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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended December 31, 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  ̈
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller Reporting Company o
 þ o




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PagePart I. Financial Information:Item 1 Financial Statements:Condensed Balance Sheet at December 31, 2008 (Unaudited) and March 31, 2008
    
    
    3Condensed Statements of Operations (Unaudited) for the Three and Nine Months Ended December
31, 2008, for the Three Months Ended December 31, 2007, and for the Period July 3, 2007
(inception) through December 31, 2008
    
    
    4Condensed Statement of Stockholders Equity (Unaudited) for the Period July 3,
2007 (inception) to December 31, 2008
    
    
    5Condensed Statements of Cash Flows (Unaudited) for the Nine Months Ended
December 31, 2008, for the Period July 3, 2007 (inception) to December 31, 2007, and for
the Period July 3, 2007 (inception) to December 31, 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:Item 2  Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 6  Exhibits
    
    
    18Signatures
    
    
    19EX-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
 December 31,
    
    
    March 31,2008
    
    
    2008(unaudited)
    
    
    (audited)AssetsCurrent assets:Cash
    
    $
    143,614
    
    
    $
    219,001Cash held in trust fund
    
    
    288,893,218
    
    
    
    287,574,981Prepaid expense
    
    
    30,325
    
    
    
    97,300Total current assets
    
    
    289,067,157
    
    
    
    287,891,282Deferred tax asset
    
    
    
    
    
    
    93,538Total assets
    
    $
    289,067,157
    
    
    $
    287,984,820Liabilities and stockholders equityCurrent liabilities:Accrued accounting fees payable
    
    $
    14,500
    
    
    $
    20,000Income tax payable
    
    
    639,606
    
    
    
    857,881Deferred offering costs
    
    
    14,375,000
    
    
    
    14,375,000Accrued payable, stockholders
    
    
    4,981
    
    
    
    33,816Total current liabilities
    
    $
    15,034,087
    
    
    $
    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
    
    
    2,229,997
    
    
    
    895,050Total stockholders equity
    
    
    188,195,580
    
    
    
    186,860,633Total liabilities and stockholders equity
    
    $
    289,067,157
    
    
    $
    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 Nine Months Ended December 31, 2008,
the Three Months Ended December 31, 2007,
And the Period July 3, 2007 (inception) to December 31, 2008
 For the periodFor the Three
    
    
    For the Three
    
    
    For the Nine
    
    
    July 3, 2007Months Ended
    
    
    Months Ended
    
    
    Months Ended
    
    
    (inception) toDecember 31, 2008
    
    
    December 31, 2007
    
    
    December 31, 2008
    
    
    December 31, 2008Formation and operating
costs
    
    $
    132,476
    
    
    $
    3,679
    
    
    $
    300,679
    
    
    $
    477,488Accounting fees
    
    
    48,000
    
    
    
    27,500
    
    
    
    132,224
    
    
    
    197,224Operating loss
    
    
    (180,476
    )
    
    
    (31,179
    )
    
    
    (432,903
    )
    
    
    (674,712
    )Interest income
    
    
    719,515
    
    
    
    520,166
    
    
    
    3,038,807
    
    
    
    4,940,009Income before income taxes
    
    
    539,039
    
    
    
    488,987
    
    
    
    2,605,904
    
    
    
    4,265,297Provision for income taxes
    
    
    260,609
    
    
    
    220,718
    
    
    
    1,270,957
    
    
    
    2,035,300Net income
    
    $
    278,430
    
    
    $
    268,269
    
    
    $
    1,334,947
    
    
    $
    2,229,997Weighted average number
of common shares
outstandingBasic
    
    
    35,937,500
    
    
    
    9,450,967
    
    
    
    35,937,500
    
    
    
    27,160,078Diluted
    
    
    45,023,182
    
    
    
    11,223,615
    
    
    
    45,715,448
    
    
    
    33,926,757Net income per common
shareBasic
    
    $
    .01
    
    
    $
    .03
    
    
    $
    .04
    
    
    $
    .08Diluted
    
    $
    .01
    
    
    $
    .02
    
    
    $
    .03
    
    
    $
    .07
 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 December 31, 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 December 31, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,334,947
    
    
    
    1,334,947Balances, at December 31, 2008 (unaudited)
    
    
    35,937,500
    
    
    $
    2,732
    
    
    $
    185,962,851
    
    
    $
    2,229,997
    
    
    $
    188,195,580
 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 Nine Months Ended December 31, 2008,
for the period from July 3, 2007 (inception) to December 31, 2007
and for the period from July 3, 2007 (inception) to December 31, 2008
 For the period
    
    
    
    
    
    
    For the periodJuly 3, 2007
    
    
    For the Nine
    
    
    July 3, 2007(inception) to
    
    
    Months Ended
    
    
    (inception) toDecember 31, 2007
    
    
    December 31, 2008
    
    
    December 31, 2008Cash flows from operating activitiesNet income
    
    $
    250,469
    
    
    $
    1,334,947
    
    
    $
    2,229,997Adjustment to reconcile net income to net cash
provided by operating activities:Change in operating assets and liabilities:Prepaid expense
    
    
    
    
    
    
    66,975
    
    
    
    (30,325
    )Deferred tax asset
    
    
    (22,017
    )
    
    
    93,538
    
    
    
    Accrued expenses
    
    
    29,500
    
    
    
    (5,500
    )
    
    
    14,500Accrued filing fees payable
    
    
    
    
    
    
    
    
    
    
    Accrued payable, stockholders
    
    
    
    
    
    
    (28,835
    )
    
    
    4,981Income tax payable
    
    
    242,735
    
    
    
    (218,275
    )
    
    
    639,606Net cash provided by operating activities
    
    
    500,687
    
    
    
    1,242,850
    
    
    
    2,858,759Cash flows from investing activitiesCash held in trust fund
    
    
    (286,645,166
    )
    
    
    (1,318,237
    )
    
    
    (288,893,218
    )Net cash used in investing activities
    
    
    (286,645,166
    )
    
    
    (1,318,237
    )
    
    
    (288,893,218
    )Cash flows from financing activitiesGross proceeds from initial public offering
    
    
    287,500,000
    
    
    
    
    
    
    
    287,500,000Proceeds from notes payable, stockholders
    
    
    100,000
    
    
    
    
    
    
    
    100,000Repayment of notes payable, stockholders
    
    
    
    
    
    
    
    
    
    
    (100,000
    )Proceeds from issuance of common stock
    
    
    25,000
    
    
    
    
    
    
    
    25,000Proceeds from issuance of founders warrants
    
    
    5,000,000
    
    
    
    
    
    
    
    5,000,000Payment of offering costs
    
    
    (6,205,400
    )
    
    
    
    
    
    
    (6,346,927
    )Net cash provided by financing activities
    
    
    286,419,600
    
    
    
    
    
    
    
    286,178,073Net increase (decrease) in cash
    
    
    275,121
    
    
    
    (75,387
    )
    
    
    143,614Cash, beginning of period
    
    
    
    
    
    
    219,001
    
    
    
    Cash, end of period
    
    $
    275,121
    
    
    $
    143,614
    
    
    $
    143,614
 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
   11




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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
   C. Common Stock, Subject to Possible Conversion
  D. Stockholders Equity
  E. Initial Public Offering
   12




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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
  F. Related Party Transactions
    13




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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
    G. Income Taxes
  Current:Federal
    
    $
    783,957State & Local
    
    
    487,000Current provision for income taxes
    
    $
    1,270,957
  
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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
     15




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Income Taxes
  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 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
      
 ITEM 6. EXHIBITS
 (a)
    
    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: February 6, 2009/s/ Joel J. Horowitz

Chief Executive Officer and Treasurer (Principal
Executive Officer and Principal Financial and
Accounting Officer)
 19