##### 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 March 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For
the transition period fromto
 Commission File Number: 001-33803
 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
  þ o
 o o þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Smaller reporting company o
    
    Non-accelerated filer   o
 þ o




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GLOBAL CONSUMER ACQUISITION CORP.
 TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Condensed Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008
    
    
    3Condensed Statements of Operations for the three months ended March 31, 2009
and 2008, and the period from June 28, 2007 (inception) through March 31, 2009
(unaudited)
    
    
    4Condensed Statement of Changes in Stockholders Equity for the period from
June 28, 2007 (inception) through March 31, 2009 (unaudited)
    
    
    5Condensed Statements of Cash Flows for the three months ended March 31, 2009
and 2008, and the period from June 28, 2007 (inception) through March 31, 2009
(unaudited)
    
    
    6Notes to Condensed Financial Statements (unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    14Item 4. Controls and Procedures
    
    
    14PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    15Item 1A. Risk Factors
    
    
    15Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    15Item 3. Defaults Upon Senior Securities
    
    
    15Item 4. Submission of Matters to a Vote of Security Holders
    
    
    15Item 5. Other Information
    
    
    15Item 6. Exhibits
    
    
    15Signatures
    
    
    16Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 CONDENSED BALANCE SHEETS
 March 31, 2009
    
    
    December 31, 2008(unaudited)AssetsCash and cash equivalents
    
    $
    770,704
    
    
    $
    1,445,882Investments held in trust
    
    
    316,761,187
    
    
    
    316,692,141Prepaid expenses
    
    
    182,030
    
    
    
    257,180$
    317,713,921
    
    
    $
    318,395,203Liabilities and Stockholders EquityLiabilitiesAccrued expenses
    
    $
    758,607
    
    
    $
    682,057Deferred underwriters commission
    
    
    9,584,655
    
    
    
    9,584,65510,343,262
    
    
    
    10,266,712Common stock, subject to possible
conversion, 9,584,654 shares stated at
conversion value
    
    
    94,983,921
    
    
    
    94,983,921Commitments 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;
39,936,064 issued and outstanding
    
    
    3,036
    
    
    
    3,036Additional paid-in capital
    
    
    214,176,469
    
    
    
    214,082,720Deficit accumulated during the
development stage
    
    
    (1,792,767
    )
    
    
    (941,186
    )212,386,738
    
    
    
    213,144,570$
    317,713,921
    
    
    $
    318,395,203
   3




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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
 Period fromJune 28, 2007Three Months Ended
    
    
    Three Months Ended
    
    
    (inception) toMarch 31, 2009
    
    
    March 31, 2008
    
    
    March 31, 2009Revenue
    
    $
    
    
    
    $
    
    
    
    $
    Operating expensesGeneral and administrative expenses
    
    
    828,454
    
    
    
    263,524
    
    
    
    3,521,103Stock based compensation
    
    
    93,749
    
    
    
    655,418
    
    
    
    5,002,715Loss from operations
    
    
    (922,203
    )
    
    
    (918,942
    )
    
    
    (8,523,818
    )Interest income
    
    
    70,622
    
    
    
    2,028,919
    
    
    
    6,731,051Net (loss) income
    
    $
    (851,581
    )
    
    $
    1,109,977
    
    
    $
    (1,792,767
    )Earnings per shareNet (loss) income
    
    $
    (851,581
    )
    
    $
    1,109,977
    
    
    $
    (1,792,767
    )Deferred interest on investments held in trust
relating to common shares subject to possible
conversion
    
    $
    
    
    
    
    91,711
    
    
    
    (766,772
    )Net (loss) income attributable to common
stockholders
    
    $
    (851,581
    )
    
    $
    1,201,688
    
    
    $
    (2,559,539
    )Weighted average number of common shares subject
to possible conversion outstanding
    
    
    9,584,654
    
    
    
    9,584,654Earnings per share common shares subject to possible
conversion
    
    $
    
    
    
    $
    (0.01
    )Weighted average number of common shares
outstanding  basic
    
    
    39,936,064
    
    
    
    39,936,064Weighted average number of common shares
outstanding  diluted
    
    
    80,384,913
    
    
    
    80,384,913Basic (loss) earnings per common share
    
    $
    (0.02
    )
    
    $
    0.03Diluted earnings per common share
    
    $
    (0.02
    )
    
    $
    0.01
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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 MARCH 31, 2009
(Unaudited)
 Earnings (deficit)accumulatedduring 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
    
    
    (637,786
    )
    
    
    (64
    )
    
    
    (574
    )
    
    
    
    
    
    
    (638
    )Stock based compensation
    
    
    
    
    
    
    
    
    
    
    284,014
    
    
    
    
    
    
    
    284,014Deferred interest on investments held in trust relating
to common shares subject to possible conversion
    
    
    
    
    
    
    
    
    
    
    (321,208
    )
    
    
    
    
    
    
    (321,208
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    611,360
    
    
    
    611,360Balance at December 31, 2007
    
    
    39,936,064
    
    
    $
    3,036
    
    
    $
    209,903,332
    
    
    $
    611,360
    
    
    $
    210,517,728Stock based compensation
    
    
    
    
    
    
    
    
    
    
    4,624,952
    
    
    
    
    
    
    
    4,624,952Deferred interest on investments held in trust relating
to common shares subject to possible conversion
    
    
    
    
    
    
    
    
    
    
    (445,564
    )
    
    
    
    
    
    
    (445,564
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,552,546
    )
    
    
    (1,552,546
    )Balance at December 31, 2008
    
    
    39,936,064
    
    
    $
    3,036
    
    
    $
    214,082,720
    
    
    $
    (941,186
    )
    
    $
    213,144,570Stock based compensation
    
    
    
    
    
    
    
    
    
    
    93,749
    
    
    
    
    
    
    
    93,749Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (851,581
    )
    
    
    (851,581
    )Balance at March 31, 2009
    
    
    39,936,064
    
    
    $
    3,036
    
    
    $
    214,176,469
    
    
    $
    (1,792,767
    )
    
    $
    212,386,738
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 Period fromJune 28, 2007Three Months Ended
    
    
    Three Months Ended
    
    
    (inception) toMarch 31, 2009
    
    
    March 31, 2008
    
    
    March 31, 2009Cash flow from operating activitiesNet (loss) income
    
    $
    (851,581
    )
    
    $
    1,109,977
    
    
    $
    (1,792,767
    )Adjustments to reconcile net (loss) income to net cash used
in operating activitiesStock based compensation
    
    
    93,749
    
    
    
    655,418
    
    
    
    5,002,715Interest earned on cash held in trust
    
    
    (69,046
    )
    
    
    (2,026,358
    )
    
    
    (6,702,227
    )Changes in operating assets and liabilitiesPrepaid expenses
    
    
    75,150
    
    
    
    75,151
    
    
    
    (182,030
    )Accrued expenses
    
    
    76,550
    
    
    
    (498,775
    )
    
    
    758,607Accrued offering costs
    
    
    
    
    
    
    (229,445
    )
    
    
    Net cash used in operating activities
    
    
    (675,178
    )
    
    
    (914,032
    )
    
    
    (2,915,702
    )Cash flow from investing activitiesCash withdrawn from trust account for working capital
    
    
    
    
    
    
    2,332,064
    
    
    
    4,100,000Cash placed in trust account
    
    
    
    
    
    
    
    
    
    
    (314,158,960
    )Net cash provided by (used in) investing activities
    
    
    
    
    
    
    2,332,064
    
    
    
    (310,058,960
    )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
    
    
    
    
    
    
    
    
    
    
    (14,251,121
    )Net cash provided by financing activities
    
    
    
    
    
    
    
    
    
    
    313,745,366Net (decrease) increase in cash
    
    
    (675,178
    )
    
    
    1,418,032
    
    
    
    770,704Cash and cash equivalents, beginning of period
    
    
    1,445,882
    
    
    
    81,163
    
    
    
    Cash and cash equivalents, end of period
    
    $
    770,704
    
    
    $
    1,499,195
    
    
    $
    770,704Supplemental disclosure of non-cash financing activitiesDeferred interest on investments held in trust relating to
common shares subject to possible conversion
    
    $
    
    
    
    $
    (91,711
    )
    
    $
    766,772Deferred underwriter commissions included in proceeds from
initial public offering
    
    $
    
    
    
    $
    
    
    
    $
    9,584,655
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
 1
    
    Interim Financial Information
  2
    
    Organization and Business Operations
       7




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3
    
    Significant Accounting Policies
 Use of Estimates
  Investments held in trust
   4
    
    Initial Public Offering
    8




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5
    
    Related Party Transactions
  Services Agreement
  6
    
    Stockholders Equity
 Preferred Stock
  Common Stock
   Restricted Stock Units
   9




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7
    
    Commitments and Contingencies
   8
    
    Indemnifications
   10




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 You should read the following discussion and analysis in conjunction with unaudited condensed
financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q and our combined and
consolidated financial statements and related notes thereto included in or incorporated into
Part II, Item 8 of our Annual Report on Form 10-K and the Risk Factors included in Part I, Item 1A
of our Annual Report on Form 10-K , as well as other cautionary statements and risks described
elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K .
  Forward-Looking Statements
  Overview
  Off-Balance Sheet Arrangements
   Contractual Obligations, Commitments and Contingencies
  Results of Operations for the Three Months Ended March 31, 2009
   11




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Settlement Agreement with our Former Chief Executive Officer
  Liquidity and Capital Resources
        12




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
    
    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;
    
    legal and accounting fees relating to our SEC reporting obligations
(including the proxy statement in connection with a business
combination);
    
    expenses and fees relating to our services agreement with our sponsor
and certain general and administrative services; and
    
    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, further
expenditures for dissolution and liquidation costs.
 Critical Accounting Policies and Estimates
  Accounting and Reporting by Development Stage Enterprises
 Accounting and Reporting
by Development Stage Enterprises.
 Income (loss) Per Common Share
     Fair value of financial instruments
   13




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Income Taxes
 Accounting for Income Taxes,
 Accounting for Uncertainty in Income Taxes
 Accounting for Uncertainty in Income Taxes
 Classification and Measurement of Redeemable Securities
 Classification and Measurement of Redeemable Securities
 
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4. CONTROLS AND PROCEDURES
   14




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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
    
    Description31.1
    
    Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Principal 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
  15




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SIGNATURES
  GLOBAL CONSUMER ACQUISITION CORP.
Date: May 11, 2009/s/ Jason N. AderName:
    Jason N. AderTitle:
    Chief Executive Officer
(Principal Executive Officer)GLOBAL CONSUMER ACQUISITION CORP.
Date: May 11, 2009/s/ Andrew NelsonName:
    Andrew NelsonTitle:
    Chief Financial Officer
(Principal Accounting and Financial Officer)  16




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EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of Principal 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
  17