GQN Global Brands Acquisition Corp.

 

 

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 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.

(Exact Name of Issuer as Specified in Its Charter)

Delaware		26-0482599
(State or other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

11 West 42nd Street, 21st Floor, New York, New York 10036
(Address of Principal Executive Office)

(212) 201-8118
(Issuer’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  þ  No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  o  No  o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  þ  No  o

As of November 16, 2009, 35,937,500 shares of common stock, par value $.0001 per share, were issued and outstanding.

 

 

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

Table of Contents

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

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)
Assets
Current assets:
Cash		$	203,400			$	136,690
Cash held in trust fund			287,254,449				288,540,957
Income tax receivable			389,914				—
Prepaid expense			29,960				8,000
Total assets		$	287,877,723			$	288,685,647
Liabilities and stockholders’ equity
Current liabilities:
Accrued professional and other fees payable		$	55,000			$	55,000
Income tax payable			—				360,361
Deferred offering costs			14,375,000				14,375,000
Accrued payable, stockholders			19,599				4,647
Total current liabilities		$	14,449,599			$	14,795,008
Common stock, subject to possible conversion, 8,624,999 shares at conversion value at initial public offering			85,837,490				85,837,490
Commitments
Stockholders’ equity:
Preferred stock; $.0001 par value; 1,000,000 shares authorized; none issued
Common 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				2,732
Additional paid-in capital			185,962,851				185,962,851
Earnings accumulated during the development stage			1,625,051				2,087,566
Total stockholders’ equity			187,590,634				188,053,149
Total liabilities and stockholders’ equity		$	287,877,723			$	288,685,647

The accompanying notes are an integral part of these condensed financial statements (unaudited).

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

The accompanying notes are an integral part of these condensed financial statements (unaudited).

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

														Earnings
										Additional				accumulated				Total
		Common Stock								paid-in				during				stockholders’
		Shares				Amount				capital				development stage				equity
Common shares issued at inception			7,187,500			$	719			$	24,281			$	—			$	25,000
Sale 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				—				266,778,073
Proceeds 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				—				5,000,000
Net income for the period from July 3, 2007 (inception) to March 31, 2009			—				—				—				2,087,566				2,087,566
Balances, at March 31, 2009			35,937,500				2,732				185,962,851				2,087,566				188,053,149
Net (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).

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 period
		For the Six Months				For the Six Months				July 3, 2007
		Ended September				Ended September				(inception) to
		30, 2009				30, 2008				September 30, 2009
Cash flows from operating activities
Net income (loss)		$	(462,515	)		$	1,056,517			$	1,625,051
Adjustment 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	)			55,000
Accrued payable, stockholders			14,952				(1,836	)			19,599
Income tax payable			(360,361	)			(296,170	)			—
Net cash provided by operating activities			(1,219,798	)			891,199				1,279,776
Cash flows from investing activities
Cash 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 activities
Gross proceeds from initial public offering			—				—				287,500,000
Proceeds from issuance of common stock			—				—				25,000
Proceeds from issuance of founders’ warrants			—				—				5,000,000
Payment of offering costs			—				—				(6,346,927	)
Net cash provided by financing activities			—				—				286,178,073
Net increase (decrease) in cash			66,710				1,642				203,400
Cash, 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).

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

Notes to Financial Statements

A. Description of Organization and Business Operations

Global Brands Acquisition Corp. (a corporation in the development stage) (the Company) was incorporated in Delaware on July 3, 2007. The Company was formed to acquire an operating business or asset or several operating businesses or assets (a Business Combination) through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination. All activity through September 30, 2009 relates to the formation of the Company and its initial public offering described below in Note E. The Company has neither engaged in any operations nor generated revenue to date and will not until completion of its business combination. The Company is considered to be in the development stage as defined in Accounting Standards Codification (“ASC”) topic 915, Development State Entities, and is subject to the risks associated with activities of development stage companies. The Company has selected March 31 ^st as its fiscal year end.

The registration statement for the Company’s initial public offering of Units (as defined in Note E below) (Offering) was declared effective December 6, 2007. The Company consummated the Offering on December 12, 2007 and received net proceeds of $281.2 million (see Note E). An amount of $286.1 million of the net proceeds from the Offering, including $14.4 million of deferred offering costs and the $5.0 million of proceeds relating to the private placement of the sponsor’s warrants (see Note F), was placed in a trust account (Trust Account) and invested in JPMorgan 100% U.S. Treasury Securities Money Market Fund, a money market fund meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. The funds in the Trust Account must be invested 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 until the earlier of (i) the consummation of its initial Business Combination or (ii) the liquidation of the Company as described below. The remaining proceeds may be used to pay for business, legal and accounting due diligence on prospective target businesses and continuing general and administrative expenses.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for the acquisition of a target business, will submit such transaction for stockholder approval. In the event that stockholders owning 30% or more of the shares of common stock sold in the Offering vote against the Business Combination and exercise their conversion rights described below, the Business Combination will not be consummated. If the Company’s initial Business Combination is approved and completed, public stockholders voting against the initial Business Combination will be entitled to convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the Trust Account, before payment of deferred offering costs and including interest earned on their pro rata portion of the trust account, net of interest income on the Trust Account balance previously

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

Notes to Financial Statements

released to the Company to pay its tax obligations and net of interest income of up to $2.9 million on the Trust Account balance previously released to the Company to fund its working capital requirements.

However, voting against the Business Combination alone will not result in an election to exercise a stockholder’s conversion rights. A stockholder must also affirmatively exercise such conversion rights at or prior to the time the Business Combination is voted upon by the stockholders. All of the Company’s stockholders prior to the Offering (Initial Stockholders), including all of the officers and directors of the Company, have agreed to vote all of the shares of common stock held by them prior to the Offering in accordance with the vote of the majority in interest of all other stockholders of the Company. They have also agreed to vote any shares acquired by them in the Offering or in the aftermarket in favor of the Business Combination.

In connection with entering into an arrangement with Gerrity International, LLC on November 9, 2009, the Company is proposing to amend the certificate of incorporation to extend the date on which the Company’s corporate existence terminates from December 6, 2009 to February 28, 2010. See Note H — Subsequent Event.

In the event that the Company does not consummate a Business Combination or if the proposals are not effectuated, as more fully described in Note H, by December 6, 2009, the corporate existence of the Company will cease except for purposes of winding up and liquidating. The amounts held in the Trust Account will be distributed to the Company’s public stockholders, excluding the Initial Stockholders to the extent of their stock holdings prior to the Offering.

In the event of such distribution, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Offering (assuming no value is attributed to the warrants contained in the Units sold in the Offering discussed in Note E), and that the distribution will be less than investors’ initial contributions. The Company currently anticipates that the distribution would be approximately $9.95 per share.

B. Summary of Significant Accounting Policies

Development Stage Company

The Company complies with the reporting requirements of ASC topic 915, Development State Entities .

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles. Accordingly, they do not include all the information and footnotes required by U.S. generally accepted accounting principles for complete financial

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

Notes to Financial Statements

statements. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements for the period ended March 31, 2009. In our opinion, all adjustments (consisting only of normal recurring accruals) considered necessary for fair presentation have been included. The results of operations for the period from April 1, 2009 to September 30, 2009 are not necessarily indicative of the results that may be expected for the full year ending March 31, 2010.

Comprehensive Income

Comprehensive income is equal to net income.

Net Income (Loss) per Common Share

Income (loss) per common share is based on the weighted average number of common shares outstanding. The Company complies with ASC topic 260, Earnings Per Share, which requires dual presentation of basic and diluted earnings per share on the face of the statements of operations, which the Company has adopted. Basic loss per share excludes dilution and is computed by dividing income available to common stockholders by the weighted-average common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if convertible debentures, options and warrants were to be exercised or converted or otherwise resulted in the issuance of common stock that then shared in the earnings of the entity.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, exceeds the Federal depository insurance coverage of $250,000 until December 31, 2009 and $100,000 thereafter. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the company’s assets and liabilities, which qualify as financial instruments under ASC topic 825 Financial Instruments, approximates the carrying amounts represented in the balance sheet.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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

Notes to Financial Statements

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Cash Held in Trust Fund

Cash held in trust consists of investments in government securities having a maturity of 180 days or less and are classified as current in the Company’s balance sheet.

Deferred Offering Costs

Deferred offering costs of $14.4 million consist of underwriting fees that are payable upon the Company’s consummation of a Business Combination. This amount has been recorded as a reduction of additional paid in capital. As described in Note H, on November 9, 2009, the Company entered into a Framework Agreement with Gerrity International, LLC to continue its business as a corporation that will elect to qualify to be taxed as a real estate investment trust (“REIT”). Additionally, the Company entered into an agreement with the Offering underwriters to reduce the deferred underwriting fees. Upon consumation of the transactions contemplated by the Framework Agreement, the Company estimates that the deferred offering costs will be in the range of $3.3 million to $4.6 million.

Income Tax

The Company complies with ASC topic 740, Income Taxes which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Significant judgment is required in assessing the timing and amount of deductible and taxable items, evaluating tax positions and in determining the income tax provision. In accordance with ASC topic 740, Income Taxes , the Company recognizes tax benefits only when it is more likely than not that the tax position will be fully sustained upon review by taxing authorities. If the recognition threshold is met, the Company measures the tax benefit at the largest amount that is greater than 50 percent likely to be realized. When the outcome of these tax matters changes, the change in estimate impacts the provision for income taxes in the period that such a determination is made. The Company recognizes interest and penalties related to unrecognized tax benefits in the Company’s income tax provision.

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

Notes to Financial Statements

Recently Issued Accounting Standards

During the six months ended September 30, 2009, there were several new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) the most recent of which was The Accounting Standards Codification (“ASC”). The ASC has become the source of authoritative U.S. generally accepted accounting principles (“U.S. GAAP”). The ASC only changes the referencing of financial accounting standards and does not change or alter existing U.S. GAAP. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or operating results.

Fair Value Measurements

In September 2006, the FASB issued ASC topic 820, Fair Value Measurements , which defines fair value, provides a framework for measuring fair value under current standards in GAAP, and requires additional disclosure about fair value measurements. In accordance with the Statement, the definition of fair value retains the exchange price notion, and exchange price is defined as the price in an orderly transaction between market participants to sell an asset or transfer a liability. If there is a principal market for the asset or liability, the fair value measurement should reflect that price, whether that price is directly observable or otherwise used in a valuation technique. Depending on the asset or liability being valued, the inputs used to determine fair value can range from observable inputs (i.e. prices based on market data independent from the entity) and unobservable inputs (i.e. entity’s own assumptions about the assumptions that market participants would use). The Company adopted the provisions of ASC topic 820 for all of its financial assets and liabilities within scope as of the beginning of Fiscal 2009 (April 1, 2008). In addition, the Company adopted the provisions of ASC topic 820 for all of its nonfinancial assets and liabilities within scope as of the beginning of Fiscal 2010 (April 1, 2009). The adoption of the provisions of ASC topic 820 did not have a significant impact on the Company’s financial statements. The Company has no investment assets or liabilities that would be classified as Level II or Level III. The Company’s investment in a money market fund amounting to $287,254,449 as of September 30, 2009 which invests exclusively in 100% U.S. Treasury Securities is considered a Level I asset.

Subsequent Events

In accordance with ASC topic 855, “Subsequent Events,” the Company evaluates events and/or transactions that occur after the balance sheet date, but before the issuance of financial statements, for potential recognition or disclosure in its financial statements. The Company has evaluated all subsequent events through November 16, 2009, the date of the Company’s interim financial statements were issued.

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

Notes to Financial Statements

C. Common Stock, Subject to Possible Conversion

The Company is required to convert to cash up to 8,624,999 of the shares of common stock sold in the Offering should those shareholders vote against an initial Business Combination and convert their shares of common stock into a pro rata share of the aggregate amount then on deposit in the Trust Account. An amount of $85.8 million has been classified as common stock, subject to possible conversion representing the initial per-share conversion price.

D. Stockholders’ Equity

The Company’s capital stock consists of common stock and preferred stock. The Company is authorized to issue 90,000,000 shares of common stock, of which 35,937,500 (including 8,624,999 shares subject to possible conversion) are outstanding as of September 30, 2009. The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the board of directors.

E. Initial Public Offering

On December 12, 2007, the Company sold 28,750,000 units (Units) to the public at a price of $10.00 per Unit. Each Unit consists of one share of the Company’s common stock, $0.0001 par value, and one redeemable common stock purchase warrant (Warrant). Each Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $7.00 commencing on the later of (i) December 6, 2008 or (ii) the completion of a Business Combination with a target business, and will expire December 5, 2012, unless earlier redeemed. The Warrants will be redeemable, in whole and not in part, at a price of $0.01 per Warrant upon 30 days prior written notice of redemption, only in the event that the last sales price of the common stock is at least $14.25 per share for any 20 trading days within a 30 trading day period ending on the third business day prior to the date on which notice of redemption is sent to the holders of Warrants. The Warrants may not be redeemed unless an effective and current registration statement covering the shares of common stock issuable upon exercise of the Warrants is available throughout the redemption period.

The Company paid an underwriting discount of 2.0% of the public unit offering price to the underwriters at the closing of the Initial Public Offering, with an additional 5.0% fee of the gross offering proceeds payable upon the Company’s consummation of a Business Combination. The additional 5% fee, amounting to $14.4 million, has been placed in the Trust Account. Refer to Note B.

F. Related Party Transactions

The Initial Stockholders purchased an aggregate of 7,187,500 of the Company’s founders’ units, each consisting of one share of founders’ common stock and one founders’ warrant each to purchase one share of common stock, for an aggregate price of $25,000 in a private placement.

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

Notes to Financial Statements

Each of the Initial Stockholders has agreed to vote its founders’ common stock in the same manner as holders of a majority of the shares of the Company’s common stock voted by the public stockholders at the special or annual meeting called for the purpose of approving the Company’s initial Business Combination. As a result, none of the founders will be able to exercise conversion rights with respect to the founders’ common stock. In addition, the Initial Stockholders have agreed to waive their rights to participate in any liquidation distribution with respect to the founders’ common stock if the Company fails to consummate an initial Business Combination. All of the founders’ units have been placed in escrow, and subject to limited exceptions, the founders’ common stock will be held in escrow until 180 days after the consummation of the Company’s initial Business Combination and the founders’ warrants will remain in escrow until they become exercisable. The founders’ common stock will be released from escrow earlier than as described above if, subsequent to an initial Business Combination, (i) the last sales price of the Company’s common stock equals or exceeds $14.25 per share for any 20 trading days within any 30-trading day period beginning 90 days after an initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its security holders having the right to exchange their for cash, securities or other property; provided further that the founders’ warrants will be released from escrow in connection with (ii) but only to the extent necessary to participate in such exchange.

In addition, JLJ Partners, LLC (JLJ Partners) purchased an aggregate of 5,000,000 warrants (sponsor’s warrants) from the Company at a price of $1.00 per Warrant ($5.0 million in the aggregate) in a private placement that occurred simultaneously with the consummation of the Offering. The $5.0 million was placed in the Trust Account until a successful completion of an initial Business Combination. If the Company does not complete an initial Business Combination, the $5.0 million will be part of the liquidating distribution to the public stockholders, and the sponsor’s warrants will expire worthless. The sponsor’s warrants will not be transferable or salable by JLJ Partners (subject to limited exceptions) until after the Company completes an initial Business Combination, and will be exercisable on a cashless basis and will be non-redeemable by the Company, in each case, so long as they are held by JLJ Partners or its permitted transferees. In addition, commencing 30 days after the consummation of an initial Business Combination, the sponsor’s warrants and the underlying shares of common stock are entitled to registration rights. With the exception of the terms noted above, the sponsor’s warrants have terms and provisions that are identical to those of the Warrants. The Company believes the purchase price of the sponsor’s warrants approximates the fair value of such warrants.

In addition, JLJ Partners and Sportswear Holdings Limited, an affiliate of the Company’s chairman of the board, have agreed to purchase 2,500,000 Units at a price of $10.00 per Unit (an aggregate price of $25.0 million) from the Company in a private placement that would occur upon the Company’s consummation of a Business Combination. These private placement units will be identical to the Units sold in the Offering, except that, subject to certain exceptions, these Units and underlying securities will not be sold, assigned or transferred for a period of 180 days from the date of the consummation of the Business Combination.

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

Notes to Financial Statements

The Company presently occupies office space provided by JLJ Partners. JLJ Partners has agreed that, until the consummation of a Business Combination, it will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company has agreed to pay JLJ Partners $10,000 per month for such services.

G. Income Taxes

The Company is subject to U.S. Federal, state and local income taxes. The components of the Company’s income tax provision by taxing jurisdiction for the six months ended September 30, 2009 and 2008 are as follows:

		2009				2008
Current:
Federal		$	(238,266	)		$	620,013
State & Local			160,000				390,335
Current provision for income taxes		$	(78,266	)		$	1,010,348

The Company’s effective tax rate was (14.5%) and 48.9% at September 30, 2009 and 2008, respectively, differs from the federal statutory rate of 34.0% mainly due to certain differences including state and local income taxes.

H. Subsequent Event

On November 9, 2009, the Company entered into an agreement (the Framework Agreement) with Gerrity International, LLC pursuant to which the Company will continue its business as a corporation that will elect to qualify to be taxed as a real estate investment trust (REIT). In order to consummate the transactions contemplated by the Framework Agreement, the Company plans to hold a special meeting of stockholders of the Company for the sole purpose of considering and voting upon the following proposals:

	•		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

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

Notes to Financial Statements

special meeting, the Extension Amendment and Conversion proposals have not been approved.

The Extension Amendment and Conversion proposals will not be effectuated if holders of more than 8,650,000 public shares seek conversion of their shares. If the Extension Amendment and Conversion proposals are not approved by December 6, 2009, the Company’s corporate existence will terminate except for purposes of winding up its affairs and liquidating.

In connection with the entering into the Framework Agreement, the Offering underwriters agreed to reduce the amount of deferred offering costs from an aggregate of $14,375,000 to an aggregate of 1.625% of the value of the trust account at the consummation of the transactions contemplated by the Framework Agreement, less any amounts paid to stockholders who vote against the election and demand that the Company convert their shares into cash. Provided that the Company completes the transactions contemplated by the Framework Agreement, the Company estimates that the deferred offering costs will be in the range of approximately $3.3 million to $4.6 million.

ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with our Condensed Financial Statements and footnotes thereto contained in this report.

Forward Looking Statements

     All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward looking statements as a result of certain factors detailed in our filings with the Securities and Exchange Commission. All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Overview

     We were formed on July 3, 2007, to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses or assets. Our efforts in identifying a prospective target business will not be limited to a particular industry, although we initially intend to focus our search on U.S. as well as foreign companies in the branded consumer sector, including apparel, specialty retail, footwear and accessories. We will also explore opportunities in other consumer-focused and other sectors that are attractive to us. We intend to utilize cash derived from the proceeds of our recently completed public offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination.

Results of Operations

     For the three months ended September 30, 2009, we had a net loss of $361,563 consisting of $21,654 of interest income offset by $363,481 of formation and operating costs, $15,000 of professional and other fees, and an income tax expense of $4,736. Our interest income is derived primarily from a money market fund that invests 100% in U.S. Treasury Securities, which have declined in yield compared to the comparable prior year period. In connection with the identification of a business combination target and conducting the related due diligence, we have incurred higher formation and operating costs as compared to the comparable prior year period.

     For the three months ended September 30, 2008, we had a net income of $538,000 consisting of $1,130,171 of interest income offset by $76,740 of formation and operating costs, $9,724 of accounting fees and $505,707 of income tax provision.

     For the six months ended September 30, 2009, we had a net loss of $462,515 consisting of $57,558 of interest income offset by $568,339 of formation and operating costs, $30,000 of professional and other fees, and an income tax benefit of $78,266. Our interest income is derived primarily from a money market fund that invests 100% in U.S. Treasury Securities, which have declined in yield compared to the comparable prior year period. In connection with the identification of a business combination target and

conducting the related due diligence, we have incurred higher formation and operating costs as compared to the comparable prior year period.

     For the six months ended September 30, 2008, we had a net income of $1,056,517 consisting of $2,066,865 of interest income offset by $168,203 of formation and operating costs, $84,224 of professional and other fees and $1,010,348 of income tax provision.

     For the period from July 3, 2007 (inception) to September 30, 2009, we had a net income of $1,625,051 consisting of $5,085,776 of interest income offset by $1,356,541 of formation and operating costs, $272,724 of professional and other fees and $1,831,460 of income tax provision.

Income Taxes

     Income tax provision (benefit) for the for the period from July 3, 2007 (inception) to September 30, 2009 and for the six months and three months ended September 30, 2009 were provided for at a rate of 53.0%, (14.5%) and 1.3%, respectively. We currently anticipate that our tax expense (benefit) for the full year ending March 31, 2010 as a percentage of pre-tax loss will be between 10.0% and 20.0%. It is possible that our estimated full year rate could change from discrete items or the receipt of new information. In accordance with ASC topic 740, “Income Taxes,” additional volatility in our tax rate may occur in the future, either from quarter to quarter, or from year to year, due to events or new information that causes us to re-evaluate any unrecognized tax benefits.

Financial Condition and Liquidity

     We consummated our initial public offering of 28,750,000 units, including 3,750,000 units subject to the underwriters’ over-allotment option, on December 12, 2007. Gross proceeds from our initial public offering were $287,500,000. We paid a total of $5,750,000 in underwriting discounts and commissions and $359,142 for other costs and expenses related to the offering and the over-allotment option. An additional $14,375,000 of offering costs have been deferred by the underwriters and placed in our trust account and will be released to the underwriters only on completion of our initial business combination. After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds, including $5,000,000 from the private sale of warrants (the “Sponsor’s Warrants”) to JLJ Partners, LLC (“JLJ Partners”), an entity beneficially owned approximately one-third each by Joel J. Horowitz, our chief executive officer, treasurer and director, Lawrence S. Stroll, our chairman of the board, and John D. Idol, our president, secretary and director, either directly or through entities of which they or their family members are owners and beneficiaries, from the offering were $286,390,858, of which $286,125,000 was deposited into the trust account.

     On November 9, 2009, the Company entered into a Framework Agreement with Gerrity International, LLC to continue its business as a corporation that will elect to quality to be taxed as a REIT. Upon completion of the transactions contemplated by the Framework Agreement, it is likely that the amount of underwriting fees payable will be less than what is currently recorded on the balance sheet, in the range of approximately $3.3 million to $4.6 million.

     We do not believe we will need to raise additional funds following our initial public offering in order to meet the expenditures required for operating our business. However, we may need to raise additional funds through a private offering of debt or equity securities if such funds are required to consummate a business combination that is presented to us. We would only consummate such a financing simultaneously with the consummation of a business combination.

     Commencing on December 6, 2007 and ending upon the consummation of a business combination or

our liquidation, we began incurring a fee from JLJ Partners of $10,000 per month for providing us with office space and certain general and administrative services.

     In the event that the Company does not consummate a Business Combination by December 6, 2009 (or extends the date by which the Company has to complete such a transaction), the corporate existence of the Company will cease except for purposes of winding up and liquidating. The amounts held in the Trust Account will be distributed to the Company’s public stockholders, excluding the Initial Stockholders to the extent of their stock holdings prior to the Offering. In the event of such distribution, it is likely that the distribution will be less than investors’ initial contributions. The Company currently anticipates that the distribution would be approximately $9.95 per share.

ITEM 4.		CONTROLS AND PROCEDURES.

     Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and treasurer, as appropriate to allow timely decisions regarding required disclosure.

     As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer and treasurer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2009. Based upon his evaluation, he concluded that our disclosure controls and procedures were effective.

     Our internal control over financial reporting is a process designed by, or under the supervision of, our president and treasurer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles (United States). Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles (United States), and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

     During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

     A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives. Our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level.

PART II

OTHER INFORMATION

ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     On December 12, 2007, we closed our initial public offering of 28,750,000 units, including 3,750,000 units subject to the underwriters’ over-allotment option, with each unit consisting of one share of our common stock and one warrant to purchase one share of our common stock at an exercise price of $7.00 per share. The units from the initial public offering (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $287,500,000. Citigroup Global Markets Inc. acted as the sole bookrunning manager and Ladenburg Thalmann & Co. Inc. and I-Bankers Securities, Inc. acted as co-managers of the initial public offering. The securities sold in the offering were registered under the Securities Act of 1933 on a registration statement on Form S-1 (No. 333-145684). The Securities and Exchange Commission declared the registration statement effective on December 6, 2007.

     We paid a total of $5,750,000 in underwriting discounts and commissions and $359,142 for other costs and expenses related to the offering and the over-allotment option. An additional $14,375,000 of underwriting discounts and commissions was deferred by the underwriters and placed in our trust account.

     We also consummated the simultaneous private sale of 5,000,000 Sponsor’s Warrants at a price of $1.00 per warrant, generating total proceeds of approximately $5,000,000. The Sponsor’s Warrants were purchased by JLJ Partners. The Sponsor’s Warrants are identical to the warrants included in the units sold in the initial public offering except that the Sponsor’s Warrants are exercisable on a cashless basis and if we call the warrants for redemption, the Sponsor’s Warrants will not be redeemable by us so long as they are held by JLJ Partners or its permitted transferees. JLJ Partners has agreed that the warrants will not be transferred, assigned or sold by it until after we have completed a business combination.

     After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to us from the offering and the private sale of Sponsor’s Warrants were $286,390,858, of which $286,125,000 was deposited into the trust account.

     For a description of the use of the proceeds generated in our initial public offering, see Part I, Item 2 of this Form 10-Q.

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

     On August 11, 2009, we held our annual meeting of stockholders. At the annual meeting, the following director nominees were elected by our stockholders to serve for a three-year term and until their successors are elected and qualified:

Name		Votes For				Authority Withheld
Stephen F. Reitman			34,064,145				229,020
John R. Muse			33,841,545				451,620

     Messrs. M. William Benedetto and Arthur Bargonetti continue to serve as directors in the class of directors whose terms expire in 2010. Messrs. Lawrence S. Stroll, Joel J. Horowitz and John D. Idol continue to serve as directors in the class of directors whose terms expire in 2011.

ITEM 6.		EXHIBITS

     (a) Exhibits:

Exhibit No.		Description
31		Section 302 Certification by Chief Executive Officer and Treasurer
32		Section 906 Certification by Chief Executive Officer and Treasurer

SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Global Brands Acquisition Corp. (AMEX:GQN)
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Global Brands Acquisition Corp. (AMEX:GQN)
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