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 September 30, 2009
 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
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 11 West 42nd Street, 21st Floor, New York, New York 10036
 (212) 201-8118
 þ o
 o o
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o (Do not check if smaller reporting company)
Smaller reporting company o þ o




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PART I FINANCIAL INFORMATION
    
    
    2Item 1.   Financial Statements
    
    
    2Item 2.   Managements Discussion And Analysis Of Financial Condition And Results Of Operations
    
    
    15Item 4.   Controls and Procedures
    
    
    17PART II OTHER INFORMATION
    
    
    18Item 2.   Unregistered Sales Of Equity Securities And Use Of Proceeds
    
    
    18Item 4.   Submission of Matters to a Vote of Security Holders
    
    
    18Item 6.   Exhibits
    
    
    19SIGNATURES
    
    
    20
 1




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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 31,2009
    
    
    2009(unaudited)
    
    
    (audited)AssetsCurrent assets:Cash
    
    $
    203,400
    
    
    $
    136,690Cash held in trust fund
    
    
    287,254,449
    
    
    
    288,540,957Income tax receivable
    
    
    389,914
    
    
    
    Prepaid expense
    
    
    29,960
    
    
    
    8,000Total assets
    
    $
    287,877,723
    
    
    $
    288,685,647Liabilities and stockholders equityCurrent liabilities:Accrued professional and other fees payable
    
    $
    55,000
    
    
    $
    55,000Income tax payable
    
    
    
    
    
    
    360,361Deferred offering costs
    
    
    14,375,000
    
    
    
    14,375,000Accrued payable, stockholders
    
    
    19,599
    
    
    
    4,647Total current liabilities
    
    $
    14,449,599
    
    
    $
    14,795,008Common 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
    
    
    1,625,051
    
    
    
    2,087,566Total stockholders equity
    
    
    187,590,634
    
    
    
    188,053,149Total liabilities and stockholders equity
    
    $
    287,877,723
    
    
    $
    288,685,647
 The accompanying notes are an integral part of these condensed financial statements (unaudited).
 2




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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, 2009,
And the Period July 3, 2007 (inception) to September 30, 2009
 For the periodFor the Three
    
    
    For the Three
    
    
    For the Six
    
    
    For the Six
    
    
    July 3, 2007Months ended
    
    
    Months ended
    
    
    Months ended
    
    
    Months ended
    
    
    (inception) toSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009Formation and operating costs
    
    $
    363,481
    
    
    $
    76,740
    
    
    $
    568,339
    
    
    $
    168,203
    
    
    $
    1,356,541Professional and other fees
    
    
    15,000
    
    
    
    9,724
    
    
    
    30,000
    
    
    
    84,224
    
    
    
    272,724Operating loss
    
    
    (378,481
    )
    
    
    (86,464
    )
    
    
    (598,339
    )
    
    
    (252,427
    )
    
    
    (1,629,265
    )Interest income
    
    
    21,654
    
    
    
    1,130,171
    
    
    
    57 ,558
    
    
    
    2,319,292
    
    
    
    5,085,776Income (loss) before income taxes
    
    
    (356,827
    )
    
    
    1,043,707
    
    
    
    (540,781
    )
    
    
    2,066,865
    
    
    
    3,456,511Provision (benefit) for income taxes
    
    
    4,736
    
    
    
    505,707
    
    
    
    (78,266
    )
    
    
    1,010,348
    
    
    
    1,831,460Net income (loss)
    
    $
    (361,563
    )
    
    $
    538,000
    
    
    $
    (462,515
    )
    
    $
    1,056,517
    
    
    $
    1,625,051Weighted average number of
common shares outstandingBasic
    
    
    35,937,500
    
    
    
    35,937,500
    
    
    
    35,937,500
    
    
    
    35,937,500
    
    
    
    30,082,317Diluted
    
    
    47,744,931
    
    
    
    46,338,074
    
    
    
    47,430,948
    
    
    
    46,052,229
    
    
    
    38,334,145Net income per common shareBasic
    
    $
    (.01
    )
    
    $
    .01
    
    
    $
    (.01
    )
    
    $
    .03
    
    
    $
    .05Diluted
    
    $
    (.01
    )
    
    $
    .01
    
    
    $
    (.01
    )
    
    $
    .02
    
    
    $
    .04
 The accompanying notes are an integral part of these condensed financial statements (unaudited).
 3




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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, 2009
 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, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,087,566
    
    
    
    2,087,566Balances, at March 31, 2009
    
    
    35,937,500
    
    
    
    2,732
    
    
    
    185,962,851
    
    
    
    2,087,566
    
    
    
    188,053,149Net (loss) for the period from April 1, 2009 to September 30, 2009
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (462,515
    )
    
    
    (462,515
    )Balances, at September 30, 2009 (unaudited)
    
    
    35,937,500
    
    
    $
    2,732
    
    
    $
    185,962,851
    
    
    $
    1,625,051
    
    
    $
    187,590,634
 The accompanying notes are an integral part of these condensed financial statements (unaudited).
 4




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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 and 2009
and for the period from July 3, 2007 (inception) to September 30, 2009
 For the periodFor the Six Months
    
    
    For the Six Months
    
    
    July 3, 2007Ended September
    
    
    Ended September
    
    
    (inception) to30, 2009
    
    
    30, 2008
    
    
    September 30, 2009Cash flows from operating activitiesNet income (loss)
    
    $
    (462,515
    )
    
    $
    1,056,517
    
    
    $
    1,625,051Adjustment to reconcile net income to net cash provided
by
operating activities:Change in operating assets and liabilities:Income tax receivable
    
    
    (389,914
    )
    
    
    
    
    
    
    (389,914
    )Prepaid expense
    
    
    (21,960
    )
    
    
    44,650
    
    
    
    (29,960
    )Deferred tax asset
    
    
    
    
    
    
    93,538
    
    
    
    Accrued expenses
    
    
    
    
    
    
    (5,500
    )
    
    
    55,000Accrued payable, stockholders
    
    
    14,952
    
    
    
    (1,836
    )
    
    
    19,599Income tax payable
    
    
    (360,361
    )
    
    
    (296,170
    )
    
    
    Net cash provided by operating activities
    
    
    (1,219,798
    )
    
    
    891,199
    
    
    
    1,279,776Cash flows from investing activitiesCash held in trust fund
    
    
    1,286,508
    
    
    
    (889,557
    )
    
    
    (287,254,449
    )Net cash used in investing activities
    
    
    1,286,508
    
    
    
    (889,557
    )
    
    
    (287,254,449
    )Cash flows from financing activitiesGross proceeds from initial public offering
    
    
    
    
    
    
    
    
    
    
    287,500,000Proceeds from issuance of common stock
    
    
    
    
    
    
    
    
    
    
    25,000Proceeds from issuance of founders warrants
    
    
    
    
    
    
    
    
    
    
    5,000,000Payment of offering costs
    
    
    
    
    
    
    
    
    
    
    (6,346,927
    )Net cash provided by financing activities
    
    
    
    
    
    
    
    
    
    
    286,178,073Net increase (decrease) in cash
    
    
    66,710
    
    
    
    1,642
    
    
    
    203,400Cash, beginning of period
    
    
    136,690
    
    
    
    219,001
    
    
    
    Cash, end of period
    
    $
    203,400
    
    
    $
    220,643
    
    
    $
    203,400
 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
 Development State Entities, st
   6




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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
       B. Summary of Significant Accounting Policies
 Development Stage Company
 .
 Basis of Presentation
  7




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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
   Comprehensive Income
  Net Income (Loss) per Common Share
 Earnings Per Share,
 Concentration of Credit Risk
  Fair Value of Financial Instruments
 Financial Instruments,
 Use of Estimates
  8




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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
  Cash and Cash Equivalents
  Cash Held in Trust Fund
  Deferred Offering Costs
  Income Tax
 Income Taxes
 Income Taxes
 9




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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
  Recently Issued Accounting Standards
  Fair Value Measurements
 Fair Value Measurements
 Subsequent Events
  10




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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
   F. Related Party Transactions
  11




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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
     12




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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
   G. Income Taxes
  2009
    
    
    2008Current:Federal
    
    $
    (238,266
    )
    
    $
    620,013State & Local
    
    
    160,000
    
    
    
    390,335Current provision for income taxes
    
    $
    (78,266
    )
    
    $
    1,010,348
  H. Subsequent Event
  
    
    a proposal to amend the certificate of incorporation (Charter) to extend (the Extension
Amendment) the date on which the Companys corporate existence terminates from December 6,
2009 to February 28, 2010.
    
    a proposal to amend the Charter to allow the holders of shares of common stock issued in
the Companys initial public offering to elect to convert their public shares into a pro
rata portion of the funds held in the Companys trust account if the Extension Amendment is
approved (the Conversion), which if approved will also be deemed to be approval of an
amendment to the trust account agreement governing the trust account; and
    
    a proposal to adjourn the special meeting to a later date or dates, if necessary, to
permit further solicitation and vote of proxies if, based upon the tabulated vote at the
time of the
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Global Brands Acquisition Corp.
(a Corporation in the Development Stage)
  special meeting, the Extension Amendment and Conversion proposals have not been approved.
   14




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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 4.
    
    Submission of Matters to a Vote of Security Holders.
  Name
    
    Votes For
    
    Authority WithheldStephen F. Reitman
    
    
    34,064,145
    
    
    
    229,020John R. Muse
    
    
    33,841,545
    
    
    
    451,620
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ITEM 6.
    
    EXHIBITS
  Exhibit No.
    
    Description31
    
    Section 302 Certification by Chief Executive Officer and Treasurer32
    
    Section 906 Certification by Chief Executive Officer and Treasurer
 19




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SIGNATURES
  GLOBAL BRANDS ACQUISITION CORP.Dated: November 16, 2009/s/ Joel J. HorowitzChief Executive Officer and Treasurer (Principal Executive Officer and Principal Financial and
Accounting Officer) 20