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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period endedSeptember 30, 2008
 o
    
    Transition report under Section 13 or 15(d) of the Exchange Act
 For the transition period from  to
 Commission File Number 001-33855
 Global Brands Acquisition Corp.
  Delaware
    
    26-0482599(State or other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer
Identification No.)
 11 West 42nd Street, 21st Floor, New York, New York 10036
 (Issuers Telephone Number, Including Area Code)
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   þ
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 þ o




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PagePart I. Financial Information:
    
    3Item 1 Financial Statements:
    
    3Condensed Balance Sheet at September 30, 2008 (Unaudited) and March 31, 2008
    
    3Condensed Statements of Operations (Unaudited) for the Three and Six Months Ended September
30, 2008, for the Period July 3, 2007 (inception) through
September 30, 2007, and for the Period July 3, 2007 (inception) through
September 30, 2008
    
    4Condensed Statement of Stockholders Equity (Unaudited) for the Period July 3,
2007 (inception) to September 30, 2008
    
    5Condensed Statements of Cash Flows (Unaudited) for the Six Months Ended
September 30, 2008, for the Period July 3, 2007 (inception) to September 30, 2007, and
for the Period July 3, 2007 (inception) to September 30, 2008
    
    6Notes to Unaudited Condensed Financial Statements
    
    7Item 2  Managements Discussion and Analysis of Financial Condition
And Results of Operations
    
    15Item 4  Controls and Procedures
    
    17Part II. Other Information:
    
    18Item 1A  Risk Factors
    
    18Item 2  Unregistered Sales of Equity Securities and Use of Proceeds
    
    18Item 6  Exhibits
    
    19Signatures
    
    20Certifications
    
    21EX-31: CERTIFICATIONEX-32: CERTIFICATION
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Part I: Financial Information
 
 Item 1  Financial Statements (Unaudited)
 Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
 
 Condensed Balance Sheet
 September 30,
    
    
    March 31,2008
    
    
    2008(unaudited)
    
    
    (audited)AssetsCurrent assets:Cash
    
    $
    220,643
    
    
    $
    219,001Cash held in trust fund
    
    
    288,464,538
    
    
    
    287,574,981Prepaid expense
    
    
    52,650
    
    
    
    97,300Total current assets
    
    
    288,737,831
    
    
    
    287,891,282Deferred tax asset
    
    
    
    
    
    
    93,538Total assets
    
    $
    288,737,831
    
    
    $
    287,984,820Liabilities and stockholders equityCurrent liabilities:Accrued accounting fees payable
    
    $
    14,500
    
    
    $
    20,000Income tax payable
    
    
    561,711
    
    
    
    857,881Deferred offering costs
    
    
    14,375,000
    
    
    
    14,375,000Accrued payable, stockholders
    
    
    31,980
    
    
    
    33,816Total current liabilities
    
    $
    14,983,191
    
    
    $
    15,286,697Common stock, subject to possible conversion, 8,624,999
shares at conversion value at initial public offering
    
    
    85,837,490
    
    
    
    85,837,490CommitmentsStockholders equity:Preferred stock; $.0001 par value; 1,000,000 shares
authorized; none issuedCommon stock; $.0001 par value; authorized 90,000,000
shares; 35,937,500 (less 8,624,999 shares subject
to possible conversion) shares issued and
outstanding
    
    
    2,732
    
    
    
    2,732Additional paid-in capital
    
    
    185,962,851
    
    
    
    185,962,851Earnings accumulated during the development stage
    
    
    1,951,567
    
    
    
    895,050Total stockholders equity
    
    
    187,917,150
    
    
    
    186,860,633Total liabilities and stockholders equity
    
    $
    288,737,831
    
    
    $
    287,984,820
 The accompanying notes are an integral part of these condensed financial statements (unaudited).
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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
 
 Condensed Statements of Operations
(unaudited)
For the Three and Six Months Ended September 30, 2008,
the Period July 3, 2007 (inception) to September 30, 2007,
And the Period July 3, 2007 (inception) to September 30, 2008
 For the period
    
    
    
    
    
    
    
    
    
    
    For the periodJuly 3, 2007
    
    
    For the period
    
    
    
    
    
    
    July 3, 2007(inception) to
    
    
    from July 1,
    
    
    For the period from
    
    
    (inception) toSeptember 30,
    
    
    2008 to Sept. 30,
    
    
    April 1, 2008 to
    
    
    September 30,2007
    
    
    2008
    
    
    Sept. 30, 2008
    
    
    2008Formation and operating costs
    
    $
    300
    
    
    $
    76,740
    
    
    $
    168,203
    
    
    $
    345,012Accounting fees
    
    
    17,500
    
    
    
    9,724
    
    
    
    84,224
    
    
    
    149,224Operating loss
    
    
    (17,800
    )
    
    
    (86,464
    )
    
    
    (252,427
    )
    
    
    (494,236
    )Interest income
    
    
    
    
    
    
    1,130,171
    
    
    
    2,319,292
    
    
    
    4,220,494Income (loss) before income taxes
    
    
    (17,800
    )
    
    
    1,043,707
    
    
    
    2,066,865
    
    
    
    3,726,258Provision for income taxes
    
    
    
    
    
    
    505,707
    
    
    
    1,010,348
    
    
    
    1,774,691Net income (loss)
    
    $
    (17,800
    )
    
    $
    538,000
    
    
    $
    1,056,517
    
    
    $
    1,951,567Weighted average number of
common shares outstandingBasic
    
    
    7,187,500
    
    
    
    35,937,500
    
    
    
    35,937,500
    
    
    
    25,385,302Diluted
    
    
    7,187,500
    
    
    
    46,338,074
    
    
    
    46,052,229
    
    
    
    31,679,517Net income per common shareBasic
    
    $
    
    
    
    $
    .01
    
    
    $
    .03
    
    
    $
    .08Diluted
    
    $
    
    
    
    $
    .01
    
    
    $
    .02
    
    
    $
    .06
 The accompanying notes are an integral part of these condensed financial statements (unaudited).
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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
 
 Condensed Statement of Stockholders Equity
(unaudited)
For the Period July 3, 2007 (inception) to September 30, 2008
 EarningsAdditional
    
    accumulated
    
    TotalCommon Stock
    
    paid-in
    
    during
    
    stockholdersShares
    
    Amount
    
    capital
    
    development stage
    
    equityCommon shares issued at inception
    
    
    7,187,500
    
    
    $
    719
    
    
    $
    24,281
    
    
    $
    
    
    
    $
    25,000Sale of 28,750,000 units, net of underwriters discount and offering
expenses (includes 8,624,999 shares subject to possible conversion)
    
    
    28,750,000
    
    
    
    2,875
    
    
    
    266,775,198
    
    
    
    
    
    
    
    266,778,073Proceeds subject to possible conversion of 8,624,999 shares
    
    
    
    
    
    
    (862
    )
    
    
    (85,836,628
    )
    
    
    
    
    
    
    (85,837,490
    )Proceeds from issuance of founders warrants
    
    
    
    
    
    
    
    
    
    
    5,000,000
    
    
    
    
    
    
    
    5,000,000Net income for the period from July 3, 2007 (inception) to March 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    895,050
    
    
    
    895,050Balances, at March 31, 2008
    
    
    35,937,500
    
    
    
    2,732
    
    
    
    185,962,851
    
    
    
    895,050
    
    
    
    186,860,633Net income for the period from April 1, 2008 to September 30, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,056,517
    
    
    
    1,056,517Balances, at September 30, 2008 (unaudited)
    
    
    35,937,500
    
    
    $
    2,732
    
    
    $
    185,962,851
    
    
    $
    1,951,567
    
    
    $
    187,917,150
 The accompanying notes are an integral part of these condensed financial statements (unaudited).
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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
 
 Condensed Statements of Cash Flows
(unaudited)
For the Six Months Ended September 30, 2008,
for the period from July 3, 2007 (inception) to September 30, 2007
and for the period from July 3, 2007 (inception) to September 30, 2008
 For the period
    
    
    
    
    
    
    For the periodJuly 3, 2007
    
    
    For the period from
    
    
    July 3, 2007(inception) to
    
    
    April 1, 2008 to
    
    
    (inception) toSeptember 30, 2007
    
    
    Sept. 30, 2008
    
    
    September 30, 2008Cash flows from operating activitiesNet income (loss)
    
    $
    (17,800
    )
    
    $
    1,056,517
    
    
    $
    1,951,567Adjustment to reconcile net income to net cash
provided by
operating activities:Change in operating assets and liabilities:Prepaid expense
    
    
    
    
    
    
    44,650
    
    
    
    (52,650
    )Deferred tax asset
    
    
    
    
    
    
    93,538
    
    
    
    Accrued expenses
    
    
    17,800
    
    
    
    (5,500
    )
    
    
    14,500Accrued filing fees payable
    
    
    (83,758
    )
    
    
    
    
    
    
    Accrued payable, stockholders
    
    
    (12,500
    )
    
    
    (1,836
    )
    
    
    31,980Income tax payable
    
    
    
    
    
    
    (296,170
    )
    
    
    561,711Net cash provided by operating activities
    
    
    (96,258
    )
    
    
    891,199
    
    
    
    2,507,108Cash flows from investing activitiesCash held in trust fund
    
    
    
    
    
    
    (889,557
    )
    
    
    (288,464,538
    )Net cash used in investing activities
    
    
    
    
    
    
    (889,557
    )
    
    
    (288,464,538
    )Cash flows from financing activitiesGross proceeds from initial public offering
    
    
    
    
    
    
    
    
    
    
    287,500,000Proceeds from notes payable, stockholders
    
    
    100,000
    
    
    
    
    
    
    
    Proceeds from issuance of common stock
    
    
    25,000
    
    
    
    
    
    
    
    25,000Proceeds from issuance of founders warrants
    
    
    
    
    
    
    
    
    
    
    5,000,000Payment of offering costs
    
    
    
    
    
    
    
    
    
    
    (6,346,927
    )Net cash provided by financing activities
    
    
    125,000
    
    
    
    
    
    
    
    286,178,073Net increase (decrease) in cash
    
    
    28,742
    
    
    
    1,642
    
    
    
    220,643Cash, beginning of period
    
    
    
    
    
    
    219,001
    
    
    
    Cash, end of period
    
    $
    28,742
    
    
    $
    220,643
    
    
    $
    220,643
 The accompanying notes are an integral part of these condensed financial statements (unaudited).
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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
 
  A. Description of Organization and Business Operations
 Accounting and Reporting By Development Stage Enterprises, st
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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
      B. Summary of Significant Accounting Policies
 Development Stage Company
 Accounting and Reporting by
Development Stage Enterprises.
 Basis of Presentation
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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
  Comprehensive Income
  Net Income per Common Share
 Earnings Per Share,
 Concentration of Credit Risk
  Fair Value of Financial Instruments
 Disclosure About Fair Value of Financial Instruments,
 Use of Estimates
  Cash and Cash Equivalents
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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
  Cash Held in Trust Fund
  Deferred Offering Costs
  Income Tax
 Accounting for Income Taxes
  Recently Issued Accounting Standards
 Fair Value Measurements
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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
   The Fair Value Option for Financial Assets and
Financial Liabilities
 Business Combinations Noncontrolling interests in Consolidated Financial Statements, an amendment of ARB No. 51
 C. Common Stock, Subject to Possible Conversion
  D. Stockholders Equity
  11




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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
   E. Initial Public Offering
   F. Related Party Transactions
  12




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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
      G. Income Taxes
  13




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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
  Current:Federal
    
    $
    620,013State & Local
    
    
    390,335Current provision for income taxes
    
    $
    1,010,348
  
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ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Forward Looking Statements
  Overview
  Results of Operations
     Income Taxes
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Financial Condition and Liquidity
     16




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ITEM 4.
    
    CONTROLS AND PROCEDURES.
     Limitations on the Effectiveness of Controls
  17




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PART II
 OTHER INFORMATION
 
 ITEM 1A. RISK FACTORS
  The current global credit crisis could make it more difficult for us to obtain additional
financing, if required, to complete an initial business combination or to fund the operations and
growth of the target business.
  
 ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    18




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ITEM 6. EXHIBITS
  31
    
    Section 302 Certification by Chief Executive Officer and Treasurer32
    
    Section 906 Certification by Chief Executive Officer and
Treasurer
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SIGNATURES
  GLOBAL BRANDS ACQUISITION CORP.Dated: November 13, 2008/s/ Joel J. HorowitzChief Executive Officer and Treasurer (PrincipalExecutive Officer and Principal Financial and
Accounting Officer) 20