GCA I ACQUISITION CORP - FORM 10-Q

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EX-31.2 - GCA I ACQUISITION CORP	v208418_ex31-2.htm
EX-32.1 - GCA I ACQUISITION CORP	v208418_ex32-1.htm
EX-31.1 - GCA I ACQUISITION CORP	v208418_ex31-1.htm
EX-32.2 - GCA I ACQUISITION CORP	v208418_ex32-2.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2010

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

SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 000-52431

GCA I ACQUISITION CORP.

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

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

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

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

No Change

(Former name, former address and former

fiscal year, if changed since last report)

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

x Yes ¨ No

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

Large accelerated filer ¨		Accelerated filer ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

x Yes ¨ No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 5,000,000 shares of Common Stock, par value $.0001 per share, outstanding as of January 19, 2011.

GCA I ACQUISITION CORP.

QUARTERLY REPORT ON FORM 10-Q

FOR FISCAL QUARTER ENDED NOVEMBER 30, 2010

- INDEX -

	Page
PART I - FINANCIAL INFORMATION:

Item 1. Financial Statements:	1

Balance Sheets – November 30, 2010 (unaudited) and May 31, 2010	F-1

Statement of Operations (unaudited) for the six month period ending November 30, 2010, for the six month period ending November 30, 2009, for the three month period ending November 30, 2010, for the three month period ending November 30, 2009, and for the cumulative period during the development stage from August 14, 2006 (inception) to November 30, 2010	F-2

Statement of Cash Flows (unaudited) for the six month period ending November 30, 2010, for the six month period ending November 30, 2009, and for the cumulative period during the development stage from August 14, 2006 (inception) to November 30, 2010	F-3

Notes to Unaudited Financial Statements	F-4

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk	14

Item 4. Controls and Procedures	14

PART II - OTHER INFORMATION:	15

Item 1. Legal Proceedings	15

Item 1A. Risk Factors	15

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	15

Item 3. Defaults Upon Senior Securities	15

Item 4. Submission of Matters to a Vote of Security Holders	15

Item 5. Other Information	15

Item 6. Exhibits	15

Signatures	17

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

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

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

The results for the period ended November 30, 2010 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission for the period ended May 31, 2010.

GCA I ACQUISITION CORP.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	November 30, 2010			May 31, 2010
	(Unaudited)			(1)
ASSETS
Current assets:
Cash and cash equivalents	$	9,234		$	3
Other receivable, net of allowance for doubtful accounts of $28,358 and $0at November 30, 2010 and May 31, 2010, respectively		-			293,325
Total current assets	$	9,234		$	293,328

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable and accrued expenses	$	46,068		$	307,384
Notes payable to a stockholder, including accrued interest of $5,424 and $4,662 at November 30, 2010 and May 31, 2010, respectively		37,524			36,762
Total current liabilities		83,592			344,146

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 November 30, and May 31, 2010, respectively		500			500
Additional paid-in capital		2,500			-
Deficit accumulated during the development stage		(77,358	)		(51,318	)

Total stockholders' deficit		(74,358	)		(50,818	)

Total liabilities and stockholders' deficit	$	9,234		$	293,328

(1) Derived from audited financial statements

See accompanying notes to unaudited consolidated financial statements

F-1

GCA I ACQUISITION CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the six month						For the three month						For the period from
	period ending November 30,						period ending November 30,						August 14, 2006 (Inception)
	2010			2009			2010			2009			to November 30, 2010
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Operating expenses:
Selling, general, and administrative expenses	$	19,273		$	183,722		$	5,656		$	149,711		$	827,739
Reimbursed expenses, net		6,005			(78,337	)		30,405			(46,390	)		(755,805	)
Selling, general, and administrative expenses, net		25,278			105,385			36,061			103,321			71,934

Other expense:
Interest expense-related party		762			762			381			381			5,424

Net loss	$	(26,040	)	$	(106,147	)	$	(36,442	)	$	(103,702	)	$	(77,358	)

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

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

See accompanying notes to unaudited consolidated financial statements

F-2

GCA I ACQUISITION CORP.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the six month period						For the period from
	ending November 30,						August 14, 2006 (Inception)
	2010			2009			to November 30, 2010
	(Unaudited)			(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(26,040	)	$	(103,702	)	$	(77,358	)

Adjustments to reconcile net loss to net cash used in operating activities:
Write off of other receivable		-			-			17,585
Changes in operating assets and liabilities:
Accrued interest on promissory notes		762			762			5,424
Decrease (increase) in other receivable		293,325			103,764			(17,585	)
Increase (decrease) in accounts payable and accrued expenses		(261,316	)		(10,875	)		46,068

Net cash provided by (used in) operating activities		6,731			(10,051	)		(25,866	)

Cash flows from financing activities:
Contribution from shareholder		2,500			-			2,500
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		2,500			-			35,100

Net increase (decrease) in cash		9,231			(10,051	)		9,234

Cash, beginning of period		3			13,151			-

Cash, end of period	$	9,234		$	3,100		$	9,234

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

See accompanying notes to unaudited consolidated financial statements

F-3

GCA I ACQUISITION CORP.

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 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 ASC 915-10, 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.

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

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 could potentially be sold to and become wholly-owned by Bixby, and the Merger Agreement would potentially be terminated, both on or before September 15, 2010, in the event that certain payments were 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”). Although certain payments were made by Bixby under the Contingent Settlement Agreement, the time within which Bixby had been given under such agreement to satisfy certain payment obligations expired without such payments having been made, and, as such, no sale or other conveyance of GCA common stock was effectuated, or will be effectuated, pursuant thereto, and there is no longer a settlement agreement of any kind in place as between Bixby and GCA or otherwise in connection with the Bixby Dispute.

F-4

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

the Bixby Dispute will be resolved in the near-term and whether any such resolution might involve resumption of the Pending Merger 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 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.

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 is necessary for us to continue such pursuit, and Bixby’s continued unwillingness to cooperate with us more generally in continuing to work towards a closing. We continue as required under the terms of the Merger Agreement, however, and for the time being, to remain current in our reporting obligations under the Exchange Act.

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:

F-5

(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.

F-6

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

F-7

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 gasification 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 commercial scalability, a second-stage liquefaction technology system capable of converting the AC into 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.

Based on information received by us from Bixby representatives, Bixby is currently in the process of delivering and installing 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, was shipped to China and, as of the date hereof, is being held temporarily in storage pending acceptance of delivery by the customer, a state-owned central heating facility located in Xilinhot, Inner Mongolia, China, and installation. 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 originated through a joint venture partner with which Bixby established a relationship over the past approximately 23 months for purposes of marketing its technology throughout China. Since commencing production on this unit, and also based on information received by us from Bixby representatives, 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. The second test unit is currently being readied for shipment to a customer in Changzhi, Shanxi, China. 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, potentially, as each of SNG, coke, and AC.

Although not currently a component of the carbon conversion systems that it recently began marketing, Bixby, according to information received by us from its representatives, is in the process of scaling up a liquefaction technology that it has developed which is expected to be made available as a back-end add-on assembly to the mainframe carbon conversion system. Once fully commercialized, this technology will enable users of the gasification system to convert the coke that the system produces to a light sweet crude liquid synfuel at a market-competitive cost. Although there can be no assurance, we have been told that Bixby management believes that this technology will be ready for market within the next several years.

F-8

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;

F-9

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 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 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;

F-10

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.

Going Concern

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

The Company has not generated revenue since its inception on August 14, 2006 and has incurred net losses of $77,358 since inception. As a result, its current operations are an inadequate source of cash to fund future operations. The report of the Company’s independent registered public accounting firm in relation to the Company’s financial statements for the year ended May 31, 2010 contains an explanatory paragraph regarding the Company’s ability to continue as a going concern based upon its net losses and cash used in operations. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities when they become due and to generate profitable operations in the future. The Company plans to continue to provide for its capital requirements through the sale of equity securities and debt, however, it has no firm commitments from any third party to provide this financing and it cannot provide any assurance that it will be successful in raising working capital as needed. There are no assurances that it will have sufficient funds to execute its business plan, pay its obligations as they become due or generate positive operating results.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements present the results of operations of its wholly-owned subsidiary for the three and six month periods ending November 30, 2010 and 2009. All material inter-company accounts and transactions between the Company and its subsidiary have been eliminated in consolidation.

F-11

The results for the period ended November 30, 2010 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission for the period ended May 31, 2010.

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 November 30, 2010 and May 31, 2010, 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 November 30, 2010 and May 31, 2010, the Company determined that provisions of $28,358 and $-0- respectively, were appropriate.

Fair Value of Financial Instruments

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

Income Taxes

Income taxes are accounted for in accordance with ASC 740, Accounting for Income Taxes. ASC 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 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.

F-12

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

Use of Estimates

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

Basic and Diluted Earnings per Common Share

Basic earnings per common share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common shares outstanding plus the dilutive effects of outstanding options and warrants to acquire common shares during the period. In loss periods, dilutive common equivalent shares are excluded because the effect would be anti-dilutive. The Company had not issued any dilutive common share equivalents at November 30, 2010.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses at November 30, 2010 consisted primarily of accrued professional fees.

Related Party Transactions

At November 30, 2010, the Company owed $39,285 to a law firm for services rendered. The law firm is related to the Company by means of common ownership and management.

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

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

At November 30, 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 $5,424 at November 30, 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.

F-13

In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance is effective for us with the reporting period beginning February 28, 2010, except for the disclosure on the roll forward activities for Level 3 fair value measurements, which will become effective for us with the reporting period beginning January 1, 2011. Other than requiring additional disclosures, management does not expect that adoption of this new guidance will have a material impact on the Company’s financial statements, if any.

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 - Subsequent Events

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 have potentially effected a change in our control (and, indirectly, the control of Merger Sub) as well as a termination of each of the Merger Agreement and the Voting Agreement.

F-14

Under the terms of the Contingent Settlement Agreement, each of Mr. Membrado and Ms. Lee had conditionally 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 to be transferred unless and until the transaction was completed, thereby effectively rendering this part of the transaction a covered call option), the Contingent Settlement Agreement provided that Bixby had until September 15, 2010 to deliver the balance (or call option exercise price) of $400,000 and complete the transaction, and that, in the meantime, GCA and Merger Sub were prohibited from initiating or otherwise pursuing any legal proceedings under or in connection with the Merger Agreement. Bixby did not satisfy, in whole or in part, the required payment obligation by September 15, 2010, and, as such, no sale or other conveyance of GCA common stock was effectuated, or will be effectuated, pursuant to the Contingent Settlement Agreement, and there is no longer a settlement agreement of any kind in place as between Bixby and GCA or otherwise in connection with the Bixby Dispute.

As a separate part of the Contingent Settlement Agreement, Bixby was also required to pay off the outstanding professional fee obligations for GCA that had arisen under the Merger Agreement (and for which they were already contractually obligated), both preexisting and going forward through completion of the contemplated share purchase transaction if and when that were to have occurred. In connection with this aspect of the Contingent Settlement Agreement and/or its obligations arising under the Merger Agreement, as of November 30, 2010, and after adjusting for doubtful accounts, we were not owed any amount by Bixby.

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

At November 30, 2010, we had $9,234 in cash. After an adjustment for doubtful accounts, we had no other assets as of such date. With total liabilities then of $83,592, at November 30, 2010, we were left with a working capital deficit of $74,358.

In the event that the Bixby Dispute is not resolved, 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.

F-15

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

Forward Looking Statement Notice

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

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

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

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, 11th 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

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:

In the meantime, we continue as required under the terms of the Merger Agreement, however, and for the time being, to remain current in our reporting obligations under the Exchange Act.

Plan of Operation

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

Comparison of Fiscal Periods Ended November 30, 2010 and November 30, 2009

Operational Expenses

Total net operating expenses were $71,934 for the fiscal period from August 14, 2006 (inception) through November 30, 2010, after adjusting for $755,805 in operating expenses reimbursed to us by Bixby (see discussion in Liquidity and Capital Resources below). Total net operating expenses were $36,061 for the three month period ended November 30, 2010, after adjusting for $30,405 in net Bixby reimbursements (see discussion in Liquidity and Capital Resources below). Comparatively, total net operating expenses after adjusting for net reimbursements by Bixby for the three month period ended November 30, 2009 were $103,321. In each of these periods, these expenses constituted professional and related fees. The decrease in 2010 over the comparable period in 2009 was principally attributable to the sharp drop-off in legal fees associated with initiatives to cause the registration statement portion of the S-4 Registration/Merger Proxy Statement to be declared effective from and since the Bixby Dispute arose.

We incurred a net loss of $77,358 for the fiscal period from August 14, 2006 (inception) through November 30, 2010. For the three and six month periods ended November 30, 2010, we incurred net losses of $36,442 and $26,040, respectively. This compared to net losses of $103,702 and $106,147 for the corresponding periods ended November 30, 2009. We believe that these circumstances may hinder our ability to continue as a going concern (see Footnote 1 to the Consolidated Financial Statements included herewith).

Liquidity and Capital Resources

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

			Cumulative Period From
	Six Months Ended		August 14, 2006 (Inception) to
	November 30, 2010		November 30, 2010
Net cash (used) in operating activities	$	6,731	$	25,866
Net cash (used) in investing activities	$	0	$	0
Net cash provided by financing activities	$	2,500	$	35,100
Net increase (decrease) in cash and cash equivalents	$	9,231	$	9,234

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. At November 30, 2010, and after adjusting for doubtful accounts, there was no balance owed by Bixby to GCA.

Beginning mid-February 2010, GCA had been receiving reports from certain sources close to Bixby management that Bixby and Mr. Walker had recently determined to abandon their pursuit of the Pending Merger, including the meeting of their respective obligations under the Merger Agreement. Although GCA was informed through its sources in the weeks that followed that there was some reconsideration on the part of Bixby and Mr. Walker being given to this matter, GCA was further informed that Bixby and Mr. Walker seemed to be determined to repudiate the Merger Agreement.

In mid-March 2010, Bixby informed us directly of its and Mr. Walker’s then-current intention to repudiate the Merger Agreement and discontinue to meet their respective obligations thereunder in relation to the S-4 Registration/Merger Proxy Statement as well as the pursuit more generally of the Pending Merger. On April 5, 2010, GCA directed a formal written correspondence to Mr. Walker and the Bixby board of directors informing them that GCA had been made aware of Bixby’s anticipatory repudiation of the Merger Agreement and seeking from Bixby formal assurances of its intention to honor the Merger Agreement unless and until such time as a potential settlement in relation to this matter could be reached. To date, GCA has not received any response.

As of the date of this quarterly report on Form 10-Q, there is a great deal of uncertainty as to whether Bixby and Mr. Walker will remain intent on repudiating the Merger Agreement, whether litigation between GCA, on the one hand, and Bixby and Mr. Walker, on the other, will ensue, whether a potential settlement of some kind will be reached in relation to the matter, or what the terms of any such settlement might be if that should occur. Despite our voluntary forbearance to date in declaring a default under the Merger Agreement based not only on the recent repudiation of that agreement but also many other material breaches on the part of Bixby and/or Mr. Walker thereunder extending back for some time now, we have not waived any of our rights.

As of November 30, 2010, we had total liabilities, consisting of accounts and notes payable, equaling $83,592, and our only asset after adjusting for doubtful accounts was $9,234 in cash. With reimbursements from Bixby having been the source of the overwhelming majority of our operating capital for some time now, and the pending Bixby Dispute having rendered the nature of our going forward relationship with Bixby unclear for the time being and potentially adversarial, there is a high degree of uncertainty as to our ability to meet our current and going-forward obligations. Unless we are able to raise capital from our current stockholders or one or more third parties, either through loans or the sale of equity or debt securities, for which there can be no assurance, any refusal or other failure on the part of Bixby to promptly pay our expenses in accordance with the terms of the Merger Agreement going forward would leave us without adequate financial resources to continue to engage the services of professionals and other vendors that will be necessary for us to continue to meet our reporting obligations under the Exchange Act. 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, either on terms favorable to us or at all.

In the event that Bixby determines for whatever reason to resume meeting its obligations under the Merger Agreement and, more generally, to pursue the Pending Merger, and given that the expenses associated with the Pending merger are the only material expenses that we would reasonably expect to incur under such circumstances 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 would be able to be met through this arrangement until the Pending Merger is consummated, to the extent that this at some point occurs. If the Merger Agreement were to be terminated for any reason thereafter, or Bixby were to fail to honor its obligations under the terms of the Merger Agreement either on a timely basis or at all, and, in any event, if there were to be a deficiency in our working capital needs beyond those amounts which Bixby is obligated to pay, it is management’s belief that it would 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.

At November 30, 2010, we had cash of $9,234 and a working capital deficit of $(74,358). This compares to cash of $3 and a working capital deficit of $(50,818) at May 31, 2010. At November 30, 2010, after adjusting for doubtful accounts, our only assets consisted of the $9,234 in cash.

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

Since August 14, 2006 (inception), selling, general and administrative expenses have been primarily comprised of professional and related fees associated with the Company registering to become publicly-traded, maintaining its internal controls and reporting obligations under the Exchange Act, and pursuing the Pending Merger. For this period, such net expenses (after adjusting for net reimbursements from Bixby of $755,805) amounted to $71,934. For the three month period ending November 30, 2010, such net expenses (after adjusting for net reimbursements from Bixby of $30,405) amounted to $36,061. This compares to $103,321 in such net expenses (after adjusting for net reimbursements from Bixby of $46,390) for the three month period ended November 30, 2009.

Since August 14, 2006 (inception), and through November 30, 2010, interest expense has been exclusively comprised of notes payable to stockholders for working capital loans previously made. For this period, such expense amounted to $5,424. For the three month period ending November 30, 2010, interest expense was $381, the same amount as it was for the comparable period during 2009.

Off-Balance Sheet Arrangements

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

Contractual Obligations

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

Recently Issued Accounting Pronouncements

In January 2010, the FASB issued guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. The guidance requires new disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in active market for identical assets or liabilities) and Level 2 (significant other observable inputs) of the fair value measurement hierarchy, including the reasons and the timing of the transfers. Additionally, the guidance requires a roll forward of activities on purchases, sales, issuance, and settlements of the assets and liabilities measured using significant unobservable inputs (Level 3 fair value measurements). The guidance is effective for us with the reporting period beginning February 28, 2010, except for the disclosure on the roll forward activities for Level 3 fair value measurements, which will become effective for us with the reporting period beginning January 1, 2011. Other than requiring additional disclosures, we do not expect that adoption of this new guidance will have a material impact on our financial statements, if any.

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.

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 ASC 740, Accounting for 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of November 30, 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 November 30, 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 quarter ended November 30, 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.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

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

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

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K.

Exhibit No.		Description

*3.1		Certificate of Incorporation, as filed with the Delaware Secretary of State on August 14, 2006.
*3.2		By-Laws.
31.1		Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 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 Quarterly Report on Form 10-Q for the quarter ended November 30, 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.

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

SIGNATURES

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

Dated: January 19, 2011	GCA I ACQUISITION CORP.

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

Attached files

GCA I ACQUISITION CORP Reports

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