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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 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
    
    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
(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 INFORMATIONItem 1. Financial Statements
    
    
    3Condensed Balance Sheets as of September 30, 2008 (unaudited) and December 31, 2007
    
    
    4Condensed Statements of Operations for the three months ended September 30, 2008
and 2007, nine months ended September 30, 2008 and the period from June 28, 2007 (inception)
through September 30, 2008 (unaudited)
    
    
    5Condensed Statement of Changes in Stockholders Equity for the period from June
28, 2007 (inception) through September 30, 2008 (unaudited)
    
    
    6Condensed Statements of Cash Flows for the nine months ended September 30, 2008
and for the period from June 28, 2007 (inception) through September 30, 2008 (unaudited)
    
    
    7Notes 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 INFORMATIONItem 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
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PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 CONDENSED BALANCE SHEETS
 September 30, 2008
    
    
    December 31, 2007(unaudited)AssetsCash and cash equivalents
    
    $
    2,555,887
    
    
    $
    81,163Investments held in trust
    
    
    316,268,068
    
    
    
    315,127,891Prepaid expenses
    
    
    31,729
    
    
    
    257,180$
    318,855,684
    
    
    $
    315,466,234Liabilities and Stockholders EquityLiabilitiesAccrued expenses
    
    $
    233,940
    
    
    $
    326,719Accrued offering costs
    
    
    
    
    
    
    498,775Deferred underwriters commission
    
    
    9,584,655
    
    
    
    9,584,6559,818,595
    
    
    
    10,410,149Common stock, subject to possible
conversion, 9,584,654 shares stated at
conversion value
    
    
    94,888,075
    
    
    
    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
    
    
    211,519,867
    
    
    
    209,903,332Retained earnings accumulated during
the development stage
    
    
    2,626,111
    
    
    
    611,360214,149,014
    
    
    
    210,517,728$
    318,855,684
    
    
    $
    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
    
    
    Three Months Ended
    
    
    Nine Months Ended
    
    
    (inception) toSeptember 30, 2008
    
    
    September 30, 2007
    
    
    September 30, 2008
    
    
    September 30, 2008Revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating expensesFormation and professional fees
    
    
    520,742
    
    
    
    20,148
    
    
    
    1,279,377
    
    
    
    1,352,983Stock based compensation
    
    
    655,418
    
    
    
    
    
    
    
    1,966,254
    
    
    
    2,250,268Loss from operations
    
    
    (1,176,160
    )
    
    
    (20,148
    )
    
    
    (3,245,631
    )
    
    
    (3,603,251
    )Interest income
    
    
    1,750,226
    
    
    
    306
    
    
    
    5,260,382
    
    
    
    6,229,362Net income (loss)
    
    $
    574,066
    
    
    $
    (19,842
    )
    
    $
    2,014,751
    
    
    $
    2,626,111Earnings per shareNet income (loss)
    
    $
    574,066
    
    
    $
    (19,842
    )
    
    $
    2,014,751
    
    
    $
    2,626,111Deferred interest on investments held in trust
relating to common shares subject to possible
conversion
    
    
    (479,233
    )
    
    
    
    
    
    
    (349,719
    )
    
    
    (670,927
    )Net income (loss) attributable to common
stockholders
    
    $
    94,833
    
    
    $
    (19,842
    )
    
    $
    1,665,032
    
    
    $
    1,955,184Weighted average number of common shares subject
to possible conversion outstanding
    
    
    9,584,654
    
    
    
    
    
    
    
    9,584,654Earnings per share common shares subject to possible
conversion
    
    $
    0.05
    
    
    $
    
    
    
    $
    0.04Weighted average number of common shares
outstanding  basic
    
    
    39,936,063
    
    
    
    8,625,000
    
    
    
    39,936,063Weighted average number of common shares
outstanding  diluted
    
    
    80,879,402
    
    
    
    8,625,000
    
    
    
    80,879,402Basic earnings per common share
    
    $
    
    
    
    $
    
    
    
    $
    0.04Diluted earnings per common share
    
    $
    
    
    
    $
    
    
    
    $
    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 SEPTEMBER 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
    
    
    
    
    
    
    
    
    
    
    1,966,254
    
    
    
    
    
    
    
    1,966,254Deferred interest on investments held in trust relating to common shares subject to possible conversion
    
    
    
    
    
    
    
    
    
    
    (349,719
    )
    
    
    
    
    
    
    (349,719
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,014,751
    
    
    
    2,014,751Balance at September 30, 2008
    
    
    39,936,063
    
    
    $
    3,036
    
    
    $
    211,519,867
    
    
    $
    2,626,111
    
    
    $
    214,149,014
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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)
 
 CONDENSED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Period fromJune 28, 2007Nine Months Ended
    
    
    (inception) toSeptember 30, 2008
    
    
    September 30, 2008Cash flow from operating activitiesNet income
    
    $
    2,014,751
    
    
    $
    2,626,111Adjustments to reconcile net income to net cash used in
operationsStock based compensation
    
    
    1,966,254
    
    
    
    2,250,268Interest earned on cash held in trust
    
    
    (5,240,178
    )
    
    
    (6,209,109
    )Changes in operating assets and liabilitiesPrepaid expenses
    
    
    225,451
    
    
    
    (31,729
    )Accrued expenses
    
    
    (92,779
    )
    
    
    233,940Accrued offering costs
    
    
    (498,775
    )
    
    
    Net cash used in operating activities
    
    
    (1,625,276
    )
    
    
    (1,130,519
    )Cash flow from investing activitiesCash withdrawn from trust account for working capital
    
    
    4,100,000
    
    
    
    4,100,000Cash placed in trust account
    
    
    
    
    
    
    (314,158,960
    )Net cash provided by (used in) investing activities
    
    
    4,100,000
    
    
    
    (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 increase in cash
    
    
    2,474,724
    
    
    
    2,555,887Cash, beginning of period
    
    
    81,163
    
    
    
    Cash, end of period
    
    $
    2,555,887
    
    
    $
    2,555,887Supplemental disclosure of non-cash financing activitiesDeferred interest on investments held in trust relating to
common shares subject to possible conversion
    
    $
    349,719
    
    
    $
    670,927Deferred 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
      8




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3 Significant Accounting Policies
 Use of Estimates
  Investments held in trust
   4 Initial Public Offering
   5 Related Party Transactions
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Services Agreement
  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 September 30, 2008
  Results of Operations for the nine months ended September 30, 2008
  Liquidity and Capital Resources
   11




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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
    
    Description31.1
    
    Certification of Principal 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 Principal 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: November 14, 2008/s/
Jason N. AderName:
    Jason N. AderTitle:
    Principal Executive OfficerGLOBAL CONSUMER ACQUISITION CORP.Date: November 14, 2008/s/ Andrew NelsonName:
    Andrew NelsonTitle:
    Chief Financial Officer 14