended May 31, 2008,
      inclusive of $27,809 in reimbursable expenses from Bixby (see discussion in *Liquidity
      and Capital Resources* below).
      In each of these years, these expenses constituted professional and related
      fees. The increase in 2008 over the previous reporting period was primarily
      attributable to expenses associated with the Pending Merger, the addition of
      legal fees, compliance with internal controls and procedures, and a somewhat
      extended reporting period.





We
      incurred a net loss of $24,282 for the fiscal period from August 14, 2006
      (inception) through May 31, 2007 and a net loss of $33,635 for the period from
      August 14, 2006 (inception) through May 31, 2008. It is management's assertion
      that these circumstances may hinder the Company's ability to continue as a
      going
      concern.





*Liquidity
      and Capital Resources*





Due
      to
      the fact that we have had no operations to date from which we derive any
      revenues, prior to May 7, 2008 and extending back to August 14, 2006
      (inception), we had been dependent on loans from existing stockholders’ to fund
      our working capital needs. Prior to May 31, 2008, we had borrowed a total of
      $32,100 from a single shareholder. Although, to date, we have generated no
      revenues at all from operations, and we do not expect to generate any revenues
      from operations absent a merger or other combination with an operating company,
      as part of the Pending Merger and pursuant to the terms of the Merger Agreement,
      Bixby agreed to pay, from and after May 7, 2008, our reasonable legal,
      accounting, independent auditing, and EDGARization service fees and expenses
      in
      connection with (a) the preparation and filing of any and all required reports
      to be filed under the Exchange Act from and after the date of the Merger
      Agreement through the earlier of (i) the consummation of the Pending Merger,
      or
      (ii) the time at which the Merger Agreement shall have been terminated, if
      at
      all, in accordance with its terms, and (b) the preparation, filing and
      dissemination of a registration statement on Form S-4 and all related federal
      and state securities law compliance associated with the Pending Merger. Given
      that these expenses are the only material expenses that we reasonably expect
      to
      incur until such time as the Pending Merger is consummated, and assuming this
      obligation is consistently honored by Bixby, we believe that that the
      overwhelming majority of our working capital needs will be met through this
      arrangement until the Pending Merger is consummated, to the extent that this
      at
      some point occurs. If the Merger Agreement is terminated for any reason, or
      Bixby fails to honor the obligation under the terms of the Merger Agreement,
      and, in any event, if there is a deficiency in our working capital needs beyond
      those amounts which Bixby is obligated to pay, it is management’s belief that it
      will become necessary to fund our working capital needs once again through
      loans
      from stockholders, or possibly from the sale of equity or debt securities to
      unrelated parties. Because there is no commitment regarding any such financing
      in the event of such a contingency, there can be no assurance that such
      financing will be available to us at or about the time it may be required,
      either on terms favorable to us or at all. And although as of the date hereof,
      our management has been told by Bixby management that Bixby has adequate
      financial resources to meet its obligations in the near-term, Bixby currently
      is
      a development-stage company in a highly capital-intensive industry with a poor
      credit-rating, and there can be no assurance of its ability to meet its
      obligations to us in accordance with the terms of the Merger Agreement.


22


At
      May
      31, 2008, we had cash of $509 and a working capital deficit of $(33,135). This
      compares to cash of $1,385 and a working capital deficit of $(23,782) at May
      31,
      2007. At May 31, 2008, our only assets consisted of $509 in cash and $27,957
      in
      accounts receivable from Bixby. Without the accounts receivable from Bixby,
      our
      working capital deficit at May 31, 2008 would have been $(61,092).





*Results
      of Operations*





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate suitable acquisition candidates and to negotiate the Pending
      Merger. No revenue from operations has been generated by the Company since
      August 14, 2006 (inception) to May 31, 2008. It is highly unlikely the Company
      will have any revenues from operations unless it is able to effect an
      acquisition, or merger with an operating company, of which there can be no
      assurance. In this regard, any revenue we derive from Bixby’s obligation to pay
      certain of our operating expenses as described under *Liquidity
      and Capital Resources* above is
      not considered revenue from operations.





Since
      August 14, 2006 (inception), selling, general and administrative expenses have
      been primarily comprised of professional and related fees associated with the
      Company registering to become publicly-traded, maintaining its internal controls
      and reporting obligations under the Exchange Act, and pursuing the Pending
      Merger. For this period, such expenses amounted to $59,832. This is comprised
      of
      $23,965 in such expenses for the period from August 14, 2006 (inception) to
      May
      31, 2007 and the amount of $35,867 in such expenses for the fiscal year ended
      May 31, 2008.





Since
      August 14, 2006 (inception), interest expense has been exclusively comprised
      of
      notes payable to stockholders for working capital loans previously made. For
      this period, such expense amounted to $1,612. This is comprised of $317 in
      interest expense for the period from August 14, 2006 (inception) to May 31,
      2007
      and an additional $1,295 in interest expense for the fiscal year ended May
      31,
      2008. The increase year over year is due primarily to the graduating amount
      of
      the balance over time.





*Off-Balance
      Sheet Arrangements*





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





*Recently
      Issued Accounting Pronouncements*




In
      March
      2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”)
      No. 161, *Disclosures
      about Derivative Instruments and Hedging Activities, an amendment of FASB
      Statement No. 133,* which
      requires additional disclosures about the objectives of the derivative
      instruments and hedging activities, the method of accounting for such
      instruments under SFAS No. 133 and its related interpretations, and a
      tabular disclosure of the effects of such instruments and related hedged items
      on our financial position, financial performance, and cash flows. SFAS
      No. 161 is effective for the Company beginning November 30, 2008.
      Management believes that, for the foreseeable future, this Statement will have
      no impact on the financial statements of the Company once
      adopted.


23


In
      September 2006, the FASB issued FASB Statement No. 157. This Statement defines
      fair value, establishes a framework for measuring fair value in generally
      accepted accounting principles (GAAP), and expands disclosures about fair value
      measurements. This Statement applies under other accounting pronouncements
      that
      require or permit fair value measurements, the Board having previously concluded
      in those accounting pronouncements that fair value is a relevant measurement
      attribute. Accordingly, this Statement does not require any new fair value
      measurements. However, for some entities, the application of this Statement
      will
      change current practices. This Statement is effective for financial statements
      for fiscal years beginning after November 15, 2007. Earlier application is
      permitted provided that the reporting entity has not yet issued financial
      statements for that fiscal year. Management believes that, for the foreseeable
      future, this Statement will have no impact on the financial statements of the
      Company once adopted.





On
      July
      13, 2006, the Financial Accounting Standards Board (FASB) issued FASB
      Interpretation No. 48, (“FIN 48”), entitled, “ *Accounting
      for Uncertainty in Income Taxes - an Interpretation of FASB Statement No.
      109* ”.
      Concurrently, FASB issued a FASB staff position (FSP) relating to income taxes,
      (FSP) No.  FAS 13-2, “ *Accounting
      for a Change or Projected Change in the Timing of Cash Flows Relating to Income
      Taxes Generated by a Leveraged Lease Transaction* .”
FASB’s
      summary of FIN 48 notes that differences between tax positions recognized in
      the
      financial statements and tax positions taken in the tax return (referred to
      commonly as “book” vs. “tax”) will generally result in: (a) an increase in
      a liability for income taxes payable or a reduction of an income tax refund
      receivable, (b) a reduction in a deferred tax asset or an increase in a
      deferred tax liability, or (c) both of the above.  FIN 48 requires the
      affirmative evaluation that it is more likely than not, based on the technical
      merits of a tax
      position, that an enterprise is entitled to economic benefits resulting from
      positions taken in income tax returns. Further,
      if a tax position does not meet the more-likely-than-not recognition threshold,
      the benefit of that position is not recognized in the financial statements.
      Additionally, FIN 48 establishes guidance for “derecognition” of previously
      recognized deferred tax items, and sets forth disclosure requirements. The
      effective date of FIN 48 is for fiscal years beginning after December 15, 2006.
      The Company does not believe that, for the foreseeable future, FIN 48, once
      adopted, will have a significant impact on its financial position, operating
      results, or cash flows.





In
      February 2007, the FASB issued FASB Statement No. 159 “ *The
      Fair Value Option for Financial Assets and Financial Liabilities—Including an
      amendment of FASB Statement No. 115* ”.
      This
      Statement permits entities to choose to measure many financial instruments
      and
      certain other items at fair value. The objective is to improve financial
      reporting by providing entities with the opportunity to mitigate volatility
      in
      reported earnings caused by measuring related assets and liabilities differently
      without having to apply complex hedge accounting provisions. This Statement
      is
      expected to expand the use of fair value measurement, which is consistent with
      the FASB’s long-term measurement objectives for accounting for financial
      instruments. This Statement applies to all entities, including not-for-profit
      organizations. Most of the provisions of this Statement apply only to entities
      that elect the fair value option. The fair value option:




·
            May
                be applied instrument by instrument, with a few exceptions, such
                as
                investments otherwise accounted for by the equity method·
            Is
                irrevocable (unless a new election date occurs)·
            Is
                applied only to entire instruments and not to portions of instruments.





This
      Statement is effective as of the beginning of an entity’s first fiscal year that
      begins after November 15, 2007. Early adoption is permitted as of the beginning
      of a fiscal year that begins on or before November 15, 2007, provided the entity
      also elects to apply the provisions of FASB Statement No. 157, “ *Fair
      Value Measurements* ”.
      No
      entity is permitted to apply this Statement retrospectively to fiscal years
      preceding the effective date unless the entity chooses early adoption. The
      choice to adopt early should be made after issuance of this Statement but within
      120 days of the beginning of the fiscal year of adoption, provided the entity
      has not yet issued financial statements, including required notes to those
      financial statements, for any interim period of the fiscal year of adoption.
      This Statement permits application to eligible items existing at the effective
      date (or early adoption date). However, the amendment to FASB Statement No.
      115,
“ *Accounting
      for Certain Investments in Debt and Equity Securities* ,”
      applies to all entities with available-for-sale and trading securities. Some
      requirements apply differently to entities that do not report net income. The
      following are eligible items for the measurement option established by this
      Statement:


24


1.
            Recognized
                financial assets and financial liabilities
                except:





a)
            An
                investment in a subsidiary that the entity is required to
                consolidate;


b)
            An
                interest in a variable interest entity that the entity is required
                to
                consolidate;


c)
            Employers’
                and plans’ obligations (or assets representing net overfunded positions)
                for pension benefits, other postretirement benefits (including health
                care
                and life insurance benefits), postemployment benefits, employee stock
                option and stock purchase plans, and other forms of deferred compensation
                arrangements, as defined in FASB Statements No. 35,*“Accounting
                and Reporting by Defined Benefit Pension Plans”*,
                No. 87,*“Employers’
                Accounting for Pensions”*,
                No. 106,*“Employers’
                Accounting for Postretirement Benefits Other Than
                Pensions”*,
                No. 112,*“Employers’
                Accounting for Postemployment Benefits”*,
                No. 123 (revised December 2004),*“Share-Based
                Payment”, No. 43, “Accounting for Compensated Absences”*,
                No. 146,*“Accounting
                for Costs Associated with Exit or Disposal Activities”*,
                and No. 158,*“Employers’
                Accounting for Defined Benefit Pension and Other Postretirement
                Plans”*,
                and APB Opinion No. 12,*“Omnibus
                Opinion—1967”*;


d)
            Financial
                assets and financial liabilities recognized under leases as defined
                in
                FASB Statement No. 13,*“Accounting
                for Leases”*(This exception does not apply to a guarantee of a third-party lease
                obligation or a contingent obligation arising from a cancelled
                lease.);


e)
            Deposit
                liabilities, withdrawable on demand, of banks, savings and loan
                associations, credit unions, and other similar depository
                institutions;


f)
            Financial
                instruments that are, in whole or in part, classified by the issuer
                as a
                component of shareholder’s equity (including “temporary equity”). An
                example is a convertible debt security with a noncontingent beneficial
                conversion feature.





2.
            Firm
                commitments that would otherwise not be recognized at inception and
                that
                involve only financial instruments;





3.
            Nonfinancial
                insurance contracts and warranties that the insurer can settle by
                paying a
                third party to provide those goods or services;
                and





4.
            Host
                financial instruments resulting from separation of an embedded
                nonfinancial derivative instrument from a nonfinancial hybrid
                instrument.





The
      fair
      value option established by this Statement permits all entities to choose to
      measure eligible items at fair value at specified election dates. A business
      entity shall report unrealized gains and losses on items for which the fair
      value option has been elected in earnings (or another performance indicator
      if
      the business entity does not report earnings) at each subsequent reporting
      date.
      A not-for-profit organization shall report unrealized gains and losses in its
      statement of activities or similar statement.





*Significant
      Accounting Estimates*





The
      preparation of financial statements in accordance with accounting principles
      generally accepted in the United
      States requires management to make estimates and assumptions that affect the
      reported amounts of assets and liabilities and disclosure of contingent assets
      and liabilities at the date of the financial statements and the reported amounts
      of revenues and expenses during the reporting periods. Significant estimates
      made by management include, but are not limited to, the amount of unbilled
      vendors payable for services performed during the reporting period. Actual
      results may differ from these estimates and assumptions.


25


*Critical
      Accounting Policies*





Income
      taxes are accounted for in accordance with SFAS No. 109, Accounting for Income
      Taxes. SFAS No. 109 requires the recognition of deferred tax assets and
      liabilities to reflect the future tax consequences of events that have been
      recognized in the Company’s financial statements or tax returns. Measurement of
      the deferred items is based on enacted tax laws. In the event the future
      consequences of differences between financial reporting bases and tax bases
      of
      the Company’s assets and liabilities result in a deferred tax asset, SFAS No.
      109 requires an evaluation of the probability of being able to realize the
      future benefits indicated by such assets. A valuation allowance related to
      a
      deferred tax asset is recorded when it is more likely than not that some or
      the
      entire deferred tax asset will not be realized.





For
      federal income tax purposes, substantially all expenses must be deferred until
      the Company commences business and then they may be written off over a 60-month
      period. These expenses will not be deducted for tax purposes and will represent
      a deferred tax asset. The Company will provide a valuation allowance in the
      full
      amount of the deferred tax asset since there is no assurance of future taxable
      income. Tax deductible losses can be carried forward under current applicable
      law for 20 years until utilized.





**ITEM
      7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK.**





As
      a
“smaller reporting company”, as defined by Rule 10(f)(1) of Regulation S-K, the
      Company is not required to provide this information.


26


**ITEM
      8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA.**




Page(s)Consolidated
                Financial Statements:Report
                of Independent Registered Public Accounting Firm
            
            F-1Consolidated
                Balance Sheets (Audited) as of May 31, 2008 and May 31,
                2007
            
            F-2Consolidated
                Statements of Operations (Audited) for the Period Ended May 31, 2008,
                for
                the Period Ended May 31, 2007, and for the Period from Inception
                (August
                14, 2006) through May 31, 2008
            
            F-3Consolidated
                Statement of Changes in Stockholders’ Deficit (Audited) for the Period
                from Inception (August 14, 2006) through May 31, 2008
            
            F-4Consolidated
                Statements of Cash Flows (Audited) for the Year Ended May 31, 2008,
                for
                the Period from Inception (August 14, 2006) to May 31, 2007, and
                for the
                Period from Inception (August 14, 2006) through May 31,
                2008
            
            F-5Notes
                to Audited Consolidated Financial Statements
            
            F-6
              to
              F-13


27


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





**To
      the Stockholders and Board of Directors**


**GCA
      I Acquisition Corp.**





We
      have
      audited the accompanying consolidated balance sheets of GCA I Acquisition Corp.
      (A Development Stage Company) as of May 31, 2008 and 2007 and the related
      consolidated statements of operations, stockholders' deficit and cash flows
      for
      the years ended May 31, 2008 and 2007 and for the period from August 14,
      2006 (Inception) to May 31, 2008. 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
      consolidated 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 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
      audits provide 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 GCA I Acquisition Corp.
      (A
      Development Stage Company) as of May 31, 2008 and 2007 and the results of their
      operations and their cash flows for the years ended May 31, 2008 and 2007 and
      for the period from August 14, 2006 (Inception) to May 31, 2008, in conformity
      with U. S. generally accepted 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. The Company has not generated
      revenue since inception on August 14, 2006 and has incurred net losses of
      $33,635 from inception through May 31, 2008. As a result, the current operations
      are not an adequate source of cash to fund future operations. These issues
      among
      others raise substantial doubt about the Company's ability to continue as a
      going concern. Management's plans in regard to these matters are also described
      in Note 1. The financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.




*/s/
                Sherb & Co., LLP**Sherb
                & Co., LLP*




*New
      York, New York*


*August
      22, 2008*





F-1




**GCA
      I ACQUISITION CORP.**


**(A
      Development Stage Company)**


**CONSOLIDATED
      BALANCE SHEETS**





May
                31,2008
            
            2007ASSETSCurrent
                assets:Cash
                and cash equivalents
            
            $
            509
            
            $
            1,385Other
                receivable
            
            
            27,957
            
            
            -Total
                current assets
            
            $
            28,466
            
            $
            1,385LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                liabilities:Accounts
                payable and accrued expenses
            
            $
            27,889
            
            $
            9,850Notes
                payable to a stockholder, including accrued interest of $1,612 and
                $317 at
                May 31, 2008 and 2007, respectively
            
            
            33,712
            
            
            15,317Total
                current liabilities
            
            
            61,601
            
            
            25,167Stockholders'
                deficitPreferred
                stock; $.0001 par value, 20,000,000 shares authorized, none issued
                and
                outstanding
            
            
            -
            
            
            -Common
                stock; $.0001 par value, 100,000,000 shares authorized, 5,000,000
                issued
                and outstanding at May 31, 2008 and 2007
            
            
            500
            
            
            500Deficit
                accumulated during the development stage
            
            
            (33,635
            )
            
            (24,282
            )Total
                stockholders' deficit
            
            
            (33,135
            )
            
            (23,782
            )Total
                liabilities and stockholders' deficit
            
            $
            28,466
            
            $
            1,385





See
      accompanying notes to consolidated financial statements


F-2




**GCA
      I ACQUISITION CORP.**


**(A
      Development Stage Company)**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**





Year ended
            
            From August 14, 2006
            
            For the period fromperiod ending
            
            (Inception)
            
            August 14, 2006 (Inception)May 31, 2008
            
            to May 31, 2007
            
            to May 31, 2008Operating
                expenses:Selling,
                general, and administrative expenses
            
            $
            35,867
            
            $
            23,965
            
            $
            59,832Reimbursed
                expenses
            
            
            (27,809
            )
            
            -
            
            
            (27,809
            )Selling,
                general, and administrative expenses, net
            
            
            8,058
            
            
            23,965
            
            
            32,023Other
                expense:Interest
                expense-related party
            
            
            1,295
            
            
            317
            
            
            1,612Net
                loss
            
            $
            (9,353
            )
            $
            (24,282
            )
            $
            (33,635
            )Basic
                and diluted earnings per common share
            
            $
            (0.00
            )
            $
            (0.00
            )Basic
                and diluted weighted average common shares outstanding
            
            
            5,000,000
            
            
            5,000,000





See
      accompanying notes to consolidated financial statements


F-3




**GCA
      I ACQUISITION CORP.**


**(A
      Development Stage Company)**


**CONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT**


**From
      August 14, 2006 (Inception) to May 31, 2008**





Accumulated DeficitCommon Stock
            
            During theShares
            
            Amount
            
            Development Stage
            
            TotalOpening
                balance, August 14, 2006 (Inception)
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -Issuance
                of common stock for cash
            
            
            5,000,000
            
            
            500
            
            
            -
            
            
            500Net
                loss
            
            
            -
            
            
            -
            
            
            (24,282
            )
            
            (24,282
            )Ending
                balance, May 31, 2007
            
            
            5,000,000
            
            
            500
            
            
            (24,282
            )
            
            (23,782
            )Net
                loss
            
            
            -
            
            
            -
            
            
            (9,353
            )
            
            (9,353
            )Ending
                balance, May 31, 2008
            
            
            5,000,000
            
            $
            500
            
            $
            (33,635
            )
            $
            (33,135
            )




See
      accompanying notes to consoldiated financial statements


F-4





**GCA
      I ACQUISITION CORP.**


**(A
      Development Stage Company)**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**





From August 14, 2006
            
            For the period fromYear ended
            
            (Inception)
            
            August 14, 2006 (Inception)May 31, 2008
            
            to May 31, 2007
            
            to May 31, 2008Cash
                flows from operating activities:Net
                loss
            
            $
            (9,353
            )
            $
            (24,282
            )
            $
            (33,635
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Changes
                in operating assets and liabilities:Accrued
                interest on promissory notes
            
            
            1,295
            
            
            317
            
            
            1,612Increase
                in other receivable
            
            
            (27,957
            )
            
            -
            
            
            (27,957
            )Decrease
                in accounts payable and accrued expenses
            
            
            18,039
            
            
            9,850
            
            
            27,889Net
                cash used in operating activities
            
            
            (17,976
            )
            
            (14,115
            )
            
            (32,091
            )Cash
                flows from financing activities:Proceeds
                from issuance of promissory notes payable to stockholder
            
            
            17,100
            
            
            15,000
            
            
            32,100Proceeds
                from issuance of shares of common stock
            
            
            -
            
            
            500
            
            
            500Net
                cash provided by financing activities
            
            
            17,100
            
            
            15,500
            
            
            32,600Net
                increase (decrease) in cash
            
            
            (876
            )
            
            1,385
            
            
            509Cash,
                beginning of period
            
            
            1,385
            
            
            -
            
            
            -Cash,
                end of period
            
            $
            509
            
            $
            1,385
            
            $
            509**Supplemental
                disclosures of cash flow information:**Cash
                paid for interest
            
            $
            -
            
            $
            -
            
            $
            -Cash
                paid for income taxes
            
            $
            -
            
            $
            -
            
            $
            -





See
      accompanying notes to consolidated financial statements


F-5




**GCA
      I ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**May
      31, 2008 and 2007**





**Note
      1 - Organization and Description of Business, Basis of Presentation and Going
      Concern**





**Organization
      and Description of Business**





GCA
      I
      Acquisition Corp. (the “Company”), a development stage company as defined in
      Financial Accounting Standards Board Statement No. 7, was formed in Delaware
      on
      August 14, 2006. The Company’s fiscal year end is May 31.





The
      Company’s primary purpose is to acquire an operating business. The Company has
      identified a acquisition target but has not consummated any transactions yet.
      In
      this regard, the Company is a “blank check” company, which the SEC defines as “a
      development stage company” that has no specific business plan or purpose, or
      which has indicated that its business plan is to engage in a merger or
      acquisition with an unidentified company or companies, or other entity or
      person; and is issuing “penny stock”, as defined in Rule 3a51-1 under the
      Securities and Exchange Act of 1934. Many states have enacted statutes, rules
      and regulations limiting the sale of securities of “blank check” companies in
      their respective jurisdictions. Management does not intend to undertake any
      efforts to cause a market to develop in its securities, either debt or equity,
      until such time as the Company concludes a business combination, to the extent
      that occurs.





The
      Company was organized as a vehicle to investigate and, if such investigation
      warrants, acquire a target company or business seeking the perceived advantages
      of being a publicly held corporation and, to a lesser extent, that desires
      to
      employ the Company’s funds in its business. The Company’s principal business
      objective for the next 12 months and beyond such time will be to achieve
      long-term growth potential through a combination with a business rather than
      immediate, short-term earnings. The Company will not restrict its potential
      candidate target companies to any specific business, industry or geographical
      location and, thus, may acquire any type of business. The analysis of new
      business opportunities will be undertaken by or under the supervision of the
      officers and directors of the Company.





**Merger
      & Acquisition**





On
      May 7,
      2008, the Company entered into the Merger Agreement with each of Bixby Energy
      Acquisition Corp., a wholly-owned special-purpose acquisition subsidiary of
      the
      Company that was incorporated on April 23, 2008 (the “Company Subsidiary”),
      Bixby Energy Systems, Inc. (“Bixby”), and the President and Chief Executive
      Officer of Bixby (“Mr. Walker”).  Bixby is a greater Minneapolis, Minnesota
      based private development-stage operating company with certain exclusive rights
      to various alternative energy related and other proprietary technologies. 
Although Bixby generated material revenues over the past two fiscal years
      (periods ending May 26, 2007 and May 27, 2006, respectively), it has incurred
      significant net losses for each of such years as reflected in the internally
      prepared and unaudited financial statements included in the Merger
      Agreement.  The revenues generated to date by Bixby have all been derived
      from two independently operated business units, one of which manufactures
      and sells biomass-based home-heating appliances but which has
      been in a production halt and inventory liquidation process for over one year,
      and the other of which is a water-softener salts regional sales and
      distribution operation in Minnesota.  Each of these businesses were parts
      of a since-abandoned business plan, and Bixby is currently in the process of
      attempting to divest itself of one or both of these businesses, including
      evaluating various sale options.  Bixby’s current business plan centers
      around certain proprietary rights that it has obtained to certain gasification
      and liquefaction technologies that Bixby management
      believes hold the potential for enabling the widescale adoption and
      commercialization of coal-to-gas and coal-to-liquid fuels
      systems.


F-6


**GCA
      I ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**May
      31, 2008 and 2007**





**Note
      1 - Organization and Description of Business, Basis of Presentation and Going
      Concern**




Upon
      the
      terms and subject to the conditions set forth in the Merger Agreement, upon
      consummation of the Pending Merger, the Company Subsidiary will be merged with
      and into Bixby and the separate corporate existence of the Company Subsidiary
      will cease with Bixby continuing as the surviving corporation and as a
      wholly-owned subsidiary of the Company.  The consideration to be paid by
      the Company in connection with the Merger shall be the issuance by the Company
      of (A) a number of common shares such that, collectively, the total number
      of
      shares of common stock outstanding immediately following consummation of the
      Merger would equal four percent (4%) of the sum of (i) the number of shares
      of
      the Company then outstanding, plus (ii) the number of shares of Bixby common
      stock then outstanding on a fully-diluted basis, and (B) such other (non common
      stock) securities of Bixby as shall be effectively equivalent in terms of
      rights, preferences and privileges as those outstanding as of the consummation
      of the Merger (collectively, the “Merger Securities”). To the extent, therefore,
      that the Merger is consummated, a change of control of the Company shall have
      occurred.




Among
      other conditions, consummation of the Merger is subject to (i) the Company’s
      preparation and filing of, and causing to be declared effective by the SEC,
      a
      registration statement on Form S-4 covering the issuance by the Company of
      all
      of the Merger Securities to Bixby security holders, (ii) Bixby shareholder
      approval based on a recommendation by the Bixby board of directors to its
      shareholders to vote in favor of the transaction following preparation and
      delivery of an appropriate proxy statement, and (iii) no more than 20% of Bixby
      dissenting shareholders exercising their rights of appraisal.




In
      accordance with its terms, the Merger Agreement may only be terminated by Bixby
      if (i) Bixby’s stockholders shall have failed to duly approve the Pending Merger
      and the Merger Agreement within a reasonable period following good faith
      compliance by Bixby with certain of its obligations, or (ii) we breach any
      representation, warranty, covenant or agreement on our part contained in the
      Merger Agreement which breach is not curable by us through our best
      efforts and for so long as we continues to exercise such best
      efforts.




**Basis
      of Presentation and Going Concern**




The
      Company’s financial statements have been presented on the basis that it is a
      going concern, which contemplates the realization of assets and the satisfaction
      of liabilities in the normal course of business. The Company is in the
      development stage and has not earned any revenues from operations to date.
      These
      conditions raise substantial doubt about its ability to continue as a going
      concern.





The
      Company has not generated revenue since its inception on August 14, 2006 and
      has
      incurred net losses of $9,353 for the year ended May 31, 2008. As a result,
      its
      current operations are an inadequate source of cash to fund future operations.
      The report of the Company’s independent registered public accounting firm in
      relation to the Company’s financial statements for the year ended May 31, 2008
      contains an explanatory paragraph regarding the Company’s ability to continue as
      a going concern based upon its net losses and cash used in operations. The
      company’s ability to continue as a going concern is dependent upon its ability
      to obtain the necessary financing to meet its obligations and repay its
      liabilities when they become due and to generate profitable operations in the
      future. The Company plans to continue to provide for its capital requirements
      through the sale of equity securities and debt, however, it has no firm
      commitments from any third party to provide this financing and it cannot provide
      any assurance that it will be successful in raising working capital as needed.
      There are no assurances that it will have sufficient funds to execute its
      business plan, pay its obligations as they become due or generate positive
      operating results.


F-7


**GCA
      I ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**May
      31, 2008 and 2007**





**Note
      1 - Organization and Description of Business, Basis of Presentation and Going
      Concern - Continued**





**Basis
      of Presentation and Consolidation**





The
      accompanying consolidated financial statements present the results of operations
      of its wholly-owned subsidiary for the period from April 23, 2008 to May 31,
      2008. All material inter-company accounts and transactions between the Company
      and its subsidiary have been eliminated in consolidation.





**Note
      2 - Summary of Significant Accounting Policies**





**Cash
      and Cash Equivalents**





Cash
      and
      cash equivalents consist primarily of cash in banks. The Company considers
      cash
      equivalents to include all highly liquid investments with original maturities
      of
      three months or less to be cash equivalents.


**Development
      Stage**





The
      Company’s primary purpose for the time being is to acquire an operating
      business. The Company spends most of its time in assessing acquisition
      targets.


**Concentration
      of Credit Risks**





The
      Company is subject to concentrations of credit risk primarily from accounts
      receivable.





At
      May
      31, 2008, the Company's accounts receivable is entirely due from an acquisition
      target, which is located in the United States.




**Accounts
      Receivable and Reimbursements**





Accounts
      receivable consists of administrative expenses incurred by the Company and
      reimbursable by an acquisition target. The matching reimbursement is recorded
      as
      a contra-expense in the accompanying financial statements.


F-8


**GCA
      I ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**May
      31, 2008 and 2007**





**Note
      2 - Summary of Significant Accounting Policies - Continued**





**Fair
      Value of Financial Instruments**





The
      carrying value of cash and cash equivalents, accounts payable and accrued
      expenses, and notes payable to a stockholder approximate their fair value due
      to
      their short-term maturities.





**Income
      Taxes**





Income
      taxes are accounted for in accordance with SFAS No. 109, Accounting for Income
      Taxes. SFAS No. 109 requires the recognition of deferred tax assets and
      liabilities to reflect the future tax consequences of events that have been
      recognized in the Company’s financial statements or tax returns. Measurement of
      the deferred items is based on enacted tax laws. In the event the future
      consequences of differences between financial reporting bases and tax bases
      of
      the Company’s assets and liabilities result in a deferred tax asset, SFAS No.
      109 requires an evaluation of the probability of being able to realize the
      future benefits indicated by such assets. A valuation allowance related to
      a
      deferred tax asset is recorded when it


is
      more
      likely than not that some or the entire deferred tax asset will not be realized.





For
      federal income tax purposes, substantially all expenses must be deferred until
      the Company commences business and then they may be written off over a 60-month
      period. These expenses will not be deducted for tax purposes and will represent
      a deferred tax asset. The Company will provide a valuation allowance in the
      full
      amount of the deferred tax asset since there is no assurance of future taxable
      income. Tax deductible losses can be carried forward under current applicable
      law for 20 years until utilized.




**Use
      of Estimates**




The
      preparation of financial statements in accordance with accounting principles
      generally accepted in the United
      States requires management to make estimates and assumptions that affect the
      reported amounts of assets and liabilities and disclosure of contingent assets
      and liabilities at the date of the financial statements and the reported amounts
      of revenues and expenses during the reporting periods. Significant estimates
      made by management include, but are not limited to, the amount of unbilled
      vendors payable for services performed during the reporting period. Actual
      results may differ from these estimates and assumptions.





**Basic
      and Diluted Earnings per Common Share**





Basic
      earnings per common share are calculated by dividing income available to
      stockholders by the weighted-average number of common shares outstanding during
      each period. Diluted earnings per share are computed using the weighted average
      number of common shares outstanding plus the dilutive effects of outstanding
      options and warrants to acquire common shares during the period. In loss
      periods, dilutive common equivalent shares are excluded because the effect
      would
      be anti-dilutive. The Company had not issued any dilutive common share
      equivalents at May 31, 2008


F-9


**GCA
      I ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**May
      31, 2008 and 2007**





**Note
      2 - Summary of Significant Accounting Policies – Continued**





**Accounts
      Payable and Accrued Expenses**




Accounts
      payable and accrued expenses at May 31, 2008 consisted primarily of accrued
      professional fees.




**Related
      Party Transactions**




At
      May
      31, 2008, the Company owed $7,312 to a law firm for services rendered. The
      law
      firm is related to the Company by means of common ownership and
      management.





The
      Company neither owns nor leases any real or personal property. Most office
      services are provided without charge by our sole officer and director. Such
      costs are immaterial to the financial statements and accordingly, have not
      been
      reflected therein.





Our
      sole
      officer and director is involved in other business activities and may in the
      future become involved in other business pursuits when opportunities present
      themselves. As a result of these other activities, such persons may face a
      conflict in selecting between the Company and their other business interests.
      The Company has not formulated a policy for the resolution of such
      conflicts.





At
      May
      31, 2008, the Company had issued notes payable aggregating $32,100 to a major
      stockholder. The notes bear interest at 4.75% per annum. The notes are payable
      on or before the first day upon which the Company receives proceeds from equity
      investments aggregating at least $250,000. Any overdue principal bears interest
      at 15% per annum and is payable on demand. The accrued interest expense related
      to these notes amounted to $1,612 at May 31, 2008.





**Recent
      Accounting Pronouncements**




In
      March
      2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”)
      No. 161, *Disclosures
      about Derivative Instruments and Hedging Activities, an amendment of FASB
      Statement No. 133,* which
      requires additional disclosures about the objectives of the derivative
      instruments and hedging activities, the method of accounting for such
      instruments under SFAS No. 133 and its related interpretations, and a
      tabular disclosure of the effects of such instruments and related hedged items
      on our financial position, financial performance, and cash flows. SFAS
      No. 161 is effective for the Company beginning November 30, 2008.
      Management believes that, for the foreseeable future, this Statement will have
      no impact on the financial statements of the Company once adopted.





In
      September 2006, the Financial Accounting Standards Board issued FASB Statement
      No. 157. This Statement defines fair value, establishes a framework for
      measuring fair value in generally accepted accounting principles (GAAP), and
      expands disclosures about fair value measurements. This Statement applies under
      other accounting pronouncements that require or permit fair value measurements,
      the Board having previously concluded in those accounting pronouncements that
      fair value is a relevant measurement attribute. Accordingly, this Statement
      does
      not require any new fair value measurements. However, for some entities, the
      application of this Statement will change current practices. This Statement
      is
      effective for financial statements for fiscal years beginning after November
      15,
      2007. Earlier application is permitted provided that the reporting entity has
      not yet issued financial statements for that fiscal year. Management believes
      this Statement will have no impact on the financial statements of the Company
      once adopted.


F-10


**GCA
      I ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**May
      31, 2008 and 2007**





**Note
      2 - Summary of Significant Accounting Policies - Continued**





In
      February 2007, the FASB issued FASB Statement No. 159 “The Fair Value Option for
      Financial Assets and Financial Liabilities—Including an amendment of FASB
      Statement No. 115”. This Statement permits entities to choose to measure many
      financial instruments and certain other items at fair value. The objective
      is to
      improve financial reporting by providing entities with the opportunity to
      mitigate volatility in reported earnings caused by measuring related assets
      and
      liabilities differently without having to apply complex hedge accounting
      provisions. This Statement is expected to expand the use of fair value
      measurement, which is consistent with the FASB’s long-term measurement
      objectives for accounting for financial instruments. This Statement applies
      to
      all entities, including not-for-profit organizations. Most of the provisions
      of
      this Statement apply only to entities that elect the fair value option. However,
      the amendment to FASB Statement No. 115, “Accounting for Certain Investments in
      the Debt and Equity Securities,” applies to all entities with available-for-sale
      and trading securities. Some requirements apply differently to entities that
      do
      not report net income. The following are eligible items for the measurement
      option established by this Statement:





·
            Recognized
                financial assets and financial liabilities except:·
            An
                investment in a subsidiary that the entity is required to consolidate·
            An
                interest in a variable interest entity that the entity is required
                to
                consolidate·
            Employers’
                and plans’ obligations (or assets representing net overfunded positions)
                for pension benefits, other postretirement benefits (including health
                care
                and life insurance benefits), postemployment benefits, employee stock
                option and stock purchase plans, and other forms of deferred compensation
                arrangements, as defined in FASB Statements No. 35, “Accounting and
                Reporting by Defined Benefit Pension Plans”, No. 87, “Employers’
                Accounting for Pensions”, No. 106, “Employers’ Accounting for
                Postretirement Benefits Other Than Pensions”, No. 112, “Employers’
                Accounting for Postemployment Benefits”, No. 123 (revised December 2004),
                “Share-Based Payment”, No. 43, “Accounting for Compensated Absences”,
                No. 146, “Accounting for Costs Associated with Exit or Disposal
                Activities”, and No. 158, “Employers’ Accounting for Defined Benefit
                Pension and Other Postretirement Plans”, and APB Opinion No. 12, “Omnibus
                Opinion—1967”·
            Financial
                assets and financial liabilities recognized under leases as defined
                in
                FASB Statement No. 13, “Accounting for Leases” (This exception does not
                apply to a guarantee of a third-party lease obligation or a contingent
                obligation arising from a cancelled lease.)·
            Deposit
                liabilities, withdrawable on demand, of banks, savings and loan
                associations, credit unions, and other similar depository institutions·
            Financial
                instruments that are, in whole or in part, classified by the issuer
                as a
                component of shareholder’s equity (including “temporary equity”). An
                example is a convertible debt security with a noncontingent beneficial
                conversion feature.·
            Firm
                commitments that would otherwise not be recognized at inception and
                that
                involve only financial instruments·
            Nonfinancial
                insurance contracts and warranties that the insurer can settle by
                paying a
                third party to provide those goods or services·
            Host
                financial instruments resulting from separation of an embedded
                nonfinancial derivative instrument from a nonfinancial hybrid
                instrument.





F-11


**GCA
      I ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**May
      31, 2008 and 2007**





**Note
      2 - Summary of Significant Accounting Policies- Continued**





The
      fair
      value option established by this Statement permits all entities to choose to
      measure eligible items at fair value at specified election dates. A business
      entity shall report unrealized gains and losses on items for which the fair
      value option has been elected in earnings (or another performance indicator
      if
      the business entity does not report earnings) at each subsequent reporting
      date.
      A not-for-profit organization shall report unrealized gains and losses in its
      statement of activities or similar statement.





The
      fair
      value option:




·
            May
                be applied instrument by instrument, with a few exceptions, such
                as
                investments otherwise accounted for by the equity method·
            Is
                irrevocable (unless a new election date occurs)·
            Is
                applied only to entire instruments and not to portions of instruments.





This
      Statement is effective as of the beginning of an entity’s first fiscal year that
      begins after November 15, 2007. Early adoption is permitted as of the beginning
      of a fiscal year that begins on or before November 15, 2007, provided the entity
      also elects to apply the provisions of FASB Statement No. 157, “Fair Value
      Measurements”. No entity is permitted to apply this Statement retrospectively to
      fiscal years preceding the effective date unless the entity chooses early
      adoption. The choice to adopt early should be made after issuance of this
      Statement but within 120 days of the beginning of the fiscal year of adoption,
      provided the entity has not yet issued financial statements, including required
      notes to those financial statements, for any interim period of the fiscal year
      of adoption. This Statement permits application to eligible items existing
      at
      the effective date (or early adoption date). Management believes this statement
      will have no impact on the financial statements of the Company once
      adopted.




The
      financial Accounting Standards Board (FASB) issued FASB Statement No. 141 (R)
      (revised 2007), *Business
      Combinations,* and No.
      160, *Noncontrolling
      Interests in Consolidated Financial Statements.* Statement 141(requires the acquiring entity in a business combination to
      recognize all (and only) the assets acquired and liabilities assumed in the
      transaction; establishes the acquisition-date fair value as the measurement
      objective for all assets acquired and liabilities assumed; and requires the
      acquirer to disclose to investors and other users all of the information they
      need to evaluate and understand the nature and financial effect of the business
      combination. FASB No.141 R is effective for fiscal years beginning after
      December 15, 2008. The Company does not believe that FAS No. 141 R will have
      any
      impact on its financial statements.




F-12




**GCA
      I ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**May
      31, 2008 and 2007**





**Note
      2 - Summary of Significant Accounting Policies- Continued**




The
      FASB
      issued FASB Statement No. 160, *Noncontrolling
      Interests in Consolidated Financial Statements.* Statement
      160 requires all entities to report noncontrolling (minority) interests in
      subsidiaries in the same way—as equity in the consolidated financial statements.
      Moreover, Statement 160 eliminates the diversity that currently exists in
      accounting for transactions between an entity and noncontrolling interests
      by
      requiring they be treated as equity transactions. FASB No.160 is effective
      for
      fiscal years beginning after December 15, 2008. The Company does not believe
      that FAS No. 160 will have any impact on its financial statements.





**Note
      3 - Stockholders’ Deficit**





**Common
      Stock**





The
      Company is authorized to issue 100,000,000 shares of common stock. On August
      14,
      2006, the Company issued 5,000,000 shares of its common stock pursuant to a
      private placement offering generating proceeds of $500.





**Preferred
      Stock**





The
      Company is authorized to issue 20,000,000 shares of preferred stock with such
      designations, voting and other rights and preferences as may be determined
      from
      time to time by the Board of Directors.





**Note
      4 - Income Tax**





Deferred
      income taxes reflect the net tax effect of temporary differences between the
      carrying amounts of assets and liabilities for financial reporting purposes
      and
      the amounts used for income tax purposes. The
      Company uses the accrual basis for preparing their financials, and the cash
      basis for preparing their tax returns. At May 31, 2008, the Company has no
      net
      operating losses for federal income tax purposes.Significant components
      of the net deferred taxes, at May 31, 2008 and 2007 are as follows:





2007
              
              2006Deferred
                  tax assets:
              
              $
              12,737
              
              $
              5,628Capitalized
                  start-up costs
              
              $
              675
              
              $
              4,054Less
                  valuation allowance
              
              
              (13,412
              )
              
              (9,682
              )Total
                  net deferred tax assets:
              
              $
              -
              
              $
              -





SFAS
      No.
      109 requires a valuation allowance to reduce the deferred tax assets reported,
      if any, based on the weight of the evidence, if it is more likely than not
      that
      some portion or all of the deferred tax assets will not be realized. Management
      has determined that a valuation allowance of $13,412 and $9,682 at May 31,
      2008
      and 2007, respectively, is necessary to reduce the deferred tax assets to the
      amount that will more likely than not be realized.





The
      federal statutory tax rate reconciled to the effective tax rate during 2007
      and
      2006 is as follows:




2007
            
            2006Tax
                at U.S. statutory rate:
            
            
            35.0
            %
            
            35.0
            %State
                tax rate, net of federal benefits
            
            
            4.9
            
            
            4.9Change
                in valuation allowance
            
            
            (39.9
            )
            
            (39.9
            )Effective
                tax rate
            
            
            0.0
            %
            
            0.0
            %


F-13




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





There
      are
      not currently and have not been any disagreements between us and our accountants
      on any matter of accounting principles, practices or financial statement
      disclosure.





**ITEM
      9A. CONTROLS AND PROCEDURES.**





Not
      applicable.





**ITEM
      9A(T). CONTROLS AND PROCEDURES.**





*Evaluation
      of Disclosure Controls and Procedures*





As
      of May
      31, 2008, our management, consisting of our Chief Executive Officer and our
      Chief Financial Officer, evaluated the effectiveness of our disclosure controls
      and procedures pursuant to Rule 13a-15(b) promulgated under the Exchange Act.
      Based upon that evaluation, our Chief Executive Officer and Chief Financial
      Officer concluded that, as of May 31, 2008, our disclosure controls and
      procedures were effective in ensuring that material information required to
      be
      disclosed in the reports that we file or submit under the Exchange Act is
      recorded, processed, summarized and reported within the time periods specified
      in the Securities and Exchange Commission’s rules and forms, including ensuring
      that such material information is accumulated and communicated to our President
      and our Chief Financial Officer, as appropriate to allow timely decisions
      regarding required disclosure.





*Changes
      in Internal Control Over Financial Reporting*





During
      the quarter ended May 31, 2008, and other than the
      adoption of a formal written statement of accounting policies and procedures,
      a
      formal written Board of Directors’ financial reporting matters charter, a formal
      written statement of disclosure policies and procedures, a formal written code
      of business conduct and ethics, and a formal written statement of whistleblower
      policies and procedures, there
      were no changes in our internal control over financial reporting that have
      materially affected, or are reasonably likely to materially affect, our internal
      control over financial reporting.





*Management’s
      Annual Report on Internal Control Over Financial Reporting*





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting as such term is defined in Exchange Act Rule
      13a-15(f). Our internal control system was designed to provide reasonable
      assurance to our management and the Board of Directors regarding the preparation
      and fair presentation of published financial statements. All internal control
      systems, no matter how well designed have inherent limitations. Therefore,
      even
      those systems determined to be effective can provide only reasonable assurance
      with respect to financial statement preparation and presentation. Our management
      assessed the effectiveness of our internal control over financial reporting
      as
      of May 31, 2008. In making this assessment, our management used the criteria
      set
      forth by the Committee of Sponsoring Organizations of the Treadway Commission
      (“COSO”) in Internal Control – Integrated Framework - Guidance for Smaller
      Public Companies (the COSO criteria). Based on our assessment we believe that,
      as of May 31, 2008, our internal control over financial reporting is effective
      based on those criteria.





This
      annual report does not include an attestation report of our registered public
      accounting firm regarding internal control over financial reporting. Our
      management's report was not subject to attestation by our registered public
      accounting firm pursuant to temporary rules of the Securities and Exchange
      Commission that permit us to provide only management's report in this annual
      report.





**ITEM
      9B. OTHER INFORMATION.**





There
      are
      no items requiring disclosure hereunder.


28


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





(a)  *Identification
      of Directors and Executive Officers* .
      The
      following table sets forth certain information regarding the Company’s directors
      and executive officers for the fiscal year ended May 31, 2008:




Name
            
            Age
            
            Position
            
            TermMichael
                M. Membrado
            
            46
            
            President,
                CEO, CFO, Secretary, Treasurer, Director
            
            August
                14, 2006 through Present





**Michael
      M. Membrado, President, Chief Executive Officer, Chief Financial Officer,
      Secretary, Treasurer and Director.** Mr.
      Membrado has served as President, Chief Executive Officer, Chief Financial
      Officer, Secretary, Treasurer and Director of the Company since its inception.
      Mr. Membrado is currently a practicing attorney in the law firm of M.M.
      Membrado, PLLC, a boutique firm in New York that focuses exclusively on
      corporate finance, securities, M&A and related transactional matters for
      small to mid-size private and public companies. He has been a principal in
      this
      firm, as well as a predecessor firm, Membrado & Montell, LLP, since 2000.
      Prior to that, he was the corporate securities partner in the New York law
      firm
      now known as Tarter, Krinsky & Drogin, LLP. In addition to serving as
      principal in M.M. Membrado, PLLC, Mr. Membrado is also currently the Managing
      Director and sole principal of Greyline Capital Advisors, LLC, a corporate
      finance consulting firm. Additionally, Mr. Membrado serves as President, Chief
      Executive Officer, Chief Financial Officer, Secretary, Treasurer and director
      of
      each of GCA II Acquisition Corp., which is a blank check SEC reporting company.





The
      term
      of office of our directors expires at our annual meeting of stockholders or
      at
      the point at which their successors are duly qualified and elected.





(b)  *Significant
      Employees*





There
      are
      no persons other than our executive officers who are expected by us to make
      a
      significant contribution to our business.





(c)  *Family
      Relationships*





There
      are
      no family relationships of any kind among our directors, executive officers,
      or
      persons nominated or chosen by us to become directors or executive
      officers.





(d)  *Involvement
      in Certain Legal Proceedings*





There
      have been no events under any bankruptcy act, no criminal proceedings and no
      judgments, injunctions, orders or decrees material to the evaluation of the
      ability and integrity of any director, executive officer, promoter or control
      person of Registrant during the past five years.





*Compliance
      with Section 16(a) of the Exchange Act*





Section 16(a)
      of the Exchange Act requires the Company’s directors and officers, and persons
      who beneficially own more than 10% of a registered class of the Company’s equity
      securities, to file reports of beneficial ownership and changes in beneficial
      ownership of the Company’s securities with the SEC on Forms 3, 4 and 5.
      Officers, directors and greater than 10% stockholders are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) forms
      they file.





Based
      solely on the Company’s review of the copies of the forms received by it during
      the fiscal year ended May 31, 2008 and written representations that no
      other reports were required, the Company believes that no person who, at any
      time during such fiscal year, was a director, officer or beneficial owner of
      more than 10% of the Company’s Common Stock failed to comply with all
      Section 16(a) filing requirements during such fiscal year.


29


*Code
      of Ethics*





As
      of May
      31, 2008, we adopted a Code of Business Conduct and Ethics that applies to
      our
      principal executive officer, principal financial officer, principal accounting
      officer or controller, or persons performing similar functions, which Code
      of
      Business Conduct and Ethics is filed with this Annual Report on Form 10-K as
      Exhibit 14.1.





*Nominating
      Committee*





We
      have
      not adopted any procedures by which security holders may recommend nominees
      to
      our Board of Directors.





*Audit
      Committee*





Our
      board
      of directors acts as our audit committee. We do not have a qualified financial
      expert at this time because we have insufficient financial resources to hire
      such an individual. Although there can be no assurance, it is expected that,
      at
      or following the time of a business combination with an operating company,
      we
      will be able to identify and retain a qualified financial expert to serve in
      this capacity.





**ITEM
      11. EXECUTIVE COMPENSATION**





The
      following table sets forth the cash compensation paid by the Company to its
      President and all other executive officers who earned annual compensation
      exceeding $100,000 for services rendered during the fiscal year ended May 31,
      2008.





Name
                and Position
            
            Year
            
            Total CompensationMichael
                M. Membrado, President, CEO, CFO, Secretary, Treasurer,
                Director
            
            
            2008
            
            $
            7,312*2007
            
            
            None





* Mr.
      Membrado does not receive any salary for his services. As part of the Pending
      Merger and pursuant to the terms of the Merger Agreement, however, Bixby agreed
      to pay, from and after May 7, 2008, our reasonable legal, accounting,
      independent auditing, and EDGARization service fees and expenses in connection
      with (a) the preparation and filing of any and all required reports to be filed
      under the Exchange Act from and after the date of the Merger Agreement through
      the earlier of (i) the consummation of the Pending Merger, or (ii) the time
      at
      which the Merger Agreement shall have been terminated, if at all, in accordance
      with its terms, and (b) the preparation, filing and dissemination of a
      registration statement on Form S-4 and all related federal and state securities
      law compliance associated with the Pending Merger. The $7,312 represents legal
      fees billed, but, as of May 31, 2008, not yet paid to MM Membrado PLLC, which
      is
      solely owned by Michael Membrado.





*Employment
      Agreements*





The
      Company is not currently a party to any employment agreements.





*Director
      Compensation*





We
      do not
      currently pay any fees or expenses to our directors in relation to their
      attendance at board meetings or otherwise.


30


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





*Equity
      Compensation Plan Information*





The
      following tables set forth certain information as of August 28, 2008 with
      respect to compensation plans (including individual compensation arrangements)
      under which equity securities of the registrant are authorized for
      issuance.





**Plan
                Category**
            
            **Number of securities**
              **to be issued upon**
              **exercise of**
              **outstanding options,**
              **warrants and rights**
              **(a)**
            
            **Weighted-**
              **average exercise**
              **price of**
              **outstanding**
              **options, warrants**
              **and rights**
              **(b)**
            
            **Number of securities**
              **remaining available for**
              **future issuance under**
              **equity compensation**
              **plans (excluding**
              **securities reflected in**
              **column (a))**
              **(c)**Equity
                compensation plans approved by security holders
            
            
            -0-
            
            
            N/A
            
            
            -0-Equity
                compensation plans not approved by security holders
            
            
            -0-
            
            
            N/A
            
            
            -0-**Total**
            
            
            -0-
            
            
            N/A
            
            
            -0-





*Security
      Ownership of Certain Beneficial Owners and Management*





The
      following tables set forth certain information as of August 28, 2008 regarding
      (i) each person known by the Company to be the beneficial owner of more than
      5%
      of the outstanding shares of Common Stock, (ii) each director, nominee and
      executive officer of the Company and (iii) all officers and directors as a
      group.




**Name and Address**
            
            **Amount and Nature**
              **of Beneficial**
              **Ownership**
            
            **Percentage of Class**Michael
                M. Membrado (1)
              115
                East 57thStreet, 10thFloor
              New
                York, NY 10022
            
            
            2,500,000
            
            
            50
            %Jennifer
                L. Lee
              329
                East 12thStreet, #17
              New
                York, NY 10003
            
            
            2,500,000
            
            
            50
            %All
                Officers and Directors as a group (1 individual)
            
            
            2,500,000
            
            
            50
            %





(1)  Mr.
                Membrado is our President, Chief Executive Officer, Chief Financial
                Officer, Secretary, Treasurer and sole
                Director.


31


**ITEM
      13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.**





*Related
      Party Transactions*





Except
      as
      otherwise indicated herein, there have been no related party transactions,
      or
      any other transactions or relationships required to be disclosed pursuant to
      Item 404 and 407(a) of Regulation S-K.





*Loans
      from Stockholders*





As
      of May
      31, 2008, Jennifer Lee, one of our major stockholders, had loaned to us a total
      of $32,100 in principal pursuant to seven unsecured promissory notes as
      follows:


Date
                  of Note
              
              Due
                  Date
              
              Interest
                  Rate
              
              Unpaid
                  Balance
              
              Collateral09-25-06
              
              
              (*)
              
              
              4.75APR
              
              $
              4,000
              
              
              N/A10-20-06
              
              
              (*)
              
              
              4.75APR
              
              $
              4,000
              
              
              N/A12-18-06
              
              
              (*)
              
              
              4.75APR
              
              $
              2,500
              
              
              N/A04-30-07
              
              
              (*)
              
              
              4.75APR
              
              $
              4,500
              
              
              N/A06-29-07
              
              
              (*)
              
              
              4.75APR
              
              $
              3,600
              
              
              N/A08-15-07
              
              
              (*)
              
              
              4.75APR
              
              $
              5,500
              
              
              N/A11-13-07
              
              
              (*)
              
              
              4.75APR
              
              $
              8,000
              
              
              N/A





(*)
                On or before the first day that we receive gross proceeds from any
                one or
                more equity investments in the aggregate amount of at least
                $250,000.





The
      interest rate at which such loans have been made are not believed to exceed
      rates that would otherwise be available to us. The promissory notes reflecting
      these loan obligations carry no rights of conversion.





*Legal
      Representation*





M.M.
      Membrado, PLLC, a corporate and securities law firm and an affiliate of Michael
      M. Membrado, our President, Chief Executive Officer, Chief Financial Officer,
      Secretary, Treasurer, and the record holder of 50% of our outstanding Common
      Stock, is currently acting as our legal counsel and has been doing so since
      inception. Because of a significant increase in the legal services needs of
      the
      Company at this point in time given the Pending Merger, however, and since
      May
      7, 2008, the Company has been paying M.M. Membrado, PLLC on an hourly basis
      at
      rates up to $400/hr. for such services pursuant to a formal engagement, which,
      prior to May 7, 2008, had not been the case. As of May 31, 2008, M.M. Membrado
      had accrued $7,312 in legal fees pursuant to this engagement. As of August
      13,
      2008, M.M. Membrado had accrued $63,059 in legal fees and, of such amount,
      been
      paid a total of $30,839.50 pursuant to such engagement.





Certain
      economic and other conflicts of interest are now inherent in Mr. Membrado’s
      concurrent roles as principal in M.M. Membrado, on the one hand, and President,
      Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and
      sole
      Director of the Company, on the other, which conflicts include but may not
      be
      limited to the following:





§
            despite
                Mr. Membrado’s existing role as advocate and fiduciary of the Company
                through his role as legal counsel, it is in Mr. Membrado’s personal best
                economic interests to cause us to become obligated to, and to actually,
                pay to his firm as much as possible in the form of cash fees and/or
                other
                compensation;





§
            the
                services of M.M. Membrado, PLLC, as legal counsel, and Mr. Membrado’s
                roles as President, Chief Executive Officer, Chief Financial Officer,
                Secretary, and Treasurer of the Company may, of practical necessity,
                overlap to some degree, thereby resulting in a lack of precise clarity
                as
                to whether Mr. Membrado is acting at any given time in his capacity
                as
                legal counsel, for which his firm is compensated, or as our officer,
                for
                which no compensation is currently being paid;
                and


32


§
            Disputes
                may arise with M.M. Membrado, PLLC as to the extent and/or the quality
                of
                services performed by it, including without limitation any disputes
                as to
                fees actually owed and/or disputes regarding potential indemnification
                of
                us by M.M. Membrado, PLLC for civil damages and/or regulatory fines
                incurred by us as a result of or otherwise in connection with any
                proceeding in which our liability arises out of any errors, omissions
                or
                misconduct allegedly or actually committed by M.M. Membrado, PLLC
                in the
                performance of its services.





Although
      we believe that (i) the rates that we are currently paying for legal services
      to
      M. M. Membrado, PLLC are consistent with what we would pay for services from
      a
      comparable firm in an arms-length transaction, (ii) that Mr. Membrado can
      effectively manage any overlap in services in such a way so as to avoid any
      inappropriate charges to our account, and (iii) that the potential for any
      disputes with M.M. Membrado, PLLC is more than offset by the practical
      advantages we currently obtain in being able to have Mr. Membrado’s firm serve
      as legal counsel, there can be no assurance that the actual and potential
      conflicts of interest which currently exist will not directly or indirectly
      result in potentially adverse economic consequences to our shareholders at
      some
      time in the future.





*Office
      Space*





We
      utilize the office space and equipment of M.M. Membrado, PLLC, a law firm in
      which Michael M. Membrado, our President, Chief Executive Officer, Chief
      Financial Officer, Secretary, Treasurer, and sole director, is the principal,
      at
      no cost on a month-to-month basis. While the value of the arrangement may be
      material to us, the cost associated with securing satisfactory alternative
      arrangements could be substantially less and potentially
      immaterial.





**Director
      Independence**





We
      are
      not currently subject to the listing requirements of any national securities
      exchange. The listing standards of the national securities exchanges require
      that a company’s board of directors consist of a majority of directors who are
      independent as defined by the Sarbanes-Oxley Act of 2002 and as defined by
      applicable listing standards, and that the audit committee of the board of
      directors must consist of at least two members, both of whom are independent.
      Similarly, the compensation and nominating committees of company boards of
      directors must also consist of independent directors. As of August 28, 2008,
      Michael M. Membrado was our sole director. Given Mr. Membrado’s executive
      positions with the Company, he does not qualify as “independent”. While we
      expect in the future to identify qualified and willing individuals to serve
      as
      additional independent directors, initiatives aimed at this objective have
      not
      yet begun, and there can be no assurance that we will be able to appoint an
      additional director who will satisfy applicable independence requirements.
      For
      so long as we remain unable to appoint an additional independent director to
      our
      board, we will be unqualified to list any of our capital stock on a national
      securities exchange.





**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.**





Sherb
      & Co., LLP served as the Company’s independent registered public accounting
      firm from August 14, 2006 (inception) through May 31, 2008.





*FY 2008*
            
            *FY 2007*Audit fees
            
            $
            16,000
            
            $
            18,500*Audit-related
                fees
            
            $
            —
            
            $
            —Tax
                fees
            
            $
            —
            
            $
            —All
                other fees
            
            $
            —
            
            $
            —All
                other fees, including tax consultation and preparation
            
            $
            —
            
            $
            —





*
      Includes fees for the audit of the interim period ended 8-31-06 included in
      the
      company’s registration statement on Form 10-SB, and the review of quarterly
      financial statements.





All
      audit
      fees are approved by our board of directors. Sherb & Co., LLP did not
      provide any non-auditing services to us.


33


**PART
      IV**





**ITEM
      15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES**





Documents
      filed as part of this report.





1.
      Consolidated Financial Statements





The
      consolidated financial statements of GCA I Acquisition Corp. and the report
      of
      independent registered public accounting firm thereon are set forth under Part
      II, Item 8 of this report.





Consolidated
                Balance Sheets (Audited) as of May 31, 2008 and May 31,
                2007Consolidated
                Statements of Operations (Audited) for the Period Ended May 31, 2008,
                for
                the Period Ended May 31, 2007, and for the Period from Inception
                (August
                14, 2006) through May 31, 2008Consolidated
                Statement of Changes in Stockholders’ Deficit (Audited) for the Period
                from Inception (August 14, 2006) through May 31, 2008Consolidated
                Statements of Cash Flows (Audited) for the Year Ended May 31, 2008,
                for
                the Period from Inception (August 14, 2006) to May 31, 2007, and
                for the
                Period from Inception (August 14, 2006) through May 31,
                2008Notes
                to Audited Consolidated Financial
                Statements





2.
      Exhibits.





The
      following exhibits are filed with or incorporated by reference in this report.
      Where such filing is made by incorporation by reference to a previously filed
      registration statement or report, such registration statement or report is
      identified by an asterisk (*) with a corresponding reference at the foot of
      the
      table.





Exhibit No.
            
            Description*3.1
            
            Certificate
                of Incorporation, as filed with the Delaware Secretary of State on
                August
                14, 2006.*3.2
            
            By-Laws.14.1
            
            Code
                of Business Conduct and Ethics31.1
            
            Certification
                of the Company’s Principal Executive Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
                Report on Form 10-K for the year ended May 31, 2008.31.2
            
            Certification
                of the Company’s Principal Financial Officer pursuant to Section 302 of
                the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual
                Report on Form 10-K for the year ended May 31, 2008.32.1
            
            Certification
                of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002.32.2
            
            Certification
                of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002.





*
            Filed
                as an exhibit to the Company's Registration Statement on Form 10-SB,
                as
                filed with the Securities and Exchange Commission on January 30,
                2007, and
                incorporated herein by this
                reference.


34


**SIGNATURES**





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





Dated:
                August 29, 2008
            GCA
                I ACQUISITION CORP.By:
            /s/
                Michael M. MembradoMichael
                M. Membrado
              President,
                Chief Executive Officer,
              Chief
                Financial Officer,
              Secretary
                and Treasurer





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated.





Signature
            
            Title
            
            Date/s/
                Michael M. MembradoMichael
                M. Membrado
            
            President,
                Chief Executive Officer,
            
            August
                29, 2008Chief
                Financial Officer, Secretary,Treasurer
                and Director


35