U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2009

o TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 000-52431

GCA I ACQUISITION CORP.

(Exact name of small business issuer as specified in its charter)

Delaware		14-1973529
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		Identification number)

115 East 57th Street, Suite 1006 New York, NY		10022
(Address of principal executive offices)		(Zip Code)

Issuer's telephone number, including area code: (646) 486-9770

No Change

(Former name, former address and former

fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated file. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). x Yes o No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o Yes o No

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 5,000,000 shares of Common Stock, par value $.0001 per share, outstanding as of October 14, 2009.

GCA I ACQUISITION CORP.

QUARTERLY REPORT ON FORM 10-Q

FOR FISCAL QUARTER ENDED AUGUST 31, 2009

- INDEX -

	Page
PART I - FINANCIAL INFORMATION:

Item 1. Financial Statements:	1

Balance Sheets – August 31, 2009 (unaudited) and May 31, 2009	F-1

Statement of Operations (unaudited) for the three month period ending August 31, 2009, for the three month period ending August 31, 2008, and for the cumulative period during the development stage from August 14, 2006 (inception) to August 31, 2009	F-2

Statement of Cash Flows (unaudited) for the three month period ending August 31, 2009, for the three month period ending August 31, 2008, and for the cumulative period during the development stage from August 14, 2006 (inception) to August 31, 2009	F-3

Notes to Unaudited Financial Statements	F-4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2

Item 3. Quantitative and Qualitative Disclosures About Market Risk	12

Item 4T. Controls and Procedures	12

PART II - OTHER INFORMATION:

Item 1. Legal Proceedings	13

Item 1A. Risk Factors	13

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	13

Item 3. Defaults Upon Senior Securities	13

Item 4. Submission of Matters to a Vote of Security Holders	13

Item 5. Other Information	13

Item 6. Exhibits	13

Signatures	14

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

The results for the period ended August 31, 2009 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission for the period ended May 31, 2009.

GCA I ACQUISITION CORP.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	August 31,			May 31,
	2009			2009
	(Unaudited)			(1)
ASSETS
Current assets:
Cash and cash equivalents	$	279		$	13,151
Other receivable, net of provision for doubtful accounts of $78,101 and $78,329 at August 31 and May 31, 2009, respectively		31,947			104,000
Total current assets	$	32,226		$	117,151

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued expenses	$	114,699		$	197,560
Notes payable to a stockholder, including accrued interest of $3,518 and $3,137 at August 31 and May 31, 2009, respectively		35,618			35,237
Total current liabilities		150,317			232,797

Stockholders' deficit
Preferred stock; $.0001 par value, 20,000,000 shares authorized, none issued and outstanding		-			-
Common stock; $.0001 par value, 100,000,000 shares authorized, 5,000,000 issued and outstanding at August 31 and May 31, 2009, respectively		500			500
Deficit accumulated during the development stage		(118,591	)		(116,146	)

Total stockholders' deficit		(118,091	)		(115,646	)

Total liabilities and stockholders' deficit	$	32,226		$	117,151

(1) Derived from audited financial statements

See accompanying notes to unaudited consolidated financial statements

F-1

GCA I ACQUISITION CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the three month						For the period from
	period ending August 31,						August 14, 2006 (Inception)
	2009			2008			to August 31, 2009
	(Unaudited)			(Unaudited)			(Unaudited)
Operating expenses:
Selling, general, and administrative expenses	$	34,011		$	78,014		$	512,356
Reimbursed expenses		(31,947	)		(76,432	)		(397,283	)
Selling, general, and administrative expenses, net		2,064			1,582			115,073

Other expense:
Interest expense-related party		381			381			3,518

Net loss	$	(2,445	)	$	(1,963	)	$	(118,591	)

Basic and diluted earnings per common share	$	(0.00	)	$	(0.00	)

Basic and diluted weighted average common shares outstanding		5,000,000			5,000,000

See accompanying notes to unaudited consolidated financial statements

F-2

GCA I ACQUISITION CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the three month period						For the period from
	ending August 31,						August 14, 2006 (Inception)
	2009			2008			to August 31, 2009
	(Unaudited)			(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(2,445	)	$	(1,963	)	$	(118,591	)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
Accrued interest on promissory notes		381			381			3,518
Increase (decrease) in other receivable		72,053			(8,872	)		(31,947	)
Increase (decrease) in accounts payable and accrued expenses		(82,861	)		15,967			114,699

Net cash provided by (used in) operating activities		(12,872	)		5,513			(32,321	)

Cash flows from financing activities:

Proceeds from issuance of promissory notes payable to stockholder		-			-			32,100
Proceeds from issuance of shares of common stock		-			-			500

Net cash provided by financing activities		-			-			32,600

Net increase (decrease) in cash		(12,872	)		5,513			279

Cash, beginning of period		13,151			509			-

Cash, end of period	$	279		$	6,022		$	279

Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-

See accompanying notes to unaudited consolidated financial statements

F-3

GCA I ACQUISITION CORP.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2009 and 2008

Note 1 - Organization and Description of Business, Basis of Presentation and Going Concern

Organization and Description of Business

GCA I Acquisition Corp. (the “Company”), a development stage company as defined in Financial Accounting Standards Board Statement No. 7, was formed in Delaware on August 14, 2006. The Company’s fiscal year end is May 31.

Since inception, the Company has been engaged in organizational efforts, obtaining initial financing, complying with reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and efforts to identify and consummate a possible business combination. Until the Company is able to acquire or merge with an existing operating company, its sole business purpose is to accomplish this objective. Although the Company entered into a definitive Agreement and Plan of Merger as of May 7, 2008, which agreement was superseded by a definitive Amended and Restated Agreement and Plan of Merger as of March 27, 2009 (as amended and restated, the “Merger Agreement”) with a target operating company, and has no reason to believe that this transaction (the “Pending Merger”) will not be consummated at some future date, transactions of this type generally are, and this one is, complicated, subject to many risks, and subject to many conditions that may or may not be satisfied, and there can be no assurance, as a result, that it will be completed. If the transaction is completed, it is unlikely to occur for an indeterminable number of months from the date of this quarterly report.

Based on its proposed business activities, the Company is what is known as a “blank check” company. The U.S. Securities and Exchange Commission (the “SEC”) defines “blank check” companies as “any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act, and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under the Securities Act of 1933, as amended (the “Securities Act”), the Company also qualifies as a “shell company,” because it has no or nominal assets and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions. The Company’s management does not intend to undertake any efforts to cause a market to develop in its securities, either debt or equity, unless and until it has successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it continues to be subject to those requirements.

The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly-held corporation. Its principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with an operating business rather than immediate short-term earnings. Given the Pending Merger, the Company has curtailed for the time being its efforts in seeking out alternative target companies with which to combine. However, to the extent that the Pending Merger is not consummated for any reason and it resumes its business objectives of identifying a target company with which to combine, it will not restrict its potential candidate target companies to any specific business, industry or geographic location and may, as a result, acquire any type of business.

F-4

GCA I ACQUISITION CORP.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2009 and 2008

Merger & Acquisition

On March 27, 2009, the Company entered into a definitive Amended and Restated Agreement and Plan of Merger with each of Bixby Energy Acquisition Corp., a wholly-owned special-purpose acquisition subsidiary of GCA that was incorporated on April 23, 2008 (“Merger Sub”), Bixby Energy Systems, Inc. (“Bixby”), and Robert A. Walker, the President, Chief Executive Officer and Chairman of the board of directors of Bixby (“Mr. Walker”). This Merger Agreement amended and restated a prior merger agreement entered into among the same parties as of May 7, 2008.

As a result of the Pending Merger:

Bixby will become a wholly-owned subsidiary of the Company;

the officers and sole director of the Company prior to the effective time of the Pending Merger will resign; and

by virtue of the conversion or exchange of Bixby securities for Company securities, Bixby security holders before the Pending Merger will own between approximately 92% and 96% of the voting stock of the Company after closing of the Pending Merger.

As soon as practicable following the closing of the Pending Merger (i.e. following the change in control of the Company contemplated by the Pending Merger):

the board of directors of the Company will amend the bylaws of the Company to permit a board of directors ranging between one and twelve directors;

the board of directors of the Company will appoint as directors those persons who were directors of Bixby immediately prior to the closing of the Pending Merger; and

the board of directors of the Company will elect new officers of the Company who will be the same persons who were officers of Bixby immediately prior to the closing of the Pending merger.

Upon closing of the Pending Merger, Bixby’s assets and operations will become the assets and operations of the Company.

Bixby is an early-stage company focused on the development and commercial exploitation of a system that converts certain types of coal into a combination of specialty carbon products including synthetic natural gas, semi-coke, activated carbon, coal tar and coal oils, and, pending further development in terms of cost reduction/efficiency, a light, sweet crude synfuel, products which, taken together, are expected to offer a significantly higher commercial value than coal. It has patent applications pending on certain of the design features of this system. Bixby has progressed through the initial R&D phases to the pilot scale. The first commercial scale reference plant capable of producing a portfolio of carbon products is currently under development. Although Bixby has not generated any revenues to date from operations utilizing this carbon conversion technology, Bixby management believes that it is positioned to become a significant and economically efficient producer of each of synthetic natural gas, semi-coke, activated carbon, coal tar and coal oils, or a licensor of technology that will enable licensees to do the same.

F-5

GCA I ACQUISITION CORP.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2009 and 2008

Bixby’s business model for the future is currently in the research and development stages and, as such, undetermined. While there is a possibility that Bixby will determine to focus exclusively on the exploitation of its technology through a model that contemplates Bixby’s involvement and risk solely to the extent of those products directly generated through its technology (i.e. synthetic natural gas, semi-coke, activated carbon, coal oils, coal tars, and, eventually, crude oil), it is also considering involvement in enterprises which involve products that are derived from certain of those products, including coal-based gas-fired electric power plants. In any case, and although there can be no assurance, Bixby expects to build its business principally on the basis of single or multi-plant projects pursued in accordance with any one of three different types of project models:

Independent Bixby projects;

Strategic joint venture projects; and

Pure licensing projects.

Bixby was founded in July of 2001. It has never been profitable. Although Bixby generated material revenues in certain prior years since its inception in 2001 (none of which led, or even came close to leading, to profitability during corresponding fiscal periods), such revenues were exclusively generated from two business units neither of which remains a focus of Bixby’s business plan. One of these business units had been manufacturing and selling corn and wood-pellet burning home-heating stoves (and related accessories) but, following an industry-wide slowdown and resulting inventory glut, has been in a production halt and inventory liquidation process for over two years. The other business unit is a water-softener salts regional sales and distribution operation in Minnesota and certain of the surrounding states which Bixby acquired in 2004 as a strategic component of its then business plan which it has since sold, and which is no longer part of Bixby’s operations.

The obligations of the parties to consummate the Pending Merger are subject to the satisfaction on or before the closing date of the Pending Merger of the following conditions, among others:

the Pending Merger and the Merger Agreement having been approved by the Bixby stockholders in accordance with the Delaware General Corporation Law and Bixby’s certificate of incorporation and bylaws;

the shares of Company common stock and other securities issuable as part of the Pending Merger having been duly authorized; and

a combination S-4 registration statement covering the securities to be issued in the Pending Merger and joint merger proxy statement (the “S-4 Registration/Merger Proxy Statement”) having become effective under the Securities Act, having been delivered to all required recipients, and having not become the subject of any stop order or proceeding seeking a stop order.

F-6

GCA I ACQUISITION CORP.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2009 and 2008

In addition, the obligations of the Company and Merger Sub to consummate the Pending Merger are subject to satisfaction (or waiver by the Company in its sole discretion) on or prior to the closing date of the following conditions:

Mr. Walker having delivered an executed voting agreement;

In general, each of the representations and warranties of Bixby and Mr. Walker set forth in the Merger Agreement being true and correct as of the closing date;

Bixby having obtained the requisite approval of its stockholders to the amendment of it’s certificate of incorporation to revise the terms of it’s Series A convertible preferred stock to provide that the Series A convertible preferred stock will convert into Company common stock on an as-converted basis in the Pending Merger in accordance with the Delaware General Corporation Law and its certificate of incorporation and bylaws;

Bixby having entered into exchange agreements with a number of the holders of Bixby convertible debt securities satisfactory to the Company in its exclusive discretion, and performance by the holders of their obligations under such exchange agreements having been satisfied;

Bixby having entered into exchange agreements with a number of the holders of Bixby common stock purchase warrants satisfactory to the Company in its exclusive discretion, and performance by the holders of their obligations under such exchange agreements having been satisfied;

Bixby having entered into exchange agreements with a number of the holders of Bixby Series A convertible preferred stock purchase warrants satisfactory to the Company in its exclusive discretion, and performance by the holders of their obligations under such exchange agreements having been satisfied; and

GCA, at the expense of Bixby, having procured directors and officers liability insurance coverage in an aggregate amount, and from a carrier, satisfactory to the Company.

In addition, the obligation of Bixby to consummate the Pending Merger is subject to satisfaction (or waiver by Bixby in its sole discretion) on or prior to the closing date of the following conditions:

In general, each of the representations and warranties of the Company set forth in the Merger Agreement being true and correct as of the closing date as if made at and as of the closing date;

The holders of no more than twenty percent (20%) of the Bixby shares eligible for appraisal rights under the Delaware General Corporation Law having taken the steps necessary steps to perfect their appraisal rights as determined immediately prior to the effective time of the Pending Merger;

Bixby having received resignations of each of the officers of the Company, effective, in each case, as of the effective time of the Pending Merger; and

the Company having duly authorized and filed the amendments to its certificate of incorporation relating to a required 7-for-10 reverse stock-split and an increase in its authorized common stock to 200 million shares, and the Company having outstanding no securities other than 3.5 million shares of its common stock.

F-7

GCA I ACQUISITION CORP.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2009 and 2008

The Merger Agreement may be terminated and the Pending Merger and the related transactions may be abandoned at any time prior to the effective time of the Pending Merger, even though requisite approval has been obtained, as follows:

by mutual written consent duly authorized by the boards of directors of each of the Company, Merger Sub and Bixby;

by the Company:

to the extent that the effective time of the Pending Merger shall not have occurred on or before December 31, 2009;

if the Company reasonably concludes that material information regarding Bixby and/or its subsidiaries that it determines to include in the S-4 Registration/Merger Proxy Statement has been unreasonably withheld by Bixby and/or its subsidiaries;

if Bixby unreasonably withholds its approval as to the accuracy and completeness of the S-4 Registration/Merger Proxy Statement;

if Bixby’s independent auditors resign due to a disagreement with management of Bixby or any of its officers and/or directors;

upon a material breach of any representation, warranty, covenant or agreement on the part of Bixby set forth in the Merger Agreement;

if any representation or warranty of Bixby shall have become materially untrue unless (i) the breach is curable by Bixby through the exercise of its best efforts and for so long as Bixby continues to exercise such best efforts, and (ii) the breach is the direct or indirect result of obligations arising under or are otherwise reasonably contemplated by any other provision of the Merger Agreement; or

if any condition to Bixby’s obligation to complete the Pending Merger is not met;

by Bixby:

if Bixby’s stockholders fail to approve the Pending Merger and the Merger Agreement within a reasonable period following good faith compliance by Bixby and Mr. Walker with their respective obligations under the Merger Agreement;

upon a material breach of any representation, warranty, covenant or agreement on the part of the Company set forth in the Merger Agreement, or if any representation or warranty of the Company shall have become materially untrue unless (i) the breach is curable by the Company through the exercise of its best efforts and for so long as the Company continues to exercise such best efforts, and (ii) the breach is the direct or indirect result of obligations arising under or are otherwise reasonably contemplated by any other provision of the Merger Agreement; or

if any condition to the Company’s obligation to complete the Pending Merger is not met.

The foregoing description of the Merger Agreement is incomplete and is qualified in its entirety by the Merger Agreement itself, a copy of which is included as Exhibit 10.1 to the current report on Form 8-K filed by the Company on April 2, 2009.

Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is in the development stage and has not earned any revenues from operations to date. These conditions raise substantial doubt about its ability to continue as a going concern.

F-8

GCA I ACQUISITION CORP.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2009 and 2008

The Company has not generated revenue since its inception on August 14, 2006 and has incurred net losses of $2,445 for the three month period ending August 31, 2009. As a result, its current operations are an inadequate source of cash to fund future operations. The report of the Company’s independent registered public accounting firm in relation to the Company’s financial statements for the year ended May 31, 2009 contains an explanatory paragraph regarding the Company’s ability to continue as a going concern based upon its net losses and cash used in operations. The company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities when they become due and to generate profitable operations in the future. The Company plans to continue to provide for its capital requirements through the sale of equity securities and debt, however, it has no firm commitments from any third party to provide this financing and it cannot provide any assurance that it will be successful in raising working capital as needed. There are no assurances that it will have sufficient funds to execute its business plan, pay its obligations as they become due or generate positive operating results.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements present the results of operations of its wholly-owned subsidiary for the three month periods ending August 31, 2009 and 2008. All material inter-company accounts and transactions between the Company and its subsidiary have been eliminated in consolidation.

Note 2 - Summary of Significant Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash in banks. The Company considers cash equivalents to include all highly liquid investments with original maturities of three months or less to be cash equivalents.

Development Stage

The Company’s primary purpose for the time being is to acquire an operating business. The Company spends most of its time in assessing acquisition targets.

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from other receivable.

At August 31, 2009, the Company's other receivable is entirely due from an acquisition target, which is located in the United States.

F-9

GCA I ACQUISITION CORP.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2009 and 2008

Other Receivable and Reimbursements

Other receivable consists of administrative expenses incurred by the Company and reimbursable by an acquisition target. The matching reimbursement is recorded as a contra-expense in the accompanying financial statements.

At August 31, 2009, the Company determined that a provision of $78,101 was appropriate.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, accounts payable and accrued expenses, and notes payable to a stockholder approximate their fair value due to their short-term maturities.

Income Taxes

Income taxes are accounted for in accordance with SFAS No. 109, Accounting for Income Taxes. SFAS No. 109 requires the recognition of deferred tax assets and liabilities to reflect the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Measurement of the deferred items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of the Company’s assets and liabilities result in a deferred tax asset, SFAS No. 109 requires an evaluation of the probability of being able to realize the future benefits indicated by such assets. A valuation allowance related to a deferred tax asset is recorded when it is more likely than not that some or the entire deferred tax asset will not be realized.

For federal income tax purposes, substantially all expenses must be deferred until the Company commences business and then they may be written off over a 60-month period. These expenses will not be deducted for tax purposes and will represent a deferred tax asset. The Company will provide a valuation allowance in the full amount of the deferred tax asset since there is no assurance of future taxable income. Tax deductible losses can be carried forward under current applicable law for 20 years until utilized.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates made by management include, but are not limited to, the amount of unbilled vendors payable for services performed during the reporting period. Actual results may differ from these estimates and assumptions.

Basic and Diluted Earnings per Common Share

Basic earnings per common share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common shares outstanding plus the dilutive effects of outstanding options and warrants to acquire common shares during the period. In loss periods, dilutive common equivalent shares are excluded because the effect would be anti-dilutive. The Company had not issued any dilutive common share equivalents at August 31, 2009.

F-10

GCA I ACQUISITION CORP.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2009 and 2008

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses at August 31, 2009 consisted primarily of accrued professional fees.

Related Party Transactions

At August 31, 2009, the Company owed $36,463 to a law firm for services rendered. The law firm is related to the Company by means of common ownership and management.

The Company neither owns nor leases any real or personal property. Most office services are provided without charge by our sole officer and director. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein.

Our sole officer and director is involved in other business activities and may in the future become involved in other business pursuits when opportunities present themselves. As a result of these other activities, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

At August 31, 2009, the Company had issued notes payable aggregating $32,100 to a major stockholder. The notes bear interest at 4.75% per annum. The notes are payable on or before the first day upon which the Company receives proceeds from equity investments aggregating at least $250,000. Any overdue principal bears interest at 15% per annum and is payable on demand. The accrued interest expense related to these notes amounted to $3,518 at August 31, 2009.

Recent Accounting Pronouncements

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events”. The new standard is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the issuance of financial statements. Specifically, the standard sets forth: 1) the period after the balance sheet date during which management should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, 2) the circumstances that an entity should recognize events or transactions that occur after the balance sheet date, and 3) the disclosures that an entity should make about events or transactions that occur after the balance sheet date.

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles- a replacement of FASB Statement No. 162”. The new standard sets forth that the FASB Accounting Standards Codification (Codification) will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied to nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also source for authoritative GAAP for SEC registrants. When the statement is effective, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative.

F-11

GCA I ACQUISITION CORP.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

August 31, 2009 and 2008

Note 3 - Stockholders’ Deficit

Common Stock

The Company is authorized to issue 100,000,000 shares of common stock. On August 14, 2006, the Company issued 5,000,000 shares of its common stock pursuant to a private placement offering generating proceeds of $500.

Preferred Stock

The Company is authorized to issue 20,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.

Note 4 – Subsequent Events

As of October 14, 2009 there are no subsequent events.

F-12

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statement Notice

Certain statements made in this quarterly report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of GCA I Acquisition Corp. (“GCA”, “we”, “us”, “our” or the “Registrant” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this annual report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

Business Development

We were incorporated in the State of Delaware on August 14, 2006. Since inception, we have been engaged in organizational efforts, obtaining initial financing, complying with reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and efforts to identify and consummate a possible business combination. Until we are able to acquire or merge with an existing operating company, our sole business purpose is to accomplish this objective. Although we have entered into a definitive Agreement and Plan of Merger as of May 7, 2008, which agreement was superceded by a definitive Amended and Restated Agreement and Plan of Merger as of March 27, 2009 (as amended and restated, the “Merger Agreement”) with a target operating company, and have no reason to believe that this transaction (the “Pending Merger”) will not be consummated at some future date, transactions of this type generally are, and this one is, complicated, subject to many risks, and subject to many conditions that may or may not be satisfied, and there can be no assurance, as a result, that it will be completed. If the transaction is completed, it is unlikely to occur for an indeterminable number of months from the date of this annual report. A copy of the Merger Agreement is annexed as Exhibit 10.1 to the current report on Form 8-K filed by us on April 2, 2009.

We selected May 31 as our fiscal year end. We maintain our principal executive offices at 115 East 57th Street, 11th Floor, New York, NY 10022.

Our Business

We were organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly-held corporation. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with an operating business rather than immediate short-term earnings. Given the Pending Merger, we have curtailed for the time being our efforts in seeking out alternative target companies with which to combine. However, to the extent that the Pending Merger is not consummated for any reason and we resume our business objectives of identifying a target company with which to combine, we will not restrict our potential candidate target companies to any specific business, industry or geographic location and may, as a result, acquire any type of business.

To date, the analysis of new business opportunities has been undertaken by or under the supervision of Michael M. Membrado, our sole officer and director. Until such time as we entered into the Merger Agreement, we had had unrestricted flexibility in seeking, analyzing and participating in potential business opportunities, and, in the event that the Pending Merger is not consummated for any reason and we resume our business objectives of identifying a target company with which to combine, we expect to enjoy the same unrestricted flexibility. In our efforts to analyze potential acquisition targets, we had considered, and will continue to consider to the extent that the Pending Merger is not consummated for any reason and we resume our business objectives of identifying a target company with which to combine, the following kinds of factors:

(a) Potential for growth, indicated by new technology, anticipated market expansion or new products;

(b) Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;

(d) Capital requirements and anticipated availability of required funds, to be provided by us or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;

(e) The cost of participation by us as compared to the perceived tangible and intangible values and potentials;

(f) The extent to which the business opportunity can be advanced;

(g) The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and

(h) Other relevant factors.

In applying the foregoing criteria, no one of which is controlling, our management has and will continue, to the extent the Pending Merger is not consummated for any reason and we resume our business objectives of identifying a target company with which to combine, to attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to our limited capital available for investigation, if the Pending Merger is not consummated for any reason and we resume our business objectives of identifying a target company with which to combine, we may not discover or adequately evaluate adverse facts about the target company with which we pursue a combination.

Form of Business Combination

To the extent that the Pending Merger is not consummated for any reason and we resume our business objectives of identifying a target company with which to combine, the manner in which we may participate in any given opportunity will depend upon the nature of the opportunity, the respective needs and desires of us and the promoters of the opportunity, and the negotiating strength we have relative to the other parties involved.

To the extent that the Pending Merger is not consummated for any reason and we resume our business objectives of identifying a target company with which to combine, it is likely that we will participate in a business opportunity through the issuance of our common stock or other securities. Although the terms of any such transaction cannot be predicted, it should be noted that, in certain circumstances, one of the primary factors for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) is whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other “tax free” provisions provided under the Code, which is likely but by no means assured, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares. Depending upon the relative negotiating strength of the parties, prior stockholders may, in fact, retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial dilution to the equity of those who were our stockholders prior to such reorganization.

Our present stockholders will likely not have control of a majority of our voting shares following a reorganization transaction, including the Pending Merger. As part of such a transaction, all or a majority of our directors may resign and new directors may be appointed without any vote by our stockholders. The terms of the Pending Merger are such that our sole director currently, Michael M. Membrado, will not be a director in the event that the transaction is completed.

In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by our stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders’ meeting and obtain the approval of the holders of a majority of our outstanding shares. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. As is the case with the Pending Merger, management is likely to seek to structure any such transaction so as not to require stockholder approval, an objective often accomplished through the establishment and use of a special-purpose acquisition subsidiary.

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, auditors, attorneys and others. If a decision is made not to pursue or otherwise participate in a specific business opportunity, the costs then previously incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, including the Pending Merger, the failure to consummate that transaction may result in our loss of some or all of the related costs incurred.

We presently have no employees apart from our management. Our sole officer and director is engaged in outside professional pursuits and business activities, most notably a legal practice, and devotes to our business only limited time beyond that for which his firm is paid legal fees. We expect no significant changes in the number of our employees unless and until we consummate a business combination, including the Pending Merger.

The Pending Merger

On March 27, 2009, we entered into a definitive Amended and Restated Agreement and Plan of Merger with each of Bixby Energy Acquisition Corp., a wholly-owned special-purpose acquisition subsidiary of GCA that was incorporated on April 23, 2008 (“Merger Sub”), Bixby Energy Systems, Inc. (“Bixby”), and Robert A. Walker, the President, Chief Executive Officer and Chairman of the board of directors of Bixby (“Mr. Walker”). This Merger Agreement amended and restated a prior merger agreement entered into among the same parties as of May 7, 2008.

As a result of the Pending Merger:

Bixby will become a wholly-owned subsidiary of GCA;

the officers and sole director of GCA prior to the effective time of the Pending Merger will resign; and

by virtue of the conversion or exchange of Bixby securities for GCA securities, Bixby securityholders before the Pending Merger will own between approximately 92% and 96% of the voting stock of GCA after closing of the Pending Merger.

As soon as practicable following the closing of the Pending Merger (i.e. following the change in control of GCA contemplated by the Pending Merger):

the board of directors of GCA will amend the bylaws of GCA to permit a board of directors ranging between one and twelve directors;

the board of directors of GCA will appoint as directors those persons who were directors of Bixby immediately prior to the closing of the Pending Merger; and

the board of directors of GCA will elect new officers of GCA who will be the same persons who were officers of Bixby immediately prior to the closing of the Pending merger.

Upon closing of the Pending Merger, Bixby’s assets and operations will become the assets and operations of GCA.

In addition to its carbon conversion system, Bixby has acquired other technologies that it is in the process of further developing. Among others, this includes a certain liquefaction technology that has been designed to work with the carbon conversion system and which is aimed at economically converting the semi-coke it produces through the system to a light sweet crude liquid synfuel. Although there can be no assurance, Bixby management believes that this technology will be ready for commercialization within approximately the next two to three years.

Bixby’s definitive business model for the future is currently in the research and development stages and, as such, undetermined. While there is a possibility that Bixby will determine to focus exclusively on the exploitation of its technology through a model that contemplates Bixby’s involvement and risk solely to the extent of those products directly generated through its technology (i.e. synthetic natural gas, semi-coke, activated carbon, coal oils, coal tars, and, eventually, crude oil), it is also considering involvement in enterprises which involve products that are derived from certain of those products, including coal-based gas-fired electric power plants. In any case, and although there can be no assurance, Bixby expects to build its business principally on the basis of single or multi-plant projects pursued in accordance with any one of three different types of project models:

Independent Bixby projects;

Strategic joint venture projects; and

Pure licensing projects.

The obligations of the parties to consummate the Pending Merger are subject to the satisfaction on or before the closing date of the Pending Merger of the following conditions, among others:

the shares of GCA common stock and other securities issuable as part of the Pending Merger having been duly authorized; and

the S-4 Registration/Merger Proxy Statement having become effective under the Securities Act, delivered to all required recipients, and having not become the subject of any stop order or proceeding seeking a stop order.

In addition, the obligations of GCA and Merger Sub to consummate the Pending Merger are subject to satisfaction (or waiver by GCA in its sole discretion) on or prior to the closing date of the following conditions:

Mr. Walker having delivered an executed voting agreement;

In general, each of the representations and warranties of Bixby and Mr. Walker set forth in the Merger Agreement being true and correct as of the closing date;

Bixby having obtained the requisite approval of its stockholders to the amendment of it’s certificate of incorporation to revise the terms of it’s Series A convertible preferred stock to provide that the Series A convertible preferred stock will convert into GCA common stock on an as-converted basis in the Pending Merger in accordance with the Delaware General Corporation Law and its certificate of incorporation and bylaws;

Bixby having entered into exchange agreements with a number of the holders of Bixby convertible debt securities satisfactory to GCA in its exclusive discretion, and performance by the holders of their obligations under such exchange agreements having been satisfied;

Bixby having entered into exchange agreements with a number of the holders of Bixby common stock purchase warrants satisfactory to GCA in its exclusive discretion, and performance by the holders of their obligations under such exchange agreements having been satisfied;

GCA, at the expense of Bixby, having procured directors and officers liability insurance coverage in an aggregate amount, and from a carrier, satisfactory to GCA.

In general, each of the representations and warranties of GCA set forth in the Merger Agreement being true and correct as of the closing date as if made at and as of the closing date;

the holders of no more than twenty percent (20%) of the Bixby shares eligible for appraisal rights under the Delaware General Corporation Law having taken the steps necessary steps to perfect their appraisal rights as determined immediately prior to the effective time of the Pending Merger;

Bixby having received resignations of each of the officers of GCA, effective, in each case, as of the effective time of the Pending Merger; and

GCA having duly authorized and filed the amendments to its certificate of incorporation relating to a required 7-for-10 reverse stock-split and an increase in its authorized common stock to 200 million shares, and GCA having outstanding no securities other than 3.5 million shares of its common stock.

The Merger Agreement may be terminated and the Pending Merger and the related transactions may be abandoned at any time prior to the effective time of the Peending Merger, even though requisite approval has been obtained, as follows:

by mutual written consent duly authorized by the boards of directors of each of GCA, Merger Sub and Bixby;

by GCA:

to the extent that the effective time of the Pending Merger shall not have occurred on or before December 31, 2009;

if GCA reasonably concludes that material information regarding Bixby and/or its subsidiaries that it determines to include in the S-4 Registration/Merger Proxy Statement has been unreasonably withheld by Bixby and/or its subsidiaries;

if Bixby unreasonably withholds its approval as to the accuracy and completeness of the S-4 Registration/Merger Proxy Statement;

if Bixby’s independent auditors resign due to a disagreement with management of Bixby or any of its officers and/or directors;

upon a material breach of any representation, warranty, covenant or agreement on the part of Bixby set forth in the Merger Agreement;

if any condition to Bixby’s obligation to complete the Pending Merger is not met;

by Bixby:

upon a material breach of any representation, warranty, covenant or agreement on the part of GCA set forth in the Merger Agreement, or if any representation or warranty of GCA shall have become materially untrue unless (i) the breach is curable by GCA through the exercise of its best efforts and for so long as GCA continues to exercise such best efforts, and (ii) the breach is the direct or indirect result of obligations arising under or are otherwise reasonably contemplated by any other provision of the Merger Agreement; or

if any condition to GCA’s obligation to complete the Pending Merger is not met.

On August 14, 2009, GCA and Bixby jointly engaged a certain middle-market, boutique FINRA member investment bank on an exclusive basis to assist them in obtaining project financing for Bixby’s pilot carbon conversion technology plant in Chelyan, West Virginia. While, subject to the availability of financing, the plant is expected to eventually consist of a system incorporating four full-scale units and one quarter-scale unit, the financing contemplated by the engagement will include only an amount required to cover the capital expenditure requirements associated with the one quarter-scale unit and a single full-scale unit, together with an as-yet undetermined amount of associated operating and overhead capital. It is contemplated that a financing may occur in one or series of transactions. Any financing introduced or arranged by the investment bank is contingent upon the closing of the Pending Merger, and it is anticipated that a financing will occur contemporaneously with the closing of the Pending Merger. Currently no terms, structure or pricing of any financing have been established, and it is possible that any such financing shall not have occured as of the time the Pending Merger closes.

Under the terms of the engagement agreement, the investment bank or its affiliates will, to the extent requested by GCA and Bixby:

Develop a master plan for financing the project;

Perform due diligence on GCA and Bixby and the project at a level commensurate with the type of investor and structure that becomes contemplated in the proposed financing;

Assist in the preparation of offering materials with respect to the proposed financing;

Introduce GCA and Bixby to potential investors, which are anticipated to be institutional investors;

Develop a strategy to effectuate, and assist in structuring and negotiating, the proposed financing;

Act as a placement agent in the sale of equity, debt or convertible securities in the proposed financing.

The engagement agreement provides for payment of a monthly retainer to the investment bank for four months, payable by Bixby, and if the proposed financing is consummated, the investment bank will be entitled to a transaction fee which will be comprised of a combination of cash and equity interests. Under the terms of engagement agreement, the investment bank will not be entitled to the transaction fees if a financing is undertaken by GCA or Bixby with certain preexisting prospects of Bixby. In that case, the parties will negotiate appropriate compensation for services provided by the investment bank based on industry standards, in advance of the consummation of such a financing.

Bixby will reimburse the investment bank for it’s reasonable, pre-agreed expenses in connection with its engagement.

The engagement agreement provides that during the term of the investment bank’s engagement:

neither GCA nor Bixby will solicit any offers from any parties in connection with a financing and they will advise the investment bank of any indications of interest to participate in the proposed financing;

GCA and Bixby will keep confidential, and not provide to any third party, materials relating to the proposed financing without the investment bank’s consent.

The engagement agreement grants the investment bank a right of first refusal to finance:

on a project basis, the further expansion of the Chelyan West Virgina reference plant beyond the scope of the pilot project;

on a project basis, any additional plants to be controlled by GCA;

on a corporate finance basis, GCA for a period of 24 months following the closing of a financing contemplated by the engagement agreement.

Under the engagement agreement, each of GCA and Bixby agree to indemnify the investment bank against any claims arising from GCA’s or Bixby’s respective acts or omissions in the performance of their agreements or from any untrue statements or omissions from information furnished by them to the investment bank, upon terms that are customary under investment banking agreements.

The Company and Bixby acting jointly, or the investment bank, may terminate the engagement agreement at any time upon written notice. Termination of the engagement agreement will not effect any of the following obligations of GCA or Bixby:

to pay the investment bank compensation earned up to the date of the termination, or which becomes payable to the investment bank after termination arising from consummation of a financing by investors introduced by the investment bank within 24 months after termination;

arising from any financing under the investment bank’s right of first refusal to provide or arrange future financings, or

to reimburse the investment bank its reimbursable expenses.

No assurance can be given that any financing of GCA or Bixby will result from the relationship with the investment bank described above, and if a financing does occur, GCA cannot predict what the structure, terms or pricing of that financing would be or what effect it would have on the rights of GCA’s stockholders and other securityholders.

Plan of Operation

We have not realized any revenues from operations since August 14, 2006 (inception), and our plan of operation for the next twelve months shall be to continue our efforts to locate suitable acquisition candidates. We can provide no assurance that we can continue to satisfy our cash requirements for at least the next twelve months. It is not anticipated at present that we will experience any change in our current number of employees until such time as we may consummate a business combination.

Comparison of Fiscal Periods Ended August 31, 2009 and August 31, 2008

Operational Expenses

Total net operating expenses were $115,073 for the fiscal period from August 14, 2006 (inception) through August 31, 2009, inclusive of $397,283 in reimbursable expenses from Bixby (see discussion in Liquidity and Capital Resources below). Total net operating expenses were $2,064 for the three month period ended August 31, 2009, inclusive of $31,947 in reimbursable expenses from Bixby (see discussion in Liquidity and Capital Resources below). Comparitively, total net operating expenses were $1,582 for the three month period ended August 31, 2008. In each of these periods, these expenses constituted professional and related fees. The increase in 2009 over the comparable period in 2008 was primarily attributable to expenses associated with the Pending Merger, the addition of legal fees.

We incurred a net loss of $118,591 for the fiscal period from August 14, 2006 (inception) through August 31, 2009, a net loss of $2,445 for the three month period ended August 31, 2009, and a net loss of $1,963 for the comparable three month period ended August 31, 2008. It is management’s assertion that these circumstances may hinder the Company’s ability to continue as a going concern.

Liquidity and Capital Resources

The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities:

			Cumulative Period From
	Three Months Ended		August 14, 2006 (Inception) to
	August 31, 2009		August 31, 2009
Net cash (used) in operating activities	$	12,872	$	(32,321	)
Net cash (used) in investing activities	$	0	$	0
Net cash provided by financing activities	$	0	$	32,600
Net increase (decrease) in cash and cash equivalents	$	12,872	$	279

Due to the fact that we have had no operations to date from which we derive any revenues, prior to May 7, 2008 and extending back to August 14, 2006 (inception), we had been dependent on loans from existing stockholders’ to fund our working capital needs. Prior to May 7, 2008, we had borrowed a total of $32,100 from a single shareholder. Although, to date, we have generated no revenues at all from operations, and we do not expect to generate any revenues from operations absent a merger or other combination with an operating company, as part of the Pending Merger and pursuant to the terms of the Merger Agreement, Bixby agreed to pay, from and after May 7, 2008, our reasonable legal, accounting, independent auditing, and EDGARization/printing service fees and expenses in connection with (a) the preparation and filing of any and all required reports to be filed under the Exchange Act from and after May 7, 2008 through the earlier of (i) four business days following the consummation of the Pending Merger, or (ii) the time at which the Merger Agreement shall have been terminated, if at all, in accordance with its terms, and (b) the Pending Merger and the preparation, filing and dissemination of the S-4 Registration/Merger Proxy Statement and all related federal and state securities law compliance associated with the Pending Merger. Given that these expenses are the only material expenses that we reasonably expect to incur until such time as the Pending Merger is consummated, and assuming this obligation is consistently honored by Bixby, we believe that that the overwhelming majority of our working capital needs will be met through this arrangement until the Pending Merger is consummated, to the extent that this at some point occurs. If the Merger Agreement is terminated for any reason, or Bixby fails to honor the obligation under the terms of the Merger Agreement either on a timely basis or at all, and, in any event, if there is a deficiency in our working capital needs beyond those amounts which Bixby is obligated to pay, it is management’s belief that it will become necessary to fund our working capital needs once again through loans from stockholders, or possibly from the sale of equity or debt securities to unrelated parties. Because there is no commitment regarding any such financing in the event of such a contingency, there can be no assurance that such financing will be available to us at or about the time it may be required, either on terms favorable to us or at all. And although, as of the date hereof, our management has been told by Bixby management that Bixby expects to be able to meet its obligations to us in the near-term, Bixby was seriously delinquent in meeting its obligations to us from approximately January of 2009 until recently. At August 31, 2009, Bixby owed us $31,947. There can be no assurance of its ability to meet its obligations to us in accordance with the terms of the Merger Agreement. If Bixby fails to pay our expenses in accordance with the Merger Agreement, it is unlikely that we will be able to meet our financial obligations.

At August 31, 2009, we had cash of $279 and a working capital deficit of $(118,091). This compares to cash of $13,151 and a working capital deficit of $(115,646) at May 31, 2009. At August 31, 2009, our only assets consisted of $279 in cash and $31,947 in accounts receivable from Bixby. Without the accounts receivable from Bixby, our working capital deficit at August 31, 2009 would have been $(150,038).

Results of Operations

The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates and to negotiate the Pending Merger. No revenue from operations has been generated by the Company since August 14, 2006 (inception) to August 31, 2009. It is highly unlikely the Company will have any revenues from operations unless it is able to effect an acquisition, or merger with an operating company, a result for which there can be no assurance. In this regard, any revenue we derive from Bixby’s obligation to pay certain of our operating expenses as described under Liquidity and Capital Resources above is not considered revenue from operations.

Since August 14, 2006 (inception), selling, general and administrative expenses have been primarily comprised of professional and related fees associated with the Company registering to become publicly-traded, maintaining its internal controls and reporting obligations under the Exchange Act, and pursuing the Pending Merger. For this period, such net expenses (after reimbursement from Bixby of $397,283) amounted to $115,073. For the three month period ending August 31, 2009, such net expenses (after reimbursement from Bixby of $31,947) amounted to $2,064. This compares to $1,582 in such net expenses (after reimbursement from Bixby of $76,432) for the three month period ended August 31, 2008.

Since August 14, 2006 (inception), interest expense has been exclusively comprised of notes payable to stockholders for working capital loans previously made. For this period, such expense amounted to $3,518. For the three month period ending August 31, 2009, interest expense was $381, and it was the same amount for the comparable period during 2008.

Off-Balance Sheet Arrangements

We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Recently Issued Accounting Pronouncements

Significant Accounting Estimates

Critical Accounting Policies

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4T. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of August 31, 2009, our management, consisting of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(b) promulgated under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of August 31, 2009, our disclosure controls and procedures were effective in ensuring that material information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such material information is accumulated and communicated to our President and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the quarter ended August 31, 2009, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

To the best knowledge of the officers and directors, the Company is not a party to any legal proceeding or litigation.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K.

Exhibit No.		Description

*3.1		Certificate of Incorporation, as filed with the Delaware Secretary of State on August 14, 2006.
*3.2		By-Laws.
31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2009.
31.2		Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2009.
32.1		Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*	Filed as an exhibit to the Company's Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on January 30, 2007, and incorporated herein by this reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused the report to be signed on its behalf by the undersigned thereunto duly authorized.


Dated: October 14, 2009	GCA I ACQUISITION CORP.

	By:	/s/ Michael M. Membrado
		Michael M. Membrado President, Chief Executive Officer, Chief Financial Officer, and Director

GCA I ACQUISITION CORP 10-Q