UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


AMENDMENT
NO. 2





[X]  ANNUAL
REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
fiscal year ended May 31, 2008


OR





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





For the
transition period from __________________ to __________________.





Commission
file number: 000-52431





GCA
I ACQUISITION CORP.


(Exact
name of Registrant as specified in its charter)





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





(646)
486-9770


(Registrant’s
telephone number, including area code)





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




Title
      of each class
                              
                              Name
      of each exchange on which registered





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





Common
Stock, $.0001 par value


(Title of
class)





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


Yes  
 ̈    No   x


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


Yes  
 ̈    No   x




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




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




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




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










GCA I ACQUISITION CORP.





Annual
Report on Form 10-K/A


For
the Fiscal Year Ended May 31, 2008






EXPLANATORY
NOTE





This
abbreviated Form 10-K/A Amendment No. 2 amends the annual report of GCA I
Acquisition Corp. on Form 10-K originally filed on August 29, 2008 and
thereafter amended pursuant to an abbreviated Form 10-K/A filed August 21,
2009.  It includes only the signature page and those certifications
required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and is being
filed in order to correct certain typographical errors contained in the
certifications that had been included in the previous
filings.










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 28, 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
                        (principal
      executive officer),
                        Chief
      Financial Officer
                        (principal
      financial officer), Treasurer
                        (principal
      accounting officer), and
                        Director
                      
                      August
      28,
2009