1379394--8/29/2008--GCA_II_ACQUISITION

related topics

{stock, price, share}

{interest, director, officer}

{acquisition, growth, future}

{regulation, change, law}

{stock, price, operating}

{control, financial, internal}

{personnel, key, retain}

{product, candidate, development}

{gas, price, oil}

An investment in the Company is highly speculative in nature and involves an extremely high degree of risk. Risks Associated with Our Business and the Pending Merger There is uncertainty as to our ability to continue as a going concern. Our business will have no revenues unless and until we merge with or acquire an operating business. Our business is difficult to evaluate because we have no operating history. It should not be assumed that the Pending Merger will be consummated. If the Pending Merger is consummated, we may still be a development stage company, and, in any event, we will be an early-stage technology company. If the Pending Merger is consummated, we will require substantial additional funding, and our failure to raise additional capital necessary to support and expand our operations could reduce our ability to compete and could harm our business. If the Pending Merger is consummated, our business model and strategies may have to change from time to time in the pursuit of profitability. Our management has certain inherent conflicts of interest that may cause it to act adversely to the interests of our shareholders. Conflicts of interest may arise in connection with Mr. Membrado s role as legal counsel to the Company. Conflicts of interest may arise in the future in connection with our management s potential participation as a service provider. There is intense competition for those private companies suitable for a merger transaction of the type we are pursuing. Future success is highly dependent on our ability to locate and attract a suitable business combination. Other than the Pending Merger, we have no existing agreement for a business combination or other transaction. Our management devotes only a limited amount of time to seeking a target company which may adversely impact our ability to identify a suitable acquisition candidate. The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies. We may be subject to further government regulation which would adversely affect our operations. Any potential acquisition or merger with a foreign company may subject us to additional risks. We may be subject to certain tax consequences in our business, which may increase our cost of doing business. We have not conducted or otherwise obtained any market research regarding potential business opportunities, which may affect our ability to identify a business to merge with or acquire. Risks Associated with Our Common Stock There is currently no trading market for our common stock, and liquidity of shares of our common stock is limited. There are issues impacting liquidity of our securities with respect to the SEC s review of a future resale registration statement. We intend to issue more shares in a merger or acquisition, which will result in substantial dilution. Our stockholders may have a minority interest in the Company following a business combination. Because weare likely to complete a business combination through a so-called reverse merger, following such a transaction we may not be able to attract the attention of major brokerage firms. Although we are a reporting company, our stock is not listed or traded on any securities exchange or quotation service and will be not for the indefinite future. We cannot assure you that our common stock will ever be listed on one of the national securities exchanges. We cannot assure you that following a business combination with an operating business, our common stock will not be subject to the penny stock regulations, which would likely make it more difficult to sell. It is unlikely that research coverage in the aftermarket for our stock will be adequate to garner institutional investor support for the indefinite future. If you require dividend income, you should not rely on an investment in our common stock. We may engage in a transaction to cause us to repurchase shares of our common stock from existing stockholders. Our board of directors has broad authorization to issue preferred stock .

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1379394--8/29/2008--GCA_II_ACQUISITION_CORP