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·

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.

 

 

·

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.

 

·

Independent Bixby projects;

·

Strategic joint venture projects; and

·

Pure licensing projects.

·

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

 

·

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.

 

·

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;

 

·

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; and

 

·

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

 

 

·

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

 

·

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

 

·

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

 

·

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

 

·

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 (which it has not);

 

·

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.

 

·

Develop a master plan for financing the project;

·

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

·

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

·

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

·

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

·

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

						Cumulative Period From
		Six Months Ended				August 14, 2006 (Inception) to
		November 30, 2009				November 30, 2009
Net cash (used in) operating activities		$	(12,496	)		$	(31,945	)
Net cash provided by financing activities		$	0			$	32,600
Net increase (decrease) in cash and cash equivalents		$	(12,496	)		$	655

Due to the fact that we have had no operations to date from which we derive any revenues, prior to May 7, 2008 and extending back to August 14, 2006 (inception), we had been dependent on loans from existing stockholders’ to fund our working capital needs.  Prior to May 7, 2008, we had borrowed a total of $32,100 from a single shareholder. Although, to date, we have generated no revenues at all from operations, and we do not expect to generate any revenues from operations absent a merger or other combination with an operating company, as part of the Pending Merger and pursuant to the terms of the Merger Agreement, Bixby agreed to pay, from and after May 7, 2008, our reasonable legal, accounting, independent auditing, and EDGARization/printing service fees and expenses in connection with (a) the preparation and filing of any and all required reports to be filed under the Exchange Act from and after May 7, 2008 through the earlier of (i) four business days following the consummation of the Pending Merger, or (ii) the time at which the Merger Agreement shall have been terminated, if at all, in accordance with its terms, and (b) the Pending Merger and the preparation, filing and dissemination of the S-4 Registration/Merger Proxy Statement and all related federal and state securities law compliance associated with the Pending Merger.  Given that these expenses are the only material expenses that we reasonably expect to incur until such time as the Pending Merger is consummated, and assuming this obligation is consistently honored by Bixby, we believe that that the overwhelming majority of our working capital needs will be met through this arrangement until the Pending Merger is consummated, to the extent that this at some point occurs.  If the Merger Agreement is terminated for any reason, or Bixby fails to honor the obligation under the terms of the Merger Agreement either on a timely basis or at all, and, in any event, if there is a deficiency in our working capital needs beyond those amounts which Bixby is obligated to pay, it is management’s belief that it will become necessary to fund our working capital needs once again through loans from stockholders, or possibly from the sale of equity or debt securities to unrelated parties.  Because there is no commitment regarding any such financing in the event of such a contingency, there can be no assurance that such financing will be available to us at or about the time it may be required, either on terms favorable to us or at all.  And although, as of the date hereof, our management has been told by Bixby management that Bixby expects to be able to meet its obligations to us in the near-term, Bixby was delinquent in meeting its obligations to us from approximately January of 2009 until recently.  At November 30, 2009, Bixby owed us $180,311.  There can be no assurance of its ability to meet its obligations to us in accordance with the terms of the Merger Agreement.  If Bixby fails to pay our expenses in accordance with the Merger Agreement, it is unlikely that we will be able to meet our financial obligations.

 

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At November 30, 2009, we had cash of $655 and a working capital deficit of $(221,793).  This compares to cash of $13,151 and a working capital deficit of $(115,646) at May 31, 2009.  At November 30, 2009, our only assets consisted of $655 in cash and $236 in accounts receivable from Bixby.  Without the accounts receivable from Bixby, our working capital deficit at August 31, 2009 would have been $(222,029).

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 November 30, 2009.  It is highly unlikely the Company will have any revenues from operations unless it is able to effect an acquisition, or merger with an operating company, a result for which there can be no assurance.  In this regard, any revenue we derive from Bixby’s obligation to pay certain of our operating expenses as described under Liquidity and Capital Resources above is not considered revenue from operations.

Since August 14, 2006 (inception), selling, general and administrative expenses have been primarily comprised of professional and related fees associated with the Company registering to become publicly-traded, maintaining its internal controls and reporting obligations under the Exchange Act, and pursuing the Pending Merger.  For the six month period ending November 30, 2009, such net expenses (after reimbursement from Bixby of $78,337) amounted to $105,385.  For the three month period ending November 30, 2009, such net expenses (after reimbursement from Bixby of $46,390) amounted to $103,321.  This compares to $134 in such net expenses (after reimbursement from Bixby of $63,299) for the three month period ended November 30, 2008.

Since August 14, 2006 (inception), interest expense has been exclusively comprised of notes payable to stockholders for working capital loans previously made.  For the six month period ending November 30, 2009, such expense amounted to $762.  For the three month period ending November 30, 2009, interest expense was $381, and it was the same amount for the comparable period during 2008.

Off-Balance Sheet Arrangements

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

Contractual Obligations

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

 

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Recently Issued Accounting Pronouncements

 

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

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 the provisions of FASB ASC-740-Income Taxes.  ASC-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, ASC-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.