UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-33803

GLOBAL CONSUMER ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 26-0469120
(I.R.S. Employer
Identification No.)

1370 Avenue of the Americas, 28th Floor, New York, New York 10019
(212) 445-7800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

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

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

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

As of August 14, 2008, the registrant had 39,936,063 shares of its common stock, par value $0.0001 per share, outstanding.

GLOBAL CONSUMER ACQUISITION CORP.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
	Condensed Balance Sheet as of June 30, 2008 (unaudited) and December 31, 2007	4
	Condensed Statements of Operations for the three and six months ended June 30, 2008 and the period from June 28, 2007 (inception) through June 30, 2008 (unaudited)	5
	Condensed Statements of Cash Flows for the six months ended June 30, 2008 and for the period from June 28, 2007 (inception) through June 30, 2008 (unaudited)	7
	Condensed Statements of Changes in Stockholders’ Equity for the period from June 28, 2007 (inception) through June 30, 2008 (unaudited)	6
	Notes to Condensed Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4T.	Controls and Procedures	12
PART II. OTHER INFORMATION		13
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Submission of Matters to a Vote of Security Holders	13
Item 5.	Other Information	13
Item 6.	Exhibits	13
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION
EX-32.2: CERTIFICATION

2

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)

CONDENSED FINANCIAL STATEMENTS

FOR THE PERIOD FROM JUNE 28, 2007
(INCEPTION) TO JUNE 30, 2008

CONTENTS

FINANCIAL STATEMENTS
CONDENSED BALANCE SHEET	4
CONDENSED STATEMENTS OF OPERATIONS	5
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY	6
CONDENSED STATEMENTS OF CASH FLOWS	7
NOTES TO CONDENSED FINANCIAL STATEMENTS	8

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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)

CONDENSED BALANCE SHEETS

	June 30, 2008		December 31, 2007
	(unaudited)
Assets
Cash	$	2,738,410	$	81,163
Investments held in trust		314,578,078		315,127,891
Prepaid expenses		106,879		257,180
	$	317,423,367	$	315,466,234
Liabilities and Stockholders’ Equity
Liabilities
Accrued expenses	$	31,107	$	326,719
Accrued offering costs		—		498,775
Deferred underwriter’s commission		9,584,655		9,584,655
		9,615,762		10,410,149
Common stock, subject to possible conversion, 9,584,654 shares stated at conversion value		94,408,842		94,538,357
Commitments and contingencies
Stockholders’ Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; None issued or outstanding		—		—
Common stock, $0.0001 par value; 100,000,000 shares authorized; 39,936,063 issued and outstanding		3,036		3,036
Additional paid-in capital		211,343,682		209,903,332
Retained earnings accumulated during the development stage		2,052,045		611,360
		213,398,763		210,517,728
	$	317,423,367	$	315,466,234

The accompanying notes are an integral part of these condensed financial statements.

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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

							Period from
							June 28, 2007
	Three Months Ended			Six Months Ended			(inception) to
	June 30, 2008			June 30, 2008			June 30, 2008
Revenue	$	—		$	—		$	—
Operating expenses
Formation and professional fees		495,111			758,635			832,241
Stock based compensation		655,418			1,310,836			1,594,850
Loss from operations		(1,150,529	)		(2,069,471	)		(2,427,091	)
Interest income		1,481,237			3,510,156			4,479,136
Net income	$	330,708		$	1,440,685		$	2,052,045
Earnings per share
Net income	$	330,708		$	1,440,685		$	2,052,045
Deferred interest on investments held in trust relating to common shares subject to possible conversion		37,804			129,514			(191,694	)
Net income attributable to common stockholders	$	368,512		$	1,570,199		$	1,860,351
Weighted average number of common shares subject to possible conversion outstanding		9,584,654			9,584,654			9,584,654
Earnings per share common shares subject to possible conversion	$	0.00		$	(0.01	)	$	0.02
Weighted average number of common shares outstanding — basic		39,936,063			39,936,063			27,055,226
Weighted average number of common shares outstanding — diluted		80,879,402			80,879,402			67,998,565
Basic earnings per common share	$	0.01		$	0.04		$	0.07
Diluted earnings per common share	$	0.00		$	0.02		$	0.03

The accompanying notes are an integral part of these condensed financial statements.

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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE PERIOD JUNE 28, 2007 (INCEPTION) TO JUNE 30, 2008
(Unaudited)

										Earnings
										accumulated
										during the
	Common Stock						Additional			development
	Shares			Amount			paid-in capital			stage		Total
Common shares issued at $0.001 per share		8,625,000		$	863		$	7,762		$	—	$	8,625
Sale of 31,948,850 units, net of underwriter’s commissions and offering expenses (includes 9,584,654 shares subject to possible conversion)		31,948,850			3,195			295,649,528			—		295,652,723
Proceeds subject to possible conversion of 9,584,654 shares		—			(958	)		(94,216,190	)		—		(94,217,148	)
Proceeds from issuance of private placement warrants		—			—			8,500,000			—		8,500,000
Redemption of common shares at $0.001 per share		(637,787	)		(64	)		(574	)		—		(638	)
Stock based compensation								284,014					284,014
Deferred interest on investments held in trust relating to common shares subject to possible conversion								(321,208	)				(321,208	)
Net income		—			—			—			611,360		611,360
Balance at December 31, 2007		39,936,063		$	3,036		$	209,903,332		$	611,360	$	210,517,728
Stock based compensation								1,310,836					1,310,836
Deferred interest on investments held in trust relating to common shares subject to possible conversion								129,514					129,514
Net income		—			—			—			1,440,685		1,440,685
Balance at June 30, 2008		39,936,063		$	3,036		$	211,343,682		$	2,052,045	$	213,398,763

The accompanying notes are an integral part of these condensed financial statements.

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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

				Period from
				June 28, 2007
	Six Months Ended			(inception) to
	June 30, 2008			June 30, 2008
Cash flow from operating activities
Net income	$	1,440,685		$	2,052,045
Adjustments to reconcile net income to net cash used in operations
Stock based compensation		1,310,836			1,594,850
Interest earned on cash held in trust		(3,499,680	)		(4,468,611	)
Changes in operating assets and liabilities
Prepaid expenses		150,302			(106,878	)
Accrued offering costs		(498,775	)		—
Accrued expenses		(295,612	)		31,107
Net cash used in operating activities		(1,392,244	)		(897,487	)
Cash flow from investing activities
Cash withdrawn from trust account for working capital		4,049,491			4,049,491
Cash placed in trust account		—			(314,158,960	)
Net cash provided by (used in) investing activities		4,049,491			(310,109,469	)
Cash flow from financing activities
Proceeds from sales of shares of common stock to initial stockholders, net		—			7,987
Proceeds from sale of warrants in private placement		—			8,500,000
Proceeds from initial public offering		—			319,488,500
Payment of underwriter’s discount and offering costs		—			(14,251,121	)
Net cash provided by financing activities		—			313,745,366
Net increase in cash		2,657,247			2,738,410
Cash, beginning of period		81,163			—
Cash, end of period	$	2,738,410		$	2,738,410
Supplemental disclosure of non-cash financing activities
Deferred interest on investments held in trust relating to common shares subject to possible conversion	$	(129,514	)	$	191,694
Deferred underwriter commissions included in proceeds from initial public offering	$	—		$	9,584,655

The accompanying notes are an integral part of these condensed financial statements.

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GLOBAL CONSUMER ACQUISITION CORP.
(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

1 Interim Financial Information

These unaudited condensed financial statements as of June 30, 2008, and for the period from June 28, 2007 (inception) to June 30, 2008, have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim period presented are not necessarily indicative of the results to be expected for any other interim period or for the full year. These interim unaudited financial statements should be read in conjunction with the financial statements for the period from June 28, 2007 (inception) to December 31, 2007, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

2 Organization and Business Operations

Global Consumer Acquisition Corp. (a development stage company) (the “Company”) is a newly organized blank check company organized for the purpose of effecting a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction, joint venture or other similar business combination with one or more domestic or international operating businesses in the global consumer products industry.

The registration statement for the Company’s initial public offering (the “Offering”) was declared effective on November 20, 2007. The Company consummated the Offering on November 21, 2007 and received net proceeds of $305,237,379 and $8,500,000 from the private placement sale of insider warrants (Note 4). Substantially, all of the net proceeds of the Offering are intended to be generally applied toward consummating a business combination (“Business Combination”) in the global consumer products and services industry. The Company’s management has complete discretion in identifying and selecting the target business. There is no assurance that the Company will be able to successfully effect a Business Combination. Management agreed that 98.3% or $314,158,960 ($314,578,078 at June 30, 2008 including interest earned) of the gross proceeds from the Offering would be held in a trust account (“Trust Account”) until the earlier of (i) the completion of a Business Combination and (ii) liquidation of the Company. The placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, prospective target businesses or other entities it engages execute agreements with the Company waiving any right in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. The remaining net proceeds (not held in the Trust Account) and up to $4,100,000 of interest income generated from the trust account may be used to pay for business, legal and accounting due diligence on prospective acquisitions, and initial and continuing general and administrative expenses. The Company, after signing a definitive agreement for the acquisition of a target business, is required to submit such transaction for stockholder approval. The Company will proceed with the initial Business Combination only if both a majority of the shares of common stock voted by the public stockholders are voted in favor of the Business Combination and public stockholders owning less than 30% of the shares sold in the Offering exercise their conversion rights described below.

Pursuant to the Company’s Amended and Restated Certificate of Incorporation, if the Company does not consummate a Business Combination by November 27, 2009 the Company will cease to exist except for the purposes of winding up its affairs and liquidating.

All of the Company’s stockholders prior to the initial public offering, including all of the officers and directors of the Company (“Initial Stockholders”), have agreed to vote their founding shares of common stock in accordance with the vote of the majority interest of all other stockholders of the Company (“Public Stockholders”) with respect to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable.

With respect to a Business Combination that is approved and consummated, the Company will redeem the common stock of its Public Stockholders who voted against the business combination and elected to have their shares of common stock converted into cash. The per share conversion price will equal the amount in the Trust Account, calculated as of two business days prior to the

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consummation of the proposed Business Combination, less any remaining tax liabilities relating to interest income, divided by the number of shares of common stock held by Public Stockholders at the consummation of the Offering. Public Stockholders who convert their stock into their share of the Trust Account retain their warrants. The Company will not complete any proposed business combination for which its Public Stockholders owning 30% or more of the shares sold in the Offering both vote against a Business Combination and exercise their conversion rights. At June 30, 2008, 9,584,654 shares of the common stock issued in connection with the Offering were subject to redemption.

3 Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Investments held in trust

The Company’s investments held in trust are invested in federally tax exempt securities. The Company recognized interest income of $1,473,322 and $3,499,680 on these investments for the three and six months ended June 30, 2008 respectively, and $4,468,611 for the period June 28, 2007 (inception) through June 30, 2008. The Company withdrew $1,717,427 of earned interest from the trust account for working capital purposes in accordance with the Prospectus during the three months ended June 30, 2008 and $4,049,491 for the period June 28, 2007 (inception) through June 30, 2008.

4 Initial Public Offering

On November 27, 2007, certain of the initial stockholders purchased an aggregate of 8,500,000 warrants (the “Insider Warrants”) from the Company in a private placement pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended. The Insider Warrants were sold for a total purchase price of $8,500,000, or $1.00 per warrant. The private placement took place simultaneously with the consummation of the Offering. Similar to the Warrants contained in the Units, each Insider Warrant becomes exercisable upon the later of the completion of a Business Combination and November 27, 2008, and is exercisable to one share of Common Stock, at a price of $7.50. However, unlike the Warrants contained in the Units, Insider Warrants are (i) subject to a lock-up agreement with the Company’s underwriters and will not be transferable before the consummation of a Business Combination and (ii) are exercisable, at any time and from time to time when the Insider Warrants become exercisable, by the holders on a “cashless” basis. The proceeds from the sale of the Insider Warrants have been deposited into the Trust Account, subject to a trust agreement and will be part of the funds distributed to the Company’s Public Stockholders in the event the Company is unable to complete a Business Combination.

Based upon observable market prices, the Company determined that the grant date fair value of the Insider Warrants was $1.10 per warrant, $9,350,000 in the aggregate. The valuation was based on all comparable initial public offerings by blank check companies in 2007. The Company will record compensation expense of $850,000 in connection with the Insider Warrants, which is the amount equal to the grant date fair value of the warrants minus the purchase price. The compensation expense will be recognized over the estimated service period of 24 months. The Company estimated the service period as the estimated time to complete a Business Combination. The Company recognized $106,250, $212,500 and $258,542 in stock based compensation expense related to the Founder Warrants for the three and six months ended June 30, 2008 and the period from June 28, 2007 (inception) to June 30, 2008, respectively.

5 Related Party Transactions

Certain of the Company’s officers, directors and its Initial Stockholders are also officers, directors, employees and affiliated entities of Hayground Cove Asset Management LLC, the Company’s sponsor.

Services Agreement

The Company agreed to pay Hayground Cove Asset Management LLC, the Company’s sponsor, $10,000 per month, plus out-of-pocket expenses not to exceed $10,000 per month, for office space and services related to the administration of the Company’s

9

day-to-day activities. This agreement is effective upon the consummation of the Offering and will terminate at the closing of a Business Combination. Under the terms of this agreement, the company has paid $30,000, $60,000 and $73,000 for the three and six months ended June 30, 2008 and the period from June 28, 2007 (inception) to June 30, 2008 respectively. As of June 30, 2008, $25,831 in reimbursable expenses were included in accrued expenses on the condensed balance sheet.

6 Stockholders Equity

Preferred Stock

The Company is authorized to issue 1,000,000 shares of blank check preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.

Common Stock

At June 30, 2008, there were 40,943,339 shares of common stock reserved for issuance upon exercise of the Company’s outstanding options and warrants.

7 Commitments and Contingencies

There is no material litigation currently pending against the Company or any members of our management team in their capacity as such. The Initial Stockholders have waived their right to receive distributions with respect to their Founder Shares upon the Company’s liquidation.

Employment Agreement

Effective as of August 1, 2007, the Company entered into an employment agreement with its Chief Executive Officer (“CEO”). The agreement is effective until the earlier of (i) two years after the completion of the Offering or (ii) the closing of a qualifying Business Combination. The agreement may be renewed for an additional one-year term.

In connection with entering into the agreement, the CEO obtained an option to purchase 475,000 shares of founders shares at a purchase price of $0.001 per share from the Company’s sponsor and its affiliates, which option will vest on the date (the “Trigger Date”) that is one year after the closing of a qualifying Business Combination, but the vesting will occur only if the appreciation of the per share price of the Company’s common stock is either (i) greater than 1x the Russell 2000 hurdle rate on the Trigger Date or (ii) exceeds the Russell 2000 hurdle rate for 20 consecutive trading days after the Trigger Date. The Russell hurdle rate means the Russell 2000 Index performance over the period between the completion of the Offering and the Trigger Date. The amount of the option will be increased by the amount of shares equal to 10,000 shares for each $10,000,000 of gross proceeds from the exercise of the underwriters over-allotment option. As a result the option was increased to 494,489 shares due to the exercise of 1,948,850 Units of the underwriters over-allotment option. The Company recognized $549,168, $1,098,335 and $1,336,308 in stock based compensation expense related to the option for the three and six months ended June 30, 2008 and the period from June 28, 2007 (inception) to June 30, 2008, respectively.

Indemnifications

The Company has entered into agreements with its directors to provide contractual indemnification in addition to the indemnification provided in its amended and restated certificate of incorporation. The Company believes that these provisions and agreements are necessary to attract qualified directors. The Company’s bylaws also will permit it to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit indemnification. The Company will purchase a policy of directors’ and officers’ liability insurance that insures the Company’s directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify the directors and officers.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the “Company,” “us” or “we” refer to Global Consumer Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Forward-Looking Statements

All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the Securities and Exchange Commission. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. These interim unaudited financial statements should be read in conjunction with the financial statements for the period from June 28, 2007 (inception) to December 31, 2007, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission.

Overview

We are a blank check company formed on June 28, 2007, to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses in the global consumer products and services industry, which we define as the commercial delivery of products and services directly to the consumer in both the United States and international marketplace. We intend to effect an initial business combination using cash from the proceeds of our recently completed initial public offering, our capital stock, debt or a combination of cash, stock and debt.

Results of Operations for the three months ended June 30, 2008

For the three months ended June 30 2008, we earned net income of $368,512 ($330,708 before the adjustment of $37,804 of net interest attributable to common stock subject to redemption). Since we did not have any operations, all of our income was derived from interest income, most of which was earned on funds held in the Trust Account. Our operating expenses for the three months ended June 30, 2008 were $1,150,529 and consisted primarily of expenses related to stock based compensation, legal and accounting professional fees, insurance costs, pursuing a business combination and due diligence.

Results of Operations for the six months ended June 30, 2008

For the six months ended June 30, 2008, we earned net income of $1,570,199 ($1,440,685 before the adjustment of $129,514 of net interest attributable to common stock subject to redemption). Since we did not have any operations, all of our income was derived from interest income, most of which was earned on funds held in the Trust Account. Our operating expenses for the six months ended June 30, 2008 were $2,069,471 and consisted primarily of expenses related to stock based compensation, legal and accounting professional fees, insurance costs, pursuing a business combination and due diligence.

Liquidity and Capital Resources

The net proceeds from (i) our initial public offering of 31,948,850 units (including the partial exercise of the underwriters’ over-allotment option), after deducting approximately $14.2 million for underwriting discounts and offering expenses and (ii) the sale of 8,500,000 warrants to our sponsor and CEO for a purchase price of $8.5 million, was approximately $313.7 million.

We will use substantially all of the net proceeds of our initial public offering to acquire one or more target businesses, including identifying and evaluating prospective target businesses, selecting one or more target businesses, and structuring, negotiating and consummating the business combination. If the business combination is paid for using stock or debt securities, we may apply the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the acquired business or businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies, or for working capital.

11

We believe that the funds available to us outside of the trust account and the approximately $50,000 of additional interest income accumulated on the trust account we may withdrawal will be sufficient to allow us to operate for the next twelve months (beginning July 1, 2008). Of the funds available outside the trust account, we anticipate using these funds to cover the due diligence and investigation of a target business or businesses; legal, accounting and other expenses associates with structuring, negotiating and documenting an initial business combination.

     Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.

     Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than a monthly fee of $10,000 for office space and general and administrative services payable to Hayground Cove Asset Management LLC, our sponsor. We began incurring this fee on November 27, 2007, and will continue to incur this fee monthly until the completion of our initial business combination.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange rates, commodity prices and/or equity prices. $314,158,960 of the net offering proceeds (which includes $9,584,655 of deferred underwriting discount) has been placed into a trust account at JP Morgan Chase, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee. We are not and, until such time as we consummate a business combination, we will not be, exposed to risks associated with foreign exchange rates, commodity prices, equity prices or other market-drive rates or prices. The net proceeds of our initial public offering held in the trust account may be invested by the trustee only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less, or in registered money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. Given our limited risk in our exposure to government securities and money market funds, we do not view the interest rate risk to be significant.

We have not engaged in any hedging activities since our inception. We do not currently expect to engage in any hedging activities with respect to the market activities to which we are exposed.

ITEM 4T. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports, filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2008. Based upon his evaluation, he concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.

Our internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. generally accepted

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accounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that accurately and fairly reflect the transactions and dispositions of our assets in reasonable detail; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with U.S. generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

As of August 14, 2008, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

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

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit
Number	Descriptio
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

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

GLOBAL CONSUMER ACQUISITION CORP. Date: August 14, 2008
/s/ Scott LaPorta
Name:	Scott LaPorta
Title:	President and Chief Executive Officer
GLOBAL CONSUMER ACQUISITION CORP. Date: August 14, 2008
/s/ Andrew Nelson
Name:	Andrew Nelson
Title:	Chief Financial Officer

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