##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 001-33704
 GLOBAL CONSUMER ACQUISITION CORP.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    26-0469120(State of incorporation)
    
    (I.R.S. Employer Identification No.)1370 Avenue of the Americas, 28thFloor
    
    10019New York, New York
    
    (Zip code)(Address of principal executive offices)
 Registrants telephone number, including area code:
 (212) 445-7800
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class:
    
    Name of each exchange on which registered:Common Stock, $0.0001 Par Value Per Share
    
    American Stock ExchangeWarrants to Purchase Common Stock
    
    American Stock ExchangeUnits, each consisting of one share of
    
    American Stock ExchangeCommon Stock and one Warrant
 Securities registered pursuant to Section 12(g) of the Act:
None
 o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 þ o




---



##### 



GLOBAL CONSUMER ACQUISITION CORP.
 TABLE OF CONTENTS
  
 PAGEPART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4.  Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSignaturesEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION




---



##### Table of Contents



Forward-Looking Statements
 This report, and the information incorporated by reference in it, include
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act).
Our forward-looking statements include, but are not limited to, statements regarding our
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any
statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. The words
anticipates, believe, continue, could, estimate, expect, intend, may, might,
plan, possible, potential, predict, project, should, would and similar expressions
may identify forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking. Forward-looking statements in this report may include, for
example, statements about our:
 
    
    ability to complete a combination with one or more target businesses;
    
    success in retaining or recruiting, or changes required in, our management or directors following a
business combination;
    
    potential inability to obtain additional financing to complete a business combination;
    
    limited pool of prospective target businesses;
    
    potential change in control if we acquire one or more target businesses for stock;
    
    public securities limited liquidity and trading;
    
    failure to list or the delisting of our securities from the American Stock Exchange or an inability
to have our securities listed on the American Stock Exchange following a business combination;
    
    use of proceeds not in trust or available to us from interest income on the trust account balance; or
    
    financial performance.
 The forward-looking statements contained or incorporated by reference in this report are based
on our current expectations and beliefs concerning future developments and their potential effects
on us and speak only as of the date of such statement. There can be no assurance that future
developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other
assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading Risk Factors. Should one or
more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as may be required under
applicable securities laws.
 References in this report to we, us or our company refer to Global Consumer
Acquisition Corp. References to public stockholders refer to purchasers of our securities by
persons other than our founders in, or subsequent to, our initial public offering.




---



##### Table of Contents



PART I
 
 Item 1.   Business
 Introduction
   Management and Board Expertise
   Assistance from Hayground Cove Employees
  Jennifer Albrecht




---



##### Table of Contents



Mira Cho
 Evan Wax
 Laura Conover
 David Witkin
 Todd Brockett
 Effecting a Business Combination
 General




---



##### Table of Contents



Sources of target acquisition
  Selection of a target acquisition and structuring of a business combination
   
    
    earnings and growth potential;
    
    experience and skill of management and availability of additional personnel;
    
    capital requirements;
    
    competitive position;
    
    financial condition and results of operation;
    
    barriers to entry into the consumer products and services and related industries;
    
    stage of development of the products, processes or services;
    
    breadth of services offered;
    
    degree of current or potential market acceptance of the services;
    
    regulatory environment of the industry; and




---



##### Table of Contents




    
    costs associated with effecting the business combination.
    Fair market value of target acquisition
   Possible lack of business diversification




---



##### Table of Contents




    
    subject us to numerous economic, competitive and regulatory
developments, any or all of which may have a substantial adverse
impact upon the particular industry in which we may operate subsequent
to a business combination, and
    
    result in our dependency upon the development or market acceptance of
a single or limited number of products, processes or services.
  Limited ability to evaluate the target business management
   Opportunity for stockholder approval of business combination




---



##### Table of Contents



Conversion rights
    Liquidation if no business combination




---



##### Table of Contents








---



##### Table of Contents








---



##### Table of Contents



Conflicts of Interest




---



##### Table of Contents




    
    the corporation could financially undertake the opportunity;
    
    the opportunity is within the corporations line of business; and
    
    it would not be fair to the corporation and its stockholders for the
opportunity not to be brought to the attention of the corporation.




---



##### Table of Contents



Competition
    
    
    our obligation to seek stockholder approval of a business combination
or obtain the necessary financial information to be included in the
proxy statement to be sent to stockholders in connection with such
business combination may delay or prevent the completion of a
transaction;
    
    our obligation to convert into cash shares of common stock held by our
public stockholders in certain instances may reduce the resources
available to us for a business combination;
    
    the requirement to acquire assets or an operating business that has a
fair market value equal to at least 80% of the amount held in trust
(net of taxes and excluding the amount held in the trust account
representing a portion of the underwriters discount) at the time of
the acquisition could require us to acquire several assets or closely
related operating businesses at the same time, all of which sales
would be contingent on the closings of the other sales, which could
make it more difficult to consummate the business combination; and
    
    our outstanding warrants, and the potential future dilution they
represent, may not be viewed favorably by certain target businesses.




---



##### Table of Contents



Employees
  
 Item 1A. Risk Factors
 Investing in our securities involves a high degree of risk. You should carefully consider the
following risk factors and all other information contained in this report before making a decision
to invest in our securities. If any of the following risks occur, our business, financial
conditions or results of operations may be materially and adversely affected. In that event, the
trading price of our securities could decline, and you could lose all or part of your investment.
 Risks Related to the Company and the Offering
 We are a development stage company with no operating history and, accordingly, you will not have
any basis on which to evaluate our ability to achieve our business objective.
  We will liquidate if we do not consummate a business combination.




---



##### Table of Contents



We cannot assure you that other provisions of our Amended and Restated Certificate of Incorporation
will not be amended other than the time period during which we must consummate a business
combination.
  You will not have any rights or interest in funds from the trust account, except under certain
limited circumstances.
  If we are forced to liquidate before the completion of a business combination and distribute the
trust account, our public stockholders may receive significantly less than $9.83 per share and our
warrants will expire worthless.
  If we are unable to consummate a business combination, our public stockholders will be forced to
wait more than 24 months before receiving liquidation distributions.




---



##### Table of Contents



We may choose to redeem our outstanding warrants at a time that is disadvantageous to our warrant
holders.
  Although we are required to use our commercially reasonable efforts to have an effective
registration statement covering the issuance of the shares of common stock underlying the warrants
at the time that our warrant holders exercise their warrants, we cannot guarantee that a
registration statement will be effective, in which case our warrant holders may not be able to
exercise our warrants and therefore the warrants could expire worthless.
  Unlike most other blank check offerings, we allow up to approximately 29.99% of our public
stockholders to exercise their conversion rights. This higher threshold will make it easier for us
to consummate a business combination with which you may not agree, and you may not receive the full
amount of your original investment upon exercise of your conversion rights.




---



##### Table of Contents



Unlike most other blank check offerings, we allow up to approximately 29.99% of our public
stockholders to exercise their conversion rights. The ability of a larger number of our
stockholders to exercise their conversion rights may not allow us to consummate the most desirable
business combination or optimize our capital structure.
  Our stockholders may be held liable for claims against us by third parties to the extent of
distributions received by them.




---



##### Table of Contents



Our placing of funds in trust may not protect those funds from third-party claims against us.
    In certain circumstances, our board of directors may be viewed as having breached their fiduciary
duties to our creditors, thereby exposing itself and our company to claims of punitive damages.




---



##### Table of Contents



If the net proceeds of our initial public offering not being placed in trust together with interest
earned on the trust account available to us are insufficient to allow us to operate for at least
24 months following the consummation of our initial public offering, we may not be able to complete
a business combination.
  Our current officers and directors may resign upon consummation of a business combination.
  Negotiated retention of officers and directors after a business combination may create a conflict
of interest.
  There may be tax consequences associated with our acquisition, holding and disposition of target
companies and assets.




---



##### Table of Contents



Because any target business with which we attempt to complete a business combination will be
required to provide our stockholders with financial statements prepared in accordance with and
reconciled to U.S. generally accepted accounting principles, the pool of prospective target
businesses may be limited.
  Because of our limited resources and the significant competition for business combination
opportunities, including numerous companies with a business plan similar to ours, it may be more
difficult for us to complete a business combination.
    You will not be entitled to protections normally afforded to investors of blank check companies.




---



##### Table of Contents



Since we have not yet selected any target acquisition with which to complete a business
combination, we are unable to currently ascertain the merits or risks of the business operations
and investors will be relying on managements ability to source business transactions.
  We may issue shares of common stock to complete a business combination, which would reduce the
equity interest of our stockholders and likely cause a change in control of our ownership.
  
    
    may significantly reduce the equity interest of our stockholders;
    
    may subordinate the rights of holders of common stock if preferred
stock is issued with rights senior to those afforded to the holders of
our common stock;
    
    will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other
things, our ability to use our net operating loss carry forwards, if
any, and most likely will also result in the resignation or removal of
our present officers and directors; and
    
    may adversely affect prevailing market prices for our common stock.
 We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a
business combination, which may adversely affect our leverage and financial condition.




---



##### Table of Contents




    
    default and foreclosure on our assets if our operating cash flow after
a business combination were insufficient to pay our debt obligations;
    
    acceleration of our obligations to repay the indebtedness even if we
have made all principal and interest payments when due, if the debt
security contained covenants that required the maintenance of certain
financial ratios or reserves and any such covenant were breached
without a waiver or renegotiation of that covenant;
    
    our immediate payment of all principal and accrued interest, if any,
if the debt security was payable on demand;
    
    covenants that limit our ability to pay dividends on our common stock,
to acquire capital assets or make additional acquisitions; and
    
    our inability to obtain additional financing, if necessary, if the
debt security contained covenants restricting our ability to obtain
additional financing while such security was outstanding.
 In the event we seek to acquire businesses located in foreign jurisdictions, we could experience
delays and increased costs due to cultural, legal and administrative differences with respect to
the acquisition process, including due diligence, negotiating and closing the transaction.
  Foreign, cultural, political and financial market conditions could impair our international
operations and financial performance.
  
    
    new restrictions on access to markets;
    
    lack of developed infrastructure;
    
    inflation;
    
    fluctuations in the value of currencies;
    
    changes in and the burdens and costs of compliance with a variety of foreign laws and
regulations, including tax laws, accounting standards, environmental laws and occupational
health and safety laws;




---



##### Table of Contents




    
    political and economic instability;
    
    increases in duties and taxation;
    
    restrictions on transfer of funds;
    
    restrictions on foreign ownership of property and/or expropriation of foreign-owned assets; and
    
    other adverse changes in policies, including monetary (including, without limitation, local
interest rates), tax and/or lending policies, encouraging foreign investment or foreign trade
by our host countries.
  If we effect a business combination with a company located outside of the United States, we would
be subject to a variety of additional risks that may negatively impact our business operations and
financial results.
  
    
    rules and regulations or currency conversion or corporate withholding taxes on individuals;
    
    tariffs and trade barriers;
    
    regulations related to customs and import/export matters;
    
    longer payment cycles;
    
    tax issues, such as tax law changes and variations in tax laws as compared to the United States;
    
    currency fluctuations;
    
    challenges in collecting accounts receivable;
    
    cultural and language differences; and
    
    employment regulations.
  If we effect a business combination with a company located outside of the United States, the laws
applicable to such company will likely govern all of our material agreements and we may not be able
to enforce our legal rights.




---



##### Table of Contents



Our business combination may take the form of an acquisition of less than a 100% ownership
interest, which could adversely affect our decision-making authority and result in disputes between
us and third party minority owners.
  Our ability to successfully effect a business combination and to be successful thereafter will be
totally dependent upon the efforts of our key personnel, including our officers, directors and
others who may not continue with us following a business combination.
  We will have only limited ability to evaluate the management of the target business.
  Our officers and directors will allocate some portion of their time to other businesses thereby
causing conflicts of interest in their determination as to how much time to devote to our affairs.
This conflict of interest could have a negative impact on our ability to consummate a business
combination.




---



##### Table of Contents



Our sponsor, officers and directors currently are, and may in the future become affiliated with
additional entities that are, engaged in business activities similar to those intended to be
conducted by us and, accordingly, may have conflicts of interest in determining to which entity a
particular business opportunity should be presented.
  Our founding stockholders currently own shares of our common stock which will not participate in
the liquidation of the trust account and a conflict of interest may arise in determining whether a
particular target acquisition is appropriate for a business combination.
  The requirement that we complete a business combination by November 27, 2009 may give potential
target businesses leverage over us in negotiating a business combination.
  The requirement that we complete a business combination by November 27, 2009 may motivate our
sponsor to approve a business combination during that time period so that they may get their
out-of-pocket expenses reimbursed.




---



##### Table of Contents



Certain of our officers or directors, or their affiliates, have never been associated with a blank
check company and such lack of experience could adversely affect our ability to consummate a
business combination.
  Other than with respect to the business combination, our officers, directors, security holders and
their respective affiliates may have a pecuniary interest in certain transactions in which we are
involved, and may also compete with us.
  If our common stock becomes subject to the SECs penny stock rules, broker-dealers may experience
difficulty in completing customer transactions and trading activity in our securities may be
adversely affected.
   
    
    make a special written suitability determination for the purchaser;
    
    receive the purchasers written agreement to the transaction prior to sale;
    
    provide the purchaser with risk disclosure documents which identify
certain risks associated with investing in penny stocks and which
describe the market for these penny stocks as well as a purchasers
legal remedies; and
    
    obtain a signed and dated acknowledgment from the purchaser demonstrating
that the purchaser has actually received the required risk disclosure
document before a transaction in a penny stock can be completed.
 Initially, we may only be able to complete one business combination, which will cause us to be
solely dependent on a single asset or property.




---



##### Table of Contents




    
    solely dependent upon the performance of a single business; or
    
    dependent upon the development or market acceptance of a single or
limited number of products, processes or services.
  Because of our limited resources and the significant competition for business combination
opportunities, we may not be able to consummate an attractive business combination.
  We may be unable to obtain additional financing, if required, to complete a business combination or
to fund the operations and growth of the target business, which could compel us to restructure the
transaction or abandon a particular business combination.




---



##### Table of Contents



Our founding stockholders control a substantial interest in us and thus may influence certain
actions requiring a stockholder vote.
  If we redeem our public warrants, the insider warrants, which are non-redeemable as long as the
insider warrant holders or their permitted transferees hold them, could provide the insider warrant
holders with the ability to realize a larger gain than the public warrant holders.
  
    
    in whole and not in part;
    
    at a price of $.01 per warrant;
    
    upon not less than 30 days prior written notice of redemption to each warrant holder;
    
    if, and only if, the last sale price of the common stock equals or
exceeds $14.25 per share, for any 20 trading days within a 30 trading
day period ending on the third business day prior to the notice of
redemption to warrant holders.




---



##### Table of Contents



Our outstanding warrants may have an adverse effect on the market price of common stock and make it
more difficult to effect a business combination.
  A market for our securities may not develop, which would adversely affect the liquidity and price
of our securities.
  If our founding stockholders exercise their registration rights, it may have an adverse effect on
the market price of our common stock, and the existence of the registration rights may make it more
difficult to effect a business combination.
  If we are deemed to be an investment company under the Investment Company Act of 1940, we may be
required to institute burdensome compliance requirements and our activities may be restricted,
which may make it difficult for us to complete a business combination, or we may be required to
incur additional expenses if we are unable to liquidate after the expiration of the allotted time
periods.




---



##### Table of Contents




    
    restrictions on the nature of our investments; and
    
    restrictions on the issuance of securities.
  
    
    registration as an investment company;
    
    adoption of a specific form of corporate structure; and
    
    reporting, record keeping, voting, proxy, compliance policies and
procedures and disclosure requirements and other rules and
regulations.
   Uncertainties in managements assessment of a target business could cause us not to realize the
benefits anticipated to result from an acquisition.
  The potential loss of key customers, management and employees of a target business could cause us
not to realize the benefits anticipated to result from an acquisition.
  The lack of synergy from an acquisition could cause us not to realize the benefits anticipated to
result from an acquisition.
  We may not obtain an opinion from an unaffiliated third party as to the fair market value of
the target acquisition or that the price we are paying for the business is fair to our
stockholders.




---



##### Table of Contents



The American Stock Exchange may delist our securities from quotation on its exchange which could
limit investors ability to make transactions in our securities and subject us to additional
trading restrictions.
   
    
    a limited availability of market quotations for our securities;
    
    a determination that our common stock is a penny stock, which would require brokers trading in
our common stock to adhere to more stringent rules and possibly result in a reduced level of
trading activity in the secondary trading market for our common stock;
    
    a more limited amount of news and analyst coverage for our company;
    
    a decreased ability to issue additional securities or obtain additional financing in the future; and
    
    a decreased ability of our security holders to sell their securities in certain states.
 Provisions in our charter documents and Delaware law may inhibit a takeover of us, which could
limit the price investors might be willing to pay in the future for our common stock and could
entrench management.
  Limitations on a target business ability to protect its intellectual property rights, including
its trade secrets, could cause a loss in revenue and any competitive advantage.
  We may be subject to litigation if another party claims that we have infringed upon its
intellectual property rights.




---



##### Table of Contents



The high cost or unavailability of materials, equipment, supplies and personnel could adversely
affect our ability to execute our operations on a timely basis.
   Compliance with governmental regulations and changes in laws and regulations and risks from
investigations and legal proceedings could be costly and could adversely affect operating results.
  Uninsured claims and litigation could adversely impact our operating results.
  We may re-incorporate in another jurisdiction in connection with a business combination, and the
laws of such jurisdiction will likely govern all of our material agreements and we may not be able
to enforce our legal rights.




---



##### Table of Contents



Risks Related to the Global Consumer Products and Services Industry
 Seasonality and weather conditions may cause our operating results to vary from quarter to quarter.
   We must successfully anticipate changing consumer preferences and buying trends and manage our
product line and inventory commensurate with customer demand.
   Our business depends, in part, on factors affecting consumer spending that are out of our control.
  Our operations may be dependent upon third-party suppliers whose failure to perform adequately
could disrupt our business operations.




---



##### Table of Contents



Our operating results can be adversely affected by changes in the cost or availability of raw
materials and energy.
     We may be subject to several production-related risks which could jeopardize our ability to realize
anticipated sales and profits.
  
    
    labor difficulties;
    
    scheduling and transportation difficulties;
    
    management dislocation;
    
    substandard product quality, which can result in higher warranty,
product liability and product recall costs;
    
    delays in development of quality new products;
    
    changes in laws and regulations, including changes in tax rates,
accounting standards, and environmental and occupational laws;




---



##### Table of Contents




    
    health and safety laws; and
    
    changes in the availability and costs of labor.
   Competition in our industries may hinder our ability to execute our business strategy, achieve
profitability, or maintain relationships with future customers.
    
    
    maintain strict quality standards;
    
    deliver products on a reliable basis at competitive prices;
    
    anticipate and quickly respond to changing consumer demands better than our competitors;
    
    maintain favorable brand recognition and achieve customer perception of value;
    
    effectively market and competitively price our products and services to consumers in
several diverse market segments and price levels; and
    
    develop innovative, high-quality products in designs and styles that appeal to
consumers of varying groups, tastes and price level preferences, and in ways that
favorably distinguish us from our competitors.
  If we fail to develop new or expand any existing customer relationships, our ability to grow our
business may be impaired.




---



##### Table of Contents



If we cannot develop new products in a timely manner, and at favorable margins, we may not be able
to compete effectively.
  Our results could be adversely affected if the cost of compliance with environmental, health and
safety laws and regulations becomes too burdensome.
  We may incur significant costs in order to comply with environmental remediation obligations.
  Changes in the retail industry and markets for consumer products affecting our customers or
retailing practices could negatively impact any existing customer relationships and our results of
operations.




---



##### Table of Contents



Our business could involve the potential for product recalls, product liability and other claims
against us, which could affect our earnings and financial condition.
     We may not have the resources to diversify our operations or benefit from the possible spreading of
risks or offsetting of losses.
  
    
    subject us to numerous economic, competitive and regulatory
developments, any or all of which may have a substantial adverse
impact upon the particular industry in which we may operate subsequent
to a business combination, and
    
    result in our dependency upon the development or market acceptance of
a single or limited number of products, processes or services.




---



##### Table of Contents



We may have limited ability to evaluate the target business management.
   
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
 th
 
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities




---



##### Table of Contents



Units
    
    Common Stock
    
    WarrantsQuarter Ended
    
    High
    
    Low
    
    High
    
    Low
    
    High
    
    LowFourth Quarter of year ended December 31, 2007 (from
November 27, 2007)
    
    $
    10.10
    
    
    $
    9.75
    
    
    $
    9.05
    
    
    $
    9.05
    
    
    $
    0.90
    
    
    $
    0.90First Quarter of year ending
December 31, 2008
(to
 March 31, 2008)
    
    $
    10.00
    
    
    $
    9.75
    
    
    $
    9.20
    
    
    $
    9.00
    
    
    $
    0.92
    
    
    $
    0.78
 Holders of Common Equity
  Dividends
  Recent Sales of Unregistered Securities




---



##### Table of Contents



Securities Authorized for Issuance Under Equity Compensation Plans
  Use of Proceeds from our Initial Public Offering
    
 Item 6. Selected Financial Data
  As ofBalance Sheet Data:
    
    December 31, 2007Working capital (deficiency)
    
    $
    315,466,234Total assets
    
    
    315,466,234Total liabilities
    
    
    10,410,149Value of common stock which may be redeemed for cash ($9.83 per share)
    
    
    94,538,357Stockholders equity
    
    
    210,517,728
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 You should read the following discussion and analysis in conjunction with our combined and
consolidated financial statements and related notes thereto included in or incorporated into
Part II, Item 8 of this Annual Report on Form 10-K and the Risk Factors included in Part I, Item 1A
of this Annual Report on Form 10-K , as well as




---



##### Table of Contents



other cautionary statements and risks described elsewhere in this Annual Report on Form 10-K.
The information in this section contains forward-looking statements. Our actual results may differ
significantly from the results suggested by these forward-looking statements and our historical
results. Some factors that may cause our results to differ are described in Risk Factors under
Part I, Item 1A of this Annual Report on Form 10-K. We wish to caution you not to place undue
reliance on these forward-looking statements, which speak only as of the date made.
 Overview
  Off-Balance Sheet Arrangements
   Contractual Obligations, Commitments and Contingencies
  Liquidity and Capital Resources




---



##### Table of Contents




    
    approximately $2,460,000 of expenses for legal, accounting and other
expenses attendant to the due diligence investigations, structuring
and negotiating of a business combination, including without
limitation third-party fees for assisting us in performing due
diligence investigations of prospective target businesses;
    
    approximately $500,000 of expenses in legal and accounting fees
relating to our SEC reporting obligations (including the proxy
statement in connection with a business combination);
    
    approximately $240,000 of expenses in fees relating to our services
agreement with our sponsor and certain general and administrative
services;
    
    approximately $950,000 for general working capital that will be used
for miscellaneous expenses, including reimbursement of any
out-of-pocket expenses incurred by our founding stockholders,
directors and officers in connection with activities on our behalf,
director and officer liability and other insurance premiums and, if we
must dissolve and liquidate, up to approximately $75,000 for
dissolution and liquidation costs.
 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk
   
 Item 8. Financial Statements and Supplementary Data




---



##### Table of Contents



GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 FINANCIAL STATEMENTS
 PERIOD FROM JUNE 28, 2007 (INCEPTION)
TO DECEMBER 31, 2007
 CONTENTS
 FINANCIAL STATEMENTS
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
    
    1BALANCE SHEET
    
    
    2STATEMENT OF OPERATIONS
    
    
    3STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
    
    
    4STATEMENT OF CASH FLOWS
    
    
    5NOTES TO FINANCIAL STATEMENTS
    
    
    6




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    
 1




---



##### Table of Contents



GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 BALANCE SHEET
 December 31, 2007AssetsCash
    
    $
    81,163Investments held in trust
    
    
    315,127,891Prepaid expenses
    
    
    257,180$
    315,466,234Liabilities and Stockholders EquityLiabilitiesAccrued expenses
    
    $
    326,719Accrued offering costs
    
    
    498,775Deferred underwriters commission
    
    
    9,584,65510,410,149Common stock, subject to possible conversion,
9,584,654 shares stated at conversion value
    
    
    94,538,357Commitments and contingenciesStockholders EquityPreferred stock, $0.0001 par value; 1,000,000
shares authorized; None issued or outstanding
    
    
    Common stock, $0.0001 par value; 100,000,000 shares
authorized; 39,936,063 issued and outstanding
    
    
    3,036Additional paid-in capital
    
    
    209,903,332Retained earnings accumulated during the development stage
    
    
    611,360210,517,728$
    315,466,234
 
 2




---



##### Table of Contents



GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 STATEMENT OF OPERATIONS
 Period fromJune 28, 2007(inception) toDecember 31, 2007Revenue
    
    $
    Operating expensesFormation and professional fees
    
    
    73,606Stock based compensation
    
    
    284,014Loss from operations
    
    
    (357,620
    )Interest income
    
    
    968,980Net income
    
    $
    611,360Earnings per shareNet income
    
    $
    611,360Less accretion of investments held in trust relating
to common shares subject to possible conversion
    
    
    (321,208
    )Net income attributable to common stockholders
    
    $
    290,152Weighted average number of common shares subject
to possible conversion outstanding
    
    
    9,584,654Earnings per share common shares subject to
possible conversion
    
    $
    0.03Weighted average number of common shares
outstanding  basic
    
    
    14,451,397Weighted average number of common shares
outstanding  diluted
    
    
    55,394,736Basic earnings per common share
    
    $
    0.02Diluted earnings per common share
    
    $
    0.01
 
 3




---



##### Table of Contents



GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
 PERIOD FROM JUNE 28, 2007 (INCEPTION)
TO DECEMBER 31, 2007
 Deficitaccumulatedduring theCommon Stock
    
    
    Additional
    
    
    developmentShares
    
    
    Amount
    
    
    paid-in capital
    
    
    stage
    
    
    TotalCommon shares issued at $0.001 per share
    
    
    8,625,000
    
    
    $
    863
    
    
    $
    7,762
    
    
    $
    
    
    
    $
    8,625Sale of 31,948,850 units, net of underwriters
commissions and offering expenses (includes
9,584,654 shares subject to possible conversion)
    
    
    31,948,850
    
    
    
    3,195
    
    
    
    295,649,528
    
    
    
    
    
    
    
    295,652,723Proceeds subject to possible conversion of 9,584,654 shares
    
    
    
    
    
    
    (958
    )
    
    
    (94,216,190
    )
    
    
    
    
    
    
    (94,217,148
    )Proceeds from issuance of private placement warrants
    
    
    
    
    
    
    
    
    
    
    8,500,000
    
    
    
    
    
    
    
    8,500,000Redemption of common shares at $0.001 per share
    
    
    (637,787
    )
    
    
    (64
    )
    
    
    (574
    )
    
    
    
    
    
    
    (638
    )Stock based compensation
    
    
    
    
    
    
    
    
    
    
    284,014
    
    
    
    
    
    
    
    284,014Accretion of investments held in trust relating to common shares
subject to possible conversion
    
    
    
    
    
    
    
    
    
    
    (321,208
    )
    
    
    
    
    
    
    (321,208
    )Net loss  period from June 28, 2007 (inception) to
December 31, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    611,360
    
    
    
    611,360Balance at December 31, 2007
    
    
    39,936,063
    
    
    $
    3,036
    
    
    $
    209,903,332
    
    
    $
    611,360
    
    
    $
    210,517,728
 
 4




---



##### Table of Contents



GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 STATEMENT OF CASH FLOWS
 Period fromJune 28, 2007(inception) toDecember 31, 2007Cash flow from operating activitiesNet income
    
    $
    611,360Adjustments to reconcile net income to
net cash provided by operationsStock based compensation
    
    
    284,014Changes in operating assets and liabilitiesPrepaid expenses
    
    
    (257,180
    )Accounts payable
    
    
    326,719Net cash provided by operating activities
    
    
    964,913Cash used in investing activitiesCash placed in trust account
    
    
    (315,127,891
    )Cash flow from financing activitiesProceeds from sales of shares of
common stock to initial stockholders, net
    
    
    7,987Proceeds from sale of warrants in private placement
    
    
    8,500,000Proceeds from initial public offering
    
    
    319,488,500Payment of underwriters discount and offering costs
    
    
    (13,752,346
    )Net cash provided by financing activities
    
    
    314,244,141Net increase in cash
    
    
    81,163Cash, beginning of period
    
    
    Cash, end of period
    
    $
    81,163Supplemental disclosure of non-cash financing
activitiesAccrued offering costs
    
    $
    498,775Accretion of investments held in trust relating to
common shares subject to possible conversion
    
    $
    321,208Deferred underwriter commissions included in
proceeds from initial public offering
    
    $
    9,584,655
 
 5




---



##### Table of Contents



GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 NOTES TO FINANCIAL STATEMENTS
 PERIOD FROM JUNE 28, 2007 (INCEPTION)
TO DECEMBER 31, 2007
 1.
    
    ORGANIZATION AND BUSINESS OPERATIONS
     6




---



##### Table of Contents



2.
    
    SIGNIFICANT ACCOUNTING POLICIES
 Cash and Cash Equivalents
   Investments held in trust
  Stock based compensation
  Income Taxes
  7




---



##### Table of Contents



Earnings per Share
    Period fromJune 28, 2007(inception) toDecember 31, 2007Numerator:Net income available to common stockholders
    
    $
    290,152Denominator:Weighted-average common shares outstanding
    
    
    14,451,397Dilutive effect of warrants
    
    
    40,448,850Dilutive effect of options
    
    
    494,489Weighted-average common shares outstanding,
assuming dilution
    
    
    55,394,736Net income per shareBasic
    
    $
    0.02Diluted
    
    $
    0.01
 Use of Estimates
  Recently Issued Accounting Pronouncements
  8




---



##### Table of Contents



3. INITIAL PUBLIC OFFERING
  9




---



##### Table of Contents



The Company agreed to pay the underwriters in the Offering an underwriting commission of 7%
of the gross proceeds of the Offering. However, the underwriters agreed that approximately
3% of the underwriting discount will not be payable unless and until the Company completes a
Business Combination and have waived their right to receive such payments upon the Companys
liquidation if it is unable to complete a Business Combination. As of December 31, 2007 the
deferred underwriting commissions were $9,584,655.On November 27, 2007, certain of the initial stockholders purchased an aggregate of
8,500,000 warrants (the Founder Warrants) from the Company in a private placement pursuant
to the exemption from registration contained in Section 4(2) of the Securities of Act of
1933, as amended. The warrants were sold for a total purchase price of $8,500,000, or $1.00
per warrant. The private placement took place simultaneously with the consummation of the
Offering. Each warrant is exercisable to one share of common stock. The exercise price on
the warrants is $7.50. The Founder Warrants are also subject to a lock-up agreement with the
Companys underwriters and will not be transferable before the consummation of a Business
Combination. The holders of the Founder Warrants are also entitled, at any time and from
time to time, to exercise the Founder Warrants on a cashless basis at the discretion of the
holder. The proceeds from the sale of the Founder Warrants have been deposited into the
trust account, subject to a trust agreement and will be part of the funds distributed to the
Companys Public Stockholders in the event the Company is unable to complete a Business
Combination.Based upon observable market prices, the Company determined that the grant date fair value
of the Founder Warrants was $1.10 per warrant, $9,350,000 in the aggregate. The valuation
was based on all comparable initial public offerings by blank check companies in 2007. The
Company will record compensation expense of $850,000 in connection with the Founder
Warrants, which is the amount equal to the grant date fair value of the warrants minus the
purchase price. The compensation expense will be recognized over the estimated service
period of 24 months. The Company estimated the service period as the estimated time to
complete a Business Combination. The Company recognized $46,042 in stock based compensation
expense related to the Founder Warrants for the period from June 28, 2007 (inception) to
December 31, 2007.The holders of a majority of all of the Founder Shares (Note 7) and shares of common stock
issuable upon exercise of the Founder Warrants will be entitled to make up to two demands
that the Company register these securities pursuant to an agreement signed in connection
with the insider private placement. Such holders may elect to exercise these registration
rights at any time after the date of the Offering. In addition, these stockholders have
certain piggy-back registration rights with respect to registration statements the Company
might file subsequent to the date of the Offering. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.
 4. DEFERRED OFFERING COSTS
 At December 31, 2007, the Company accrued offering costs amounting to $498,775 of which
$127,613 was payable to Hayground Cove Asset Management, LLC, the Companys sponsor. The
Costs consisted of road show, accounting and printing fees incurred through the balance
sheet date that are related to the Offering and charged to equity at the time of the closing
of the Offering.
 5. RELATED PARTY TRANSACTIONS
 Certain of the Companys officers, directors and its Initial Stockholders are also officers,
directors, employees and affiliated entities of Hayground Cove Asset Management LLC, the
Companys sponsor.
 10




---



##### Table of Contents



Services AgreementThe Company agreed to pay Hayground Cove Asset Management LLC, the Companys sponsor,
$10,000 per month, plus out-of-pocket expenses not to exceed $10,000 per month, for office
space and services related to the administration of the Companys day-to-day activities.
This agreement was effective upon the consummation of the Offering and will terminate at the
closing of a Business Combination. The Company incurred $13,000 in connection with this
agreement
for the period from June 28, 2007 (inception) to
December 31, 2007 which is included in accrued
expenses at December 31, 2007.Note PayableThe Company issued a total of $139,025 of unsecured promissory note to Hayground Cove Asset
Management, LLC, the Companys sponsor. The note was repaid on November 27, 2007 from the
proceeds of the Offering.
 6. INCOME TAXES
 At December 31, 2007, the Company had no federal income tax expense or benefit but did have
a federal tax net operating loss carry-forward of approximately $43,300. The federal net
operating loss carry-forwards will begin to expire in 2027, unless previously utilized.
Pursuant to Internal Revenue Code Sections 382 and 383, use of the Companys net operating
loss carry-forwards may be limited if a cumulative change in ownership of more than 50%
occurs within a three-year period. No assessment has been made as to whether such a change
in ownership has occurred.Significant components of the Companys net deferred tax assets at December 31, 2007 are
shown below. A valuation allowance of $216,300 has been established to offset the net
deferred tax assets at December 31, 2007, as realization of such assets is uncertain.
 Noncurrent net operating loss carryforwards
    
    $
    14,700Start-up costs
    
    
    105,000Other noncurrent
    
    
    96,600Total deferred tax assets
    
    
    216,300Deferred tax asset valuation allowance
    
    
    (216,300
    )Net deferred taxes
    
    $
    
 As of December 31, 2007 no provision for state and local income has been made since the
Company was formed as a vehicle to effect a Business Combination and as a result does not
conduct operations and is not engaged in a trade or business in any state.
 7. STOCKHOLDERS EQUITY
 Preferred StockThe Company is authorized to issue 1,000,000 shares of blank check preferred stock with such
designations, voting and other rights and preferences as may be determined from time to time
by the Board of Directors.
 11




---



##### Table of Contents



Common StockThe Company issued 8,625,000 shares of common stock to the Initial Stockholders for cash
proceeds of $8,625 (the Founder Shares). In the event the 4,500,000 over-allotment Units
(Note 2) were not issued, the Initial Stockholders would be required to redeem the Founder
Shares in an amount sufficient to cause the amount of issued and outstanding Founder Shares
to equal 20% of the Companys aggregate amount of issued and outstanding coming stock after
giving effect to the issuance of common stock in connection with the Offering. The
underwriters exercised 1,948,850 Units of the 4,500,000 over-allotment Units. The
underwriters had 30 days from November 27, 2007 to exercise their over-allotment option.
Therefore, as of December 27, 2007, 637,787 shares of the Initial Stockholders Founder shares were redeemed.At December 31, 2007, there were 40,943,339 shares of common stock reserved for issuance
upon exercise of the Companys outstanding options and warrants.
 8. COMMITMENTS AND CONTINGENCIES
 There is no material litigation currently pending against the Company or any members of its
management team in their capacity as such.The Initial Stockholders have waived their right to receive distributions with respect to
their Founder Shares upon the Companys liquidation.Employment AgreementEffective as of August 1, 2007, the Company entered into an employment agreement with its
Chief Executive Officer (CEO). The agreement is effective until the earlier of (i) two
years after the completion of the Offering or (ii) the closing of a qualifying Business
Combination. The agreement may be renewed for an additional one-year term.Pursuant to the agreement, the CEO has waived all rights, interests and claims to the
amounts in deposit in the trust account. The agreement also contains non-competition and
confidentiality provisions which limit the CEO from competing against the Company and using
information he obtains from the Company after the termination of his employment. The CEO
received indemnification from the Company for liabilities arising from the services he
provides under the agreement, other than those liabilities due to fraud, wilful misconduct
or gross negligence on his part. The Company will purchase and maintain an insurance policy
on behalf of the CEO against such liabilities.In connection with entering into the agreement, the CEO obtained an option to purchase
475,000 shares of founders shares at a purchase price of $0.001 per share from the Companys
sponsor and its affiliates, which option will vest on the date (the Trigger Date) that is
one year after the closing of a qualifying Business Combination, but the vesting will occur
only if the appreciation of the per share price of the Companys common stock is either (i)
greater than 1x the Russell 2000 hurdle rate on the Trigger Date or (ii) exceeds the Russell
2000 hurdle rate for 20 consecutive trading days after the Trigger Date. The Russell hurdle
rate means the Russell 2000 Index performance over the period between the completion of the
Offering and the Trigger Date. The amount of the option will be increased by the amount of shares equal to 10,000 shares for each $10,000,000 of gross proceeds from the exercise of
the underwriters over-allotment option. As a result the option was increased to 494,489
shares due to the exercise of 1,948,850 Units of the underwriters over-allotment option.
 12




---



##### Table of Contents



The Company has determined that the fair value of the options on the date of grant,
November 27, 2007 was $4,573,597. The fair value of the option is based on a Black-Scholes
model using an expected life of three years, stock price of $9.25 per share, volatility of
33.7% and a risk-free interest rate of 4.98%. However, because shares of the Companys
common stock do not have a trading history, the volatility assumption is based on
information currently available to the Company. The Company believes that the volatility
estimate is a reasonable benchmark to use in estimating the expected volatility of shares of
the Companys common stock. In addition, the Company believes a stock price of $9.25 per
share is a fair assumption based on the Companys observation of market prices for
comparable shares of common stock. This assumption is based on all comparable initial public
offerings by blank check companies in 2007. The stock based compensation expense will be
recognized over the service period of 24 months. The Company has estimated the service
period as the estimated time to complete a business combination. The Company recognized
$237,972 in stock based compensation expense related to these warrants for the period from
June 28, 2007 (inception) to December 31, 2007.IndemnificationsThe Company has entered into agreements with its directors to provide contractual
indemnification in addition to the indemnification provided in its amended and restated
certificate of incorporation. The Company believes that these provisions and agreements are
necessary to attract qualified directors. The Companys bylaws also permit it to secure
insurance on behalf of any officer, director or employee for any liability arising out of
his or her actions, regardless of whether Delaware law would permit indemnification. The
Company has purchased a policy of directors and officers liability insurance that insures
the Companys directors and officers against the cost of defense, settlement or payment of a
judgment in some circumstances and insures us against our obligations to indemnify the
directors and officers.
    Table of Contents  Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
  (b) Changes in Internal Controls over Financial Reporting
  
 Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  Name
    
    Age
    
    PositionJason N. Ader
    
    
    40
    
    
    Chairman of the BoardScott LaPorta
    
    
    45
    
    
    Chief Executive Officer, President and DirectorAndrew Nelson
    
    
    29
    
    
    Chief Financial Officer and Assistant SecretaryRobert M. Foresman
    
    
    39
    
    
    DirectorCarl H. Hahn
    
    
    81
    
    
    DirectorPhilip A. Marineau
    
    
    60
    
    
    DirectorMarc Soloway
    
    
    33
    
    
    DirectorSteven Westly
    
    
    50
    
    
    Director
 Jason N. Ader
 Scott LaPorta
    Table of Contents  Andrew Nelson
 Robert M. Foresman
 Carl H. Hahn, Ph.D.
 Philip A. Marineau
    Table of Contents  Marc Soloway
 Steven Westly
 Employment Agreement with Scott LaPorta
    Table of Contents  Director Independence
  Investment Committee
  Audit Committee
  
    
    serving as an independent and objective party to monitor our financial
reporting process, audits of our financial statements and internal
control system;
    
    reviewing and appraising the audit efforts and independence of our
independent registered public accounting firm and internal finance
department; and
    
    providing an open avenue of communications among our independent
registered public accounting firm, financial and senior management,
our internal finance department, and the board of directors.
 Financial Experts on Audit Committee
    Table of Contents  Nominating Committee
   Code of Conduct and Ethics
  
 Item 11. Executive Compensation
  Services Agreement with Hayground Cove
    Table of Contents  
    
    provides administrative services as required by us from time to time, including the administration of
certain of our day-to-day activities;
    
    provides office space to us for use by our employees for purposes of conducting our business;
    
    performs accounting and controller-related services for us, including correspondence with our auditors;
    
    makes available the services of Messrs. Ader and LaPorta and such other of Hayground Coves employees
as agreed between us and the sponsor from time to time, including sourcing acquisition candidates; and
    
    provide investment advisory services to us, including, without limitation:
 
    
    financial advice and services in connection with the direct or indirect acquisition or
disposition by us of the assets or operations of any business or entity, whether by purchase
or sale of stock or assets, merger or consolidation, or otherwise;
    
    financial advice and services in connection with public or private equity and debt financing;
    
    financial advice and services, including assistance with respect to matters such as cash
management, treasure and financial controls;
    
    corporate planning and corporate development advice and services;
    
    strategic planning, including with respect to acquisitions; and
    
    public relations and press relations advice and services;
 
    
    such other advice and services necessitated by the ordinary course of
our business, as we may reasonably request from time to time.
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
  
    
    Each person known by us to be the beneficial owner of more than 5% of
our outstanding shares of common stock;
    Table of Contents  
    
    Each of our directors; and
    
    All our other directors as a group.
 th
 Approximate PercentageNumber of Shares
    
    of Outstandingof Common Stock
    
    Common StockName of Beneficial Owner and Management
    
    Beneficially Owned
    
    Beneficially OwnedHayground Cove and related funds
    
    
    7,670,714
    
    
    
    19.2
    %Scott LaPorta
    
    
    25,000
    
    
    
    0.06Andrew Nelson
    
    
    25,000
    
    
    
    0.06Robert Foresman
    
    
    25,000
    
    
    
    0.06Carl H. Hahn
    
    
    25,000
    
    
    
    0.06Philip A. Marineau
    
    
    25,000
    
    
    
    0.06Marc Soloway
    
    
    50,000
    
    
    
    0.13Steven Westly
    
    
    25,000
    
    
    
    0.06All directors and executive officer as a group (7 individuals)
    
    
    200,000
    
    
    
    0.50
  
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Securities Issuances to Our Executive Officers and Directors
  Name
    
    Number of Shares
    
    Relationship to UsJason N. Ader (1)
    
    
    7,670,714
    
    
    Chairman of the BoardScott LaPorta (2)
    
    
    25,000
    
    
    Chief Executive Officer, President and DirectorAndrew Nelson
    
    
    25,000
    
    
    Chief Financial Officer and Assistant SecretaryRobert Foresman
    
    
    25,000
    
    
    DirectorCarl H. Hahn
    
    
    25,000
    
    
    DirectorPhilip A. Marineau
    
    
    25,000
    
    
    DirectorMarc Soloway
    
    
    50,000
    
    
    DirectorSteven Westly
    
    
    25,000
    
    
    Director
    Table of Contents  (1)
    
    Represents founder shares for which Hayground Cove Asset Management
LLC and the funds and accounts it manages are direct beneficial
owners. Jason N. Ader, the Chairman of our board of directors, does
not directly own any of Hayground Coves 7,670,714 founder shares
owned by it prior to our initial public offering and disclaims
beneficial ownership of such shares. However, Mr. Ader is the sole
member of Hayground Cove Asset Management LLC, the managing member of
Hayground Core Associates LP, the general partner for each of the
funds and accounts it manages and, in this capacity, he may be deemed
the beneficial owner of the founder shares held by Hayground Cove and
the funds and accounts it manages for purposes of applicable
securities laws.(2)
    
    Mr. LaPorta also has an option to purchase 494,489 shares of founder
shares at a purchase price of $0.001 per share from Hayground Cove
Asset Management LLC and its affiliates, which option is subject to
certain vesting requirements as described below.    Registration Rights
  Reimbursement and Indemnification of Officers and Directors
    Table of Contents  Employment Agreements
    Table of Contents  Item 14. Principal Accountant Fees and Services
  Audit Fees
 Audit-Related Fees
 Tax Fees
 All Other Fees
 Pre-Approval Policy
 de minimus
 
 PART IV
 
 Item 15. Exhibits and Financial Statement Schedules
 (a) The following documents are filed as a part of this report:
 1. Financial Statements:
    Table of Contents  2. Financial Statement Schedule(s):
  3. Exhibits:
  (b) Exhibits:
  (c) Financial Statement Schedules
  ExhibitNo.
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Current Report on Form 8-K, File
No. 001-33803, filed by the Company with the Securities and
Exchange Commission on December 4, 2007)3.2
    
    By-laws (incorporated by reference to Exhibit 3.3 to Form S-1,
File No. 333-144799, filed by the Company with the Securities and
Exchange Commission on July 24, 2007)4.1
    
    Specimen Unit Certificate (incorporated by reference to Exhibit
4.1 to Amendment No. 1 to the Form S-1, File No. 333-144799, filed
by the Company with the Securities and Exchange Commission on
September 6, 2007)4.2
    
    Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.2 to Amendment No. 1 to the Form S-1, File No.
333-144799, filed by the Company with the Securities and Exchange
Commission on September 6, 2007)4.3
    
    Specimen Warrant Certificate (incorporated by reference to Exhibit
4.3 to Amendment No. 3 to the Form S-1, File No. 333-144799, filed
by the Company with the Securities and Exchange Commission on
October 25, 2007)4.4
    
    Warrant Agreement, dated as of November 27, 2007, between the
Company and Continental Stock Transfer & Trust Company
(incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K, File No. 001-33803, filed by the Company with the
Securities and Exchange Commission on December 4, 2007)4.5
    
    Registration Rights Agreement, dated as of November 27, 2007,
among the Company and the Founding Stockholders (incorporated by
reference to Exhibit 4.5 to the Quarterly Report on Form 10-Q,
File No. 001-33704, filed by the Company with the Securities and
Exchange Commission on December 27, 2007)10.1
    
    Form of Letter Agreement between the Company and each of the
Founding Stockholders of the Company (incorporated by reference to
Exhibit 10.9 to Amendment No. 3 to the Form S-1, File No.
333-144799, filed by the Company with the Securities and Exchange
Commission on October 25, 2007)10.2
    
    Letter Agreement, dated November 20, 2007, by and between the
Company and Hayground Cove Asset Management LLC (incorporated by
reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q,
File No. 001-33704, filed by the Company with the Securities and
Exchange Commission on December 27, 2007)
    Table of Contents  ExhibitNo.
    
    Description10.3
    
    Investment Management Trust Agreement, dated as of November 27,
2007, by and between the Company and Continental Stock Transfer &
Trust Company (incorporated by reference to Exhibit 10.1 to the
Current Report on Form 8-K, File No. 001-33803, filed by the
Company with the Securities and Exchange Commission on December 4,
2007)10.4
    
    Warrant Subscription Agreement, dated August 1, 2007, by and
between the Company and Scott LaPorta (incorporated by reference
to Exhibit 10.7 to Amendment No. 1 to the Form S-1, File No.
333-144799, filed by the Company with the Securities and Exchange
Commission on September 6, 2007)10.5
    
    Warrant Subscription Agreement, dated July 19, 2007, by and
between the Company and Hayground Cove Asset Management LLC
(incorporated by reference to Exhibit 10.4 to Form S-1, File No.
333-144799, filed by the Company with the Securities and Exchange
Commission on July 24, 2007)10.6
    
    Amendment No. 1 to the Warrant Subscription Agreement, dated
August 1, 2007, by and between the Company and Hayground Cove
Asset Management LLC (incorporated by reference to Exhibit 10.6 to
Amendment No. 1 to the Form S-1, File No. 333-144799, filed by the
Company with the Securities and Exchange Commission on September
6, 2007)10.7
    
    Amendment No. 2 to the Warrant Subscription Agreement, dated
October 18, 2007, by and between the Company and Hayground Cove
Asset Management LLC (incorporated by reference to Exhibit 10.13
to Amendment No. 3 to the Form S-1, File No. 333-144799, filed by
the Company with the Securities and Exchange Commission on October
25, 2007)10.8
    
    Form of Founders Shares Subscription Agreement (incorporated by
reference to Exhibit 10.1 to Form S-1, File No. 333-144799, filed
by the Company with the Securities and Exchange Commission on July
24, 2007)10.9
    
    Promissory Note, dated August 31, 2007, issued to Hayground Cove
Asset Management LLC (incorporated by reference to Exhibit 10.11
to Amendment No. 1 to the Form S-1, File No. 333-144799, filed by
the Company with the Securities and Exchange Commission on
September 6, 2007)10.10
    
    Form of Indemnification Agreement between the Company and each of
the directors and officers of the Company (incorporated by
reference to Exhibit 10.10 to Amendment No. 1 to the Form S-1,
File No. 333-144799, filed by the Company with the Securities and
Exchange Commission on September 6, 2007)10.11
    
    Employment Agreement, dated October 1, 2007, between the Company
and Scott LaPorta (incorporated by reference to Exhibit 10.12 to
Amendment No. 2 to the Form S-1, File No. 333-144799, filed by the
Company with the Securities and Exchange Commission on October 10,
2007)14.1
    
    Code of Ethics (incorporated by reference to Exhibit 99.3 to
Amendment No. 1 to the Form S-1, File No. 333-144799, filed by the
Company with the Securities and Exchange Commission on September
6, 2007)31.1*
    
    Certification of Periodic Report by the Chief Executive Officer
pursuant to Rule 13(a)-14(a) of the Securities Exchange Act of
1934
    Table of Contents  ExhibitNo.
    
    Description31.2*
    
    Certification of Periodic Report by the Chief Financial Officer
pursuant to Rule 13(a)-14(a) of the Securities Exchange Act of
193432.1*
    
    Certification of Periodic Report by the Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2*
    
    Certification of Periodic Report by the Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.1
    
    Audit Committee Charter (incorporated by reference to Exhibit 99.1
to Amendment No. 1 to the Form S-1, File No. 333-144799, filed by
the Company with the Securities and Exchange Commission on
September 6, 2007)99.2
    
    Nominating Committee Charter (incorporated by reference to Exhibit
99.2 to Amendment No. 1 to the Form S-1, File No. 333-144799,
filed by the Company with the Securities and Exchange Commission
on September 6, 2007)
 
 *
    
    Filed herewith
    Table of Contents  SIGNATURES
  GLOBAL CONSUMER ACQUISITION CORP.By:
    /s/ Jason N. AderName:
    Jason N. AderTitle:
    Executive Chairman  Signature
    
    Title/s/ Jason N. Ader
    
    Executive ChairmanJason N. Ader/s/
Scott LaPorta
    
    Chief Executive Officer, President and DirectorScott LaPorta/s/ Andrew Nelson
    
    Chief Financial Officer and Assistant SecretaryAndrew Nelson/s/ Robert Foresman
    
    DirectorRobert Foresman/s/ Carl Hahn
    
    DirectorCarl Hahn/s/ Philip A. Marineau
    
    DirectorPhilip A. Marineau/s/ Marc Soloway
    
    DirectorMarc Soloway/s/ Steven Westly
    
    DirectorSteven Westly