##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2007
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from                    to
 Commission File Number: 001-33704
 
 GLOBAL CONSUMER ACQUISITION CORP.
  Delaware
    
    26-0469120(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 1370 Avenue of the Americas, 28th Floor, New York, New York 10019
 (212) 445-7800
  o þ
  o o þ
 þ o




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GLOBAL CONSUMER ACQUISITION CORP.
 TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed Balance Sheet as of September 30, 2007 (unaudited)Condensed
Statement of Operations for the three months ended September 30, 2007
and the period June 28, 2007 (inception) through September 30, 2007
(unaudited)Condensed Statement of Cash Flows for the period June 28, 2007 (inception) through September 30, 2007 (unaudited)Condensed Statement of Stockholders Equity for the period June 28, 2007 (inception) through September 30, 2007 (unaudited)Notes to Condensed Financial Statements (unaudited)Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3.
    
    Quantitative and Qualitative Disclosures About Market RiskItem 4.
    
    Controls and ProceduresPART II. OTHER INFORMATIONItem 1.
    
    Legal ProceedingsItem 1A.
    
    Risk FactorsItem 2.
    
    Unregistered Sales of Equity Securities and Use of ProceedsItem 3.
    
    Defaults Upon Senior SecuritiesItem 4.
    
    Submission of Matters to a Vote of Security HoldersItem 5.
    
    Other InformationItem 6.
    
    ExhibitsEX-4.5: REGISTRATION RIGHTS AGREEMENTEX-10.2: LETTER AGREEMENTEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION




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PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 CONDENSED FINANCIAL STATEMENTS
(Unaudited)
 FOR THE PERIOD JUNE 28, 2007
(INCEPTION) TO SEPTEMBER 30, 2007




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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 CONDENSED FINANCIAL STATEMENTS
(Unaudited)
 FOR THE PERIOD JUNE 28, 2007
(INCEPTION) TO SEPTEMBER 30, 2007
 CONTENTS
 FINANCIAL STATEMENTSCONDENSED BALANCE SHEET
    
    
    3CONDENSED STATEMENT OF OPERATIONS
    
    
    4CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
    
    
    5CONDENSED STATEMENT OF CASH FLOWS
    
    
    6NOTES TO CONDENSED FINANCIAL STATEMENTS
    
    
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 CONDENSED BALANCE SHEET
 September 30, 2007(Unaudited)ASSETSCash
    
    $
    8,931Deferred offering costs
    
    
    178,877$
    187,808LIABILITIES AND STOCKHOLDERS EQUITYLiabilitiesNote Payable
    
    $
    139,025Accrued offering costs
    
    
    60,000199,025Commitments and contingenciesStockholders equityPreferred stock, $0.0001 par value;
1,000,000 shares authorized; None issued
    
    
    Common stock, $0.0001 par value;
100,000,000 shares authorized;
8,625,000 shares issued and outstanding
    
    
    863Additional paid-in capital
    
    
    7,762Loss accumulated during development stage
    
    
    (19,842
    )(11,217
    )$
    187,808
 
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 CONDENSED STATEMENT OF OPERATIONS
 For the periodJune 28, 2007(inception) toSeptember 30, 2007(Unaudited)Formation and professional fees
    
    $
    (20,148
    )Interest income
    
    
    306Net loss
    
    $
    (19,842
    )Weighted average shares outstanding (Note 2)
    
    
    8,625,000Basic and diluted loss per share
    
    $
    
 
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
 FOR THE PERIOD JUNE 28, 2007
(INCEPTION) TO SEPTEMBER 30, 2007 (Unaudited)
 DeficitAccumulatedAdditional
    
    
    During the
    
    
    TotalCommon Stock
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    EquityCommon shares issued at $0.001 per share
    
    
    8,625,000
    
    
    $
    863
    
    
    $
    7,762
    
    
    $
    
    
    
    $
    8,625Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (19,842
    )
    
    
    (19,842
    )Balance at September 30, 2007
    
    
    8,625,000
    
    
    $
    863
    
    
    $
    7,762
    
    
    $
    (19,842
    )
    
    $
    (11,217
    )
 
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 CONDENSED STATEMENT OF CASH FLOWS
 For the periodJune 28, 2007(inception) toSeptember 30, 2007(Unaudited)Cash flow from operating activitiesNet loss
    
    $
    (19,842
    )Changes in operating assets and liabilitiesDeferred offering costs
    
    
    (178,877
    )Accrued offering costs
    
    
    60,000Net cash used in operating activities
    
    
    (138,719
    )Cash flows from financing activitiesProceeds from note payable
    
    
    139,025Proceeds from sale of shares of common stock
    
    
    8,625Net cash provided by financing activities
    
    
    147,650Net increase in cash
    
    
    8,931Cash, beginning of period
    
    
    Cash, end of period
    
    $
    8,931
 
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
 FOR THE PERIOD JUNE 28, 2007
(INCEPTION) TO SEPTEMBER 30, 2007
 1
    
    Interim Financial InformationThese unaudited condensed financial statements as of September 30, 2007, and for the period
from June 28, 2007 (inception) to September 30, 2007, have been prepared in accordance with
accounting principles generally accepted in the United States of America for interim
financial information and with the instructions to Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. Operating results for the interim
period presented are not necessarily indicative of the results to be expected for any other
interim period or for the full year.These unaudited condensed financial statements should be read in conjunction with the
financial statements and notes thereto for the period ended November 27, 2007, included in
the Current Report on Form 8-K filed by Global Consumer Acquisition Corp. (a development
stage company) (the Company) on December 4, 2007.2
    
    Organization and Business OperationsThe Company is a newly organized blank check company organized for the purpose of effecting
a merger, capital stock exchange, asset or stock acquisition, exchangeable share
transaction, joint venture or other similar business combination with one or more domestic
or international operating businesses in the global consumer products industry.At September 30, 2007, the Company had not yet commenced any operations. All activity from
June 28, 2007 (inception) through September 30, 2007 relates to the Companys formation and
the public offering described below. The Company has selected December 31 as its fiscal
year end.The registration statement for the Companys initial public offering (the Offering) was
declared effective November 20, 2007. The Company consummated the Offering on November 27,
2007 and received net proceeds of $305,736,151 and $8,500,000 from the private placement
sale of Insider Warrants (Note 4). Substantially, all of the net proceeds of the Offering
are intended to be generally applied toward consummating a business combination (Business
Combination) in the global consumer products and services industry. The Companys
management has complete discretion in identifying and selecting the target business. There
is no assurance that the Company will be able to successfully effect a Business Combination.
Management has agreed that 98.3%, or $314,158,960, of the net proceeds from the Offering
will be held in a trust account (Trust Account) until the earlier of (i) the completion of
a Business Combination and (ii) liquidation of the Company. The placing of funds in the
Trust Account may not protect those funds from third party claims against the Company.
Although the Company will seek to have all vendors, prospective target businesses or other
entities it engages execute agreements with the Company waiving any right in or to any
monies held in the Trust Account, there is no guarantee that they will execute such
agreements. The remaining net proceeds (not held in the Trust Account) and up to $4,100,000
of interest income generated from the Trust Account may be
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
 FOR THE PERIOD JUNE 28, 2007
(INCEPTION) TO SEPTEMBER 30, 2007
 2
    
    Organization and Business Operations(continued)used to pay for business, legal and accounting due diligence on prospective acquisitions,
and initial and continuing general and administrative expenses. The Company, after signing a
definitive agreement for the acquisition of a target business, is required to submit such
transaction for stockholder approval. The Company will proceed with the initial Business
Combination only if both a majority of the shares of Common Stock voted by the public
stockholders are voted in favor of the Business Combination and public stockholders owning
less than 30% of the shares sold in the Offering exercise their conversion rights described
below.Pursuant to the Companys Amended and Restated Certificate of Incorporation, if the Company
does not consummate a Business Combination by November 27, 2009, the Company will cease to
exist except for the purposes of winding up its affairs and liquidating.All of the Companys stockholders prior to the Offering, including all of the officers and
directors of the Company (Initial Stockholders), have agreed to vote their founding shares
of Common Stock in accordance with the vote of the majority interest of all other
stockholders of the Company (Public Stockholders) with respect to any Business
Combination. After consummation of a Business Combination, these voting safeguards will no
longer be applicable.With respect to a Business Combination that is approved and consummated, the Company will
offer each of its Public Stockholders who voted against the business combination, the right
to have such stockholders shares of Common Stock converted into cash. The per share
conversion price will equal the amount in the Trust Account, calculated as of two business
days prior to the consummation of the proposed Business Combination, less any remaining tax
liabilities relating to interest income, divided by the number of shares of Common Stock
held by Public Stockholders at the consummation of the Offering. Public Stockholders who
convert their stock into their share of the Trust Account retain their warrants. The Company
will not complete any proposed business combination for which its Public Stockholders owning
30% or more of the shares sold in the Offering both vote against a Business Combination and
exercise their conversion rights. On November 27, 2007, 9,584,654 shares of the Common
Stock issued in connection with the Offering were subject to redemption.3
    
    Significant Accounting PoliciesCash and Cash EquivalentsThe Company considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents. Cash equivalents are carried at cost, which
approximates fair value.At September 30, 2007, financial instruments that potentially expose the Company to credit
risk consist of cash. The Company maintains its cash balances in various financial
institutions. The Federal Deposit Insurance Corporation insures balances in bank accounts up
to $100,000 and the Securities Investor Protection Corporation insures balances up to
$500,000 in brokerage accounts. Management believes the risk of loss to be minimal since it
invests in or through major financial institutions.
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
 FOR THE PERIOD JUNE 28, 2007
(INCEPTION) TO SEPTEMBER 30, 2007
 3
    
    Significant Accounting Policies(continued)Income TaxesIn accordance with SFAS No. 109, Accounting for Income Taxes, deferred tax assets and
liabilities are recognized based on temporary differences between the financial statement
and the tax bases of assets and liabilities. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which
these assets and liabilities are expected to be recovered or settled. The Company provides a
valuation allowance when it appears more likely than not that some or all of the net
deferred tax assets will not be realized.Income/Loss per ShareBasic income per share is computed by dividing net income by the weighted-average number
of shares of Common Stock outstanding during the period. The 8,625,000 Shares issued to the
Companys initial stockholders were issued for $0.001 per share, which is considerably less
than
the Offering per share price. Under the provisions of FASB No. 128 and SAB Topic 4:D, such
 shares have been assumed to be retroactively outstanding for the period since inception.Loss per share is computed by dividing net loss by the weighted average number of shares of
Common Stock outstanding during the period. There are no potentially dilutive securities at
September 30, 2007.Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of expenses during the reporting period.
Actual results could differ from those estimates.Recently Issued Accounting PronouncementsManagement does not believe that any recently issued, but not yet effective, accounting
standards, if currently adopted, would have a material effect on the accompanying financial
statements.4
    
    Initial Public OfferingOn November 21, 2007, the Company sold 31,948,850 Units, including 1,948,850 Units from the
exercise of the underwriters over-allotment option, at an Offering price of $10.00 per
Unit, generating gross proceeds of $319,488,500. Each Unit consists of one share of the
Companys Common Stock, $.0001 par value (Common Stock), and one Redeemable Common Stock
Purchase Warrant (Warrant) to purchase one share of Common Stock, at an exercise price of
$7.50. The Warrants become exercisable upon the later of the completion of a Business
Combination and November 27, 2008, and expire on November 27, 2012, unless earlier redeemed.
The Company may redeem the Warrants, in whole or in part, at a price of $0.01 per Warrant
upon 30 days, notice after the Warrants become exercisable, but only in the event that
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
 FOR THE PERIOD JUNE 28, 2007
(INCEPTION) TO SEPTEMBER 30, 2007
 4
    
    Initial Public Offering(continued)the last sale price of the common stock is at least $14.25 per share on the average of any
consecutive 20 trading days within a 30 trading day period, ending three business days prior
to the date on which the notice of redemption is given.The Company has agreed to pay the underwriters in the Offering an underwriting commission of
7% of the gross proceeds of the Offering. However, the underwriters have 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.On November 27, 2007, certain of the initial stockholders purchased an aggregate of
8,500,000 warrants (the Insider Warrants) from the Company in a private placement pursuant
to the exemption from registration contained in Section 4(2) of the Securities Act of 1933,
as amended. The Insider 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. Similar to the Warrants contained in the Units, each Insider Warrant becomes
exercisable upon the later of the completion of a Business Combination and November 27,
2008, and is exercisable to one share of Common Stock, at a price of $7.50. However, unlike
the Warrants contained in the Units, Insider Warrants are (i) subject to a lock-up agreement
with the Companys underwriters and will not be transferable before the consummation of a
Business Combination and (ii) are exercisable, at any time and from time to time when the
Insider Warrants become exercisable, by the holders on a cashless basis. The proceeds
from the sale of the Insider 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 on observable market prices, the Company has determined that the grant date fair value
of the Insider Warrants was $1.10 per warrant, $9,350,000 in the aggregate. The valuation
is 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 Insider
Warrants, which is the amount equal to the grant date fair value of the Insider 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 holders of a majority of all of the Founder Shares (Note 8) and shares of Common Stock
issuable upon exercise of the Insider 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, the Initial 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.
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
 FOR THE PERIOD JUNE 28, 2007
(INCEPTION) TO SEPTEMBER 30, 2007
 5
    
    Deferred Offering CostsAt September 30, 2007, the Company accrued offering costs amounting to $178,877 that
consisted of road show, accounting and printing fees incurred through the balance sheet date
that are related to the Offering and will be charged to equity at the time of the closing of
the Offering.6
    
    Related Party TransactionsCertain 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.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 is effective upon the consummation of the Offering and will terminate at the
closing of a Business Combination.Note PayableThe Company issued a total of $139,025 of unsecured promissory notes to Hayground Cove Asset
Management LLC, the Companys sponsor. The note was repaid on November 27, 2007 from the
proceeds of the Offering.7
    
    Commitments and ContingenciesThere is no material litigation currently pending against the Company or any members of our
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
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
 FOR THE PERIOD JUNE 28, 2007
(INCEPTION) TO SEPTEMBER 30, 2007
 7
    
    Commitments and Contingencies(continued)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 Founder 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.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%. 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 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.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 will 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 will purchase 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.
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)
 FOR THE PERIOD JUNE 28, 2007
(INCEPTION) TO SEPTEMBER 30, 2007
 8
    
    Stockholders EquityIssuance of 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 all or any part of the 4,500,000
over-allotment Units (Note 2) are not issued, the Initial Stockholders will 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 Common Stock after giving effect to the issuance of Common Stock in connection
with the Offering (including any exercised portion of the over-allotment Units).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.
 
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Forward-Looking Statements
  Overview
  Results of Operations
   Liquidity and Capital Resources




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
    
    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.Off-Balance Sheet Financing Arrangements
   Contractual Obligations
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
 ITEM 4. CONTROLS AND PROCEDURES




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PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
   
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
   
 ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
  
 ITEM 6. EXHIBITS
  ExhibitNumber
    
    Description4.5
    
    Registration Rights Agreement, dated as of November 27, 2007, among the Company and the Founding
Stockholders10.2
    
    Letter Agreement, dated November 20, 2007, by and between the Company and Hayground Cove Asset
Management LLC31.1
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002




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SIGNATURES
  GLOBAL CONSUMER ACQUISITION CORP.Date: December 27, 2007/s/ Scott LaPortaName:
    
    Scott LaPortaTitle:
    
    President and Chief Executive OfficerGLOBAL CONSUMER ACQUISITION CORP.Date: December 27, 2007/s/ Andrew NelsonName:
    
    Andrew NelsonTitle:
    
    Chief Financial Officer