~~If we liquidate the trust account without completing a business combination, our public stockholders may receive less than $8.00 per share and will receive nothing with respect to our warrants.~~

~~If we are unable to complete a business combination within the prescribed time frames, we will distribute the funds in the trust account to our public stockholders. The per-share distribution~~resulting from the trust account may be less than $8.00 (the offering price of the units in our initial public offering) because of the underwriting discounts and offering expenses. The underwriters have agreed to waive their rights to the contingent underwriting discount deposited in the trust account for their benefit if no business combination is completed. Furthermore, there will be no distribution with respect to our outstanding warrants, which will expire worthless if we liquidate without completing a business combination.

~~You will not be entitled to protections normally afforded to investors of blank check companies.~~

We may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000, we believe that we are exempt from rules promulgated by the Securities and Exchange Commission to protect investors of blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Because we do not believe that we are subject to Rule 419, our units became immediately tradable and we have a longer period of time to complete a business combination in certain circumstances than if we were subject to such rule.

Because of uncertainty in Delaware law, it is possible that the requirements and restrictions contained in our certificate of incorporation may be amended, which could reduce or eliminate the protection afforded to our stockholders by such requirements and restrictions.acquisitions.

Our certificate of incorporation contains certain requirements and restrictions that will apply to us until the consummation of a business combination. Specifically, our certificate of incorporation provides, among other things, that:

~~prior to the consummation of a business combination, we will submit such business combination to our stockholders for approval;~~

we may consummate the business combination only if approved by a majority of the shares of common stock voted by the public stockholders and public stockholders owning less than 20% of the shares sold in this offering exercise their conversion rights;

if a business combination is approved and consummated, public stockholders who voted against the business combination and properly exercise their conversion rights will receive their pro rata share of the trust account; and

if a business combination is not consummated or a letter of intent, an agreement in principle or a definitive agreement is not signed within the time periods specified in this prospectus, then we will distribute to all of our public stockholders their pro rata share of the trust account.

Our certificate of incorporation requires that we obtain unanimous approval of our stockholders to amend the above-described provisions. However, the validity of unanimous consent provisions under Delaware law has not been settled. A court could conclude that the unanimous consent requirement constitutes a practical prohibition on amendment in violation of the stockholders’ implicit rights to amend the corporate charter. In that case, the above-described provisions would be amendable without unanimous approval and any such amendment could reduce or eliminate the protection afforded to our stockholders. However, we view the foregoing provisions as obligations to our stockholders, and neither we nor our board of directors will propose, or seek stockholder approval of, any amendment of these provisions.

~~If third parties bring claims against us, the funds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $8.00 per share.~~

Our placing of funds in the trust account may not protect those funds from third party claims against us. Although we have obtained from certain vendors agreements with us waiving any right, title, interest or claim to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they would be prevented from bringing claims against the trust account. In addition, there is no guarantee that any entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Accordingly, the funds held in the trust account could be subject to claims that could take priority over the claims of our public stockholders. We cannot assure you that the per-share distribution from the trust account will not be less than $8.00 per share (the per-share conversion price as of December 31, 2006 was $7.80 per share, assuming no claims were made against such funds) due to such claims of such creditors. Ronald F. Valenta has agreed he will be personally liable to ensure that the proceeds in the trust account are not reduced by claims of target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us. However, we cannot assure you that he will be able to satisfy those obligations.

To complete a business combination, we may issue shares of our capital stock that would reduce the equity interest of our stockholders and could cause a change in control of our ownership, or incur debt, which could adversely affect our financial condition.

Our certificate of incorporation authorizes the issuance of up to 100,000,000 shares of common stock and up to 1,000,000 shares of preferred stock. At December 31, 2006, there were 78,566,667 authorized shares of our common stock available for issuance (after appropriate reservation for the issuance of shares upon full exercise of our outstanding options and warrants).

If we do not consummate our acquisition of Royal Wolf, and we seek to consummate another business combination, we may be required to issue a substantial number of additional shares of our common or preferred stock, or a combination of common and preferred stock, to complete the other business combination. The issuance of additional shares of our common stock or any number of shares of our preferred stock:

~~may significantly reduce the equity interest of investors;~~

~~may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to our common stock;~~

will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carryforwards, if any, and could result in the resignation or removal of our present officers and directors; and

~~may adversely affect prevailing market prices for our common stock.~~

~~In addition, we may incur substantial debt to complete a business combination. The incurrence of debt could result in:~~

~~default and foreclosure on our assets if our operating revenues after a business combination are insufficient to repay our debt obligations;~~

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if certain covenants that require the maintenance of certain financial ratios or reserves are breached without a waiver or renegotiation of that covenant;

~~our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and~~

~~our inability to obtain necessary additional financing if the debt security instrument covenants restricting our ability to obtain such financing while the debt instrument is outstanding.~~

Our ability to ~~successfully effect a business combination will depend on, and ability to~~ be successful ~~thereafter~~ may depend on the efforts of ~~our key personnel, some of whom may join us following a business combination.~~Ronald F. Valenta and John O. Johnson.

Our ability to ~~successfully effect a business combination is dependent~~be successful may depend upon the efforts of ~~our key personnel, including~~ Ronald F. Valenta, our Chief Executive Officer, and John O. Johnson, our Chief Operating Officer. ~~Messrs.~~Mr. Valenta has significant experience and contacts in owning, operating and acquiring companies in the business of equipment sales and leasing, our present business. Mr. Johnson has significant experience in acquisitions, and part of our strategy is to acquire additional businesses engaged in equipment sales and leasing. Neither Mr. Valenta nor Mr. Johnson has an employment agreement with us, and they are not currently compensated for their services, although Mr. Valenta and ~~have advised the Board~~Mr. Johnson beneficially own approximately 24.0% and 6.7%, respectively, of Directors that they would serve in these capacities without compensation until at least the earliest of June 30, 2008 or such time as Royal Wolf achieves annualized earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $20 million or we achieve a company-wide total annualized EBITDA of $40 million.our outstanding common stock.

If we do not complete the acquisition of Royal Wolf, the role of such individuals in the target business after consummation of a Business Combination, however, cannot presently be ascertained. Although some of our key personnel, including Messrs.Ronald F. Valenta and John O. Johnson ~~and Chuck Barrantes, may remain associated with the target business in senior management or advisory positions following a Business Combination, it is likely that~~allocate some ~~or all~~portion of the management of the target business will remain in place. Moreover, our key personnel will be able to remain with us after the consummation of a Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination, the terms of which, including the compensation to be paid to such individuals, would be determined at such time between the respective parties. Since our current management may be negotiating the terms of the Business Combination as well as the terms of their employment or consulting arrangements, our current management may have a conflict of interest in negotiating terms favorable to us in the acquisition agreement and at the same time negotiating terms in their employment or consulting arrangements that are favorable to them. Although management intends to fully exercise its fiduciary duty to negotiate terms in the acquisition agreement that will be in the best interests of the combined company and its stockholders, members of management may be negotiating terms in their employment or consulting agreements that are favorable to them. If we acquire a target business in an all-cash transaction, it would be more likely that current members of management would remain with the combined company if they chose to do so. If a Business Combination were to be structured as a merger whereby the stockholders of the target company were to control the combined company following a Business Combination, it may be less likely that our current management would remain with the combined company unless it was negotiated as part of the transaction via the acquisition agreement, an employment agreement or other arrangement. In making the determination as to whether current management should remain with us following the Business Combination, management will analyze the experience and skill set of the target business’s management and negotiate as part of the Business Combination that certain members of current management remain if it is believed that it is in the best interests of the combined company post-Business Combination. While we intend to closely scrutinize any individuals we engage after a Business Combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the laws and regulations affecting a public company, and this could cause us to have to expend time and resources helping them become familiar with these laws and regulations. This additional training could be expensive and time-consuming and could lead to various regulatory issues that may adversely affect our operations.

~~Our present executive officers, other than our Chief Financial Officer, allocate~~ their time to other businesses, ~~thereby causing~~which could cause conflicts of interest in their allocation of time to our affairs. These conflicts of interest could have a negative impact on our ability to function as an operating company and consummate ~~a business combination.~~future acquisitions.

~~Our present officers and directors, other than Charles E. Barrantes,~~Neither Ronald F. Valenta, our Chief ~~Financial~~Executive Officer, ~~are not~~nor John O. Johnson, our Chief Operating Officer, devotes or is required to ~~commit their~~devote his full time to our ~~affairs, which~~affairs. This could create a conflict of interest when allocating their time between our operations and their other commitments. These executive officers are engaged in several other business endeavors and are not obligated to devote any specific number of hours to our affairs. If these executive officers’ other business affairs require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to our affairs and could have a negative impact on our ability to function as an operating company and consummate afuture business ~~combination.~~combinations.

~~Since none~~Ronald F. Valenta is affiliated with two companies in the specialty finance business, which could create a conflict of interest in decisions affecting our officers or directors, or any of their affiliates, has ever been associated with a blank check company it may not be possible to evaluate their ability to consummate a business combination using a blank check company as the acquisition vehicle.business.

~~While it is the case that certain of~~Ronald F. Valenta, a director and our officers and directors are associated with entities that seek to acquire businesses, none of our officers or directors, or any of their affiliates, has ever been associated with a blank check company. Accordingly, it may not be possible to adequately evaluate their ability to successfully consummate a business combination using a blank check company as the acquisition vehicle.

Some of our officers and directors may have conflicts of interest in determining whether a particular business opportunity should be presented because they are currently associated with entities other than blank check companies that seek to acquire businesses.

Some of our officers and directors are currently associated with entities other than blank check companies that seek to acquire businesses. Accordingly, to the extent that a particular business opportunity is in a business related to the business of another entity with which our officers and directors are associated, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. We cannot assure you that these conflicts will be resolved in our favor.

~~Mr. Valenta~~Chief Executive Officer, is also affiliated with two companies in the specialty finance industry. He is a director of Mobile Services Group, Inc., a portable storage company he founded in 1988, and the Chairman of the Board of Directors of Mobile Office Acquisition Corporation, the parent company of PacVan, Inc., a U.S. office modular and portable storage company.

Our directors and certain of our officers own shares of our common stock, warrants and options that will become worthless if we do not consummate a business combination within the requisite time periods; therefore, they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination.

103

~~Our directors and certain~~While part of our ~~officers own shares of our common stock~~business strategy is to acquire additional businesses, there is no assurance that were issued prior to the initial public offering. These persons have waived their right to receive distributions from the trust account with respect to those shares if we are unable to consummate a business Combination. Additionally, our executive officers hold options or warrants to purchase an aggregate 1,702,833 shares of our common stock. These shares, options and warrants will be worthless if we do not consummate a business combination and liquidate. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination, including the Royal Wolf acquisition. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest.

Initially, we expect to complete only one business combination, which will cause us to be solely dependent on a single business and a limited number of products or services unless and until we make additional business combinations.

We expect to complete initially only one business combination. Our proposed acquisition of Royal Wolf is a single business combination. If we do not complete the acquisition of Royal Wolf, we could seek to consummate another business combination with more than one entity, but we believe this would be unlikely given the difficulties and expenses incurred in connection with the subsequent assimilation of the operations and services or products of the acquired companies into a single operating business. If we initially complete only the acquisition of a single entity, our prospects for our success may be:

~~solely dependent upon the performance of a single business; or~~

~~dependent upon the development or market acceptance of a single or limited number of products, processes or services.~~

~~The ability of our public stockholders to exercise their conversion rights may not allow us to effectuate the most desirable business combination or optimize our capital structure.~~

When we seek stockholder approval of any business combination, each public stockholder will have the right to convert such stockholder’s shares of common stock to cash in an amount equal to a pro rate portion of trust account if the public stockholder votes against the business combination and the business combination is approved and completed. Accordingly, if our business combination requires us to use substantially all of our cash to pay the purchase price, because we will not know how many public stockholders may exercise such conversion rights, we may either need to reserve part of the trust account for possible payment upon such conversion, or we may need to arrange third party financing to help fund our business combination in case a larger percentage of stockholders exercise their conversion rights than we expect. Therefore, we may not be able to consummate a business combination other than the Royal Wolf acquisition that requires us to use all of the funds held in the trust account as part of the purchase price, or we may end up having a leverage ratio that is not optimal for our business combination. This may limit our ability to effectuate the most attractive business combination available to us.

~~If we do not complete the acquisition of Royal Wolf and if necessary or desirable in connection with a particular business combination, we may stipulate~~identify businesses that we ~~will not proceed~~can acquire upon terms we believe acceptable, or if public stockholders holding a lesser percentage than 20% of the shares issued in the initial public offering exercise their conversion rights, which may limit our ability to consummate a business combination within the required time period.such acquisitions require additional financing, that we could obtain such additional financing.

~~Under~~Part of our ~~certificate of incorporation, we may consummate a~~ business combination only if public stockholders owning less than 20% of the shares issued in our initial public offering vote against the business combination and exercise their conversion rights. Because of cash requirementsstrategy is to ~~consummate a particular business combination or for other reasons, when seeking stockholder approval of the business combination, we may stipulate~~acquire additional businesses. We can give no assurance you that we will not proceed if public stockholders holding a lesser percentage than 20% of the shares issued in the initial public offering exercise their conversion rights. This may limit our ability to consummate the business combination and could result in our liquidation if we do not complete a business combination within the required time period. We do not intend to stipulate to a lesser percentage in connection with the Royal Wolf acquisition.

~~Because of our limited resources and the significant competition for business combination opportunities, we may not~~ be able to ~~consummate another attractive business combination if the Royal Wolf acquisition is not consummated.~~

~~If we do not complete the Royal Wolf acquisition, we expect to encounter intense competition from other entities with similar business objectives, including private equity funds and operating~~identify any additional businesses competing for business combinations. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources and our financial resources will be relatively limited in comparison. While we believe that there are numerous potential target businesses with which we could effect a business combination, our ability to compete in acquiring certain sizable target businesses will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

Furthermore, the obligation we have to seek stockholder approval of a business combination may delay the consummation of a transaction. Additionally, our outstanding warrants and the future dilution they potentially represent may not be viewed favorably by certain target businesses. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.

~~If we do not complete the Royal Wolf acquisition and have to seek another initial business combination,~~ ~~we may be unable to obtain additional financing, if required, to complete such other initial business combination; which could compel us to restructure or abandon a particular business combination.~~

If we do not complete the Royal Wolf acquisition and have to seek another initial business combination, we cannot ascertain the capital requirements for other intitial business combination future transaction. If the net proceeds of our initial public offering prove to be insufficient, either because of the size of the business combination, the costs of identifying, investigating and negotiating a business combination with a target business or the obligation to convert into cash a significant number of shares from dissenting stockholders, we will be ~~required~~able to ~~seek~~acquire on terms and conditions that we deem acceptable. Further, we may need additional ~~financing.~~financing to make some or all of these possible acquisitions. We ~~cannot assure you~~can give no assurance that we will be able to obtain such financing or that such financing will be available on terms and conditions acceptable ~~terms, if at all. To the extent that additional financing proves~~ to be unavailable when needed to consummate a particular business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, it is possible that we could use a portion of the funds not in the trust account or available under the limited recourse line of credit to make a deposit, down payment or fund a “no-shop” provision with respect to a proposed business combination. In the event that we were ultimately required to forfeit such funds (whether as a result of our breach of the agreement relating to such payment or otherwise), we may not have a sufficient amount of working capital available outside of the trust account or under the limited recourse line of credit to conduct due diligence and pay other expenses related to finding a suitable business combination without securing additional financing. In such a case, if we were ultimately required to forfeit such funds and were unable to secure additional, we would most likely fail to consummate a business combination in the allotted time and would be forced to liquidate. In addition, if we consummate a business combination, we may require additional financing to fund the operations or growth of the target business. The failure to secure additional financing may impact the continued development or growth of the target business. None of our officers or directors is required to provide any financing to us in connection with or after a business combination.us.

Our outstanding options and warrants may have an adverse effect on the market price of common stock and increase the difficulty of effecting afuture business combination.

~~We have~~At September 30, 2007, we had outstanding options and warrants to purchase ~~10,933,333~~11,433,333 shares of common stock. The potential for the issuance of substantial numbers of additional shares of common stock upon exercise of these warrants and option could make us a less attractive acquisition vehicle in the eyes of a target business. Such securities, when exercised, will increase the number of issued and outstanding shares of our common stock and reduce the value of the shares issued to complete a future business combination. Additionally, the sale, or even the possibility of sale, of the shares underlying the warrants and options could have an adverse effect on the market price for our securities or on our ability to obtain future financing.

The exercise by our officers and directors of their registration rights after a business combination may have an adverse effect on the market price of our common stock and may make it more difficult to effectuate a business combination if we not complete the acquisition of Royal Wolf.

Our officers and directors are entitled to make a demand that we register the resale of their shares of common stock (including shares of common stock they may acquire upon exercise of the warrants issued in the private placement) at any time commencing three months prior to the date on which their shares are released from escrow. The shares will be released from escrow on the earlier of one year from the completion of a business combination or upon the completion of a transaction that occurs subsequent to the consummation of the initial business combination that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. If our officers and directors exercise their registration rights with respect to all of their shares of common stock and the shares they may acquire upon exercise of the warrants, then there will be an additional 2,458,333 shares of common stock eligible for trading in the public market. The presence of these additional shares of common stock trading in the public market may have an adverse effect on the market price of our common stock. In addition, if we do not complete the acquisition of Royal Wolf, the existence of these rights may make it more difficult to effectuate a business combination or increase the cost of acquiring another target business, as the stockholders of the target business may be discouraged from entering into a business combination or will request a higher price for their securities because of the potential effect the exercise of such rights may have on the trading market for our common stock.

The American Stock Exchange may delist our securities from quotation on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We cannot assure that our securities will continue to be listed on the American Stock Exchange (“AMEX”) in the future prior to a business combination. Additionally, in connection with our business combination, it is likely that the AMEX may require us to file a new initial listing application and meet its initial listing requirements as opposed to its more lenient continued listing requirements. We cannot assure you that we will be able to meet those initial listing requirements at that time.

~~If the AMEX delists our securities from trading on its exchange, we could face significant material adverse consequences including:~~

~~a limited availability of market quotations for our securities;~~

a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;

~~a limited amount of news and analyst coverage for our company; and~~

~~a decreased ability to issue additional securities or obtain additional financing in the future.~~

If we are deemed to be an investment company, we may be required to institute compliance requirements and our activities may be restricted, which may make it more difficult for us to complete a business combination.

If we are deemed to be an investment company under the Investment Company Act of 1940, we may be subject to certain restrictions that may make it more difficult for us to complete a Business Combination, including:

~~restrictions on the nature of our investments; and~~

~~restrictions on the issuance of securities.~~

~~In addition, we may have imposed upon us certain burdensome requirements, including:~~

~~registration as an investment company;~~

~~adoption of a specific form of corporate structure; and~~

~~reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and other rules and regulations.~~

We do not believe that our anticipated principal activities will subject us to the Investment Company Act of 1940. To this end, the proceeds held in trust 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 money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. By restricting the investment of the proceeds to these instruments, we intend to meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act of 1940. If we were deemed to be subject to that act, compliance with these additional regulatory burdens would require additional expense for which we have not allotted.

Item 1B.Unresolved Staff Comments

Inapplicable.

Item 2.Properties

We maintain our executive offices at 260 South Los Robles Avenue, Suite 217, Pasadena, CA 91101. These offices are provided to us by an affiliate of Ronald F. ~~Valenta, a director and our chief executive officer. Until the completion of a Business Combination, this~~Valenta. This affiliate of Mr. Valenta ~~has agreed to make such~~made this space available tothough the ~~Company~~completion of the acquisition of Royal Wolf free of a rental charge. We now rent this space on a month-to-month basis for $1,148 per month and consider ~~our~~the current office space adequate for our current operations.

Item 3.Legal Proceedings

None.

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

~~No matters were submitted to a vote~~On June 14, 2007, we held our Annual Meeting of ~~our shareholders during~~Stockholders. The following are the ~~quarter ended December 31, 2006.~~results of the proposals:

a)Election of directors:

Nominee

For

Withheld

David M. Connell
8,776,419

323,945

Manuel Marrero
8,776,419

323,945

(b) Approval of 2006 Stock Option Plan:
For
5,598,970
Against
707,933
Abstain
241,125
Not Voted
2,552,336
(c) Ratification of the selection of Grobstein, Horwath & Company LLP as independent auditors:
For
8,831,021
Against
265,643
Abstain
3,700
154

PART II

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Prices

Our units, common stock and warrants are listed on the American Stock Exchange under the symbols “GFN.U,” “GFN” and “GFN.WS,” respectively. The following table sets forth for the periods indicated the range of high and low sales prices for the units, ~~common stock and warrants for the periods indicated~~ since the units commenced ~~public~~ trading on April 10, 2006, and for the common stock and warrants, since the common stock and warrants commenced public trading separately on June 13, 2006:

Units

Common Stock

Warrants

High

Low

High

Low

High

Low

2006:

Fourth Quarter $ 8.60 $ 7.81 $ 7.70 $ 7.25 $ 1.15 $ 0.62
Third Quarter $ 8.45 $ 7.75 $ 7.36 $ 7.22 $ 0.85 $ 0.63
Second Quarter $ 8.06 $ 7.75 $ 7.35 $ 7.24 $ 0.80 $ 0.63

Units

Common Stock

Warrants

High

Low

High

Low

High

Low

2007:

Fourth Quarter
$
9.75
$
9.00

$
7.95

$
7.56

$
1.96

$
1.45

Third Quarter
$
9.60

$
8.50

$
7.95

$
7.46

$
1.80

$
1.10

Second Quarter
$
8.00

$
7.81

$
7.70

$
7.22

$
1.15

$
0.62

First Quarter
$
8.45

$
7.75

$
7.36

$
7.22

$
0.85

$
0.63

2006:

Fourth Quarter $ 8.06 $ 7.75 $ 7.35 $ 7.24 $ 0.80 $ 0.63
Record Holders
As of ~~January 31,~~October 24, 2007, there were ~~approximately~~ eight stockholders of record of our common stock. We believe that there are hundreds of beneficial owners of our common stock, units and warrants.

Dividend Policy

We have not paid any dividends on our common stock to ~~date and do not intend to pay dividends prior to the completion of a business combination.~~date. The payment of dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial ~~condition subsequent to completion of a business combination.~~condition. The payment of any dividends ~~subsequent to a business combination~~ will be within the discretion of our board of directors. It is the present intention of our ~~board~~Board of ~~directors~~Directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.

16
~~Equity Compensation Plan~~
~~The following table sets forth information concerning our equity compensation plans as of December 31, 2006:~~

Plan category

(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights

(b)
Weighted-average exercise price of outstanding options, warrants and rights

(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders — — —
Equity compensation plans not approved by security holders⁽¹⁾

225,000

$
7.30

1,275,000

Total 225,000 $ 7.30 1,275,000

~~(1) We have one equity compensation plan, the 2006 Stock Option Plan. We intend to submit the Plan to our stockholders for approval at our 2007 Annual Meeting of Stockholders.~~
Performance Graph

We have not provided a line graph comparing yearly percentage change in our shareholder return on common stock against various indices or peer group because we ~~have been a reporting company for less than one year and we are~~were a blank check company without an operating business.

5
Item 6.Selected Financial Data

Results of Operations

The following table sets forth selected historical financial information derived from our audited consolidated financial statements included elsewhere in this Report for the period from October 14, 2005 (inception) to December 31, ~~2006,~~2005, for the year ended December 31, 2006, for the six months ended June 30, 2007, for the period from October 14, 2005 (inception) to June 30, 2007 and as of December 31, 2006 and ~~2005.~~June 30, 2007. The following data has been restated from previously issued financial information for the for the retrospective application of the capitalization of the costs incurred relating to the acquisition of Royal Wolf and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements including the notes thereto, included elsewhere in this ~~Annual~~Transition Report on Form 10-K.

17
Statement of Operations Information:

October 14, 2006 (inception) to December 31, 2005

Year Ended December 31, 2006

October 14, 2005 (inception) to December 31, 2006

General and administrative expenses $ 4,000 $ 1,171,000 $ 1,175,000
Operating (loss) (4,000 ) (1,171,000 ) (1,175,000 )
Other income:
Interest (expense) — (21,000 ) (21,000 )
Interest income — 1,889,000 1,889,000
Net income (loss) $ (4,000 ) $ 457,000 $ 453,000
Net income (loss) per share:
Basic $ (0.00 ) $ 0.06
Diluted (0.00 ) 0.05

Weighted average shares outstanding:
Basic 1,875,000 8,151,000
Diluted 1,875,000 9,637,000

October 14, 2006 (inception) to December 31,
2005

Year Ended December 31, 2006

Six Months Ended
June 30, 2007

October 14, 2005 (inception) to June 30, 2007

General and administrative expenses $ 3,509 $ 387,815 $ 795,989 $ 1,187,313
Operating loss (3,509 ) (387,815 ) (795,989 ) (1,187,313 )
Other income:
Interest income -- 1,888,503 1,312,169 3,200,672
Interest expense -- (20,498 ) (72,398 ) (92,896 )
Other, net -- -- (7,469 ) (7,469 )
Net income (loss) $ (3,509 ) $ 891,090 $ 261,513 $ 1,149,094
Net income (loss) per share:
Basic $ (0.00 ) $ 0.11 $ 0.02
Diluted $ (0.00 ) $ 0.09 $ 0.02

Weighted average shares outstanding:
Basic 1,875,000 8,151,369 10,500,000
Diluted $ 1,875,000 $ 9,636,545 $ 12,704,299

Balance Sheet Information:

December 31 ,
2005

December 31,
2006

December 31,
2006

June 30,
2007

Cash $ 175,000 $ 38,000 $ 37,713 $ 59,427
Cash equivalents held in trust - restricted — 68,055,000 68,055,252 68,217,585
Deferred acquisition costs 783,663 1,547,742
Total assets 380,000 69,128,000 69,713,171 71,078,142
Deferred underwriting fees — 1,380,000 1,380,000 1,380,000
Total liabilities 133,000 3,797,000 3,947,907 4,812,265
Common stock subject to possible conversion — 13,168,000 13,168,200 13,338,500
Stockholders’ equity 246,000 52,163,000 $ 52,597,064 $ 52,927,377

Quarterly Results of Operations

The following table sets forth unaudited operating data for each of the quarters ofin the year ended December 31, ~~2006.~~2006 and the six months ended June 30, 2007. This quarterly information has been restated from previously issued financial information for the retrospective application of the capitalization of the costs incurred relating to the acquisition of Royal Wolf and has been prepared on the same basis as ~~the~~our annual consolidated financial statements ~~of the Company~~ and, in the opinion of management, reflects all significant adjustments (consisting primarily of normal recurring adjustments) necessary for a fair presentation of results of operations for the periods presented.

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Net income (loss) $ (8,000 ) $ 303,000 $ (3,000 ) $ 165,000
Basic income (loss) per share (— ) 0.03 (— ) 0.02
Diluted income (loss) per share (— ) 0.03 (— ) 0.01

Year Ended December 31, 2006

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Net income (loss), as previously reported $ (8,014 ) $ 302,406 $ (2,603 ) $ 165,211
Effect of accounting change, net of tax -- 3,763 265,772 164,555
Net income (loss), as restated $ (8,014 ) $ 306,169 $ 263,169 $ 329,766
Income (loss) per share, as previously reported
Basic $ (0.00 ) $ 0.03 $ -- $ 0.03
Diluted $ (0.00 ) $ 0.03 $ -- $ 0.02
Income (loss) per share, as restated
Basic $ (0.00 ) $ 0.03 $ 0.03 $ 0.03
Diluted $ (0.00 ) $ 0.03 $ 0.02 $ 0.03

Six Months Ended June 30, 2007

First Quarter

Second Quarter

Net income (loss), as previously reported $ (180,584 ) $ (34,898 )
Effect of accounting change, net of tax 298,703 178,292
Net income (loss), as restated $ 118,119 $ 143,394
Income (loss) per share, as previously reported
Basic $ (0.02 ) $ (0.00 )
Diluted $ (0.02 ) $
(0.00
)
Income (loss) per share, as restated
Basic $ 0.01 $ 0.01
Diluted $ 0.01 $ 0.01

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with “Selected Consolidated Financial Data” and our consolidated financial statements and notes thereto that appear elsewhere in this ~~Annual~~Transitional Report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those presented under “Risks related to our business” included in Item 1A and elsewhere in this ~~Annual~~Transitional Report on Form 10-K.

Overview

We were formed onin October ~~14,~~ 2005 ~~for the purpose of effecting~~in order to serve as a ~~merger, capital stock exchange, asset acquisition or other similar~~vehicle to effect a business combination with one or more operating businesses. As of June 30, 2007, we had not completed any business combination.

In April 2006, we completed our initial public offering (“IPO”) of 8,625,000 units. Each unit consists of one share of our common stock and one warrant entitling the holder to purchase one share of our common stock at a price of $6.00. The public offering price of each unit was $8.00, and we generated gross proceeds of $69,000,000 in the IPO. Of the gross proceeds: (i) we deposited $65,000,000 into a trust account (the “Trust Account”), which amount included $1,380,000 of deferred underwriting fees; (ii) the underwriters received $3,450,000 as underwriting fees (excluding the deferred underwriting fees); and (iii) we retained $550,000 for offering expenses. In addition, we deposited into the Trust Account $700,000 that we received from the issuance and sale of 583,333 warrants to Ronald F. Valenta, a director and our Chief Executive Officer, and John O. Johnson, our Chief Operating Officer, prior to completion of the IPO. Stockholders holding the shares issued in connection with the IPO are referred to as “Public Stockholders.”

In September 2007, we changed our fiscal year to June 30 from December 31.

Subsequent Event

On September 13, 2007, we completed the acquisition of Royal Wolf through the acquisition of all of the outstanding shares of RWA. Based upon the actual exchange rate of one U.S. dollar to $0.8407 Australian dollar realized in connection with payments made upon completion of the acquisition, the purchase price for the RWA shares was $64.3 million, including deposits of $1,005,000 previously paid by us in connection with the acquisition. We paid the purchase price, less the deposits, by a combination of cash in the amount of $44.7 million plus the issuance to Bison Capital Australia, L.P. (“Bison Capital”), one of the sellers, of shares of common stock of GFN U.S., constituting 13.8% of the outstanding capital stock of GFN U.S. following the issuance. As a result of this structure, we own 86.2% of the outstanding capital stock of GFN U.S. and Bison Capital owns 13.8% of the outstanding capital stock of GFN U.S, which owns through its indirect subsidiary GFN Finance all of the outstanding capital stock of Royal Wolf.

The funds in the Trust Account were distributed at the closing of the acquisition of Royal Wolf. We received approximately $60.8 million, of which we used $44.7 million to pay the purchase price for the RWA shares. Approximately $6.4 million ($7.93482 per share) of the funds in the Trust Account was paid to Public Stockholders holding 809,901 shares who voted against the acquisition and, in accordance with our certificate of incorporation, elected to receive cash in exchange for their shares, which have been cancelled. The remaining $1.3 million was paid the underwriters as deferred underwriting fees.

On April 10, 2006, we completed our ~~initial public offering (the “IPO”)~~IPO of 7,500,000 ~~Units,~~units, and on April 13, 2006, we completed the closing of an additional 1,125,000 ~~Units~~units that were subject to the underwriter’s over-allotment option. Each Unit consists of one share of our common stock and one warrant entitling the holder to purchase one share of our common stock at a price of $6.00. The public offering price of each unit was $8.00, and we generated gross proceeds of $69,000,000 in the IPO (including proceeds from the exercise of the over-allotment option). Of the gross proceeds: (i) we deposited $65,000,000 into ~~a trust account (the “Trust Account”)~~the Trust Account at JP Morgan Chase NY Bank, maintained by Continental Stock Transfer & Trust Company as trustee, which included $1,380,000 of deferred underwriting fees; (ii) the underwriters received $3,450,000 as underwriting fees (excluding the deferred underwriting fees); and (iii) we retained $550,000 for offering expenses. In addition, we deposited into the Trust Account $700,000 that we received from the issuance and sale of 583,333 warrants to ~~two executive officers.~~

The funds in the Trust Account will be distributed to us (subject to stockholder claims described below) upon consummation of a business combination with one or more operating businesses (the “Business Combination”) whose collective market value is at least 80% of our net assets at the time of the acquisition. We may use the funds in the Trust Account to complete the Business Combination or for such purposes as we determine following the Business Combination. If we do not consummate a Business Combination by October 5, 2007 (or April 5, 2008 if certain extension criteria have been satisfied), the funds in the Trust Account will be distributed to the stockholders then holding the shares issued in the IPO (the “Public Stockholders”), including any earned interest (net of taxes on such interest). Pending distribution to us or the Public Stockholders, the funds in the Trust Account may be invested in government securities and certain money market funds.

We have agreed to submit the Business Combination for approval of our stockholders even if the nature of the transaction would not require stockholder approval under applicable state law. We will not consummate the Business Combination unless it is approved by a majority of the Public Stockholders and Public Stockholders owning less than 20% of the shares issued in the IPO vote against the Business Combination and exercise the conversion rights described below. Our stockholders prior to the consummation of the IPO (the “Pre-IPO Stockholders”) have agreed to vote their shares of common stock owned prior to the IPO in accordance with the vote of the majority in interest of the Public Stockholders. These voting provisions will not be applicable after the consummation of the first Business Combination.

With respect to a Business Combination that is approved and consummated, any Public Stockholder who voted against the Business Combination may demand that we convert his or her shares into cash. The per share conversion price will equal the amount in the Trust Account, calculated as of two business days prior to the consummation of the proposed Business Combination, divided by the number of shares of common stock held by Public Stockholders at the consummation of the IPO. Accordingly, a Business Combination may be consummated with Public Stockholders holding 19.99% of the aggregate number of shares owned by all Public Stockholders converting such shares into cash from the Trust Account. Such Public Stockholders are entitled to receive their per-share interest in the Trust Account computed without regard to the shares held by other stockholders.

~~Our Certificate of Incorporation provides for our mandatory liquidation if we do not consummate a Business Combination within the dates set forth above.~~

The proceeds held in the Trust Account (other than the contingent underwriting discount) may be used as consideration to pay the sellers of a target business with which we complete a business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the Trust Account (other than the contingent underwriting discount) will be used to finance the operations of the target business. We may also use the proceeds held in the Trust Account (other than the contingent underwriting discount) to pay a finder’s fee to any unaffiliated party that provides information regarding prospective targets to us.

~~We have an unsecured limited recourse revolving line of credit from~~ Ronald F. Valenta, a director and chief executive officer, pursuant to which we may from time to time borrow up to $2,000,000 outstanding at one time. The line of credit terminates upon the earliest to occur of: (i) the completion of the Business Combination, (ii) our ~~liquidation,~~Chief Executive Officer, and ~~(iii)~~John O. Johnson, our Chief Operating Officer, on April 5, 2008, except that advances may be made after April 5, 2008 solely to pay reasonable costs and expenses in connection with our liquidation. The line of credit bears interest at 8% per annum and will not be payable from the funds in the Trust Account, which funds will be distributed to the Public Stockholders if we do not consummate the initial Business Combination within the required time periods. As of December 31, 2006, $1,280,000 was outstanding under the line of credit.7, 2006.

~~Royal Wolf Acquisition~~

On September 12, 2006, we entered into a Share Sale Deed (the “Acquisition Agreement”) with the shareholders (the “Sellers”) of RWA Holdings Pty Limited, an Australian company (“RWA” and collectively, with its subsidiaries, “Royal Wolf”), pursuant to which we agreed to purchase all of the outstanding shares of capital stock of RWA (the “Acquisition”). Royal Wolf leases and sells portable storage containers, portable container buildings and freight containers in Australia; and operates customer service centers in every state in Australia.

The aggregate consideration for the Acquisition is $91.4 million, subject to certain adjustments relating to Royal Wolf’s levels of working capital, net tangible assets and container rental equipment at the closing, outstanding obligations under a certain container lease program at the closing, and cost and expenses of any acquisitions completed by Royal Wolf prior to the closing. The aggregate consideration will increase by $592,000 if our definitive proxy statement in connection with the acquisition has not been cleared by the SEC by February 26, 2007. Through January 31, 2007, we have paid the Sellers’ deposits totaling $1,004,800. If the closing occurs, the deposits will be applied to reduce the cash portion of the consideration payable by us at the closing. If the closing does not occur, the deposits are refundable to us only in certain limited circumstances.

The financial terms and provisions of the Acquisition Agreement are denominated in Australian dollars. For convenience, these Australian dollar amounts have been converted into U.S. dollars using the December 31, 2006 exchange rate. On that date, one Australian dollar was equivalent to 0.7893 U.S. dollars. The currency exchange rate in effect as of the completion of the Acquisition or at any future date may differ; therefore the amounts stated above may change.

The Acquisition is subject to the approval of our stockholders and certain other conditions, including that holders of 20% or more of our common stock issued in the IPO do not vote against the Acquisition and demand that their shares of common stock be converted to cash.

The Acquisition Agreement may be terminated under certain circumstances, including by the Sellers if the SEC has not cleared the definitive proxy statement by February 26, 2007; and by any party after March 26, 2007 if any of the other conditions to the closing of the Acquisition has not been satisfied and the terminating party had used reasonable efforts to satisfy the conditions.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we re-evaluate all of our estimates. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may materially differ from these estimates under different assumptions or conditions as additional information becomes available in future periods.

Management has discussed the development and selection of critical accounting estimates with the Audit Committee of the Board of Directors and the Audit Committee has reviewed our disclosure relating to critical accounting estimates in this ~~Annual~~Transitional Report. We believe the following are the more significant judgments and estimates used in the preparation of our consolidated financial statements.

For the issuances of stock options, we follow the fair value provisions of Statement of Financial Accounting Standards (“SFAS”) SFAS No. 123R, Share-Based Payment. SFAS No. 123R requires recognition of employee share-based compensation expense in the statements of income over the vesting period based on the fair value of the stock option at the grant date. The pricing model we use for determining fair values of the purchase option and the embedded derivative is the Black Scholes Pricing Model. Valuations derived from this model are subject to ongoing internal and external verification and review. The model uses market-sourced inputs such as interest rates, market prices and volatilities. Selection of these inputs involves management’s judgment and may impact net income. In particular, the Company uses volatility rates based upon a sample of comparable companies in Royal Wolf’s industry and a risk-free interest rate, which is the rate on U. S. Treasury instruments, for a security with a maturity that approximates the estimated remaining contractual life of the derivative.

Results of Operations, Financial Condition and Liquidity

Our operating expenses totaled ~~$1,171,000~~$3,509, $387,815, $795,989 and ~~$1,175,000 respectively,~~$1,187,313 for the period from October 14, 2005 (inception) to December 31, 2005, for the year ended December 31, 2006, for the six months ended June 30, 2007 and for the period from ~~inception~~October 14, 2005 (inception) to ~~December 31, 2006. Operating~~June 30, 2007, respectively. These expenses for the year ended December 31, 2006 and for the period from inception to December 31, 2006 included costs of $784,000 related to the proposed acquisition of Royal Wolf, with the remaining operating expenses comprisedconsisted primarily of accounting, legal and other professional services (including investor relations fees), liability insurance, Delaware franchise taxes, payroll (including stock-based compensation) and ~~payroll. These costs are charged~~general office expenses. Operating expenses have increased both on an absolute and relative basis since our formation in October 2005 due primarily to ~~expense as incurred since we will be treated as~~ the ~~“acquired” company for financial reporting purposes.~~hiring of a Chief Financial Officer in September 2006, the engaging of an investor relations firm in October 2006 and the increasing requirements of corporate governance and public reporting. We also incurred over $594,000 of offering costs in connection with the IPO, all of which ~~has~~have been applied against paid-in ~~capital.~~capital; and have capitalized costs incurred relating primarily to the acquisition of Royal Wolf of $783,683, $761,395 and $1,545,058 for the year ended December 31, 2006, for the six months ended June 30, 2007 and for the period from October 14, 2005 (inception) to June 30, 2007, respectively.

We had net interest income earned primarily on the marketable securities held in the Trust Account of ~~$1,889,000~~$1,888,503, $1,312,169 and $3,200,672 for the year ended December 31, 2006, for the six months ended June 30, 2007 and for the period from ~~inception (October~~October 14, ~~2005)~~2005 (inception) to ~~December 31, 2006.~~June 30, 2007, respectively. Interest income excludes earnings on funds held in the Trust Account associated with common stock subject to possible conversion, ~~and, except for amounts equal to~~net of any taxes payable by us relating to such interest earned, will not be released from the Trust Account until the earlier of the completion of a business combination or the expiration of the time period during which we may complete a business combination.earned.

Interest expense for the ~~periods presented~~year ended December 31, 2006, for the six months ended June 30, 2007 and for the period from October 14, 2005 (inception) to June 30, 2007 of ~~$21,000~~$20,498, $72,398 and $92,896, respectively, relates primarily to ~~the~~ borrowings onunder our limited recourse revolving line of credit.

We have provided for an annual effective income tax rate of ~~slightly over 34% on a~~approximately 40% for the year ended December 31, 2006, for the six months ended June 30, 2007 and ~~inception to-date basis~~for the period from October 14, 2005 (inception) to June 30, 2007 primarily because of state income taxes and the nondeductible portion of travel and entertainment expenses. ~~Interest earned on the funds deposited in the Trust Account is exempt from state and local income taxes.~~

We had not commenced any operations as of December 31, 2006, but had entered into an Acquisition Agreement with the Sellers of Royal Wolf. Completion of the Acquisition would fulfill the conditions of a Business Combination required to release the funds held in the Trust Account to us. If this Business Combination is not completed, we intend to immediately resume the search for another suitable Business Combination; however, there is no assurance that such a suitable business combination would be identified and consummated within the requisite time periods. In the event one is not, the Company would be required to distribute the funds held in the Trust Account to the Public Stockholders.

We believe that our existing cash resources, including cash on-hand and available borrowings under our revolving line of credit, will be sufficient to cover operating costs and expenses until the proposed Acquisition is consummated. However, if we do not complete the Acquisition, we would be required to obtain additional financing to continue its search for another suitable Business Combination and continue as a going concern.

The following is a summary of ~~the Company’s~~our contractual obligations, including accrued interest, as of ~~December 31, 2006:~~June 30, 2007:

Payment Due by Year Ending June 30,

Contractual
Obligations

Total

2008

2009-2012

2013

2014 and Thereafter

(in thousands)

Limited recourse
revolving line of
credit ⁽¹⁾
$ 2,441 $ 2,441 $ — $ — $ —

Total $ 2,441 $ 2,441 $ — $ — $ —

Payment Due by Year Ending December 31,
Contractual Obligations

Total

2007

2008-2010

2013

2014 and Thereafter

(in thousands)
Limited recourse revolving line of credit⁽¹⁾
$ 1,301 $ 1,301 $ — $ — $ —

Total $ 1,301 $ 1,301 $ — $ — $ —

⁽¹⁾⁽¹ ~~The~~On September 14, 2007, subsequent to the completion of acquisition of Royal Wolf, we repaid the outstanding balance and terminated the limited recourse revolving line of ~~credit terminates upon the earliest to occur of completion of a Business Combination, the liquidation of the Company~~credit. Total principal and April 5, 2008, except that advances may be made after April 5, 2008 solely to pay reasonable costs and expenses in connection with the liquidation of any company. The limited recourse revolving line of credit bears interest ~~at the rate of 8% per annum and has no recourse against the funds in the Trust Account.~~paid totaled $2,586,848.

Impact of Recently Issued Accounting Pronouncements

Reference is made to Note 2 of our Consolidated Financial Statements for a discussion of recently issued accounting pronouncements that could potentially impact us.

22
Item 7A.Quantitative and Qualitative Disclosures About Market Risk

Market risk is the sensitivity of income to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market-driven rates or prices. ~~We are~~As of June 30, 2007 we had not ~~presently~~ engaged ~~in and, if we do not consummate a suitable business combination prior to the prescribed liquidation date of the trust fund, we may not engage~~ in any substantive commercial business. Accordingly, we ~~are~~have not ~~and, until such time as we consummate a business combination, we will not be,~~been exposed to significant risks associated with foreign exchange rates, commodity prices, equity prices or other market-driven rates or prices. The net proceeds of our initial public offering held in the ~~trust fund may be~~Trust Account were 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 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 dodid not view the interest rate risk to be significant.

239

Item 8.Financial Statements and Supplementary Data

Index to Financial Statements: of General Finance Corporation (Registrant):

Report of Independent Registered Public Accounting Firm - Grobstein, Horwath & Company LLP 25F-1

Independent Auditors’Report of- LaRue, Corrigan ~~&McCormick~~& McCormack LLP
26F-2

Consolidated Balance Sheets as of December 31, ~~2005~~2006 and ~~2006~~ June 30, 2007 27F-3

Consolidated Statements of ~~Income~~Operations from inception to December 31, 2005, for the year ended December 31, 2006, for the six months ended June 30, 2007 and from inception ~~through December 31, 2006~~to June 30, 2007 28F-4

Consolidated Statement of Stockholders’ Equity from inception ~~through~~to December 31, 2005, ~~and~~ for the year ended December 31, 2006 and for the six months ended June 30, 2007 29F-5

Consolidated Statements of Cash Flows from inception to December 31, 2005, for the year ended December 31, 2006, for the six months ended June 30, 2007 and from inception ~~through December 31, 2006~~to June 30, 2007 30F-6

Notes to Consolidated Financial Statements 31F-7

Index to Financial Statements: of RWA Holdings Pty Limited (Predecessor):
Report of Independent Registered Public Accounting Firm - Grobstein, Horwath & Company LLP P-1
Consolidated Balance Sheets as of June 30, 2007 and 2006 P-2
Consolidated Statements of Operations for the years ended June 30, 2007 and 2006, the six months ended June 30, 2005 and the year ended December 31, 2004 P-3
Consolidated Statement of Changes in Shareholders’ Equity for the years ended June 30, 2007 and 2006, the six months ended June 30, 2005 and the year ended December 31, 2004 P-4
Consolidated Statements of Cash Flows for the years ended June 30, 2007 and 2006, the six months ended June 30, 2005 and the year ended December 31, 2004 P-5
Notes to the Consolidated Financial Statements P-6
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Ronald F. Valenta (our principal executive officer) and Charles E. Barrantes (our principal financial officer) carried out an evaluation as of June 30, 2007 of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, they concluded that, as of June 30, 2007, our disclosure controls and procedures were (1) effective in that they were designed to ensure that material information relating to us is made known to our principal executive and principal financial officers, and (2) effective in that they provide reasonable assurance that information required to be disclosed by us 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 SEC’s rules and forms.
There has not been any change in our internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended June 30, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Not applicable.
10
PART III
Item 10. Directors and Executive Officers of the Registrant
Directors and Executive Officers
The following information is provided regarding our directors and executive officers as of October 24, 2007. No family relationship exists between any director or executive officer:
Name
Age
Position
Ronald F. Valenta 48 Chief Executive Officer, Secretary and Director
John O. Johnson 46 Chief Operating Officer
Charles E. Barrantes 55 Executive Vice President and Chief Financial Officer
Robert Allan 43 Chief Executive Officer, Royal Wolf
Lawrence Glascott 73 Chairman of the Board of Directors
David M. Connell 63 Director
Manuel Marrero 49 Director
James B. Roszak 66 Director
Ronald F. Valenta has served as a director and as our Chief Executive Officer and Secretary since our inception. He also served as Chief Financial Officer from inception through September 2006. Mr. Valenta served as the President and Chief Executive Officer of Mobile Services Group, Inc., a portable storage company he founded in 1988 until 2003. In April 2000, Windward Capital Partners acquired a controlling interest in Mobile Services Group, Inc. through a recapitalization transaction. In August 2006, Welsh, Carson, Anderson & Stowe, through another recapitalization transaction, acquired a controlling interest in Mobile Services Group, Inc. Mr. Valenta served as the non-executive Chairman of the Board of Directors of Mobile Services Group, Inc. from March 2003 until August 2006, and as a director since that time. Mr. Valenta was the managing member of Portosan Company, LLC, a portable sanitation services company he founded in 1998, until 2004 when a majority of the assets of that company were sold to an affiliate of Odyssey Investment Partners, LLC. Mr. Valenta is currently Chairman of the Board of Directors for CMSI Capital Holdings, Inc., a private investment company he founded in 1991, Mobile Office Acquisition Corporation, the parent company of PacVan, Inc., a U.S. office modular and portable storage company, PV Realty LLC, a real estate company founded in 2000, and United Document Storage, LLC (formerly PortoShred LLC), a document storage and destruction company he formed in 2003. From 2003 to 2006, Mr. Valenta was also a director of the National Portable Storage Association, a not-for-profit entity dedicated to the needs of the storage industry. From 1985 to 1989, Mr. Valenta was a Senior Vice President with Public Storage, Inc., and from 1980 to 1985 Mr. Valenta was a manager with the accounting firm of Arthur Andersen & Co. in Los Angeles.
John O. Johnson has served as our Chief Operating Officer since November 2005. Mr. Johnson is a Managing Director of The Spartan Group, a boutique investment banking firm, which he co-founded in 2002. As a Managing Director of The Spartan Group, he is responsible for origination and execution of mergers and acquisition advisory work and capital raising for growth companies. Prior to founding The Spartan Group, Mr. Johnson served in multiple positions with Banc of America Securities from 1984 until 2002, culminating in his appointment as Managing Director in 1994. While at Banc of America Securities, he specialized in growth company banking coverage and leveraged buyouts and leveraged finance while ultimately becoming a Group Head. Mr. Johnson has served as an investment banker to various companies owned or operated by Mr. Valenta since 1997.
Charles E. Barrantes became our Executive Vice President and Chief Financial Officer in September 2006. Prior to joining us, Mr. Barrantes was vice president and chief financial officer for Royce Medical Company from early 2005 to its sale in late 2005. From 1999 to early 2005, he was chief financial officer of Earl Scheib, Inc., a public company that operated over 100 retail paint and body shops. Mr. Barrantes has over 25 years of experience in accounting and finance, starting with more than a decade with Arthur Andersen & Co.
Robert Allanhas been the Chief Executive Officer of Royal Wolf since February 2006 and as such has been one of our executive officers since September 13, 2007. Mr. Allan joined Royal Wolf in April 2004 as its Executive General Manager. From 2000 until joining Royal Wolf, he served as Group General Manager of IPS Logistics Pty Ltd, a shipping and logistics company. From 1997 until 2000, Mr. Allan was employed as a Regional Director of Triton Container International, the world’s largest lessor of marine cargo containers to the international shipping industry. Mr. Allan has more than 30 years of experience in the container leasing and logistics industries.
Lawrence Glascott has been our Chairman of the Board of Directors since November 2005. Mr. Glascott has served as a director of 99¢ Only Stores since 1996 where he currently serves on its Audit, Compensation and Nominating and Corporate Governance Committees. From 1991 to 1996 he was the Vice President — Finance of Waste Management International, an environmental services company. Prior thereto, Mr. Glascott was a partner at Arthur Andersen LLP and was in charge of the Los Angeles based Arthur Andersen LLP Enterprise Group practice for over 15 years.
David M. Connell has been a director since November 2005. Mr. Connell founded Cornerstone Corporate Partners, LLC, a consulting and advisory firm, in 1998. Prior to establishing Cornerstone Corporate Partners in 1998, Mr. Connell served as President and a member of the Board of Directors for Data Processing Resources Corporation, or DPRC, from 1992 to 1998. DPRC was a NASDAQ listed provider of information technology consulting services to Fortune 500 companies. Prior to his services with DPRC, from 1988 to 1993, Mr. Connell was engaged by Welsh, Carson, Anderson; Stowe, a New York private equity firm, to manage a group of portfolio companies. From 1990 to 1993, Mr. Connell served as Chairman and Chief Executive Officer of Specialized Mortgage Service, Inc., an information technology company serving the real estate, banking, and credit rating industries. From 1988 to 1990, he served as Chairman and Chief Executive Officer of Wold Communications, Inc., which later merged and became Keystone Communications, a leading satellite communications service provider.
Manuel Marrero has been a director since November 2005. Since January 2004, Mr. Marrero has worked as a financial and operations management consultant with several companies, principally focused in consumer products brand management. From May 2002 until January 2004, Mr. Marrero served as the Chief Financial Officer of Mossimo, Inc., a designer and licensor of apparel and related products. From 1999 to 2001, Mr. Marrero was the Chief Operating Officer and Chief Financial Officer of Interplay Entertainment Corp., a developer, publisher and distributor of interactive entertainment software, and the Chief Financial Officer of Precision Specialty Metals, Inc. from 1996 to 1999, a light gauge conversion mill for flat rolled stainless steel and high performance alloy. He has served on the boards of Interplay OEM, Inc., Shiney Entertainment, Inc., Seed Internet Ventures, Inc., L.A. Top Producers, LLC, Friends of Rancho San Pedro and Tree People.
James B. Roszak has been a director since November 2005. Mr. Roszak has been a director of National RV Holdings, Inc. since June 2003. Mr. Roszak was employed by the Life Insurance Division of Transamerica Corporation, a financial services organization engaged in life insurance, commercial lending, leasing and real estate services, from June 1962 through his retirement as President of such division in June 1997. Mr. Roszak also served as interim Chief Executive Officer and a director of buy.com, an Internet retailer, from February 2001 through August 2001. He is also a member of the Board of Trustees of Chapman University.
11
Board and Committee Meetings
The Board of Directors held eight meetings during the six months ended June 30, 2007.Each director attended more than 75% of all meetings of the Board of Directors and board committees on which he during the six months ended June 30, 2007.
Board Committees
The Board of Directors has an Audit Committee, a Compensation Committee and a Nominating Committee.
Audit Committee. The Audit Committee consists of Messrs. Roszak, as chairman, Marrero and Glascott, each of whom we believe qualifies as an “audit committee financial expert,” as defined in the rules and regulations of the Securities and Exchange Commission. In addition, we will certify to the American Stock Exchange that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual's financial sophistication. Each member of the Audit Committee is an independent director under the American Stock Exchange listing standards.
The purpose of the Audit Committee is to represent and assist our board in its general oversight of our accounting and financial reporting processes, audits of the financial statements and internal control and audit functions. The Audit Committee is directly responsible for the appointment, compensation, retention, oversight and work of our independent auditor.
The Audit Committee met three times during the six months ended June 30, 2007.
Compensation Committee. The Compensation Committee consists of Messrs. Connell, as Chairman, Marrero and Roszak.
The purposes of the Compensation Committee are: (i) to determine and approve the goals, objectives and compensation structure for our executive officers; (ii) to review the performance of our executive officers; and (iii) to review the Company's management resources, succession planning and development activities.
The Compensation Committee met once during the six months ended June 30, 2007.
Nominating Committee. The Nominating Committee consists of Messrs. Marrero, as chairman, Connell and Roszak, each of whom is an independent director under the American Stock Exchange listing standards.
The purpose of the Nominating Committee is to be primarily responsible for identifying individuals qualified to serve as members of our Board of Directors and recommending to the Board the persons to be nominated by the Board as nominees for director at each annual meeting of shareholders.
The Nominating Committee met two timesduring the six months ended June 30, 2007.
The Nominating Committee seeks to achieve a balance of knowledge, experience and capability on the Board of Directors. When considering candidates for director, the Nominating Committee takes into account a number of factors, including the following (although candidates need not possess all of the following characteristics and not all factors are weighted equally):
·   Ability to attend regular and special board and committee meetings and willingness to perform the duties of a director
·   Fine moral character, good personal and business reputation
·   Industry knowledge, contacts and network of potential clients in industries served by the Company
·   Ability to be responsible, fair-minded, reliable, ethical and possess high integrity
·   Prior experience on boards of directors
·   Senior-level management experience
·   Possession of specific skills in auditing, accounting, personnel, finance, etc.
The Nominating Committee will periodically assess the appropriate size of the Board of Directors and whether any vacancies on the Board of Directors are expected due to retirement or otherwise. If vacancies are anticipated, or otherwise arise, or the size of the Board of Directors is expanded, the Nominating Committee will consider various potential candidates for director. Candidates may come to the attention of the Board of Directors through current Board of Directors members or management, stockholders or other persons. These candidates will be evaluated at regular or special meetings of the Nominating Committee, and may be considered at any point during the year.
The Nominating Committee will consider candidates for directors recommended by stockholders who follow the proper procedures in submitting the recommendation. The Board of Directors will consider candidates recommended by stockholders using the same criteria it applies to candidates recommended by directors. To be considered for election at an annual meeting, the recommendation must be submitted no later than December 31 of the year prior to the year in which the meeting will be held. The recommendation must by in writing addressed to the Corporate Secretary and must include the following: (i) statement that the writer is a stockholder and is proposing a candidate for consideration by the Nominating Committee; (ii) name and contact information for the candidate; (iii) statement of the candidate's business and educational experience; (iv) information regarding each of the factors listed above (other than the factor regarding board size and composition) sufficient to enable the Nominating Committee to evaluate the candidate; (v) statement detailing any relationship between the candidate and any competitor of the Company; (vi) detailed information about any relationship or understanding between the writer and the candidate; and (vii) statement that the candidate is willing to be considered and is willing to serve as a director if nominated and elected.
Compliance with Section 16(a) Beneficial Ownership Reporting
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and 10% stockholders to file reports with the Securities and Exchange Commission on changes in their beneficial ownership of Common Stock and to provide us with copies of the reports. We believe that all of these persons filed all required reports on a timely basis during the six months ended June 30, 2007.
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Code of Ethics
We have a code of ethics that applies to our directors, officers and employees. We will provide without charge a copy of the code of ethics to any person who so requests by a letter addressed to the Corporate Secretary, General Finance Corporation, 260 Santa Los Robles Avenue, Suite 217, Pasadena, California 91101.
Item 11. Executive Compensation
Compensation Discussion and Analysis
Messrs. Valenta, Johnson and Perez, our Chief Executive Officer, Chief Operating Officer and Controller, respectively, have served in those capacities since our inception in 2005. In connection with our initial public offering, they agreed to serve without compensation until the consummation of our first business combination. Subsequently, Messrs. Valenta and Johnson have agreed to serve without compensation until at least the earlier of June 30, 2008 or until we have achieved certain financial goals after the consummation of our first business combination.
Accordingly, Mr. Barrantes, our Chief Financial Officer, is our only employee who received compensation for his services to us during the six months ended June 30, 2007. We compensate Mr. Barrantes pursuant to his employment agreement entered into in September 2006 in connection with his commencement of employment with us. For a description of the employment agreement, see “Employment Agreement” below.
Messrs. Valenta and Johnson negotiated Mr. Barrantes' employment agreement on our behalf, and the Board of Directors approved the employment agreement. Although our Compensation Committee was in existence in September 2006, the Board of Directors had not approved a charter for the Committee at that time and the Committee was not then performing functions.
In approving Mr. Barrantes' compensation under his employment agreement, the Board of Directors reviewed information provided by management regarding the compensation of the chief financial officers of four public companies in the equipment leasing business. The Board also considered the size and stage of development of the Company, Mr. Barrantes' experience and prior compensation, and the scope of the services that Mr. Barrantes would be required to render (particularly given the lack of support staff and the need to implement policies and procedures). The Board of Directors determined that Mr. Barrantes' compensation should consist of a base salary, the opportunity for a material performance-based bonus and stock options under the 2006 Stock Option Plan. In addition, because we did not have in place medical or other insurance plans, we would reimburse him up to $750 per month for insurance coverage.
The Compensation Committee approved the bonus paid to Mr. Barrantes for services in 2006.

Report of the Compensation Committee
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Form 10-K with management. Based on the Compensation Committee's review of and the discussions with management with respect to the Compensation Discussion and Analysis, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Form 10-K for filing with the SEC.
Respectfully Submitted,
David M. Connell, Chairman
Manuel Marrero
James B. Roszak
Summary Compensation Table
The following table contains summary compensation information of the following executive officers (our “Named Executive Officers”) for the six months ended June 30, 2007.
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Summary Compensation Table
Name and Principal Position
Year

Salary

Bonus

Option Awards (2)

All Other Compensation (3)

Total

Ronald F. Valenta
Chief Executive Officer
2007 (1) $ — $ — $ — $ — $ —
2006 — — — — —

Charles E. Barrantes
Chief Financial Officer and Executive Vice President
2007 (1) $ 100,000 $ — $ 68,800 $ 3,512 $ 172,312
2006 62,121 (4) 21,742 (4) 42,000 3,361 129,224
(1) For the six months ended June 30, 2007
(2) The amounts shown are the amounts of compensation expense recognized by us relating to the grants of stock options in fiscal 2006, as described in Financial Accounting Standards No. 123R. For a discussion of valuation assumptions used in the calculation of these amounts, see Note 2, “Summary of Significant Accounting Policies,” and Note 8, “2006 Stock Option Plan,” of the Notes to Consolidated Financial Statements included elsewhere in this Transitional Report on Form 10-K.
(3) Reimbursement of medical insurance premiums.
(4) Mr. Barrantes received a bonus for services in 2006, which was paid in September 2007. This amount equaled 35% of the salary paid to him for 2006, which was equal to his target bonus under his employment agreement.
Plan-Based Awards
We have only one compensation plan, our 2006 Stock Option Plan. No options were granted to the Named Executive Officers during the six months ended June 30, 2007.
The following table provides information options held by Named Executive Officers as of June 30, 2007.
Outstanding Equity Awards at Fiscal Year-End

Name

Number of Securities Underlying Unexercised Options
(#)
Exercisable

Number of Securities Underlying Unexercised Options
(#)(1)
Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)

Exercise Price ($/Sh)

Expiration Date

Ronald F. Valenta -- -- -- -- --

Charles E. Barrantes -- 225,000 -- $ 7.30 9/11/16
(1) These options vest in five equal annual installments on September 11 of each of 2007, 2008, 2009, 2010 and 2011, subject to continued service with us, and have a ten-year term.
No Named Executive Officer exercised any stock options during the six months ended June 30, 2007.
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Employment Agreement
On September 11, 2006, we entered into an employment agreement with Charles E. Barrantes, under which he agreed to serve as our Executive Vice President and Chief Financial Officer. Under the employment agreement, Mr. Barrantes receives a base annual salary of $200,000, and is eligible to receive an annual bonus each fiscal year of up to 35% of his base salary, provided he is employed on the last day of such year. We reimburse Mr. Barrantes up to $750 per month for health, dental, vision and supplemental disability premiums for himself and his family, because we do not currently provide employee benefits. Should we provide such benefits in the future, Mr. Barrantes will be entitled to participate on the same basis in all offered benefits or programs as any other employee.
Mr. Barrantes also received options to purchase an aggregate of 225,000 shares of common stock under our 2006 Stock Option Plan as of the date of commencement of his employment. The options have an exercise price of $7.30 per share (the closing sales price of the common stock on the date of grant), vest in five equal annual installments and expire ten years from the date of grant.
Mr. Barrantes' employment agreement will terminate upon his death or in the event of a physical or mental disability that renders him unable to perform his duties for 60 consecutive days or 120 days in any twelve-month period. Mr. Barrantes may terminate his employment agreement at any time upon 30 days notice to us, and we may terminate it at any time upon notice to Mr. Barrantes.

Robert Allan serves as Chief Executive Officer of Royal Wolf under an employment agreement that will continue indefinitely, unless terminated by Mr. Allan or Royal Wolf upon at least six months’ notice. Under his employment agreement, using an Australian dollar to United States dollar exchange rate of 0.84880 at June 30, 2007, Mr. Allan receives a base annual salary of $254,640 and is eligible to receive an annual performance bonus not to exceed $84,880 based upon the achievement of specified performance indicators. The maximum annual performance bonus is subject to increase based upon consumer price index increases. There is no severance or similar obligation to Mr. Allan under his employment agreement except that Royal Wolf may pay six months’ compensation to Mr. Allan in lieu of providing notice of termination of his employment as described above.
Potential Payments Upon Termination of Employment or Change in Control
We have no agreements or arrangement with any executive officer that provides for payments upon termination of employment except that pursuant to his employment agreement, Mr. Barrantes is entitled to a lump-sum severance payment of six months' base salary if, prior to March 13, 2008, we terminate his employment without “cause” or he terminates his employment for “good reason.” We have no agreements or arrangements with any executive officer that provide for payments upon a change of control.
Compensation Committee Interlocks and Insider Participation
No person who served on the Compensation Committee during the six months ended June 30, 2007 was previously one of our officers or employees or had a relationship with us requiring disclosure under Item 404 of Regulation S-K. Further no interlocking relationship exists between any member of the Board of Directors and any member of any other company's board of directors or compensation committee.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial ownership of our common stock as of October 24, 2007, by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; (ii) each of our executive officers and directors; and (iii) all of our executive officers and directors as a group. Unless otherwise noted, we believe that each beneficial owner named in the table has sole voting and investment power with respect to the shares shown, subject to community property laws where applicable. An asterisk (*) denotes beneficial ownership of less than one percent.
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Beneficial Ownership

Name

Number of
Shares (1)

Percent of
Class (1)

Ronald F. Valenta(2)(3) 2,605,466 24.0 %

John O. Johnson(2)(4) 665,617 6.7 %

James B. Roszak(2) 22,500 (* )

Lawrence Glascott(2) 22,500 (* )

Manuel Marrero(2) 22,500 (* )

David M. Connell(2) 22,500 (* )

Charles E. Barrantes(2)(5) 45,000 (* )

Robert Allan(6) 800 (* )

Gilder, Gagnon, Howe & Co. LLC(7) 1,788,772 18.5 %

Olawalu Holdings, LLC(8) 642,000 6.6 %
2863 S. Western Avenue
Palos Verdes, California 90275

Ronald L. Havner, Jr.(9)
LeeAnn R. Havner
The Havner Family Trust
671,500 6.8 %
c/o Public Storage, Inc.
701 Western Avenue
Glendale, California 91201

Jonathan Gallen(10) 1,905,000 18.4 %
299 Park Avenue, 17^th Floor
New York, New York 10171

Neil Gagnon(11) 1,810,303 18.7 %
1370 Avenue of the Americas, Suite 2400
New York, New York 10019

Jack Silver(12) 2,071,410 17.8 %
SIAR Capital LLC
660 Madison Avenue
New York, New York 10021

All executive officers and directors as a group (8 persons_nine persons)(13) 3,406,883 30.4 %
(1) Based on 9,690,099 shares of common stock outstanding. In accordance with the rules of the Securities and Exchange Commission, person is deemed to be the beneficial owner of shares that the person may acquire within the following 60 days (such as upon exercise of options or warrants or conversion of convertible securities). These shares are deemed to be outstanding for purposes of computing the percentage ownership of the person beneficially owning such shares but not for purposes of computing the percentage of any other holder.
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(2) Business address is c/o General Finance Corporation, 260 South Los Robles, Suite 217, Pasadena, California 91101.
(3) Includes: (i) 13,500 shares owned by Mr. Valenta’s wife and minor children, as to which Mr. Valenta’s shares voting and investment power with his wife; and (ii) 1,181,966 shares that may be acquired upon exercise of warrants. The shares shown exclude the shares referred to in note (8), below.
(4) Includes 309,367 shares that may be acquired upon exercise of warrants.
(5) Represents shares that may be acquired upon exercise of options.
(6) Business address is Suite 201, Level 2, 22-28 Edgeworth David Avenue, Hornsby, New South Wales, Australia 2077
(7) Information is based upon a Schedule 13G/A filed on October 10, 2007. Gilder, Gagnon, Howe & Co. LLC is a New York limited liability and broker or dealer registered under the Securities Exchange Act of 1934. The shares shown include 55,454 shares as to which Gilder, Gagnon, Howe & Co. LLC has sole voting power and 1,788,772 shares as to which it shares voting and investment power. Of these 1,788,772 shares, 1,582,235 shares are held in customer accounts under which partners or employees of Gilder, Gagnon, Howe & Co. LLC have discretionary authority to dispose or direct the disposition of the shares, 151,083 shares are held in accounts of its partners and 55,454 shares are held in its profit-sharing plan.
(8) Information is based upon a Schedule l3G filed on February 27, 2007. Olawalu Holdings, LLC (“Olawalu”), is a Hawaiian limited liability company, of which Rick Pielago is the manager. Olawalu shares voting and investment power as to all of the shares shown with Lighthouse Capital Insurance Company, a Cayman Islands exempted limited company, and the Ronald Valenta Irrevocable Life Insurance Trust No. 1, a California trust, of which Mr. Pielago is trustee. The Ronald Valenta Irrevocable Life Insurance Trust No. 1 is an irrevocable family trust established by Ronald F. Valenta in December 1999 for the benefit of his wife at the time, any future wife, and their descendants. Mr. Valenta, himself, is not a beneficiary of the Trust, and neither he nor his wife or their descendants has voting or investment power, or any other legal authority, with respect to the shares shown. Mr. Valenta disclaims beneficial ownership of our shares held by the Trust. Mr. Pielago may be deemed to be the control person of Olawalu and the Ronald Valenta Irrevocable Life Insurance Trust No. 1.
(9) Information is based upon a Schedule 13D filed on February 9, 2007. The shares shown include 7,000 shares as to which Ronald L. Havner has sole voting power and 3,000 shares as to which his wife, LeeAnn R. Havner, has sole voting power. Mr. and Mrs. Havner are Co-Trustees of The Havner Family Trust. The Trust owns 434,251 shares and warrants to purchase 227,250 shares. As Co-Trustees of the Trust, Mr. and Mrs. Havner may he deemed to beneficially own all of the shares held by the Trust.
(10) Information is based upon a Schedule 13G filed on September 14, 2007 and upon subsequent filings on Forms 3 and 4. The shares shown are held by Ahab Partners, L.P., Ahab International, Ltd., Queequeg Partners, L.P., Queequeg, Ltd. and one or more other private funds managed by Mr. Gallen. The shares shown include 650,000 shares that may be acquired upon exercise of warrants.
(11) Information is based upon a Schedule 13G/A filed on September 17, 2007. The shares shown include: (i) 244,008 shares beneficially owned by Mr. Gagnon; (ii) 39,520 shares beneficially owned by Mr. Gagnon over which he has sole voting power and shared dispositive power; (iii) 162,443 shares beneficially owned by Lois Gagnon, Mr. Gagnon’s wife, over which he has shared voting power and shared dispositive power; (iv) 3,510 shares beneficially owned by Mr. Gagnon and Mrs. Gagnon as joint tenants with rights of survivorship, over which he has shared voting power and shared dispositive power; (v) 38,888 shares held by the Lois E. and Neil E. Gagnon Foundation, of which Mr. Gagnon is a trustee and over which he has shared voting power and shared dispositive power; (vi) 60,163 shares held by the Gagnon Family Limited Partnership, of which Mr. Gagnon is a partner and over which lie has shared voting power and shared dispositive power; (vii) 51,180 shares held by the Gagnon Grandchildren Trust over which Mr. Gagnon has shared dispositive power but no voting power; (viii) 530,549 shares held by four hedge funds, of which Mr. Gagnon is either the principal executive officer of the manager or the managing member of a member of the general partner or the managing member: (ix) 1,605 shares held by the Gagnon Securities LLC Profit Sharing Plan and Trust, of which Mr. Gagnon is a trustee; (x) 4,715 shares held by the Gagnon Securities LLC Profit Sharing Plan and Trust; and (xi) 674,262 shares held for certain customers of Gagnon Securities LLC, of which Mr. Gagnon is the managing member and the principal owner and over which he has shared dispositive power but no voting power.
(12) Information is based upon a schedule 13G filed September 18, 2007 and subsequent Forms 3 and 4. The shares shown include: (i) 342,500 shares that may be acquired upon exercise of warrants held by Sherleigh Associates Inc. Defined Benefit Pension Plan, a trust of which Mr. Silver is the trustee; (ii) 1,590,110 shares that may be acquired upon exercise of warrants held by Sherleigh Associates Inc. Profit Sharing Plan, a trust of which Mr. Silver is the trustee; and (iii) 138,800 shares held by Sherleigh Associates Inc. Defined Benefit Pension Plan, a trust of which Mr. Silver is a trustee.
(13) Includes 1,536,333 shares that may be acquired upon the exercise of warrants and options.
Equity Compensation Plan
The following table sets forth information concerning our equity compensation plans as of June 30, 2007:

Plan category

(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights

(b)
Weighted-average exercise price of outstanding options, warrants and rights

(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by
security holders⁽¹⁾
225,000 $ 7.30 1,275,000
Equity compensation plans not approved
by security holders ⁽¹⁾
-- -- --
Total 225,000 $ 7.30 1,275,000

(1) We have one equity compensation plan, the 2006 Stock Option Plan.
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Compensation of Directors
The following table provides information concerning the compensation of the directors for the six months ended June 30, 2007:

Director Compensation

Name

Fees
Earned
or Paid
in Cash

Total ($)

Lawrence Glascott $ 4,500 $ 4,500

David M. Connell $ 4,500 $ 4,500

Manuel Marrero $ 4,500 $ 4,500

James B. Roszak $ 4,500 $ 4,500

Ronald F. Valenta $ -- $ --

In fiscal 2006, our non-employee directors received $1,500 for each Board meeting attended in-person. We also reimburse all of our directors for out-of-pocket expenses incurred by them in connection with their activities on our behalf.
In September 2007, our Board of Directors approved a new schedule of compensation of our non-employee directors effective upon completion of the acquisition of Royal Wolf. The new compensation schedule was based upon recommendations of the Compensation Committee of our Board in light of the fact that, upon completion of the Royal Wolf acquisition, we are no longer a shell company. The following table summarizes the new schedule of compensation of our non-employee directors (directors who also serve as officers currently receive no additional compensation for their services as directors). The annual compensation shown became effective September 13, 2007, and will be prorated for our fiscal year ending June 30, 2008. In addition to the compensation set forth below, each director is also eligible for reimbursement of reasonable expenses incurred in connection with the director’s services.
Annual Retainer—Chairman of the Board $ 40,000
Annual Retainer—Other Directors $ 30,000
Additional Annual Retainer - Audit Committee Chair $ 10,000
Additional Annual Retainer - Compensation Committee Chair $ 7,500
Additional Annual Retainer - Nominating Committee Chair $ 3,000
Board Meeting Attendance Fee—Chairman of the Board $ 2,000
Board Meeting Attendance Fee—Other Directors $ 1,500
Committee Meeting Attendance Fee $ 750
Telephonic Meeting Attendance Fee $ 500
The annual retainers are payable in advance in semiannual increments on June 30 and December 31.
In September 2007, our Board of Directors also adopted an informal policy with respect to future stock-based compensation of our non-employee directors. Under the policy, our Board of Directors will consider making stock option grants upon each director’s initial election or appointment to the Board, as well as at each annual stockholders meeting thereafter following which an incumbent director continues to serve as a director. Any actual stock option grants or other stock-based compensation paid to our non-employee directors, however, will be made only as and when approved by the Board of Directors in the future.
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Item 13. Certain Relationships and Related Transactions
Transactions with Related Persons
We had an unsecured limited recourse revolving line of credit agreement with Ronald F. Valenta, our Chief Executive Officer and a director, which had entered into prior to our initial public offering. Under the revolving line of credit, we were able to borrow up to $3,000,000 from time to time at an annual interest rate of 8%. At June 30, 2007, the outstanding amount of principal and accrued interest under the line of credit was $2,441,253, which was the largest amount outstanding during the six months ended June 30, 2007. On September 14, 2007, subsequent to the completion of acquisition of Royal Wolf, we repaid the outstanding balance and accrued interest ($2,586,848) and terminated the revolving line of credit. Prior to that, we had not made any payments on the revolving line of credit.
We utilize certain administrative, technology and secretarial services from affiliates of officers; as well as certain limited office space provided by an affiliate of Mr. Valenta. These affiliates had agreed to make these services and office space available to us free of charge, with the exception of the reimbursement of certain out-of-pocket costs incurred on our behalf, until completion of our initial business combination. Management does not believe the value of these services were significant.
We have not adopted a formal written policy regarding transactions with related persons. However, in general, any such material transaction would require approval of the Board of Directors, with any interested director abstaining.
Director Independence
The American Stock Exchange requires that a majority of the Board of Directors must be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the Company or its subsidiaries or any other individual having a relationship, which, in the opinion of the Company's Board of Directors, would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director.
Messrs. Connell, Marrero, Glascott and Roszak are “independent directors.”
Item 14. Principal Accountant Fees and Services
LaRue, Corrigan & McCormick, LLP (“LCM”) audited our financial statements as of October 19, 2005, as of December 31, 2005 and as of April 10, 2006 (the closing of our initial public offering). LCM's opinion of the financial statements as of October 19, 2005 and as of December 31, 2005 both contained a “going-concern” qualification due to our need to complete a successful public offering and acquire an operating business to generate revenue. LCM has removed this qualification in subsequent re-issuances of their audit opinion. LCM's opinion on the financial statements as of April 10, 2006 (after completion of our initial public offering) did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles.
On August 1, 2006, our Audit Committee dismissed LCM as our independent auditors and engaged Grobstein, Horwath & Company LLP (“GHC”) as our independent auditors to audit our financial statements for the fiscal year ending December 31, 2006. From October 14, 2005 and through August 1, 2006: (i) the Company had no disagreements with LCM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of LCM, would have caused it to make reference to the subject matter of the disagreement in connection with its report; and (ii) LCM did not advise the Company of any of the events requiring reporting under Item 304(a)(1)(v) of Regulation S-K.
Aggregate fees billed to us by (i) LaRue, Corrigan & McCormick, LLP (“LCM”) for professional services rendered with respect to the period from inception (October 14, 2005) to December 31, 2005, (ii) LCM and Grobstein, Horwath & Company LLP (“GHC”) for professional services rendered with respect to the year ended December 31, 2006 and (3) GHC for the six months ended June 30, 2007, were as follows:

LCM
2005 and
2006

GHC
2006

GHC
2007

Audit Fees $ 36,033 $ 46,385 $ 45,773
Audit-Related Fees 26,023 18,709 840
Tax Fees 2,172 650 8,574
All Other Fees 94,203 -- --

In the above table, in accordance with the Securities and Exchange Commission's definitions and rules, “audit fees” are fees we paid for professional services for the audit of our consolidated financial statements, including those in our Form 10-K, and reviews of our Form 10-Qs. “Audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. These services include the filing of the registration statement for our initial public offering and special meeting proxy statement for our proposed initial business combination. “Tax fees” are fees for tax compliance, tax advice and tax planning. “All Other Fees” for LCM are for due diligence services in connection with the acquisition of Royal Wolf.
The policy of the Audit Committee is that it must approve in advance all services (audit and non-audit) to be rendered by the Company's independent auditors. The Audit Committee approved in advance the engagement of LCM and GHC for services during the periods above, except that the Audit Committee did not approve in advance the engagement of LCM to conduct certain diligence in connection with the acquisition of Royal Wolf. LCM did not perform any audit or review services for us after commencement of such engagement.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(1)Financial Statements
See Item 8. Financial Statements and Supplementary Data.
(2)Financial Statement Schedules
All supplemental schedules have been omitted since the required information is not present in amounts sufficient to require submission of the schedule, or because the required information is included in the consolidated financial statements or notes thereto.
(3)Exhibits
See Exhibit Index.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
General Finance Corporation

By:   /s/ Ronald F. Valenta
Name: Ronald F. Valenta
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature
Title
Date
/s/ Ronald F. Valenta
Chief Executive Officer, Secretary and Director
(Principal Executive Officer)
November 9, 2007
Ronald F. Valenta
/s/ Charles E. Barrantes
Executive Vice President & Chief Financial Officer
(Principal Accounting and Financial Officer)
November 9, 2007
Charles E. Barrantes
/s/ Lawrence Glascott Chairman of the Board of Directors November 9, 2007
Lawrence Glascott
/s/ David M. Connell Director November 9, 2007
David M. Connell
/s/ Manuel Marrero Director November 9, 2007
Manuel Marrero
/s/ James B. Roszak Director November 9, 2007
James B. Roszak
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EXHIBIT INDEX

Exhibit Number
Exhibit Description
2.1
Deed of Variation No. 3 dated March 30, 2007, which amended and restated the Share Sale Deed dated September 12, 2006, by and among General Finance Corporation, GFN Australasia Finance Pty. Limited, Bison Capital Australia LP, and the shareholders of RWA Holdings Pty Limited and certain other parties. Incorporated by reference to Annex A to Registrant’s Preliminary Proxy Statement of Schedule 14A filed April 27, 2007.
3.1
Amended and Restated Certificate of Incorporation filed April 4, 2006 (incorporated by reference to Exhibit 3.1 of Registrant’s Form S-1, File No. 333-129830).
3.2
Amended and Restated Bylaws as of April 27, 2007 (incorporated by reference to Exhibit 3.1 of Registrant’s Form 10-Q for the quarter ended June 30, 2007).
4.1 Form of Unit Certificate (incorporated by reference to Exhibit 4.1 of Registrant’s Form S-1, File No. 333-129830).
4.2 Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 of Registrant’s Form S-1, File No. 333-129830).
4.3 Form of Warrant Certificate (incorporated by reference to Exhibit 4.3 of Registrant’s Form S-1, File No. 333-129830).
10.1 Unit Purchase Option granted to Morgan Joseph & Co. Inc. dated April 10, 2006 (incorporated by reference to Exhibit 10.1 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).
10.2 Warrant Agreement dated April 5, 2006 between Continental Stock Transfer & Trust Company and General Finance Corporation (incorporated by reference to Exhibit 10.2 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).
10.3 Investment Management Trust Agreement dated April 5, 2006 between Continental Stock Transfer & Trust Company and General Finance Corporation (incorporated by reference to Exhibit 10.3 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).
10.4 Stock Escrow Agreement dated April 5, 2006 between General Finance Corporation, Continental Stock Transfer & Trust Company and certain stockholders (incorporated by reference to Exhibit 10.4 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).
10.5
Amended and Restated Warrant Purchase Agreements dated April 5, 2006 by and between Morgan Joseph & Co. Inc and each of Ronald F. Valenta and John O. Johnson (incorporated by reference to Exhibit 10.5 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).
10.6
Amended and Restated Letter Agreement dated March 3, 2006 among the Registrant, Morgan Joseph & Co., and each of David M. Connell, Lawrence Glascott, Manuel Marrero, James B. Roszak, John O. Johnson and Marc Perez; Amended and Restated Letter Agreement dated March 3, 2006 among the Registrant, Morgan Joseph & Co. Inc. and Ronald F. Valenta (incorporated by reference to Exhibit 10.1 of Registrant’s Form S-1, File No. 333-129830).
10.7
Amended and Restated Registration Rights Agreement dated March 3, 2006 by and between the Registrant and each of Ronald F. Valenta, John O. Johnson, Marc Perez, Lawrence Glascott, David M. Connell, Manuel Marrero and James B. Roszak (incorporated by reference to Exhibit 10.5 of Registrant’s Form S-1, File No. 333-129830).
10. 8
Form of Indemnification Agreement by and between the Registrant and each of Ronald F. Valenta, John O. Johnson, Marc Perez, Lawrence Glascott, David M. Connell, Manuel Marrero, James B. Roszak and Charles E. Barrantes (incorporated by reference to Exhibit 10.7 of Registrant’s Form S-1, File No. 333-129830).
10.9 2006 Stock Option Plan (incorporated by reference to Exhibit 10.1 of Registrant’s Form 10-Q for the quarter ended September 30, 2006).
10.10
Forms of Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement used under the 2006 Stock Option Plan (incorporated by reference to Exhibit 10.2 of Registrant’s Form 8-K filed September 12, 2006).
10.11
Employment Agreement dated September 11, 2006 between General Finance Corporation and Charles E. Barrantes (incorporated by reference to Exhibit 10.3 of Registrant’s Form 8-K filed September 12, 2006).
10.12
Fifth Amended and Restated Revolving Line of Credit Agreement, dated as of January 20, 2007, by and between General Finance Corporation and Ronald F. Valenta (incorporated by reference to Exhibit 10.12 of Registrant’s Form 8-K filed September 19, 2007).
10.13 Executive Services Agreement, dated July 4, 2006, between Royal Wolf Trading Australia Pty Ltd and Robert Allan (incorporated by reference to Exhibit 10.13 of Registrant’s Form 8-K filed September 19, 2007).

2422

10.16
Securities Purchase Agreement, dated as of September 13, 2007, among General Finance Corporation, GFN U.S. Australasia Holdings, Inc., GFN Australasia Holdings Pty Limited and Bison Capital Australia, L.P. (incorporated by reference to Exhibit 10.16 of Registrant’s Form 8-K filed September 19, 2007).
10.17
Senior Secured Subordinated Promissory Note, dated September 13, 2007, of GFN Australasia Finance Pty Limited in favor of Bison Capital Australia, L.P. (incorporated by reference to Exhibit 10.17 of Registrant’s Form 8-K filed September 19, 2007).
10.18
Form of Deed of Charge, dated as of September 13, 2007, between each of General Finance Corporation, GFN U.S. Australasia Holdings, Inc., GFN Australasia Holdings Pty Limited and GFN Australasia Finance Pty Limited, respectively, and Bison Capital Australia, L.P. (incorporated by reference to Exhibit 10.18 of Registrant’s Form 8-K filed September 19, 2007).
10.19 Warrants, dated September 13, 2007, of General Finance Corporation in favor of Bison Capital Australia, L.P. (incorporated by reference to Exhibit 10.19 of Registrant’s Form 8-K filed September 19, 2007).
10.20
Registration Rights Agreement dated as of September 13, 2007, between General Finance Corporation and Bison Capital Australia, L.P. (incorporated by reference to Exhibit 10.20 of Registrant’s Form 8-K filed September 19, 2007).
10.21
Guaranty, dated as of September 13, 2007, by General Finance Corporation, GFN U.S. Australasia Holdings, Inc. and GFN Australasia Holdings Pty Limited in favor of Bison Capital Australia, L.P. (incorporated by reference to Exhibit 10.21 of Registrant’s Form 8-K filed September 19, 2007).
10.22
Shareholders Agreement dated as of September 13, 2007, among General Finance Corporation, GFN U.S. Australasia Holdings, Inc. and Bison Capital Australia, L.P. (incorporated by reference to Exhibit 10.22 of Registrant’s Form 8-K filed September 19, 2007).
10.23
Royal Wolf Intercreditor Deed, dated as of September 13, 2007, among General Finance Corporation, Bison Capital Australia, L.P., Royal Wolf Trading Australia Pty Ltd, GFN Australasia Finance Pty Ltd, RWA Holdings Pty Ltd, GFN Australasia Holdings Pty Ltd, Royal Wolf Hi-Tech Pty Ltd, and Australia and New Zealand Banking Group Limited (incorporated by reference to Exhibit 10.23 of Registrant’s Form 8-K filed September 19, 2007).
10.24
Sublease, dated February 7, 2007, between Royal Wolf Trading Australia Pty Ltd and Tyne Container Services Pty Limited (incorporated by reference to Exhibit 10.24 of Registrant’s Form 8-K filed September 19, 2007).
10.25
Commercial Tenancy Agreement, dated October 31, 2006, between Royal Wolf Trading Australasia Pty Ltd and Corporate Banking Services Pty Ltd (incorporated by reference to Exhibit 10.25 of Registrant��s Form 8-K filed September 19, 2007).
10.26
Lease, dated October 1, 2006, between Royal Wolf Trading Australia Pty Ltd and GPF No. 3 Pty (incorporated by reference to Exhibit 10.26 of Registrant’s Form 8-K filed September 19, 2007).
10.27
Letter of Offer, dated September 10, 2007, to Royal Wolf Australia Group from Australia and New Zealand Banking Group Limited (incorporated by reference to Exhibit 10.27 of Registrant’s Form 8-K filed September 19, 2007).
10.28
Cross Guarantee and Indemnity, dated September 13, 2007, by GFN Australasia Holdings Pty Limited, GFN Australasia Finance Pty Limited, Royal Wolf Trading Australia Pty Limited, RWA Holdings Pty Limited and Royal Wolf Hi-Tech Ltd in favor of Australia and New Zealand Banking Group Limited (incorporated by reference to Exhibit 10.28 of Registrant’s Form 8-K filed September 19, 2007).
21.1 Subsidiaries of General Finance Corporation
31.1 Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a)
31.2 Certification of Chief Financial Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a)
32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350
32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350
23
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
General Finance Corporation and Subsidiaries
(A Development Stage Company)

We have audited the accompanying consolidated balance ~~sheet~~sheets of General Finance Corporation and Subsidiaries (collectively ~~“the Company”~~the “Company”)~~, a development stage company,~~ as of June 30, 2007 and December 31, 2006, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year ~~then ended.~~ended December 31, 2006, the six months ended June 30, 2007, and the period from inception (October 14, 2005) to June 30, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our ~~audit.~~audits. We did not audit the financial statements of the Company for the period from inception (October 14, 2005) to December 31, 2005 which statements reflect a net loss of $3,509. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the operating results of the Company for the period from inception (October 14, 2005) to June 30, 2007, is based solely on the report of the other auditors.

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

In our opinion, based on our audits and the report of other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of General Finance Corporation and Subsidiaries as of June 30, 2007 and December 31, 2006, and the consolidated results of their operations and cash flows for the year ~~then~~ ended December 31, 2006, the six months ended June 30, 2007, and the period from inception (October 14, 2005) to June 30, 2007 in conformity with accounting principles generally accepted in the United States.

~~The accompanying consolidated~~ As indicated in Note 2 to the financial statements, ~~have been prepared assuming that~~in 2007 the Company ~~will continue as a going concern. As discussed~~changed its method of accounting for costs incurred in ~~Note 10, the Company has not commenced operations as of December 31, 2006, but has entered into a contract to acquire~~connection with a business in Australia. If this business combination is not completed, the Company intends to immediately resume the search for another suitable business combination; however, there is no assurance that such a suitable business combination would be identified and consummated within the requisite time periods. In the event a business combination is not accomplished, the Company would be required to distribute the funds held in the Trust Account to the public stockholders. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.acquisition.

/s/ Grobstein, Horwath & Company LLP

Sherman Oaks, California
~~February 21,~~November 9, 2007

25F-1

~~REPORT OF~~ INDEPENDENT ~~REGISTERED PUBLIC ACCOUNTING FIRM~~AUDITORS’ REPORT

~~To the~~ Board of Directors and Stockholders
General Finance Corporation
(A Development Stage Company)

We have audited the accompanying balance sheet of General Finance Corporation (A Development Stage Company) (the "Company") as of December 31, 2005, and the related statements of operations, stockholders’ equity and cash flows for the period from October 14, 2005 (inception) to December 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of General Finance Corporation as of December 31, 2005, and the results of its operations and its cash flows for the period then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ LaRue, Corrigan & McCormick LLP
Woodland Hills, California
January 20, 2006

¨	OR

ý	TRANSITION REPORT PURSUANT TO SECTION 130215(D) OF THE SECURITIES ~~AND~~ EXCHANGE ACT OF 1934
	For the transition period from January 1, 2007 to June 30, 2007

California	(State or other jurisdiction of incorporation or organization)	95-3876317
~~(State or Other Jurisdiction of Incorporation or Organization)~~		(I.R.S. Employer Identification No.)

260 So. Los Robles Avenue, Suite 217 Pasadena, CA ~~91101~~
(Address of ~~Principal Executive Offices, including ZIP Code)~~principal executive offices)

~~(626) 584-9722~~91101 ~~Registrant’s Telephone Number, Including Area Code~~(Zip Code)

Title of each Class		Name of each Exchange on which Registered
Units, each consisting of one share of Common Stock, $0.001 par value, and One Warrant		~~None~~ American Stock Exchange

Common Stock, $0.001 par value	~~None~~	American Stock Exchange

Warrants to Purchase Common Stock	~~None~~	American Stock Exchange

SAFE HARBOR STATEMENT			2 1

PART I			3
~~Item 1.~~	~~Business~~	3
~~Item 1A.~~	~~Risk Factors~~	6
~~Item 1B.~~	~~Unresolved Staff Comments~~	14
~~Item 2.~~	~~Properties~~	15
~~Item 3.~~	~~Legal Proceedings~~	15
~~Item 4.~~	~~Submission of Matters to a Vote of Security Holders~~	152

~~PART II~~	ITEM 1.	16
~~Item 5.~~BUSINESS	~~Market for Registrant’s Common Equity, Related Stockholder Matters~~	2
	~~and Issuer Purchases of Equity Securities~~ITEM 1A.	16
~~Item 6.~~RISK FACTORS	~~Selected Financial Data~~	17
~~Item 7.~~	~~Management’s Discussion and Analysis of Financial Condition and~~	3
	~~Results of Operations~~ITEM 1B.	19UNRESOLVED STAFF COMMENTS	4
~~Item 7A.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~ITEM 2.	23PROPERTIES	4
~~Item 8.~~	~~Financial Statements and Supplementary Data~~ITEM 3.	24LEGAL PROCEEDINGS	4
~~Item 9.~~	~~Changes in and Disagreements with Accountants on Accounting and~~ ~~Financial Disclosure~~ ITEM 4.	38SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	4
~~Item 9A.~~	~~Controls and Procedures~~	38
~~Item 9B.~~PART II.		~~Other Information~~	385

~~PART III~~	ITEM 5.	MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	5
	ITEM 6.	SELECTED FINANCIAL DATA	6
	ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
	ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9
	ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA	10
	ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	10
	ITEM 9A.	CONTROLS AND PROCEDURES	10
	ITEM 9B.	OTHER INFORMATION	10
	39
~~Item 10.~~PART III		~~Directors and Executive Officers of the Registrant~~	39
~~Item 11.~~	~~Executive Compensation~~	39
~~Item 12.~~	~~Security Ownership of Certain Beneficial Owners and Management~~	39
~~Item 13.~~	~~Certain Relationships and Related Transactions~~	39
~~Item 14.~~	~~Principal Accountant Fees and Services~~	3911

~~Part IV~~	ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT	11
	ITEM 11.	EXECUTIVE COMPENSATION	13
	ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	15
	ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	19
	ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	19
	40
~~Item 15.~~PART IV		~~Exhibits and Financial Statement Schedules~~	4020

~~SIGNATURES~~	ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	20

SIGNATURES		41	21

GENERAL FINANCE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS

ASSETS

~~(Mark One)~~
x¨	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Nominee	For		Withheld
David M. Connell		8,776,419		323,945
Manuel Marrero		8,776,419		323,945

	Units				Common Stock				Warrants
	High		Low		High		Low		High		Low
2006:
Fourth Quarter	$	8.60	$	7.81	$	7.70	$	7.25	$	1.15	$	0.62
Third Quarter	$	8.45	$	7.75	$	7.36	$	7.22	$	0.85	$	0.63
Second Quarter	$	8.06	$	7.75	$	7.35	$	7.24	$	0.80	$	0.63

Plan category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights		(b) Weighted-average exercise price of outstanding options, warrants and rights		(c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by security holders		—		—		—
Equity compensation plans not approved by security holders⁽¹⁾		225,000	$	7.30		1,275,000
Total		225,000	$	7.30		1,275,000

	October 14, 2006 (inception) to December 31, 2005			Year Ended December 31, 2006			October 14, 2005 (inception) to December 31, 2006

General and administrative expenses	$	4,000		$	1,171,000		$	1,175,000
Operating (loss)		(4,000	)		(1,171,000	)		(1,175,000	)
Other income:
Interest (expense)		—			(21,000	)		(21,000	)
Interest income		—			1,889,000			1,889,000
Net income (loss)	$	(4,000	)	$	457,000		$	453,000
Net income (loss) per share:
Basic	$	(0.00	)	$	0.06
Diluted		(0.00	)		0.05

Weighted average shares outstanding:
Basic		1,875,000			8,151,000
Diluted		1,875,000			9,637,000

	October 14, 2006 (inception) to December 31, 2005			Year Ended December 31, 2006			Six Months Ended June 30, 2007			October 14, 2005 (inception) to June 30, 2007

General and administrative expenses	$	3,509		$	387,815		$	795,989		$	1,187,313
Operating loss		(3,509	)		(387,815	)		(795,989	)		(1,187,313	)
Other income:
Interest income		--			1,888,503			1,312,169			3,200,672
Interest expense		--			(20,498	)		(72,398	)		(92,896	)
Other, net		--			--			(7,469	)		(7,469	)
Net income (loss)	$	(3,509	)	$	891,090		$	261,513		$	1,149,094
Net income (loss) per share:
Basic	$	(0.00	)	$	0.11		$	0.02
Diluted	$	(0.00	)	$	0.09		$	0.02

Weighted average shares outstanding:
Basic		1,875,000			8,151,369			10,500,000
Diluted	$	1,875,000		$	9,636,545		$	12,704,299

	December 31 , 2005		December 31, 2006		December 31, 2006		June 30, 2007

Cash	$	175,000	$	38,000	$	37,713	$	59,427
Cash equivalents held in trust - restricted		—		68,055,000		68,055,252		68,217,585
Deferred acquisition costs						783,663		1,547,742
Total assets		380,000		69,128,000		69,713,171		71,078,142
Deferred underwriting fees		—		1,380,000		1,380,000		1,380,000
Total liabilities		133,000		3,797,000		3,947,907		4,812,265
Common stock subject to possible conversion		—		13,168,000		13,168,200		13,338,500
Stockholders’ equity		246,000		52,163,000	$	52,597,064	$	52,927,377

	First Quarter			Second Quarter		Third Quarter			Fourth Quarter

Net income (loss)	$	(8,000	)	$	303,000	$	(3,000	)	$	165,000
Basic income (loss) per share		(—	)		0.03		(—	)		0.02
Diluted income (loss) per share		(—	)		0.03		(—	)		0.01

Six Months Ended June 30, 2007	First Quarter			Second Quarter

Net income (loss), as previously reported	$	(180,584	)	$	(34,898	)
Effect of accounting change, net of tax		298,703			178,292
Net income (loss), as restated	$	118,119		$	143,394
Income (loss) per share, as previously reported
Basic	$	(0.02	)	$	(0.00	)
Diluted	$	(0.02	)	$	(0.00	)
Income (loss) per share, as restated
Basic	$	0.01		$	0.01
Diluted	$	0.01		$	0.01

	Payment Due by Year Ending June 30,
Contractual Obligations	Total		2008		2009-2012		2013		2014 and Thereafter
	(in thousands)
Limited recourse revolving line of credit ⁽¹⁾	$	2,441	$	2,441	$	—	$	—	$	—

Total	$	2,441	$	2,441	$	—	$	—	$	—

	Payment Due by Year Ending December 31,
Contractual Obligations	Total		2007		2008-2010		2013		2014 and Thereafter
	(in thousands)
Limited recourse revolving line of credit⁽¹⁾	$	1,301	$	1,301	$	—	$	—	$	—

Total	$	1,301	$	1,301	$	—	$	—	$	—

Index to Financial Statements: of General Finance Corporation (Registrant):

	Report of Independent Registered Public Accounting Firm - Grobstein, Horwath & Company LLP	25F-1

	Independent Auditors’Report of- LaRue, Corrigan ~~&McCormick~~& McCormack LLP	26F-2

	Consolidated Balance Sheets as of December 31, ~~2005~~2006 and ~~2006~~ June 30, 2007	27F-3

	Consolidated Statements of ~~Income~~Operations from inception to December 31, 2005, for the year ended December 31, 2006, for the six months ended June 30, 2007 and from inception ~~through December 31, 2006~~to June 30, 2007	28F-4

	Consolidated Statement of Stockholders’ Equity from inception ~~through~~to December 31, 2005, ~~and~~ for the year ended December 31, 2006 and for the six months ended June 30, 2007	29F-5

	Consolidated Statements of Cash Flows from inception to December 31, 2005, for the year ended December 31, 2006, for the six months ended June 30, 2007 and from inception ~~through December 31, 2006~~to June 30, 2007	30F-6

	Notes to Consolidated Financial Statements	31F-7

Index to Financial Statements: of RWA Holdings Pty Limited (Predecessor):

	Report of Independent Registered Public Accounting Firm - Grobstein, Horwath & Company LLP	P-1

	Consolidated Balance Sheets as of June 30, 2007 and 2006	P-2

	Consolidated Statements of Operations for the years ended June 30, 2007 and 2006, the six months ended June 30, 2005 and the year ended December 31, 2004	P-3

	Consolidated Statement of Changes in Shareholders’ Equity for the years ended June 30, 2007 and 2006, the six months ended June 30, 2005 and the year ended December 31, 2004	P-4

	Consolidated Statements of Cash Flows for the years ended June 30, 2007 and 2006, the six months ended June 30, 2005 and the year ended December 31, 2004	P-5

	Notes to the Consolidated Financial Statements	P-6

Name	Age		Position
Ronald F. Valenta		48	Chief Executive Officer, Secretary and Director
John O. Johnson		46	Chief Operating Officer
Charles E. Barrantes		55	Executive Vice President and Chief Financial Officer
Robert Allan		43	Chief Executive Officer, Royal Wolf
Lawrence Glascott		73	Chairman of the Board of Directors
David M. Connell		63	Director
Manuel Marrero		49	Director
James B. Roszak		66	Director

	Respectfully Submitted,

	David M. Connell, Chairman
	Manuel Marrero
	James B. Roszak

Name and Principal Position	Year			Salary			Bonus			Option Awards (2)		All Other Compensation (3)		Total
Ronald F. Valenta Chief Executive Officer	2007	(1)	$	—		$	—		$	—	$	—	$	—
	2006			—			—			—		—		—

Charles E. Barrantes Chief Financial Officer and Executive Vice President	2007	(1)	$	100,000		$	—		$	68,800	$	3,512	$	172,312
	2006			62,121	(4)		21,742	(4)		42,000		3,361		129,224

Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#)(1) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Exercise Price ($/Sh)		Expiration Date
Ronald F. Valenta		--		--		--		--		--

Charles E. Barrantes		--		225,000		--	$	7.30		9/11/16

	Beneficial Ownership
Name	Number of Shares (1)		Percent of Class (1)
Ronald F. Valenta(2)(3)		2,605,466		24.0	%

John O. Johnson(2)(4)		665,617		6.7	%

James B. Roszak(2)		22,500		(*	)

Lawrence Glascott(2)		22,500		(*	)

Manuel Marrero(2)		22,500		(*	)

David M. Connell(2)		22,500		(*	)

Charles E. Barrantes(2)(5)		45,000		(*	)

Robert Allan(6)		800		(*	)

Gilder, Gagnon, Howe & Co. LLC(7)		1,788,772		18.5	%

Olawalu Holdings, LLC(8)		642,000		6.6	%
2863 S. Western Avenue Palos Verdes, California 90275

Ronald L. Havner, Jr.(9) LeeAnn R. Havner The Havner Family Trust		671,500		6.8	%
c/o Public Storage, Inc. 701 Western Avenue Glendale, California 91201

Jonathan Gallen(10)		1,905,000		18.4	%
299 Park Avenue, 17^th Floor New York, New York 10171

Neil Gagnon(11)		1,810,303		18.7	%
1370 Avenue of the Americas, Suite 2400 New York, New York 10019

Jack Silver(12)		2,071,410		17.8	%
SIAR Capital LLC 660 Madison Avenue New York, New York 10021

All executive officers and directors as a group (8 persons_nine persons)(13)		3,406,883		30.4	%

Director Compensation
Name	Fees Earned or Paid in Cash		Total ($)
Lawrence Glascott	$	4,500	$	4,500

David M. Connell	$	4,500	$	4,500

Manuel Marrero	$	4,500	$	4,500

James B. Roszak	$	4,500	$	4,500

Ronald F. Valenta	$	--	$	--

Annual Retainer—Chairman of the Board	$	40,000
Annual Retainer—Other Directors	$	30,000
Additional Annual Retainer - Audit Committee Chair	$	10,000
Additional Annual Retainer - Compensation Committee Chair	$	7,500
Additional Annual Retainer - Nominating Committee Chair	$	3,000
Board Meeting Attendance Fee—Chairman of the Board	$	2,000
Board Meeting Attendance Fee—Other Directors	$	1,500
Committee Meeting Attendance Fee	$	750
Telephonic Meeting Attendance Fee	$	500

	LCM 2005 and 2006		GHC 2006		GHC 2007
Audit Fees	$	36,033	$	46,385	$	45,773
Audit-Related Fees		26,023		18,709		840
Tax Fees		2,172		650		8,574
All Other Fees		94,203		--		--


	General Finance Corporation

	By:	/s/ Ronald F. Valenta
		Name: Ronald F. Valenta
		Title: Chief Executive Officer

Signature	Title	Date
/s/ Ronald F. Valenta	Chief Executive Officer, Secretary and Director (Principal Executive Officer)	November 9, 2007
Ronald F. Valenta

/s/ Charles E. Barrantes	Executive Vice President & Chief Financial Officer (Principal Accounting and Financial Officer)	November 9, 2007
Charles E. Barrantes

/s/ Lawrence Glascott	Chairman of the Board of Directors	November 9, 2007
Lawrence Glascott

/s/ David M. Connell	Director	November 9, 2007
David M. Connell

/s/ Manuel Marrero	Director	November 9, 2007
Manuel Marrero

/s/ James B. Roszak	Director	November 9, 2007
James B. Roszak

Exhibit Number		Exhibit Description

2.1		Deed of Variation No. 3 dated March 30, 2007, which amended and restated the Share Sale Deed dated September 12, 2006, by and among General Finance Corporation, GFN Australasia Finance Pty. Limited, Bison Capital Australia LP, and the shareholders of RWA Holdings Pty Limited and certain other parties. Incorporated by reference to Annex A to Registrant’s Preliminary Proxy Statement of Schedule 14A filed April 27, 2007.

3.1		Amended and Restated Certificate of Incorporation filed April 4, 2006 (incorporated by reference to Exhibit 3.1 of Registrant’s Form S-1, File No. 333-129830).

3.2		Amended and Restated Bylaws as of April 27, 2007 (incorporated by reference to Exhibit 3.1 of Registrant’s Form 10-Q for the quarter ended June 30, 2007).

4.1		Form of Unit Certificate (incorporated by reference to Exhibit 4.1 of Registrant’s Form S-1, File No. 333-129830).

4.2		Form of Common Stock Certificate (incorporated by reference to Exhibit 4.2 of Registrant’s Form S-1, File No. 333-129830).

4.3		Form of Warrant Certificate (incorporated by reference to Exhibit 4.3 of Registrant’s Form S-1, File No. 333-129830).

10.1		Unit Purchase Option granted to Morgan Joseph & Co. Inc. dated April 10, 2006 (incorporated by reference to Exhibit 10.1 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).

10.2		Warrant Agreement dated April 5, 2006 between Continental Stock Transfer & Trust Company and General Finance Corporation (incorporated by reference to Exhibit 10.2 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).

10.3		Investment Management Trust Agreement dated April 5, 2006 between Continental Stock Transfer & Trust Company and General Finance Corporation (incorporated by reference to Exhibit 10.3 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).

10.4		Stock Escrow Agreement dated April 5, 2006 between General Finance Corporation, Continental Stock Transfer & Trust Company and certain stockholders (incorporated by reference to Exhibit 10.4 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).

10.5		Amended and Restated Warrant Purchase Agreements dated April 5, 2006 by and between Morgan Joseph & Co. Inc and each of Ronald F. Valenta and John O. Johnson (incorporated by reference to Exhibit 10.5 of Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006).

10.6		Amended and Restated Letter Agreement dated March 3, 2006 among the Registrant, Morgan Joseph & Co., and each of David M. Connell, Lawrence Glascott, Manuel Marrero, James B. Roszak, John O. Johnson and Marc Perez; Amended and Restated Letter Agreement dated March 3, 2006 among the Registrant, Morgan Joseph & Co. Inc. and Ronald F. Valenta (incorporated by reference to Exhibit 10.1 of Registrant’s Form S-1, File No. 333-129830).

10.7		Amended and Restated Registration Rights Agreement dated March 3, 2006 by and between the Registrant and each of Ronald F. Valenta, John O. Johnson, Marc Perez, Lawrence Glascott, David M. Connell, Manuel Marrero and James B. Roszak (incorporated by reference to Exhibit 10.5 of Registrant’s Form S-1, File No. 333-129830).

10. 8		Form of Indemnification Agreement by and between the Registrant and each of Ronald F. Valenta, John O. Johnson, Marc Perez, Lawrence Glascott, David M. Connell, Manuel Marrero, James B. Roszak and Charles E. Barrantes (incorporated by reference to Exhibit 10.7 of Registrant’s Form S-1, File No. 333-129830).

10.9		2006 Stock Option Plan (incorporated by reference to Exhibit 10.1 of Registrant’s Form 10-Q for the quarter ended September 30, 2006).

10.10		Forms of Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement used under the 2006 Stock Option Plan (incorporated by reference to Exhibit 10.2 of Registrant’s Form 8-K filed September 12, 2006).

10.11		Employment Agreement dated September 11, 2006 between General Finance Corporation and Charles E. Barrantes (incorporated by reference to Exhibit 10.3 of Registrant’s Form 8-K filed September 12, 2006).

10.12		Fifth Amended and Restated Revolving Line of Credit Agreement, dated as of January 20, 2007, by and between General Finance Corporation and Ronald F. Valenta (incorporated by reference to Exhibit 10.12 of Registrant’s Form 8-K filed September 19, 2007).

10.13		Executive Services Agreement, dated July 4, 2006, between Royal Wolf Trading Australia Pty Ltd and Robert Allan (incorporated by reference to Exhibit 10.13 of Registrant’s Form 8-K filed September 19, 2007).

10.16		Securities Purchase Agreement, dated as of September 13, 2007, among General Finance Corporation, GFN U.S. Australasia Holdings, Inc., GFN Australasia Holdings Pty Limited and Bison Capital Australia, L.P. (incorporated by reference to Exhibit 10.16 of Registrant’s Form 8-K filed September 19, 2007).

10.17		Senior Secured Subordinated Promissory Note, dated September 13, 2007, of GFN Australasia Finance Pty Limited in favor of Bison Capital Australia, L.P. (incorporated by reference to Exhibit 10.17 of Registrant’s Form 8-K filed September 19, 2007).

10.18		Form of Deed of Charge, dated as of September 13, 2007, between each of General Finance Corporation, GFN U.S. Australasia Holdings, Inc., GFN Australasia Holdings Pty Limited and GFN Australasia Finance Pty Limited, respectively, and Bison Capital Australia, L.P. (incorporated by reference to Exhibit 10.18 of Registrant’s Form 8-K filed September 19, 2007).

10.19		Warrants, dated September 13, 2007, of General Finance Corporation in favor of Bison Capital Australia, L.P. (incorporated by reference to Exhibit 10.19 of Registrant’s Form 8-K filed September 19, 2007).

10.20		Registration Rights Agreement dated as of September 13, 2007, between General Finance Corporation and Bison Capital Australia, L.P. (incorporated by reference to Exhibit 10.20 of Registrant’s Form 8-K filed September 19, 2007).

10.21		Guaranty, dated as of September 13, 2007, by General Finance Corporation, GFN U.S. Australasia Holdings, Inc. and GFN Australasia Holdings Pty Limited in favor of Bison Capital Australia, L.P. (incorporated by reference to Exhibit 10.21 of Registrant’s Form 8-K filed September 19, 2007).

10.22		Shareholders Agreement dated as of September 13, 2007, among General Finance Corporation, GFN U.S. Australasia Holdings, Inc. and Bison Capital Australia, L.P. (incorporated by reference to Exhibit 10.22 of Registrant’s Form 8-K filed September 19, 2007).

10.23		Royal Wolf Intercreditor Deed, dated as of September 13, 2007, among General Finance Corporation, Bison Capital Australia, L.P., Royal Wolf Trading Australia Pty Ltd, GFN Australasia Finance Pty Ltd, RWA Holdings Pty Ltd, GFN Australasia Holdings Pty Ltd, Royal Wolf Hi-Tech Pty Ltd, and Australia and New Zealand Banking Group Limited (incorporated by reference to Exhibit 10.23 of Registrant’s Form 8-K filed September 19, 2007).

10.24		Sublease, dated February 7, 2007, between Royal Wolf Trading Australia Pty Ltd and Tyne Container Services Pty Limited (incorporated by reference to Exhibit 10.24 of Registrant’s Form 8-K filed September 19, 2007).

10.25		Commercial Tenancy Agreement, dated October 31, 2006, between Royal Wolf Trading Australasia Pty Ltd and Corporate Banking Services Pty Ltd (incorporated by reference to Exhibit 10.25 of Registrant��s Form 8-K filed September 19, 2007).

10.26		Lease, dated October 1, 2006, between Royal Wolf Trading Australia Pty Ltd and GPF No. 3 Pty (incorporated by reference to Exhibit 10.26 of Registrant’s Form 8-K filed September 19, 2007).

10.27		Letter of Offer, dated September 10, 2007, to Royal Wolf Australia Group from Australia and New Zealand Banking Group Limited (incorporated by reference to Exhibit 10.27 of Registrant’s Form 8-K filed September 19, 2007).

10.28		Cross Guarantee and Indemnity, dated September 13, 2007, by GFN Australasia Holdings Pty Limited, GFN Australasia Finance Pty Limited, Royal Wolf Trading Australia Pty Limited, RWA Holdings Pty Limited and Royal Wolf Hi-Tech Ltd in favor of Australia and New Zealand Banking Group Limited (incorporated by reference to Exhibit 10.28 of Registrant’s Form 8-K filed September 19, 2007).

21.1		Subsidiaries of General Finance Corporation

31.1		Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a)

31.2		Certification of Chief Financial Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a)

32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350

32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350

	December 31, 2006		June 30, 2007
Current assets:	(as restated)		(as restated)

Cash	$	37,713	$	59,427
Cash equivalents held in trust account - restricted		68,055,252		68,217,585
Prepaid expenses		19,125		111,375
Total current assets		68,112,090		68,388,387
Office equipment, net		2,871		2,349
Deferred income taxes		--		131,827
Deferred acquisition costs		783,663		1,547,742
Other assets		814,547		1,007,837
Total assets	$	69,713,171	$	71,078,142

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	462,224	$	660,366
Accrued liabilities, including accrued interest of $20,498 in 2006 and $91,253 in 2007 on borrowings from related party		77,083		244,699
Income taxes payable		560,800		177,200
Deferred underwriting fees		1,380,000		1,380,000
Borrowings from related party		1,280,000		2,350,000
Total current liabilities		3,760,107		4,812,265
Deferred income taxes		187,800		--
Common stock subject to possible conversion,
1,724,138 shares at conversion value		13,168,200		13,338,500

Commitments		--		--

Stockholders’ equity:
Preferred stock, $.0001 par value: 1,000,000 shares authorized; no shares outstanding		--		--
Common stock, $.0001 par value: 100,000,000 shares authorized;
10,500,000 shares outstanding (including 1,724,138 shares subject to possible conversion)		1,050		1,050
Additional paid-in capital		51,708,433		51,777,233
Earnings accumulated during the development stage		887,581		1,149,094
Total stockholders’ equity		52,597,064		52,927,377
Total liabilities and stockholders’ equity	$	69,713,171	$	71,078,142

	December 31, 2005			December 31, 2006
ASSETS
Current assets:
Cash	$	175,375		$	37,713
Cash equivalents held in trust account - restricted		—			68,055,252
Prepaid insurance		—			19,125
Total current assets		175,375			68,112,090
Office equipment, net		—			2,871
Deferred income taxes		—			198,300
Other assets		204,181			814,547
Total assets	$	379,556		$	69,127,808

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	108,116		$	462,224
Accrued liabilities, including accrued interest of $20,498 in 2006 on borrowings from related party		24,949			77,083
Income taxes payable		—			597,500
Deferred underwriting fees		—			1,380,000
Borrowings from related party		—			1,280,000
Total current liabilities		133,065			3,796,807
Common stock subject to possible conversion,
1,724,138 shares at conversion value		—			13,168,200

Commitments		—			—

Stockholders’ equity:
Preferred stock, $.0001 par value: 1,000,000 shares authorized; no shares outstanding		—			—
Common stock, $.0001 par value: 100,000,000 shares authorized;
1,875,000 shares outstanding in 2005 and 10,500,000 shares outstanding (including 1,724,138 shares subject to possible conversion) in 2006		188			1,050
Additional paid-in capital		249,812			51,708,433
Earnings accumulated during the development stage		(3,509	)		453,318
Total stockholders’ equity		246,491			52,162,801
Total liabilities and stockholders’ equity	$	379,556		$	69,127,808

	Common Stock				Additional Paid-In			Earnings Accumulated During the Development			Total Stockholders’
	Shares		Amount		Capital			Stage			Equity

Balance at October 14, 2005 (inception)		--	$	--	$	--		$	--		$	--

Sale of common stock to initial stockholder on October 14, 2005		1,875,000		188		249,812			--			250,000

Net loss		--		--		--			(3,509	)		(3,509	)

Balance at December 31, 2005		1,875,000		188		249,812			(3,509	)		246,491

Sale of warrants on April 10, 2006		--		--		700,000			--			700,000

Sale of 7,500,000 units and underwriters’ purchase option, net of underwriters’ discount and offering expenses on April 10, 2006		7,500,000		750		55,254,754			--			55,255,504
Sale of 1,125,000 units for over-allotment on April 13, 2006		1,125,000		112		8,319,667			--			8,319,779

Proceeds subject to possible conversion of 1,724,138 shares		--		--		(12,857,800	)		--			(12,857,800	)

Share-based compensation		--		--		42,000			--			42,000

Net income (as restated)		--		--		--			891,090			891,090

Balance at December 31, 2006		10,500,000		1,050		51,708,433			887,581			52,597,064

Share-based compensation		--		--		68,800			--			68,800

Net income (as restated)		--		--		--			261,513			261,513

Balance at June 30, 2007		10,500,000	$	1,050	$	51,777,233		$	1,149,094		$	52,927,377

	October 14, 2005 (inception) to December 31, 2005			Year Ended December 31, 2006			Six Months Ended June 30, 2007			October 14, 2005 (inception) to June 30, 2007
Cash flows from operating activities
Net income (loss)	$	(3,509	)	$	891,090		$	261,513		$	1,149,094
Depreciation and amortization		--			722			707			1,429
Share-based compensation expense		--			42,000			68,800			110,800
Deferred income taxes		--			187,800			(319,627	)		(131,827	)
Changes in operating assets and liabilities:
Prepaid expenses		--			(19,125	)		(92,250	)		(111,375	)
Other assets		(71,116	)		200,493			--			(3,688	)
Accounts payable and accrued liabilities		--			406,242			365,758			905,065
Income taxes payable		--			560,800			(383,600	)		177,200
Interest deferred for common stock subject to possible conversion, net of income tax effect		--			310,400			170,300			480,700
Net cash provided (used) by operating activities		(74,625	)		2,580,422			71,601			2,577,398

Cash flows from investing activities:
Deposit related to proposed acquisition		--			(811,320	)		(193,475	)		(1,004,795	)
Acquisition costs		--			(783,663	)		(764,079	)		(1,547,742	)
Purchases of office equipment		--			(3,132	)		--			(3,132	)
Cash equivalents held in trust account		--			(68,055,252	)		(162,333	)		(68,217,585	)
Net cash used by investing activities		--			(69,653,367	)		(1,119,887	)		(70,773,254	)

Cash flows from financing activities:
Borrowings from revolving line of credit with related party		--			1,280,000			1,070,000			2,350,000
Proceeds from sale of units, net		--			64,955,283			--			64,955,283
Proceeds from private placement		--			700,000			--			700,000
Proceeds from sale of common stock to initial stockholder		250,000			--			--			250,000
Net cash provided by financing activities		250,000			66,935,283			1,070,000			68,255,283

Net increase (decrease) in cash		175,375			(137,662	)		21,714			59,427

Cash at beginning of period		--			175,375			37,713			-
Cash at end of period	$	175,375		$	37,713		$	59,427		$	59,427
Non-cash financing activity:
Accrued deferred underwriting fees		--		$	1,380,000		$	1,380,000		$	1,380,000
Accrued deferred offering costs	$	133,065			--			--			--

	October 14, 2005 (inception) to December 31, 2005		Year Ended December 31, 2006
Basic		1,875,000		8,151,369
Assumed conversion of warrants		—		1,481,590
Assumed conversion of stock options		—		3,586
		1,875,000		9,636,545