UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DC D.C. 20549

__________________

FORM 8-K

CURRENT REPORT

Pursuant toTo Section 13 or 15(d) of ~~the~~The Securities Exchange Act of 1934

~~Securities~~Date of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): July 1, 2010

Date of Report (Date of earliest event reported): August 14, 2009

GCA I ACQUISITION CORP.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	~~000-52431~~	14000-~~1973529~~52431	14-1973529
(State or Other Jurisdiction	(Commission File No.)	(IRS Employer
(State or other jurisdiction		(Commission	(IRS Employer
of Incorporation)		Identification Number)
of incorporation)		File Number)	Identification No.)

115 East 57th Street, New York, New York 10022

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

~~(Address of~~Registrant’s ~~Principal~~telephone ~~Executive~~number, ~~Offices)~~including ~~(Zip~~area ~~Code~~code: (646) 486-9772

~~Registrant’s telephone~~Not ~~number~~Applicable (Former name or former address, ~~including~~if ~~area~~changed ~~code: (646~~since last report) ~~486-9770~~

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the ~~Registrant~~registrant under any of the following provisions (see General Instruction A.2. below):

G¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

G¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

G¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (~~17CFR~~17 CFR 240.14d-2(b))

G¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8 1.01 ~~Other~~– ~~Events~~Entry into a Material Definitive Agreement.

On ~~August~~March 1427, 2009, GCA I Acquisition Corp., ~~and~~the ~~Bixby~~registrant ~~Energy~~(“GCA”) ~~Systems,~~entered ~~Inc.~~into ~~jointly engaged~~ a definitive ~~certain~~Amended ~~middle-market,~~& ~~boutique~~Restated ~~FINRA~~Agreement ~~member~~and ~~investment~~Plan ~~bank~~of onMerger an(the ~~exclusive~~“Merger ~~basis~~Agreement”) towith ~~assist~~each ~~them~~of ~~in obtaining project financing for~~ Bixby’s ~~pilot~~Energy ~~carbon conversion~~Acquisition ~~technology plant in Cheylan, West Virginia~~Corp. ~~While~~, ~~subject~~a wholly-owned tospecial-purpose ~~the~~acquisition ~~availability~~subsidiary of ~~financing,~~GCA ~~the~~(“Merger ~~plant~~Sub”), isBixby ~~expected to eventually consist of~~Energy aSystems, ~~system~~Inc. ~~incorporating~~(“Bixby”), ~~four full-scale units~~ and ~~one~~Robert ~~quarter-scale~~A. ~~unit~~Walker, the ~~financing~~ ~~contemplated~~founder, byPresident ~~the engagement includes only an amount sufficient to cover the capital expenditures associated with the one quarter-scale unit~~ and ~~a single full-scale unit, together with an as-yet~~Chief ~~undetermined~~Executive ~~amount~~Officer of ~~associated~~Bixby ~~operating~~(“Mr. ~~and overhead capital~~Walker”). ItThe Merger Agreement isamended ~~contemplated~~and ~~that~~restated a ~~financing~~previous ~~may~~merger ~~occur~~agreement inentered ~~one~~into oramong ~~series of transactions. Any financing introduced or arranged by~~ the ~~investment~~same ~~bank~~parties isas ~~contingent upon the closing~~ of ~~the~~May ~~previously~~7, ~~disclosed~~2008. Contemporaneously ~~pending merger between GCA~~ and ~~Bixby,~~in ~~and~~connection ~~it is anticipated that a financing will occur contemporaneously~~ with the ~~closing~~Merger ofAgreement, ~~the merger~~Mr. ~~Currently,~~Walker noand ~~terms,~~GCA ~~structure or~~entered ~~pricing~~into ofan ~~any~~amended ~~financing have been established,~~ and ~~it is possible that any~~restated ~~such~~voting ~~financing~~agreement ~~shall not have occured as of~~ (the ~~time~~“Voting ~~the merger closes~~Agreement”).

~~Under~~Although the parties to the ~~terms~~Merger Agreement have generally been pursuing consummation of the merger contemplated thereby (the ~~engagement~~“Merger”) since its execution, certain ~~agreement~~differences arose among various parties to the Merger Agreement during the first half of 2010. As a result of these differences, on July 1, 2010, a certain Contingent Settlement & Standstill Agreement (the “Agreement”) ~~investment~~was ~~bank~~entered orinto ~~its~~among ~~affiliates~~GCA, ~~will~~Merger Sub, Bixby, Mr. Walker, and each of the two current shareholders of GCA, Michael Membrado, GCA’s and Merger Sub’s current President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole Director (“Mr. Membrado”) and Jennifer Lee (“Ms. Lee”), which Agreement could potentially effect a change of control of GCA (and, indirectly, Merger Sub) and a termination of each of the Merger Agreement and the Voting Agreement. Specifically, under the terms of the Agreement, each of Mr. Membrado and Ms. Lee have agreed to sell all of the ~~extent~~shares ~~requested~~of GCA capital stock currently held by each of them (2,500,000 shares of common stock, respectively) to Bixby for a price of $0.10 per share (total $500,000), thereby causing GCA to become a wholly-owned subsidiary of Bixby. Although a non-refundable down-payment of $50,000 was paid to each of Mr. Membrado and Ms. Lee upon execution of the Agreement (for which no shares were or will be transferred unless and until the transaction is completed), the Agreement provides that Bixby: has until September 15, 2010 to deliver the balance of $400,000 and complete the transaction, and that, in the meantime, GCA and Merger Sub are prohibited from initiating or otherwise pursuing any legal proceedings under or in connection with the Merger Agreement.

·Until such ~~Develop~~time aas ~~master~~the ~~plan~~stock ~~for~~conveyance ~~financing~~transaction contemplated by the ~~project;~~Agreement is completed in its entirety, if at all, all of the 5,000,000 shares of GCA common stock currently held by Mr. Membrado and Ms. Lee in equal proportion, which shares represent all of the issued and outstanding capital stock of GCA, shall be retained by Mr. Membrado and Ms. Lee, each of the Merger Agreement and Voting Agreement shall remain in effect for all purposes, and Mr. Membrado shall remain GCA’s and Merger Sub’s President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole Director.

·As ~~Perform~~part of ~~due~~the ~~diligence~~Agreement, onBixby is also required to pay off the outstanding professional fee obligations for GCA arising under the Merger Agreement, both preexisting and going forward through completion of the share purchase transaction if and when it shall occur. In connection with this aspect of the Agreement, and in addition to the payments from Bixby to Mr. Membrado and Ms. Lee described above in relation to the ~~project~~stock atconveyance transaction, a ~~level~~$50,000 ~~commensurate~~payment ~~with~~was made by Bixby to GCA upon execution of the ~~type~~Agreement toward satisfaction of ~~investor~~the then-preexisting $287,084.64 obligation for such professional fees. The balance of the preexisting obligation ($237,084.64) is required under the Agreement to be satisfied by August 30, 2010, and ~~structure~~all professional ~~expected~~fees incurred after July 1, 2010 are required to be ~~involved~~paid inby ~~the~~Bixby to ~~proposed~~GCA ~~financing;~~upon demand. Among other professional service providers, Mr. Membrado has been and continues to serve as legal counsel to GCA.

·If ~~Assist~~and when the stock conveyance transaction contemplated by the Agreement is completed, all of the 5,000,000 shares of GCA common stock currently held by and between Mr. Membrado and Ms. Lee in equal proportion, which shares represent all of the ~~preparation~~issued and outstanding capital stock of ~~offering~~GCA, ~~materials~~shall ~~with~~have ~~respect~~been conveyed to Bixby, thereby resulting in a change of control of GCA (and, indirectly, Merger Sub), each of the ~~proposed~~Merger ~~financing;~~Agreement and the Voting Agreement shall immediately be deemed to have been terminated for all purposes, and Mr. Membrado shall immediately be deemed to have resigned, effective immediately, as each of GCA’s and Merger Sub’s President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole Director.

·The Agreement ~~Introduce~~contains ~~GCA~~various ~~and~~representations, ~~Bixby~~warranties toand ~~potential~~other ~~investors~~provisions, some of which are ~~anticipated~~customary toin besimilar ~~institutional~~kinds of agreements and/ others which have been included based on their importance to either one or ~~strategic~~more ~~investors;~~of the parties and the agreement by the other parties.

·The foregoing ~~Develop~~description aof ~~strategy~~the Contingent Settlement & Standstill Agreement does not purport to ~~effectuate,~~be complete and ~~assist~~is qualified in ~~structuring~~its ~~and~~entirety ~~negotiating,~~by the Contingent ~~proposed~~Settlement ~~financing;~~& Standstill Agreement itself, a copy of which is annexed to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

· 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 further provides that, if a 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 engagement agreement, the investment bank will not be entitled to the transaction fees if a financing is undertaken by GCA or Bixby with certain pre-existing 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 the investment bank’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 a financing;

· GCA and Bixby will keep confidential, and not provide to any third party, materials relating to a 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 Cheylan 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 its agreements or from any untrue statements or omissions from information furnished by it to the investment bank, upon terms that are customary under investment banking agreements.

GCA 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.

~~SIGNATURES~~Item 9.01 – Financial Statements and Exhibits.

~~Pursuant to the requirements of the~~The ~~Securities~~following ~~Exchange~~exhibit ~~Act~~is offiled ~~1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~herewith:

	GCA I ACQUISITION CORP.
Date: August 25, 2009
	By:	/s/ Michael M. Membrado
		Michael M. Membrado

(d)

Exhibits

Exhibit No.		Description

10.1		Contingent Settlement & Standstill Agreement among GCA I Acquisition Corp., Bixby Energy Acquisition Corp., Bixby Energy Systems, Inc., Robert A. Walker Michael Membrado, and Jennifer L. Lee dated July 1, 2010.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 8, 2010

GCA I ACQUISITION CORP.

By:	/s/ Michael M. Membrado
	Michael M. Membrado
	President & Chief Executive Officer

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