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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 June 30, 2008
 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: 001-33803
 GLOBAL CONSUMER ACQUISITION CORP.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    26-0469120
(I.R.S. Employer
Identification No.)
 1370 Avenue of the Americas, 28th Floor, New York, New York 10019
(212) 445-7800
  þ o
  Large accelerated filer oAccelerated filer oNon-accelerated filer þ(Do not check if a smaller reporting company)Smaller reporting company o þ o




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GLOBAL CONSUMER ACQUISITION CORP.
 TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATION
    
    
    3Item 1.
    
    Financial Statements
    
    
    3Condensed Balance Sheet as of June 30, 2008 (unaudited) and December 31, 2007
    
    
    4Condensed Statements of Operations for the three and six months ended June 30,
2008 and the period from June 28, 2007 (inception) through June 30, 2008
(unaudited)
    
    
    5Condensed Statements of Cash Flows for the six months ended June 30, 2008 and
for the period from June 28, 2007 (inception) through June 30, 2008
(unaudited)
    
    
    7Condensed Statements of Changes in Stockholders Equity for the period from
June 28, 2007 (inception) through June 30, 2008 (unaudited)
    
    
    6Notes to Condensed Financial Statements (unaudited)
    
    
    8Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    12Item 4T.
    
    Controls and Procedures
    
    
    12PART II. OTHER INFORMATION
    
    
    13Item 1.
    
    Legal Proceedings
    
    
    13Item 1A.
    
    Risk Factors
    
    
    13Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    13Item 3.
    
    Defaults Upon Senior Securities
    
    
    13Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    13Item 5.
    
    Other Information
    
    
    13Item 6.
    
    Exhibits
    
    
    13EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION
  2




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PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 CONDENSED FINANCIAL STATEMENTS
 FOR THE PERIOD FROM JUNE 28, 2007
(INCEPTION) TO JUNE 30, 2008
  FINANCIAL STATEMENTSCONDENSED BALANCE SHEET
    
    
    4CONDENSED STATEMENTS OF OPERATIONS
    
    
    5CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
    
    
    6CONDENSED STATEMENTS OF CASH FLOWS
    
    
    7NOTES TO CONDENSED FINANCIAL STATEMENTS
    
    
    8
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 CONDENSED BALANCE SHEETS
 June 30, 2008
    
    
    December 31, 2007(unaudited)AssetsCash
    
    $
    2,738,410
    
    
    $
    81,163Investments held in trust
    
    
    314,578,078
    
    
    
    315,127,891Prepaid expenses
    
    
    106,879
    
    
    
    257,180$
    317,423,367
    
    
    $
    315,466,234Liabilities and Stockholders EquityLiabilitiesAccrued expenses
    
    $
    31,107
    
    
    $
    326,719Accrued offering costs
    
    
    
    
    
    
    498,775Deferred underwriters commission
    
    
    9,584,655
    
    
    
    9,584,6559,615,762
    
    
    
    10,410,149Common stock, subject to possible
conversion, 9,584,654 shares stated at
conversion value
    
    
    94,408,842
    
    
    
    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
    
    
    3,036
    
    
    
    3,036Additional paid-in capital
    
    
    211,343,682
    
    
    
    209,903,332Retained earnings accumulated during
the development stage
    
    
    2,052,045
    
    
    
    611,360213,398,763
    
    
    
    210,517,728$
    317,423,367
    
    
    $
    315,466,234
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
 Period fromJune 28, 2007Three Months Ended
    
    
    Six Months Ended
    
    
    (inception) toJune 30, 2008
    
    
    June 30, 2008
    
    
    June 30, 2008Revenue
    
    $
    
    
    
    $
    
    
    
    $
    Operating expensesFormation and professional fees
    
    
    495,111
    
    
    
    758,635
    
    
    
    832,241Stock based compensation
    
    
    655,418
    
    
    
    1,310,836
    
    
    
    1,594,850Loss from operations
    
    
    (1,150,529
    )
    
    
    (2,069,471
    )
    
    
    (2,427,091
    )Interest income
    
    
    1,481,237
    
    
    
    3,510,156
    
    
    
    4,479,136Net income
    
    $
    330,708
    
    
    $
    1,440,685
    
    
    $
    2,052,045Earnings per shareNet income
    
    $
    330,708
    
    
    $
    1,440,685
    
    
    $
    2,052,045Deferred interest on investments held in trust
relating to common shares subject to possible
conversion
    
    
    37,804
    
    
    
    129,514
    
    
    
    (191,694
    )Net income attributable to common stockholders
    
    $
    368,512
    
    
    $
    1,570,199
    
    
    $
    1,860,351Weighted average number of common shares subject
to possible conversion outstanding
    
    
    9,584,654
    
    
    
    9,584,654
    
    
    
    9,584,654Earnings per share common shares subject to
possible
conversion
    
    $
    0.00
    
    
    $
    (0.01
    )
    
    $
    0.02Weighted average number of common shares
outstanding  basic
    
    
    39,936,063
    
    
    
    39,936,063
    
    
    
    27,055,226Weighted average number of common shares
outstanding  diluted
    
    
    80,879,402
    
    
    
    80,879,402
    
    
    
    67,998,565Basic earnings per common share
    
    $
    0.01
    
    
    $
    0.04
    
    
    $
    0.07Diluted earnings per common share
    
    $
    0.00
    
    
    $
    0.02
    
    
    $
    0.03
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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 JUNE 30, 2008
(Unaudited)
 Earningsaccumulatedduring 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
    
    
    
    
    
    
    
    284,014Deferred 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
    
    
    39,936,063
    
    
    $
    3,036
    
    
    $
    209,903,332
    
    
    $
    611,360
    
    
    $
    210,517,728Stock based compensation
    
    
    
    
    
    
    
    
    
    
    1,310,836
    
    
    
    
    
    
    
    1,310,836Deferred interest on investments held in trust relating to
common shares subject to possible conversion
    
    
    
    
    
    
    
    
    
    
    129,514
    
    
    
    
    
    
    
    129,514Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,440,685
    
    
    
    1,440,685Balance at June 30, 2008
    
    
    39,936,063
    
    
    $
    3,036
    
    
    $
    211,343,682
    
    
    $
    2,052,045
    
    
    $
    213,398,763
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
 Period fromJune 28, 2007Six Months Ended
    
    
    (inception) toJune 30, 2008
    
    
    June 30, 2008Cash flow from operating activitiesNet income
    
    $
    1,440,685
    
    
    $
    2,052,045Adjustments to reconcile net income to net cash used in
operationsStock based compensation
    
    
    1,310,836
    
    
    
    1,594,850Interest earned on cash held in trust
    
    
    (3,499,680
    )
    
    
    (4,468,611
    )Changes in operating assets and liabilitiesPrepaid expenses
    
    
    150,302
    
    
    
    (106,878
    )Accrued offering costs
    
    
    (498,775
    )
    
    
    Accrued expenses
    
    
    (295,612
    )
    
    
    31,107Net cash used in operating activities
    
    
    (1,392,244
    )
    
    
    (897,487
    )Cash flow from investing activitiesCash withdrawn from trust account for working capital
    
    
    4,049,491
    
    
    
    4,049,491Cash placed in trust account
    
    
    
    
    
    
    (314,158,960
    )Net cash provided by (used in) investing activities
    
    
    4,049,491
    
    
    
    (310,109,469
    )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 increase in cash
    
    
    2,657,247
    
    
    
    2,738,410Cash, beginning of period
    
    
    81,163
    
    
    
    Cash, end of period
    
    $
    2,738,410
    
    
    $
    2,738,410Supplemental disclosure of non-cash financing activitiesDeferred interest on investments held in trust relating to
common shares subject to possible conversion
    
    $
    (129,514
    )
    
    $
    191,694Deferred 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
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3 Significant Accounting Policies
 Use of Estimates
  Investments held in trust
  4 Initial Public Offering
   5 Related Party Transactions
  Services Agreement
  9




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6 Stockholders Equity
 Preferred Stock
  Common Stock
  7 Commitments and Contingencies
  Employment Agreement
   Indemnifications
  10




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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 for the three months ended June 30, 2008
  Results of Operations for the six months ended June 30, 2008
  Liquidity and Capital Resources
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Off-Balance Sheet Financing Arrangements
   Contractual Obligations
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4T. CONTROLS AND PROCEDURES
    12




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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
    
    Descriptio31.1
    
    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: August 14, 2008/s/ Scott LaPortaName:
    Scott LaPortaTitle:
    President and Chief Executive OfficerGLOBAL CONSUMER ACQUISITION CORP.
Date: August 14, 2008/s/ Andrew NelsonName:
    Andrew NelsonTitle:
    Chief Financial Officer 14