GLOBAL BRANDS INC, SB-2/A, 2000-08-07

GLOBAL BRANDS INC
SB-2/A, 2000-08-07
BEVERAGES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2000

REGISTRATION NO. 333-85683
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

AMENDMENT NO. 6 TO

FORM SB-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------

GLOBAL BRANDS, INC.
(Name of small business issuer in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)
2080
(Primary standard industrial classification code number)

13-3762562
(I.R.S. Employer Identification No.)

1031 ROUTE 9W
UPPER GRANDVIEW, NEW YORK 10960
(914) 358-1212
(Address and telephone number of principal executive offices and principal place
of business)
------------------------
DR. RALPH M. FERRANTE
Chairman and Chief Executive Officer
Global Brands, Inc.
1031 Route 9W
Upper Grandview, New York 10960
(914) 358-1212
(Name, address and telephone number of agent for service)
------------------------
Copy to:
HANK GRACIN, ESQ. STEVEN MORSE, ESQ.
Lehman & Eilen LLP Lester Morse P.C.
50 Charles Lindbergh Blvd. - Suite 505 111 Great Neck Road, Suite 420
Uniondale, New York 11553 Great Neck, New York 11021
Telephone: (516) 222-0888 Telephone: (516) 487-1446
Facsimile: (516) 222-0948 Facsimile: (516) 487-1452

------------------------

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after the registration statement becomes effective.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. /X/

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. / /

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
------------------------
<PAGE>
CALCULATION OF REGISTRATION FEE

<TABLE>
================================================================================================================
TITLE OF EACH CLASS
OF PROPOSED PROPOSED
SECURITIES TO MAXIMUM MAXIMUM AMOUNT OF
BE AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED BE REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE(5)
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share (2) 1,495,000 $ 6.25 $9,343,750 $ 2,597.56
----------------------------------------------------------------------------------------------------------------
Underwriter's Common Stock
Warrants, each to purchase one
share of Common Stock (3) 130,000 .0008 104.00 (4)
----------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per
share, issuable upon exercise
of the Underwriter's Common
Stock Warrants 130,000 10.3125 1,340,625 372.69
----------------------------------------------------------------------------------------------------------------
Total Registration Fee (6) $ 2,970.25
================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) promulgated under the Securities Act of 1933, as
amended.

(2) Assumes the Underwriter's over-allotment option to purchase up to 195,000
additional shares of Common Stock is exercised in full.

(3) Represents warrants to be issued by Global Brands to the Underwriter at the
time of delivery and acceptance of the securities to be sold by Global
Brands to the public hereunder.

(4) None, pursuant to Rule 457(g).

(5) Fees are calculated by multiplying the aggregate offering price by .000278.

(6) Previously paid $2,970.25.

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED AUGUST 7, 2000

PROSPECTUS
[LOGO]

GLOBAL BRANDS, INC.

1,300,000 SHARES OF COMMON STOCK

------------------------

We are offering 1,300,000 shares of our common stock. This is our initial
public offering and no public market currently exists for our shares.

We develop and sell premium beverage products utilizing our trademarks and
other national brand programs.

------------------------

We have applied for quotation of our common stock on the Nasdaq Smallcap
Market under the symbol "GLBR".

------------------------

AN INVESTMENT IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 6.

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNTS COMPANY
-------- ------------ -----------
<S> <C> <C> <C>
Per Share.................. $ 6.25 $ .5625 $ 5.6875
Total...................... $8,125,000 $731,250 $7,393,750
</TABLE>

Three stockholders of Global Brands have granted the underwriters the right
to purchase up to an additional 195,000 shares of common stock to cover
over-allotments.

------------------------

SOMERSET FINANCIAL GROUP, INC. SEABOARD SECURITIES, INC.

------------------------

, 2000
<PAGE>

[LOGO]

BUILDING BETTER BRANDS

"SWISS NATURAL", "REACH FOR THE PEAK", "ULTRA PEAK", "SWISS NATURAL ICY BERRY",
"SWISS NATURAL ICY CITRUS", "SWISS NATURAL ICY MELONADE" AND "SWISS NATURAL ICY
COFFEE" ARE REGISTERED TRADEMARKS OF GLOBAL BRANDS.

<PAGE>
PROSPECTUS SUMMARY

Our business strategy is to develop and market premium consumer products
under brand names which are either our own registered trademarks or third-party
brand names.

We are currently applying this branding strategy in the marketing and sale
of premium fruit flavored drinks, fruit juices, iced teas and 100% spring water.
We have developed and sell premium fruit flavored drinks, fruit juices, iced
teas and 100% spring water under our Swiss Natural registered trademark using
our Ultra Peak(R) vitamin formula. We also have developed and sell premium fruit
flavored drinks, fruit juices, iced teas and 100% spring water under various
third-party brand names. In each case, we use third party distribution systems
owned or designated by our clients to avoid the capital costs which are required
to build our own national distribution system. In addition, all of our beverages
are bottled in our proprietary glass bottles.

We intend to expand our beverage branding strategy by identifying
additional nationally recognized brand names and trademarks under which beverage
products can be marketed and sold. We may also apply our branding strategy to
other premium consumer product categories outside of the beverage market and, to
compliment our strategy, we may from time to time acquire or strategically
partner with other companies in other areas where our branding strategy can be
applied.

THE OFFERING

<TABLE>
<S> <C>
Securities offered...................... 1,300,000 shares of common stock.
Common stock outstanding before the
offering.............................. 2,591,708 shares.
Common stock to be outstanding after the
offering.............................. 3,891,708 shares. This figure excludes an aggregate of up
to 2,006,267 shares of common stock issuable upon:
* exercise and/or conversion of all outstanding
warrants and convertible securities and
* exercise of all underwriters' warrants to be issued
in connection with this offering.
Proposed Nasdaq Smallcap Symbol......... Common stock -- GLBR
</TABLE>

Unless otherwise indicated, all information in this prospectus assumes that
the underwriters' overallotment option will not be exercised.

Unless otherwise indicated, all information in this prospectus, including
per share data and information relating to the number of shares issued and
outstanding, has been adjusted to reflect a
1.5 for 1 reverse split of our common and preferred stock effected on October 1,
1999.

You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that
which is contained in this prospectus. We are offering to sell shares of common
stock and seeking offers to buy shares of common stock only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or of any sale of the common stock.

FOR NEW JERSEY RESIDENTS

This offering may only be sold to residents of the State of New Jersey who
are accredited investors within the meaning of Rule 501 of Regulation D of the
Securities Act of 1933. Natural persons must either have a net worth or joint
net worth with that person's spouse, at the time of his purchase of at least
$1,000,000 or individual net income in the last two years of at least $200,000
($300,000 in the case of a joint income with that person's spouse) and a
reasonable expectation of reaching the same income level in the current year. In
the case of corporations and partnerships not formed for the specific purpose of
acquiring the securities offered, the entity must have in excess of $5,000,000
total assets or all the equity owners must be accredited investors.
Broker/dealers located in the State of New Jersey will be permitted to sell
Global Brands' shares to accredited investors and non-accredited investors
located outside of the State of New Jersey wherever such sales can be lawfully
sold.

3
<PAGE>

SUMMARY OF FINANCIAL DATA
FOR THE FISCAL YEARS ENDED FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
AND FOR THE THREE MONTHS ENDED MAY 31, 2000 AND 1999 (UNAUDITED)

The following summary financial data should be read in conjunction with
Global Brands' financial statements and the notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations". The
statement of operations data for the years ended February 29, 2000 and February
28, 1999 are derived from the financial statements of Global Brands that have
been audited by Goldstein Golub Kessler LLP, independent certified public
accountants. The balance sheet data as of May 31, 2000 and the statement of
operations data for each of the three month periods ended May 31, 2000 and 1999
are derived from the unaudited financial statements of Global Brands; however
such information reflects all adjustments (consisting of only normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of the financial position, and the results of operations of the
interim periods.

<TABLE>
<CAPTION>
FISCAL 2001 FISCAL 2000
THREE THREE
FISCAL YEAR ENDED MONTHS MONTHS
---------------------------- ENDED ENDED
FEBRUARY 29, FEBRUARY 28, MAY 31, MAY 31,
2000 1999 2000 1999
STATEMENT OF OPERATIONS DATA: ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales................................... $ 3,799,795 $ 3,005,872 $ 989,214 $ 1,033,677
Cost of sales............................... 2,493,499 2,001,701 624,636 581,970
----------- ----------- ----------- -----------
Gross profit.............................. 1,306,296 1,004,171 364,578 451,707
----------- ----------- ----------- -----------
Expenses:
General and administrative................ 890,155 842,231 199,325 247,577
Selling and promotional................... 449,746 502,652 106,725 148,362
Product development....................... 2,590 30,895 502 2,590
----------- ----------- ----------- -----------
Sub-Total................................... 1,342,491 1,375,778 306,552 398,529
----------- ----------- ----------- -----------
Income (Loss) Before Depreciation and
Amortization, Other Income and Interest
Expense................................... (36,195) (371,607) 58,026 53,178
----------- ----------- ----------- -----------

Depreciation and Amortization............... (40,189) (28,826) (13,024) (6,570)
Other income................................ 93,389 11,079 14,639 4,813
Interest expense............................ (179,017) (50,062) (50,099) (44,608)
----------- ----------- ----------- -----------
Net Income (Loss)........................... $ (162,012) $ (439,416) $ 9,542 $ 6,813
=========== =========== =========== ===========
Loss per common share -- Basic.............. $ (0.05) $ (0.12) $ 0.00 $ 0.00
----------- ----------- ----------- -----------
Weighted average number of common shares
outstanding -- Basic (3).................. 2,993,708(1) 3,797,708 2,591,708(1) 3,797,708
</TABLE>

4
<PAGE>

<TABLE>
<CAPTION>
MAY 31, 2000
---------------------------------
AS
ACTUAL ADJUSTED(2)
BALANCE SHEET DATA: ------------ ------------
<S> <C> <C>
Cash and cash equivalents........................ $ 118,245 $ 6,391,507
Working capital (deficiency)..................... (1,234,186) 5,652,918
Total assets..................................... 1,772,881 7,624,664
Total liabilities................................ 2,446,966 1,833,124
Stockholders' (deficiency) equity................ (674,085) 5,791,540
</TABLE>

------------------

(1) Does not give effect to the conversion of any shares of the convertible
preferred stock which were issued on June 30, 1999 and may be converted into
1,206,000 shares of common stock. Also does not give effect to the
conversion of any convertible subordinated debentures.

(2) Gives effect to the sale of the 1,300,000 shares of common stock being
offered hereby and anticipated application of the estimated net proceeds
therefrom including the repayment of indebtedness and interest payable to a
stockholder.

(3) Gives effect to the reverse stock split effective October 1, 1999.

<TABLE>
<CAPTION>
FISCAL 2001 FISCAL 2000
THREE THREE
MONTHS MONTHS
ENDED ENDED
FEBRUARY 29, FEBRUARY 28, MAY 31, MAY 31,
2000 1999 2000 1999
PERFORMANCE RATIOS ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Return on Equity............................... 0.24 0.84 -0.01 -0.01
Return on Assets............................... -0.10 -0.33 0.01 0.00
A/R turnover................................... *12.19 *12.68 *11.86 *10.87
Inventory Turnover............................. **5.41 **7.10 **4.78 **5.89
Profit Margin on Sales......................... 34.38% 33.41% 36.86% 43.70%
</TABLE>

------------------

*Average Accounts Receivable computed by using month-end amounts.

**Average Inventory computed by using month-end amounts.

5
<PAGE>
RISK FACTORS

You should carefully consider the following risks before making an
investment decision. The trading price of our common stock could decline due to
any of these risks, and you could lose all or part of your investment. You also
should refer to the other information set forth in this prospectus, including
our financial statements and the related notes thereto.

GLOBAL BRANDS HAS INCURRED LOSSES FROM INCEPTION AND MAY NEVER GENERATE
SUBSTANTIAL PROFITS,
IF ANY AT ALL.

For each fiscal year since our inception in April 1993, Global Brands has
generated net losses. We may never generate substantial profits, if any at all.
Global Brands had an accumulated deficit of $2,726,895 as of May 31, 2000. We
can provide no assurances that our operations will be profitable in the future.

WE MAY NEED ADDITIONAL CAPITAL AND MAY NOT BE ABLE TO OBTAIN IT.

We believe that the proceeds from this offering together with our current
cash balances and anticipated cash to be generated from operations will be
sufficient to meet our expected operating and capital requirements for at least
one year. However, we may need to raise additional funds in order to support
further expansion, meet competitive pressures, or respond to unanticipated
requirements. We cannot assure you that additional financing will be available
if needed on terms favorable to us.

WE HAVE LIMITED WORKING CAPITAL AND MAY ENCOUNTER FUTURE LIQUIDITY PROBLEMS.

We have historically had limited working capital. We had a working capital
deficiency of $1,234,186 at May 31, 2000. While we expect the proceeds of this
offering to provide us with sufficient working capital, there is no assurance
that future operations will not encounter capital resource and liquidity
problems.

THE LOSS OF SBARRO, INC. AS A CUSTOMER WOULD HAVE A MATERIAL ADVERSE EFFECT ON
OUR BUSINESS.

We currently sell the majority of our private label beverages to Sbarro,
Inc., a nationwide chain of restaurants. The loss of Sbarro, Inc. as a customer
would have a material adverse effect on our business. We also depend
significantly upon the revenue derived from the sale of our beverages to Dunkin'
Donuts franchisees and several major independent distributors and retail
outlets. Our agreements with Sbarro and Dunkin' Donuts do not require them to
purchase any specified quantity of products from us. Although we consider our
relationship with each of these customers to be good, either of them could
decide not to purchase our beverages.

THE LOSS OF ANY OF OUR THIRD-PARTY SUPPLIERS OR SERVICE PROVIDERS COULD HAVE A
MATERIAL ADVERSE EFFECT ON OUR OPERATIONS AND FINANCIAL RESULTS.

We rely on third parties to produce our beverages, to produce our glass
bottles and to bottle our beverages. The loss of our third-party suppliers or
service providers could have a material adverse effect on our operations and
financial results.

THE LOSS OF OUR THIRD PARTY BEVERAGE DISTRIBUTORS COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR OPERATIONS AND FINANCIAL RESULTS.

We depend on customer-owned or customer-designated distributors and other
third-party distributors to distribute our Swiss Natural label beverages. The
loss of our third party beverage distributors could have a material adverse
effect on our operations and financial results. Most of our distributors are not
bound by written agreements with us and may discontinue their relationship with
us on short notice. The loss of one or more of our distributors could have a
significant negative effect on the sales of our Swiss Natural label beverages.

6
<PAGE>
IF WE ARE UNABLE TO COMPETE EFFECTIVELY WITH OUR COMPETITORS, MANY OF WHOM HAVE
BEEN IN EXISTENCE LONGER THAN US, HAVE A MORE ESTABLISHED MARKET PRESENCE AND
HAVE SUBSTANTIALLY GREATER RESOURCES THAN US, WE WILL NOT BE ABLE TO INCREASE
REVENUES OR GENERATE PROFITS.

Our ability to increase revenues and generate profitability is directly
related to our ability to compete effectively with our competitors. We face
intense competition from other beverage companies producing similar products,
including Snapple, Fruitopia, Ocean Spray, Arizona, Mistic and various other
lesser known brands. Increased competition could diminish our ability to be
profitable or result in loss of market share and damage the Swiss Natural brand.
Many of our competitors are larger, better established and have greater
financial, marketing and distribution resources than us. These greater resources
permit our competitors to implement extensive advertising and promotional
programs which we have not been, and will not be, able to match.

IF WE ARE NOT ABLE TO RETAIN OUR CHIEF EXECUTIVE OFFICER, IT WILL BE MORE
DIFFICULT FOR US TO MANAGE OUR OPERATIONS AND OUR OPERATING PERFORMANCE WOULD
SUFFER.

The success of our business is greatly dependent upon the active
involvement of our Chief Executive Officer, Dr. Ralph Ferrante, who is
responsible for the development of the formulas used to manufacture our
products. The loss of the services of Dr. Ferrante would materially and
adversely affect our business and prospects. We have secured $1,000,000 of key
man life insurance on Dr. Ferrante.

IF OUR COMPETITORS MISAPPROPRIATE OUR UNPATENTED PROPRIETARY KNOW-HOW, TRADE
DRESS AND TRADE SECRETS IT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

If our competitors develop substantially equivalent proprietary information
or otherwise obtain access to our know-how it could materially and adversely
affect our business. We rely primarily on unpatented proprietary know-how in the
production of our beverages, as well as on confidentiality agreements with the
companies that produce our beverages and with our employees.

We regard the protection of our trademarks, trade dress and trade secrets
as critical to our future success. We have registered our trademarks in the
United States. We also rely on a combination of laws and contractual
restrictions, such as confidentiality agreements, to establish and protect our
proprietary rights, trade dress and trade secrets. However, laws and contractual
restrictions may not be sufficient to prevent misappropriation of our
proprietary rights, trade dress or trade secrets.

ANY DECREASE IN THE SUPPLY OF FRUIT JUICES OR INCREASE IN THE PRICES OF FRUIT
JUICES COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND RESULTS OF
OPERATIONS.

We depend upon an uninterrupted supply of fruit juices from the fruit of
apple trees and orange trees. Any decrease in the supply of these fruit juices
or increase in the prices of these fruit juices as a result of any adverse
weather conditions, pests or fungal disease could have a material adverse effect
on our business and results of operations. Apple and orange trees may become
damaged, diseased or destroyed as a result of any adverse weather conditions,
pests or fungal disease. Additionally, there are types of controllable fungal
diseases that can affect fruit production although not fatal to the trees
themselves. These types of fungal diseases are generally controllable with
fungicides. However, we can't be sure that such control measures will continue
to be effective.

STOCKHOLDERS MAY NOT BE ABLE TO RE-SELL THEIR STOCK OR MAY HAVE TO SELL AT
PRICES SUBSTANTIALLY LOWER THAN THE PRICE THEY PAID FOR IT.

Prior to this offering, you could not buy or sell our common stock
publicly. Although the initial public offering price was determined based on
several factors, the market price after the offering may vary from the initial
offering price. As a result, stockholders may not be able to re-sell their stock
or may have to sell at prices substantially lower than the price they paid for
it. In addition, the stock market is subject to price and volume fluctuations
affecting the market price for public companies generally, or within broad
industry groups, which fluctuations may be unrelated to the operating

7
<PAGE>
results or other circumstances of a particular company. Such fluctuations may
adversely affect the liquidity of the common stock, as well as the price that
holders may achieve upon any future sale.

BECAUSE IT MAY BE DIFFICULT TO EFFECT A CHANGE IN CONTROL OF GLOBAL BRANDS
WITHOUT CURRENT MANAGEMENT'S CONSENT, MANAGEMENT MAY BE ENTRENCHED EVEN THOUGH
STOCKHOLDERS MAY BELIEVE OTHER MANAGEMENT MAY BE BETTER AND A POTENTIAL SUITOR
WHO OTHERWISE MIGHT BE WILLING TO PAY A PREMIUM TO ACQUIRE GLOBAL BRANDS MAY
DECIDE NOT TO ATTEMPT AN ACQUISITION.

Upon consummation of this offering, Dr. Ralph M. Ferrante, the Chairman and
Chief Executive Officer of Global Brands, and Herbert Paul, the President and
Chief Financial Officer of Global Brands, together with trusts owned by their
respective family members, will hold approximately 38% and 10%, respectively, of
our outstanding voting stock, including our convertible preferred stock which
carries rights to vote with the common stock on a one-vote-per-share basis. Such
concentration of ownership may have the effect of delaying, deferring or
preventing a change in control of Global Brands and entrenching current
management even though stockholders may believe other management may be better.
In addition, the issuance of a poison-pill or another large block of preferred
stock with voting rights could have the effect of delaying, deferring or
preventing a change in control of Global Brands. Potential suitors who otherwise
might be willing to pay a premium to acquire Global Brands may decide not to try
to acquire us because it may be difficult to effect a change in control of
Global Brands without current management's consent. If Messrs. Ferrante and Paul
and their family members act together, they are likely to have the ability to
control the outcome on all matters requiring stockholder approval, including the
election and removal of directors and any merger, consolidation or sale of all
or substantially all of our assets, and the ability to control our management
and affairs.

FUTURE SALES OF COMMON STOCK MAY CAUSE THE MARKET PRICE OF THE COMMON STOCK TO
DROP.

Future sales of shares of common stock by Global Brands and/or its
stockholders could cause the market price of the common stock to drop. After
this offering, we will have outstanding 3,891,708 shares of common stock. We
have reserved an additional 2,006,267 shares of common stock for issuance
pursuant to outstanding convertible securities, preferred stock and warrants.
All of the shares of common stock to be sold in this offering will be freely
tradeable without restriction or further registration under the federal
securities laws. Assuming the underwriters' over-allotment option is exercised
in full, the remaining shares of outstanding common stock, representing
approximately 62% of the outstanding common stock upon completion of this
offering, will be "restricted securities" under the Securities Act subject to
restrictions on the timing, manner and volume of sales of such shares.

YOU WILL EXPERIENCE IMMEDIATE AND SUBSTANTIAL DILUTION.

The initial public offering price is expected to be substantially higher
than the net tangible book value of each outstanding share of common stock.
Purchasers of common stock in this offering will suffer immediate and
substantial dilution. The dilution will be $4.77 per share, or 76%, in the net
tangible book value of the common stock from the expected initial public
offering price. If the outstanding options and warrants to purchase shares of
common stock are exercised, there would be further dilution.

REPRESENTATIVE'S INFLUENCE ON GLOBAL BRANDS

We have an underwriting agreement with Somerset Financial Group which
provides for Somerset to be retained as our financial consultant and to have the
right to designate a non-voting advisor to our board of directors for a period
of two years from the date of this prospectus. During such two-year period, the
underwriting agreement also provides Somerset with the right to introduce
possible acquisitions, mergers and consolidations to us for our evaluation. As a
result of the foregoing, Somerset may have an influence on the decision making
of our board of directors after the offering. Further, Somerset, through its
anticipated sales of securities to Somerset's own customers in this offering and
intended market making activities, may exert a dominating influence on the
market, if

8
<PAGE>
one develops, for our securities. Such market making activities may be
discontinued at any time. The price and liquidity of our securities may be
significantly affected by the degree, if any, of Somerset's participation in
such market.

INEXPERIENCE OF THE REPRESENTATIVE

This is the first public offering underwritten by Somerset Financial Group.
We can provide no assurance that Somerset's inexperience as managing underwriter
of public offerings will not adversely affect this offering, the subsequent
development of a trading market, if any, or the liquidity of our securities.

FORWARD LOOKING STATEMENTS

Some of the statements under "Prospectus Summary", "Risk Factors",
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", "Business" and elsewhere in this prospectus constitute
forward-looking statements. These statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, levels of
activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements expressed or
implied by such forward-looking statements. Such factors include, among other
things, those listed under "Risk Factors" and elsewhere in this prospectus.

In some cases, you can identify forward-looking statements by terminology
such as "may", "will", "should", "could", "expects", "plans", "anticipates",
"believes", "estimates", "predicts", "potential", or "continue" or the negative
of such terms or other comparable terminology.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance, or achievements.

USE OF PROCEEDS

The primary purposes of this offering are to obtain additional capital,
create a public market for the common stock, and facilitate future access to
public markets. The net proceeds to us from the sale of our common stock are
estimated to be approximately $6,465,625 after deducting underwriters'
compensation and other estimated offering expenses totaling $1,659,375. We
intend to use the net proceeds as follows:

<TABLE>
<CAPTION>
PERCENTAGE OF
NET PROCEEDS NET PROCEEDS
------------ -------------
<S> <C> <C>
Purchase of additional inventory........................ $ 699,000 10.81%
Purchase of vending and refrigeration equipment......... 650,000 10.05%
Purchase of manufacturing and distribution equipment,
and/or other related strategic acquisitions........... 2,100,000 32.48%
Repayment and retirement of outstanding note and
interest to A. Donald McCulloch, Jr. and Carolyn B.
McCulloch, both of whom are stockholders of Global
Brands, and one of whom is a former director.......... 323,480 5.02%
Marketing and promotion................................. 520,000 8.04%
New product research and development.................... 200,000 3.09%
E-commerce and business-to-business distribution and
marketing............................................. 250,000 3.87%
New client selling and collateral materials............. 350,000 5.41%
General corporate purposes, including working capital... 1,373,145 21.23%
---------- -------
Total.............................................. $6,465,625 100.00%
========== =======
</TABLE>

Management will have broad discretion in the use of proceeds allocated to
general corporate purposes. In this regard, we may use up to $757,500 of the
general purpose proceeds to retire those convertible debentures due February
2001 which are not converted into common stock and, as such, may place such
funds in a segregated account for the benefit of those convertible debenture
holders who execute 12-month lock-up agreements regarding the shares of common
stock issuable upon the conversion of these debentures.

9
<PAGE>

Our indebtedness to A. Donald McCulloch, Jr. and Carolyn B. McCulloch as of
May 31, 2000 is evidenced by two promissory notes, one in the principal amount
of $152,500, which bears interest at the rate of 12% per annum, and represents
the outstanding principal amount of the original obligation, and the other in
the principal amount of $169,455, which represents accrued interest on the
original obligation, and is non-interest bearing. Both promissory notes to the
McCullochs mature upon the earlier to occur of:

* December 31, 2000;
* ten days after the receipt of funds by us of the proceeds of an initial
public offering of our common stock
* the sale of all or substantially all of our assets

Pending the above uses, we intend to invest the net proceeds from this
offering in short-term, interest-bearing, investment-grade securities.

DIVIDEND POLICY

We have not declared or paid any cash dividends on our common stock since
our inception and do not expect to pay any cash dividends on our common stock in
the foreseeable future. Holders of shares of our Series A Preferred Stock are
entitled to receive a quarterly dividend commencing on June 1, 2001 accruing
from March 1, 2001, of two ($0.02) cents per share prior to any other class of
stock receiving any dividends, and to participate in dividends declared and paid
on the common stock, on an "as-converted" basis. We currently intend to retain
future earnings, if any, after paying the dividend on the preferred stock, to
finance the expansion of our business.

CAPITALIZATION

The following table sets forth the capitalization of Global Brands as of
May 31, 2000: (1) on an actual basis, and (2) as adjusted to reflect the receipt
by Global Brands of the estimated net proceeds from the sale of our 1,300,000
shares of common stock offered hereby (after deducting the estimated offering
expenses and underwriter' compensation). The information described in the
following table assumes that none of the convertible subordinated debentures of
Global Brands have been converted. This table should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and related notes thereto included
elsewhere in this prospectus.

<TABLE>
<CAPTION>
MAY 31, 2000
------------------------------
AS ADJUSTED
TO REFLECT
NET PROCEEDS
ACTUAL OF OFFERING
----------- ------------
<S> <C> <C>
Convertible Subordinated Debentures..................... $ 757,500 $ 757,500
----------- -----------
Compensation Payable.................................... 101,092 101,092
----------- -----------
Preferred Stock, $.01 par value, 3,000,000 shares
authorized; Series A Convertible Preferred Stock,
1,206,000 shares issued and outstanding (actual and as
adjusted)............................................. 12,060 12,060
Common Stock, $.01 par value, 20,000,000 shares
authorized, 2,591,708 shares issued and outstanding
actual; 3,891,708 shares outstanding, as adjusted..... 25,917 38,917
Additional paid in capital.............................. 2,014,833 8,467,458
Accumulated Deficit..................................... (2,726,895) (2,726,895)
----------- -----------
Stockholders' equity (deficiency)....................... (674,085) 5,791,540
----------- -----------
Total capitalization.................................... $ 184,507 $ 6,650,132
=========== ===========
</TABLE>

10
<PAGE>
DILUTION

The net tangible book value of Global Brands as of May 31, 2000 was a
negative $1,141,971, or a negative $.44 per share. "Net tangible book value per
share" is determined by dividing the number of outstanding shares of common
stock into the net tangible book value of Global Brands (total tangible assets
less total liabilities). Assuming the sale by Global Brands of the 1,300,000
shares of common stock offered hereby at a price of $6.25 for one share, the net
tangible book value of Global Brands as of May 31, 2000 would have been
approximately $5,745,133 or $1.48 per share. This represents an immediate
increase in net tangible book value of $6,887,104 to existing stockholders and
an immediate dilution of $4.77 per share, 76%, to new investors purchasing
shares at the initial public offering price of $6.25 per share. The following
table illustrates the per share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share............. $ 6.25
Net tangible negative book value per share as of May 31,
2000................................................... $(.44)
Increase in net tangible book value per share attributable
to new investors....................................... 1.92
-----
Net tangible book value per share after the offering........ 1.48
------
Dilution per share to new investors......................... $ 4.77
======
</TABLE>

The following table summarizes as of May 31, 2000 the number of shares of
capital stock, including Series A Preferred Stock purchased from Global Brands
and the average cash price per share paid by existing stockholders and by
investors purchasing shares of common stock in this offering at an initial
public offering price of $6.25 per share, before deducting the underwriters'
compensation and other estimated offering expenses:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
------------------- ---------------------
NUMBER PERCENT AMOUNT PERCENT
--------- ------- ----------- -------
<S> <C> <C> <C> <C>
Existing stockholders............................. 3,797,708 74% $ 2,052,810 20%
New investors..................................... 1,300,000 26 8,125,000 80
--------- --- ----------- ---
Total............................................. 5,097,708 100% $10,177,810 100%
========= === =========== ===
</TABLE>

The sale by Messrs. Ferrante, Paul and Brescio of 195,000 shares of common
stock upon exercise in full of the underwriters' over-allotment option will
reduce the percentage of common stock held by existing stockholders to 62% of
the total number of shares of common stock to be outstanding upon consummation
of this offering and will increase the percentage of common stock held by new
investors to 38% of the total number of shares of common stock to be outstanding
upon consummation of this offering. See "Principal Stockholders."

The foregoing discussion and table exclude:

* the 130,000 shares of common stock issuable upon exercise of the 130,000
underwriters' common stock purchase warrants to be issued in connection
with this offering;

* 500,000 additional shares of common stock reserved for issuance under
the 1999 Stock Option Plan;

* 165,267 shares of common stock issuable upon exercise of outstanding
warrants at an exercise price of approximately $2.24 per share; and

* 505,000 shares of common stock issuable upon conversion of the $757,500
aggregate principal amount of convertible debentures presently
outstanding.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of
operations of Global Brands also should be read in conjunction with the
financial statements and related notes thereto included elsewhere in this
prospectus.

11
<PAGE>
FISCAL YEAR 2000 ENDED FEBRUARY 29, 2000 COMPARED TO FISCAL YEAR 1999 ENDED
FEBRUARY 28, 1999.

Global Brands' net loss for the year ended February 29, 2000 was $(162,012)
as compared to ($439,416) for the year ended February 28, 1999 and loss before
depreciation and amortization, other income and interest expense was ($36,195)
for the year ended February 29, 2000 as compared to ($371,607) for the year
ended February 28, 1999. The decrease in net loss and loss before depreciation
and amortization, other income and interest expense was primarily due to an
increase in net sales and a decrease in expenses. Net sales for the year ended
February 29, 2000 increased approximately 26% from those of the year ended
February 28, 1999. The increase in sales is attributable to the addition of new
customers, the sale of new products such as orange and apple juice, and
increased sales of private label beverages in new territories. Cost of sales as
a percentage of sales and gross profit remained relatively constant for both
periods and was approximately 66% and 34%, respectively. Included in the cost of
sales are all raw materials to produce our 16 oz. and 12 oz. products. These
costs include flavoring, glass, trays, labels, partitions, bottling and packing
fee. Also included are freight charges to ship all raw materials to our
production facility. Expenses for the year ended February 29, 2000 decreased
approximately 2% as compared to the prior year primarily as a result of the fact
that there was a decrease in wages, selling and promotional expense and to a
lesser extent product development expenses. Other income increased as compared
with that of the prior year. Interest expense increased $128,955 as compared
with that of the prior year as a result of an increase in corporate debt.

BALANCE SHEET DATA AS OF FEBRUARY 29, 2000 AS COMPARED TO BALANCE SHEET DATA AS
OF MAY 31, 2000.

As of February 29, 2000, Global Brands had cash and cash equivalents of
$115,143 as compared to $118,245 as of May 31, 2000 and other current assets of
$29,638 as of February 29, 2000 as compared to $23,440 as of May 31, 2000. The
decrease in other current assets is primarily attributable to amortization of
prepaid expenses.

As of February 29, 2000, Global Brands had accounts receivable (less an
allowance for doubtful accounts) of $204,934 as compared to $342,699 as of May
31, 2000. This increase in accounts receivable is the result of timing
differences in the collection of outstanding invoices.

As of February 29, 2000, Global Brands had inventory of $573,048 as
compared to $627,304 as of May 31, 2000. This increase is the result of
anticipated higher summer sales volume and larger inventory levels to support
those sales.

Property and Equipment increased from $180,975 as of February 29, 2000 to
$193,307 as of May 31, 2000 as a result of an increase in the number of beverage
coolers that Global Brands purchased for use by customers during the three
months ended May 31, 2000.

Debt Placement Fees decreased from $62,777 as of February 29, 2000 to
$45,656 as of May 31, 2000 as a result of amortization of such costs.

Accounts Payable and accrued expenses increased from $803,179 as of
February 29, 2000 to $1,014,894 as of May 31, 2000 as a result of increased
production costs and interest accruals relating to the subordinated debentures.

All other balance sheet items (other than deferred offering costs and
accumulated deficit) remained relatively constant as of May 31, 2000 as compared
to February 29, 2000. Accumulated deficit decreased as a result of the
recognition of net income for the three months ended May 31, 2000.

THREE MONTHS ENDED MAY 31, 2000 COMPARED TO THREE MONTHS ENDED MAY 31, 1999

Global Brands generated a net income of $9,542 for three months ended May
31, 2000 as compared to net income of $6,813 for the three months ended May 31,
1999. This increase is attributable to cost cutting measures which reduced
overall expenses. Net sales for the three months ended May 31, 2000 were
$989,214 as compared to $1,033,677 for the three months ended May 31, 1999,
representing an approximately 4% decrease. The decrease in sales was primarily a
result of a decrease in the sale of our Swiss Natural brands products.

12
<PAGE>

Cost of sales as a percentage of sales was 63% for the three months ended
May 31, 2000, as compared to 56% for the three months ended May 31, 1999. Gross
profit as a percentage of sales was approximately 37% for the three months ended
May 31, 2000 as compared to 44% for the three months ended May 31, 1999. The
decrease in gross profit reflects a decision to supply our customers with 16 oz.
product, which has a higher cost than our normal 12 oz. product, at the same
sales price as the 12 oz. product. This decision was due to a shortage of 12 oz.
glass. Total expenses for the three months ended May 31, 2000 decreased
approximately 20% as compared to that of the three months ended May 31, 1999,
primarily as a result of a decrease in general and administrative expenses and
selling and promotional expenses and to a lesser extent a decrease in product
development and other expenses, which was offset by an increase in depreciation
and amortization expense, and interest expense. General and administrative
expenses decreased as a result of a decrease in wages due to a decrease in the
number of employees which was offset by an increase in consulting fees incurred.
Selling and promotional costs decreased as a result of a decrease in sales
consulting fees, and a decrease in commissions paid to brokers.

LIQUIDITY AND CAPITAL RESOURCES.

At February 29, 2000, Global Brands had cash and cash equivalents of
$115,143 as compared to $530,729 at February 28, 1999. The decrease in cash and
cash equivalents during the twelve month period ended February 29, 2000 is due
to $404,416 of cash used in operating activities and, to a lesser extent,
$141,660 of cash used in investing activity partially offset by $130,490 of cash
provided by financing activities. Cash provided by financing activities during
the twelve month period ended February 29, 2000 consisted of proceeds from a
bank line of credit issued to Global Brands less amounts utilized to pay
deferred offering costs and payments made on notes to stockholders. Cash used in
investing activities during the twelve month period ended February 29, 2000
consisted of payments made to purchase property and equipment.

At May 31, 2000, Global Brands had cash and cash equivalents of $118,245 as
compared to $115,143 at February 29, 2000. The increase in cash and cash
equivalents of $3,102 from February 29, 2000 is due to $62,119 of cash provided
by operating activities, offset by $25,107 of cash used in investing activities,
and $33,910 of cash used in financing activities. Cash used in financing
activities during the three month period ended May 31, 2000 was primarily
deferred offering costs of this offering and to a lesser extent, interest
payments made on the debt and interest payable to a stockholder of Global
Brands. Cash used in investing activities during the three month period ended
May 31, 2000 consisted of payments made to purchase equipment. Global Brands
invests its cash in a money market fund.

Based upon its current operating plan, Global Brands anticipates that the
net proceeds of this offering, together with cash generated from operations,
will be sufficient to satisfy its future liquidity requirements for at least the
next 12 months. However, the ability of Global Brands to meet future liquidity
needs is directly related to its sales volume and the costs associated with the
development and marketing of its products. It is anticipated that a portion of
the proceeds of this offering will be used to purchase refrigeration equipment
and vending equipment to be used by our customers to hold and display our
products. It is anticipated that this will be an ongoing expense which will
adversely affect Global Brands' cash flow. Furthermore, Global Brands may have
the on-going expense of making interest payments to any holder of its
convertible debentures who does not convert its debenture into shares of common
stock. Since Global Brands does not currently have any outside sources of
financing, except a line of credit, all of these expenses will have to be paid
for either out of the proceeds of this offering or cash generated from
operations.

BUSINESS
OUR BUSINESS STRATEGY

Our business strategy consists of the following elements:

* Expand core business. Our current core business can be increased within
the list of current clients, and with expanded utilization of the Swiss
Natural brand.

13
<PAGE>
* New franchise business. We recognize that our ability to successfully
implement proven proprietary label programs with well-known established
franchise brands enhances our ability to expand to new clients.

* Enter new brand categories. We recognize the growth opportunity in
acquiring the rights to use familiar corporate, trade and brand names and
logos from third parties to expand revenues.

* Enter new product categories. In addition to our current core business
and brand beverage programs we will continue to explore strategic new
product categories.

* Pursue strategic acquisitions and alliances. We intend to identify
opportunistic acquisitions of related businesses which will enhance our
ability to develop and grow our branding strategy. We may effect these
acquisitions with cash, stock or a combination of cash and stock.

* Exploit our operating efficiencies. We believe our current infrastructure
and low-overhead operating methods can accommodate significant growth
without a proportionate increase in our operating and administrative
expenses, thereby increasing our operating margins.

* Expand our management team. We intend to expand our current Board of
Directors with new key members and create an industry advisory board to
assist us with the growth and implementation of our strategic plan.

OUR COMPANY

We were incorporated under the laws of the State of Delaware in April 1993.
We changed our name from Swiss Natural Foods, Inc. to Swiss Natural Brands, Inc.
on October 1, 1999 and from Swiss Natural Brands, Inc. to Global Brands, Inc. on
April 12, 2000. Our principal office is located at 1031 Route 9W, Upper
Grandview, New York 10960, and our telephone number at that location is (914)
358-1212.

INDUSTRY OVERVIEW

Our business competes in the fruit juices, fruit drinks that are not 100%
juice, sparkling and still water, ready-to-drink teas, sports drinks and natural
soda category of the beverage industry.

From 1992 to 1999, this category of the beverage market has experienced
significant growth, with volumes tripling, from 480 million cases to 1.5 billion
cases, according to the Beverage Digest Fact Book. In 1999, the Beverage Digest
Fact Book indicated that the volume of this category of the beverage market grew
to approximately 1.5 billion cases. Nonetheless, this category of the beverage
market currently remains only a small portion of the entire beverage market,
which, in the opinion of management, provides significant opportunity for future
growth.

In general, the segments of the beverage category in which Swiss Natural
label beverages compete enjoyed strong growth in 1999. According to information
published in the Beverage Digest Fact Book 2000, the fruit juice and fruit juice
drink segment grew from 555 million cases sold in 1998 to 595 million cases sold
in 1999, and the ready to-drink tea segment grew from 400 million cases sold in
1998 to 430 million cases sold in 1999.

The fruit juices, fruit drinks that are not 100% juice, sparkling and still
water, ready-to-drink teas, sports drinks and natural soda category generally
consists of products classified as "premium", more specialized goods, and to a
lesser extent, "non-premium", lower-margin, generic or more mainstream products.
Premium beverage products typically command higher prices and higher margins for
the brand owner, the distributor and the retailer than other beverages because
of the following:

* Higher Quality Ingredients. Premium beverage ingredients are positioned
to be higher quality and usually do not include preservatives.

* Distribution. The primary distribution channels for premium beverages are
convenience stores and other small retail outlets. These locations
usually sell premium beverages in single refrigerated cold servings
instead of at room temperature in larger containers.

14
<PAGE>
* Packaging and Marketing. Packaging is a key differentiation in the
single-serve market and critical to building a premium image. Marketing
premium beverages relies heavily on product innovation, unique
advertising and availability.

OUR BUSINESS

We market and sell a variety of premium beverages, including fruit flavored
drinks, fruit juices, iced teas and 100% spring water under both our proprietary
Swiss Natural trademark and private label brands. A significant portion of our
business consists of sales of six flavored beverages, including one diet
beverage and two 100% juice products under a private label beverage program
developed by us for Sbarro Inc. Under the Swiss Natural brand, we market and
distribute vitamin-fortified flavored beverages and two 100% juice products,
including three diet beverages. One of our larger customers for our Swiss
Natural brand products are Dunkin' Donuts franchisees. Our sales to the Dunkin'
Donuts franchisees, as well as to Sbarro Inc., each represent at least 10% of
our total overall revenues.

Prior to March 1996, our revenues were derived solely from the sale of our
Swiss Natural labeled beverages. At present we sell our beverages under a
private label in almost all Sbarro franchise restaurants including many Sbarro
restaurants located outside the United States. Our line of beverages is the only
authorized bottled soft drink of its kind to be sold in the Sbarro restaurants.
In January 1998, we renewed our agreement with Sbarro granting us a right of
first refusal to be the exclusive supplier of Sbarro private label beverages for
a three year period of time. We have agreed, as long as we are supplying
beverages to Sbarro, to refrain from developing a private label program for any
other company which sells pizza as its primary source of revenue.

Sbarro is a major customer of ours and we depend significantly upon the
sale of our beverages to Sbarro. At the request of Sbarro, we began production
of two 100% juice products to be supplied to Sbarro under the private label
program. We have been advised that the two 100% juice products supplied by
Global Brands have replaced all other juices currently being sold by the Sbarro
franchise restaurants and are the only authorized 100% juice products sold by
such franchise restaurants.

In February 1998, we began to supply our juice and other beverage products
on a trial basis to approximately 22 Dunkin' Donut franchisees which are
supplied from the Mid-Atlantic Dunkin' Donut regional distribution center. On
March 29, 1999 we executed a three year agreement with this Dunkin' Donuts
regional distribution center which designates our Swiss Natural label beverages
as authorized beverages for the region, which includes approximately 900 Dunkin'
Donuts franchisees. We currently supply approximately 200 Dunkin' Donuts
franchisees with our Swiss Natural label beverages. In February 2000, Swiss
Natural labeled beverages were approved for distribution through the South East
regional distribution center of Dunkin' Donuts. Sales to the South East region
began in March 2000. In March 2000, Swiss Natural labeled beverages were
approved for distribution through the Mid-West regional distribution center of
Dunkin' Donuts. Sales to the Mid-West region began in April 2000. The Dunkin'
Donut franchisees, however, may purchase bottled beverage products from any
supplier that they choose.

We recently started supplying bottled spring water under a private label to
a national fast food chain.

We also utilize multiple independent distributors to sell Swiss Natural
labeled beverages. In March of 2000 we were approved for distribution by one of
the largest independent distributors servicing approximately 4,000 pizza stores
in the North East to distribute and sell the entire line of Swiss Natural
labeled beverages. Our independent distributors sell Swiss Natural label
beverages to food service accounts, convenience stores, delicatessens, pizza
restaurants, golf courses, hotels, schools, cafeterias, fitness clubs and a
variety of other outlets which sell beverages. In March 1997, we executed a
letter of understanding with Ritter/Sysco Food Services, Inc., a division of
Sysco, a national food service distributor for distribution of our beverages to
food service customers receiving our beverages within a 100 mile radius of
Columbus Circle, New York, New York.

15
<PAGE>
During the fiscal year ended February 29, 2000, our Swiss Natural brand
sales totaled $1,184,249 compared to $628,194 for the prior fiscal year. This
represents an increase of approximately 89%. Sales of our Swiss Natural brands
carry a significantly higher gross profit percentage than our private label
products. Gross profit percentage on Swiss Natural brand sales range by accounts
from approximately 33% to 56%. Sales of private label beverages totaled
$2,694,192 for the fiscal year ended February 29, 2000 compared to $2,433,392
for the prior fiscal year. This represents an increase of approximately 11%.
Gross profit percentage on sales of private label beverages ranges from
approximately 28% to 31%.

During the fiscal year ended February 28, 1999, the five largest
distributors of Swiss Natural label beverages purchased approximately 76% of the
case sales of our Swiss Natural label beverages (approximately 19% of the case
sales of all of our beverages including our private label beverages), each
purchasing in excess of approximately 9% of the case sales of Swiss Natural
label beverages, with none of the distributors accounting for more than
approximately 30% of our sales of Swiss Natural label beverages. During the
fiscal year ended February 29, 2000, the five largest distributors of Swiss
Natural label beverages purchased approximately 77% of the case sales of our
Swiss Natural label beverages (approximately 27% of the case sales of all of our
beverages including our private label beverages), each purchasing in excess of
approximately 3% of the case sales of Swiss Natural label beverages. No one
distributor accounted for more than approximately 44% of our sales of Swiss
Natural label beverages sold in such fiscal year.

OUR INTERNET STRATEGY

We have initiated the development of an e-commerce plan which we expect
will increase direct distribution to customers and retailers utilizing the
Internet and a company website. In connection with our Internet distribution
initiative, we are developing new packaging concepts for our products which we
believe will help to promote our retail and business-to-business sales over the
Internet, as well as increase the efficiency and lower the cost of our
distribution systems. We have purchased several web-site names, are interviewing
web-site developers and estimate that the site will be operational in 2000.

OUR PRODUCTS

We currently sell nine (9) naturally flavored beverages under the
trademarks Swiss Natural Icy Berry, Swiss Natural Diet Icy Berry, Swiss Natural
Icy Citrus, Swiss Natural Icy Melonade, Swiss Natural Lemon Icy Tea, Swiss
Natural Diet Icy Tea With Lemon, Swiss Natural Raspberry Icy Tea, Swiss Natural
Peach Icy Tea and Swiss Natural Diet Peach Icy Tea. In addition, we sell a 100%
orange juice product and a 100% apple juice product under the Swiss Natural
label. The Swiss Natural Diet Icy Berry, Diet Peach Icy Tea and Diet Icy Tea
With Lemon were introduced to attract customers who are calorie conscious. We
also sell six naturally flavored beverages, a 100% orange juice product, a 100%
apple juice product and a bottled spring water under our private label program.
All of our beverages are made utilizing natural flavors and juices and none
contain preservatives or artificial colors. In addition, the beverages sold
under the Swiss Natural label are fortified with our "Ultrapeak(R) " vitamin
formula, a specific combination of vitamins. Our beverages have a shelf life of
approximately nine (9) months and typically are sold to consumers within sixty
to ninety days of their production.

RAW MATERIALS

We procure our bottles, water, juice products, apple and orange juice
concentrates, high fructose corn syrup, citric acid, our vitamin formulation and
other designated ingredients used in our proprietary beverages from various
suppliers which then supply our independent bottling company. Each of these
ingredients is readily available from several alternative suppliers.

We purchase our proprietary flavor bases from an independent flavor
supplier. We are the sole owner of the service formulae used in connection with
the production and manufacture of our beverages. If for any reason our flavor
supplier were to cease to supply the flavor bases used in our

16
<PAGE>
proprietary service formula to us, we believe we would be able to secure an
alternate source of supply.

PRODUCTION

All of our Swiss Natural label and private label beverages other than
spring water, are currently manufactured and bottled by an independent bottling
company. We have recently reached a multi-year production agreement with the
bottling facility. In accordance with our arrangement they are to provide basic
raw materials for our beverages such as water, while we provide a flavor base,
together with our Ultrapeak(R) vitamin formula. Our finished product is then
manufactured in accordance with our specifications in distinctive glass bottles
supplied by us utilizing our specified labels on such bottles. We purchase our
labels from an independent label manufacturer. We place orders for finished
goods with the bottler on a monthly basis based upon our best estimates of our
future needs prior to our receipt of orders from distributors. We monitor the
production of our beverages to assure adherence to production procedures and
quality standards. In addition, some of our suppliers have entered into
confidentiality agreements to protect our trade secrets. We have not experienced
any significant returns or incidents of product spoilage which we believe is due
to the nature of our customers and their ability to move product quickly. Our
spring water is bottled in a facility located in Pennsylvania.

We have an arrangement with an independent storage company for the storage
of all of our finished goods inventory. Inasmuch as neither we nor a majority of
our customers own or operate any trucking companies, we utilize third-party
trucking services to deliver product to our customers.

All of our tea and fruit beverages, including both the Swiss Natural label
and the private label beverages, are currently sold in our proprietary 16 ounce
and 12 ounce, single serve, wide-mouth glass container, which has a distinctive
and unique shape designed to stimulate consumer interest and create brand
recognition. We use a private mold for the production of such glass containers
and we purchase these containers from an independent third party glass
manufacturer. The glass manufacturer does not have a written supply agreement
with us. Our spring water is bottled in a plastic container. We are researching
and developing the use of other packaging containers, such as plastic containers
and aluminum cans, to expand the distribution of our brand. We plan to use the
new types of packaging in additional distribution channels including electronic
commerce.

TRADEMARKS AND COPYRIGHTS

We have obtained registered trademarks to protect the name "Swiss
Natural(R)" and the slogan "Reach For The Peak(R)" used in selling our
beverages. We have also obtained registered trademarks for the marks "Swiss
Natural Icy Berry(R)", "Swiss Natural Icy Citrus(R)", "Swiss Natural Icy
Melonade(R)", "Swiss Natural Icy Coffee(R)" and for "Swiss Natural Icy Tea(R)",
and "Ultra Peak(R)", the name of our vitamin formula. We use a private mold
for the production of our proprietary glass container. As to our beverage
formulations, we rely on the unpatented know-how of our Chief Executive Officer
and the confidentiality agreements with our flavor manufacturer, our bottling
company and our employees.

COMPETITION

Competition in the beverage industry is intense. We face competition from
other beverage companies providing similar products such as Snapple, Fruitopia,
Ocean Spray, Arizona and Mistic and various other lesser known brands. We also
face competition from other beverage companies providing other beverages. Many
of our competitors, including the dominant brands named above, are better
established and have greater financial resources than us. We believe that the
quality of our beverages, distribution strategy, private label business,
competitive prices and profit margins will enable us to compete with these
companies.

17
<PAGE>
SALES AND MARKETING STRATEGY

Our marketing strategy is to create a consumer awareness of our brand in
our targeted markets as well as to increase our client base of private label
customers. The core marketing campaign theme of our Swiss Natural label
beverages has been and will be centered around our "Reach For The Peak(R) "
registered trademark. We also emphasize the fact that our products provide great
taste with enhanced nutritional benefits and utilize no artificial coloring or
preservatives. We also promote the fact that our products contain natural
ingredients.

To date, we have focused our marketing efforts mainly in the New York
metropolitan area. Following the consummation of this offering, we intend to
further market our Swiss Natural label beverages in other regions of the United
States such as the Northeast, the Southeast, the Mid-Atlantic and the West Coast
and to increase our sales to private label customers.

Our sales strategy has been to provide a superior product at an
advantageous profit margin for both the distributor and retailer. This strategy
enables us to secure a degree of market acceptance and distribution capability
generating repeat sales with minimal expense for advertising. In addition, we
have offered, from time to time, sales allowances and/or discounts to
distributors based upon their performance. Our sales strategy has not included
the use of consignment sales. In order to increase our sales volume, we intend
to expend additional capital for an expanded sales force and enhanced
promotional material.

GOVERNMENT REGULATION

The production and sale of our beverages are subject to the rules and
regulations of various federal, state and local food and health agencies,
including the U.S. Food and Drug Administration. The FDA also regulates the
labeling of containers including, without limitation, statements concerning
product ingredients.

We are also subject to various federal, state and local environmental laws
and regulations that limit the discharge, storage, handling and disposal of a
variety of substances and by laws and regulations relating to workplace safety
and worker health, principally the Occupational Safety and Health Administration
Act, as well as similar state laws and regulations. We believe that we comply in
all material respects with these laws or regulations, although we cannot assure
that future compliance with such laws or regulations will not have a material
adverse effect on our results of operations or financial condition. We did not
incur any significant costs in the fiscal year ended February 29, 2000 to comply
with environmental laws.

EMPLOYEES AND CONSULTANTS

Our chief executive officer and chief financial officer are also directors
and stockholders of our company. We presently employ three other people at our
executive offices on a full time basis, none of whom has a written employment
agreement with us. Two of the other employees are engaged in sales and marketing
and one employee is a certified public accountant who performs accounting
services. Our chief executive officer devotes his full business time to our
business, and our chief financial officer devotes a majority of his business
time to our business. Our chief financial officer, an attorney and certified
public accountant, is engaged in the practice of law. In addition, from time to
time we engage sales consultants to assist us in expanding the sales and
distribution of our products.

We do not currently have any contingent forms of compensation for our
officers and directors, including any pension, retirement, stock appreciation,
or other compensation plan other than our 1999 Stock Option Plan. However, we
anticipate that we will institute such other forms of compensation in the
future.

We have never had a work stoppage and our employees are not represented by
any collective bargaining unit. We consider our relations with our employees to
be good. Our future success will depend, in part, on our ability to continue to
attract, integrate, retain and motivate highly qualified sales and managerial
personnel for whom competition is intense.

18
<PAGE>
SLOTTING FEES

For us to achieve placement of our products in certain supermarket chains
and individual supermarket stores, it may sometimes be necessary for us to
purchase shelf space by paying slotting fees. Typically, supermarket chains and
prominent local supermarkets impose these charges as a one time payment before
the products are permitted in the store or chain. Slotting fees are less
frequently imposed by other types of retail outlets such as individual
convenience stores and delicatessens. The fees are negotiated on an individual
basis.

MARKETING AND PROMOTION

We intend to position Swiss Natural label beverages as a brand name
synonymous with products of superior quality and nutritional benefit with great
taste. To date, we have used a limited amount of point of sale promotion
material, and we previously utilized some radio advertisements.

We believe that increased marketing expenditures may be necessary in order
to increase sales volume. During the current fiscal year, marketing expense is
budgeted at approximately three percent (3%) of Swiss Natural label beverage net
sales. On an ongoing basis we anticipate our marketing budget to be
approximately six percent (6%) to eight percent (8%) percent of the Swiss
Natural label beverage net sales. In addition, we anticipate a continuation of
our discount policy to distributors, which may result in higher promotional
expenses.

LEGAL PROCEEDINGS

We are not a party to any legal proceedings. However, from time to time we
may be subject to legal proceedings and claims in the ordinary course of
business. Such claims, even if not meritorious, could result in the expenditure
by us of significant financial and managerial resources.

FACILITIES

Our executive and administrative office is located in approximately 1,250
square feet of office space located at 1031 Route 9W, Upper Grandview, New York.
Global Brands does not pay rent for the use of this office space. The office
space is owned by Dr. Ralph M. Ferrante, our Chairman and Chief Executive
Officer. We are currently seeking new office space to occupy as a primary site
of executive operations and anticipate moving our corporate headquarters to the
State of New Jersey. We have no other office facilities.

MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS

Set forth below is certain information regarding our directors and
executive officers.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Dr. Ralph M. Ferrante........................... 46 Chief Executive Officer, Chairman of the
Board and Secretary
Herbert M. Paul................................. 65 Chief Financial Officer, President,
Assistant Secretary and Director
James P. McCann................................. 42 Director
Kenneth D. Greenblatt........................... 54 Director -- Nominee
Donald L. Antle................................. 61 Director -- Nominee
</TABLE>

DR. RALPH M. FERRANTE has been our Chief Executive Officer, Chairman of the
Board of Directors and Secretary since 1993. From 1982 to 1992, he was the
Executive Vice President of Ferrante Enterprises, Inc., a real estate
development company which he co-founded. From 1981 to 1985, he was a practicing
chiropractor at the Rockland Health Center. Dr. Ferrante has a Doctor of
Chiropractic degree from New York Chiropractic College and a BBA degree from
Pace University.

19
<PAGE>
HERBERT M. PAUL is a certified public accountant and an attorney and has
been our Chief Financial Officer, President, Assistant Secretary and a Director
since 1993. Since 1981, Mr. Paul has been the managing partner of Herbert Paul,
P.C., a law firm specializing in business and tax matters. Prior to 1981, he was
a senior partner at Touche Ross & Co., an international accounting firm which
was the predecessor to Deloitte & Touche. Mr. Paul has been a trustee and a
professor at New York University as well as a member of various professional
committees. Mr. Paul has an MBA degree from the New York University Graduate
School of Business, an LLM degree from the New York University Graduate School
of Law, a JD degree from Harvard Law School and a BBA degree from Baruch
College. Mr. Paul is listed in Who's Who in Finance & Industry, Who's Who in
American Law and Who's Who in America.

JAMES P. MCCANN is a First Vice President at Prudential Securities. He had
been a First Vice President at Paine Webber since 1994, where he was directly
responsible for the management of in excess of $240 million of funds. Mr.
McCann's responsibilities include fixed income management and equity investments
for clients. Mr. McCann was employed by Paine Webber in 1981 when he graduated
from Manhattan College with a B.B.A. degree. Mr. McCann has been a director of
Global Brands since March 1, 1999.

KENNETH D. GREENBLATT was employed from 1968 to 1981 at Gilbert Frank
Corporation, a privately held textile company where he became President in 1976.
In 1981 Gilbert Frank Corporation was purchased by Guilford Mills Incorporated,
a public company where Mr. Greenblatt served as Chairman of the Gilbert Frank
division until 1987. In 1987 Mr. Greenblatt founded Waverly Converting Inc. a
textile company which was purchased by Missbrenner, Inc. where Mr. Greenblatt
served as President until 1997. From 1997 to the present, Mr. Greenblatt has
been Chairman of the Board of Kenneth John Productions, a Broadway production
company which has produced 17 shows winning 23 Tony awards since 1981. Mr.
Greenblatt has a BBA degree in Finance from the University of Miami. Mr.
Greenblatt is a member of the Presidents Council of the University of Miami, and
serves on the Board of Directors of the Helen Hayes Theater.

DONALD L. ANTLE has since 1987 been founder and President of Antle
Enterprises a private beverage industry consulting firm specializing in company
sales, mergers and acquisitions, corporate financing, industry expert witness,
and new product introductions. Mr. Antle began his beverage career in 1958 with
the Seven-Up Bottling Company in Colorado. In 1962 he joined the Dr Pepper
Company as a zone manager, in 1964 he became Division manager, and then in 1973
became Vice President of Franchise at the Dr. Pepper Company. In 1982 Mr. Antle
became President of Premier Beverages, which marketed the Welch's soft drink
brand. Mr. Antle has a BBA degree from the University of Colorado.

BOARD OF DIRECTORS

Directors are elected at the annual meeting of our stockholders to hold
office for a designated period not to exceed one year or until their successors
are elected and qualified. Officers serve at the discretion of the Board.
Directors may receive such compensation for their services as is fixed from time
to time by resolution of the Board.

DIRECTOR'S COMPENSATION

Directors currently receive no compensation for their service as such. We
anticipate granting no more than an aggregate of 20,000 options to purchase
shares of common stock at the initial public offering price to our outside
directors as compensation for their services as directors. We do reimburse
directors for their reasonable expenses incurred in attending meetings of the
Board of Directors.

COMPENSATION OF OFFICERS AND KEY EMPLOYEES

Each of our officers has agreed to forego payment for all services
performed by them on our behalf during the period from our inception until
February 28, 1995 pursuant to agreements between us and each of our officers.
However, such officers, as well as two of our employees, one of whom is

20
<PAGE>
no longer with us, were owed money for services performed for us during the
fiscal year ended February 29, 1996 and a portion of the fiscal year ended
February 28, 1997. In February, 1998, Dr. Ferrante, Mr. Paul and Mr. Brescio
canceled all indebtedness owed to them by us, including all indebtedness for
compensation owed to them by us, in exchange for shares of common stock. At that
time, we owed $601,737, $152,819 and $93,419 to Dr. Ferrante, Mr. Paul and Mr.
Brescio, respectively. Accordingly, in exchange for the cancellation of
indebtedness, we issued 353,653, 89,815 and 54,904 additional shares of our
common stock to Dr. Ferrante, Mr. Paul and Mr. Brescio, respectively. At
present, the only indebtedness of ours remaining for accrued and unpaid
compensation is to a former employee and stockholder in the amount of $101,092.

We have entered into an employment agreement with Dr. Ralph M. Ferrante
pursuant to which Dr. Ferrante has agreed to continue to serve as our Chief
Executive Officer until February 28, 2002. Dr. Ferrante's employment agreement
provides that for the years ended February 29, 2000 and February 28, 2001 he
will receive a base salary of $168,000 per annum, a $13,000 payment for medical
insurance, a $10,000 payment for life insurance and a $7,200 car allowance; and
that for the fiscal year ended February 28, 2002 he will receive a base salary
of $225,400, a $13,000 payment for medical insurance, a $12,000 payment for life
insurance and a car allowance of $9,600.

Herbert Paul has agreed to continue to serve as our President and Chief
Financial Officer. We have also entered into a consulting agreement with Mr.
Paul until February 28, 2002. Mr. Paul's consulting agreement provides that for
the years ended February 29, 2000 and February 28, 2001 he will receive
consulting fees of $99,750 per annum, a $4,750 allocation for medical insurance
and a $4,750 allocation for life insurance; and that for the fiscal year ended
February 28, 2002 he will receive a consulting fee of $130,700 and a
continuation of the allocations for medical and life insurances.

SUMMARY OF COMPENSATION

The following Summary Compensation Table sets forth information concerning
compensation earned in the three fiscal years ended February 28, 1998, February
28, 1999 and February 29, 2000, by our Chief Executive Officer and President
(the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
-------------------------------------------------- --------------------------------------------------
AWARDS PAYOUTS
------------------------- ----------------------
RESTRICTED SECURITIES
NAME AND FISCAL YEAR OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
PRINCIPAL ENDED SALARY BONUS COMPENSATION AWARD(S) OPTIONS/SARS PAYOUTS COMPENSATION
POSITION FEBRUARY 28(29) ($) ($) ($) ($) (#) ($) ($)
--------- --------------- ------ ----- ------------ ---------- ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dr. Ralph Ferrante... 2000 168,000 -- 7,200 -- -- -- 23,000
Chairman of the 1999 160,000 -- 7,200 -- -- -- --
Board and Chief 1998 140,000 -- 7,200 -- -- -- --
Executive Officer
Herbert Paul......... 2000 -- -- 109,250 -- -- -- --
President and Chief 1999 -- -- 99,750 -- -- -- --
Financial Officer 1998 -- -- 87,083 -- -- -- --
</TABLE>

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

As permitted pursuant to the corporate law of the State of Delaware, our
state of incorporation, the Certificate of Incorporation requires that we
indemnify our directors and officers against certain liabilities and expenses
incurred in their service in such capacities to the fullest extent permitted by
applicable law. These provisions would provide indemnification for liabilities
arising under the federal securities laws to the extent that such
indemnification is found to be enforceable under, and to be in accordance with
applicable law. Additionally, we have entered into an indemnity agreement with
each director and officer which generally provides that they are indemnified
with respect to actions taken in good faith. Furthermore, the personal liability
of the directors is limited as provided in our Certificate of Incorporation.

21
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore unenforceable.

GLOBAL BRANDS 1999 STOCK OPTION PLAN

The Global Brands 1999 Stock Option Plan was ratified and approved by our
Board of Directors on June 30, 1999. The 1999 Stock Option Plan is intended to
promote our long term financial interests and growth by providing employees,
officers, directors, and consultants with appropriate incentives and rewards to
enter into and continue in the employ of, or their relationship with, us and to
acquire a proprietary interest in our long-term success; and to reward the
performance of individual officers, other employees, consultants and directors
in fulfilling their responsibilities for long-range achievements.

GENERAL

The 1999 Stock Option Plan provides for the granting of awards to such
officers, other employees, consultants and directors of our company and its
affiliates as the Board of Directors may select from time to time. A total of
500,000 shares of common stock has been reserved for issuance under the 1999
Stock Option Plan.

If any shares subject to an award are forfeited, canceled, exchanged or
surrendered or if an award otherwise terminates or expires without a
distribution of shares to the holder of such award, the shares of common stock
with respect to such award will, to the extent of any such forfeiture,
cancellation, exchange, surrender, termination or expiration, again be available
for the awards under the 1999 Stock Option Plan.

In the event that the compensation committee determines that any dividend
or other distribution (whether in the form of cash, common stock, or other
property), recapitalization, stock split, reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, or share exchange, or other
similar corporate transaction or event, affects the common stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of holders of awards under 1999 Stock Option Plan, then the compensation
committee will make such equitable changes or adjustments as it deems necessary
or appropriate to any or all of (i) the number and kind of shares of common
stock or other property (including cash) that may thereafter be issued in
connection with awards, (ii) the number and kind of shares of common stock or
other property (including cash) issued or issuable in respect of outstanding
awards and (iii) the exercise price, grant price, or purchase price relating to
any award; provided that, with respect to incentive stock options, such
adjustment shall be made in accordance with Section 424(h) of the Code.

ADMINISTRATION

The 1999 Stock Option Plan will be administered by the compensation
committee. The compensation committee has the authority in its sole discretion,
subject to and not inconsistent with the express provisions of the 1999 Stock
Option Plan, to administer the 1999 Stock Option Plan and to exercise all the
powers and authorities either specifically granted to it under, or necessary or
advisable in the administration of, the 1999 Stock Option Plan, including,
without limitation, the authority to grant awards; to determine the persons to
whom and the time or times at which awards shall be granted; to determine the
type and number of awards to be granted, the number of shares of common stock to
which an award may relate and the terms, conditions, restrictions and
performance goals relating to any award; to determine whether, to what extent,
and under what circumstances an award may be settled, canceled, forfeited,
exchanged, or surrendered; to make adjustments in the performance goals in
recognition of unusual or non-recurring events affecting Global Brands or the
financial statements of Global Brands (to the extent not inconsistent with
Section 162(m) of the Code, if applicable), or in response to changes in
applicable laws, regulations, or accounting principles; to construe and
interpret the 1999 Stock Option Plan and any award; to prescribe, amend and
rescind

22
<PAGE>
rules and regulations relating to the 1999 Stock Option Plan; to determine the
terms and provisions of agreements evidencing awards; and to make all other
determinations deemed necessary or advisable for the administration of the 1999
Stock Option Plan.

AWARDS UNDER THE 1999 STOCK OPTION PLAN

No options have been granted under the 1999 Stock Option Plan. Unless
otherwise determined by the compensation committee, options granted pursuant to
the 1999 Stock Option Plan will become exercisable ratably over three years
commencing on the first anniversary of the date of grant, but in no event may an
option be exercised more than 10 years following the date of its grant. The
purchase price per share payable upon the exercise of an option will be
established by the compensation committee; provided, however, that incentive
stock options may not have an exercise price less than the fair market value of
a share of common stock on the date of the grant. The option exercise price is
payable by any one of the following methods or a combination thereof:

* in cash or by personal check, certified check, bank cashier's check or
wire transfer;
* in shares of common stock owned by the participant for at least six
months prior to the date of exercise and valued at their fair market
value on the effective date of such exercise; or
* by such other method as the compensation committee may from time to time
authorize.

The compensation committee also has the authority to specify, at the time
of grant or, with respect to options that are not intended to qualify as
incentive stock options ("non-qualified stock options"), at or after the time of
grant, that a participant shall be granted a new non-qualified stock option (a
"reload option") for a number of shares of common stock equal to the number of
shares of common stock surrendered by the participant upon exercise of all or a
part of an option in the manner described above, subject to the availability of
common stock under the 1999 Stock Option Plan at the time of such exercise;
provided, however, that no reload option shall be granted to a non-employee
director. Reload options shall be subject to such conditions as may be specified
by the compensation committee in its discretion, subject to the terms of the
1999 Stock Option Plan.

EMPLOYMENT ARRANGEMENTS

Ferrante Employment Agreement. We have entered into an employment agreement
with Dr. Ralph M. Ferrante pursuant to which Dr. Ferrante has agreed to continue
to serve as our Chief Executive Officer until February 28, 2002. Dr. Ferrante's
employment agreement provides that for the years ended February 29, 2000 and
February 28, 2001 he will receive a base salary of $168,000 per annum, a $13,000
payment for medical insurance, a $10,000 payment for life insurance and a $7,200
car allowance; and that for the fiscal year ended February 28, 2002 he will
receive a base salary of $225,400, a $13,000 payment for medical insurance, a
$12,000 payment for life insurance and a car allowance of $9,600.

Paul Consulting Agreement. Herbert Paul has agreed to continue to serve as
our President and Chief Financial Officer. We have also entered into a
consulting agreement with Mr. Paul until February 28, 2002. Mr. Paul's
consulting agreement provides that for the years ended February 29, 2000 and
February 28, 2001 he will receive consulting fees of $99,750 per annum, a $4,750
allocation for medical insurance and a $4,750 allocation for life insurance; and
that for the fiscal year ended February 28, 2002 he will receive a consulting
fee of $130,700 and a continuation of the allocation for medical and life
insurances.

CERTAIN TRANSACTIONS

We utilize approximately 1,250 square feet of office space for our
corporate headquarters in a facility owned by Dr. Ferrante, our Chairman of the
Board, Chief Executive Officer and principal stockholder. We do not pay rent for
the use of our corporate headquarters. We do not have any written agreement with
respect to such arrangement.

As of February 1, 1999, we owed an aggregate amount of $455,527 to A.
Donald and Carolyn B. McCulloch, Jr. for loans made by them to us in order to
fund our operations. Mr. McCulloch is a

23
<PAGE>
former director and stockholder of our company. In February 1999, we paid the
McCullochs $75,000 out of the proceeds received by us from a private placement
of convertible debentures. In addition, two of our employees paid the McCullochs
$95,000 in exchange for the transfer to such employees of 49,341 shares of our
common stock owned by the McCullochs. The McCullochs also forgave $95,000 due to
them by us and released us from certain negative covenants.

The aggregate indebtedness owed by us to the McCullochs as of May 31, 2000
is $323,480, inclusive of accrued interest. The indebtedness is evidenced by two
promissory notes, one in the principal amount of $152,500, which bears interest
at a rate of 12% per annum, and represents the outstanding principal amount of
the original obligation, plus accrued interest of $1,525 and the other in the
amount of $169,455 which represents accrued interest on the original promissory
note and is non-interest bearing. Both promissory notes to the McCullochs mature
on the earlier to occur of:

* December 31, 2000;

* ten days after our receipt of the proceeds of an initial public
offering; or

* the sale of all or substantially all of our assets.

We will use a portion of the proceeds of this offering to repay such amount
plus all accrued interest thereon.

OTHER TRANSACTIONS

Dr. Ferrante was previously owed an aggregate of $180,888 by us for
compensation due to him on account of services performed for us. As of February
28, 1998 Dr. Ferrante exchanged this indebtedness owed to him by us for 106,311
newly issued shares of common stock.

Dr. Ferrante was previously owed an aggregate of $420,849 by us for loans
made by him to fund our operations. As of February 28, 1998 Dr. Ferrante
exchanged this indebtedness owed to him by us for 247,342 newly issued shares of
common stock.

Mr. Paul was previously owed an aggregate of $102,599 by us for
compensation due to him on account of services performed for us. As of February
28, 1998 Mr. Paul exchanged this indebtedness owed to him by us for 60,299 newly
issued shares of common stock.

Mr. Paul was also previously owed an aggregate of $50,220 by us for loans
made by him to fund our operations. As of February 28, 1998 Mr. Paul exchanged
this indebtedness owed to him by us for 29,516 newly issued shares of common
stock.

Mr. Brescio was previously owed an aggregate of $93,419 by us for
compensation due to him on account of services performed for us as an employee.
As of February 28, 1998 Mr. Brescio exchanged this indebtedness owed to him by
us for 54,904 newly issued shares of common stock.

Effective June 30, 1999, Messrs. Ferrante, Paul and Brescio exchanged
1,206,000 shares of common stock of Global Brands owned by them for 1,206,000
shares of Series A Preferred Stock. See "Description of Capital Stock -Preferred
Stock" for a more detailed description of the terms of such preferred stock.

During the years ended February 28, 1999 and February 29, 2000, we paid
$80,000 and $30,000, respectively, in legal fees to Leslie Marlow, Esq.,
formerly an associate at Rosenman & Colin LLP and the daughter of Mr. Paul.

OUR POLICY

We believe that each of the foregoing transactions has been on terms no
less favorable to us than those that could have been obtained from unaffiliated
parties. It is our intent that, in the future, transactions with affiliated
parties will be approved by a majority of our disinterested directors or
otherwise as permitted by applicable law. Any such future transactions are
expected to be on terms no less favorable to us than could be obtained from
unaffiliated parties.

24
<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth information known to Global Brands with
respect to beneficial ownership of our common stock as of the date of this
prospectus by
* each stockholder known by us to be the beneficial owner of more than 5%
of our common stock;
* each director of Global Brands;
* the Named Executive Officers; and
* all executive officers and directors as a group.

Except as otherwise indicated, we believe that the beneficial owners of
common stock listed below, based on information furnished by such owners, have
sole investment and voting power with respect to such shares, subject to
community property laws where applicable. We assume that the underwriter's
over-allotment option will not be exercised. In event the underwriter's
over-allotment option is exercised, Messrs. Ferrante, Paul and Brescio will hold
740,123 shares, 144,418 shares and 100,195 shares, respectively, after the
offering, which in percentage terms is equal to 19.0%, 3.7% and 2.6%,
respectively, of the then outstanding shares. The table does not give effect to
20,000 shares of common stock issuable upon the conversion of the convertible
debentures held by Mr. McCann. In addition, Mario V. Ferrante has granted to
Ralph M. Ferrante the right to vote his shares of common stock. Ralph M.
Ferrante disclaims beneficial ownership of these shares and the shares of common
stock owned by Mario V. Ferrante have not been included in Ralph M. Ferrante's
share ownership.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OFFERING OWNED AFTER OFFERING
NAME AND ADDRESS ----------------------- --------------------
OF BENEFICIAL OWNER NUMBER PERCENT NUMBER PERCENT
------------------- ------ ------- ------ -------
<S> <C> <C> <C> <C>
Ralph M. Ferrante............................... 878,573 33.9% 878,573 22.6%
c/o Global Brands, Inc.
1031 Route 9W
Upper Grandview, NY 10960
Herbert M. Paul................................. 179,518 6.9% 179,518 4.6%
c/o Global Brands, Inc.
1031 Route 9W
Upper Grandview, NY 10960
A. Donald & Carolyn B. McCulloch, Jr............ 345,825 13.3% 345,825 8.9%
c/o Global Brands, Inc.
1031 Route 9W
Upper Grandview, NY 10960
Ernest Rolls.................................... 223,334 8.6% 223,334 5.7%
c/o Global Brands, Inc.
1031 Route 9W
Upper Grandview, NY 10960
Ronald Brescio.................................. 121,645 4.7% 121,645 3.1%
c/o Global Brands, Inc.
1031 Route 9W
Upper Grandview, NY 10960
James P. McCann................................. 0 0% 0 0%
c/o Global Brands, Inc.
1031 Route 9W
Upper Grandview, NY 10960
Mario V. Ferrante............................... 184,411 7.1% 184,411 4.7%
c/o Global Brands, Inc.
1031 Route 9W
Upper Grandview, NY 10960
</TABLE>

25
<PAGE>
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OFFERING OWNED AFTER OFFERING
NAME AND ADDRESS ----------------------- --------------------
OF BENEFICIAL OWNER NUMBER PERCENT NUMBER PERCENT
------------------- ------ ------- ------ -------
<S> <C> <C> <C> <C>
All directors and executive officers as a group
(3 persons)................................... 1,058,091 40.8% 1,058,091 27.2%
</TABLE>

The following table sets forth information known to us with respect to
beneficial ownership of our Series A Preferred Stock as of the date of this
prospectus by

* each stockholder known by us to be the beneficial owner of more than 5%
of our Series A Preferred Stock;

* each director of Global Brands;

* the Named Executive Officers; and

* all executive officers and directors as a group.

Except as otherwise indicated, Global Brands believes that the beneficial
owners of Series A Preferred Stock listed below, based on information furnished
by such owners, have sole investment and voting power with respect to such
shares, subject to community property laws where applicable.

Ralph M. Ferrante............................... 849,867 70.5% 849,867 70.5%
c/o Global Brands, Inc.
1031 Route 9W
Upper Grandview, NY 10960

Herbert M. Paul................................. 238,463 19.8% 238,463 19.8%
c/o Global Brands, Inc.
1031 Route 9W
Upper Grandview, NY 10960

Ronald Brescio.................................. 117,670 9.7% 117,670 9.7%
c/o Global Brands, Inc.
1031 Route 9W
Upper Grandview, NY 10960

James P. McCann................................. 0 0% 0 0%
c/o Global Brands, Inc.
1031 Route 9W
Upper Grandview, NY 10960

All directors and executive officers as a group
(3 persons)................................... 1,088,330 90.3% 1,088,330 90.3%
</TABLE>

DESCRIPTION OF CAPITAL STOCK
GENERAL

The authorized common stock of Global Brands consists of 20,000,000 shares,
par value $.01 per share. The authorized preferred stock of Global Brands
consists of 3,000,000 shares, par value $.01 per share. The 2,591,708 currently
outstanding shares of Global Brands common stock are owned by approximately 70
holders of record. Upon consummation of this offering, 3,891,708 shares of
common stock will be issued and outstanding. An additional 130,000 shares of
common stock will be outstanding if the 130,000 underwriter's common stock
purchase warrants are exercised in full. An additional 1,206,000 shares of
common stock will be outstanding upon conversion of all outstanding shares of
the Series A Preferred Stock. The foregoing description of the capital stock
excludes shares of common stock issuable upon exercise of the outstanding
warrants and upon exercise of the $757,500 aggregate principal amount of the
convertible debentures.

26
</TABLE>
<PAGE>
On October 1, 1999, Global Brands effected a 1.5-for-1 reverse stock split
of its common and preferred stock. Unless otherwise indicated, all information
in this prospectus has been adjusted to reflect this split.

COMMON STOCK

Voting Rights. Each holder of common stock outstanding is entitled to one
vote per share on all matters submitted to a vote of Global Brands'
stockholders, including the election of directors. Holders do not have
cumulative voting rights in connection with the election of directors or any
other matter.

Any action that may be taken at a meeting of the stockholders may be taken
by written consent in lieu of a meeting if Global Brands receives consents
signed by stockholders having the minimum number of votes that would be
necessary to approve the action at a meeting at which all shares entitled to
vote on the matter were present and voted. This could permit Dr. Ferrante and
Mr. Paul to take action regarding matters without providing other stockholders
the opportunity to voice dissenting views or raise other matters.

Liquidation. In the event of any dissolution, liquidation or winding up of
the affairs of Global Brands, whether voluntary or involuntary, holders of the
common stock are entitled to share ratably in all assets remaining after payment
of the debts and other liabilities of Global Brands.

Dividends, distributions and stock splits. Each share of common stock will
have an equal and ratable right to receive dividends when, if and as declared
from time to time by the board of directors out of funds legally available
therefor. Global Brands does not anticipate paying cash dividends in the
foreseeable future.

Other provisions. The holders of common stock are not entitled to
preemptive rights. There are no redemption or sinking fund provisions applicable
to the common stock. Several of our principal stockholders have rights of first
refusal with respect to the transfer and sale by other stockholders of shares of
Global Brands' common stock.

PREFERRED STOCK

Messrs. Ferrante, Paul and Brescio have exchanged 1,206,000 shares of
common stock owned by them for 1,206,000 shares of Series A Preferred Stock
("Series A Preferred"), a newly issued series of preferred stock. The Series A
Preferred is non-redeemable, assignable and carries rights to vote with the
common stock on a one-vote-per-share basis. The Series A Preferred is
convertible into common stock, at the option of the holder, at any time after
the earliest to occur of:

* the first fiscal year of Global Brands or any trailing twelve (12) month
period in which Global Brands' financial statements show earnings before
interest, taxes, charges resulting from stock, debenture or stock option
issuances and underwriter's consulting fees have equaled or exceeded
$750,000;

* the date on which the closing price of the common stock of Global Brands
as reported by the NASDAQ system or its successor, or any national
securities exchange on which such stock is listed (or if not so reported,
the average of the closing bid and asked prices as furnished by two
members of the NASD selected by Global Brands for that purpose) is equal
to or greater than ten dollars ($10.00) per share;

* the closing date of any acquisition of all or a portion of the equity
securities of Global Brands, the acquisition of all or a portion of
Global Brands' assets, the merger of Global Brands with or into another
entity regardless of whether Global Brands is the surviving entity, or
any additional equity financing by Global Brands;

* two (2) years after the closing date of this offering; or

* October 31, 2000 if the closing of this offering and the closing of the
sale of the over-allotment shares hereunder have not occurred prior to
such date.

27
<PAGE>
The Series A Preferred shall pay a quarterly dividend of two cents ($0.02)
per share commencing June 1, 2001, accruing from March 1, 2001 prior to any
other class of stock receiving any dividends, and to participate in dividends
declared and paid on the common stock, on an "as-converted"basis. In addition,
the Series A Preferred will upon liquidation participate pari passu with the
common stock, on an "as-converted" basis. The holders of the Series A Preferred
shares shall be protected against dilution of their interest in the common stock
into which their shares are convertible upon the occurrence of certain events.
If the holders of the Series A Preferred do not receive their quarterly
dividends on a timely basis, the amount of such dividend shall accrue and shall
be paid in full prior to the payment of any dividends to the holders of common
stock.

If and to the extent that the shares of common stock issuable upon
conversion of the Series A Preferred are not includable in a registration
statement on the form to be utilized by Global Brands, then, commencing one year
after the closing of this offering, at the request of the holders thereof,
delivered to Global Brands, Global Brands will prepare and file, at its own
expense, one (1) registration statement on such form as required, to enable such
holders to resell shares of common stock acquired upon the conversion of the
Series A Preferred.

UNDERWRITERS' WARRANTS

At the closing of this offering, Global Brands will sell to the
underwriters stock warrants to purchase 130,000 shares of common stock at an
aggregate purchase price of $100. The underwriters' stock warrants will be
exercisable to purchase one share of common stock at a price equal to $10.3125
per share at any time during the four-year period commencing one year from the
effective date of this prospectus. The underwriters' stock warrants expire on
.

OTHER WARRANTS AND OPTIONS

Global Brands has issued 165,267 warrants to purchase 165,267 shares of
common stock at a price of $2.24 per share.

All of the warrants previously issued by Global Brands are exercisable at
any time prior to the earlier to occur of (a) June 14, 2002 or (b) the date
which is ten days after the date on which Global Brands mails to the holder of
the warrant a copy of a preliminary prospectus included in a registration
statement which has been filed with the Securities and Exchange Commission for
the registration of Global Brands' common stock under the Securities Act of
1933, as amended. The warrants are exercisable at a price of $2.24 per share,
subject to adjustment to prevent dilution in certain circumstances.

For the life of the warrant, the holders thereof are given the opportunity
to profit from a rise in the market price of Global Brands' common stock, which
exercise at the time of such rise may result in a dilution of the interests of
other stockholders. Global Brands may find it more difficult to raise additional
equity capital if it should be needed for the business of Global Brands while
the warrants are outstanding.

CONVERTIBLE DEBENTURES

In January, 1999 Global Brands sold $757,500 principal amount of
convertible debentures. The convertible debentures bear interest at a rate of
12% per annum, payable annually. The convertible debentures mature in February,
2001. The holder of any convertible debenture has the right, exercisable at any
time up to the maturity of the convertible debenture, at his option, to convert
such convertible debenture at the principal amount thereof (or any portion
thereof that is an integral multiple of $1,500) into shares of the common stock
at a price of $1.50 per share (except that, in the event such convertible
debenture shall be called for redemption, such right shall terminate on the
close of business on the fifth day immediately preceding the redemption date).
The debentures may be redeemed by Global Brands on at least 15 days notice at
the option of Global Brands, in whole at any time or in part from time to time,
at a price equal to 100% of the principal amount of the debentures

28
<PAGE>
being redeemed together with interest accrued thereon and unpaid from the later
of the date of issue of such debentures or the last interest payment date to the
redemption date.

INDEBTEDNESS

As of May 31, 2000, after the conversion into common stock of all the
indebtedness owed by us to Dr. Ferrante, Mr. Paul and Mr. Brescio, Global Brands
had outstanding debt, notes and interest payable to stockholders in the
aggregate amount of $323,480, all of such indebtedness is owed to A. Donald
McCulloch, Jr. and Carolyn B. McCulloch, for loans and accrued interest made by
such individuals to us in order to fund our operations. The two promissory notes
evidencing such indebtedness to the McCullochs mature on the earlier to occur of
(i) December 31, 2000, (ii) ten days after the receipt of funds by Global Brands
from an initial public offering, or (iii) the sale of all or substantially all
of the assets of Global Brands. We intend to use a portion of the proceeds of
this offering to repay such amount plus all accrued interest thereon. See "Use
of Proceeds".

ANTI-TAKEOVER EFFECTS OF LAW AND CERTIFICATE OF INCORPORATION

Following consummation of the offering, we will be subject to the business
combination provisions of Section 203 of Delaware corporation law. In general,
such provisions prohibit a publicly held Delaware corporation from engaging in
various business combination transactions with any interested stockholder (in
general, a stockholder owning 15% of a corporation's outstanding voting
securities) for a period of three years after the date of the transaction in
which the person became an interested stockholder, unless:

* the transaction is approved by the corporation's board of directors prior
to the date the stockholder became an interested stockholder;

* upon consummation of the transaction which resulted in the stockholder's
becoming an interested stockholder, the stockholder owned at least 85% of
the shares of stock entitled to vote generally in the election of
directors of the corporation outstanding at the time the transaction
commenced, excluding, for purposes of determining the number of shares
outstanding, those shares owned by (a) persons who are directors and also
officers and (b) employee stock plans in which employee participants do
not have the right to determine confidentiality whether shares held
subject to the plan will be tendered in a tender or exchange offer; or

* on or after such date, the business combination is approved by the board
of directors and authorized by the affirmative vote of at least 66 2/3%
of such outstanding voting stock not owned by the interested stockholder.

TRANSFER AGENT AND REGISTRAR

Corporate Stock Transfer, Inc. has been appointed as transfer agent and
registrar for the common stock.

LISTING

We have applied for listing of the common stock on the Nasdaq SmallCap
Market under the symbol "GLBR".

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for the common
stock or the warrants. We cannot predict the effect, if any, that sales of
shares of the common stock to the public or the availability of shares for sale
to the public will have on the market price of the common stock prevailing from
time to time.

Upon consummation of this offering, Global Brands will have 3,891,708
shares of common stock outstanding. Of the shares outstanding after this
offering, the 1,300,000 shares of common stock sold in this offering and the
195,000 shares offered to the underwriters under the over-allotment option will

29
<PAGE>
be freely tradeable without restriction under the Securities Act of 1933, except
that shares owned by an affiliate of Global Brands will be subject to the volume
limitations of Rule 144 under the Securities Act of 1933. As defined in Rule
144, an affiliate of an issuer is a person who, directly or indirectly, through
one or more intermediaries, controls or is controlled by, or is under common
control with, such issuer.

The remaining 2,396,708 shares, assuming exercise of the overallotment, of
common stock will be restricted securities (as that phrase is defined in Rule
144) and may not be resold in the absence of registration under the Securities
Act or pursuant to an exemption from such registration, including the exemption
provided by Rule 144 under the Securities Act. Substantially all of the holders
of such shares of common stock have registration rights which entitle them under
certain circumstances to register their shares for resale in the event Global
Brands proposes to register additional shares of common stock in the future.

Subject to the foregoing and to the lock-up agreements described below,
under Rule 144 as currently in effect, a stockholder, including an affiliate,
who has beneficially owned his or her restricted shares for at least one year
from the date they were acquired from Global Brands or an affiliate of Global
Brands may sell, within any three-month period, a number of such shares that
does not exceed certain volume restrictions, provided that certain requirements
concerning availability of public information, manner of sale and notice of sale
are satisfied. In addition, under Rule 144(k), if a period of at least two years
has elapsed from the date any restricted shares were acquired from Global Brands
or an affiliate, a stockholder that is not an affiliate of Global Brands at the
time of sale and that has not been an affiliate for at least three months prior
to the sale is entitled to sell those shares without compliance with the
requirements of Rule 144 set forth above. An affiliate of Global Brands,
however, must comply with the volume restrictions and the other requirements
referred to above.

Except for the holders of 195,000 shares offered to the underwriter
pursuant to the over-allotment option and the holders of the 1,300,000 shares
offered to the public in this offering, the holders of substantially all other
outstanding shares of common stock and a portion of the common stock issuable
upon conversion of outstanding debentures are subject to the underwriters'
lockup restrictions. Pursuant to the lockup, the holders have agreed not to
sell, transfer, hypothecate or convey, without the written consent of the
underwriters, by registration or otherwise, their shares for a period of at
least one year from the effective date of this prospectus. In addition, the
holders have agreed not to sell, transfer, hypothecate or convey their shares
for any longer period as may be required by NASDAQ. Any such stockholder may
however transfer his or her stock in a transaction not involving a public
offering including a transfer to a member of his family or in the event of
death, by will or operation of law, provided that any such transferee shall
agree, as a condition to such transfer, to be bound by such restrictions. If the
195,000 over-allotment shares are not purchased from shareholders by the
underwriters, such shares will not be subject to the underwriters' lockup
restrictions.

UNDERWRITING

Subject to the terms and conditions of the underwriting agreement, the form
of which has been filed as an exhibit to the registration statement of which
this prospectus forms a part, the underwriters named below, acting through
Somerset Financial Group, Inc. as representative, have severally agreed to
purchase from Global Brands, and Global Brands has agreed to sell, an aggregate
of 1,300,000 shares of common stock. The underwriters' obligations to pay for
and accept delivery of the shares of common stock are subject to certain
conditions set forth in the underwriting agreement, including, but not limited
to, satisfactory completion of due diligence, delivery of a comfort letter from
Global Brands' auditors, receipt of an opinion of Global Brands' counsel and
other closing conditions. The underwriters are committed to purchase all of the
shares of common stock if any securities are purchased. Under certain
circumstances, the commitments of non-defaulting underwriters may be increased.

30
<PAGE>

<TABLE>
<CAPTION>
UNDERWRITERS AMOUNT
------------ ------
<S> <C>
Somerset Financial Group, Inc...............................
Seaboard Securities, Inc....................................
---------
Total.................................................. 1,300,000
=========
</TABLE>

The underwriters propose to offer the shares of common stock to the public
at the public offering price set forth on the cover page of this prospectus and
to certain dealers, who are members of the NASD, at such price less an
underwriting discount of 9% of the public offering price, or $ per
share. The underwriting fee is equal to the difference between the initial
public offering price and the amount paid by the underwriters for the shares of
common stock in this offering. The underwriters may allow a concession of
$ per share to dealers that are members of the NASD. The underwriters
may permit dealers to reallow to other dealers securities and receive a
reallowance of $ per share. Until completion of this offering, the
public offering price, the underwriting discount, concession and reallowances
will not be changed.

Global Brands has agreed to pay the underwriters a non-accountable expense
allowance of 3% of the aggregate offering price of the securities sold in this
offering (including any shares purchased pursuant to the over-allotment option),
$15,000 of which has been paid.

Global Brands has agreed to indemnify the underwriters against liabilities
under the Securities Act of 1933 in connection with this offering.

Messrs. Ferrante, Paul and Brescio have granted to the underwriters an
option, exercisable during the 45-day period after the date of this prospectus,
to purchase up to 195,000 additional shares of the common stock owned by them at
the public offering price, less underwriting discounts and a pro rata portion of
the non-accountable expense allowance. Specifically, Mr. Ferrante has granted an
option to purchase 138,450 shares, Mr. Paul has granted an option to purchase
35,100 shares and Mr. Brescio has granted an option to purchase 21,450 shares to
the underwriter. The underwriters may exercise this option solely to cover
over-allotments, if any, made in the sale of the securities offered hereby.
Generally, to the extent that this option is exercised, each underwriter will
become obligated to purchase approximately the same percentage of such
additional securities as the percentage of securities it was originally
obligated to purchase as set forth above. If the underwriters exercise the
over-allotment option in full, the total gross public offering price will be
$ , the total underwriting discounts will be $ and the total
proceeds to Global Brands and the selling security holders will be $ and
$ , respectively.

Prior to this offering, there has been no public market for the common
stock. Accordingly, the public offering price for the securities was determined
by negotiation between Global Brands and the underwriters. Among the factors
considered in determining the public offering price were the services, the
experience of management, the economic conditions of Global Brands' industry in
general, the general condition of the equity securities market and the demand
for similar securities of companies considered comparable to Global Brands and
other relevant factors. There can be no assurance, however, that the prices at
which the common stock and warrants will sell in the public market after this
offering will not be lower than the price at which the shares of common stock
and warrants are sold by the underwriters.

The underwriting agreement also provides that Somerset Financial Group
shall have the right to designate a non-voting advisor to the Board of Directors
of Global Brands, which advisor shall be acceptable to Global Brands, for a
period of two years after the effective date of this prospectus. Said designee
shall attend meetings of the Board of Directors and shall be entitled to receive
reimbursement for all reasonable costs incurred in attending such meetings. As
of the date of this prospectus, no adviser has been designated.

Global Brands has agreed to sell to the underwriters or their designees,
for nominal consideration, the underwriter's common stock purchase warrants to
purchase an aggregate of 130,000 shares of common stock at a price of $10.3125
per share. The shares of common stock will be identical to the shares of common
stock offered to the public hereby in all respects. All of the underwriter's

31
<PAGE>
warrants will be exercisable for a four-year period commencing one year after
the date of this prospectus. During the period beginning on the date of this
prospectus and ending five years thereafter, Global Brands has agreed to
maintain a current registration statement with respect to the underwriter's
warrants and the underlying common stock. The underwriter's warrants will
contain anti-dilution provisions providing for appropriate adjustment of the
exercise price and number of securities that may be purchased upon the
occurrence of certain specified events.

Upon the closing of this offering, Global Brands shall enter into a
financial consulting agreement with Somerset Financial Group pursuant to which
Somerset Financial Group shall receive a consulting fee in an amount equal to
two (2%) of the dollar amount of the securities sold in this offering (including
securities sold pursuant to the over-allotment option, to the extent exercised),
for consulting services which shall be rendered by Somerset Financial Group for
a period of two (2) years from the date of this prospectus. Such consulting
services shall include, but shall not be limited to, advising Global Brands in
connection with possible acquisition opportunities, advising Global Brands
regarding shareholder relations including the preparation of the annual report
and other releases, assisting in long-term financial planning, and other
financial assistance. Such consulting fee shall be paid in full in advance at
each closing of this offering.

The underwriting agreement also provides that if Global Brands shall,
within two (2) years from the effective date of this prospectus, enter into any
agreement or understanding with any person or entity exclusively introduced by
Somerset Financial Group involving any of the following transactions which were
originated exclusively by Somerset Financial Group:

* the sale of all or substantially all of the assets of Global Brands,

* the merger or consolidation of Global Brands (other than a merger or
consolidation effected for the purpose of changing Global Brands'
domicile) with another entity, or

* the acquisition by Global Brands of the assets or stock of another
business entity, which agreement or understanding is thereafter
consummated, whether or not during such two (2) year period.

Global Brands, upon such consummation, shall pay to Somerset Financial
Group an amount equal to the following percentages of the consideration paid by
Global Brands in connection with such transaction: 5% of the first $1,000,000,
or portion thereof, of such consideration; 4% of the second $1,000,000, or
portion thereof, of such consideration; and 3% of such consideration in excess
of the first $2,000,000 of such consideration. The fees payable to Somerset
Financial Group will be in the same form of consideration as that paid by or to
Global Brands, as the case may be, in any such transactions.

Until the distribution of securities in this offering is completed, the
rules of the SEC may limit the ability of the underwriters and certain selling
group members to bid for and purchase the securities. As an exception to these
rules, the underwriters are permitted to engage in certain transactions that
stabilize the price of the securities. Such transactions consist of bids or
purchases for the purpose of maintaining the price of the securities. If the
underwriters create a short position in the securities in connection with this
offering, i.e., if they sell more shares of common stock than are set forth on
the cover page of this prospectus, the underwriters may reduce the short
position by purchasing common stock in the open market. The underwriters may
also elect to reduce any short position by exercising all or part of the
over-allotment option described above. In addition, Somerset Financial Group may
impose a penalty bid on certain underwriters and selling group members. This
means that if Somerset Financial Group purchases shares of common stock in the
open market to reduce the underwriters' short position or to stabilize the price
of the common stock, it may reclaim the amount of the selling concession from
the underwriters and selling group members that sold those securities as part of
this offering. In general, purchases of a security for the purpose of
stabilization or to reduce a short position could cause the price of the
security to be higher than it might be in the absence of such purchases. The
imposition of a penalty bid might also have an effect on the price of a security
to the extent that it discouraged resales of that security. Neither Somerset
Financial Group nor any of the underwriters makes any representations or
predictions as to the direction or magnitude of any effect

32
<PAGE>
that the transactions described above may have on the price of the securities.
In addition, neither Somerset Financial Group nor any of the underwriters makes
any representations that Somerset Financial Group or any such underwriter will
engage in such transactions or that such transactions, once commenced, will not
be discontinued without notice.

DISCIPLINARY ACTION AGAINST SEABOARD SECURITIES, INC.

Seaboard Securities, Inc., and four of its registered principals, namely,
Anthony DiGiovanni, Joseph Zappala, David Goldblatt and John Joseph Plunkett,
submitted Offers of Settlements pursuant to which Seaboard was censured and
fined $150,000, jointly and severally, with Zappala and DiGiovanni. In addition,
Zappala was fined $10,000, suspended from association with any NASD member in
any capacity for 15 days, and suspended from association with any NASD member in
any principal capacity for 30 days. Goldblatt was censured, fined $10,000, and
suspended from association with any NASD member in any principal capacity for 45
days. Plunkett was censured, fined $7,500, and suspended from association with
any NASD member in any principal capacity for 15 days.

Without admitting or denying the allegations, the respondents consented to
the described sanctions and to the entry of findings that Seaboard, acting
through Zappala, failed to adequately establish or maintain certain aspects of a
supervisory system reasonably designed to ensure compliance with the securities
laws; the respondents failed to hold annual compliance meetings, failed to
conduct an annual inspection of all areas of business, failed to establish
procedures for the review and endorsement by a registered principal of all
transactions, failed to evidence background checks of newly hired registered
representatives, and failed to register three of its Offices of Supervisory
Jurisdiction in that capacity. The findings also stated that Seaboard, acting
through Zappala, failed to establish, maintain, and enforce adequate written
supervisory procedures in certain areas of its business operations, including
trading and market making, retail sales, mutual funds, and options and allowed
Plunkett to act as a general securities principal of Seaboard without being
registered as a principal. The NASD also found that Seaboard, acting through
Zappala, failed to register an office as a branch office; failed to file
customer complaints received in a timely manner; allowed a registered
representative to conduct an institutional securities business at Seaboard while
his securities registration was inactive due to a failure to complete the
Regulatory Element of the NASD's Continuing Education Program in a timely
manner; and failed to prioritize its training needs and implement a written
training plan for its Firm Element training requirement. The NASD also
determined that Seaboard, acting through DiGiovanni, failed to develop and
implement written procedures providing for the supervision of certain options
accounts and orders in such accounts; deposited common stock and warrants that
traded at a premium in the secondary account in its proprietary trading account
in violation of the NASD's Free-Riding and Withholding Interpretation; and
failed to obtain certain required information about the offering to determine
that the account did not fall within a prohibited category according to the
Free-Riding and Withholding Interpretation. Furthermore, the NASD determined
that Seaboard, acting through DiGiovanni, reported transactions to the Automated
Confirmation Transaction ServiceSM in violation of applicable securities laws
and regulations regarding trade reporting and failed to indicate on order
tickets whether orders were solicited or unsolicited and whether the order was a
limit order or a market order. In addition, Goldblatt allowed an individual to
continue to act as a general securities representative for Seaboard when his
registration was inactive due to a failure to timely complete the Regulatory
Element of the NASD's Continuing Education Program.

LEGAL MATTERS

The validity of the issuance of the shares of common stock offered hereby
will be passed upon for Global Brands by Lehman & Eilen LLP, Uniondale, New
York. Lester Morse P.C., Great Neck, New York will pass upon legal matters for
the Underwriters. Hank Gracin, Esq., partner of Lehman & Eilen, owns 1,005
shares of the common stock.

33
<PAGE>
EXPERTS

The financial statements of Global Brands as of February 29, 2000 and for
each of the two years in the period ended February 29, 2000 included in this
Prospectus and in this Registration Statement have been included herein in
reliance upon the report of Goldstein Golub Kessler LLP, independent certified
public accountants, given upon the authority of such firm as experts in
accounting and auditing.

ADDITIONAL INFORMATION

Global Brands has filed with the Securities and Exchange Commission a
Registration Statement on Form SB-2 under the Securities Act with respect to the
common stock and warrants offered hereby. This Prospectus does not contain all
of the information set forth in the Registration Statement and the exhibits
thereto. For further information with respect to Global Brands and the common
stock and warrants offered hereby, reference is made to the Registration
Statement and the exhibits thereto. Statements contained in this Prospectus
regarding the contents of any contract or any other document to which reference
is made are not necessarily complete, and, in each instance where a copy of such
contract or other document has been filed as an exhibit to the Registration
Statement, reference is made to the copy so filed, each such statement being
qualified in all respects by such reference. A copy of the Registration
Statement and the exhibits thereto may be inspected without charge at the
offices of the Commission at Judiciary Plaza, 450 Fifth Street, Washington, D.C.
20549, and copies of all or any part of the Registration Statement may be
obtained from the Public Reference Section of the Commission, Washington, D.C.
20549 upon the payment of the fees prescribed by the Commission. The Commission
maintains a Web site (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants, such as
Global Brands, that file electronically with the Commission.

34
<PAGE>

GLOBAL BRANDS, INC.
(FORMERLY SWISS NATURAL BRANDS, INC.)
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S> <C>
INDEPENDENT AUDITOR'S REPORT.............................. F-2

FINANCIAL STATEMENTS:

Balance Sheet at February 29, 2000 and May 31, 2000
(unaudited)............................................ F-3

Statement of Operations for the Years Ended February 28,
1999 and February 29, 2000 and the Three-month Periods
ended May 31, 1999 and 2000 (unaudited)................ F-4

Statement of Stockholders' Deficiency for the Years Ended
February 28, 1999 and February 29, 2000 and the
Three-month Period ended May 31, 2000 (unaudited)...... F-5

Statement of Cash Flows for the Years Ended February 28,
1999 and February 29, 2000 and the Three-month Periods
ended May 31, 1999 and 2000 (unaudited)................ F-6

Notes to Financial Statements............................. F-7 - F-12
</TABLE>

F-1
<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Stockholders of
Global Brands, Inc.
(formerly Swiss Natural Brands, Inc.)

We have audited the accompanying balance sheet of Global Brands, Inc. (formerly
Swiss Natural Brands, Inc.) as of February 29, 2000, and the related statements
of operations, stockholders' deficiency, and cash flows for each of the two
years in the period ended February 29, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Global Brands, Inc. as of
February 29, 2000, and the results of its operations and its cash flows for each
of the two years in the period ended February 29, 2000 in conformity with
generally accepted accounting principles.

GOLDSTEIN GOLUB KESSLER LLP
New York, New York

April 7, 2000, except for the last sentence
of the first paragraph of Note 1, as to
which the date is April 12, 2000, and
Note 8, as to which the date is
May 22, 2000

F-2
<PAGE>

GLOBAL BRANDS, INC.

(FORMERLY SWISS NATURAL BRANDS, INC.)

BALANCE SHEET

<TABLE>
<CAPTION>
FEBRUARY 29, MAY 31,
2000 2000
------------ -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents................................. $ 115,143 $ 118,245
Accounts receivable, less allowance for doubtful accounts
of $8,585.............................................. 204,934 342,699
Inventory................................................. 573,048 627,304
Other current assets...................................... 29,638 23,440
----------- -----------
TOTAL CURRENT ASSETS.............................. 922,763 1,111,688
Property and Equipment, at cost, less accumulated
depreciation and amortization of $112,227 and $125,002,
respectively.............................................. 180,975 193,307
Trademarks, less accumulated amortization of $37,511 and
$37,760, respectively..................................... 1,000 751
Debt Placement Fees, less accumulated amortization of
$74,191 and $91,312, respectively......................... 62,777 45,656
Deferred Offering Costs..................................... 385,634 421,479
Deferred Income Tax Asset, net of valuation allowance of
$595,000.................................................. -- --
----------- -----------
TOTAL ASSETS...................................... $ 1,553,149 $ 1,772,881
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities:
Bank loan payable......................................... $ 250,000 $ 250,000
Accounts payable and accrued expenses..................... 803,179 1,014,894
Convertible subordinated debentures....................... 757,500 757,500
Debt and interest payable--stockholder.................... 325,005 323,480
----------- -----------
Total current liabilities......................... 2,135,684 2,345,874
Compensation Payable........................................ 101,092 101,092
----------- -----------
TOTAL LIABILITIES................................. 2,236,776 2,446,966
----------- -----------
Commitments
Stockholders' Deficiency:
Preferred stock--Series A, $.01 par value; authorized
3,000,000 shares, issued and outstanding 1,206,000
shares................................................. 12,060 12,060
Common stock--$.01 par value; authorized 20,000,000
shares, issued and outstanding 2,591,708 shares........ 25,917 25,917
Additional paid-in capital................................ 2,014,833 2,014,833
Accumulated deficit....................................... (2,736,437) (2,726,895)
----------- -----------
STOCKHOLDERS' DEFICIENCY.......................... (683,627) (674,085)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY.... $ 1,553,149 $ 1,772,881
=========== ===========
</TABLE>

See Notes to Financial Statements

F-3
<PAGE>

GLOBAL BRANDS, INC.

(FORMERLY SWISS NATURAL BRANDS, INC.)

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED THREE-MONTH PERIOD
------------------------------ ENDED MAY 31,
FEBRUARY 28, FEBRUARY 29, ----------------------------
1999 2000 1999 2000
------------ ------------ ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Net sales............................ $ 3,005,872 $ 3,799,795 $ 1,033,677 $ 989,214
Cost of sales........................ 2,001,701 2,493,499 581,970 624,636
----------- ----------- ----------- -----------
Gross profit......................... 1,004,171 1,306,296 451,707 364,578
----------- ----------- ----------- -----------
Expenses (income):
General and administrative......... 842,231 890,155 247,577 199,325
Selling and promotional............ 502,652 449,746 148,362 106,725
Product development................ 30,895 2,590 2,590 502
Depreciation and amortization...... 28,826 40,189 6,570 13,024
Interest expense................... 50,062 179,017 44,608 50,099
Other.............................. (11,079) (93,389) (4,813) (14,639)
----------- ----------- ----------- -----------
Total expenses................ 1,443,587 1,468,308 444,894 355,036
----------- ----------- ----------- -----------
Net income (loss).................... $ (439,416) $ (162,012) $ 6,813 $ 9,542
=========== =========== =========== ===========
Income (loss) per common
share--basic....................... $ (.12) $ (.05) $ .00 $ .00
=========== =========== =========== ===========
Weighted-average number of common
shares outstanding--basic.......... 3,797,708 2,993,708 3,797,708 2,591,708
=========== =========== =========== ===========
</TABLE>

See Notes to Financial Statements

F-4
<PAGE>

GLOBAL BRANDS, INC.

(FORMERLY SWISS NATURAL BRANDS, INC.)

STATEMENT OF STOCKHOLDERS' DEFICIENCY

YEARS ENDED FEBRUARY 28, 1999 AND FEBRUARY 29, 2000 AND
THE THREE-MONTH PERIOD ENDED MAY 31, 2000 (UNAUDITED)

<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK ADDITIONAL
-------------------- --------------------- PAID-IN ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT TOTAL
--------- -------- ---------- -------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at February 28, 1998..... -- -- 3,797,708 $ 37,977 $1,919,833 $(2,135,009) $(177,199)
Forgiveness of debt and interest
payable--stockholder........... -- -- -- -- 95,000 -- 95,000
Net loss......................... -- -- -- -- -- (439,416) (439,416)
--------- -------- ---------- -------- ---------- ----------- ---------
Balance at February 28, 1999..... -- -- 3,797,708 37,977 2,014,833 (2,574,425) (521,615)
Exchange of 1,206,000 common
shares for 1,206,000 preferred
shares......................... 1,206,000 $ 12,060 (1,206,000) (12,060) -- -- --
Net loss......................... -- -- -- -- -- (162,012) (162,012)
--------- -------- ---------- -------- ---------- ----------- ---------
Balance at February 29, 2000..... 1,206,000 12,060 2,591,708 25,917 2,014,833 (2,736,437) (683,627)
Net income (unaudited)........... -- -- -- -- -- 9,542 9,542
--------- -------- ---------- -------- ---------- ----------- ---------
Balance at May 31, 2000
(unaudited).................... 1,206,000 $ 12,060 2,591,708 $ 25,917 $2,014,833 $(2,726,895) $(674,085)
========= ======== ========== ======== ========== =========== =========
</TABLE>

See Notes to Financial Statements

F-5
<PAGE>

GLOBAL BRANDS, INC.

(FORMERLY SWISS NATURAL BRANDS, INC.)

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED THREE-MONTH PERIOD
---------------------------- ENDED MAY 31,
FEBRUARY 28, FEBRUARY 29, --------------------------
1999 2000 1999 2000
------------ ------------ ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)........................ $ (439,416) $ (162,012) $ 6,813 $ 9,542
Adjustments to reconcile net income
(loss) to net cash provided by (used
in) operating activities:
Depreciation and amortization......... 28,826 40,189 6,570 13,024
Amortization of debt placement fees... 5,707 68,484 17,121 17,121
Accrued interest...................... 37,382 18,300 4,575 4,575
Legal settlement...................... -- (82,069) -- --
Changes in operating assets and
liabilities:
(Increase) decrease in accounts
receivable....................... (179,880) 22,104 (153,197) (137,765)
Increase in inventory............... (118,819) (240,439) (190,390) (54,256)
(Increase) decrease in other current
assets........................... (9,512) (16,725) 7,500 6,198
(Increase) decrease in other
assets........................... 16,093 -- (49,850) --
Increase (decrease) in accounts
payable and accrued expenses..... 319,465 (52,248) 163,726 203,680
----------- ----------- ----------- -----------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES........... (340,154) (404,416) (187,132) 62,119
----------- ----------- ----------- -----------
Cash used in investing activity--purchases
of property and equipment................ (38,737) (141,660) (1,812) (25,107)
----------- ----------- ----------- -----------
Cash flows from financing activities:
Proceeds from bank loan payable.......... -- 250,000 -- --
Proceeds from issuance of convertible
subordinated debentures............... 757,500 -- -- --
Payment for debt placement fees.......... (136,968) -- -- --
Deferred offering costs.................. -- (103,307) (25,050) (27,810)
Payments of notes
payable--stockholders................. (75,000) (16,203) -- (6,100)
----------- ----------- ----------- -----------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES........... 545,532 130,490 (25,050) (33,910)
----------- ----------- ----------- -----------
Net increase (decrease) in cash and cash
equivalents.............................. 166,641 (415,586) (213,994) 3,102
Cash and cash equivalents at beginning of
period................................... 364,088 530,729 530,729 115,143
----------- ----------- ----------- -----------
Cash and cash equivalents at end of
period................................... $ 530,729 $ 115,143 $ 316,735 $ 118,245
=========== =========== =========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Income taxes.......................... $ 1,150 $ 380 $ 380 $ 775
=========== =========== =========== ===========
Interest.............................. $ -0- $ 99,383 $ -0- $ 11,591
=========== =========== =========== ===========
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING
ACTIVITIES:
Forgiveness of debt and interest
payable--stockholder.................. $ 95,000 $ -0- $ -0- $ -0-
=========== =========== =========== ===========
Deferred offering costs.................. $ -0- $ 282,327 $ -0- $ 8,035
=========== =========== =========== ===========
</TABLE>

See Notes to Financial Statements

F-6
<PAGE>

GLOBAL BRANDS, INC.
(FORMERLY SWISS NATURAL BRANDS, INC.)
NOTES TO FINANCIAL STATEMENTS
(ALL INFORMATION PERTAINING TO THE THREE-MONTH PERIODS ENDED MAY 31, 1999 AND
2000 IS UNAUDITED)

1. PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES:

Global Brands, Inc. (formerly Swiss Natural Brands, Inc.) (the "Company") was
incorporated on April 22, 1993 in the State of Delaware. The Company's principal
business activity involves the production and sale of refreshment drinks (the
"Product"). Effective April 12, 2000, the Company changed its name from Swiss
Natural Brands, Inc. to Global Brands, Inc.

The financial information included herein as of May 31, 2000 and for the
three-month periods ended May 31, 1999 and 2000 is unaudited. Such information
reflects all adjustments (consisting of only normal recurring adjustments) which
are, in the opinion of management, necessary for a fair presentation of the
financial position, results of operations and cash flows of the interim periods.
The results of operations for the three-month periods ended May 31, 1999 and
2000 are not necessarily indicative of the results for the full years.

The Company uses one independent outside bottler to handle all of its production
needs. The Company sells the Product directly to independent distributors who in
turn distribute the Product to the outside market, primarily in the New York,
New Jersey and Connecticut Tri-State Area. The Company also supplies the Product
under a private label program to a nationally franchised restaurant chain
comprised of approximately 750 restaurants. For the year ended February 28,
1999, 81% of the Company's sales were to one customer. For the year ended
February 29, 2000, 69% and 12% of the Company's sales were to two customers. For
the three-month period ended May 31, 1999, 66% and 11% of the Company's sales
were to two customers. For the three-month period ended May 31, 2000, 69% and
18% of the Company's sales were to two customers.

Inventory is stated at the lower of cost, determined by the first-in, first-out
method, or market.

Depreciation of property and equipment is being provided for by the
straight-line method over the estimated useful lives of the assets.

Trademarks are being amortized by the straight-line method over a period of 60
months.

Cash equivalents consist of a money market account.

The Company maintains its cash in bank deposit accounts which, at times, may
exceed federally insured limits. The Company has not experienced any losses in
such accounts. The Company believes it is not exposed to any significant credit
risk on cash.

Sales are recorded as the Product is shipped. The Company does not enter into
consigned merchandise agreements and returns and allowances are allowed on a
case-by-case basis. Those allowances are not material to the financial
statements and are included as an adjustment to sales.

Costs incurred for advertising are expensed as incurred and included in selling
and promotional expenses in the accompanying statement of operations.
Advertising expenses amounted to $11,792 and $3,885 for the years ended February
28, 1999 and February 29, 2000, respectively. For the three-month periods ended
May 31, 1999 and 2000, advertising expenses amounted to $1,145 and $4,627,
respectively.

Deferred offering costs represent costs attributable to a proposed initial
public offering (the "IPO"). The Company intends to offset these costs against
the proceeds from this transaction. In the event that such offering is not
completed, these costs will be charged to operations.

The preparation of financial statements in conformity with generally accepted
accounting principles requires the use of estimates by management. Actual
results could differ from these estimates.

F-7
<PAGE>

GLOBAL BRANDS, INC.
(FORMERLY SWISS NATURAL BRANDS, INC.)
NOTES TO FINANCIAL STATEMENTS
(ALL INFORMATION PERTAINING TO THE THREE-MONTH PERIODS ENDED MAY 31, 1999 AND
2000 IS UNAUDITED)

Basic loss per share is computed by dividing net loss by the weighted-average
number of common shares outstanding during the year. Shares to be issued upon
the conversion of the subordinated debentures, preferred stock and warrants are
not included in the computation of loss per share as their effect is
antidilutive for the years ended February 28, 1999 and February 29, 2000.
Diluted earnings per share for the three-month periods ended May 31, 1999 and
2000 are not presented because they are the same as basic earnings per share.

Management does not believe that any recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying financial statements.

On October 1, 1999, the board of directors authorized a 1.5-for-1 (67%) reverse
stock split of the Company's issued and outstanding common and preferred stocks.
All references to number of shares and per share amounts have been restated to
reflect the reverse stock split.

For comparability, certain February 28, 1999 amounts have been reclassified,
when appropriate, to conform to the financial statement presentation used at
February 29, 2000.

2. INVENTORY:

Inventory consists of the following:

<TABLE>
<CAPTION>
FEBRUARY 29, MAY 31,
2000 2000
------------ ------------
(UNAUDITED)
<S> <C> <C>
Raw materials............................................... $125,845 $156,987
Finished goods.............................................. 447,203 470,317
-------- --------
$573,048 $627,304
======== ========
</TABLE>

Included in cost of sales in the accompanying financial statements for the year
ended February 29, 2000 is $78,677 relating to the write-off of inventory that
became unsaleable.

3. PROPERTY AND EQUIPMENT:

Property and equipment, at cost, consists of the following:

<TABLE>
<CAPTION>
FEBRUARY 29, MAY 31, ESTIMATED
2000 2000 USEFUL LIFE
------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
Machinery and equipment.............................. $247,303 $267,410 5 years
Office equipment..................................... 29,672 34,672 5 years
Leasehold improvements............................... 10,185 10,185 5 years
Furniture and fixtures............................... 6,042 6,042 5 years
-------- -------- -------
293,202 318,309
Less accumulated depreciation and amortization....... 112,227 125,002
-------- --------
$180,975 $193,307
======== ========
</TABLE>

F-8
<PAGE>

GLOBAL BRANDS, INC.
(FORMERLY SWISS NATURAL BRANDS, INC.)
NOTES TO FINANCIAL STATEMENTS
(ALL INFORMATION PERTAINING TO THE THREE-MONTH PERIODS ENDED MAY 31, 1999 AND
2000 IS UNAUDITED)

4. BANK LOAN PAYABLE:

On January 11, 2000, the Company entered into a demand promissory note with a
bank whereby the Company may borrow up to $300,000. The outstanding balance is
due June 30, 2000. Interest is payable monthly at the bank's prime rate (9.50%
at May 31, 2000) plus 1/2%. The bank loan payable is collateralized by all of
the Company's assets. As of May 31, 2000, the Company has borrowed $250,000
against this demand promissory note. The Company is currently negotiating an
extension of the note.

5. PRIVATE PLACEMENTS:

On January 29, 1999, the Company issued convertible subordinated debentures (the
"Debentures"), in the amount of $757,500, that mature in February 2001. Interest
is payable on the principal amount at 12% per annum, payable in arrears, on the
last day of each calendar year. The Debentures may be redeemed, at the option of
the Company, in whole or part at anytime, at a price equal to the principal
amount plus any unpaid accrued interest. The holders of the Debentures may
convert the principal amount into common stock of the Company, at any time prior
to maturity or redemption, at a price of $1.50 per share. In connection with the
issuance of these Debentures, the Company incurred debt placement fees of
$136,968 which are being amortized on the straight-line basis over the term of
the Debentures. For the years ended February 28, 1999 and February 29, 2000,
$5,707 and $68,484, respectively, of amortization was recorded as interest
expense in the accompanying statement of operations. For each of the three-month
periods ended May 31, 1999 and 2000, $17,121 of amortization was recorded as
interest expense in the accompanying statement of operations. The payment of the
Debentures is subordinated to any bank, financial institution engaged in lending
money, insurance company or similar institution.

6. DEBT AND INTEREST PAYABLE--STOCKHOLDER:

As of February 10, 1999, the Company owed a stockholder $491,955 which was
evidenced by one promissory note (the "Promissory Note") and one demand note
(the "Demand Note"). The Company owed the stockholder the principal amount of
$300,000 plus accrued interest under the terms of the Promissory Note and the
principal amount of $22,500 plus accrued interest under the terms of the Demand
Note. Both notes provided that the principal amounts accrued interest at a rate
of 12% per annum. The Company used $75,000 from the January 1999 private
placement (see Note 5) to pay $22,500 and retire the entire principal amount
owed under the Demand Note as well as $52,500 to pay a portion of the
outstanding principal balance owed under the Promissory Note. In addition, the
stockholder forgave $95,000 of the outstanding principal balance owed under the
Promissory Note (which was credited to additional paid-in capital for the year
ended February 28, 1999). In order to evidence such payments, the debt
forgiveness, and the remaining principal on the Promissory Note and interest on
both notes, the Company replaced the Promissory Note with two substitute notes
(the "Substitute Promissory Notes") which together evidence the aggregate
outstanding principal balance on the Promissory Note and accrued and unpaid
interest on both notes. The first Substitute Note, in the amount of $152,500,
represents the unpaid principal from the Promissory Note and accrues interest at
12% per annum. The second Substitute Note, in the amount of $169,455, represents
the accrued and unpaid interest on the Promissory Note and the Demand Note, and
bears no interest. The Substitute Notes were due the earlier of February 10,
2000 or as defined in the note agreements. On February 10, 2000, the due date of
the substitute notes was extended to December 31, 2000 or as defined in the
extended note agreement.

F-9
<PAGE>

GLOBAL BRANDS, INC.
(FORMERLY SWISS NATURAL BRANDS, INC.)
NOTES TO FINANCIAL STATEMENTS
(ALL INFORMATION PERTAINING TO THE THREE-MONTH PERIODS ENDED MAY 31, 1999 AND
2000 IS UNAUDITED)

7. COMPENSATION PAYABLE:

For the year ended February 28, 1997 and prior, a former employee/stockholder of
the Company has not been paid his entire salary. The Company has accrued
compensation payable, in the amount of $101,092. The Company has an informal
agreement whereby this individual has agreed not to demand repayment for a
period beyond one year from the date of the financial statements.

8. PREFERRED STOCK:

In August 1999, effective as of June 30, 1999, several major stockholders
exchanged 1,206,000 shares of common stock for the same amount of Series A
Preferred Stock (the "Preferred Stock"). The Preferred Stock is nonredeemable,
assignable and carries rights to vote with the common stock on a
one-vote-per-share basis. The Preferred Stock will, upon liquidation,
participate pari passu with the common stock on an "as converted" basis. The
holders of the Preferred Stock are entitled to receive a quarterly cumulative
dividend of $.02 per share commencing on March 1, 2000, with the first dividend
payment being June 1, 2000. On May 22, 2000 the terms of the Preferred Stock
were amended so that dividends on the Preferred Stock commence on March 1, 2001
with the first dividend payment by June 1, 2001. If the holders of the Preferred
Stock do not receive their quarterly dividends on a timely basis, the amount of
such dividends shall accrue and be paid in full prior to the payment of any
common stock dividends. The Preferred Stock is convertible into common stock at
the option of the holder at any time if the Company meets certain earnings
levels and other criteria, as defined in the agreement, or at the earlier of two
years after the date of the IPO or October 31, 2000 if the IPO, including the
over-allotment, is not completed.

9. COMMON STOCK:

The board of directors of the Company has increased the number of authorized
shares of common stock from 7,500,000 to 20,000,000 shares.

10. WARRANTS:

The Company has 165,267 warrants outstanding to purchase an equal amount of the
Company's common stock at an exercise price of $2.24 per share. These warrants
are exercisable at the earlier of June 14, 2002, subject to antidilution
provisions, or 10 days after the date on which the Company mails to the
warrantholders a copy of the preliminary prospectus included in a Registration
Statement filed with the Securities and Exchange Commission under the Securities
Act of 1933.

11. STOCK OPTION PLAN:

All employees, officers, directors and consultants of the Company are eligible
to participate in the Global Brands 1999 Stock Option Plan (the "Plan"). Under
the Plan a total of 500,000 shares of common stock were authorized for issuance
upon exercise of the options. No options have been granted under this Plan.

F-10
<PAGE>

GLOBAL BRANDS, INC.
(FORMERLY SWISS NATURAL BRANDS, INC.)
NOTES TO FINANCIAL STATEMENTS
(ALL INFORMATION PERTAINING TO THE THREE-MONTH PERIODS ENDED MAY 31, 1999 AND
2000 IS UNAUDITED)

12. INTEREST EXPENSE:

Interest expense consists of the following:

<TABLE>
<CAPTION>
YEAR ENDED THREE-MONTH PERIOD
------------------------------- ENDED MAY 31,
FEBRUARY 28, FEBRUARY 29, -------------------------------
1999 2000 1999 2000
------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
Debentures............................. $ 6,973 $ 90,900 $22,912 $22,912
Stockholder............................ 37,382 18,300 4,575 4,575
Amortization of debt placement fees.... 5,707 68,484 17,121 17,121
Bank loan.............................. -- 1,333 -- 5,491
------- -------- ------- -------
$50,062 $179,017 $44,608 $50,099
======= ======== ======= =======
</TABLE>

13. INCOME TAXES:

At February 29, 2000, the Company had net operating loss carryforwards for both
financial reporting and income tax purposes of approximately $2,350,000, which
are available to offset future federal, state and local taxable income. These
net operating loss carryforwards expire in periods subsequent to fiscal 2008.
The carryforwards resulted in a deferred tax asset of approximately $595,000 at
February 29, 2000 for which the Company has provided a full valuation allowance
due to the uncertainty about future realization of this tax benefit. Utilization
of the net operating loss carryforwards may be limited based upon the ownership
changes relating to the IPO.

14. RELATED PARTY TRANSACTIONS:

Included in professional fees and costs associated with the private placements
are legal fees paid to a relative of the President and Chief Financial Officer.
For the years ended February 28, 1999 and February 29, 2000, these fees amounted
to approximately $80,000 and $30,000, respectively. Of the $80,000 paid during
the year ended February 28, 1999, $50,000 relates to the private placements and
is included in debt placement fees on the balance sheet. For each of the
three-month periods ended May 31, 1999 and 2000, professional fees paid to this
individual amounted to $7,500. For the period ended May 31, 2000, these
professional fees have been included in deferred offering costs in the
accompanying balance sheet.

In addition, approximately $95,000 and $99,750 was paid to a stockholder for
professional services rendered during the years ended February 28, 1999 and
February 29, 2000, respectively. For each of the three-month periods ended May
31, 1999 and 2000, approximately $27,300 was paid to this stockholder for
professional services.

The Company occupies office space that is owned by the principal stockholder.
There were no amounts paid as rent expense for the years ended February 28, 1999
and February 29, 2000 nor for the three-month periods ended May 31, 1999 and
2000.

15. COMMITMENTS:

As of March 1, 1999, the Company entered into an employment agreement with a key
employee and a consulting agreement with a stockholder, each for a three-year
period ending February 28, 2002. The employment agreement includes a base
compensation of $168,000 per annum for the year ended February 29, 2000 and the
year ending February 28, 2001 and $225,400 for the year ending February 28, 2002
with additional benefits as defined in the agreement. The consulting agreement
includes

F-11
<PAGE>

GLOBAL BRANDS, INC.
(FORMERLY SWISS NATURAL BRANDS, INC.)
NOTES TO FINANCIAL STATEMENTS
(ALL INFORMATION PERTAINING TO THE THREE-MONTH PERIODS ENDED MAY 31, 1999 AND
2000 IS UNAUDITED)

compensation of $99,750 per annum for the year ended February 29, 2000 and the
year ending February 28, 2001 and $130,700 for the year ending February 28, 2002
with additional compensation as defined in the agreement.

On February 3, 2000, the Company as defendant and the plaintiff to a pending
lawsuit signed a Stipulation of Discontinuing Action which was filed with the
Clerk of Courts thereby settling the pending case. The Company has recorded
$82,069 as other income in the accompanying statement of operations for the year
ended February 29, 2000 to reflect the reversal of the accounts payable the
Company had recorded for the amount due this vendor.

16. INITIAL PUBLIC OFFERING:

The Company is in the process of filing a registration statement on Form SB-2
under the Securities Act of 1933. The registration statement contemplates an
offering of 1,300,000 shares of common stock at an offering price of $6.25.

F-12

<PAGE>
================================================================================

Until , 2000 (25 days after the date of this prospectus), all
dealers that buy, sell or trade in our common stock, whether or not
participating in this offering, may be required to deliver a prospectus. This
delivery requirement is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
The Offering.......................... 3
Summary of Financial Data............. 4
Risk Factors.......................... 6
Forward Looking Statements............ 9
Use of Proceeds....................... 9
Dividend Policy....................... 10
Capitalization........................ 10
Dilution.............................. 11
Management's discussion and analysis
of financial condition and results
of operations....................... 11
Business.............................. 12
Management............................ 18
Global Brands 1999 Stock Option
Plan................................ 21
Certain Transactions.................. 22
Principal Stockholders................ 23
Description of Capital Stock.......... 25
Shares eligible for future sale....... 28
Underwriting.......................... 29
Legal Matters......................... 32
Experts............................... 32
Additional Information................ 32
</TABLE>

================================================================================

GLOBAL BRANDS, INC.

1,300,000 SHARES OF
COMMON STOCK

------------------------
PROSPECTUS
------------------------

SOMERSET FINANCIAL GROUP, INC.
SEABOARD SECURITIES, INC.

, 2000

================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Amended and Restated certificate of incorporation and by-laws of the
Registrant provide that the Registrant shall indemnify any person to the full
extent permitted by the Delaware General Corporation Law (the "GCL"). Section
145 of the GCL, relating to indemnification, is hereby incorporated herein by
reference.

In accordance with Section 102(a)(7) of the GCL, the certificate of
incorporation of the Registrant eliminates the personal liability of directors
to the Registrant or its stockholders for monetary damage for breach of
fiduciary duty as a director with certain limited exceptions set forth in
Section 102(a)(7) of the GCL.

The Registrant has entered into indemnification agreements with each of its
officers and directors, the form of which is filed as Exhibit 10.19, to which
reference is hereby made.

Reference is made to Section 9 of the underwriting agreement (Exhibit 1.1)
which provides for indemnification by the underwriter of the Registrant, its
officers and directors.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses (other than
underwriting discounts, consulting fees and the underwriters 3% non-accountable
expense allowance) payable by the Registrant in connection with the issuance and
distribution of the securities being registered. Except for the SEC and NASD
filing fees, all expenses have been estimated and are subject to future
contingencies.

<TABLE>
<S> <C>
SEC registration............................................ $ 2,970
NASD fee.................................................... 2,238
Nasdaq Listing Fees......................................... 5,000
Legal fees and expenses..................................... 125,000
Printing and engraving expenses............................. 100,000
Accounting fees and expenses................................ 150,000
Blue sky fees and expenses.................................. 50,000
Miscellaneous............................................... $ 86,667
--------
Total....................................................... $521,875
========
</TABLE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

Since June 30, 1996, the Registrant has issued unregistered securities in
the transactions described below:

In February and April, 1997, the Registrant completed a private placement
offering pursuant to which it issued 437,599 and 141,996 shares respectively, of
common stock to investors. The offering raised an aggregate of approximately
$1,300,000 from such investors. The Registrant issued the common stock pursuant
to the provisions of Rule 506 promulgated under the Securities Act of 1933, as
amended and filed a Report on Form D in connection therewith. Winchester
Investment Securities, Inc. acted as the placement agent for such offering and
received a placement fee of 10% in connection with such offering. Winchester,
its designees and certain consultants also received 85,302 shares of common
stock in connection with such offering.

In February, 1998, Dr. Ferrante, Mr. Paul and Mr. Brescio canceled all
indebtedness owed to them by the Registrant, including all indebtedness for
compensation owed to them by the Registrant, in exchange for shares of common
stock. At that time, the Registrant owed $601,737, $152,819 and $93,419 to Dr.
Ferrante, Mr. Paul and Mr. Brescio, respectively. Accordingly, in exchange for
the

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<PAGE>
cancellation of indebtedness, the Registrant issued 353,653, 89,815 and 54,904
additional shares of its common stock to Dr. Ferrante, Mr. Paul and Mr. Brescio,
respectively. The Registrant issued the shares in a cashless exchange pursuant
to the exemption afforded by Section 3(a)9 of the Securities Act, as amended.

In January, 1999 the Registrant issued $757,500 principal amount of
convertible debentures. The convertible debentures bear interest at a rate of
12% per annum, payable annually. The convertible debentures mature in February,
2001. The holder of any convertible debenture has the right, exercisable at any
time up to the maturity of the convertible debenture, at his option, to convert
such convertible debenture at the principal amount thereof (or any portion
thereof that is an integral multiple of $1,500) into shares of the common stock
at a price of $1.50 per share (except that, in the event such convertible
debenture shall be called for redemption, such right shall terminate on the
close of business on the fifth day immediately preceding the redemption date).
The Registrant issued the convertible debentures pursuant to the provisions of
Rule 506 promulgated under the Securities Act of 1933, as amended, and filed a
Report on Form D in connection therewith. Comprehensive Capital Corporation
acted as the placement agent for such offering and received placement fees of
$136,968 in connection with such offering.

As of June 30, 1999 the Registrant issued 1,206,000 shares of the Series A
Preferred Stock to Messrs. Ferrante, Paul and Brescio in exchange for the
delivery to the Registrant by such persons of 1,206,000 shares of common stock
held by them. The Registrant issued the Preferred Stock in a cashless exchange
pursuant to the exemption afforded by Section 3(a)9 of the Securities Act of
1933, as amended.

ITEM 27. EXHIBITS

<TABLE>
<C> <S>
**1.1 --Revised Form of Underwriting Agreement.
**1.2 --Revised Agreement Among Underwriters.
**1.3 --Revised Selected Dealer Agreement.
**3.1 --Amended and Restated Certificate of Incorporation of the
Registrant
**3.2 --Amended and Restated By-Laws of the Registrant.
**3.3 --Certificate of Designations for Series A Preferred Stock.
**3.4 --Certificate of Amendment of Certificate of Incorporation
of the Registrant.
**3.5 --Amendment to Certificate of Designations for Series A
Preferred Stock.
**3.6 --Certificate of Amendment of Certificate of Incorporation
of the Registrant.
**3.7 --Amendment to Certificate of Designations for Series A
Preferred Stock.
**3.8 --Amendment to Certificate of Designations for Series A
Preferred Stock.
**4.1 --Specimen Certificate for Registrant's Common Stock
**4.2 --Revised Form of Underwriter's Stock Warrant
**4.3 --Form of Convertible Subordinated Debenture
**5.1 --Opinion of Lehman & Eilen LLP
**10.1 --1999 Stock Option Plan of Registrant.
**10.2 --Employment Agreement dated as of March 1, 1999, as
amended, between Registrant and Ralph M. Ferrante
**10.3 --Consulting Agreement dated as of March 1, 1999, as
amended, between Registrant and Herbert M. Paul
**10.4 --Amended Agreement dated as of February 10, 1999 among the
Registrant, A. Donald McCulloch, Jr., Carolyn B.
McCulloch, Ralph M. Ferrante and Herbert M. Paul.
**10.5 --Promissory Note dated February 10, 1999 in the principal
amount of $152,500 made by the Registrant in favor of
A. Donald McCulloch, Jr. and Carolyn B. McCulloch.
</TABLE>

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<PAGE>
<TABLE>
<C> <S>
**10.6 --Promissory Note dated February 10, 1999 in the principal
amount of $169,455 made by the Registrant in favor of
A. Donald McCulloch, Jr. and Carolyn B. McCulloch.
**10.7 --Glass Supply Agreement between the Registrant and
Consumers Packaging Inc., as amended.
**10.8 --Agreement of Confidentiality dated January 11, 1995
between the Registrant and Consumers Glass Company.
**10.9 --Agreement dated August 7, 1997 between the Registrant and
Comax Manufacturing Corporation.
**10.10 --Confidentiality Agreement dated November 6, 1998 between
the Registrant and Comax Manufacturing Corporation.
**10.11 --Agreement dated October 31, 1997 by and between the
Registrant and Ritter/ Sysco Foods, Inc.
**10.12 --Hold Harmless Agreement and Guaranty/Warranty of Product
dated February 7, 1997 between the Registrant and Sysco
Corporation.
**10.13 --Agreement dated January 30, 1998 between the Registrant
and Sbarro, Inc.
**10.14 --Beverage Supply Agreement dated March 29, 1999 between the
Registrant and Dunkin' Donuts MidAtlantic DCP, Inc.
**10.15 --Agency Agreement dated May 5, 1998 between the Registrant
and Bentonville Associates Ventures, LLC, as amended.
**10.16 --Vendor Agreement between the Registrant and Wal-Mart
Stores.
**10.17 --Revised Form of Financial Consulting Agreement between the
Registrant and the Underwriter.
**10.18 --Form of Indemnification Agreement between the Registrant
and each officer and director of the Registrant.
**10.19 --Agreement dated September 22, 1999 between the Registrant
and Cartaret Packaging, Inc.
**10.20 --Agreement dated as of December 1, 1998 among the
Registrant, A. Donald McCulloch, Jr., Carolyn B.
McCulloch, Ralph M. Ferrante and Herbert M. Paul.
**10.21 --Amendment to Agreement dated as of December 1, 1998 among
Registrant, A. Donald McCulloch, Jr., Carolyn B.
McCulloch, Ralph M. Ferrante and Herbert M. Paul.
*23.1 --Consent of Goldstein Golub Kessler LLP
**23.2 --Consent of Lehman & Eilen LLP (contained in opinion of
counsel set forth as Exhibit 5).
**24.1 --Power of Attorney.
*27 --Financial Data Schedule.
</TABLE>

------------------

* Filed herewith.
** Previously filed.

ITEM 28. UNDERTAKINGS.

(1) The undersigned Registrant hereby undertakes that it will:

(a) File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act,

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement.

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<PAGE>
Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

(b) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.

(c) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of this offering.

(2) The undersigned Registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreement certificates
in such denominations and registered in such names as required by the
underwriter to permit prompt delivery to each purchaser.

(3) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

(4) The undersigned Registrant hereby undertakes that it will:

(a) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h)
under the Securities Act as part of this registration statement as of the time
it was declared effective.

(b) For determining any liability under the Securities Act, treat each post
effective amendment that contains a form of prospectus as a new registration
statement for the securities offered in the registration statement, and the
offering of such securities at that time as the initial bona fide offering of
those securities.

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<PAGE>
SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has authorized this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
whereunto duly authorized, in the City of Upper Grandview, State of New York on
the 7th day of August, 2000.

GLOBAL BRANDS, INC.

By: /s/ Ralph M. Ferrante
___________________________________
Ralph M. Ferrante
Chairman of the Board and
Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates stated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ RALPH M. FERRANTE Chairman of the Board, Chief August 7, 2000
------------------------------------------------ Executive Officer and Secretary
Ralph M. Ferrante

/s/ HERBERT PAUL President, Chief Financial August 7, 2000
------------------------------------------------ Officer, (Principal Financial
Herbert Paul Officer Principal Account
Officer) Assistant Secretary and
Director

/s/ JAMES P. MCCANN Director August 7, 2000
------------------------------------------------
James P. McCann
</TABLE>

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