UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2010

o TRANSITION REPORT UNDER 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 Registrant as specified in its charter)

Delaware	14-1973529
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

115 East 57th Street, 11th Floor New York, NY	10022
(Address of principal executive offices)	(Zip Code)

(646) 486-9770

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered

Securities registered under Section 12(g) of the Act:

Common Stock, $.0001 par value

(Title of class)

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ¨ No x

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. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	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).

Yes x No ¨

At September 14, 2010, the Registrant’s common equity was not listed or traded on any exchange or quotation system and there was not any other public trading market for such securities or any other securities of the registrant.

At September 14, 2010, the Registrant had outstanding 5,000,000 shares of common stock of which there is only a single class.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Annual Report on Form 10-K

For the Fiscal Year Ended May 31, 2010

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	21
Item 2.	Properties	21
Item 3.	Legal Proceedings	22
Item 4.	Submission of Matters to a Vote of Security Holders	23

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6.	Selected Financial Data	24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 8.	Financial Statements and Supplementary Data	37
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	38
Item 9A.	Controls and Procedures	38
Item 9B.	Other Information	38

PART III
Item 10.	Directors and Executive Officers of the Registrant	39
Item 11.	Executive Compensation	40
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	41
Item 13.	Certain Relationships and Related Transactions, and Director Independence	42
Item 14.	Principal Accounting Fees and Services	43

PART IV
Item 15.	Exhibits, Financial Statement Schedules	44

PART I

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements made in this annual report on Form 10-K 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.

ITEM 1. DESCRIPTION OF BUSINESS.

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 with an existing operating company. Until we are able to acquire or merge with an existing operating company, our sole business purpose is to accomplish this objective.

Recent Key Developments

On May 7, 2008, we entered into a definitive Agreement and Plan of Merger to engage in a reverse subsidiary merger with a target operating company, Bixby Energy Systems, Inc. (“Bixby”), among other parties, which agreement was superceded as of March 27, 2009 by a definitive Amended and Restated Agreement and Plan of Merger which agreement remains in effect as of the date hereof (as amended and restated, the “Merger Agreement”). Throughout the balance of 2009 and continuing for only a brief part of early 2010, our focus had been predominantly on fulfilling our obligations under the Merger Agreement in pursuit of the contemplated merger transaction (the “Pending Merger”), including the preparation, filing with the U.S. Securities and Exchange Commission (the “SEC”), and amending as necessary and re-filing of a related S-4 registration/merger proxy statement. During the first half of 2010, a dispute arose between us and Bixby based on Bixby’s announced determination that it desired to terminate the Merger Agreement and abandon the Pending Merger (the “Bixby Dispute”). Following certain discussions between Bixby and GCA surrounding the Bixby Dispute and potential terms upon which it might have been able to be resolved, a certain Contingent Settlement & Standstill Agreement was entered into on July 1, 2010 among the parties to the Merger Agreement as well as each of our two common stockholders pursuant to which all of the outstanding shares of our common stock would become wholly-owned by Bixby, and the Merger Agreement would be terminated, both on or before September 15, 2010, in the event that certain payments are made by Bixby as of that date, including a payment to us sufficient to enable us to satisfy all of our then-existing material financial obligations (as more fully described hereinafter, the “Contingent Settlement Agreement”). As of August 30, 2010, Bixby had breached certain of its payment obligations under the Contingent Settlement Agreement.

In the meantime, active pursuit of the Pending Merger has been suspended by us due to a combination of non-payment by Bixby of their financial obligations to us under the Merger Agreement, which are necessary for us to continue such pursuit, and their unwillingness to cooperate with us more generally in continuing to work towards a closing.

At this time, there remains a high degree of uncertainty as to whether:

the Bixby Dispute will be resolved and the Merger Agreement terminated in accordance with the terms of the Contingent Settlement Agreement based on Bixby making the required payments thereunder;

the Bixby Dispute will be resolved through something other than the Contingent Settlement Agreement and pursuit of the Pending Merger will be resumed and, if so, when that might occur and when the Pending Merger might be consummated, if at all; or

the Bixby Dispute will continue unresolved after September 15, 2010 and potentially come to involve litigation, and whether, should this occur, the Pending Merger will be abandoned by us, either by agreement or otherwise, and we will be able to identify and consummate an alternative business combination with a different operating company at some future date.

Transactions of the type we have been pursuing are generally quite complicated, subject to many material risks, and subject to many conditions that may or may not be satisfied, and there can be no assurance, as a result, that we will be able to complete one, either with Bixby or with a different target operating company. If the Pending Merger or any other transaction is completed, it is highly unlikely that this would occur for some significant period of time 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, 10th Floor, New York, NY 10022.

Our Business Generally

Based on our proposed business activities, we are what is known as a “blank check” company. 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”), we also qualify as a “shell company,” because we have 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. Our management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, unless and until we have successfully concluded a business combination. We intend to comply with the periodic reporting requirements of the Exchange Act for so long as we continue to be subject to those requirements.

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, and notwithstanding the Bixby Dispute, 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. Further, it is highly likely that, within a very short period of time following any cessation by Bixby of its contractual obligations to meet certain of our ongoing expenses, we will find ourselves without sufficient capital resources to continue meeting our public reporting and other obligations the continued maintenance in good standing of which are deemed vital to our ability to interest a target company and, ultimately, to effect a business 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, our sole director, or all or a majority of our directors if we then have more than one, 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 executive management. Our sole officer and director, Michael M. Membrado, 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 compensated in the form of legal fees. We expect no significant changes in the number of our employees unless and until we consummate a business combination, including, if applicable, the Pending Merger.

The Pending Merger

On March 27, 2009, we entered into a definitive Amended & Restated Agreement and Plan of Merger (the “Merger Agreement”) with each of Bixby Energy Acquisition Corp., a wholly-owned special-purpose acquisition subsidiary of GCA (“Merger Sub”), Bixby Energy Systems, Inc. (“Bixby”), and Robert A. Walker, the founder, President, Chief Executive Officer and Chairman of the board of directors of Bixby (“Mr. Walker”). The Merger Agreement amended and restated a previous merger agreement entered into among the same parties as of May 7, 2008. Contemporaneously and in connection with the Merger Agreement, Mr. Walker and GCA entered into an amended and restated voting agreement (the “Voting Agreement”).

In accordance with the terms of the Merger Agreement, and as a result of the Pending Merger to the extent that it is completed:

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

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 (“SNG”), metallurgical coke (“met coke” or “coke”), activated carbon (“AC”), 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.

Bixby is currently in the process of producing its initial carbon conversion system test units. The first of these test units, for which Bixby received a $900,000 deposit against a $2 million total sale price during the first half of 2010, is in the process of being readied for shipment as of the date hereof. The $1.1 million balance becomes payable to Bixby upon satisfactory completion of a thirty day operational period following delivery and installation of the test unit. The sale, to a China-based customer/licensee, originated through a joint venture partner with which Bixby established a relationship over the past approximately 18 months for purposes of marketing its technology throughout the People’s Republic of China. Since commencing production on this unit, Bixby has received orders and deposits for four additional test units from three other China-based customer/licensees, in each case also through Bixby’s China joint venture partner, and in each case on the same payment terms as the order for the initial test unit. Although Bixby has generated only $4.5 million in revenue to date from operations utilizing this carbon conversion technology (against orders totaling $10 million), Bixby management believes that it is positioned to become a significant and economically efficient producer and seller over time of these carbon conversion system units, as well as each of SNG, coke, and AC.

Although not currently a component of the carbon conversion systems that it recently began marketing, Bixby is in the process of developing a liquefaction technology that is expected to be made available as a back-end add-on assembly to the mainframe carbon conversion system which will enable system users to convert the coke that the system currently produces to a light sweet crude liquid synfuel at a market-competitive cost. 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. SNG, met coke, AC, 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 sale/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 GCA 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, 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 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 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 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 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.

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 us on April 2, 2009.

The Bixby Dispute

Throughout the balance of 2009 and continuing for only a brief part of early 2010, our focus had been predominantly on fulfilling our obligations under the Merger Agreement in pursuit of the Pending Merger, including the preparation, filing with the SEC, and amending as necessary and re-filing, of a related S-4 registration/merger proxy statement. During the first half of 2010, Bixby began to make known to us its desire to terminate the Merger Agreement and to abandon the Pending Merger. Within several days following delivery by us to Bixby in early April, 2010 of an invoice reflecting an amount then cumulatively owed by Bixby to us under the Merger Agreement, Bixby communicated to us its determination that it was repudiating the Merger Agreement and a dispute between us arose as a result (the “Bixby Dispute”). Discussions between Bixby and GCA surrounding the Bixby Dispute followed, including potential terms upon which it might have been able to be resolved, and on July 1, 2010, a certain Contingent Settlement & Standstill Agreement was entered into among us, Merger Sub, Bixby, Mr. Walker, and each of our two current shareholders, Michael Membrado, our 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 (the “Contingent Settlement Agreement”) could potentially effect a change in our control (and, indirectly, Merger Sub) as well as a termination of each of the Merger Agreement and the Voting Agreement.

Under the terms of the Contingent Settlement Agreement, each of Mr. Membrado and Ms. Lee have agreed to sell all of the shares 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 Contingent Settlement Agreement (for which no shares were or will be transferred unless and until the transaction is completed), the Contingent Settlement 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 time as the stock conveyance transaction contemplated by the Contingent Settlement 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 part of the Contingent Settlement Agreement, Bixby 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 Contingent Settlement Agreement, and in addition to the payments from Bixby to Mr. Membrado and Ms. Lee described above in relation to the stock conveyance transaction, a $50,000 payment was made by Bixby to GCA upon execution of the Contingent Settlement Agreement toward satisfaction of the then-preexisting $287,085 obligation for such professional fees. The balance of the preexisting obligation ($237,085) was required under the Contingent Settlement Agreement to be satisfied by August 30, 2010, but was not, and all professional fees incurred after July 1, 2010 were and are required to be paid by Bixby to GCA within three days of invoicing, but have not. Among other professional service providers, Mr. Membrado has been and continues to serve as legal counsel to GCA.

If and when the stock conveyance transaction contemplated by the Contingent Settlement 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 issued and outstanding capital stock of GCA, shall have been conveyed to Bixby, thereby resulting in a change of control of GCA (and, indirectly, Merger Sub), each of the Merger 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 Contingent Settlement Agreement contains various representations, warranties and other provisions, some of which are customary in similar kinds of agreements and others which have been included based on their importance to either one or more of the parties and the agreement by the other parties.

The foregoing description of the Contingent Settlement Agreement does not purport to be complete and is qualified in its entirety by the Contingent Settlement & Standstill Agreement itself, a copy of which is annexed as Exhibit 10.1 to the Current Report on Form 8-K filed by us on July 8, 2010.

At this time, there remains a high degree of uncertainty as to whether:

the Bixby Dispute will be resolved and the Merger Agreement terminated in accordance with the terms of the Contingent Settlement Agreement based on Bixby making the required payments thereunder;

At May 31, 2010, Bixby, our sole source of cash to fund operating expenses, owed us $293,325, and, as of such date, our total liabilities were $344,146, leaving us with a working capital deficit of $(50,818). Also as of such date, we had $3 in cash and cash equivalents. To the extent that the Bixby Dispute is resolved and the Merger Agreement terminated in accordance with the terms of the Contingent Settlement Agreement, we intend to satisfy all of our existing liabilities to non-affiliates, pay to the extent possible any amounts then owed to Mr. Membrado’s firm for legal services rendered, and enter into a debt forgiveness agreement with Ms. Lee in relation to the amounts we owe to her as of such time under each of the promissory notes she currently holds.

In the event that the Bixby Dispute is not resolved and the Merger Agreement is not terminated in accordance with the terms of the Contingent Settlement Agreement based on Bixby making the required payments thereunder, and unless Bixby determines to continue to fund our operating expenses in accordance with the terms of the Merger Agreement notwithstanding any non-resolution of the Bixby Dispute, our ability to continue to operate would be materially impaired, we could potentially be confronted with substantial legal expenses associated with pursuing our rights and remedies under the Merger Agreement, and we would become entirely dependent, almost immediately, on our ability to obtain loans and/or equity investments from shareholders or other investors to meet our operating expenses and other financial obligations. At this time, however, we do not have commitments for any such financing, and there can be no assurance that we would be able to obtain any such financing if necessary on terms that would be reasonably acceptable to us, or within a timeframe that would allow us to remain financially viable and continue to operate while we evaluated and pursued our going-forward options.

ITEM 1A. RISK FACTORS

An investment in the Company is highly speculative in nature and involves an extremely high degree of risk.

Risks Associated with Our Business and the Pending Merger

There is material uncertainty as to our ability to continue as a going concern.

Our financial statements for the period ended May 31, 2010, which are included in Item 8 of this Annual Report on Form 10-K, as well as the accompanying report of our independent registered public accounting firm on our financial statements, call into question our ability to operate as a going concern. This conclusion is based on our historic net losses and our continuing cash requirements going forward coupled with our lack of any existing operational revenue. Those factors, as well as material uncertainty in securing financing for continued operations, create an uncertainty regarding our ability to continue as a going concern. Although Bixby remains obligated under the terms of both the Merger Agreement and the Contingent Settlement Agreement to pay us amounts from time to time that effectively enable us to meet almost all of our material expenses as necessary, there remains a material likelihood given both Bixby’s unstable financial condition and the currently strained nature of our relationship with Bixby that this obligation will not be honored at some point in the future, either fully, timely, or at all, prior to our consummating a business combination with an operating company. Were this to occur, our ability to continue to operate would be materially impaired, and we would become entirely dependent, almost immediately, on our ability to obtain loans and/or equity investments from shareholders or other investors to meet our operating expenses and other financial obligations. At this time, however, we do not have commitments for any such financing, and there can be no assurance that we would be able to obtain any such financing if necessary on terms that would be reasonably acceptable to us, or within a timeframe that would allow us to remain financially viable and continue to operate.

If the Bixby Dispute is not resolved through a closing of the Contingent Settlement Agreement, our ability to meet our operating expenses going forward is highly uncertain.

As of the date hereof, there remains a high degree of uncertainty as to whether:

the Bixby Dispute will be resolved and the Merger Agreement terminated in accordance with the terms of the Contingent Settlement Agreement based on Bixby making the required payments thereunder;

In the event that the Bixby Dispute is not resolved and the Merger Agreement is not terminated in accordance with the terms of the Contingent Settlement Agreement based on Bixby making the required payments thereunder, and unless Bixby determines to continue to fund our operating expenses in accordance with the terms of the Merger Agreement notwithstanding any non-resolution of the Bixby Dispute, which seems unlikely given the circumstances, our ability to continue to operate would be materially impaired, we could potentially be confronted with substantial legal expenses associated with pursuing our rights and remedies under the Merger Agreement, and we would become entirely dependent, almost immediately, on our ability to obtain loans and/or equity investments from shareholders or other investors to meet our operating expenses and other financial obligations. At this time, however, we do not have commitments for any such financing, and there can be no assurance that we would be able to obtain any such financing if necessary on terms that would be reasonably acceptable to us, or within a timeframe that would allow us to remain financially viable and continue to operate while we evaluated and pursued our going-forward options.

Our business will have no revenues unless and until we merge with or acquire an operating business.

Since August 14, 2006 (inception), and as of May 31, 2010, we had incurred a net loss of $(51,318). Because we do not anticipate having any revenues until such time as we consummate a business combination with an operating company that has or eventually develops revenues, and will likely have to finance operating expenses until such time as we are able to consummate such a transaction through the contractual arrangement that we have (through the Merger Agreement) with Bixby whereby Bixby pays certain of our expenses (or other similar arrangements), proceeds obtained from shareholder loans, or sales of equity, we are likely to incur a net operating loss that will increase continuously until we are able to consummate such a transaction. There can be no assurance, however, that we will be able to consummate the Pending Merger or, alternatively, to identify a another suitable target in this regard and consummate a business combination, either eventually or at all.

Our business is difficult to evaluate because we have no operating history.

Because we are a development-stage company with no operating history or revenue and only minimal assets, meaningfully evaluating our prospects is uniquely challenging. Unless the Bixby Dispute is resolved through a closing of the Contingent Settlement Agreement, until such time as we consummate the Pending Merger, or alternatively are able to identify and consummate some other business combination with an operating company, if at all, and potentially even thereafter to the extent that we combine with another development-stage entity, prospective investors will not have the benefit of being able to assess future operating performance on the basis of historical operating performance.

If the Bixby Dispute is not resolved through a closing of the Contingent Settlement Agreement, there remains a strong likelihood that the Pending Merger will not be completed.

Among other conditions, consummation of the Pending Merger is subject to (i) the preparation and filing by us, and the causing to be declared effective by the SEC, of an S-4 registration/merger proxy statement, (ii) Bixby shareholder approval, and (iii) no more than 20% of Bixby dissenting shareholders exercising their rights of appraisal. Further, in accordance with its terms, the Merger Agreement may only be terminated by Bixby if (i) Bixby’s stockholders shall have failed to duly approve the Pending Merger and the Merger Agreement within a reasonable period following good faith compliance by Bixby with certain of its obligations, or (ii) we breach any representation, warranty, covenant or agreement on our part contained in the Merger Agreement which breach is not curable by us through our best efforts and for so long as we continues to exercise such best efforts. There can be no assurance that all of the closing conditions of the Pending Merger will be satisfied or that events will not occur that will give rise to a justified termination of the Merger Agreement on the part of Bixby prior to closing. In the event that some or all of the closing conditions are not satisfied, or that events occur that give rise to a justified termination of the Merger Agreement on the part of Bixby prior to closing, the Pending Merger may not be consummated.

If the Pending Merger is consummated, we may still be an early-stage company.

Although Bixby has had operations and revenues in the past, given a change in its business plan that has occurred over the past few years, Bixby remains an early-stage technology company insofar as (i) it is devoting substantially all of its efforts to establishing a new technology-based business, and (ii) its planned principal operations associated with such new technology-based business have not yet commenced. To the extent that the Pending Merger is consummated, it is likely to occur at a point at which Bixby’s status as an early-stage technology company shall not have changed. As such, we would likely, following consummation of the Pending Merger, become an early-stage technology company and be subject to all the attendant risks and uncertainties associated with early-stage technology companies, including without limitation:

Failures in system performance and reliability;

Inability to scale technology;

Unanticipated costs in getting systems commercialized;

Unanticipated costs in establishing potential markets;

High costs of ongoing research and development;

System obsolescence;

Business model non-feasibility;

Inability to establish potential markets;

Inability to adequately protect intellectual property;

Infringement on the intellectual property rights of others;

Intense market competition from other technologies;

Competition for employee talent; and

Inability to manage rapid growth.

If the Pending Merger is consummated, our business will be based on a technology with very limited testing, no independent verification, and no prior commercial history.

Although our management has been told that testing results of Bixby’s carbon conversion technology have indicated that, using bituminous coal, the system is capable of reliably yielding an output of high quality synthetic natural gas and semi-coke, to date, the Bixby technology has not been extensively tested or independently evaluated and assessed, and has had no prior commercial history. Further, the scalability of the technology has not been demonstrated to date and remains a theoretical matter. Although objectively independent testing and verification processes are expected to be performed in the near future, the technology may not ultimately meet reliability, efficiency, scalability, or other performance targets, and its production output may fall short of minimally acceptable qualitative standards given benchmark economic objectives. If the Pending Merger is consummated, and the Bixby carbon conversion technology system fails to consistently perform at levels that enable a cost-effective energy conversion process based on prevailing market coal prices, natural gas prices, and the value of the system’s solid carbon product output, or it fails to do so without undesirable environmental consequences, or it cannot be scaled below or beyond certain levels, or we are unable to effectively manage the implementation of the technology despite its performance capabilities, our business and operating results are likely to be seriously harmed.

If the Pending Merger is consummated, we will require substantial additional funding, and our failure to raise additional capital necessary to support and expand our operations could reduce our ability to compete and could harm our business.

At May 31, 2010, we had $3 in cash and cash equivalents. If the Pending Merger is consummated, we will likely need to raise substantial additional capital through equity and debt financing for continued technology research, development and commercialization, for any specific projects that we determine to develop, to support possible additional expansion of our existing operations, and for our general and administrative expenses from operations. We may also need to raise funds in order to respond to competitive pressures or acquire complementary products, services, businesses and/or technologies. We cannot provide any assurance that any such financing will be available to us in the future on acceptable terms or at all. If the Pending Merger is consummated, and if we cannot raise required funds on acceptable terms, we may not be able to, among other things:

insure the integrity of, and/or continue to develop, our technology;

commercially exploit our technology;

pursue existing or new plant development projects;

maintain our general and administrative expenses at required levels, including the hiring and training of personnel;

develop and expand our operations and business infrastructure; or

respond to competitive pressures or unanticipated capital requirements.

If the Pending Merger is consummated, it will expose us to risks inherent in a commodity business.

Bixby’s business plan is focused on the exploitation of a technology that produces certain carbon-based energy products including synthetic natural gas and, eventually, light, sweet, crude oil, both of which are subject to commodity pricing. While part of Bixby’s business model is expected to involve projects involving joint venture and licensing arrangements in relation to which Bixby will maintain no direct economic risk associated with the market price volatilities of natural gas (because the synthetic natural gas produced through operation of the system, or any value attributed thereto, will have been exclusively for the account of a party other than Bixby), a significant percentage of the projects pursued by Bixby are expected to involve arrangements in relation to which Bixby will maintain a direct economic risk associated with the market price volatilities of natural gas, and a much higher percentage of projects pursued by Bixby are expected to eventually involve arrangements in relation to which Bixby will maintain a direct economic risk associated with the market price volatilities of crude oil. Moreover, Bixby may pursue and become involved in projects in which its economic returns are tied more directly to the sale of other products that are generated from the products produced by its technology, such as electricity. To the extent that the Pending Merger is consummated, and although management believes that the technology holds the potential for enabling Bixby to become a low cost producer of its various energy products, in the final analysis, we will likely be subject to a significant degree to the vagaries of the energy markets which are ultimately characterized by commodity pricing. While this is true in relation to the natural gas and crude oil products, the prices of which can and do fluctuate regularly and significantly, it could be even more pronounced in relation to electrical energy, the price of which is particularly volatile and the relatively small producers of which (those with plants in the 50 MW or lower range) are often forced to limit operation of their plants exclusively to peak-load conditions when prices spike in order to maintain profitability.

If the Pending Merger is consummated, it will expose us to risks associated with the fact that our projects will be subject to an extensive and expensive governmental approval process which could delay the implementation of our business strategy.

Producing and selling gas, liquid fuels, and/or electricity are all highly regulated activities in many markets around the world. We believe that, to the extent that the Pending Merger is consummated, our projects will be supported by the governmental agencies in the areas where the projects will operate because coal-based technologies, particularly so-called “clean coal” technologies, tend to be viewed favorably by most governments in areas where there is an abundance of coal. However, in the U.S., as well as in other markets around the world, including many developing markets, the regulatory environment is often uncertain and can change quickly, often with contradictory regulations or policy guidelines being issued and generally at a high economic cost. In some cases, government officials have different interpretations of such regulations and policy guidelines and project approvals that are obtained by us could later be deemed to be inadequate. Furthermore, new policy guidelines or regulations could alter applicable requirements or require that additional levels of approval be obtained, in each case adding expense. If the Pending Merger is consummated and we are unable to effectively complete the government approval process in some or all of those jurisdictions in which we intend to operate, our business prospects and operating results will be adversely affected.

If the Pending Merger is consummated, efforts to patent critical technologies may not be successful.

New patent activity from other companies could affect and alter the ability to obtain and/or license what Bixby believes to be its own patentable intellectual property. Additionally, the possibility exists that Bixby’s efforts could infringe on the proprietary rights of third parties. Competitive patent activity is always a risk, and U.S. patent applications are unpublished for at least one year. If the Pending Merger is consummated, and although the Company will seek to protect its rights with respect to what it believes to be its intellectual property, there can be no assurance that such initiatives will be successful or that, in any event, such initiatives will not divert management’s attention away from operational matters and indirectly result in adverse consequences to the Company’s financial condition and results of operation.

If the Pending Merger is consummated, our business model and strategies may have to change from time to time in the pursuit of profitability.

If the Pending Merger is consummated, we will still be a company in an early stage of development. Despite the fact that our proposed business strategies in such event will incorporate our senior management’s then-current best analysis of potential markets, opportunities and difficulties that face us, no assurance can be given that the underlying assumptions upon which they base their decisions will accurately reflect current trends in our industry or our prospective customers’ reaction to our products and services, or that such products or services will be embraced, or even accepted, by the market. Our business model and strategies may and likely will change substantially from time to time as our senior management reassesses its opportunities from time to time and reallocates its resources, and any such model and/or strategies may be changed or abandoned at any point in the process. If the Pending Merger is consummated and we are unable to develop or implement any such model or strategies through our projects and our technology, we may never achieve profitability. And even if we do achieve profitability, we can predict neither its sustainability nor its level.

If the Pending Merger is consummated, our business model may be highly capital intensive.

Bixby’s definitive business model for the future is currently in the research and development stages and, as such, undetermined. If the Pending Merger is consummated, therefore, there can be no assurance as to what our business model will be. 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. Some contemplated business models in this regard, including those that involve any participation by Bixby in the development and/or re-development of electric power plants, are considerably more capital intensive than others. To the extent that the Pending Merger is consummated, then, there can be no assurance as to the degree of capital intensity of our business model. Although it may be possible to rely to a significant extent on debt financing over time, substantial debt financing is unlikely to be a realistic option in the near-term and a high degree of capital intensity could lead to the need to raise additional equity financing, thereby resulting in dilution to the interests of existing shareholders.

If the Pending Merger is consummated, we may become involved in building projects that are subject to rigorous environmental and/or related operational regulations, review and approval, and there can be no assurance that we will be able to obtain such approvals, satisfy applicable requirements, or maintain approvals once granted.

If the Pending Merger is consummated, we may become involved in building projects, including gas, liquid fuel, solid carbon, and/or power plants, which will be subject to stringent laws and regulations governing the discharge of materials into the environment, remediation of contaminated soil and groundwater or otherwise relating to environmental protection. Numerous governmental agencies, such as the U.S. Environmental Protection Agency in the United States, individual state environmental regulatory authorities, and many others in foreign jurisdictions throughout the world, issue regulations to implement and enforce such laws, which often require difficult and costly compliance measures that carry substantial potential administrative, civil and criminal penalties or may result in injunctive relief for failure to comply. These laws and regulations may require the commissioning of environmental impact and design assessment reports and/or public hearings before approval of a project can be obtained or the acquisition of various permits before construction and/or operations at a facility commence (including, for example, coal handling and storage permits, air quality permits, wastewater runoff permits and operating permits), they may restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with such activities, or limit or prohibit construction activities on certain lands lying within wilderness, wetlands, ecologically sensitive and/or other protected areas and they may impose substantial liabilities for pollution resulting from operations. While obtaining such approvals and permits can be a time and cost-consuming endeavor for any entity required to do so, the difficulty of the process is likely to be pronounced for the Company if the Pending Merger is consummated because Bixby’s technology is believed to be unique and not easily categorized for purposes of bureaucratic process and procedure. Although we expect to diligently seek to be in substantial compliance with current applicable environmental laws and regulations to the extent that the Pending Merger is consummated, there can be no assurance that we will not experience substantial delays and/or difficulties in pursuing building and related plant development projects due to environmental and/or related operational regulatory compliance or that we will not experience any material adverse effect due to compliance or non-compliance with existing environmental and/or related operational requirements in the future.

If the Pending Merger is consummated, we may incur substantial liabilities to comply with climate control legislation and regulatory initiatives.

Recent scientific studies have suggested that emissions of certain gases, commonly referred to as “greenhouse gases,” may be contributing to warming of the Earth’s atmosphere. Carbon dioxide, a byproduct of burning fossil fuels such as natural gas (including synthetic natural gas), is an example of a greenhouse gas. If the Pending Merger is consummated, and Bixby determines to become, on its own or with one or more partners, an independent or other producer of electrical power, any plants that it operates will likely release a significant amount of carbon dioxide (CO2). In response to the many studies that have been conducted, many countries, including the United States, are actively considering legislation that would impose significant economic disincentives for emitting CO2 and other greenhouse gases, and many states in the United States have already taken legal measures, to reduce such emissions. If the Pending Merger is consummated, new legislation or regulatory programs that restrict emissions of greenhouse gases – or otherwise impose costs on such emissions beyond a certain level – in areas in which we conduct or intend to conduct business could have a material adverse affect on our operations, costs and ability to operate our plants.

Our management has certain inherent conflicts of interest that may cause it to act adversely to the interests of our shareholders.

Michael M. Membrado, our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole director, is currently involved with other blank check companies that share an interest in identifying and pursuing possible business combinations with private operating companies. Although Mr. Membrado will at all times be bound by his fiduciary duties to shareholders and avoid situations on behalf of the Company wherein the same business opportunity is being pursued by the Company and any other blank check companies with which Mr. Membrado is affiliated, there can be no assurance that the existing and inherent conflict of interest created by Mr. Membrado’s positions in relation to the Company, on the one hand, and each of the other blank check companies with which he is involved, on the other, will not otherwise result in a loss of economic opportunity to our shareholders.

Conflicts of interest may arise in connection with Mr. Membrado’s role as legal counsel to the Company.

M.M. Membrado, PLLC, a corporate and securities law firm and an affiliate of Michael M. Membrado, our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and the record holder of 50% of our outstanding common stock, is currently acting as our legal counsel and has been doing so since inception. Because of a significant increase in the legal services needs of the Company during this period in time given the Pending Merger, however, and since May 7, 2008, the Company has been paying M.M. Membrado, PLLC for such services pursuant to a formal engagement, which, prior to May 7, 2008, had not been the case. Certain economic and other conflicts of interest are now inherent in Mr. Membrado’s concurrent roles as principal in M.M. Membrado, on the one hand, and President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and sole Director of the Company, on the other, which conflicts include but may not be limited to the following:

despite Mr. Membrado’s existing role as advocate and fiduciary of the Company through his role as legal counsel, it is in Mr. Membrado’s personal best economic interests to cause us to become obligated to, and to actually, pay to his firm as much as possible in the form of cash fees and/or other compensation;

the services of M.M. Membrado, PLLC, as legal counsel, and Mr. Membrado’s roles as President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer of the Company may, of practical necessity, overlap to some degree, thereby resulting in a lack of precise clarity as to whether Mr. Membrado is acting at any given time in his capacity as legal counsel, for which his firm is compensated, or as our officer, for which no compensation is currently being paid; and

Disputes may arise with M.M. Membrado, PLLC as to the extent and/or the quality of services performed by it, including without limitation any disputes as to fees actually owed and/or disputes regarding potential indemnification of us by M.M. Membrado, PLLC for civil damages and/or regulatory fines incurred by us as a result of or otherwise in connection with any proceeding in which our liability arises out of any errors, omissions or misconduct allegedly or actually committed by M.M. Membrado, PLLC in the performance of its services.

Although we believe that (i) the rates that we are currently paying for legal services to M. M. Membrado, PLLC are consistent with what we would pay for services from a comparable firm in an arms-length transaction, (ii) that Mr. Membrado can effectively manage any overlap in services in such a way so as to avoid any inappropriate charges to our account, and (iii) that the potential for any disputes with M.M. Membrado, PLLC is more than offset by the practical advantages we currently obtain in being able to have Mr. Membrado’s firm serve as legal counsel, there can be no assurance that the actual and potential conflicts of interest which currently exist will not directly or indirectly result in potentially adverse economic consequences to our shareholders at some time in the future.

Conflicts of interest may arise in the future in connection with our management’s potential participation as a service provider.

Greyline Capital Advisors, LLC, a corporate finance consulting firm and an affiliate of Michael M. Membrado, our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and one of our major stockholders, may act as financial consultant to the Company or an acquisition candidate in connection with a potential business combination transaction and may receive a fee for providing such services. There can be no assurance that the potential conflicts of interest that would exist under such circumstances in connection with either the negotiation of a services agreement with Greyline Capital Advisors, LLC, or in the execution of services thereunder, would not result in potentially adverse economic consequences to our shareholders.

There is intense competition for those private companies suitable for a merger transaction of the type we are pursuing.

We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with, and acquisitions of small private and public entities. A large number of established and well-financed entities, including other public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do. Consequently, we will be at a competitive disadvantage in being able to identify attractive business opportunities and successfully complete a business combination. These competitive factors may reduce the likelihood of our ultimately being able to successfully identify and consummate a business combination.

Future success is highly dependent on our ability to locate and attract a suitable business combination.

The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our plan of operation will depend to a great extent on the operations, financial condition and management of the identified business opportunity, including, if applicable, Bixby. While management intends to seek business combination(s) with entities having established operating histories to the extent that the Pending Merger is not consummated, we cannot assure you that we will be successful in locating candidates meeting that criterion. In the event we complete a business combination, including the Pending Merger, the success of our operations may be dependent upon management of the successor firm and numerous other factors beyond our reasonable control.

Other than the Pending Merger, we have no existing agreement for a business combination or other transaction.

Other than in connection with the Pending Merger, there is not currently in place any arrangement, agreement or understanding involving the Company with respect to engaging in a merger with, joint venture with, or acquisition of, a private or public entity. To the extent that the Pending Merger is not consummated, no assurances can be given that we will successfully identify and evaluate suitable alternative business opportunities or that, in any event, we will conclude a business combination. Management has not identified any particular industry or specific business within an industry for purposes of evaluation. We cannot guarantee that we will be able to negotiate and/or consummate a business combination, including the Pending Merger, on favorable terms, and there is consequently a risk that funds allocated to the purchase of our shares will not be invested in a company with active business operations.

Our management devotes only a limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable acquisition candidate.

While seeking a business combination, our management devotes a limited number of hours per week in total to the Company’s affairs. Our officers have not entered into a written employment agreement with us and are not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination, including the Pending Merger.

The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.

Target companies without previously prepared and/or audited financial statements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the company involved. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an otherwise potentially suitable acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain within a certain timeframe the required audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act remain applicable.

We may be subject to further government regulation which would adversely affect our operations.

Although we are subject to the reporting requirements under the Exchange Act, management does not believe that we are subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”) since we are not engaged in the business of investing or trading in securities. If we engage in business combinations which result in our holding passive investment interests in a number of entities, we could be subject to regulation under the Investment Company Act. If this were to occur, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. To date, we have obtained no formal determination from the SEC as to our status under the Investment Company Act and could, therefore, be determined at some later date to be an unregistered investment company, which could subject us to significantly heightened regulatory requirements that would likely, in the aggregate, have material adverse consequences on our business.

Any potential acquisition or merger with a foreign company may subject us to additional risks.

If we enter into a business combination with a foreign company, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders, and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency, and balance of payments positions, and in other respects.

We may be subject to certain tax consequences in our business, which may increase our cost of doing business.

If we are unable to consummate the Pending Merger, we may not be able to structure a business combination to which we become a party in such a way as to result in tax-free treatment for the parties involved, which could deter third parties from entering into certain business combinations with us or result in us or our shareholders being taxed on consideration received in such a transaction. Currently, a transaction may be structured so as to result in tax-free treatment to both companies, as prescribed by various federal and state tax provisions. Although we intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target entity, including the Pending Merger, there can be no assurance that the business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse effect on both parties to the transaction.

We have not conducted or otherwise obtained any market research regarding potential business opportunities, which may affect our ability to identify a business to merge with or acquire.

To date, we have neither conducted nor obtained from others results of market research concerning prospective business opportunities. Other than the Pending Merger, we have no assurances, as a result, that market demand exists for a merger or acquisition as contemplated by us. Also other than the Pending Merger, our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There can be no assurance that we will be able to complete a business combination on terms favorable to us, including the Pending Merger. Decisions as to which business opportunities we will pursue will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

Risks Associated with Our Common Stock

There is currently no trading market for our common stock, and liquidity of shares of our common stock is limited.

No sale of our shares of common stock have ever been registered under the Securities Act or the securities laws of any state or other jurisdiction, and accordingly there is no public trading market for our common stock. Further, no public trading market is expected to develop in the foreseeable future unless and until we complete a business combination with an operating business and, in connection therewith or thereafter, we file a registration statement under the Securities Act and take any other steps that may be required under applicable law, including the filing of a Form 211 with FINRA. Therefore, outstanding shares of our common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations.

The fact that GCA is a “shell company” within the meaning of certain regulations means that holders of our common stock are subject to certain restrictions on their ability to sell their shares pursuant to the resale exemptions from registration provided by Rule 144 (“Rule 144”) under, or Section 4(1) of, the Securities Act, and this further limits the liquidity of our common stock. Specifically, holders of shares of common stock of a “shell company” are only permitted to sell their shares of common stock under Rule 144, subject to certain restrictions, starting one year after (i) the completion of a business combination with a private company in a merger or other transaction after which the company would cease to be a “shell company” (as defined in Rule 12b-2 under the Exchange Act) and (ii) the disclosure of certain financial and information regarding the company in relation to which the business combination was consummated on a Current Report on Form 8-K within four business days thereafter.

There are issues impacting liquidity of our securities with respect to the SEC’s review of a future resale registration statement.

Since our shares of common stock issued prior to a business combination or reverse merger cannot currently, nor will they for a considerable period of time after we complete a business combination, be available to be offered, sold, pledged or otherwise transferred without being registered pursuant to the Securities Act, we will likely file a resale registration statement on Form S-1, or some other available form, to register for resale such shares of common stock. We cannot control this future registration process in all respects as some matters are outside our control. Even if we are successful in causing the effectiveness of the resale registration statement, there can be no assurances that the occurrence of subsequent events may not preclude our ability to maintain the effectiveness of the registration statement. Any of the foregoing items could have adverse effects on the liquidity of our shares of common stock.

In addition, the SEC has disclosed that it has developed internal guidelines concerning the use of a resale registration statement to register the securities issued to certain investors in so-called private investment in public equity (“PIPE”) transactions, where the issuer has a market capitalization of less than $75 million and, in general, does not qualify to file a registration statement on Form S-3 to register its securities if the issuer’s securities are listed on the Over-the-Counter Bulletin Board or on the Pink Sheets. The SEC has taken the position that these smaller issuers may not be able to rely on Rule 415 under the Securities Act (“Rule 415”), which generally permits the offer and sale of securities on a continued or delayed basis over a period of time, but instead would require that the issuer offer and sell such securities in a direct or “primary” public offering, at a fixed price, if the facts and circumstances are such that the SEC believes the investors seeking to have their shares registered are underwriters and/or affiliates of the issuer.

It appears that the SEC in most cases will permit a registration for resale of up to one third of the total number of shares of common stock then currently owned by persons who are not affiliates of such issuer and, in some cases, a larger percentage depending on the facts and circumstances. SEC staff members also have indicated that an issuer in most cases will have to wait until the later of six months after effectiveness of the first registration, or such time as substantially all securities registered in the first registration are sold, before filing a subsequent registration on behalf of the same investors. Since, following a merger or business combination, we may have few or no tradable shares of common stock outstanding, it is unclear as to how many, if any, shares of common stock the SEC will permit us to register for resale, though SEC staff members have at times indicated a willingness to consider a higher percentage in connection with registrations following mergers with shell companies such as would be the case with the Company. The SEC may require as a condition to the declaration of effectiveness of a resale registration statement that we reduce or “cut back” the number of shares of common stock to be registered in such registration statement. The result of the foregoing is that a stockholder’s liquidity in our common stock may be adversely affected in the event the SEC requires a cutback of the securities as a condition to allow the Company to rely on Rule 415 with respect to a resale registration statement, or, if the SEC requires us to file a primary registration statement.

We intend to issue more shares in a merger or acquisition, which will result in substantial dilution.

Our certificate of incorporation authorizes the issuance of a maximum of 100,000,000 shares of common stock and a maximum of 20,000,000 shares of preferred stock. Any merger or acquisition effected by us, including the Pending Merger, may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our board of directors currently has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a business combination, or otherwise, dilution to the interests of our then existing stockholders will occur and the rights of the holders of common stock may be materially and adversely affected.

Our stockholders may have a minority interest in the Company following a business combination.

As is the case with the Pending Merger, if we enter into a business combination with a company with a value in excess of the value of our Company, and issue shares of our common stock to the stockholders of such company as consideration for merging with us, our stockholders would likely own less than 50% of the Company after the business combination. The stockholders of the acquired company would therefore be able to control the election of our board of directors and effectively control our Company.

Because we are likely to complete a business combination through a so-called “reverse merger,” following such a transaction we may not be able to attract the attention of major brokerage firms.

Since our business plan contemplates a privately-held business combining with us to become public through a so-called “reverse merger,” securities analysts of major brokerage firms are unlikely to provide coverage of our Company because there will be no incentive for them to recommend the purchase of our common stock. For this reason, no assurance can be given that brokerage firms will want to conduct any secondary offerings on behalf of our post-merger company in the future.

Although we are a reporting company, our stock is not listed or traded on any securities exchange or quotation service and will be not for the indefinite future.

While our common stock is currently registered as a class and we are a reporting company under the Exchange Act, it will not be until our common stock is listed on a securities exchange or quotation service that our common stock will be publicly trading. Because it is highly unlikely for an active trading market to develop in any security without it first being listed on a securities exchange or quotation service, it is highly unlikely that an active trading market will ever develop for our common stock before it is listed on a securities exchange or quotation service, which cannot be assured. Failure to develop or maintain an active trading market will restrict liquidity and generally have a negative effect on the value of a security. We do not expect that a listing for our common stock on any securities exchange or quotation service will be pursued, or that a market will be made in our common stock, unless and until we consummate a business combination with a private operating company, including, as applicable, the Pending Merger.

We cannot assure you that our common stock will ever be listed on one of the national securities exchanges.

To the extent that we consummate a business combination, including the Pending Merger, we may seek the listing of our common stock on NASDAQ (Global or Capital Markets) or another stock exchange, either immediately or after some period of time. There can be no assurance, however, that we will be able to meet the initial listing standards of either of those or any other stock exchange at such time, or that we will be able to maintain a listing of our common stock on either of those or any other stock exchange. After completing a business combination, including as applicable the Pending Merger, until our common stock is listed on one of the national stock exchanges, for which there can be no assurance, we expect that our common stock would be eligible to trade on the OTC Bulletin Board (the “OTCBB”). The OTCBB, however, is not an exchange and, because obtaining accurate quotations as to the market value of a given security on the OTCBB is not always possible, and because trading of securities on the OTCBB is often more sporadic than the trading of securities listed on a national exchange (including NASDAQ Global or Capital Markets), sellers of securities traded on the OTCBB are likely to have more difficulty disposing of their securities than sellers of securities that are listed on a national exchange.

We cannot assure you that following a business combination with an operating business, our common stock will not be subject to the “penny stock” regulations, which would likely make it more difficult to sell.

To the extent that we consummate a business combination, including as applicable the Pending Merger, and our common stock becomes listed for trading on a quotation service, our common stock may constitute a “penny stock,” which generally is a stock trading under $5.00 and that is not registered on a national securities exchange (including NASDAQ). The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. This regulation generally has the result of reducing trading in such stocks, restricting the pool of potential investors for such stocks, and making it more difficult for investors that own shares of such stocks to sell them. Prior to a transaction in a penny stock, a broker-dealer is required to:

deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market;

provide the customer with current bid and offer quotations for the penny stock;

explain the compensation of the broker-dealer and its salesperson in the transaction;

provide monthly account statements showing the market value of each penny stock held in the customer’s account; and

make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.

These requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that is subject to the penny stock rules. To the extent that our common stock becomes subject to the penny stock rules, investors in our common stock may find it more difficult to sell their shares.

It is unlikely that research coverage in the aftermarket for our stock will be adequate to garner institutional investor support for the indefinite future.

Because most institutional investors will generally only invest in securities that are followed by one or more securities analysts from major securities brokerage firms, and the involvement of institutional investors is generally considered to be an important factor in achieving strong aftermarket support and trading volume for a given security in the public markets, obtaining research coverage from one or more securities analysts from major securities brokerage firms is, in turn, believed by many to be an important factor in achieving strong aftermarket support and trading volume for a given security in the public markets. Analyst coverage from major securities brokerage firms, however, is extremely unusual for companies that are not relatively large, have not completed an initial public offering (an “IPO”), are not candidates for a registered secondary offering, and/or are not listed on NASDAQ, AMEX or the New York Stock Exchange. To the extent that we consummate a business combination, including as applicable the Pending Merger, and our common stock becomes listed for trading on the OTCBB or another quotation service, and because we are unlikely to meet any of the other criteria, our common stock is unlikely to receive securities analyst research coverage from any major securities brokerage firms, and we cannot assure you that the lack of any such research coverage will not have an adverse affect at such time on the trading price of our common stock.

If you require dividend income, you should not rely on an investment in our common stock.

We have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested for the indefinite future into furthering the pursuit of our business objectives.

We may engage in a transaction to cause us to repurchase shares of our common stock from existing stockholders.

In order to provide an interest in the Company to a third party, we may choose to cause the Company to sell Company securities to one or more third parties, with the proceeds of such sale(s) being utilized by the Company to repurchase shares of common stock held by existing stockholders. As a result of such transaction(s), our management, stockholder(s) and board members may change.

Our board of directors has broad authorization to issue preferred stock .

Our certificate of incorporation authorizes the issuance of up to 20,000,000 shares of preferred stock with designations, rights and preferences determined from time to time by our board of directors. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which could adversely affect the voting power or other rights of the holders of our common stock. Under certain circumstances, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of the Company. Although we have no present intention of issuing any shares of preferred stock, except potentially in connection with the Pending Merger, there can be no assurance that we will not do so in the future.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

We neither rent nor own any property. We currently utilize the office space and equipment of M.M. Membrado, PLLC, a law firm the sole principal of which is Michael M. Membrado, our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and sole Director, on a month-to-month basis at no cost. Although there can be no assurance that such arrangement will continue indefinitely, we have no reason to believe at this time that any change in such arrangement that would require us to secure alternative office space is likely to occur in the foreseeable near-term. If we were to have to lease our own office space, the cost associated with doing so would likely be material to us, require additional capital resources, and have a material adverse effect on our liquidity and results of operations.

We currently have no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.

ITEM 3. LEGAL PROCEEDINGS.

Presently, there are not any material pending legal proceedings to which we are a party or as to which any of our property is subject.

Potential Litigation

At this time, there remains a high degree of uncertainty as to whether:

the Bixby Dispute will be resolved and the Merger Agreement terminated in accordance with the terms of the Contingent Settlement Agreement based on Bixby making the required payments thereunder;

To the extent that the Bixby Dispute is resolved and the Merger Agreement terminated in accordance with the terms of the Contingent Settlement Agreement, we intend to satisfy all of our existing liabilities to non-affiliates, pay to the extent possible any amounts then owed to Mr. Membrado’s firm for legal services rendered, and enter into a debt forgiveness agreement with Ms. Lee in relation to the amounts we owe to her as of such time under each of the promissory notes she currently holds.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There are no items requiring disclosure hereunder.

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a) Market Information

Our common stock is not currently trading publicly on any stock exchange or over-the-counter quotation service. We are not aware of any market activity in our common stock since the date of our organization through the date of this filing.

(b) Holders

As of August 30, 2010, there were two holders of record of a combined total of 5,000,000 shares of our common stock.

We have not paid any cash dividends to date and we do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of our management to utilize all available funds in our pursuit for an appropriate business combination.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

There are no items requiring disclosure hereunder.

ITEM 6. SELECTED FINANCIAL DATA.

As a “smaller reporting company”, as defined by Rule 10(f)(1) of Regulation S-K, the Company is not required to provide this information.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Recent Key Developments

At this time, there remains a high degree of uncertainty as to whether:

the Bixby Dispute will be resolved and the Merger Agreement terminated in accordance with the terms of the Contingent Settlement Agreement based on Bixby making the required payments thereunder;

We selected May 31 as our fiscal year end. We maintain our principal executive offices at 115 East 57th Street, 10th Floor, New York, NY 10022.

Our Business Generally

(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;

(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.

Form of Business Combination

The Pending Merger

In accordance with the terms of the Merger Agreement, and as a result of the Pending Merger to the extent that it is completed:

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

As soon as practicable following any 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 any closing of the Pending Merger, Bixby’s assets and operations will become the assets and operations of GCA.

Independent Bixby projects;

Strategic joint venture projects; and

Pure sale/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

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;

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;

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

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 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 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:

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

The Bixby Dispute

At this time, there remains a high degree of uncertainty as to whether:

the Bixby Dispute will be resolved and the Merger Agreement terminated in accordance with the terms of the Contingent Settlement Agreement based on Bixby making the required payments thereunder;

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. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months. It is not anticipated at present that it will experience any change in its current number of employees until such time as it may consummate a business combination, including as applicable the Pending Merger.

Comparison of Fiscal Periods Ended May 31, 2010 and May 31, 2009

Operational Expenses

Our total operating expenses have aggregated $808,466 for the cumulative period from August 14, 2006 (inception) through May 31, 2010. For the fiscal year ended May 31, 2010, our total operating expenses were $330,121, and netted out after expense coverage by Bixby in the amount of $(396,474) to $(66,353) (see discussion in Liquidity and Capital Resources below). In comparison, total operating expenses were $418,513 for the fiscal year ended May 31, 2009, and netted out after expense coverage by Bixby in the amount of $(337,527) to $80,986. While, in each of these years, these expenses constituted professional and related fees, and miscellaneous corporate expenses, the approximate 21% reduction year-over-year was attributable to a reduction in professional fees associated with the Pending Merger.

We have incurred a net loss of $(51,318) for the fiscal period from August 14, 2006 (inception) through May 31, 2010. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern.

Liquidity and Capital Resources

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 were dependent for some time 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.

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 an S-4 registration/merger proxy statement and all related federal and state securities law compliance associated with the Pending Merger. Although often long after becoming due and payable, Bixby had been fulfilling its economic obligations to us under the Merger Agreement up until April 2010.

Since the execution of the Merger Agreement and continuing through the first quarter of 2010, our focus had been predominantly on fulfilling our obligations under the Merger Agreement in pursuit of the Pending Merger, including the preparation, filing with the SEC, and amending as necessary and re-filing, of S-4 registration/merger proxy statement. During the first half of 2010, Bixby began to make known to us its desire to terminate the Merger Agreement and to abandon the Pending Merger. Within several days following delivery by us to Bixby in early April, 2010 of an invoice reflecting an amount then cumulatively owed by Bixby to us under the Merger Agreement, Bixby communicated to us its determination that it was repudiating the Merger Agreement and a dispute between us arose as a result (the “Bixby Dispute”). Discussions between Bixby and GCA surrounding the Bixby Dispute followed, including potential terms upon which it might have been able to be resolved, and on July 1, 2010, a certain Contingent Settlement & Standstill Agreement was entered into among us, Merger Sub, Bixby, Mr. Walker, and each of our two current shareholders, Michael Membrado, our 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 (the “Contingent Settlement Agreement”) could potentially effect a change in our control (and, indirectly, Merger Sub) as well as a termination of each of the Merger Agreement and the Voting Agreement.

As part of the Contingent Settlement Agreement, Bixby is 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 Contingent Settlement Agreement, a $50,000 payment was made by Bixby to GCA upon execution of the Contingent Settlement Agreement toward satisfaction of the then-preexisting $287,085 obligation for such professional fees. The balance of the preexisting obligation ($237,085) is required under the Contingent Settlement Agreement to be satisfied by August 30, 2010, and all professional fees incurred after July 1, 2010 are required to be paid by Bixby to GCA upon demand.

As of the date hereof, there remains a high degree of uncertainty as to whether:

the Bixby Dispute will be resolved and the Merger Agreement terminated in accordance with the terms of the Contingent Settlement Agreement based on Bixby making the required payments thereunder;

In the event that the Bixby Dispute is not resolved and the Merger Agreement is not terminated in accordance with the terms of the Contingent Settlement Agreement based on Bixby making the required payments thereunder, and unless Bixby determines to continue to fund our operating expenses in accordance with the terms of the Merger Agreement notwitstanding any non-resolution of the Bixby Dispute, our ability to continue to operate would be materially impaired, we could potentially be confronted with substantial legal expenses associated with pursuing our rights and remedies under the Merger Agreement, and we would become entirely dependent, almost immediately, on our ability to obtain loans and/or equity investments from shareholders or other investors to meet our operating expenses and other financial obligations. At this time, however, we do not have commitments for any such financing, and there can be no assurance that we would be able to obtain any such financing if necessary on terms that would be reasonably acceptable to us, or within a timeframe that would allow us to remain financially viable and continue to operate while we evaluated and pursued our going-forward options.

Although Bixby currently remains obligated under the terms of the Merger Agreement to pay us for what would effectively amount, if paid, to enough for us to meet almost all of our material expenses as necessary, there remains a material likelihood given both Bixby’s unstable financial condition and the currently strained nature of our relationship with Bixby that this obligation will not be honored at some point in the future, either fully, timely, or at all, prior to our consummating a business combination with an operating company. Were this to occur, our ability to continue to operate would be materially impaired, and we would become entirely dependent, almost immediately, on our ability to obtain loans and/or equity investments from shareholders or other investors to meet our operating expenses and other financial obligations. At this time, however, we do not have commitments for any such financing, and there can be no assurance that we would be able to obtain any such financing if necessary on terms that would be reasonably acceptable to us, or within a timeframe that would allow us to remain financially viable and continue to operate.

In contrast to our fiscal year-ending figures for 2010, at May 31, 2009, we had cash of $13,151 and a working capital deficit of $(115,646). At such date, our only assets consisted of $13,151 in cash and $104,000 in accounts receivable from Bixby. Without the accounts receivable from Bixby, our working capital deficit at May 31, 2009 would have been $(219,646).

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 May 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, of 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 the cumulative period dating back to inception, such expenses amounted to $808,466. For the year fiscal year ended May 31, 2010, these expenses amounted to $330,121, and for the year fiscal year ended May 31, 2009, these expenses amounted to $418,513. The approximate 21% reduction year-over-year was attributable to a reduction in professional fees associated with the Pending Merger.

Since August 14, 2006 (inception), interest expense has been exclusively comprised of notes payable to stockholders for working capital loans previously made. For this cumulative period, such expense amounted to $4,662. This is comprised of $3,137 in interest expense for the fiscal period from August 14, 2006 (inception) to May 31, 2009, including $1,525 for the fiscal year ended May 31, 2009, and an additional $1,525 in interest expense for the fiscal year ended May 31, 2010. The steadiness in interest expense year over year is due to a lack of change in outstanding principal.

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.

Recently Issued Accounting Pronouncements

In October 2009, the FASB issued guidance for amendments to FASB Emerging Issues Task Force on EITF Issue No. 09-1 “Accounting for Own-Share Lending Arrangements in Contemplation of a Convertible Debt Issuance or Other Financing” ( Subtopic 470-20 ) “Subtopic”. This accounting standards update establishes the accounting and reporting guidance for arrangements under which own-share lending arrangements issued in contemplation of convertible debt issuance. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2009. Earlier adoption is not permitted. Our management does not believe that this Statement will have any impact on our financial statements once adopted.

Significant Accounting 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.

Critical Accounting Policies

Income taxes are accounted for in accordance with SFAS No. 740, Accounting for Income Taxes. SFAS No. 740 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. 740 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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company”, as defined by Rule 10(f)(1) of Regulation S-K, the Company is not required to provide this information.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

		Page(s)

Financial Statements:

Report of Independent Registered Public Accounting Firm		F-1

Balance Sheets (Audited) as of May 31, 2010 and May 31, 2009		F-2

Statements of Operations (Audited) for the Year Ended May 31, 2010, for the Year Ended May 31, 2009, and for the Period from Inception (August 14, 2006) through May 31, 2010		F-3

Statement of Changes in Stockholders’ Deficit (Audited) for the Period from Inception (August 14, 2006) through May 31, 2010		F-4

Statements of Cash Flows (Audited) for the Year Ended May 31, 2010, for the Year Ended May 31, 2009, and for the Period from Inception (August 14, 2006) through May 31, 2010		F-5

Notes to Audited Financial Statements		F-6 to F-15

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

GCA I Acquisition Corp.

We have audited the accompanying consolidated balance sheets of GCA I Acquisition Corp. (A Development Stage Company) as of May 31, 2010 and 2009 and the related consolidated statements of operations, stockholders' deficit and cash flows for the years ended May 31, 2010 and 2009 and for the period from August 14, 2006 (Inception) to May 31, 2010. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of GCA I Acquisition Corp. (A Development Stage Company) as of May 31, 2010 and 2009 and the results of their operations and their cash flows for the years ended May 31, 2010 and 2009 and for the period from August 14, 2006 (Inception) to May 31, 2010, in conformity with U. S. generally accepted accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not generated revenue since inception on August 14, 2006 and has incurred net losses of $51,318 from inception through May 31, 2010. As a result, the current operations are not an adequate source of cash to fund future operations. These issues among others raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	/s/ Sherb & Co., LLP
	Sherb & Co., LLP

New York, New York

September 1, 2010

F-1

GCA I ACQUISITION CORP.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	May 31,
	2010			2009
ASSETS
Current assets:
Cash and cash equivalents	$	3		$	13,151
Other receivable, net of provision for doubtful accounts of $0 and $78,329 at May 31, 2010 and 2009, respectively		293,325			104,000
Total current assets	$	293,328		$	117,151

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued expenses	$	307,384		$	197,560
Notes payable to a stockholder, including accrued interest of $4,662 and $3,137 at May 31, 2010 and 2009, respectively		36,762			35,237
Total current liabilities		344,146			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 May 31, 2010 and 2009, respectively		500			500
Deficit accumulated during the development stage		(51,318	)		(116,146	)

Total stockholders' deficit		(50,818	)		(115,646	)

Total liabilities and stockholders' deficit	$	293,328		$	117,151

See accompanying notes to consolidated financial statements

F-2

GCA I ACQUISITION CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

							For the period from
	Year ending May 31,						August 14, 2006 (Inception)
	2010			2009			to May 31, 2010
Operating expenses:
Selling, general, and administrative expenses	$	330,121		$	418,513		$	808,466
Reimbursed expenses		(396,474	)		(337,527	)		(761,810	)
Selling, general, and administrative expenses, net		(66,353	)		80,986			46,656

Other expense:
Interest expense-related party		1,525			1,525			4,662

Net income (loss)	$	64,828		$	(82,511	)	$	(51,318	)

Basic and diluted income (loss) per common share	$	0.01		$	(0.02	)

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

See accompanying notes to consolidated financial statements

F-3

GCA I ACQUISITION CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

From August 14, 2006 (Inception) to May 31, 2010

					Accumulated Deficit
	Common Stock				During the
	Shares		Amount		Development Stage			Total

Opening balance, August 14, 2006 (Inception)		-	$	-	$	-		$	-
Issuance of common stock for cash		5,000,000		500		-			500
Net loss		-		-		(24,282	)		(24,282	)
Ending balance, May 31, 2007		5,000,000		500		(24,282	)		(23,782	)

Net loss		-		-		(9,353	)		(9,353	)
Ending balance, May 31, 2008		5,000,000		500		(33,635	)		(33,135	)

Net loss		-		-		(82,511	)		(82,511	)
Ending balance, May 31, 2009		5,000,000		500		(116,146	)		(115,646	)

Net income		-		-		64,828			64,828
Ending balance, May 31, 2010		5,000,000	$	500	$	(51,318	)	$	(50,818	)

See accompanying notes to consoldiated financial statements

F-4

GCA I ACQUISITION CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

							For the period from
	Year ending May 31,						August 14, 2006 (Inception)
	2010			2009			to May 31, 2010
Cash flows from operating activities:
Net income (loss)	$	64,828		$	(82,511	)	$	(51,318	)

Adjustments to reconcile net income (loss) to net cash used in operating activities:
Write off of other receivable		17,585			-			17,585
Changes in operating assets and liabilities:
Accrued interest on promissory notes		1,525			1,525			4,662
Decrease in other receivable		(206,910	)		(76,043	)		(310,910	)
Increase in accounts payable and accrued expenses		109,824			169,671			307,384

Net cash provided by (used in) operating activities		(13,148	)		12,642			(32,597	)

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		(13,148	)		12,642			3

Cash, beginning of period		13,151			509			-

Cash, end of period	$	3		$	13,151		$	3

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

See accompanying notes to consolidated financial statements

F-5

GCA I ACQUISITION CORP.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

May 31, 2010 and 2009

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

Organization and Description of Business

GCA I Acquisition Corp. (the “Company”, “we,” “us,” “our”), 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, 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 with an existing operating company. Until we are able to acquire or merge with an existing operating company, our sole business purpose is to accomplish this objective.

Recent Key Developments

At this time, there remains a high degree of uncertainty as to whether:

the Bixby Dispute will be resolved and the Merger Agreement terminated in accordance with the terms of the Contingent Settlement Agreement based on Bixby making the required payments thereunder;

F-6

Our Business Generally

Merger

In accordance with the terms of the Merger Agreement, and as a result of the Pending Merger to the extent that it is completed:

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

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

F-7

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

Independent Bixby projects;

Strategic joint venture projects; and

Pure sale/licensing projects.

F-8

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

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;

F-9

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;

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

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 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;

F-10

by Bixby:

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

Basis of Presentation and Consolidation

The accompanying consolidated financial statements present the results of operations of its wholly-owned subsidiary for the years ending May 31, 2010 and 2009. 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 May 31, 2010, the Company’s other receivable is primarily due from an acquisition target, which is located in the United States. At May 31, 2009, the Company's other receivable is entirely due from an acquisition target, which is located in the United States.

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 May 31, 2010 and 2009, the Company determined that a provision of $0 and $78,329, respectively, was appropriate.

F-11

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

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 May 31, 2010.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses at May 31, 2010 consisted primarily of accrued professional fees.

Related Party Transactions

At May 31, 2010, the Company owed $134,652 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.

F-12

At May 31, 2010, 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 $4,662 at May 31, 2010.

Recent Issued Accounting Pronouncements

In October 2009, the FASB issued guidance for amendments to FASB Emerging Issues Task Force on EITF Issue No. 09-1 “Accounting for Own-Share Lending Arrangements in Contemplation of a Convertible Debt Issuance or Other Financing” (Subtopic 470-20 ) “Subtopic”. This accounting standards update establishes the accounting and reporting guidance for arrangements under which own-share lending arrangements issued in contemplation of convertible debt issuance. This Statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2009. Earlier adoption is not permitted. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

Management does not believe any other recently issued, but not yet effective, accounting standards, if currently adopted, could have a material effect on the accompanying financial statements.

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 - Income Tax

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company uses the accrual basis for preparing their financials, and the cash basis for preparing their tax returns. At May 31, 2010, the Company has no net operating losses for federal income tax purposes. Significant components of the net deferred taxes, at May 31, 2010 and 2009 are as follows:

	2010			2009
Capitalized startup costs:	$	20,500		$	46,500
Less valuation allowance:		(20,500	)		(46,500	)
Total net deferred tax assets:	$	-		$	-

SFAS No. 109 requires a valuation allowance to reduce the deferred tax assets reported, if any, based on the weight of the evidence, if it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management has determined that a valuation allowance of $20,500 and $46,500 at May 31, 2010 and 2009, respectively, is necessary to reduce the deferred tax assets to the amount that will more likely than not be realized.

F-13

The federal statutory tax rate reconciled to the effective tax rate during 2010 and 2009 is as follows:

	2010			2009
Tax at U.S. statutory rate		35.0	%		35.0	%
State tax rate, net of federal benefits		4.9			4.9
Change in valuation allowance		(39.9	)		(39.9	)
Effective tax rate		0.0	%		0.0	%

Note 5 - Subsequent Events

F-14

At this time, there remains a high degree of uncertainty as to whether:

the Bixby Dispute will be resolved and the Merger Agreement terminated in accordance with the terms of the Contingent Settlement Agreement based on Bixby making the required payments thereunder;

At May 31, 2010, Bixby, our sole source of cash to fund operating expenses, owed us $310,910, and, as of such date, our total liabilities were $344,146, leaving us with a working capital deficit of $(33,233). Also as of such date, we had $-0- in cash and cash equivalents.

F-15

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There are not currently and have not been any disagreements between us and our accountants on any matter of accounting principles, practices or financial statement disclosure.

ITEM 9A. CONTROLS AND PROCEDURES.

Not applicable.

ITEM 9A(T). CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As of May 31, 2010, 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 May 31, 2010, 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 year ended May 31, 2010, 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.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). Our internal control system was designed to provide reasonable assurance to our management and the Board of Directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Our management assessed the effectiveness of our internal control over financial reporting as of May 31, 2010. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework - Guidance for Smaller Public Companies (the COSO criteria). Based on our assessment we believe that, as of May 31, 2010, our internal control over financial reporting is effective based on those criteria.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

ITEM 9B. OTHER INFORMATION.

There are no items requiring disclosure hereunder.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

(a) Identification of Directors and Executive Officers. The following table sets forth certain information regarding the Company’s directors and executive officers for the fiscal year ended May 31, 2010:

Name		Age		Position		Term
Michael M. Membrado		48		President, CEO, CFO, Secretary, Treasurer, Director		August 14, 2006 through Present

Michael M. Membrado, President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director. Mr. Membrado has served as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of the Company since its inception. Mr. Membrado is currently a practicing attorney in the law firm of M.M. Membrado, PLLC, a boutique firm in New York that focuses exclusively on corporate finance, securities, M&A and related transactional matters for small to mid-size private and public companies. He has been a principal in this firm, as well as a predecessor firm, Membrado & Montell, LLP, since 2000. Prior to that, he was the corporate finance, securities and M&A partner in the New York law firm now known as Tarter, Krinsky & Drogin, LLP. In addition to serving as principal in M.M. Membrado, PLLC, Mr. Membrado is also currently the Managing Director and sole principal of Greyline Capital Advisors, LLC, a corporate finance consulting firm. Additionally, Mr. Membrado serves as President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and director of GCA II Acquisition Corp., which is a blank check SEC reporting shell company.

The term of office of our directors expires at our annual meeting of stockholders or at the point at which their successors are duly qualified and elected.

(b) Significant Employees

There are no persons other than our executive officers who are expected by us to make a significant contribution to our business.

There are no family relationships of any kind among our directors, executive officers, or persons nominated or chosen by us to become directors or executive officers.

(d) Involvement in Certain Legal Proceedings

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past five years.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended May 31, 2010 and written representations that no other reports were required, the Company believes that no person who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal year.

Code of Ethics

As of May 31, 2008, we adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, which Code of Business Conduct and Ethics is filed as Exhibit 14.1 with our Annual Report on Form 10-K for the fiscal year ended May 31, 2008.

Nominating Committee

We have not adopted any procedures by which our securityholders may recommend nominees to our board of directors.

Audit Committee

Our board of directors acts as our audit committee. We do not have a qualified financial expert at this time because we have insufficient financial resources to hire such an individual. Although there can be no assurance, it is expected that, at or following the time of a business combination with an operating company, including as applicable the Pending Merger, we will be able to identify and retain a qualified financial expert to serve in this capacity.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the total compensation awarded to, earned or paid by the Company, for each of the last two fiscal years, to its President/Chief Executive Officer and all other executive officers who earned annual compensation exceeding $100,000 for services rendered during the fiscal year ended May 31, 2010.

Name and Position	Year	Total Compensation
Michael M. Membrado, President, CEO, CFO, Secretary, Treasurer, Director	2010	$	135,265.45	*
	2009	$	250,856.45	*

* Mr. Membrado does not receive any salary, bonus or other benefits for his services. Pursuant to a formal engagement, however, M.M. Membrado, PLLC, a law firm beneficially owned exclusively by Mr. Membrado, provides legal services to us for which we are obligated to pay at rates up to $400/hr. 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. Services performed by M.M. Membrado, PLLC for us that fall within these parameters are invoiced by M.M. Membrado, PLLC to us. The figures set forth under Total Compensation represent legal fees that were invoiced to us for services rendered as of May 31, 2010 and May 31, 2009, respectively, by M.M. Membrado PLLC. During Fiscal Years 2010 and 2009, and of such invoiced amounts, we paid a total of $82,562.95 and $175,889.50 to M.M. Membrado, PLLC, respectively. As of August 27, 2010, we had been invoiced for an additional $6,672.50 by M.M. Membrado, PLLC, and been paid an additional $15,000 during Fiscal Year 2011.

Employment Agreements

The Company is not currently a party to any employment agreements.

Director Compensation

We do not currently pay any fees or expenses to our directors in relation to their attendance at board meetings or otherwise.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Equity Compensation Plan Information

The following tables set forth certain information as of August 27, 2010 with respect to compensation plans (including individual compensation arrangements) under which equity securities of the registrant are authorized for issuance.

Plan Category

Number of securities

to be issued upon

exercise of

outstanding options,

warrants and rights

(a)

Weighted-

average exercise

price of

outstanding

options, warrants

and rights

(b)

Number of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected in

column (a))

(c)

Equity compensation plans approved by security holders

-0-

N/A

-0-

Equity compensation plans not approved by security holders

-0-

N/A

-0-

Total

-0-

N/A

-0-

Security Ownership of Certain Beneficial Owners and Management

The following tables set forth certain information as of August 27, 2010 regarding (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of common stock, (ii) each director, nominee and executive officer of the Company and (iii) all officers and directors as a group.

Name and Address	Amount and Nature of Beneficial Ownership		Percentage of Class

Michael M. Membrado (1) 115 East 57th Street, 10th Floor New York, NY 10022		2,500,000		50	%

Jennifer L. Lee 329 East 12th Street, #17 New York, NY 10003		2,500,000		50	%

All Officers and Directors as a group (one individual)		2,500,000		50	%

(1) Mr. Membrado is our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole Director.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Related Party Transactions

Except as otherwise indicated herein, there have been no related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 and 407(a) of Regulation S-K.

Loans from Stockholders

As of May 31, 2010, Jennifer Lee, one of our major stockholders, had loaned to us a total of $32,100 in principal pursuant to seven unsecured promissory notes as follows:

Date of Note	Due Date	Interest Rate	Unpaid Balance		Collateral

09-25-06	(*)	4.75APR	$	4,700	None
10-20-06	(*)	4.75APR	$	4,686	None
12-18-06	(*)	4.75APR	$	2,910	None
04-30-07	(*)	4.75APR	$	5,159	None
06-29-07	(*)	4.75APR	$	4,110	None
08-15-07	(*)	4.75APR	$	6,229	None
11-13-07	(*)	4.75APR	$	8,968	None

(*) On or before the first day that we receive gross proceeds from any one or more equity investments in the aggregate amount of at least $250,000.

The interest rate at which such loans have been made are not believed to exceed rates that would otherwise be available to us. The promissory notes reflecting these loan obligations carry no rights of conversion.

Legal Representation

M.M. Membrado, PLLC, a corporate and securities law firm and an affiliate of Michael M. Membrado, our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and the record holder of 50% of our outstanding Common Stock, is currently acting as our legal counsel and has been doing so since inception. Because of a significant increase in the legal services needs of the Company at this point in time given the Pending Merger, however, and since May 7, 2008, the Company has been paying M.M. Membrado, PLLC on an hourly basis at rates up to $400/hr. for such services pursuant to a formal engagement, which, prior to May 7, 2008, had not been the case. As of May 31, 2010, M.M. Membrado had accrued a total of $393,318 in legal fees pursuant to this engagement (since May 7, 2008), $134,652 of which was outstanding and unpaid as of May 31, 2010.

Certain economic and other conflicts of interest are now inherent in Mr. Membrado’s concurrent roles as principal in M.M. Membrado, on the one hand, and President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and sole Director of the Company, on the other, which conflicts include but may not be limited to the following:

Office Space

We utilize the office space and equipment of M.M. Membrado, PLLC, a law firm in which Michael M. Membrado, our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and sole director, is the principal, at no cost on a month-to-month basis. While the value of the arrangement may be material to us, the cost associated with securing satisfactory alternative arrangements could be substantially less and potentially immaterial.

Director Independence

We are not currently subject to the listing requirements of any national securities exchange. The listing standards of the national securities exchanges require that a company’s board of directors consist of a majority of directors who are independent as defined by the Sarbanes-Oxley Act of 2002 and as defined by applicable listing standards, and that the audit committee of the board of directors must consist of at least two members, both of whom are independent. Similarly, the compensation and nominating committees of company boards of directors must also consist of independent directors. As of August 27, 2009, Michael M. Membrado was our sole director. Given Mr. Membrado’s executive positions with the Company, he does not qualify as “independent”. While we expect in the future to identify qualified and willing individuals to serve as additional independent directors, initiatives aimed at this objective have not yet begun, and there can be no assurance that we will be able to appoint an additional director who will satisfy applicable independence requirements. For so long as we remain unable to appoint an additional independent director to our board, we will be unqualified to list any of our capital stock on a national securities exchange.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Sherb & Co., LLP served as the Company’s independent registered public accounting firm from August 14, 2006 (inception) through May 31, 2010.

	FY 2010		FY 2009
Audit fees	$	13,500	$	18,000
Audit-related fees	$	—	$	—
Tax fees	$	—	$	—
All other fees	$	2500	$	2500
All other fees, including tax consultation and preparation	$	—	$	—

All audit fees are approved by our board of directors. Sherb & Co., LLP did not provide any non-auditing services to us.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Documents filed as part of this report.

1. Consolidated Financial Statements

The consolidated financial statements of GCA I Acquisition Corp. and the report of independent registered public accounting firm thereon are set forth under Part II, Item 8 of this report.

Balance Sheets (Audited) as of May 31, 2010 and May 31, 2009

Statements of Operations (Audited) for the Year Ended May 31, 2010, for the Year Ended May 31, 2009, and for the Period from Inception (August 14, 2006) through May 31, 2010

Statement of Changes in Stockholders’ Deficit (Audited) for the Period from Inception (August 14, 2006) through May 31, 2010

Statements of Cash Flows (Audited) for the Year Ended May 31, 2010, for the Year Ended May 31, 2009, and for the Period from Inception (August 14, 2006) through May 31, 2010

Notes to Audited Financial Statements

2. Exhibits.

The following exhibits are filed with this report or, as may be indicated, incorporated by reference herein.

Exhibit No.		Description

3.1		Certificate of Incorporation, as filed with the Delaware Secretary of State on August 14, 2006 [filed with the SEC as an exhibit to the Company’s registration statement on Form 10-SB on January 30, 2007, and incorporated herein by this reference].

3.2		By-Laws [filed with the SEC as an exhibit to the Company’s registration statement on Form 10-SB on January 30, 2007, and incorporated herein by this reference].

14.1		Code of Business Conduct and Ethics [filed with the SEC as an exhibit to the Company’s annual report on Form 10-K on August 29, 2008, and incorporated herein by this reference].

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 annual report on Form 10-K for the year ended May 31, 2010.

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 annual report on Form 10-K for the year ended May 31, 2010.

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.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: September 14, 2010	GCA I ACQUISITION CORP.

	By:	/s/ Michael M. Membrado
		Michael M. Membrado Chief Executive Officer (principal executive officer), Chief Financial Officer (principal financial officer), Treasurer (principal accounting officer), and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Michael M. Membrado	Chief Executive Officer	September 14, 2010
	(principal executive officer), Chief Financial Officer (principal financial officer), Treasurer (principal accounting officer), and Director

GCA I ACQUISITION CORP 10-K