**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**




(Mark
      One)




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





For
      the
      fiscal year ended May 31, 2007.





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





For
      the
      transition period from ________ to _________.





Commission
        file number: 000-52432





**GCA
      II ACQUISITION CORP.**


(Name
      of
      small business issuer in its charter)





Delaware
            
            14-1973533(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)115
                East 57thStreet, Suite 1006
              New
                York, NY
            
            10022(Address
                of principal executive offices)
            
            (Zip
                Code)





(646)
      486-9770


(Issuer’s
      telephone number)





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





None





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





Common
      Stock, $.0001 par value


(Title
      of
      class)





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act.  o





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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 o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. 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 o





Revenues
      for the fiscal year ended May 31, 2007 totaled $-0-.





As
      of
      August 24, 2007, there was no public trading market for any securities of the
      Company.





At
      August
      24, 2007, the issuer had outstanding 5,000,000 shares of common stock, of which
      there is only a single class.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





None.





Transitional
      Small Business Disclosure Format (check one): Yes o No x














**GCA
      II ACQUISITION CORP.**





**ANNUAL
      REPORT ON FORM 10-KSB**


**FOR
      FISCAL YEAR ENDED MAY 31, 2007**





**-
      TABLE OF CONTENTS -**





Page**PART
                I**Item
                1.      Description of Business
            
            3Item
                2.      Description of
                Property
            
            10Item
                3.      Legal Proceedings
            
            10Item
                4.      Submission of Matters to a Vote of
                Security Holders
            
            10**PART
                II**Item
                5.      Market for Common Equity and Related
                Stockholder Matters and Small Business Issuer Purchases of Equity
                Securities
            
            11Item
                6.      Management’s Discussion and Analysis
                or Plan of Operation
            
            11Item
                7.      Financial Statements
            
            F-1Item
                8.      Changes In and Disagreement’s With
                Accountants on Accounting and Financial Disclosure
            
            16Item
                8A.  Controls and Procedures
            
            16Item
                8B.   Other Information
            
            16**Part
                III**Item
                9.     
                Directors, Executive Officers, Promoters, Control Persons and Corporate
                Governance; Compliance With Section 16Aa) of the Exchange
                Act
            
            17Item
                10.    Executive Compensation
            
            18Item
                11.    Security Ownership of Certain Beneficial Owners and
                Management and Related Stockholder Matters
            
            18Item
                12.    Certain Relationships
                and Related Transactions, and Director Independence
            
            19Item
                13.   
                Exhibits
            
            20Item
                14.    Principal Accountant Fees and
                Services
            
            21Signatures
            
            22




1


**FORWARD-LOOKING
      STATEMENTS**





Certain
        statements made in this Annual Report on Form 10-KSB 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 II Acquisition
        Corp. (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. The Company’s 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 the control
        of the
        Company. Although the Company believes its 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 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 the Company or any other person that the objectives and
        plans
        of the Company will be achieved.




2


**PART
      I**





**Item
      1. Description of Business.**





**Introduction**





GCA
        II
        Acquisition Corp. (“we”, “us”, “our”, the “Company” or the “Registrant”) was
        incorporated in the State of Delaware on August 14, 2006 and maintains its
        principal executive offices at 115 East 57 th Street,
        Suite 1006, New York, NY 10022. Since inception, the Company has been engaged
        in
        organizational efforts and obtaining initial financing. The Company was formed
        as a vehicle to pursue a business combination. The Company filed a registration
        statement on Form 10-SB with the U.S. Securities and Exchange Commission
        (the
“SEC”) on January 30, 2007, and since its effectiveness, the Company has begun
        efforts to identify a possible business combination. However, the Company
        has
        not entered into a letter of intent or any definitive agreement concerning
        any
        target business. The business purpose of the Company is to seek the acquisition
        of, or merger with, an existing company.





The
      Company, based on proposed business activities, is a “blank check” company. The
      SEC defines those companies as “any development stage company that is issuing a
      penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange
      Act of 1934, as amended, (the “Exchange Act”), and that has no specific business
      plan or purpose, or has indicated that its business plan is to merge with an
      unidentified company or companies.” Many states have enacted statutes, rules and
      regulations limiting the sale of securities of “blank check” companies in their
      respective jurisdictions. The Company, as defined in Rule 12b-2 under the
      Exchange Act, also is a “shell company,” defined as a company with no or nominal
      assets (other than cash) and no or nominal operations. Management does not
      intend to undertake any efforts to cause a market to develop in our securities,
      either debt or equity, until we have successfully concluded a business
      combination. The Company intends to comply with the periodic reporting
      requirements of the Exchange Act for so long as we are 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. The Company’s principal business objective
      for the next 12 months and beyond such time will be to achieve long-term growth
      potential through a combination with a business rather than immediate,
      short-term earnings. The Company will not restrict its potential candidate
      target companies to any specific business, industry or geographical location
      and, thus, may acquire any type of business.





**Competition**





Currently,
      with our primary goal the acquisition of a target company or business seeking
      the perceived advantages of being a publicly-held corporation, the Company
      faces
      vast and growing competition from other shell companies with the same
      objectives. The Company is in a highly competitive market for a small number
      of
      business opportunities which could reduce the likelihood of consummating a
      successful business combination. A large number of established and well-financed
      entities, including small public companies and venture capital firms, are active
      in mergers and acquisitions of companies that may be desirable target candidates
      for us. Nearly all of these entities have significantly greater financial
      resources, technical expertise and managerial capabilities than we do;
      consequently, we will be at a competitive disadvantage in identifying possible
      business opportunities and successfully completing a business combination.
      These
      competitive factors may reduce the likelihood of our identifying and
      consummating a successful business combination.





**Employees**





We
      currently have no employees.





3


**Risk
      Factors**





**An
      investment in our securities is highly speculative and subject to numerous
      and
      substantial risks. These risks include those set forth below and elsewhere
      in
      this Form 10-KSB. Readers are encouraged to review these risks carefully before
      making any investment decision.**





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





Our
      financial statements for the fiscal period ended May 31, 2007, which are
      included in Part II, Item 7 of this annual report on Form 10-KSB, as well as
      the
      accompanying report of our independent registered public accounting firm on
      our
      financial statements, call into question our ability to operate as a going
      concern. This conclusion is based on our net losses and cash used in operations.
      Those factors, as well as uncertainty in securing financing for continued
      operations, create an uncertainty regarding our ability to continue as a going
      concern. Although we expect that we will be able to meet our expenses going
      forward based on loans and/or equity investments from shareholders or other
      investors, our ability to continue as a going concern will be dependent on
      our
      ability to obtain such financing on acceptable terms, for which there is no
      existing commitment and for which there can be no assurance.





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





We
      are a
      development-stage company and have had no revenue from operations. Because
      we do
      not anticipate having any revenues for the indefinite future, and will likely
      have to finance operating expenses until such time as we may be able to
      consummate a business combination through proceeds obtained from shareholder
      loans or sales of equity, we are likely to incur a net operating loss that
      will
      increase continuously until we are able to consummate a business combination
      with an operating enterprise, and, even then, there can be no assurance of
      profitability. There can be no assurance, moreover, that we will be able to
      identify a suitable enterprise with which to consummate a business combination,
      either in the near-term or at all.





***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 abstain
      as appropriate from voting in relation to any matters in which 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 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.




4


***There
      is intense competition for those private companies suitable for a merger
      transaction of the type we intend to pursue.***





We
      are in
      a highly competitive market for a small number of business opportunities which
      could reduce the likelihood of consummating a successful business combination.
      We are and will continue to be an insignificant participant in the business
      of
      seeking mergers with, joint ventures with, and acquisitions of small private
      and
      public entities. A large number of established and well-financed entities,
      including small public companies and venture capital firms, are active in
      mergers and acquisitions of companies that may be desirable target candidates
      for us. Nearly all these entities have significantly greater financial
      resources, technical expertise and managerial capabilities than we do.
      Consequently, we will be at a competitive disadvantage in being able to identify
      attractive business opportunities and successfully complete a business
      combination. In addition, the number of non-trading public shell companies
      that
      have been formed and are seeking to merge, as we are, has increased dramatically
      over the past several years, and differentiation between and among them is
      extremely limited. These competitive factors may reduce the likelihood of our
      ultimately being able to successfully identify and consummate a business
      combination.





***Our
      future success is highly dependent on the ability of management 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. While management intends to seek business
      combination(s) with entities having established operating histories, we cannot
      assure you that we will be successful in locating candidates meeting that
      criterion. In the event we complete a business combination, the success of
      our
      operations may be dependent upon management of the successor firm and numerous
      other factors beyond our control.





***We
      have no existing agreement for a business combination or other
      transaction.***





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. No assurances can be given that
      we
      will successfully identify and evaluate suitable business opportunities or
      that
      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 a business
      combination 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, much less profitability.





***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. We have no assurances, as a
      result, that market demand exists for a merger or acquisition as contemplated
      by
      us. Our management has not identified any specific business combination or
      other
      transactions for formal evaluation by us, such that it may be expected that
      any
      such target business or transaction will present such a level of risk that
      conventional private or public offerings of securities or conventional bank
      financing will not be available. There can be no assurance that we will be
      able
      to acquire a business opportunity on terms favorable to us. Decisions as to
      which business opportunity to participate in will be unilaterally made by our
      management, which may act without the consent, vote or approval of our
      stockholders.





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




5


***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 audited and certified financial statements for the
      company acquired, covering one, two, or three years, depending on the relative
      size of the company involved. The time and additional costs that may be incurred
      by some target entities to prepare these statements may significantly delay
      or
      essentially preclude consummation of an acquisition. Otherwise suitable
      acquisition prospects that do not have or are unable to obtain within a certain
      time frame the required audited statements may be inappropriate for acquisition
      so long as the reporting requirements of the Exchange Act remain
      applicable.





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





Although
      we will be subject to the reporting requirements under the Exchange Act,
      management believes we will not be subject to regulation under the Investment
      Company Act of 1940, as amended (the “Investment Company Act”) since we will not
      be 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 potentially subject us to material adverse consequences.





***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.




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





Our
      shares of common stock are not registered under the securities laws of any
      state
      or other jurisdiction, and accordingly there is no public trading market for
      our
      common stock. Further, no public trading market is expected to develop in the
      foreseeable future unless and until the Company completes a business combination
      with an operating business and the Company thereafter files a registration
      statement under the Securities Act. For these reasons, 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. Shares of our common stock cannot be sold under the exemptions
      from
      registration provided by Rule 144 under, or Section 4(1) of, the Securities
      Act,
      in accordance with the letter from Richard K. Wulff, Chief of the Office of
      Small Business Policy of the Securities and Exchange Commission’s Division of
      Corporation Finance, to Ken Worm of NASD Regulation, dated January 21, 2000.
      This letter provides that certain private transfers of the shares of common
      stock also may be prohibited without registration under federal securities
      laws.
      Compliance with the criteria for securing exemptions under federal securities
      laws and the securities laws of the various states is extremely complex,
      especially in respect of those exemptions affording flexibility and the
      elimination of trading restrictions in respect of securities received in exempt
      transactions and subsequently disposed of without registration under the
      Securities Act or state securities laws.




6


***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 SB-2, S-1, S-4
      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
      thereafter 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 recently disclosed that it has developed internal
      guidelines concerning the use of a resale registration statement to register
      the
      securities issued to certain investors in 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.  The SEC has taken the
      position that  these smaller issuers may not be able to rely on Rule 415
      under the Securities Act, 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.  While there can be no assurance, 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 issued,
      outstanding and held by persons who are not affiliates of such issuer and,
      in
      some cases, a larger percentage depending on the facts and
      circumstances.  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 so-called
“reverse merger” or similar business combination, we may have few if any
      tradable shares of common stock, it is unclear as to how many, if any, shares
      of
      common stock the SEC will permit us to register for resale. While SEC staff
      members have indicated a willingness to consider a higher percentage in
      connection with registrations following “reverse mergers” with shell
      companies such as the Company, there can be no assurances in this regard. 
The SEC may require as a condition to the declaration of effectiveness of a
      resale registration statement that we reduce the number of shares of common
      stock to be registered in such registration statement.   A result
      of the foregoing is that a stockholder’s liquidity in our common stock may be
      adversely affected in the event that the SEC requires a reduction in the
      aggregate securities to be included in a given resale registration statement
      filed by us as a condition to the Company’s ability to rely on Rule 415 with
      respect to such resale registration statement, or, alternatively, if the SEC
      requires that we file a primary registration statement.





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





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, 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.




7


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





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





***Our
      principal stockholders may engage in a transaction to cause the Company to
      repurchase their shares of common stock.***





In
      order
      to provide a specified percentage interest in the Company to a third party,
      our
      principal stockholders may choose to cause the Company to sell Company
      securities to third parties, with the proceeds of such sale being utilized
      by
      the Company to repurchase shares of common stock held by the stockholders.
      As a
      result of such transaction, our management, principal stockholders and board
      of
      directors may change.





***Unless
      an active trading market develops for our common stock, you may not be able
      to
      sell your shares.***





Although
      we are a reporting company, there is not currently a trading market, active
      or
      otherwise, for our common stock and none is expected to develop in the
      foreseeable future unless and until we complete a business combination with
      an
      operating business and a registration statement is thereafter filed under the
      Securities Act.. There can be no assurance, moreover, that a trading market
      will
      ever develop for our common stock or, if it does develop, that it will be
      maintained, or that it will be active. Unless and until a reasonably active
      trading market develops for our common stock, our shareholders may be unable
      to
      sell their shares.





***We
      cannot assure you that following a business combination with an operating
      business, our common stock will be listed on NASDAQ or any other securities
      exchange.***




Following
      a business combination, we may seek the listing of our common stock on NASDAQ,
      the American Stock Exchange, or some other stock exchange. However, we cannot
      assure you that, following such a transaction, we will be able to meet the
      initial listing standards of any specific stock exchange or market, or that
      we
      will be able to maintain a listing of our common stock on any such exchange
      or
      market thereafter. Following completion of a business combination, until our
      common stock is listed on the NASDAQ or another stock exchange, we expect that
      our common stock would be eligible to trade on the OTC Bulletin Board, another
      over-the-counter quotation system, or on the “pink sheets,” where our
      stockholders may find it more difficult to dispose of shares or obtain accurate
      quotations as to the market value of our common stock.





***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 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. The SEC has adopted rules that
      regulate broker-dealer practices in connection with transactions in penny
      stocks. This regulation generally has the result of reducing trading in such
      stocks, restricting the pool of potential investors for such stocks, and making
      it more difficult for investors to sell their shares. Prior to a transaction
      in
      a penny stock, a broker-dealer is required to:




8


·
            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. Given the combined facts that (i) any operating company
      with which we merge or otherwise combine will have “gone public” by way of
“reverse merger” rather than an initial public offering, (ii) our common stock
      will most likely be trading on the OTCBB for the indefinite future, if at all,
      and (iii) following any such merger or business combination, we are likely
      to be
      a relatively small company, 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 and/or
      materially impede the realization of its long-term market value.




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





Because
      we have very limited cash resources and a substantial accumulated deficit
      relative, we have not declared or paid any dividends on our common stock since
      our inception and we do not anticipate declaring or paying any dividends on
      our
      common stock in the foreseeable future. Rather, we intend to retain future
      earnings, if any, for the continued pursuit of our business objectives,
      including operations. It is unlikely, therefore, that holders of our common
      stock will have an opportunity to profit from anything other than potential
      appreciation in the value of our common stock held by them. If you require
      dividend income, you should not rely on an investment in our common
      stock.





***Our
      board of directors is authorized to issue preferred stock within its discretion,
      which could adversely impact the rights of our common
      stockholders.***





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 its 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 the common stock. In the
      event of issuance, the preferred stock could be utilized, under certain
      circumstances, as a method of discouraging, delaying or preventing a change
      in
      control of the Company. Although we have no present intention to issue any
      shares of its authorized preferred stock, there can be no assurance that we
      will
      not do so in the future.




9


***This
      report on Form 10-KSB contains forward-looking statements and information
      relating to us, our industry and to other businesses.***





These
      forward-looking statements are based on the beliefs of our management, as well
      as assumptions made by and information currently available to our management.
      When used in this annual report, the words “estimate,” “project,” “believe,”
“anticipate,” “intend,” “expect” and similar expressions are intended to
      identify forward-looking statements. These statements reflect our current views
      with respect to future events and are subject to risks and uncertainties that
      may cause our actual results to differ materially from those contemplated in
      our
      forward-looking statements. We caution you not to place undue reliance on these
      forward-looking statements, which speak only as of the date of this annual
      report. We do not undertake any obligation to publicly release any revisions
      to
      these forward-looking statements to reflect events or circumstances after the
      date of this annual report or to reflect the occurrence of unanticipated
      events.




**Item
      2.**  **Description
      of Property.**





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. Management estimates such amounts to be immaterial.





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.


10


**PART
      II**




**Item
      5.**  **Market
      for Common Equity, Related Stockholder Matters and Small Business 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 24, 2007, 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.****Management’s
      Discussion and Analysis or Plan of Operation.**





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 will be to achieve long-term growth potential through a
      business combination with an operating business. We will not restrict our
      potential candidate target companies to any specific business, industry or
      geographical location and we may, as a result, acquire any type of
      business.





We
      do not
      currently engage in any business activities that provide revenue or other cash
      flow. The costs of investigating and analyzing business combinations for the
      next 12 months and beyond will be paid with funds in our treasury and/or those
      obtained through borrowings from our stockholders, management or other
      investors.





During
      the next 12 months, we anticipate incurring costs related to:





(i)
      filing of reports under the Securities Exchange Act of 1934, as amended (the
      “Exchange Act”), and





(ii)
      costs relating to consummating an acquisition.





We
      believe we will be able to meet these costs through use of funds in our
      treasury, through deferral of fees by certain service providers and additional
      amounts, as necessary, to be loaned to or invested in us by our stockholders,
      management or other investors.





We
      may
      consider a business which has recently commenced operations, is a developing
      company in need of additional funds for expansion into new products or markets,
      is seeking to develop a new product or service, or is an established business
      which may be experiencing financial or operating difficulties and is in need
      of
      additional capital. In the alternative, a business combination may involve
      the
      acquisition of, or merger with, a company which does not need substantial
      additional capital, but which desires to establish a public trading market
      for
      its shares, while avoiding, among other things, the time delays, significant
      expense, and loss of voting control which may occur in a public
      offering.




11


Any
      target business that is selected may be a financially unstable company or an
      entity in its early stages of development or growth, including entities without
      established records of sales or earnings. In that event, we will be subject
      to
      numerous risks inherent in the business and operations of financially unstable
      and early stage or potential emerging growth companies. In addition, we may
      effect a business combination with an entity in an industry characterized by
      a
      high level of risk, and, although our management will endeavor to evaluate
      the
      risks inherent in a particular target business, there can be no assurance that
      we will properly ascertain or assess all significant risks.




Our
      management anticipates that it will likely be able to effect only one business
      combination, due primarily to our limited financing, and the dilution of
      interest for present and prospective stockholders, which is likely to occur
      as a
      result of our management’s plan to offer a controlling interest to a target
      business in order to achieve a tax-free reorganization. This lack of
      diversification should be considered a substantial risk in investing in us,
      because it will not permit us to offset potential losses from one venture
      against gains from another.





We
      anticipate that the selection of a business combination will be complex and
      extremely risky. Because of general economic conditions, rapid technological
      advances being made in some industries and shortages of available capital,
      our
      management believes that there are numerous firms seeking even the limited
      additional capital that we will have and/or the perceived benefits of becoming
      a
      publicly-traded corporation. Such perceived benefits of becoming a
      publicly-traded corporation include, among other things, facilitating or
      improving the terms on which additional equity financing may be obtained,
      providing liquidity for the principals of and investors in a business, creating
      a means for providing incentive stock options or similar benefits to key
      employees, and offering greater flexibility in structuring acquisitions, joint
      ventures and the like through the issuance of stock. Potentially available
      business combinations 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.





*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.





*Fiscal
      Period Ended May 31, 2007*





*Operational
      Expenses*


Total
        operating expenses were $24,004 for the fiscal period from August 14, 2006
        (inception) through May 31, 2007. These expenses constituted professional
        and
        related fees.
 
 We
        incurred a net loss of $24,321 for the fiscal period from August 14, 2006
        through May 31, 2007. It is management's assertion that these circumstances
        may
        hinder the Company's ability to continue as a going concern.
 
 *Liquidity
        and Capital Resources*
 
 We
        have
        not had any revenues from operations and, absent a merger or other combination
        with an operating company, or a public or private sale of our equity or debt
        securities, the occurrence of either of which cannot be assured, we will
        be
        dependent upon future loans or equity investments from our present stockholders
        or management, for which there is no existing commitment. At May 31, 2007,
        we
        had cash of $1,346 and a working capital deficit of $(23,821).


12




At
        May
        31, 2007, the Company’s only asset consisted of $1,346 in
        cash.





*Results
      of Operations*





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate suitable acquisition candidates, only recently begun. No
      revenue has been generated by the Company since August 14, 2006 (inception)
      to
      May 31, 2007. It is highly unlikely the Company will have any revenues unless
      it
      is able to effect an acquisition, or merger with an operating company, of which
      there can be no assurance.





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 and maintaining its reporting
        obligations under the Exchange Act. For this period, such expenses amounted
        to
        $24,004. Interest expense is comprised of expenses associated with our notes
        payable to stockholders and amounted to $317.





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





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





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




13




·
            May
                be applied instrument by instrument, with a few exceptions, such
                as
                investments otherwise accounted for by the equity method·
            Is
                irrevocable (unless a new election date occurs)


·
            Is
                  applied only to entire instruments and not to portions of instruments.




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





1.  Recognized
      financial assets and financial liabilities except:




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


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


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


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


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


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





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





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




14




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





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





*Significant
      Accounting Estimates*





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





*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.




15




**Item
      7.**  **Financial
      Statements.**




**GCA
      II ACQUISITION CORP.**


**A
      Development Stage Company**


**May
      31, 2007**




**-
      TABLE OF CONTENTS -**




Page(s)Financial
                Statements:Report
                of Independent Registered Public Accounting Firm
            
            F-2Balance
                Sheet (Audited) as of May 31, 2007
            
            F-3Statement
                of Operations (Audited) for the Period from Inception (August 14,
                2006)
                through May 31, 2007
            
            F-4Statement
                of Changes in Stockholders’ Deficit (Audited) for the Period from
                Inception (August 14, 2006) through May 31, 2007
            
            F-5Statement
                of Cash Flows (Audited) for the Period from Inception (August 14,
                2006)
                through May 31, 2007
            
            F-6Notes
                to Audited Financial Statements
            
            F-7toF-14


F-1


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





**To
      the Stockholders and Board of Directors**


**GCA
      II Acquisition Corp.**





We
      have
      audited the accompanying balance sheet of GCA II Acquisition Corp. as of May
      31,
      2007 and the related statements of operations, stockholders' deficit and cash
      flows from August 14, 2006 (Inception) to May 31, 2007. These financial
      statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these 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 financial statements referred to above present fairly, in all
      material respects, the financial position of GCA II Acquisition Corp. as of
      May
      31, 2007 and the results of their operations and their cash flows for the period
      from August 14, 2006 (Inception) to May 31, 2007, in conformity with U. S.
      generally accepted accounting principles generally accepted in the United States
      of America.





The
        accompanying 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 $24,321 since
        inception through May 31, 2007. As a result, the current operations are not
        an
        adequate source of cash to fund future operations. These issues among others
        raise substantial doubt about the Company's ability to continue as a going
        concern. Management's plans in regard to these matters are also described
        in
        Note 1. The financial statements do not include any adjustments that might
        result from the outcome of this uncertainty.






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




*New
      York, New York*


*August
      22, 2007*


F-2




**GCA
        II ACQUISITION CORP.**
 **(A
        Development Stage Company)**
 **BALANCE
        SHEET**
 **May
        31, 2007**
 
 ASSETSCurrent
                  assets:Cash
                  and cash equivalents
              
              $
              1,346Total
                  assets
              
              $
              1,346LIABILITIES
                  AND STOCKHOLDERS' DEFICITCurrent
                  liabilities:Accounts
                  payable and accrued expenses
              
              $
              9,850Notes
                  payable to a stockholder, including accrued interest of
                  $317
              
              
              15,317Total
                  current liabilities
              
              
              25,167Stockholders'
                  deficit:Preferred
                  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
              
              
              500Deficit
                  accumulated during the development stage
              
              
              (24,321
              )Total
                  stockholders' deficit
              
              
              (23,821
              )Total
                  liabilities and stockholders' deficit
              
              $
              1,346
  See
        accompanying notes to financial statements
  F-3
  **GCA
        II ACQUISITION CORP.**
 **(A
        Development Stage Company)**
 **STATEMENT
        OF OPERATIONS**
 
 From August 14, 2006(Inception)to May 31, 2007Operating
                  expenses:Selling,
                  general, and administrative expenses
              
              $
              24,004Other
                  expense:Interest
                  expense-related party
              
              
              317Net
                  loss
              
              $
              (24,321
              )Basic
                  and diluted earnings per common share
              
              $
              (0.00
              )Basic
                  and diluted weighted average common shares outstanding
              
              
              5,000,000
  See
        accompanying notes to financial statements
  F-4
  **GCA
        II ACQUISITION CORP.**
 **(A
        Development Stage Company)**
 **STATEMENT
        OF CHANGES IN STOCKHOLDERS' DEFICIT**
 **From
        August 14, 2006 (Inception) to May 31, 2007**
 
 Accumulated DeficitCommon
                  Stock
              
              During
                  theShares
              
              $
              
              Development Stage
              
              TotalOpening
                  balance, August 14, 2006 (Inception)
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -Issuance
                  of common stock for cash
              
              
              5,000,000
              
              
              500
              
              
              -
              
              
              500Net
                  loss
              
              
              -
              
              
              -
              
              
              (24,321
              )
              
              (24,321
              )Ending
                  balance, December 31, 2006
              
              
              5,000,000
              
              $
              500
              
              $
              (24,321
              )
              $
              (23,821
              )
  See
        Notes
        to Financial Statements
  F-5
  **GCA
        II ACQUISITION CORP.**
 **(A
        Development Stage Company)**
 **STATEMENT
        OF CASH FLOWS**
 
 From August 14, 2006(Inception)to May 31, 2007Cash
                  flows from operating activities:Net
                  loss
              
              $
              (24,321
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Changes
                  in operating assets and liabilities:Accrued
                  interest on promissory notes
              
              
              317Increase
                  in accounts payable and accrued expenses
              
              
              9,850Net
                  cash used in operating activities
              
              
              (14,154
              )Cash
                  flows from financing activities:Proceeds
                  from issuance of promissory notes payable to stockholder
              
              
              15,000Proceeds
                  from issuance of shares of common stock
              
              
              500Net
                  cash provided by financing activities
              
              
              15,500Net
                  increase in cash
              
              
              1,346Cash,
                  beginning of period, inception August 14, 2006
              
              
              -Cash,
                  end of period
              
              $
              1,346Supplemental
                  information:Cash
                  paid for interest
              
              $
              -Cash
                  paid for taxes
              
              $
              184
 
 See
        accompanying notes to financial statements
  F-6




**GCA
      II ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**May
      31, 2007**





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





**Organization
      and Description of Business**





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





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





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





F-7




**GCA
      II ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**May
      31, 2007**





**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 $24,821 from inception through May 31, 2007. 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 period ended May
        31, 2007 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.


**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.





F-8





**GCA
      II ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**May
      31, 2007**





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





**Fair
      Value of Financial Instruments**





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




**Income
      Taxes**





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





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




**Use
      of Estimates**




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





**Basic
      and Diluted Earnings per Common Share**





Basic
      earnings per common share are calculated by dividing income available to
      stockholders by the weighted-average number of common shares outstanding during
      each period. Diluted earnings per share are computed using the weighted average
      number of common shares outstanding plus the dilutive effects of outstanding
      options and warrants to acquire common shares during the period. In loss
      periods, dilutive common equivalent shares are excluded because the effect
      would
      be anti-dilutive. The Company had not issued any dilutive common share
      equivalents at May 31, 2007.





F-9




**GCA
      II ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**May
      31, 2007**





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





**Accounts
      Payable and Accrued Expenses**




Accounts
      payable and accrued expenses at May 31, 2007 consisted exclusively of accrued
      professional fees.




**Related
      Party Transactions**




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.




A
        related
        party, affiliated to the Company by common ownership of one its major
        stockholders, has paid certain operating expenses aggregating to $1,939 on
        behalf of the Company, which was repaid without interest by the Company as
        of
        May 3, 2007.




During
      September, October, and December 2006 and April 2007, the Company issued notes
      payable aggregating $15,000 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 interest expense related to these notes accrued to $317 at May 31,
      2007.





F-10




**GCA
      II ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**May
      31, 2007**





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





**Recently
      Issued Accounting Pronouncements**





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





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





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




F-11




**GCA
      II ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**May
      31, 2007**





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





However,
      the amendment to FASB Statement No. 115, “ *Accounting
      for Certain Investments in Debt and Equity Securities* ,”
      applies to all entities with available-for-sale and trading securities. Some
      requirements apply differently to entities that do not report net income. The
      following are eligible items for the measurement option established by this
      Statement:




1.
              Recognized
                  financial assets and financial liabilities
                  except:


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


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


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


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


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


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


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


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





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


F-12




**GCA
      II ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**May
      31, 2007**





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





The
      fair
      value option:




·
            May
                be applied instrument by instrument, with a few exceptions, such
                as
                investments otherwise accounted for by the equity method·
            Is
                irrevocable (unless a new election date occurs)


·
            Is
                applied only to entire instruments and not to portions of instruments.





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





**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.




F-13




**GCA
      II ACQUISITION CORP.**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**May
      31, 2007**





**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. Significant components of the net
      deferred taxes, at May 31, 2007 are as follows:




Deferred
                  tax assets:Capitalizes
                  start-up costs
              
              $
              10,135Less
                  valuation allowance
              
              
              (10,135
              )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, 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 $10,135 at May 31, 2007 is
      necessary to reduce the deferred tax assets to the amount that will more likely
      than not be realized.





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




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




**Note
      5 - Subsequent Events**





During
      June 2007, the Company issued a note payable in the amount of $3,600 to a major
      stockholder. The note bears interest at 4.75% per annum. The note is 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.


F-14




**Item
      8.**  **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
      8A. Controls and Procedures.**





*Evaluation
      of Disclosure Controls and Procedures*





The
      Company’s management is responsible for establishing and maintaining a system of
      disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)
      under the Exchange Act) that is designed to ensure that information required
      to
      be disclosed by the Company in the reports that the Company files or submits
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the SEC’s rules and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed to
      ensure that information required to be disclosed by an issuer in the reports
      that it files or submits under the Exchange Act is accumulated and communicated
      to the issuer’s management, including its principal executive officer or
      officers and principal financial officer or officers, or persons performing
      similar functions, as appropriate to allow timely decisions regarding required
      disclosure.





Within
      the 90 days prior to the filing date of this quarterly report, we carried out
      an
      evaluation, under the supervision and with the participation of our management,
      including our principal executive officer and principal financial officer,
      of
      the effectiveness of the design and operation of our disclosure controls and
      procedures. Based on this evaluation, our principal executive officer and
      principal financial officer concluded that our disclosure controls and
      procedures were effective.





*Changes
      in Internal Controls*





There
      have been no significant changes to the Company’s internal controls over
      financial reporting that occurred during our last fiscal quarter of the year
      ended May 31, 2007, that materially affected, or were reasonably likely to
      materially affect, our internal controls over financial reporting. Therefore,
      no
      corrective actions were taken.





*Management’s
      Assessment and Auditor’s Attestation*





This
      annual report does not include a report of management’s assessment regarding
      internal control over financial reporting or an attestation report of the
      Company’s registered public accounting firm due to a transition period
      established by rules of the SEC for newly public companies.




**Item
      8B. Other Information.**





There
      are
      no items requiring disclosure hereunder.


16


**PART
      III**




**Item
      9.**  **Directors,
      Executive Officers, Promoters, Control Persons and Corporate Governance;
      Compliance With Section 16(a) of the Exchange Act.**





**Directors
      and Executive Officers**





(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, 2007:




Name
            
            Age
            
            Position
            
            TermMichael
                M. Membrado
            
            45
            
            President,
                CEO, CFO, Secretary, Treasurer, Director
            
            August
                14, 2006 through Present





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





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.




17





Based
      solely on the Company’s review of the copies of the forms received by it during
      the fiscal year ended May 31, 2007 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.




**Code
      of Ethics**





We
      have
      not 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 in that our officers serve
      in these capacities.





**Nominating
      Committee**





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





**Audit
      Committee**





Our
      board
      of directors acts as our audit committee. We do not have a qualified financial
      expert at this time because we have not been able to hire a qualified candidate.
      Further, we believe that we have inadequate financial resources at this time
      to
      hire such an expert. We intend to continue to search for a qualified individual
      for hire.




**Item
      10. 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,
      2007.





Name
                and Position
            
            Year
            
            Total
                CompensationMichael
                M. Membrado, President, CEO, CFO, Secretary, Treasurer,
                Director
            
            2007
            
            None





**Employment
      Agreements**





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





**Director
      Compensation**





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




**Item
      11.**  **Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**





The
      following tables set forth certain information as of August 24, 2007 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.




18





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





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





**Item
      12.**  **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 of Regulation S-B.





*Loans
      from Stockholders*





As
      of May
      31, 2007, Jennifer Lee, one of our major stockholders, had loaned to us a total
      of $15,000 in principal pursuant to four unsecured promissory notes, two of
      which are in the amount of $4,000 one of which is in the amount of $2,500,
      and
      another of which is in the amount of $4,500. The loans accrue interest at the
      rate of 4.75% per annum, and the principal, together with accrued interest,
      is
      required to be repaid as of the date 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*





Michael
      M. Membrado is the sole principal in the law firm of M.M. Membrado, PLLC, a
      firm
      engaged by us to perform corporate, securities and other legal services. In
      addition to his interests in the firm of M.M. Membrado, PLLC, Mr. Membrado
      currently serves as our President, Chief Executive Officer, Chief Financial
      Officer, Secretary, Treasurer, and sole director, and is the record holder
      of
      50% of our outstanding Common Stock. Although Mr. Membrado has agreed to cause
      certain services of M.M. Membrado, PLLC to be provided to us at no cost, and
      we
      expect that the terms of any going forward arrangement between us and the firm
      of M.M. Membrado, PLLC will be as fair as those which could be obtained in
      an
      arms length transaction, there can be no assurance that the conflict of interest
      which exists as a result of Mr. Membrado’s involvement with M.M. Membrado, PLLC,
      his role as our director, his role as our officer, and/or his role as one of
      our
      major shareholders will not result in any of the terms of the arrangements
      through which such relationships may be established being less favorable to
      us
      than would otherwise be the case, and will not result in any compromise to
      the
      economic or other interests of our shareholders in the future. The rates at
      which legal services will be charged to us by M.M. Membrado, PLLC do not and
      will not exceed rates generally charged for reasonably comparable
      services.




19





*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. Management estimated that the value conveyed
      to us as a result of this arrangement is 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 24, 2007,
      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
      13. Exhibits.**




Index
      to
      Exhibits





Exhibit
                No.
            
            Description*3.1
            
            Certificate
                of Incorporation, as filed with the Delaware Secretary of State on
                August
                14, 2006.*3.2
            
            By-Laws.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-KSB for the year ended May 31, 2007.31.2
            
            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-KSB for the year ended May 31, 2007.32.1
            
            Certification
                of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002.32.2
            
            Certification
                of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002.





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




20




**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, 2007.





FY
                2007Audit
                fees
            
            $
            18,500*Audit-related
                fees
            
            $
            —Tax
                fees
            
            $
            —All
                other fees
            
            $
            —All
                other fees, including tax consultation and preparation
            
            $
            —*
              Includes fees for the audit of the interim period ended 8-31-06 included
              in the company’s registration statement on Form 10-SB, and the review of
              quarterly financial statements.




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




21


**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, the
      Registrant has duly caused the Report to be signed on its behalf by the
      undersigned thereunto duly authorized.





Dated:
                August 24, 2007
            GCA
                II ACQUISITION CORP.By:
            /s/
                Michael M. MembradoMichael
              M. MembradoPresident




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