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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 March 31, 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
    
    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
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer
þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 þ o




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GLOBAL CONSUMER ACQUISITION CORP.
 TABLE OF CONTENTS
 PART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Balance Sheet as of March 31, 2008 (unaudited) and December 31, 2007Condensed Statements of Operations for the three months ended March 31, 2008
and the period June 28, 2007 (inception) through March 31, 2008 (unaudited)Condensed Statements of Cash Flows for the three months ended March 31, 2008
and for the period June 28, 2007 (inception) through March 31, 2008
(unaudited)Condensed Statements of Changes in Stockholders Equity for the period June
28, 2007 (inception) through March 31, 2008 (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-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION
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PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS (Unaudited)
 GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 CONDENSED FINANCIAL STATEMENTS
(Unaudited)
 FOR THE PERIOD FROM JUNE 28, 2007
(INCEPTION) TO MARCH 31, 2008
  FINANCIAL STATEMENTSCONDENSED BALANCE SHEET
    
    
    2CONDENSED STATEMENTS OF OPERATIONS
    
    
    3CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
    
    
    4CONDENSED STATEMENTS OF CASH FLOWS
    
    
    5NOTES TO CONDENSED FINANCIAL STATEMENTS
    
    
    6
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 CONDENSED BALANCE SHEETS
 March 31, 2008
    
    
    December 31, 2007(unaudited)AssetsCash
    
    $
    1,499,195
    
    
    $
    81,163Investments held in trust
    
    
    314,822,185
    
    
    
    315,127,891Prepaid expenses
    
    
    182,029
    
    
    
    257,180$
    316,503,409
    
    
    $
    315,466,234Liabilities and Stockholders EquityLiabilitiesAccrued expenses
    
    $
    97,274
    
    
    $
    326,719Accrued offering costs
    
    
    
    
    
    
    498,775Deferred underwriters commission
    
    
    9,584,655
    
    
    
    9,584,6559,681,929
    
    
    
    10,410,149Common stock, subject to possible
conversion, 9,584,654 shares stated at
conversion value
    
    
    94,446,646
    
    
    
    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
    
    
    210,650,461
    
    
    
    209,903,332Retained earnings accumulated during
the development stage
    
    
    1,721,337
    
    
    
    611,360212,374,834
    
    
    
    210,517,728$
    316,503,409
    
    
    $
    315,466,234
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
 Period fromJune 28, 2007Three Months Ended
    
    
    (inception) toMarch 31, 2008
    
    
    March 31, 2008Revenue
    
    $
    
    
    
    $
    Operating expensesFormation and professional fees
    
    
    263,524
    
    
    
    337,130Stock based compensation
    
    
    655,418
    
    
    
    939,432Loss from operations
    
    
    (918,942
    )
    
    
    (1,276,562
    )Interest income
    
    
    2,028,919
    
    
    
    2,997,899Net income
    
    $
    1,109,977
    
    
    $
    1,721,337Earnings per shareNet income
    
    $
    1,109,977
    
    
    $
    1,721,337Deferred interest on investments held in trust
relating to common shares subject to possible
conversion
    
    
    91,711
    
    
    
    (229,498
    )Net income attributable to common stockholders
    
    $
    1,201,688
    
    
    $
    1,491,839Weighted 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
    )
    
    $
    0.02Weighted average number of common shares
outstanding  basic
    
    
    39,936,063
    
    
    
    22,823,615Weighted average number of common shares
outstanding  diluted
    
    
    80,879,402
    
    
    
    63,766,954Basic earnings per common share
    
    $
    0.03
    
    
    $
    0.07Diluted earnings per common share
    
    $
    0.01
    
    
    $
    0.02
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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, 2008
(Unaudited)
 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
    
    
    
    
    
    
    
    284,014Deferred 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
    
    
    
    
    
    
    
    
    
    
    655,418
    
    
    
    
    
    
    
    655,418Deferred interest on investments held in trust relating to
common shares subject to possible conversion
    
    
    
    
    
    
    
    
    
    
    91,711
    
    
    
    
    
    
    
    91,711Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,109,977
    
    
    
    1,109,977Balance at March 31, 2008
    
    
    39,936,063
    
    
    $
    3,036
    
    
    $
    210,650,461
    
    
    $
    1,721,337
    
    
    $
    212,374,834
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
 Period fromJune 28, 2007Three Months Ended
    
    
    (inception) toMarch 31, 2008
    
    
    March 31, 2008Cash flow from operating activitiesNet income
    
    $
    1,109,977
    
    
    $
    1,721,337Adjustments to reconcile net income to net cash used in
operationsStock based compensation
    
    
    655,418
    
    
    
    939,432Interest earned on cash held in trust
    
    
    (2,026,358
    )
    
    
    (2,995,289
    )Changes in operating assets and liabilitiesPrepaid expenses
    
    
    75,151
    
    
    
    (182,029
    )Accrued offering costs
    
    
    (498,775
    )
    
    
    Accounts payable
    
    
    (229,445
    )
    
    
    97,274Net cash used in operating activities
    
    
    (914,032
    )
    
    
    (419,275
    )Cash flow from investing activitiesCash withdrawn from trust account for working capital
    
    
    2,332,064
    
    
    
    2,332,064Cash placed in trust account
    
    
    
    
    
    
    (314,158,960
    )Net cash
provided by (used in) investing activities
    
    
    2,332,064
    
    
    
    (311,826,896
    )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
    
    
    1,418,032
    
    
    
    1,499,195Cash, beginning of period
    
    
    81,163
    
    
    
    Cash, end of period
    
    $
    1,499,195
    
    
    $
    1,499,195Supplemental disclosure of non-cash financing activitiesDeferred interest on investments held in trust relating to
common shares subject to possible conversion
    
    $
    (91,711
    )
    
    $
    229,497Deferred 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
 1 Interim Financial Information
  2 Organization and Business Operations
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3 Significant Accounting Policies
 Cash and Cash Equivalents
   Investments held in trust
  Income Taxes
  Earnings per Share
 Earnings Per Share,
 Use of Estimates
  Recently Issued Accounting Pronouncements
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4 Initial Public Offering
      5 Related Party Transactions
  Services Agreement
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6 Stockholders Equity
 Preferred Stock
  Common Stock
   7 Commitments and Contingencies
  Employment Agreement
   Indemnifications
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Forward-Looking Statements
  Overview
  Liquidity and Capital Resources
    Off-Balance Sheet Financing Arrangements
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Contractual Obligations
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4. CONTROLS AND PROCEDURES
     
 PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
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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 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: May 15, 2008/s/ Scott LaPorta

Name: Scott LaPortaTitle: President and Chief Executive OfficerGLOBAL CONSUMER ACQUISITION CORP.Date: May 15, 2008/s/ Andrew Nelson

Name: Andrew NelsonTitle: Chief Financial Officer
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