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, 2009


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 57th
      Street, 11th
      Floor
                    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   o
                
                Accelerated
      filer   oNon-accelerated
      filer   o
                
                Smaller
      reporting company   x




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, 2009, 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.





AtAugust28, 2009, theRegistrant had outstanding5,000,000shares of common stockof which
there is only a single class.




DOCUMENTS
INCORPORATED BY REFERENCE





None.










Annual
Report on Form 10-K


For
the Fiscal Year Ended May 31, 2009




TABLE
OF CONTENTS




PagePART
      IItem
      1.
                  Business
                  
                  1Item
      1A.
                  Risk
      Factors
                  
                  8Item
      1B.
                  Unresolved
      Staff Comments
                  
                  20Item
      2.
                  Properties
                  
                  20Item
      3.
                  Legal
      Proceedings
                  
                  20Item
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  
                  20PART
      IIItem
      5.
                  Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                  
                  21Item
      6.
                  Selected
      Financial Data
                  
                  21Item
      7.
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  
                  21Item
      7A.
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  
                  30Item
      8.
                  Financial
      Statements and Supplementary Data
                  
                  31Item
      9.
                  Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
                  
                  32Item
      9A.
                  Controls
      and Procedures
                  
                  32Item
      9B.
                  Other
      Information
                  
                  32PART
      IIIItem
      10.
                  Directors
      and Executive Officers of the Registrant
                  
                  33Item
      11.
                  Executive
      Compensation
                  
                  34Item
      12.
                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                  
                  35Item
      13.
                  Certain
      Relationships and Related Transactions, and Director
      Independence
                  
                  36Item
      14.
                  Principal
      Accounting Fees and Services
                  
                  37PART
      IVItem
      15.
                  Exhibits,
      Financial Statement Schedules
                  
                  38


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. (“GCA”, “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, complying with reporting obligations under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), 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, which agreement was
superceded by a definitive Amended and Restated Agreement and Plan of Merger as
of March 27, 2009 (as amended and restated, 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, subject to many risks,
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 April 2, 2009.





We
selected May 31 as our fiscal year end.  We maintain our principal
executive offices at 115 East 57th Street,
11th
Floor, 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 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, unless and 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 continue
to be 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
geographic 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.  The terms of the Pending Merger are such that our sole
director currently, Michael M. Membrado, will not be a director in the event
that the transaction is completed.




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, auditors, 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 some or all of the related costs incurred.





We
presently have no employees apart from our management.  Our sole
officer and director is engaged in outside professional pursuits and business
activities, most notably a legal practice, and devotes to our business only
limited time beyond that for which his firm is paid legal fees.  We
expect no significant changes in the number of our employees unless and until we
consummate a business combination, including the Pending Merger.





The Pending Merger





On
March 27, 2009, we entered into a definitive Amended and Restated Agreement
and Plan of Merger with each of Bixby Energy Acquisition Corp., a
wholly-owned special-purpose acquisition subsidiary of GCA that was incorporated
on April 23, 2008 (“Merger Sub”), Bixby Energy Systems, Inc. (“Bixby”), and
Robert A. Walker, the President, Chief Executive Officer and Chairman of the
board of directors of Bixby (“Mr. Walker”).  This Merger Agreement
amended and restated a prior merger agreement entered into among the same
parties as of May 7, 2008.





As a
result of the Pending Merger:





·
            Bixby
      will become a wholly-owned subsidiary of
GCA;


3


·
            the
      officers and sole director of GCA prior to the effective time of the
      Pending Merger will resign; and




·
            by
      virtue of the conversion or exchange of Bixby securities for GCA
      securities, Bixby securityholders before the Pending Merger will own
      between approximately 92% and 96% of the voting stock of GCA after closing
      of the Pending Merger.




As soon
as practicable following the closing of the Pending Merger (i.e. following the change in
control of GCA contemplated by the Pending Merger):




·
            the
      board of directors of GCA will amend the bylaws of GCA to permit a board
      of directors ranging between one and twelve
  directors;




·
            the
      board of directors of GCA will appoint as directors those persons who were
      directors of Bixby immediately prior to the closing of the Pending Merger;
      and




·
            the
      board of directors of GCA will elect new officers of GCA who will be the
      same persons who were officers of Bixby immediately prior to the closing
      of the Pending merger.




Upon
closing of the Pending Merger, Bixby’s assets and operations will become the
assets and operations of GCA.





Bixby is
an early-stage company focused on the development and commercial exploitation of
a system that converts certain types of coal into a combination of specialty
carbon products including synthetic natural gas, semi-coke, activated carbon,
coal tar and coal oils, and, pending further development in terms of cost
reduction/efficiency, a light, sweet crude synfuel, products which, taken
together, are expected to offer a significantly higher commercial value than
coal.  It has patent applications pending on certain of the design
features of this system.  Bixby has progressed through the initial
R&D phases to the pilot scale.  The first commercial scale
reference plant capable of producing a portfolio of carbon products is currently
under development.  Although Bixby has not generated any revenues to
date from operations utilizing this carbon conversion technology, Bixby
management believes that it is positioned to become a significant and
economically efficient producer of each of synthetic natural gas, semi-coke,
activated carbon, coal tar and coal oils, or a licensor of technology that will
enable licensees to do the same.





In
addition to its carbon conversion system, Bixby has acquired other technologies
that it is in the process of further developing.  Among others, this
includes a certain liquefaction technology that has been designed to work with
the carbon conversion system and which is aimed at economically converting the
semi-coke it produces through the system to a light sweet crude liquid
synfuel.  Although there can be no assurance, Bixby management
believes that this technology will be ready for commercialization within
approximately the next two to three years.





Bixby’s
business model for the future is currently in the research and development
stages and, as such, undetermined.  While there is a possibility that
Bixby will determine to focus exclusively on the exploitation of its technology
through a model that contemplates Bixby’s involvement and risk solely to the
extent of those products directly generated through its technology (i.e. synthetic natural gas,
semi-coke, activated carbon, coal oils, coal tars, and, eventually, crude oil),
it is also considering involvement in enterprises which involve products that
are derived from certain of those products, including coal-based gas-fired
electric power plants.  In any case, and although there can be no
assurance, Bixby expects to build its business principally on the basis of
single or multi-plant projects pursued in accordance with any one of three
different types of project models:





·
            Independent
      Bixby projects;


·
            Strategic
      joint venture projects; and


·
            Pure
      licensing projects.





Bixby was
founded in July of 2001.  It has never been
profitable.  Although Bixby generated material revenues in certain
prior years since its inception in 2001 (none of which led, or even came close
to leading, to profitability during corresponding fiscal periods), such revenues
were exclusively generated from two business units neither of which remains a
focus of Bixby’s business plan.  One of these business units had
been manufacturing and selling corn and wood-pellet burning home-heating
stoves (and related accessories) but, following an industry-wide slowdown
and resulting inventory glut, has been in a production halt and inventory
liquidation process for over two years.  The other business
unit is a water-softener salts regional sales and distribution operation in
Minnesota and certain of the surrounding states which Bixby acquired in 2004 as
a strategic component of its then business plan which it has since sold, and
which is no longer part of Bixby’s operations.


4





The
obligations of the parties to consummate the Pending Merger are subject to the
satisfaction on or before the closing date of the Pending Merger of the
following conditions, among others:





·
            the
      Pending Merger and the Merger Agreement having been approved by the Bixby
      stockholders in accordance with the Delaware General Corporation Law and
      Bixby’s certificate of incorporation and
bylaws;




·
            the
      shares of GCA common stock and other securities issuable as part of the
      Pending Merger having been duly authorized;
and




·
            a
      combination S-4 registration statement covering the securities to be
      issued in the Pending Merger and joint merger proxy statement (the “S-4
      Registration/Merger Proxy Statement”) having become effective under the
      Securities Act, having been delivered to all required recipients, and
      having not become the subject of any stop order or proceeding seeking a
      stop order.




In
addition, the obligations of GCA and Merger Sub to consummate the Pending Merger
are subject to satisfaction (or waiver by GCA in its sole discretion) on or
prior to the closing date of the following conditions:





·
            Mr.
      Walker having delivered an executed voting
  agreement;




·
            In
      general, each of the representations and warranties of Bixby and Mr.
      Walker set forth in the Merger Agreement being true and correct as of the
      closing date;




·
            Bixby
      having obtained the requisite approval of its stockholders to the
      amendment of it’s certificate of incorporation to revise the terms of it’s
      Series A convertible preferred stock to provide that the Series A
      convertible preferred stock will convert into GCA common stock on an
      as-converted basis in the Pending Merger in accordance with the Delaware
      General Corporation Law and its certificate of incorporation and
      bylaws;




·
            Bixby
      having entered into exchange agreements with a number of the holders of
      Bixby convertible debt securities satisfactory to GCA in its exclusive
      discretion, and performance by the holders of their obligations under such
      exchange agreements having been
satisfied;




·
            Bixby
      having entered into exchange agreements with a number of the holders of
      Bixby common stock purchase warrants satisfactory to GCA in its exclusive
      discretion, and performance by the holders of their obligations under such
      exchange agreements having been
satisfied;




·
            Bixby
      having entered into exchange agreements with a number of the holders of
      Bixby Series A convertible preferred stock purchase
      warrants satisfactory to GCA in its exclusive discretion, and performance
      by the holders of their obligations under such exchange agreements having
      been satisfied; and




·
            GCA,
      at the expense of Bixby, having procured directors and officers liability
      insurance coverage in an aggregate amount, and from a carrier,
      satisfactory to GCA.




In
addition, the obligation of Bixby to consummate the Pending Merger is subject to
satisfaction (or waiver by Bixby in its sole discretion) on or prior to the
closing date of the following conditions:





·
            In
      general, each of the representations and warranties of GCA set forth in
      the Merger Agreement being true and correct as of the closing date as if
      made at and as of the closing
date;


5


·
            The
      holders of no more than twenty percent (20%) of the Bixby shares eligible
      for appraisal rights under the Delaware General Corporation Law having
      taken the steps necessary steps to perfect their appraisal rights as
      determined immediately prior to the effective time of the Pending
      Merger;




·
            Bixby
      having received resignations of each of the officers of GCA, effective, in
      each case, as of the effective time of the Pending Merger;
    and




·
            GCA
      having duly authorized and filed the amendments to its certificate of
      incorporation relating to a required 7-for-10 reverse stock-split and
      an increase in its authorized common stock to 200 million shares, and GCA
      having outstanding no securities other than 3.5 million shares of its
      common stock.




The
Merger Agreement may be terminated and the Pending Merger and the related
transactions may be abandoned at any time prior to the effective time of the
Peending Merger, even though requisite approval has been obtained, as
follows:





·
            by
      mutual written consent duly authorized by the boards of directors of each
      of GCA, Merger Sub and Bixby;




·
            by
      GCA:




·
            to
      the extent that the effective time of the Pending Merger shall not have
      occurred on or before December 31,
2009;




·
            if
      GCA reasonably concludes that material information regarding Bixby and/or
      its subsidiaries that it determines to include in the S-4
      Registration/Merger Proxy Statement has been unreasonably withheld by
      Bixby and/or its subsidiaries;




·
            if
      Bixby unreasonably withholds its approval as to the accuracy and
      completeness of the S-4 Registration/Merger Proxy
    Statement;




·
            if
      Bixby’s independent auditors resign due to a disagreement with management
      of Bixby or any of its officers and/or
  directors;




·
            upon
      a material breach of any representation, warranty, covenant or agreement
      on the part of Bixby set forth in the Merger
  Agreement;




·
            if
      any representation or warranty of Bixby shall have become materially
      untrue unless (i) the breach is curable by Bixby through the exercise of
      its best efforts and for so long as Bixby continues to exercise such best
      efforts, and (ii) the breach is the direct or indirect result of
      obligations arising under or are otherwise reasonably contemplated by any
      other provision of the Merger Agreement;
or




·
            if
      any condition to Bixby’s obligation to complete the Pending Merger is not
      met;




·
            by
      Bixby:




·
            if
      Bixby’s stockholders fail to approve the Pending Merger and the Merger
      Agreement within a reasonable period following good faith compliance by
      Bixby and Mr. Walker with their respective obligations under the Merger
      Agreement;




·
            upon
      a material breach of any representation, warranty, covenant or agreement
      on the part of GCA set forth in the Merger Agreement, or if any
      representation or warranty of GCA shall have become materially untrue
      unless (i) the breach is curable by GCA through the exercise of its best
      efforts and for so long as GCA continues to exercise such best efforts,
      and (ii) the breach is the direct or indirect result of obligations
      arising under or are otherwise reasonably contemplated by any other
      provision of the Merger Agreement;
or


6


·
            if
      any condition to GCA’s obligation to complete the Pending Merger is not
      met.




The
foregoing description of the Merger Agreement is incomplete and is qualified in
its entirety by the Merger Agreement itself, a copy of which is included as
Exhibit 10.1 to the current report on Form 8-K filed by us on April 2,
2009.





On August
14, 2009, GCA and Bixby jointly engaged a certain middle-market, boutique FINRA
member investment bank on an exclusive basis to assist them in obtaining project
financing for Bixby’s pilot carbon conversion technology plant in Chelyan, West
Virginia.  While, subject to the availability of financing, the plant
is expected to eventually consist of a system incorporating four full-scale
units and one quarter-scale unit, the financing contemplated by the engagement
will include only an amount required to cover the capital expenditure
requirements associated with the one quarter-scale unit and a single full-scale
unit, together with an as-yet undetermined amount of associated operating and
overhead capital.  It is contemplated that a financing may occur in
one or series of transactions.  Any financing introduced or arranged
by the investment bank is contingent upon the closing of the Pending Merger, and
it is anticipated that a financing will occur contemporaneously with the closing
of the Pending Merger. Currently no terms, structure or pricing of any financing
have been established, and it is possible that any such financing shall not have
occured as of the time the Pending Merger closes.





Under the
terms of the engagement agreement, the investment bank or its affiliates will,
to the extent requested by GCA and Bixby:





·
            Develop
      a master plan for financing the
project;





·
            Perform
      due diligence on GCA and Bixby and the project at a level commensurate
      with the type of investor and structure that becomes contemplated in the
      proposed financing;





·
            Assist
      in the preparation of offering materials with respect to the proposed
      financing;





·
            Introduce
      GCA and Bixby to potential investors, which are anticipated to be
      institutional investors;





·
            Develop
      a strategy to effectuate, and assist in structuring and negotiating, the
      proposed financing;





·
            Act
      as a placement agent in the sale of equity, debt or convertible securities
      in the proposed financing.





The
engagement agreement provides for payment of a monthly retainer to the
investment bank for four months, payable by Bixby, and if the proposed financing
is consummated, the investment bank will be entitled to a transaction fee which
will be comprised of a combination of cash and equity
interests.  Under the terms of the engagement agreement, the
investment bank will not be entitled to the transaction fees if a financing is
undertaken by GCA or Bixby with certain preexisting prospects of
Bixby.  In that case, the parties will negotiate appropriate
compensation for services provided by the investment bank based on industry
standards, in advance of the consummation of such a financing.





Bixby
will reimburse the investment bank for it’s reasonable, pre-agreed expenses in
connection with its engagement.





The
engagement agreement provides that during the term of the investment bank’s
engagement:





·
            neither
      GCA nor Bixby will solicit any offers from any parties in connection with
      a financing and they will advise the investment bank of any indications of
      interest to participate in the proposed
  financing;





·
            GCA
      and Bixby will keep confidential, and not provide to any third party,
      materials relating to the proposed financing without the investment bank’s
      consent.


7


The
engagement agreement grants the investment bank a right of first refusal to
finance:





·
            on
      a project basis, the further expansion of the Chelyan, West Virgina
      reference plant beyond the scope of the pilot
  project;





·
            on
      a project basis, any additional plants to be controlled by
      GCA;





·
            on
      a corporate finance basis, GCA for a period of 24 months following the
      closing of a financing contemplated by the engagement
      agreement.





Under the
engagement agreement, each of GCA and Bixby agree to indemnify the investment
bank against any claims arising from GCA’s or Bixby’s respective acts or
omissions in the performance of their agreements or from any untrue statements
or omissions from information furnished by them to the investment bank, upon
terms that are customary under investment banking agreements.





The
Company and Bixby acting jointly, or the investment bank, may terminate the
engagement agreement at any time upon written notice.  Termination of
the engagement agreement will not effect any of the following obligations of GCA
or Bixby:





·
            to
      pay the investment bank compensation earned up to the date of the
      termination, or which becomes payable to the investment bank after
      termination arising from consummation of a financing by investors
      introduced by the investment bank within 24 months after
      termination;





·
            arising
      from any financing under the investment bank’s right of first refusal to
      provide or arrange future financings,
or





·
            to
      reimburse the investment bank its reimbursable
  expenses.





No
assurance can be given that any financing of GCA or Bixby will result from the
relationship with the investment bank described above, and if a financing does
occur, GCA cannot predict what the structure, terms or pricing of that financing
would be or what effect it would have on the rights of GCA’s stockholders and
other securityholders.





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, 2009, 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
(included on Page F-1), 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 Bixby’s obligation under the
terms of the Merger Agreement to pay what amounts to almost all of our expenses,
as well, potentially, as 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.


8





If
Bixby fails to pay our expenses in accordance with the Merger Agreement, it is
unlikely that we will be able to meet our financial obligations.





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/printing 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 May 7, 2008 through the earlier of (i) four business
days following 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 Pending Merger and the preparation, filing and
dissemination of the S-4 Registration/Merger Proxy Statement 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 either on a timely basis or at all, 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 expects
to be able to meet its obligations to us in the near-term, Bixby has been
seriously delinquent in meeting its obligations to us since approximately
January of 2009 and continues to be in substantial arrears to us.  At
May 31, 2009, Bixby owed us $182,101.21, and at August 28, 2009, Bixby owed us
$78,101.21.  There can be no assurance of its ability to meet its
obligations to us in accordance with the terms of the Merger
Agreement.  If Bixby fails to pay our expenses in accordance with the
Merger Agreement, it is unlikely that we will be able to meet our financial
obligations.





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, 2009, we had incurred a net loss
of $116,146.  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 are able to consummate such a transaction through
the contractual arrangement that we have (through the Merger Agreement) with
Bixby whereby Bixby pays certain of our expenses (or other similar
arrangements), 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 another suitable target 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 as we consummate the Pending Merger, or
alternatively are able to identify and consummate some other 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 Pending Merger is subject to (i) the
preparation and filing by us, and the causing to be declared effective by the
SEC, of the S-4 Registration/Merger Proxy Statement, (ii) Bixby shareholder
approval, 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 of the Pending Merger will be
satisfied or that events will not 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.


9


If
the Pending Merger is consummated, we may still be an early-stage
company.





Although
Bixby has had operations and revenues in the past, given a change in its
business plan that has occurred over the past few years, Bixby remains an
early-stage technology company insofar as (i) it is devoting substantially all
of its efforts to establishing a new technology-based business, and (ii) its
planned principal operations associated with such new technology-based business
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 an
early-stage technology company shall not have changed.  As such, we
would likely, following consummation of the Pending Merger, become an
early-stage technology company and be subject to all the attendant risks and
uncertainties associated with early-stage technology companies, including
without limitation:





·
            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 testing results of Bixby’s carbon conversion
technology have indicated that, using bituminous coal, the system is capable of
reliably yielding an output of high quality synthetic natural gas and semi-coke,
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
objectively independent testing and verification processes are expected to be
performed in the near future, 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 carbon conversion technology system fails to
consistently perform at levels that enable a cost-effective energy conversion
process based on prevailing market coal prices, natural gas prices, and the
value of the system’s solid carbon product output, 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, 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, 2009, we had $13,151 in cash and cash equivalents.  If
the Pending Merger is consummated, we will likely need to raise substantial
additional capital in fiscal years 2010 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
products, services, businesses and/or technologies.   We cannot
provide any assurance 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:


10





·
            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 the exploitation of a technology that produces
certain carbon-based energy products including synthetic natural gas and,
eventually, light, sweet, crude oil, both of which are subject to commodity
pricing.  While part of Bixby’s business model is expected to involve
projects involving joint venture and licensing arrangements in relation to which
Bixby will maintain no direct economic risk associated with the market price
volatilities of natural gas (because the synthetic natural gas produced through
operation of the system, or any value attributed thereto, will have been
exclsuively for the account of a party other than Bixby), a significant
percentage of the projects pursued by Bixby are expected to involve arrangements
in relation to which Bixby will maintain a direct economic risk associated with
the market price volatilities of natural gas, and a much higher percentage of
projects pursued by Bixby are expected to eventually involve arrangements in
relation to which Bixby will maintain a direct economic risk associated with the
market price volatilities of crude oil.  Moreover, Bixby may pursue
and become involved in projects in which its economic returns are tied more
directly to the sale of other products that are generated from the products
produced by its technology, such as electricity.  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, we will likely 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 crude oil products, the prices of which can and
do fluctuate regularly and significantly, it could 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, and/or electricity are all highly regulated
activities 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 some or all of those
jurisdictions in which we intend to operate, our business prospects and
operating results will be adversely affected.


11





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
definitive 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 exclusively on the exploitation of its technology through a model that
contemplates Bixby’s involvement and risk solely to the extent of those products
directly generated through its technology (i.e. synthetic natural gas,
semi-coke, activated carbon, coal oils, coal tars, and, eventually, crude oil),
it is also considering involvement in enterprises which involve products that
are derived from certain of those products, including coal-based gas-fired
electric power plants.  Some contemplated business models in this
regard, including those that involve any participation by Bixby in the
development and/or re-development of electric 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.





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, solid carbon, 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 entity required to do so, 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.


12





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 natural gas (including synthetic natural gas), is an example of a greenhouse
gas.   If the Pending Merger is consummated, and Bixby determines
to become, on its own or with one or more partners, an independent or other
producer of electrical power, any plants that it operates will likely release a
significant amount of carbon dioxide (CO2).  In
response to the many studies that have been conducted, many countries, including
the United States, are actively considering legislation that would impose
significant economic disincentives for emitting CO2 and other
greenhouse gases, and many states in the United States have already taken legal
measures, to reduce such emissions.  If the Pending Merger is
consummated, new legislation or regulatory programs that restrict emissions of
greenhouse gases – or otherwise impose costs on such emissions beyond a certain
level – in areas in which we conduct or intend to 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 during this period 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:


13





§
            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 other 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.





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.


14





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 a limited number of 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,
including the Pending Merger.





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 otherwise potentially suitable
acquisition.  Otherwise suitable acquisition prospects that do not
have or are unable to obtain within a certain timeframe 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.





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.


15





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 complete a business combination on terms
favorable to us, including the Pending Merger.  Decisions as to which
business opportunities we will pursue 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 Act
or 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, in connection
therewith or thereafter, we file a registration statement under the Securities
Act and take any other steps that may be required under applicable law,
including the filing of a Form 211 with FINRA.  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.





The fact
that GCA is a “shell company” within the meaning of certain regulations means
that holders of our common stock are subject to certain restrictions on their
ability to sell their shares pursuant to the resale exemptions from registration
provided by Rule 144 (“Rule 144”) under, or Section 4(1) of, the Securities Act,
and this further limits the liquidity of our common
stock.  Specifically, holders of shares of common stock of a “shell
company” areonly  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
financial and information regarding the company in relation to which the
business combination was consummated on a Current Report on Form 8-K within four
business days thereafter.


16





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.





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.


17





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 another 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 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.





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 that own shares of such stocks to sell
them.  Prior to a transaction in a penny stock, a broker-dealer is
required to:


18


·
            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 the other 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.





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.


19


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.


20


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, 2009, 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
geographic 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;


21


(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.  The terms of the Pending Merger are such that our sole
director currently, Michael M. Membrado, will not be a director in the event
that the transaction is completed.


22


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, auditors, 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 some or all of the related costs incurred.





We
presently have no employees apart from our management.  Our sole
officer and director is engaged in outside professional pursuits and business
activities, most notably a legal practice, and devotes to our business only
limited time beyond that for which his firm is paid legal fees.  We
expect no significant changes in the number of our employees unless and until we
consummate a business combination, including the Pending Merger.





The Pending Merger





On
March 27, 2009, we entered into a definitive Amended and Restated Agreement
and Plan of Merger with each of Bixby Energy Acquisition Corp., a
wholly-owned special-purpose acquisition subsidiary of GCA that was incorporated
on April 23, 2008 (“Merger Sub”), Bixby Energy Systems, Inc. (“Bixby”), and
Robert A. Walker, the President, Chief Executive Officer and Chairman of the
board of directors of Bixby (“Mr. Walker”).  This Merger Agreement
amended and restated a prior merger agreement entered into among the same
parties as of May 7, 2008.





As a
result of the Pending Merger:





·
            Bixby
      will become a wholly-owned subsidiary of
GCA;




·
            the
      officers and sole director of GCA prior to the effective time of the
      Pending Merger will resign; and




·
            by
      virtue of the conversion or exchange of Bixby securities for GCA
      securities, Bixby securityholders before the Pending Merger will own
      between approximately 92% and 96% of the voting stock of GCA after closing
      of the Pending Merger.




As soon
as practicable following the closing of the Pending Merger (i.e. following the change in
control of GCA contemplated by the Pending Merger):




·
            the
      board of directors of GCA will amend the bylaws of GCA to permit a board
      of directors ranging between one and twelve
  directors;




·
            the
      board of directors of GCA will appoint as directors those persons who were
      directors of Bixby immediately prior to the closing of the Pending Merger;
      and




·
            the
      board of directors of GCA will elect new officers of GCA who will be the
      same persons who were officers of Bixby immediately prior to the closing
      of the Pending merger.




Upon
closing of the Pending Merger, Bixby’s assets and operations will become the
assets and operations of GCA.


23


Bixby is
an early-stage company focused on the development and commercial exploitation of
a system that converts certain types of coal into a combination of specialty
carbon products including synthetic natural gas, semi-coke, activated carbon,
coal tar and coal oils, and, pending further development in terms of cost
reduction/efficiency, a light, sweet crude synfuel, products which, taken
together, are expected to offer a significantly higher commercial value than
coal.  It has patent applications pending on certain of the design
features of this system.  Bixby has progressed through the initial
R&D phases to the pilot scale.  The first commercial scale
reference plant capable of producing a portfolio of carbon products is currently
under development.  Although Bixby has not generated any revenues to
date from operations utilizing this carbon conversion technology, Bixby
management believes that it is positioned to become a significant and
economically efficient producer of each of synthetic natural gas, semi-coke,
activated carbon, coal tar and coal oils, or a licensor of technology that will
enable licensees to do the same.





In
addition to its carbon conversion system, Bixby has acquired other technologies
that it is in the process of further developing.  Among others, this
includes a certain liquefaction technology that has been designed to work with
the carbon conversion system and which is aimed at economically converting the
semi-coke it produces through the system to a light sweet crude liquid
synfuel.  Although there can be no assurance, Bixby management
believes that this technology will be ready for commercialization within
approximately the next two to three years.





Bixby’s
business model for the future is currently in the research and development
stages and, as such, undetermined.  While there is a possibility that
Bixby will determine to focus exclusively on the exploitation of its technology
through a model that contemplates Bixby’s involvement and risk solely to the
extent of those products directly generated through its technology (i.e. synthetic natural gas,
semi-coke, activated carbon, coal oils, coal tars, and, eventually, crude oil),
it is also considering involvement in enterprises which involve products that
are derived from certain of those products, including coal-based gas-fired
electric power plants.  In any case, and although there can be no
assurance, Bixby expects to build its business principally on the basis of
single or multi-plant projects pursued in accordance with any one of three
different types of project models:





·
            Independent
      Bixby projects;


·
            Strategic
      joint venture projects; and


·
            Pure
      licensing projects.





Bixby was
founded in July of 2001.  It has never been
profitable.  Although Bixby generated material revenues in certain
prior years since its inception in 2001 (none of which led, or even came close
to leading, to profitability during corresponding fiscal periods), such revenues
were exclusively generated from two business units neither of which remains a
focus of Bixby’s business plan.  One of these business units had
been manufacturing and selling corn and wood-pellet burning home-heating
stoves (and related accessories) but, following an industry-wide slowdown
and resulting inventory glut, has been in a production halt and inventory
liquidation process for over two years.  The other business
unit is a water-softener salts regional sales and distribution operation in
Minnesota and certain of the surrounding states which Bixby acquired in 2004 as
a strategic component of its then business plan which it has since sold, and
which is no longer part of Bixby’s operations.





The
obligations of the parties to consummate the Pending Merger are subject to the
satisfaction on or before the closing date of the Pending Merger of the
following conditions, among others:





·
            the
      Pending Merger and the Merger Agreement having been approved by the Bixby
      stockholders in accordance with the Delaware General Corporation Law and
      Bixby’s certificate of incorporation and
bylaws;




·
            the
      shares of GCA common stock and other securities issuable as part of the
      Pending Merger having been duly authorized;
and




·
            the
      S-4 Registration/Merger Proxy Statement having become effective under the
      Securities Act, having been delivered to all required recipients, and
      having not become the subject of any stop order or proceeding seeking a
      stop order.




24




In
addition, the obligations of GCA and Merger Sub to consummate the Pending Merger
are subject to satisfaction (or waiver by GCA in its sole discretion) on or
prior to the closing date of the following conditions:





·
            Mr.
      Walker having delivered an executed voting
  agreement;




·
            In
      general, each of the representations and warranties of Bixby and Mr.
      Walker set forth in the Merger Agreement being true and correct as of the
      closing date;




·
            Bixby
      having obtained the requisite approval of its stockholders to the
      amendment of it’s certificate of incorporation to revise the terms of it’s
      Series A convertible preferred stock to provide that the Series A
      convertible preferred stock will convert into GCA common stock on an
      as-converted basis in the Pending Merger in accordance with the Delaware
      General Corporation Law and its certificate of incorporation and
      bylaws;




·
            Bixby
      having entered into exchange agreements with a number of the holders of
      Bixby convertible debt securities satisfactory to GCA in its exclusive
      discretion, and performance by the holders of their obligations under such
      exchange agreements having been
satisfied;




·
            Bixby
      having entered into exchange agreements with a number of the holders of
      Bixby common stock purchase warrants satisfactory to GCA in its exclusive
      discretion, and performance by the holders of their obligations under such
      exchange agreements having been
satisfied;




·
            Bixby
      having entered into exchange agreements with a number of the holders of
      Bixby Series A convertible preferred stock purchase warrants
      satisfactory to GCA in its exclusive discretion, and performance by the
      holders of their obligations under such exchange agreements having been
      satisfied; and




·
            GCA,
      at the expense of Bixby, having procured directors and officers liability
      insurance coverage in an aggregate amount, and from a carrier,
      satisfactory to GCA.




In
addition, the obligation of Bixby to consummate the Pending Merger is subject to
satisfaction (or waiver by Bixby in its sole discretion) on or prior to the
closing date of the following conditions:





·
            In
      general, each of the representations and warranties of GCA set forth in
      the Merger Agreement being true and correct as of the closing date as if
      made at and as of the closing date;




·
            The
      holders of no more than twenty percent (20%) of the Bixby shares eligible
      for appraisal rights under the Delaware General Corporation Law having
      taken the steps necessary steps to perfect their appraisal rights as
      determined immediately prior to the effective time of the Pending
      Merger;




·
            Bixby
      having received resignations of each of the officers of GCA, effective, in
      each case, as of the effective time of the Pending Merger;
    and




·
            GCA
      having duly authorized and filed the amendments to its certificate of
      incorporation relating to a required 7-for-10 reverse stock-split and
      an increase in its authorized common stock to 200 million shares, and GCA
      having outstanding no securities other than 3.5 million shares of its
      common stock.




The
Merger Agreement may be terminated and the Pending Merger and the related
transactions may be abandoned at any time prior to the effective time of the
Peending Merger, even though requisite approval has been obtained, as
follows:





·
            by
      mutual written consent duly authorized by the boards of directors of each
      of GCA, Merger Sub and Bixby;




·
            by
      GCA:




25




·
            to
      the extent that the effective time of the Pending Merger shall not have
      occurred on or before December 31,
2009;




·
            if
      GCA reasonably concludes that material information regarding Bixby and/or
      its subsidiaries that it determines to include in the S-4
      Registration/Merger Proxy Statement has been unreasonably withheld by
      Bixby and/or its subsidiaries;




·
            if
      Bixby unreasonably withholds its approval as to the accuracy and
      completeness of the S-4 Registration/Merger Proxy
    Statement;




·
            if
      Bixby’s independent auditors resign due to a disagreement with management
      of Bixby or any of its officers and/or
  directors;




·
            upon
      a material breach of any representation, warranty, covenant or agreement
      on the part of Bixby set forth in the Merger
  Agreement;




·
            if
      any representation or warranty of Bixby shall have become materially
      untrue unless (i) the breach is curable by Bixby through the exercise of
      its best efforts and for so long as Bixby continues to exercise such best
      efforts, and (ii) the breach is the direct or indirect result of
      obligations arising under or are otherwise reasonably contemplated by any
      other provision of the Merger Agreement;
or




·
            if
      any condition to Bixby’s obligation to complete the Pending Merger is not
      met;




·
            by
      Bixby:




·
            if
      Bixby’s stockholders fail to approve the Pending Merger and the Merger
      Agreement within a reasonable period following good faith compliance by
      Bixby and Mr. Walker with their respective obligations under the Merger
      Agreement;




·
            upon
      a material breach of any representation, warranty, covenant or agreement
      on the part of GCA set forth in the Merger Agreement, or if any
      representation or warranty of GCA shall have become materially untrue
      unless (i) the breach is curable by GCA through the exercise of its best
      efforts and for so long as GCA continues to exercise such best efforts,
      and (ii) the breach is the direct or indirect result of obligations
      arising under or are otherwise reasonably contemplated by any other
      provision of the Merger Agreement;
or




·
            if
      any condition to GCA’s obligation to complete the Pending Merger is not
      met.




The
foregoing description of the Merger Agreement is incomplete and is qualified in
its entirety by the Merger Agreement itself, a copy of which is included as
Exhibit 10.1 to the current report on Form 8-K filed by us on April 2,
2009.





On August
14, 2009, GCA and Bixby jointly engaged a certain middle-market, boutique FINRA
member investment bank on an exclusive basis to assist them in obtaining project
financing for Bixby’s pilot carbon conversion technology plant in Chelyan, West
Virginia.  While, subject to the availability of financing, the plant
is expected to eventually consist of a system incorporating four full-scale
units and one quarter-scale unit, the financing contemplated by the engagement
will include only an amount required to cover the capital expenditure
requirements associated with the one quarter-scale unit and a single full-scale
unit, together with an as-yet undetermined amount of associated operating and
overhead capital.  It is contemplated that a financing may occur in
one or series of transactions.  Any financing introduced or arranged
by the investment bank is contingent upon the closing of the Pending Merger, and
it is anticipated that a financing will occur contemporaneously with the closing
of the Pending Merger. Currently no terms, structure or pricing of any financing
have been established, and it is possible that any such financing shall not have
occured as of the time the Pending Merger closes.


26





Under the
terms of the engagement agreement, the investment bank or its affiliates will,
to the extent requested by GCA and Bixby:





·
            Develop
      a master plan for financing the
project;





·
            Perform
      due diligence on GCA and Bixby and the project at a level commensurate
      with the type of investor and structure that becomes contemplated in the
      proposed financing;





·
            Assist
      in the preparation of offering materials with respect to the proposed
      financing;





·
            Introduce
      GCA and Bixby to potential investors, which are anticipated to be
      institutional investors;





·
            Develop
      a strategy to effectuate, and assist in structuring and negotiating, the
      proposed financing;





·
            Act
      as a placement agent in the sale of equity, debt or convertible securities
      in the proposed financing.





The
engagement agreement provides for payment of a monthly retainer to the
investment bank for four months, payable by Bixby, and if the proposed financing
is consummated, the investment bank will be entitled to a transaction fee which
will be comprised of a combination of cash and equity
interests.  Under the terms of engagement agreement, the investment
bank will not be entitled to the transaction fees if a financing is undertaken
by GCA or Bixby with certain preexisting prospects of Bixby.  In that
case, the parties will negotiate appropriate compensation for services provided
by the investment bank based on industry standards, in advance of the
consummation of such a financing.





Bixby
will reimburse the investment bank for it’s reasonable, pre-agreed expenses in
connection with its engagement.





The
engagement agreement provides that during the term of the investment bank’s
engagement:





·
            neither
      GCA nor Bixby will solicit any offers from any parties in connection with
      a financing and they will advise the investment bank of any indications of
      interest to participate in the proposed
  financing;





·
            GCA
      and Bixby will keep confidential, and not provide to any third party,
      materials relating to the proposed financing without the investment bank’s
      consent.





The
engagement agreement grants the investment bank a right of first refusal to
finance:





·
            on
      a project basis, the further expansion of the Chelyan West Virgina
      reference plant beyond the scope of the pilot
  project;





·
            on
      a project basis, any additional plants to be controlled by
      GCA;





·
            on
      a corporate finance basis, GCA for a period of 24 months following the
      closing of a financing contemplated by the engagement
      agreement.





Under the
engagement agreement, each of GCA and Bixby agree to indemnify the investment
bank against any claims arising from GCA’s or Bixby’s respective acts or
omissions in the performance of their agreements or from any untrue statements
or omissions from information furnished by them to the investment bank, upon
terms that are customary under investment banking agreements.





The
Company and Bixby acting jointly, or the investment bank, may terminate the
engagement agreement at any time upon written notice.  Termination of
the engagement agreement will not effect any of the following obligations of GCA
or Bixby:


27





·
            to
      pay the investment bank compensation earned up to the date of the
      termination, or which becomes payable to the investment bank after
      termination arising from consummation of a financing by investors
      introduced by the investment bank within 24 months after
      termination;





·
            arising
      from any financing under the investment bank’s right of first refusal to
      provide or arrange future financings,
or





·
            to
      reimburse the investment bank its reimbursable
  expenses.





No
assurance can be given that any financing of GCA or Bixby will result from the
relationship with the investment bank described above, and if a financing does
occur, GCA cannot predict what the structure, terms or pricing of that financing
would be or what effect it would have on the rights of GCA’s stockholders and
other securityholders.





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, including as applicable the
Pending Merger.





Comparison
of Fiscal Periods Ended May 31, 2009 and May 31, 2008





Operational
Expenses





Total
operating expenses were $35,867 for the fiscal period from August 14, 2006
(inception) through May 31, 2008.  Total operating expenses were
$418,513 for the fiscal year ended May 31, 2009, inclusive of $337,527 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 substantial increase
in 2009 over the previous reporting period was attributable to expenses
associated with the Pending Merger.





We
incurred a net loss of $33,635 for the fiscal period from August 14, 2006
(inception) through May 31, 2008 and a net loss of $116,146 for the period from
August 14, 2006 (inception) through May 31, 2009.  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 7, 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/printing 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 May 7, 2008
through the earlier of (i) four business days following 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 Pending Merger
and the preparation, filing and dissemination of the S-4 Registration/Merger
Proxy Statement 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 either on a timely basis or
at all, 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 expects to be able to meet its obligations to us in the
near-term, Bixby has been seriously delinquent in meeting its obligations to us
since approximately January of 2009 and continues to be in substantial arrears
to us.  At May 31, 2009, Bixby owed us $182,101.21, and at August 28,
2009, Bixby owed us $78,101.21. We have
reserved all amounts that remain to be collected from Bixby as of August 31,
2009, and there can be no assurance of its ability to meet its
obligations to us in accordance with the terms of the Merger
Agreement.  If Bixby fails to pay our expenses in accordance with the
Merger Agreement, it is unlikely that we will be able to meet our financial
obligations.


28


At May
31, 2009, we had cash of $13,151 and a working capital deficit of
$(115,646).  This compares to cash of $509 and a working capital
deficit of $(33,135) at May 31, 2008.  At May 31, 2009, our only
assets consisted of $13,151 in cash and $104,000 in accounts receivable from
Bixby.  Without the accounts receivable from Bixby, our working
capital deficit at May 31, 2009 would have been $(219,646).





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, 2009.  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
$478,345.  This is comprised of $59,832 in such expenses for the
period from August 14, 2006 (inception) to May 31, 2008 and the amount of
$418,513 in such expenses for the fiscal year ended May 31, 2009.





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
$3,137.  This is comprised of $1,612 in interest expense for the
period from August 14, 2006 (inception) to May 31, 2008 and an additional $1,525
in interest expense for the fiscal year ended May 31, 2009.  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 May
2009, the FASB issued SFAS No. 165, “Subsequent
Events”.  The new standard is intended to establish general
standards of accounting for and disclosure of events that occur after the
balance sheet date, but before the issuance of financial statements.
Specifically, the standard sets forth: 1) the period after the balance sheet
date during which management should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements, 2)
the circumstances that an entity should recognize events or transactions that
occur after the balance sheet date, and 3) the disclosures that an entity should
make about events or transactions that occur after the balance sheet
date.


29





In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles- a replacement of FASB Statement No. 162”.  The new
standard sets forth that the FASB Accounting Standards
Codification(Codification) will become the source of authoritative U.S.
generally accepted accounting principles (GAAP) recognized by the FASB to be
applied to nongovernmental entities.  Rules and interpretive releases
of the Securities and Exchange Commission (SEC) under authority of federal
securities laws are also source for authoritative GAAP for SEC registrants. When
the statement is effective, the Codification will supersede all then-existing
non-SEC accounting and reporting standards. All other nongrandfathered non-SEC
accounting literature not included in the Codification will become
nonauthoritative.





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.





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.


30


ITEM
8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.




Page(s)Financial
      Statements:Report
      of Independent Registered Public Accounting Firm
                            
                            
                            F-1Balance
      Sheets (Audited) as of May 31, 2009 and May 31, 2008
                            
                            
                            F-2Statements
      of Operations (Audited) for the Year Ended May 31, 2009, for the Year
      Ended May 31, 2008, and for the Period from Inception (August 14, 2006)
      through May 31, 2009
                            
                            
                            F-3Statement
      of Changes in Stockholders’ Deficit (Audited) for the Period from
      Inception (August 14, 2006) through May 31, 2009
                            
                            
                            F-4Statements
      of Cash Flows (Audited) for the Year Ended May 31, 2009, for the Year
      Ended May 31, 2008, and for the Period from Inception (August 14, 2006)
      through May 31, 2009
                            
                            
                            F-5Notes
      to Audited Financial Statements
                            
                            F-6toF-15


31




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, 2009 and 2008 and the related
consolidated statements of operations, stockholders' deficit and cash flows for
the years ended May 31, 2009 and 2008 and for the period from August 14, 2006
(Inception) to May 31, 2009. 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, 2009 and 2008 and the results of their
operations and their cash flows for the years ended May 31, 2009 and 2008 and
for the period from August 14, 2006 (Inception) to May 31, 2009, 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
$116,146 from inception through May 31, 2009. 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., LLPSherb
      & Co., LLP
  New
York, New York
 August
28, 2009
  F-1
  GCA
I ACQUISITION CORP.
 (A
Development Stage Company)
 CONSOLIDATED
BALANCE SHEETS
 
 May
      31,2009
                      
                      
                      2008ASSETSCurrent
      assets:Cash
      and cash equivalents
                      
                      $
                      13,151
                      
                      
                      $
                      509Other
      receivable, net of provision for doubtful accounts of $79,101 and $0 at
      May 31, 2009 and 2008, respectively
                      
                      
                      104,000
                      
                      
                      
                      27,957Total
      current assets
                      
                      $
                      117,151
                      
                      
                      $
                      28,466LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable and accrued expenses
                      
                      $
                      197,560
                      
                      
                      $
                      27,889Notes
      payable to a stockholder, including accrued interest of $3,137 and $1,612
      at May 31, 2009 and 2008, respectively
                      
                      
                      35,237
                      
                      
                      
                      33,712Total
      current liabilities
                      
                      
                      232,797
                      
                      
                      
                      61,601Stockholders'
      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, 2009 and 2008
                      
                      
                      500
                      
                      
                      
                      500Deficit
      accumulated during the development stage
                      
                      
                      (116,146
                      )
                      
                      
                      (33,635
                      )Total
      stockholders' deficit
                      
                      
                      (115,646
                      )
                      
                      
                      (33,135
                      )Total
      liabilities and stockholders' deficit
                      
                      $
                      117,151
                      
                      
                      $
                      28,466
 
 See
accompanying notes to consolidated financial statements
  F-2
 
 GCA
I ACQUISITION CORP.
 (A
Development Stage Company)
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 
 For the
                    period fromYear ending May 31,
                  
                  
                  August 14, 2006
                    (Inception)2009
                  
                  
                  2008
                  
                  
                  to May 31, 2009Operating
      expenses:Selling,
      general, and administrative expenses
                  
                  $
                  418,513
                  
                  
                  $
                  35,867
                  
                  
                  $
                  478,345Reimbursed
      expenses
                  
                  
                  (337,527
                  )
                  
                  
                  (27,809
                  )
                  
                  
                  (365,336
                  )Selling,
      general, and administrative expenses, net
                  
                  
                  80,986
                  
                  
                  
                  8,058
                  
                  
                  
                  113,009Other
      expense:Interest
      expense-related party
                  
                  
                  1,525
                  
                  
                  
                  1,295
                  
                  
                  
                  3,137Net
      loss
                  
                  $
                  (82,511
                  )
                  
                  $
                  (9,353
                  )
                  
                  $
                  (116,146
                  )Basic
      and diluted loss per common share
                  
                  $
                  (0.02
                  )
                  
                  $
                  (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, 2009
 
 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
                  )Net
      loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (82,511
                  )
                  
                  
                  (82,511
                  )Ending
      balance, May 31, 2009
                  
                  
                  5,000,000
                  
                  
                  $
                  500
                  
                  
                  $
                  (116,146
                  )
                  
                  $
                  (115,646
                  )
 
 See
accompanying notes to consoldiated financial statements
  F-4
 
 GCA
I ACQUISITION CORP.
 (A
Development Stage Company)
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 
 For the
                    period fromYear ending May 31,
                  
                  
                  August 14, 2006
                    (Inception)2009
                  
                  
                  2008
                  
                  
                  to May 31, 2009Cash
      flows from operating activities:Net
      loss
                  
                  $
                  (82,511
                  )
                  
                  $
                  (9,353
                  )
                  
                  $
                  (116,146
                  )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Changes
      in operating assets and liabilities:Accrued
      interest on promissory notes
                  
                  
                  1,525
                  
                  
                  
                  1,295
                  
                  
                  
                  3,137Increase
      in other receivable
                  
                  
                  (76,043
                  )
                  
                  
                  (27,957
                  )
                  
                  
                  (104,000
                  )Increase
      in accounts payable and accrued expenses
                  
                  
                  169,671
                  
                  
                  
                  18,039
                  
                  
                  
                  197,560Net
      cash provided by (used in) operating activities
                  
                  
                  12,642
                  
                  
                  
                  (17,976
                  )
                  
                  
                  (19,449
                  )Cash
      flows from financing activities:Proceeds
      from issuance of promissory notes payable to stockholder
                  
                  
                  -
                  
                  
                  
                  17,100
                  
                  
                  
                  32,100Proceeds
      from issuance of shares of common stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  500Net
      cash provided by financing activities
                  
                  
                  -
                  
                  
                  
                  17,100
                  
                  
                  
                  32,600Net
      increase (decrease) in cash
                  
                  
                  12,642
                  
                  
                  
                  (876
                  )
                  
                  
                  13,151Cash,
      beginning of period
                  
                  
                  509
                  
                  
                  
                  1,385
                  
                  
                  
                  -Cash,
      end of period
                  
                  $
                  13,151
                  
                  
                  $
                  509
                  
                  
                  $
                  13,151Supplemental
      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, 2009 and 2008
 
 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.
 
 Since
inception, the Company has been engaged in organizational efforts, obtaining
initial financing, complying with reporting obligations under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and efforts to identify
and consummate a possible business combination.  Until the Company is
able to acquire or merge with an existing operating company, its sole business
purpose is to accomplish this objective.   Although the Company
entered into a definitive Agreement and Plan of Merger as of May 7, 2008, which
agreement was superseded by a definitive Amended and Restated Agreement and Plan
of Merger as of March 27, 2009 (as amended and restated, the “Merger Agreement”)
with a target operating company, and has 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, subject
to many risks, 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.
 
 Based on
its proposed business activities, the Company 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 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”), the Company also qualifies as a “shell company,”
because it has 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.  The Company’s management does not intend to undertake
any efforts to cause a market to develop in its securities, either debt or
equity, unless and until it has successfully concluded a business
combination.  The Company intends to comply with the periodic
reporting requirements of the Exchange Act for so long as it continues to be
subject to those requirements.
 
 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.  Its 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,
the Company has curtailed for the time being its 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 it resumes
its business objectives of identifying a target company with which to combine,
it will not restrict its potential candidate target companies to any specific
business, industry or geographic location and may, as a result, acquire any type
of business.
 
 Merger
& Acquisition
 
 On
March 27, 2009, the Company entered into a definitive Amended and Restated
Agreement and Plan of Merger with each of Bixby Energy Acquisition Corp., a
wholly-owned special-purpose acquisition subsidiary of GCA that was incorporated
on April 23, 2008 (“Merger Sub”), Bixby Energy Systems, Inc. (“Bixby”), and
Robert A. Walker, the President, Chief Executive Officer and Chairman of the
board of directors of Bixby (“Mr. Walker”).  This Merger Agreement
amended and restated a prior merger agreement entered into among the same
parties as of May 7, 2008.
  F-6
  GCA
I ACQUISITION CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 May
31, 2009 and 2008
 
 Note
1 - Organization and Description of Business, Basis of Presentation and Going
Concern – Cont’d.
 
 As a
result of the Pending Merger:
 
 ·
              Bixby
      will become a wholly-owned subsidiary of the
  Company;
  ·
              the
      officers and sole director of the Company prior to the effective time of
      the Pending Merger will resign; and
  ·
              by
      virtue of the conversion or exchange of Bixby securities for Company
      securities, Bixby security holders before the Pending Merger will own
      between approximately 92% and 96% of the voting stock of the Company after
      closing of the Pending Merger.
  As soon
as practicable following the closing of the Pending Merger (i.e. following the change in
control of the Company contemplated by the Pending Merger):
  ·
              the
      board of directors of the Company will amend the bylaws of the Company to
      permit a board of directors ranging between one and twelve
      directors;
  ·
              the
      board of directors of the Company will appoint as directors those persons
      who were directors of Bixby immediately prior to the closing of the
      Pending Merger; and
  ·
              the
      board of directors of the Company will elect new officers of the Company
      who will be the same persons who were officers of Bixby immediately prior
      to the closing of the Pending
merger.
  Upon
closing of the Pending Merger, Bixby’s assets and operations will become the
assets and operations of the Company.
 
 Bixby is
an early-stage company focused on the development and commercial exploitation of
a system that converts certain types of coal into a combination of specialty
carbon products including synthetic natural gas, semi-coke, activated carbon,
coal tar and coal oils, and, pending further development in terms of cost
reduction/efficiency, a light, sweet crude synfuel, products which, taken
together, are expected to offer a significantly higher commercial value than
coal.  It has patent applications pending on certain of the design
features of this system.  Bixby has progressed through the initial
R&D phases to the pilot scale.  The first commercial scale
reference plant capable of producing a portfolio of carbon products is currently
under development.  Although Bixby has not generated any revenues to
date from operations utilizing this carbon conversion technology, Bixby
management believes that it is positioned to become a significant and
economically efficient producer of each of synthetic natural gas, semi-coke,
activated carbon, coal tar and coal oils, or a licensor of technology that will
enable licensees to do the same.
 
 In
addition to its carbon conversion system, Bixby has acquired other technologies
that it is in the process of further developing.  Among others, this
includes a certain liquefaction technology that has been designed to work with
the carbon conversion system and which is aimed at economically converting the
semi-coke it produces through the system to a light sweet crude liquid
synfuel.  Although there can be no assurance, Bixby management
believes that this technology will be ready for commercialization within
approximately the next two to three years.
 
 Bixby’s
business model for the future is currently in the research and development
stages and, as such, undetermined.  While there is a possibility that
Bixby will determine to focus exclusively on the exploitation of its technology
through a model that contemplates Bixby’s involvement and risk solely to the
extent of those products directly generated through its technology (i.e. synthetic natural gas,
semi-coke, activated carbon, coal oils, coal tars, and, eventually, crude oil),
it is also considering involvement in enterprises which involve products that
are derived from certain of those products, including coal-based gas-fired
electric power plants.  In any case, and although there can be no
assurance, Bixby expects to build its business principally on the basis of
single or multi-plant projects pursued in accordance with any one of three
different types of project models:
  F-7
  GCA
I ACQUISITION CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 May
31, 2009 and 2008
 
 Note
1 - Organization and Description of Business, Basis of Presentation and Going
Concern – Cont’d.
 
 ·
              Independent
      Bixby projects;
 ·
              Strategic
      joint venture projects; and
 ·
              Pure
      licensing projects.
 
 Bixby was
founded in July of 2001.  It has never been
profitable.  Although Bixby generated material revenues in certain
prior years since its inception in 2001 (none of which led, or even came close
to leading, to profitability during corresponding fiscal periods), such revenues
were exclusively generated from two business units neither of which remains a
focus of Bixby’s business plan.  One of these business units had
been manufacturing and selling corn and wood-pellet burning home-heating
stoves (and related accessories) but, following an industry-wide slowdown
and resulting inventory glut, has been in a production halt and inventory
liquidation process for over two years.  The other business
unit is a water-softener salts regional sales and distribution operation in
Minnesota and certain of the surrounding states which Bixby acquired in 2004 as
a strategic component of its then business plan which it has since sold, and
which is no longer part of Bixby’s operations.
 
 The
obligations of the parties to consummate the Pending Merger are subject to the
satisfaction on or before the closing date of the Pending Merger of the
following conditions, among others:
 
 ·
              the
      Pending Merger and the Merger Agreement having been approved by the Bixby
      stockholders in accordance with the Delaware General Corporation Law and
      Bixby’s certificate of incorporation and
bylaws;
  ·
              the
      shares of Company common stock and other securities issuable as part of
      the Pending Merger having been duly
      authorized; and
  ·
              a
      combination S-4 registration statement covering the securities to be
      issued in the Pending Merger and joint merger proxy statement (the “S-4
      Registration/Merger Proxy Statement”) having become effective under the
      Securities Act, having been delivered to all required recipients, and
      having not become the subject of any stop order or proceeding seeking a
      stop order.
  In
addition, the obligations of the Company and Merger Sub to consummate the
Pending Merger are subject to satisfaction
(or waiver by the Company in its sole discretion) on or prior to the closing
date of the following conditions:
 
 ·
              Mr.
      Walker having delivered an executed voting
  agreement;
  ·
              In general, each of the representations and
      warranties of Bixby and Mr. Walker set forth in the Merger Agreement being
      true and correct as of the closing
date;
  ·
              Bixby
      having obtained the requisite approval of its stockholders to the amendment of it’s certificate of
      incorporation to revise the terms of it’s Series A convertible preferred
      stock to provide that the Series A convertible preferred stock will
      convert into Company common stock on an as-converted basis in the Pending
      Merger in accordance with the Delaware General Corporation Law and its
      certificate of incorporation and bylaws;
  ·
              Bixby having entered into exchange agreements with
      a number of the holders of Bixby convertible debt securities satisfactory
      to the Company in its exclusive discretion, and performance by the holders
      of their obligations under such exchange agreements having been
      satisfied;
  ·
              Bixby having entered into exchange agreements with
      a number of the holders of Bixby common stock purchase warrants
      satisfactory to the Company in its exclusive discretion, and performance
      by the holders of their obligations under such exchange agreements having
      been satisfied;
  F-8
  GCA
I ACQUISITION CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 May
31, 2009 and 2008
 
 Note
1 - Organization and Description of Business, Basis of Presentation and Going
Concern – Cont’d.
 
 ·
              Bixby having entered into exchange agreements with
      a number of the holders of Bixby Series A convertible preferred stock
      purchase warrants satisfactory to the Company in its exclusive discretion,
      and performance by the holders of their obligations under such exchange
      agreements having been satisfied;
and
  ·
              GCA,
      at the expense of Bixby, having procured directors and officers liability
      insurance coverage in an aggregate amount, and from a carrier, satisfactory to the
      Company.
  In
addition, the obligation of Bixby to consummate the Pending Merger is subject to
satisfaction (or waiver by Bixby in its sole discretion) on or prior to the
closing date of the following conditions:
 
 ·
              In
      general, each of the representations and warranties of the Company set
      forth in the Merger Agreement being true and correct as of the closing
      date as if made at and as of the closing
date;
  ·
              The
      holders of no more than twenty percent (20%) of the Bixby shares eligible
      for appraisal rights under the Delaware General Corporation Law having
      taken the steps necessary steps to perfect their appraisal rights as
      determined immediately prior to the effective time of the Pending
      Merger;
  ·
              Bixby
      having received resignations of each of the officers of the Company,
      effective, in each case, as of the effective time of the Pending Merger;
      and
  ·
              the Company having duly authorized and filed the
      amendments to its certificate of incorporation relating to a required
      7-for-10 reverse stock-split and an increase in its authorized common
      stock to 200 million shares, and the Company having outstanding no
      securities other than 3.5 million shares of its common
      stock.
  The
Merger Agreement may be terminated and the Pending Merger and the related
transactions may be abandoned at any time prior to the effective time of the
Pending Merger, even though requisite approval has been obtained, as
follows:
 
 ·
              by
      mutual written consent duly authorized by the boards of directors of each
      of the Company, Merger Sub and
Bixby;
  ·
              by
      the Company:
  ·
              to
      the extent that the effective time of the Pending Merger shall not have
      occurred on or before December 31,
2009;
  ·
              if
      the Company reasonably concludes that material information regarding Bixby
      and/or its subsidiaries that it determines to include in the S-4
      Registration/Merger Proxy Statement has been unreasonably withheld by
      Bixby and/or its subsidiaries;
  ·
              if
      Bixby unreasonably withholds its approval as to the accuracy and
      completeness of the S-4 Registration/Merger Proxy
    Statement;
  ·
              if
      Bixby’s independent auditors resign due to a disagreement with management
      of Bixby or any of its officers and/or
  directors;
  ·
              upon
      a material breach of any representation, warranty, covenant or agreement
      on the part of Bixby set forth in the Merger
  Agreement;
  F-9
  GCA
I ACQUISITION CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 May
31, 2009 and 2008
 
 Note
1 - Organization and Description of Business, Basis of Presentation and Going
Concern – Cont’d.
 
 ·
              if
      any representation or warranty of Bixby shall have become materially
      untrue unless (i) the breach is curable by Bixby through the exercise of
      its best efforts and for so long as Bixby continues to exercise such best
      efforts, and (ii) the breach is the direct or indirect result of
      obligations arising under or are otherwise reasonably contemplated by any
      other provision of the Merger Agreement;
or
  ·
              if
      any condition to Bixby’s obligation to complete the Pending Merger is not
      met;
  ·
              by
      Bixby:
  ·
              if
      Bixby’s stockholders fail to approve the Pending Merger and the Merger
      Agreement within a reasonable period following good faith compliance by
      Bixby and Mr. Walker with their respective obligations under the Merger
      Agreement;
  ·
              upon
      a material breach of any representation, warranty, covenant or agreement
      on the part of the Company set forth in the Merger Agreement, or if any
      representation or warranty of the Company shall have become materially
      untrue unless (i) the breach is curable by the Company through the
      exercise of its best efforts and for so long as the Company continues to
      exercise such best efforts, and (ii) the breach is the direct or indirect
      result of obligations arising under or are otherwise reasonably
      contemplated by any other provision of the Merger Agreement;
      or
  ·
              if
      any condition to the Company’s obligation to complete the Pending Merger
      is not met.
  The
foregoing description of the Merger Agreement is incomplete and is qualified in
its entirety by the Merger Agreement itself, a copy of which is included as
Exhibit 10.1 to the current report on Form 8-K filed by the Company on April 2,
2009.
  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 $82,511 for the year ended May 31, 2009. 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, 2009
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-10
  GCA
I ACQUISITION CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 May
31, 2009 and 2008
 
 Note
1 - Organization and Description of Business, Basis of Presentation and Going
Concern – Cont’d.
 
 Basis
of Presentation and Consolidation
 
 The
accompanying consolidated financial statements present the results of operations
of its wholly-owned subsidiary for the fiscal years ending May 31, 2009 and
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 other
receivable.
 
 At May
31, 2009, the Company's other receivable is entirely due from an acquisition
target, which is located in the United States.
  Other
Receivable and Reimbursements
 
 Other
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.
 
 At May
31, 2009, the Company determined that a provision of $79,101 was
appropriate.
 
 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.
  F-11
  GCA
I ACQUISITION CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 May
31, 2009 and 2008
 
 Note
2 - Summary of Significant Accounting Policies – Cont’d.
 
 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, 2009.
 
 Accounts
Payable and Accrued Expenses
  Accounts
payable and accrued expenses at May 31, 2009 consisted primarily of accrued
professional fees.
  Related
Party Transactions
  At May
31, 2009, the Company owed $82,163 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, 2009, 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 $3,137 at May 31, 2009.
  F-12
  GCA
I ACQUISITION CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 May
31, 2009 and 2008
 
 Note
2 - Summary of Significant Accounting Policies – Cont’d.
 
 Recent
Accounting Pronouncements
  In May
2009, the FASB issued SFAS No. 165, “Subsequent
Events”.  The new standard is intended to establish general
standards of accounting for and disclosure of events that occur after the
balance sheet date, but before the issuance of financial statements.
Specifically, the standard sets forth: 1) the period after the balance sheet
date during which management should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements, 2)
the circumstances that an entity should recognize events or transactions that
occur after the balance sheet date, and 3) the disclosures that an entity should
make about events or transactions that occur after the balance sheet
date.
 
 In June
2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles- a replacement of FASB Statement No. 162”.  The new
standard sets forth that the FASB Accounting Standards
Codification(Codification) will become the source of authoritative U.S.
generally accepted accounting principles (GAAP) recognized by the FASB to be
applied to nongovernmental entities.  Rules and interpretive releases
of the Securities and Exchange Commission (SEC) under authority of federal
securities laws are also a source for authoritative GAAP for SEC
registrants.  When the statement is effective, the Codification will
supersede all then-existing non-SEC accounting and reporting standards. All
other nongrandfathered non-SEC accounting literature not included in the
Codification will become nonauthoritative.
 
 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, 2009, the Company has no net operating losses for federal income tax
purposes. Significant components of the net deferred taxes, at May 31, 2009 and
2008 are as follows:
  2009
                      
                      
                      2008Capitalized
      startup costs:
                      
                      $
                      46,500
                      
                      
                      $
                      19,600Less
      valuation allowance:
                      
                      
                      (46,500
                      )
                      
                      
                      (19,600
                      )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 $46,500 and $19,600 at May 31, 2009
and 2008, respectively, is necessary to reduce the deferred tax assets to the
amount that will more likely than not be realized.
  F-13
  GCA
I ACQUISITION CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 May
31, 2009 and 2008
 
 Note
4 – Income Tax – Cont’d.
 
 The
federal statutory tax rate reconciled to the effective tax rate during 2009 and
2008 is as follows:
 
 2009
                      
                      
                      2008Tax
      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
                      %
  Note
5 - Subsequent Events
 
 On August
14, 2009, the Company and Bixby jointly engaged a certain middle-market,
boutique FINRA member investment bank on an exclusive basis to assist them in
obtaining project financing for Bixby’s pilot carbon conversion technology plant
in Chelyan, West Virginia.  While, subject to the availability of
financing, the plant is expected to eventually consist of a system incorporating
four full-scale units and one quarter-scale unit, the financing contemplated by
the engagement will include only an amount required to cover the capital
expenditure requirements associated with the one quarter-scale unit and a single
full-scale unit, together with an as-yet undetermined amount of associated
operating and overhead capital.  It is contemplated that a financing
may occur in one or series of transactions.  Any financing introduced
or arranged by the investment bank is contingent upon the closing of the Pending
Merger, and it is anticipated that a financing will occur contemporaneously with
the closing of the Pending Merger. Currently no terms, structure or pricing of
any financing have been established, and it is possible that any such financing
shall not have occurred as of the time the Pending Merger closes.
 
 Under the
terms of the engagement agreement, the investment bank or its affiliates will,
to the extent requested by the Company and Bixby:
 
 ·
              Develop
      a master plan for financing the
project;
 
 ·
              Perform
      due diligence on the Company and Bixby and the project at a level
      commensurate with the type of investor and structure that becomes
      contemplated in the proposed
financing;
 
 ·
              Assist
      in the preparation of offering materials with respect to the proposed
      financing;
 
 ·
              Introduce
      the Company and Bixby to potential investors, which are anticipated to be
      institutional investors;
 
 ·
              Develop
      a strategy to effectuate, and assist in structuring and negotiating, the
      proposed financing;
 
 ·
              Act
      as a placement agent in the sale of equity, debt or convertible securities
      in the proposed financing.
 
 The
engagement agreement provides for payment of a monthly retainer to the
investment bank for four months, payable by Bixby, and if the proposed financing
is consummated, the investment bank will be entitled to a transaction fee which
will be comprised of a combination of cash and equity
interests.  Under the terms of the engagement agreement, the
investment bank will not be entitled to the transaction fees if a financing is
undertaken by the Company or Bixby with certain preexisting prospects of
Bixby.  In that case, the parties will negotiate appropriate
compensation for services provided by the investment bank based on industry
standards, in advance of the consummation of such a financing.
 
 Bixby
will reimburse the investment bank for it’s reasonable, pre-agreed expenses in
connection with its engagement.
 
 The
engagement agreement provides that during the term of the investment bank’s
engagement:
  F-14
  GCA
I ACQUISITION CORP.
 (A
Development Stage Company)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 May
31, 2009 and 2008
 
 Note
5 - Subsequent Events – Cont’d.
 
 ·
              neither
      the Company nor Bixby will solicit any offers from any parties in
      connection with a financing and they will advise the investment bank of
      any indications of interest to participate in a
  financing;
 
 ·
              the
      Company and Bixby will keep confidential, and not provide to any third
      party, materials relating to a financing without the investment bank’s
      consent.
 
 The
engagement agreement grants the investment bank a right of first refusal to
finance:
 
 ·
              on
      a project basis, the further expansion of the Chelyan, West Virgina
      reference plant beyond the scope of the pilot
  project;
 
 ·
              on
      a project basis, any additional plants to be controlled by the
      Company;
 
 ·
              on
      a corporate finance basis, the Company for a period of 24 months following
      the closing of a financing contemplated by the engagement
      agreement.
 
 Under the
engagement agreement, each of the Company and Bixby agree to indemnify the
investment bank against any claims arising from the Company’s or Bixby’s
respective acts or omissions in the performance of its agreements or from any
untrue statements or omissions from information furnished by it to the
investment bank, upon terms that are customary under investment banking
agreements.
 
 The
Company and Bixby acting jointly, or the investment bank, may terminate the
engagement agreement at any time upon written notice.  Termination of
the engagement agreement will not effect any of the following obligations of the
Company or Bixby:
 
 ·
              to
      pay the investment bank compensation earned up to the date of the
      termination, or which becomes payable to the investment bank after
      termination arising from consummation of a financing by investors
      introduced by the investment bank within 24 months after
      termination;
 
 ·
              arising
      from any financing under the investment bank’s right of first refusal to
      provide or arrange future financings,
or
 
 ·
              to
      reimburse the investment bank its reimbursable
  expenses.
 
 No
assurance can be given that any financing of the Company or Bixby will result
from the relationship with the investment bank described above, and if a
financing does occur, the Company cannot predict what the structure, terms or
pricing of that financing would be or what effect it would have on the rights of
the Company’s stockholders and other security holders.
 
 The
subsequent events were evaluated by the Company through August 25,
2009.


F-15




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, 2009, 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, 2009, 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 year ended May 31, 2009, 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, 2009.  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, 2009,
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.


32


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, 2009:





Name
                    
                    Age
                    
                    Position
                    
                    TermMichael
      M. Membrado
                    
                    47
                    
                    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 finance, securities and M&A 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 GCA II Acquisition Corp., which is a blank
check SEC reporting shell 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, 2009 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.




33


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 as Exhibit 14.1 with our Annual Report on
Form 10-K for the fiscal year ended May 31, 2008.





Nominating
Committee





We have
not adopted any procedures by which our securityholders 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, including as applicable the Pending Merger, 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,
2009.





Name and Position
                        
                        Year
                        
                        Total
                          CompensationMichael
      M. Membrado, President, CEO, CFO, Secretary,  Treasurer,
      Director
                        
                        2009
                        
                        $
                        250,856.45
                        *2008
                        
                        $
                        7,196
                        *





*  Mr.
Membrado does not receive any salary, bonus or other benefits for his
services.  Pursuant to a formal engagement, however, M.M. Membrado,
PLLC, a law firm beneficially owned exclusively by Mr. Membrado, provides legal
services to us for which we are obligated to pay at rates up to
$400/hr.  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/printing
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
May 7, 2008 through the earlier of (i) four business days following 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 Pending Merger and the preparation, filing and dissemination of the
S-4 Registration/Merger Proxy Statement and all related federal and state
securities law compliance associated with the Pending
Merger.  Services performed by M.M. Membrado, PLLC for us that fall
within these parameters are invoiced by M.M. Membrado, PLLC to
us.  The figures set forth under Total Compensation represent legal
fees that were invoiced to us for services rendered as of May 31, 2009 and May
31, 2008, respectively, by M.M. Membrado PLLC.  During Fiscal Years
2008 and 2009, and of such invoiced amounts, we paid a total of $-0- and
$175,889.50 to M.M. Membrado, PLLC, respectively.  As of August 28,
2009, we had paid an additional $44,500 to M.M. Membrado, PLLC during Fiscal
Year 2010.





Employment
Agreements





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





Director
Compensation


34


Except as
otherwise provided above in the note to the executive compensation
table,





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, 2009 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, 2009 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 ClassMichael M. Membrado (1)
                115 East 57th Street, 11th Floor
                New York, NY 10022
              
              2,500,000
              
              50%Jennifer
      L. Lee
                329
      East 12th
      Street, #17
                New
      York, NY 10003
              
              2,500,000
              
              50%All
      Officers and Directors as a group (one individual)
              
              2,500,000
              
              50%





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




35




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, 2009, 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
                                      
                                      $
                                      4,509.31
                                      
                                      None10-20-06
                                      
                                      (*)
                                      
                                      4.75APR
                                      
                                      $
                                      4,496.11
                                      
                                      None12-18-06
                                      
                                      (*)
                                      
                                      4.75APR
                                      
                                      $
                                      2,790.94
                                      
                                      None04-30-07
                                      
                                      (*)
                                      
                                      4.75APR
                                      
                                      $
                                      4,945.31
                                      
                                      None06-29-07
                                      
                                      (*)
                                      
                                      4.75APR
                                      
                                      $
                                      3,939.15
                                      
                                      None08-15-07
                                      
                                      (*)
                                      
                                      4.75APR
                                      
                                      $
                                      5,968.07
                                      
                                      None11-13-07
                                      
                                      (*)
                                      
                                      4.75APR
                                      
                                      $
                                      8,587.94
                                      
                                      None





(*)  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, 2009, M.M. Membrado had accrued a total of $258,052.45 in legal fees
pursuant to this engagement (since May 7, 2008), $82,163 of which was
outstanding and unpaid as of May 31, 2009.





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;




36


§
            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.





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 27, 2009, 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, 2009.





FY
      2009
              
              
              FY 2008Audit
      fees
              
              $
              18,000
              
              
              $
              16,000Audit-related
      fees
              
              $
              —
              
              
              $
              —Tax
      fees
              
              $
              —
              
              
              $
              —All
      other fees
              
              $
              2,500
              
              
              $
              —All
      other fees, including tax consultation and preparation
              
              $
              —
              
              
              $
              —





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


37


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.





Balance
      Sheets (Audited) as of May 31, 2009 and May 31, 2008
                  F-2Statements
      of Operations (Audited) for the Year Ended May 31, 2009, for the Year
      Ended May 31, 2008, and for the Period from Inception (August 14, 2006)
      through May 31, 2009
                  F-3Statement
      of Changes in Stockholders’ Deficit (Audited) for the Period from
      Inception (August 14, 2006) through May 31, 2009
                  F-4Statements
      of Cash Flows (Audited) for the Year Ended May 31, 2009, for the Year
      Ended May 31, 2008, and for the Period from Inception (August 14, 2006)
      through May 31, 2009
                  F-5Notes
      to Audited Financial Statements
                  F-6
      to F-15





2.  Exhibits.





The
following exhibits are filed with this report or, as may be indicated,
incorporated by reference herein.





Exhibit No.
              
              Description3.1
              
              Certificate
      of Incorporation, as filed with the Delaware Secretary of State on August
      14, 2006 [filed with the SEC as an exhibit to the Company’s registration
      statement on Form 10-SB on January 30, 2007, and incorporated herein by
      this reference].3.2
              
              By-Laws
      [filed with the SEC as an exhibit to the Company’s registration statement
      on Form 10-SB on January 30, 2007, and incorporated herein by this
      reference].14.1
              
              Code
      of Business Conduct and Ethics [filed with the SEC as an exhibit to the
      Company’s annual report on Form 10-K on August 29, 2008, and incorporated
      herein by this reference].31.1
              
              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, 2009.31.2
              
              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, 2009.32.1
              
              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.




38


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 31, 2009
                GCA
      I ACQUISITION CORP.By:
                /s/
      Michael M. MembradoMichael
      M. Membrado
                  Chief
      Executive Officer
                  (principal
      executive officer),
                  Chief
      Financial Officer
                  (principal
      financial officer),
                  Treasurer
                  (principal
      accounting officer), and
Director





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.
      Membrado
                  
                  Chief
      Executive  Officer
                  
                  August
      31, 2009(principal
      executive officer),
                    Chief
      Financial Officer
                    (principal
      financial officer), Treasurer
                    (principal
      accounting officer), and
                    Director




39