UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________

Commission file number 333-131531

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

Delaware 20-8531711
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

5608 S. Soto Street, Huntington Park, CA 90255
(Address of principal executive offices)

323 588-1190
(Issuer’s telephone number)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
Nil N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, par value $0.0001
(Title of class)

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.[ ]
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [  ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]

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

Issuer's revenues for its most recent fiscal year ended September 30, 2007 is $592,046 .


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State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)

Note: If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.

6,605,896 common shares @ $0.85 (1) = $5,615,011

(1) Represents the price at September 30, 2007. Used only for the purpose of this calculation.

State the number of shares outstanding of each of the issuer's classes of equity stock, as of the latest practicable date.

29,630,530 common shares issued and outstanding as of December 31, 2007.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X].

PART I

Item 1. Description of Business.

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “ expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” beginning on page 6 of this report, that may cause our or our industry’s 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 these forward-looking statements.

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. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) unless otherwise stated and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all references to "common shares" refer to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our", means Panglobal Brands Inc. and our wholly-owned subsidiary, Mynk, Inc. unless otherwise indicated.


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Business Development

We were incorporated on March 2, 2005, under the laws of the State of Delaware, under the name “EZ English Online Inc.” Since incorporation we were engaged in the development of an online teacher training course to teach English as a second language. Our principal offices are located 5608 South Soto Street, Suite 102, Huntington Park, California 90255, and our telephone number is 323.588.1190.

On July 3, 2006, our common stock was approved for quotation on the OTC Bulletin Board.

On February 2, 2007, we affected a forward stock split of our authorized and issued and outstanding shares on a six-for-one basis. The forward split resulted in the increase of our authorized capital from 100,000,000 shares of common stock with a par value of $0.0001 to 600,000,000 shares of common stock with a par value of $0.0001.

On February 2, 2007, we completed a merger with our wholly owned subsidiary Panglobal Brands Inc. As a result, we changed our name from EZ English Online Inc. to Panglobal Brands Inc. Our subsidiary was incorporated on January 22, 2007, specifically for the purpose of the merger. The six-for-one forward stock split, merger and name change became effective with NASDAQ’s OTC Bulletin Board on February 6, 2007 and our trading symbol was changed to “PNGB”.

On May 11, 2007, we acquired all of the issued and outstanding shares of Mynk Corporation. Mynk is now our wholly-owned, operating subsidiary. With the acquisition of Mynk, we changed our business focus to that of our newly acquired subsidiary and are now engaged in the business of the design, production and sale of clothing and accessories. We intend to acquire and create brands for the contemporary apparel market in the U.S. and international markets.

Business of Issuer

Our strategy is to build a series of apparel brands, consisting mainly of women’s apparel, and to build brand recognition by marketing our products to fashion conscious, affluent consumers who shop in high-end boutiques and department stores and who want to wear and be seen in the latest and most fashionable clothing and accessories. We plan to update our product offerings continually to be seen as a trend setter in fashionable clothing and accessories. We also are targeting the junior market and design, have manufactured and sell junior denim, t-shirts, dresses and other apparel. Lastly, based upon our branded products, we expect to be offered the opportunity to manufacture private label women’s apparel including dresses, skirts and knit and woven tops.

We operate all of our apparel businesses through our wholly-owned subsidiary, Mynk, Inc.

Our divisions are aggregated into four major consumer market product groupings. The major consumer divisions are as follows:

HAUTEUR MYNK-Hauteur Mynk is a trademarked brand name selling premium denim jeans, skirts, dresses and shorts. All of the sales through September 30, 2007 have been sales of Mynk denim. Mynk is currently sold at Saks Fifth Avenue and approximately 100 premium boutiques throughout the U.S. Mynk products are manufactured in Los Angeles using Italian denim fabric. The product’s image is a low-rise, soft, sexy look perfect for evening wear and is available for both women and men. The retail price point ranges from $200-240 for denim bottoms. Competition is strong from larger companies including Seven, True Religion, Paige Denim, Citizens for Humanity, Rock and Republic, etc.

NELA-Nela designs, merchandises and sells women's better dresses and sportswear using Italian prints and related fabrics. The dresses are manufactured under contract in Asia and a royalty fee will be paid to the Italian fabric manufacturer. There have been no sales of Nela dresses to date; however, there is a backlog beginning February 2008 extending through May. Nela will be sold through high-end department stores and boutiques catering to a contemporary woman 30+ years old. Retail prices points range from $280-400 and competition includes well-known designers such as Diane von Furstenburg, Marc by Marc Jacobs, Rozae Nichols, Milly, Tibi, etc.


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TEA AND HONEY-Tea and Honey designs, merchandises and sells women’s mid-priced contemporary dresses. Tea and Honey is a more casual look for women ages 22-35 with a vintage feel easily convertible for wear by the working woman by day and for evening wear, as well. Tea and Honey products are expected to commence sales after May 2008 and will be manufactured in Asia. Prospective retail customers include Federated department store chains and stores such as Anthropologie, etc. Competition includes Velvet, Ella Moss and A Common Thread.

SOSIK-Sosik designs, merchandises and sells junior t-shirts, dresses, skirts and knit and woven tops and other apparel and is manufactured in Asia. Junior apparel includes clothing for girls ages 14-22 as well as products for children ages 6-14. There have been no sales of Sosik or private label junior products to-date; however, a significant backlog exists with shipments commencing late January, 2008 extending through April. It is anticipated that greater than 50% of our revenue for our fiscal year ending September 30, 2009 will be from Sosik and junior products. Customers included in our sales backlog include Charlotte Russe, Forever 21, Wet Seal, Guess, Ross and Limited Too.

PRIVATE LABEL- Lastly, based upon our branded products, we expect to be offered the opportunity by major department stores to design, merchandise and manufacture private label women’s apparel including dresses, skirts and knit and woven tops. There have been no sales of private label products to date; however, our backlog for shipments beginning January, 2008 includes customers such as Sears Holdings and Victoria’s Secret.

We anticipate no significant change in our products lines or new apparel industry divisions. In all of our divisions, we purchase finished goods from numerous contract manufacturers and to a lesser extent raw materials directly from numerous textile mills and yarn producers and converters. We have not experienced difficulty in obtaining finished goods or raw materials essential to our business in any of our apparel businesses.

We plan to continue to manufacture our products to order and not carry inventory with the exception of Hauteur Mynk denim products to meet the delivery requirements of our customers. Denim jeans tend to be sold in small quantities to boutiques with replenishment of the same styles and washes occurring on a continuing basis.

We plan to continue to outsource our warehousing and shipping functions to a third party warehousing company designed to ship apparel products for multiple companies.

We maintain a company website at www.panglobalbrand.com where examples of our products can be seen.

Consulting Agreement for Sosik Division

On August 20, 2007 we signed a consulting agreement with Lolly Factory, Inc. and its sole shareholder (“Consultant”) through December 31, 2010 to provide sales and merchandising consulting services for the Sosik and Juniors apparel divisions. Consulting fees totaling $452,125 are payable between September 2007 and June 2008. For the year ending September 30, 2007 $90,425 in consulting fees were paid. In addition, Consultant shall earn a 3.5% commission on Sosik and Junior divisions net sales. Consultant also earns 100,000 of our common shares payable each month from September, 2007 to June, 2008, up to an aggregate of 1,000,000 common shares which shares are deemed to be earned and vested each month. We recorded an expense to operations in the amount of $85,000 for shares earned for September, 2007.

Consultant and Panglobal Brands Inc. have established sales targets totaling $30.0 million for calendar year 2008, $45.0 million for calendar year 2009 and $60.0 million for calendar year 2010. Consultant can earn up to 1,500,000 common shares of Panglobal Brands Inc. according to the following schedule:

  (i)

500,000 shares upon meeting the sales target for calendar year 2008;

  (ii)

500,000 shares upon meeting the sales target for calendar year 2009;

  (iii)

500,000 shares upon meeting the sales target for calendar year 2010.

Manufacturing

We outsource all of our manufacturing to third parties on an order-by-order basis. These contract manufacturers are found in Asia and the United States and they will manufacture our garments on an order-by-order basis. We believe that we will be able to meet our production needs in this way. Although the various fabrics that we intend to use in


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the manufacture of our products will be of the high quality, they are available from many suppliers in the United States and abroad.

Quality Control

We will establish a quality control program to ensure that our products meet our high quality standards. We intend to monitor the quality of our fabrics prior to the production of garments and inspect prototypes of each product before production runs commence. We also plan to perform random on-site quality control checks during and after production before the garments leave the contractor. We also plan to conduct final random inspections when the garments are received in our distribution centers. We believe that our policy of inspecting our products at our distribution centers and at the vendors’ facilities will be important to maintain the quality, consistency and reputation of our products.

Competition

The apparel industry is intensely competitive and fragmented. We compete against other small companies like ours, as well as large companies that have a similar business and large marketing companies, importers and distributors that sell products similar to or competitive with ours.

We believe that our competitive strengths consist of the detailing of the design, the quality of the fabric and the superiority of the fit.

Government Regulation and Supervision

Our operations are subject to the effects of international treaties and regulations such as the North American Free Trade Agreement (NAFTA). We are also subject to the effects of international trade agreements and embargoes by entities such as the World Trade Organization. Generally, these international trade agreements benefit our business rather than burden it because they tend to reduce trade quotas, duties, taxes and similar impositions. However, these trade agreements may also impose restrictions that could have an adverse impact on our business, by limiting the countries from whom we can purchase our fabric or other component materials, or limiting the countries where we might market and sell our products.

Labeling and advertising of our products is subject to regulation by the Federal Trade Commission. We believe that we are in compliance with these regulations.

Employees

As of January, 2008, we have 51 full-time employees: two (2) are executive, nine (9) are design staff, fifteen(15) are production staff, seventeen (17) are sewing staff, four (4) are sales staff and four (4) are accounting/administration staff. None of our employees are subject to a collective bargaining agreement, and we believe that our relations with our employees are good.

Information Systems

We believe that high levels of automation and technology are essential to maintain our competitive position and support our strategic objectives and we plan to invest in computer hardware, system applications and networks to provide increased efficiencies and enhanced controls.

Trademarks

We own the trademark “Hauteur Mynk” and have applications pending for the balance of our branded apparel products.

Marketing

We market our products directly through our sales staff as well as through showrooms which carry multiple lines of apparel products. In addition we attend industry trade shows.


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RISK FACTORS

Much of the information included in this annual report includes or is based upon estimates, projections or other “forward-looking statements”. Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.

Such estimates, projections or other “forward-looking statements” involve various risks and uncertainties as outlined below. We caution readers of this annual report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward-looking statements”. In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.

Risks Related to our Business

Our continued operations depend on current fashion trends. If our products and designs are not considered fashionable or desirable by enough consumers, then our business could be adversely affected.

The acceptance by consumers of our products and design is important to our success and competitive position, and the inability to continue to develop and offer fashionable and desirable products to consumers could harm our business. We cannot be certain that our high-fashion clothing and accessories will be considered fashionable and desirable by enough consumers to make our operations profitable. There are no assurances that our future designs will be successful, and any unsuccessful designs could adversely affect our business. If we are unable to respond to changing consumer demands in a timely and appropriate manner, we may fail to establish or maintain our brand name and brand image. Even if we react appropriately to changes in consumer preferences, consumers may consider our brand image to be outdated or associate our brand with styles that are no longer popular. Should trends veer away from our style of products and designs, our business could be adversely affected.

We may be unable to achieve or sustain growth or manage our future growth, which may have a material adverse effect on our future operating results.

We cannot provide any assurances that our business plan will be successful and that we will achieve profitable operations. Our future success will depend upon various factors, including the strength of our brand image, the market success of our current and future products, competitive conditions and our ability to manage increased revenues, if any, or implement our growth strategy. In addition, we anticipate significantly expanding our infrastructure and adding personnel in connection with our anticipated growth, which we expect will cause our selling, general and administrative expenses to increase in absolute dollars and which may cause our selling, general and administrative expenses to increase as a percentage of revenue. Because these expenses are generally fixed, particularly in the short-term, operating results may be adversely impacted if we do not achieve our anticipated growth.

Future growth may place a significant strain on our management and operations. If we experience growth in our operations, our operational, administrative, financial and legal procedures and controls may need to be expanded. As a result, we may need to train and manage an increasing number of employees, which could distract our management team from our business. Our future success will depend substantially on the ability of our management team to manage our anticipated growth. If we are unable to anticipate or manage our growth effectively, our operating results could be adversely affected.

We face intense competition, including competition from companies with significantly greater resources than ours, and if we are unable to compete effectively with these companies, our business could be harmed.

We face intense competition in the apparel industry from other, more established companies. A number of our competitors have significantly greater financial, technological, engineering, manufacturing, marketing and


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distribution resources than we do. Their greater capabilities in these areas may enable them to better withstand periodic downturns in the apparel industry, compete more effectively on the basis of price and production and to develop new products in less time. In addition, new companies may enter the markets in which we compete, further increasing competition in the apparel industry.

We believe that our ability to compete successfully depends on a number of factors, including the style and quality of our products and the strength of our brand name, as well as many factors beyond our control. We may not be able to compete successfully in the future, and increased competition may result in price reductions, reduced profit margins, loss of market share and an inability to generate cash flows that are sufficient to maintain or expand our development and marketing of new products, which would adversely impact the trading price of our common stock.

Our business could suffer if our manufacturers do not meet our demand or delivery schedules.

Although we design and market our products, we outsource manufacturing to third party manufacturers. Outsourcing the manufacturing component of our business is common in the apparel industry and we compete with other companies for the production capacity of our manufacturers. Because we are a small enterprise and many of the companies with which we compete have greater financial and other resources than we have, they may have an advantage in the competition for production capacity. There is no assurance that the manufacturing capacity we require will be available to us, or that if available it will be available on terms that are acceptable to us. If we cannot produce a sufficient quantity of our products to meet demand or delivery schedules, our customers might reduce demand, reduce the purchase price they are willing to pay for our products or replace our product with the product of a competitor, any of which could have a material adverse effect on our financial condition and operations.

Government regulation and supervision could restrict our business.

Any negative changes to international trade agreements and regulations such as the North American Free Trade Agreement or any agreements affecting international trade such as those made by the World Trade Organization which result in a rise in trade quotas, duties, taxes and similar impositions or which has the result of limiting the countries from whom we can purchase our fabric or other component materials, or limiting the countries where we might market and sell our products, could have an adverse effect on our business.

Increases in the price of raw materials or their reduced availability could increase our cost of sales and decrease our profitability.

The principal fabrics used in our business are cotton, synthetics, wools and blends. The prices we pay for these fabrics are dependent on the market price for raw materials used to produce them, primarily cotton. The price and availability of cotton may fluctuate significantly, depending on a variety of factors, including crop yields, weather, supply conditions, government regulation, economic climate and other unpredictable factors. Any raw material price increases could increase our cost of sales and decrease our profitability unless we are able to pass higher prices on to our customers. Moreover, any decrease in the availability of cotton could impair our ability to meet our production requirements in a timely manner.

If we are unable to enforce our intellectual property rights or otherwise protect our intellectual property, then our business would likely suffer.

Our success depends to a significant degree upon our ability to protect and preserve any intellectual property we develop or acquire, including copyrights, trademarks, patents, service marks, trade dress, trade secrets and similar intellectual property. We rely on the intellectual property, patent, trademark and copyright laws of the United States and other countries to protect our proprietary rights. However, we may be unable to prevent third parties from using our intellectual property without our authorization, particularly in those countries where the laws do not protect our proprietary rights as fully as in the United States. The use of our intellectual property or similar intellectual property by others could reduce or eliminate any competitive advantage we may develop, causing us to lose sales or otherwise harm our business. We may need to bring legal claims to enforce or protect such intellectual property rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources. In addition, notwithstanding the rights we have secured in our intellectual property, other persons may bring claims against us that we have infringed on their intellectual property rights or claims that our intellectual


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property right interests are not valid. Any claims against us, with or without merit, could be time consuming and costly to defend or litigate and therefore could have an adverse affect on our business. If any of these risks arise, our business would likely suffer.

Risks Related to Our Company

We lack an operating history and have losses which we expect to continue into the future. Our auditor has stated that we have incurred a loss from operations and negative cash flows from operations that raise substantial doubt about our ability to continue as a going concern. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.

Our inception date is February 3, 2006. We have a very short operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception (February 3, 2006) was $4,758,107 as of September 30, 2007. In its audit report dated January 14, 2008, our auditor stated that we have incurred a loss from operations and negative cash flows from operations that raise substantial doubt about our ability to continue as a going concern. Our total costs and expenses since inception (February 3, 2006) to September 30, 2006 were $3,387,236, of which $2,078,985 was for general and administrative expenses, $683,833 was for design and development and $611,591 was for selling and shipping.

Based upon current plans, we expect to incur operating losses in future periods because we will continue to incur expenses. We cannot guarantee that we will be successful in becoming profitable in the future. Failure to become profitable would cause us to go out of business.

Our management may be able to control substantially all matters requiring a vote of our stockholders and their interests may differ from the interests of our other stockholders and cause investors to lose some or all potential benefit from their investment.

As of December 31, 2007, our directors and officers as a group beneficially owned approximately 21% of our outstanding common stock. Therefore, our directors and officers may be able to control matters requiring approval by our stockholders. Matters that require the approval of our stockholders include the election of directors and the approval of mergers or other business combination transactions. Our directors and officers also have control over our management and affairs. As a result of such control, certain transactions are effectively not possible without the approval of our directors and officers, including, proxy contests, tender offers, open market purchase programs or other transactions that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for their shares of our common stock. If the interests of our directors and officers conflict with those of our investors, investors could lose some or all of the potential benefit of their investment.

Risks Related to Our Securities
Our stock price is highly volatile.

The trading price of our common stock has fluctuated significantly since our incorporation (March 2, 2005), and is likely to remain volatile in the future. The trading price of our common stock could be subject to wide fluctuations in response to many events or factors, including the following:

  • quarterly variations in our operating results;
     
  • changes in financial estimates by securities analysts;
     
  • changes in market valuations or financial results of apparel companies;
     
  • announcements by us or our competitors of new products, or significant acquisitions, strategic partnerships or joint ventures;

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  • any deviation from projected growth rates in revenues;
     
  • any loss of a major customer or a major customer order;
     
  • additions or departures of key management or design personnel;
     
  • any deviations in our net revenue or in losses from levels expected by securities analysts;
     
  • activities of short sellers and risk arbitrageurs; and,
     
  • future sales of our common stock.

The equity markets have, on occasion, experienced significant price and volume fluctuations that have affected the market prices for many companies' securities and that have often been unrelated to the operating performance of these companies. Any such fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. As a result, stockholders may be unable to sell their shares, or may be forced to sell them at a loss.

The U.S. Securities and Exchange Commission imposes additional sales practice requirements on brokers who deal in our shares which are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty reselling your shares and this may cause the price of the shares to decline.

Our shares are classified as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 and the Rules which impose additional sales practice requirements on brokers/dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement prior to making a sale for you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.

We do not intend to pay dividends and there will be less ways in which you can make a gain on any investment in our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may likely prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through appreciation of the stock’s price.

Item 2. Description of Property.

Our executive and head office is located at 5608 South Soto Street, Huntington Park, CA 90255. This operating facility functions as our main operating facility. We believe our current premises are not adequate for our current operations and have signed a three year lease commencing January 1, 2008 for 18,200 square feet located at 2853 E. Pico Blvd., Los Angeles, CA 90023.We plan to move into these premises late January.

Commencing October 1, 2007, we leased 499 square feet for three years as a sales showroom for our Sosik division at California Market Center, 110 East Ninth Street, Suite A0823, Los Angeles, CA 90079.

Commencing November 1, 2007, we leased 2,609 square feet for 5 years as a sales showroom for our Nela/Mynk/Tea and Honey divisions at 250 West 39 th Street, New York, New York.

Commencing December 1, 2007, we leased 1,337 square feet for 3 years, eight months as a sales showroom for our Sosik division at 530 7 th Avenue 27 th Floor, New York, New York.


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Item 3. Legal Proceedings.

Other than as described below, we know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest. The outcome of open unresolved legal proceedings is presently indeterminable. Any settlement resulting from resolution of these contingencies will be accounted for in the period of settlement. We do not believe the potential outcome from these legal proceedings will significantly impact our financial position, operations or cash flows.

Elk Brands Manufacturing Company, Inc. is suing Mynk, Inc. for an alleged payment owing of approximately $70,800. We believe that this claim is unfounded and we intend to fight it through all reasonable legal means. We believe that we will not be held liable for or be required to pay the amount claimed by Elk Brands. The claim was filed in the circuit court for Davidson County, Tennessee at Nashville on February 16, 2007.

On October 19, 2007, a complaint was filed in the Superior Court of the State of California for the County of Los Angeles by Unger Fabrik, LLC, a Delaware limited liability company, against our company, Mark Cywinski, Craig Soller and Stephen M. Soller, our chief executive officer and a director and our company. The complaint makes several allegations, including breach of contract, unfair competition and unfair business practices. The plaintiff is seeking monetary damages, punitive damages, injunctions, restitution, attorney fees, pre and post judgment interest and any further relief that the Court deems just and proper. We intend to defend ourselves against this lawsuit. The date of the next event in relation to this lawsuit is not yet known.

Item 4.

Submission of Matters to a Vote of Security Holders.

None.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.

Our common stock was originally quoted on the OTC Bulletin Board under the symbol "EZEO", but there had not been a trade of our common stock under that symbol. On February 6, 2007 the symbol was changed to “PNGB”.

Our common stock is quoted on the National Association of Securities Dealers OTC Bulletin Board under the symbol "PNGB". The following quotations obtained from Yahoo.com reflect the highs and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

The high and low bid prices of our common stock for the previous two fiscal years and the interim period ended December 31, 2007 are as follows:

National Association of Securities Dealers OTC Bulletin Board (1)
  Quarter Ended High Low
December 31, 2007 $1.09 $0.65
September 30, 2007 $1.05 $0.55
     June 30, 2007 $1.05 $0.80
   March 31, 2007 $3.00 $0.40
December 31, 2006 $0.65 $0.25


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September 30, 2006 * *
     June 30, 2006 * *
   March 31, 2006 * *

* Indicates no bids.

On January 11, 2008, the shareholders’ list for our common stock showed 103 registered stockholders and 29,650,530 shares issued and outstanding.

We have no other classes of securities.

Dividends

We have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. Our directors will determine if and when dividends should be declared and paid in the future based on our financial position at the relevant time. All shares of our common stock are entitled to an equal share of any dividends declared and paid.

Recent Sales of Unregistered Securities

On February 27, 2007, in anticipation of the Exchange, the Company sold an aggregate of 9,426,894 shares of its common stock to fifty accredited investors in an initial closing of its private placement at a per share price of $0.45, resulting in aggregate gross proceeds to the Company of $4,242,103. Net cash proceeds to the Company, after the deduction of all private placement offering costs and expenses of $21,900, were $4,220,203.

On February 28, 2007, the Company sold an aggregate of 1,183,332 shares of its common stock to nine accredited investors in a second closing of the private placement at a per share price of $0.45, resulting in aggregate gross proceeds to the Company of $532,499. Net cash proceeds to the Company were also $532,499. Stephen Soller, the Company’s Chief Executive Officer, purchased 291,666 shares in the private placement for $131,250. Craig Soller, the brother of Stephen Soller and a consultant to the Company, purchased 244,444 shares of common stock in the private placement for $110,000. Three Mynk shareholders also purchased an aggregate of 299,999 shares in the private placement for $134,500.

On October 23, 2007, we closed a private placement of 2,871,759 units for gross proceeds of $2,153,819.25. Each unit was sold for $0.75 and consists of one common share and one common share purchase warrant. Each common share purchase warrant entitles the holder to purchase one additional common share of our company at a price of $1.00 per warrant share until October 23, 2008 and at $1.50 per warrant share until the warrants expire on October 23, 2009.

We issued 1,603,426 units pursuant to the exemption from registration under the United States Securities Act of 1933 provided by Section 4(2), Section 4(6) and/or Rule 506 of Regulation D promulgated under the 1933 Act to eleven (11) investors who are “accredited investor” within the respective meanings ascribed to that term in Rule 501(a) under the 1933 Act. Charles Lesser, Chief Financial Officer of the Company, purchased 200,000 units in the private placement for $150,000.

We issued 1,268,333 units to seven (7) non U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

Item 6.

Management’s Discussion and Analysis or Plan of Operation.

The following discussion should be read in conjunction with our audited consolidated financial statements and the related notes for year ended September 30, 2007 and the factors that could affect our future financial condition and results of operations. Historical results may not be indicative of future performance.


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The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report, particularly in the section entitled "Risk Factors" beginning on page xx of this annual report.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

Corporate Overview and History

We were incorporated on March 2, 2005, under the laws of the State of Delaware, under the name “EZ English Online Inc.” Since incorporation we were engaged in the development of an online teacher training course to teach English as a second language. Our principal offices are located 5608 South Soto Street, Suite 102, Huntington Park, California 90255, and our telephone number is 323.588.1190.

On July 3, 2006, our common stock was approved for quotation on the OTC Bulletin Board.

On February 2, 2007, we affected a forward stock split of our authorized and issued and outstanding shares on a six-for-one basis. The forward split resulted in the increase of our authorized capital from 100,000,000 shares of common stock with a par value of $0.0001 to 600,000,000 shares of common stock with a par value of $0.0001.

On February 2, 2007, we completed a merger with our wholly owned subsidiary Panglobal Brands Inc. As a result, we changed our name from EZ English Online Inc. to Panglobal Brands Inc. Our subsidiary was incorporated on January 22, 2007, specifically for the purpose of the merger. The six-for-one forward stock split, merger and name change became effective with NASDAQ’s OTC Bulletin Board on February 6, 2007 and our trading symbol was changed to “PNGB”.

On May 11, 2007, we acquired all of the issued and outstanding shares of Mynk Corporation. Mynk is now our wholly-owned, operating subsidiary. With the acquisition of Mynk, we changed our business focus to that of our newly acquired subsidiary and are now engaged in the business of the design, production and sale of clothing and accessories. We intend to acquire and create brands for the contemporary apparel market in the U.S. and international markets.

Our Current Business

Business Strategy

Our strategy is to build a series of apparel brands, consisting of mainly women’s apparel, and to build brand recognition by marketing our products to fashion conscious, affluent consumers who shop in high-end boutiques and department stores and who want to wear and be seen in the latest and most fashionable clothing and accessories. We plan to update our product offerings continually to be seen as a trend setter in fashionable clothing and accessories. We also are targeting the junior market and design, have manufactured and sell junior denim, t-shirts, dresses and other apparel. Lastly, based upon our branded products, we expect to be offered the opportunity to manufacture private label women’s apparel including dresses, skirts and knit and woven tops.

We operate all of our apparel businesses through our wholly-owned subsidiary, Mynk, Inc.

Our divisions are aggregated into four major consumer market product groupings. The major consumer divisions are as follows:

HAUTEUR MYNK-Hauteur Mynk is a trademarked brand name selling premium denim jeans, skirts, dresses and shorts. All of the sales through September 30, 2007 have been sales of Mynk denim. Mynk is currently sold at Saks Fifth Avenue and approximately 100 premium boutiques throughout the U.S. Mynk products are manufactured in Los Angeles using Italian denim fabric. The product’s image is a low-rise, soft, sexy look perfect for evening wear and is available for both women and men. The retail price point ranges from $200-240 for denim bottoms.


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Competition is strong from larger companies including Seven, True Religion, Paige Denim, Citizens for Humanity, Rock and Republic, etc.

NELA-Nela designs, merchandises and sells women's better dresses using Italian prints and related fabrics. The dresses are manufactured under contract in Asia and a royalty fee will be paid to the Italian fabric manufacturer. There have been no sales of Nela dresses to date; however, there is a backlog beginning February 2008 extending through May. Nela will be sold through high-end department stores and boutiques catering to a contemporary woman 30+ years old. Retail prices points range from $280-400 and competition includes well-known designers such as Diane von Furstenburg, Marc by Marc Jacobs, Rozae Nichols, Milly, Tibi, etc.

TEA AND HONEY-Tea and Honey designs, merchandises and sells women’s mid-priced contemporary dresses. Tea and Honey is a more casual look for women ages 22-35 with a vintage feel easily convertible for wear by the working woman by day and for evening wear, as well. Tea and Honey products are expected to commence sales after May 2008 and will be manufactured in Asia. Prospective retail customers include Federated department store chains and stores such as Anthropologie, etc. Competition includes Velvet, Ella Moss and A Common Thread.

SOSIK-Sosik designs, merchandises and sells junior t-shirts, dresses, skirts and knit and woven tops and other apparel and is manufactured in Asia. Junior apparel includes clothing for girls ages 14-22 as well as products for children ages 6-14. There have been no sales of Sosik or private label junior products to-date; however, a significant backlog exists with shipments commencing late January, 2008 extending through April. It is anticipated that greater than 50% of our revenue for our fiscal year ending September 30, 2009 will be from Sosik and junior products. Customers included in our sales backlog include Charlotte Russe, Forever 21, Wet Seal, Guess, Ross and Limited Too.

PRIVATE LABEL- Lastly, based upon our branded products, we expect to be offered the opportunity by major department stores to design, merchandise and manufacture private label women’s apparel including dresses, skirts and knit and woven tops. There have been no sales of private label products to date; however, our backlog for shipments beginning January, 2008 includes customers such as Sears Holdings and Victoria’s Secret.

We anticipate no significant change in our products lines or new apparel industry divisions. In all of our divisions, we purchase finished goods from numerous contract manufacturers and to a lesser extent raw materials directly from numerous textile mills and yarn producers and converters. We have not experienced difficulty in obtaining finished goods or raw materials essential to our business in any of our apparel business divisions.

We plan to manufacture our products to order and not carry inventory with the exception of Hauteur Mynk denim products to meet the delivery requirements of our customers. Denim jeans tend to be sold in small quantities to boutiques with replenishment of the same styles and washes occurring on a continuing basis.

We plan on outsourcing our warehousing and shipping functions to a third party warehousing company designed to ship apparel products for multiple companies.

We maintain a company website at www.panglobalbrand.com where examples of our products can be seen.

Consulting Agreement for Sosik Division

On August 20, 2007 we signed a consulting agreement with Lolly Factory, Inc. and its sole shareholder (“Consultant”) through December 31, 2010 to provide sales and merchandising consulting services for the Sosik and Juniors apparel divisions. Consulting fees totaling $452,125 are payable between September 2007 and June 2008. For the year ending September 30, 2007 $90,425 in consulting fees were paid. In addition, Consultant shall earn 3.5% commission on Sosik and Junior divisions net sales. Consultant also earns 100,000 of our common shares payable each month from September, 2007 to June, 2008, up to an aggregate of 1,000,000 common shares which shares are deemed to be earned and vested each month. We recorded an expense to operations in the amount of $85,000 for shares earned for September, 2007.


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Consultant and Panglobal Brands Inc. have established sales targets totaling $30.0 million for calendar year 2008, $45.0 million for calendar year 2009 and $60.0 million for calendar year 2010. Consultant can earn up to 1,500,000 common shares of Panglobal Brands Inc. according to the following schedule:

  (i)

500,000 shares upon meeting the sales target for calendar year 2008;

  (ii)

500,000 shares upon meeting the sales target for calendar year 2009;

  (iii)

500,000 shares upon meeting the sales target for calendar year 2010.

Manufacturing

We outsource all of our manufacturing to third parties on an order-by-order basis. These contract manufacturers are found in Asia and the United States and they will manufacture our garments on an order-by-order basis. We believe that we will be able to meet our production needs in this way. Although the various fabrics that we intend to use in the manufacture of our products will be of the high quality, they are available from many suppliers in the United States and abroad.

Employees

As of January, 2008, we have 51 full-time employees: two (2) are executive, nine (9) are design staff, fifteen(15) are production staff, seventeen (17) are sewing staff, four (4) are sales staff and four (4) are accounting/administration staff. None of our employees are subject to a collective bargaining agreement, and we believe that our relations with our employees are good.

Financial Condition, Liquidity and Capital Resources

At September 30, 2007, we had a working capital surplus of $1,328,989.

At September 30, 2007, our total assets were $2,014,972 of which $1,170,214 consisted of cash.

At September 30, 2007, our total liabilities were $406,988.

ASSETS. Our current assets totaled $1,735,977 and $161,585 at September 30, 2007 and 2006, respectively. Total assets were $2,014,972 and $161,585 at September 30, 2007 and 2006, respectively. The increase in current assets is primarily due to the growth in factor receivable, inventory and the generation of cash. At September 30, 2007 our assets consisted primarily of inventory of $309,700, net accounts receivable totaling $29,975, due from factor of $175,084 and cash on hand of $1,170,214.

LIABILITIES AND WORKING CAPITAL. Our current liabilities totaled $406,988 and $347,811 at September 30, 2007 and 2006, respectively. This resulted in working capital of $1,328,989 at September 30, 2007 and a working capital deficit at September 30, 2006. We had no long term debt in either year.

Cash Requirements And Additional Funding

On February 27 and 28, 2007, we raised approximately $4,774,602 through the sale of our equity securities in private placement transactions. We have also earned revenues from the sale of our fall product line. With the money we raised through the private placements and the revenue we earned through the sale of our products, we were able to pay our operating expenses for approximately the next nine months. At that point, we anticipated requiring further corporate financing in the next twelve months to carry out our business plan.

On October 23, 2007, the Company closed a private placement of 2,871,759 units for gross proceeds of $2,153,819. Each unit was sold for $0.75 and consists of one common share and one common share purchase warrant. Each common share purchase warrant entitles the holder to purchase, if exercised, one additional common share of our company at a price of $1.00 per common share until October 23, 2008 and at $1.50 per common share if exercised during the period from October 24, 2008 until the warrants expire on October 23, 2009.


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There are no assurances that we will earn the funds required for our continued operation. If we do not earn the required revenues, then we will have to seek another source of financing, likely through the sale of more shares of our common stock or borrowing money. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon a combination of our ability to obtain further long-term financing, the successful and sufficient market acceptance of any product offerings that we may introduce, the continuing successful development of our product offerings, and, finally, our ability to achieve a profitable level of operations. At this time, we have a backlog for shipments of our products beginning January 2008 and extending through April, 2008. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments.

In management’s opinion, we need to achieve the following events or milestones in the next twelve month period in order for us to continue to develop our business:

  1.

We must continue to develop new retail store customers for each of our brands/divisions. New customers have been generated by sales calls, attendance at tradeshows and through our company-staffed and contract sales showrooms.

     
  2.

We must increase brand awareness for each of our brands/divisions to the retail trade by positive trade press and public relations in periodicals such as Women’s Wear Daily, Elle, Vogue, etc. We have engaged a public relations company to achieve our media goals.

The Year Ended September 30, 2007 Compared to the Year Ended September 30, 2006 Revenue

From March 2, 2005 (date of incorporation) to September 30, 2006, we had not yet generated any revenues. Net sales for the year ended September 30, 2007 totaled $592,046. All of the sales during the year ended September 30, 2007 were sales of Hauteur Mynk denim jeans. Sales returns totaled $456,367 due to manufacturing problems causing a negative gross profit. At this time, we have a backlog of sales orders in excess $3.0 million for shipments beginning January 2008 through April, 2008. Over 50% of these orders are for Sosik and junior apparel products including skirts and knit and woven tops. The balance is for Mynk jeans and Nela dresses. Our ability to generate any significant revenues will be determined during the coming fiscal year ending September 30, 2008. Our Sosik products are sold through in-house sales staff and sales showrooms in Los Angeles and New York. Our Mynk/Nela/Tea and Honey products are sold through in-house sales staff and a sales showroom in New York, and through contract outside sales showrooms in Los Angeles earning sales commissions of 10-12%.

Expenses

Our total expenses were $683,926 for the year ended September 30, 2006 relating to the original start-up of Mynk, Inc. and the development of Hauteur Mynk jeans. This included $318,114 in design and development expenses $23,164 in professional fees, $6,000 in management fees, and $365,812 in general and administrative fees. Our general and administrative expenses consist of website development, marketing and promotion, travel, meals and entertainment, rent, office maintenance, communication expenses (cellular, internet, fax, telephone), office supplies, and courier and postage costs.

For the year ended September 30, 2007 design and development expenses totaled $365,719. During this year designers for all of product divisions were hired and salaries totaled $253,000, consulting $77,000 and fit model expense $27,000.


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For the year ended September 30, 2007 selling and shipping expense totaled $611,591. Travel and trade show expenses totaled $258,000, sales commissions totaled $89,000 and sales consulting expenses totaled $174,000. On August 20, 2007 we signed a consulting agreement with Lolly Factory, Inc. and its principal, Mark Cywinski through December 31, 2010 to provide sales and merchandising consulting services for the Sosik and juniors apparel division. Included in sales consulting expenses for the year ending September 30, 2007 was $90,425 paid to Lollly Factory, Inc.

For the year ended September 30, 2007 general and administrative expenses totaled $1,713,173. Key components included non-cash compensation for grants of stock and stock options ($644,000), professional fees ($441,000), consulting fees ($106,000), insurance ($98,000) and salaries ($198,000). Not included in general and administrative expenses is $12,827 in depreciation expense.

Off Balance-Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our consolidated financial statements is critical to an understanding of our financials.

Inventory is valued at the lower of cost or market, cost being determined by the first-in, first-out method. We continually evaluate our inventories by assessing slow moving current product as well as prior seasons’ inventory. Market value of non-current inventory is estimated based on historical sales trends for this category of inventory of our company’s individual product lines, the impact of market trends, an evaluation of economic conditions and the value of current orders relating to the future sales of this type of inventory.

Revenue from product sales is recognized as title passes to the customer upon shipment. Sales returns, all from Mynk denim products have been significant and we have accrued $131,710 as of September 30, 2007 for estimated sales returns and other allowances.

Adoption of New Accounting Policies

In December 2006, the FASB issued FSP EITF 00-19-2, “Accounting for Registration Payment Arrangements” (“EITF 00-19-2”), which addresses an issuer’s accounting for registration payment arrangements. EITF 00-19-2 specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with FASB No. 5, “Accounting for Contingencies”. EITF 00-19-2 further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable generally accepted accounting principles without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. EITF 00-19-2 is effective immediately for registration payment arrangements and the financial instruments subject to those arrangements that are entered into or modified subsequent to the date of issuance of EITF 00-19-2. For registration payment arrangements and financial instruments subject to those arrangements that were entered into prior to the issuance of EITF 00-19-2, EITF 00-19-2 is effective for financial statements issued for fiscal years beginning after December 15, 2006, and interim periods within those fiscal years. Early adoption of EITF 00-19-2 for interim or annual periods for which financial statements or interim reports have not been issued is permitted. The Company adopted EITF 00-19-2 effective December 31, 2006.

Effective January 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, Accounting for Income Taxes” (“FIN 48”). FIN 48


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addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The adoption of the provisions of FIN 48 did not have a material effect on the Company’s financial statements.

The Company currently files or has in the past filed income tax returns in Canada and the United States. The Company is subject to tax examinations by tax authorities for tax years ending in 2006 and subsequently.

The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of September 30, 2007, the Company has no accrued interest or penalties related to uncertain tax positions.

Recent Accounting Pronouncements

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS No. 157”), which establishes a formal framework for measuring fair value under generally accepted accounting principles. SFAS No. 157 defines and codifies the many definitions of fair value included among various other authoritative literature, clarifies and, in some instances, expands on the guidance for implementing fair value measurements, and increases the level of disclosure required for fair value measurements. Although SFAS No. 157 applies to and amends the provisions of existing FASB and AICPA pronouncements, it does not, of itself, require any new fair value measurements, nor does it establish valuation standards. SFAS No. 157 applies to all other accounting pronouncements requiring or permitting fair value measurements, except for: SFAS No. 123R, share-based payment and related pronouncements, the practicability exceptions to fair value determinations allowed by various other authoritative pronouncements, and AICPA Statements of Position 97-2 and 98-9 that deal with software revenue recognition. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently assessing the potential effect of SFAS No. 157 on its consolidated financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”), which provides companies with an option to report selected financial assets and liabilities at fair value. The objective of SFAS No. 159 is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. Generally accepted accounting principles have required different measurement attributes for different assets and liabilities that can create artificial volatility in earnings. SFAS No. 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 requires companies to provide additional information that will help investors and other users of financial statements to more easily understand the effect of the company’s choice to use fair value on its earnings. SFAS No. 159 also requires companies to display the fair value of those assets and liabilities for which the company has chosen to use fair value on the face of the balance sheet. SFAS No. 159 does not eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS No. 157 and SFAS No. 107. SFAS No. 159 is effective as of the beginning of a company’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the company makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157. The Company is currently assessing the potential effect of SFAS No. 159 on its consolidated financial statements.

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


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Item 7.

Financial Statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders

Panglobal Brands Inc. and Subsidiary (a development stage company)

We have audited the accompanying consolidated balance sheets of Panglobal Brands Inc. and Subsidiary (a development stage company) as of September 30, 2007 and 2006, and the related statements of operations, changes in stockholders’ equity (deficiency) and cash flows for the year ended September 30, 2007, period from February 3, 2006 (Inception) to September 30, 2006, and the period from February 3, 2006 (Inception) to September 30, 2007. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audit in accordance in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Panglobal Brands Inc. and Subsidiary as of September 30, 2007 and 2006, and the results of their operations and cash flows for the year ended September 30, 2007, period from February 3, 2006 (Inception) to September 30, 2006, and the period from February 3, 2006 (Inception) to September 30, 2007, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company is in the development stage and has incurred a loss from operations and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Grobstein, Horwath & Company LLP

Sherman Oaks, California
January 14, 2008


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PANGLOBAL BRANDS INC.
AND SUBSIDIARY
(a development stage company)

CONSOLIDATED BALANCE SHEETS

    September 30,     September 30,  
    2007     2006  
          Restated  
ASSETS            
Current assets:            
Cash and cash equivalents $  1,170,214   $  150,922  
Accounts receivable, net of allowance of $14,675   29,975     ---  
Due from factor, net of allowance of $117,035   175,084     ---  
Inventory   309,700     ---  
Prepaid expenses and other current assets   51,004     10,663  
           Total current assets   1,735,977     161,585  
Plant and equipment , net of accumulated            
depreciation of $12,827 at September 30, 2007   210,930     ---  
Deposits   68,065     ---  
           Total assets $  2,014,972   $  161,585  
             
             
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)            
Current liabilities:            
Accounts payable and accrued expenses $  396,988   $  47,811  
Note payable   10,000     ---  
Notes payable to related parties   ---     300,000  
           Total current liabilities   406,988     347,811  
             
Commitments and contingencies            
             
Stockholders’ equity (deficiency):            
Common stock, $0.0001 par value;            
           authorized - 600,000,000 shares and 100,000,000 shares at September 30, 2007 and September            
           30, 2006, respectively; issued and outstanding – 26,731,771 shares and 3,749,995 shares at            
           September 30, 2007 and September 30, 2006, respectively   2,673     375  
Additional paid-in capital   6,363,418     646,635  
Deficit accumulated during the development stage   (4,758,107 )   (833,236 )
           Total stockholders’ equity (deficiency)   1,607,984     (186,226 )
           Total liabilities and stockholders’ equity (deficiency) $  2,014,972   $  161,585  

See accompanying notes to consolidated financial statements.


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PANGLOBAL BRANDS INC.
AND SUBSIDIARY
(a development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

                Period from  
          Period from     February 3,  
    Year     February 3,     2006  
    Ended     2006     (Inception) to  
    September 30,     (Inception) to     September 30,  
    2007     September 30,     2007 Restated  
          2006 Restated     (Cumulative)  
Net sales $  592,046   $           ---   $         592,046  
Cost of sales   1,886,380     ---     1,886,380  
Gross profit (loss)   (1,294,334 )   ---     (1,294,334 )
                   
Costs and expenses:                  
Design and development   365,719     318,114     683,833  
Selling and shipping   611,591     ----     611,591  
General and administrative, including stock-                  
     based compensation, $644,230 and $-0- during                  
     the year ended September 30, 2007 and the                  
     period from February 3, 2006 (inception) to                  
     September 30, 2006, respectively, and                  
     $644,230 for the period from February 3, 2006                  
     (inception) to September 30, 2007 (cumulative)   1,713,173     365,812     2,078,985  
Depreciation   12,827     ---     12,827  
Total costs and expenses   2,703,310     683,926     3,387,236  
    (3,997,644 )   (683,926 )   (4,681,570 )
Loan fees paid in common stock   ---     (149,310 )   (149,310 )
Interest income   72,773     ---     72,773  
Net loss $  (3,924,871 ) $   (833,236 ) $   (4,758,107 )
                   
Net loss per common share - basic and diluted $  (0.27 ) $   (0.26 )      
                   
Weighted average number of common shares                  
outstanding - basic and diluted   14,817,000     3,256,000        

See accompanying notes to consolidated financial statements


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PANGLOBAL BRANDS INC.
AND SUBSIDIARY
(a development stage company)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY)

Period from February 3, 2006 (Inception) to September 30, 2007

                      Deficit        
                      Accumulated     Total  
                Additional     During the     Stockholders’  
    Common Stock     Paid-in     Development     Equity  
    Shares     Amount     Capital     Stage     (Deficiency)  
                               
Balance, February 3, 2006 (inception)     $  —   $  —   $  —   $  —  
Shares issued to founding stockholders   2,884,612     288     497,412         497,700  
Shares issued as loan fees   865,383     87     149,223           149,310  
Net loss for the period February 3, 2006                              
     (inception) to September 30, 2006               (833,236 )   (833,236 )
Balance, September 30, 2006 (as restated)   3,749,995     375     646,635     (833,236 )   (186,226 )
Shares issued to acquire in connection with                              
     reverse merger transaction   11,396,550     1,140     (68,991 )       (67,851 )
Shares issued to related parties for debt in                              
     connection with reverse merger transaction   975,000     97     389,903         390,000  
Shares issued in private placement, net of                              
     offering costs of $21,900   10,610,226     1,061     4,751,641         4,752,702  
Stock-based compensation           644,230         644,230  
Net loss for the year ended September 30, 2007               (3,924,871 )   (3,924,871 )
Balance, September 30, 2007   26,731,771   $  2,673   $  6,363,418   $  (4,758,107 ) $  1,607,984  

See accompanying notes to consolidated financial statements.


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PANGLOBAL BRANDS INC.
AND SUBSIDIARY
(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

                Period from  
          Period from     February 3,  
          February 3,     2006  
    Year     2006     (Inception) to  
    Ended     (Inception) to     September 30,  
    September 30,     September 30,     2007 Restated  
    2007     2006 Restated     (Cumulative)  
                   
Cash flows from operating activities                  
Net loss $  (3,924,871 ) $  (833,236 )  $ (4,758,107 )
Adjustments to reconcile net loss to net cash used in operating activities:                  
Depreciation   12,827     ---     12,827  
Provision for bad debts   14,675     ---     14,675  
Provision for returns   117,035     ---     117,035  
Stock-based compensation   644,230     ---     644,230  
Stock issued as loan fees   ---     149,310     149,310  
Changes in operating assets and liabilities:                  
(Increase) decrease in -                  
       Accounts receivable   (44,650 )         (44,650 )
       Due from factor   (292,119 )   ---     (292,119 )
       Inventory   (309,700 )   ---     (309,700 )
       Prepaid expenses and other current assets   (40,341 )   (10,663 )   (51,004 )
       Deposits   (68,065 )   ---     (68,065 )
Increase (decrease) in -                  
       Accounts payable and accrued expenses   291,326     47,811     339,137  
Net cash used in operating activities   (3,599,653 )   (646,778 )   (4,246,431 )
                   
Cash flows from investing activities                  
Purchase of office equipment   (223,757 )   ---     (223,757 )
Net cash used in investing activities   (223,757 )   ---     (223,757 )
                   
Cash flows from financing activities                  
Proceeds from sale of common stock to founders   ---     497,700     497,700  
Gross proceeds from private placements   4,774,602     ---     4,774,602  
Private placement offering costs   (21,900 )   ---     (21,900 )
Proceeds from stockholders loans   390,000     300,000     690,000  
Repayment of stockholders loans   (300,000 )   ---     (300,000 )
Net cash provided by financing activities   4,842,702     797,700     5,640,402  
                   
Net increase in cash   1,019,292     150,922     1,170,214  
Cash at beginning of period   150,922     ---     ---  
Cash at end of period $  1,170,214   $  150,922    $ 1,170,214  

(continued)


- 23 -

PANGLOBAL BRANDS INC.
AND SUBSIDIARY
(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

                Period from  
          Period from     February 3,  
          February 3,     2006  
    Year     2006     (Inception) to  
    Ended     (Inception) to     September 30,  
    September 30,     September 30,     2007 Restated  
    2007     2006 Restated     (Cumulative)  
                   
Supplemental disclosures of non-cash investing and financing activities:                  
Liabilities assumed in connection with reverse merger $  67,851   $  ---   $  67,851  
                   
Common stock issued in payment of debt $  390,000   $  ---   $  390,000  
                   
                   
Supplemental disclosures of cash flow information:                  
Cash paid for -                  
Interest $  ---   $  ---   $  ---  
                   
Income taxes $  ---   $  ---   $  ---  

See accompanying notes to consolidated financial statements.


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PANGLOBAL BRANDS INC. AND SUBSIDIARY
(A development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2007 and September 30, 2006

1.

Organization and Basis of Presentation

Organization and Nature of Operations

     EZ English Online Corp, a Delaware corporation (“EZ English”), was incorporated in the State of Delaware on March 2, 2005. EZ English sold common stock pursuant to a registration statement on Form SB-2 declared effective by the Securities and Exchange Commission on February 28, 2006, and raised gross proceeds of approximately $85,000. Through September 30, 2006, EZ English was a development stage company offering a teacher training course to teach English as a second language over the Internet.

     Beginning in December 2006, in conjunction with a new controlling shareholder acquiring approximately 79% of the issued and outstanding common shares, EZ English began a program to discontinue its existing business operations and prepare to enter the fashion industry. On February 2, 2007, in order to better reflect its future business operations and prepare for its acquisition of Mynk Corporation, a privately-held Nevada corporation (“Mynk”), EZ English completed a merger with its wholly-owned Delaware subsidiary, in order to effect a name change to Panglobal Brands Inc. (“Panglobal”), and effected a six-for-one forward split of its outstanding common stock. All common share amounts referred to herein are presented on a post-split basis. All options referred to herein were issued on a post-split basis.

     Mynk was incorporated in Nevada on February 3, 2006 to engage in the business of design, manufacture and distribution of clothing and accessories throughout the United States and Canada.

Unless the context indicates otherwise, Panglobal and Mynk are hereinafter referred to as the “Company”.

     The Company sells its products through a network of wholesale accounts. The Company is considered a “development stage company” as defined in Statement of Financial Accounting Standards No. 7, “Accounting and Reporting by Development Stage Enterprises”, as it had not yet commenced any material revenue-generating operations, did not have any material cash flows from operations, and was dependent on debt and equity funding to finance its operations. The Company has elected September 30 as its fiscal year-end.

Basis of Presentation

     On May 11, 2007, Mynk completed a transaction with Panglobal, whereby Mynk became a wholly-owned subsidiary of Panglobal (see Note 3). Panglobal was a development stage company and had terminated its prior operations by that date and was essentially a shell company seeking a new business opportunity. For financial reporting purposes, Mynk was considered the accounting acquirer in the merger and the merger was accounted for as a reverse merger. The determination to account for this transaction as a reverse merger was based on the fact that the shareholders and officers of Mynk acquired effective control of Panglobal at the conclusion of the transactions described herein, through control of the Board of Directors and ownership of approximately 43% of the issued and outstanding shares of common stock of Panglobal. Additional factors that Panglobal considered in arriving at this determination included that through a series of planned and interdependent transactions beginning in December 2006, as disclosed in Panglobal’s prior filings with the Securities and Exchange Commission, Panglobal and its controlling shareholder (who owned approximately 79% of the outstanding common shares in December 2006) terminated Panglobal’s prior business operations, changed its name, appointed new officers and directors, entered into a series of stock-based transactions funded by Panglobal’s controlling shareholder to facilitate the acquisition and operations of Mynk, and raised approximately $4,750,000 of equity capital from investors to fund the business operations of Mynk as a wholly-owned subsidiary of Panglobal.


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     The controlling shareholder of Panglobal returned 18,975,000 shares of common stock to the Company for cancellation immediately prior to the closing of the transaction on May 10, 2007. Of the 11,396,550 shares of common stock retained by the Panglobal shareholders on May 11, 2007 upon the closing of the transaction, 5,025,000 shares were owned by the controlling shareholder, resulting in the other public shareholders owning 6,371,550 shares. Of such 5,025,000 shares, 2,025,000 shares were subject to purchase and escrow agreements transferring such shares to new management at June 30, 2007, and the Company expects that most of the remaining 3,000,000 shares will also be transferred to new management subsequent to September 30, 2007.

     Accordingly, the historical financial statements presented herein are those of Mynk and do not include the historical financial results of Panglobal, except for the period subsequent to May 11, 2007. The stockholders’ equity section of Panglobal has been retroactively restated for all periods presented to reflect the accounting effect of the reverse merger transaction. All costs associated with the reverse merger transaction were expensed as incurred.

2.

Business Operations and Summary of Significant Accounting Policies

Going Concern and Plan of Operations

     The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company is in the development stage and has not generated any material revenues from operations to date, which raises substantial doubt about its ability to continue as a going concern.

     The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, and ultimately achieve profitable operations. As of September 30, 2007, the Company had an accumulated deficit of $4,758,107 and had incurred a net loss of $3,924,871 and used net cash in operating activities of $3,599,653 for the year ended September 30, 2007. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

     At September 30, 2007, the Company had not yet commenced any material revenue-generating operations. Principal activity through September 30, 2007 related to the Company’s formation, capital raising efforts and initial product design and development activities. These activities are beginning to generate prospective sales and significant shipments of apparel products will commence January, 2008. As such, the Company has yet to generate any material cash flows from operations, and is essentially dependent on debt and equity funding from both related and unrelated parties to finance its operations.

     Prior to February 28, 2007, the Company’s cash requirements were funded by advances from Mynk’s founders. On February 27, 2007, the Company completed an initial closing of its private placement (see Note 3), selling 9,426,894 shares of common stock at a price of $0.45 per share and receiving net proceeds of $4,220,203. On February 28, 2007, the Company completed a second closing of its private placement, selling 1,183,332 shares of common stock at a price of $0.45 per share and receiving net proceeds of $532,499.

     On October 23, 2007, the Company closed a private placement of 2,871,759 units for gross proceeds of $2,153,819. Each unit was sold for $0.75 and consists of one common share and one common share purchase warrant. Each common share purchase warrant entitles the holder to purchase, if exercised, one additional common share of our company at a price of $1.00 per common share until October 23, 2008 and at $1.50 per common share if exercised during the period from October 24, 2008 until the warrants expire on October 23, 2009.

Principles of Consolidation

     The accompanying consolidated financial statements include the financial statements of Panglobal and its wholly-owned subsidiary, Mynk. All intercompany balances and transactions have been eliminated in consolidation.


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Inventories

     Inventories are valued at the lower of cost or market, with cost being determined by the first-in, first-out method. The Company continually evaluates its inventories by assessing slow-moving product and records mark-downs as appropriate. At September 30, 2007, inventories consisted of finished goods, work-in-process and raw materials.

Revenue Recognition

      The Company recognizes revenue from the sale of merchandise to its wholesale accounts when products are shipped and the customer takes title and assumes the risk of loss, collection of the relevant receivable is reasonably assured, pervasive evidence of an arrangement exists, and the sales price is fixed or otherwise determinable. Sales allowances are recorded as a reduction to revenue. For the year ended September 30, 2007 and the period from February 3, 2006 (inception) to September 30, 2006, the Company recognized sales returns of $ 456,367 and $0, respectively. Management has evaluated the effects of estimating and accruing for sales returns in the current and prior periods and determined the impact to be immaterial at this time.

Cash and Cash Equivalents

     The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At times, such cash and cash equivalents may exceed federally insured limits. The Company has not experienced a loss in such accounts to date. The Company maintains its accounts with financial institutions with high credit ratings.

Income Taxes

     The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”, which requires the recognition of deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.

     For federal income tax purposes, substantially all expenses must be deferred until the Company commences business operations and then they may be written off over a 60-month period. These expenses will not be deducted for tax purposes and will represent a deferred tax asset. The Company will provide a valuation allowance for the full amount of the deferred tax asset since there is no assurance of future taxable income. Tax deductible losses can be carried forward for 20 years until utilized.

Stock-Based Compensation

     Effective February 3, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123R”), a revision to SFAS No. 123, “Accounting for Stock-Based Compensation”. SFAS No. 123R requires that the Company measure the cost of employee services received in exchange for equity awards based on the grant date fair value of the awards, with the cost to be recognized as compensation expense in the Company's financial statements over the period of benefit, which is generally the vesting period of the awards. Accordingly, the Company recognizes compensation cost for equity-based compensation for all new or modified grants issued after February 3, 2006 (Inception).

     The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with EITF No. 96-18, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”, and EITF 00-18, “Accounting Recognition for Certain Transactions involving Equity Instruments Granted to Other Than Employees”, whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete.


- 27 -

Adoption of New Accounting Policies

     In December 2006, the FASB issued FSP EITF 00-19-2, “Accounting for Registration Payment Arrangements” (“EITF 00-19-2”), which addresses an issuer’s accounting for registration payment arrangements. EITF 00-19-2 specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with FASB No. 5, “Accounting for Contingencies”. EITF 00-19-2 further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable generally accepted accounting principles without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. EITF 00-19-2 is effective immediately for registration payment arrangements and the financial instruments subject to those arrangements that are entered into or modified subsequent to the date of issuance of EITF 00-19-2. For registration payment arrangements and financial instruments subject to those arrangements that were entered into prior to the issuance of EITF 00-19-2, EITF 00-19-2 is effective for financial statements issued for fiscal years beginning after December 15, 2006, and interim periods within those fiscal years. Early adoption of EITF 00-19-2 for interim or annual periods for which financial statements or interim reports have not been issued is permitted. The Company adopted EITF 00-19-2 effective December 31, 2006.

     Effective January 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, Accounting for Income Taxes” (“FIN 48”). FIN 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The adoption of the provisions of FIN 48 did not have a material effect on the Company’s financial statements. The Company currently files or has in the past filed income tax returns in Canada and the United States. The Company is subject to tax examinations by tax authorities for tax years ending in 2006 and subsequently.

     The Company currently files or has in the past filed income tax returns in Canada and the United States. The Company is subject to tax examinations by tax authorities for tax years ending in 2006 and subsequently.

     The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of September 30, 2007, the Company has no accrued interest or penalties related to uncertain tax positions.

Recent Accounting Pronouncements

     In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS No. 157”), which establishes a formal framework for measuring fair value under generally accepted accounting principles. SFAS No. 157 defines and codifies the many definitions of fair value included among various other authoritative literature, clarifies and, in some instances, expands on the guidance for implementing fair value measurements, and increases the level of disclosure required for fair value measurements. Although SFAS No. 157 applies to and amends the provisions of existing FASB and AICPA pronouncements, it does not, of itself, require any new fair value measurements, nor does it establish valuation standards. SFAS No. 157 applies to all other accounting pronouncements requiring or permitting fair value measurements, except for: SFAS No. 123R, share-based payment and related pronouncements, the practicability exceptions to fair value determinations allowed by various other authoritative pronouncements, and AICPA Statements of Position 97-2 and 98-9 that deal with software revenue recognition. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently assessing the potential effect of SFAS No. 157 on its consolidated financial statements.

     In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”), which provides companies with an option to report selected financial assets and liabilities at fair value. The objective of SFAS No. 159 is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets


- 28 -

and liabilities differently. Generally accepted accounting principles have required different measurement attributes for different assets and liabilities that can create artificial volatility in earnings. SFAS No. 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 requires companies to provide additional information that will help investors and other users of financial statements to more easily understand the effect of the company’s choice to use fair value on its earnings. SFAS No. 159 also requires companies to display the fair value of those assets and liabilities for which the company has chosen to use fair value on the face of the balance sheet. SFAS No. 159 does not eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS No. 157 and SFAS No. 107. SFAS No. 159 is effective as of the beginning of a company’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the company makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157. The Company is currently assessing the potential effect of SFAS No. 159 on its consolidated financial statements.

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

Loss per Common Share

     Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share are the same for all periods presented because all warrants and stock options outstanding are anti-dilutive. The 2,884,612 shares of common stock issued to the founders of Mynk in conjunction with the closing of the reverse merger transaction on May 11, 2007 have been presented as outstanding for all periods presented.

Design and Development

Design and development costs related to the development of new products are expensed as incurred.

Use of Estimates

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

Property and Equipment

     Property and equipment are recorded at cost. Expenditures for major renewals and improvements that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. When assets are retired or sold, the property accounts and related accumulated depreciation and amortization accounts are relieved, and any resulting gain or loss is included in operations.

     Depreciation is computed on the straight-line method based on the estimated useful lives of the assets of five years. Leasehold improvements are amortized over the remaining life of the related lease, which has been determined to be shorter than the useful life of the asset.

Fair Value of Financial Instruments

     The carrying amounts of cash and cash equivalents, prepaid expenses, accounts payable, accrued expenses and due to stockholder approximate their respective fair values due to the short-term nature of these items and/or the current interest rates payable in relation to current market conditions.


- 29 -

Advertising

     The company expenses advertising costs, consisting primarily of placement in publications, along with design and printing costs of sales materials when incurred. Advertising expense for the year ended September 30, 2007 and the period from February 3, 2006 (inception) to September 30, 2006 amounted to $3,004 and $0, respectively.

Shipping and Handling Costs

     The Company records shipping and handling costs billed to customers as a component of revenue, and shipping and handling costs incurred by the Company for inbound and outbound freight are recorded as a component of cost of sales. Total shipping and handling costs included as a component of cost of sales amounted to approximately $121,719 and $ 0 for the year ended September 30, 2007 and the period from February 3, 2006 (inception) to September 30, 2006, respectively.

3.

Share Exchange Agreement and Private Placement

     As a result of the sale of the 10,610,226 shares of common stock in late February 2007 at a per share price of $0.45, and the acquisition of Mynk by Panglobal effective May 11, 2007, the Company has determined that the grant date fair value charge to operations for all stock options and other similar stock-based compensation that is amortizable over future periods should begin on May 11, 2007, since that is the date on which acquisition occurred and the period of benefit therefore began. Since the Company’s common stock traded on a very limited and sporadic basis prior to May 11, 2007, the Company has also determined that the best indicator of fair value of the Company’s common stock on May 11, 2007 was the $0.45 per share cash price paid by the investors in the recent private placement, who owned approximately 40% of the issued and outstanding shares of common on May 11, 2007. These determinations affected the accounting for the stock-based transactions noted below through September 30, 2007.

Share Exchange Agreement

     On May 11, 2007, pursuant to a Share Exchange Agreement dated as of February 15, 2007 (the “Share Exchange Agreement”) by and among Panglobal, the shareholders of Mynk Corporation (“Selling Shareholders”) and Mynk, Panglobal issued 3,749,995 shares of its common stock in exchange for all of the issued and outstanding shares of Mynk, issued 975,000 shares of it common stock in payment of $390,000 of outstanding loans to Mynk, and agreed to reimburse a shareholder of Mynk up to $100,000 for outstanding amounts due (the “Exchange”). Previously, on February 3, 2006, Mynk had issued 10,000,000 shares of its common stock to its founders for $497,700 in cash, and 3,000,000 shares of its common stock valued at $149,310, as loan fees on June 20, 2006, for a total of 13,000,000 shares, which constituted all of the issued and outstanding shares of Mynk prior to the Exchange. The share exchange was conducted on the basis of 0.2884615 common shares of Panglobal for every one common share of Mynk. As a result of the Exchange, Mynk became a wholly-owned subsidiary of Panglobal.

     The Company also agreed to file with the Securities and Exchange Commission, within a reasonable time following the closing of the Share Exchange Agreement, a registration statement on Form SB-2 to effect the registration of half of the shares of the common stock that were issued to Mynk shareholders pursuant to the Share Exchange Agreement. There is no specified filing deadline or financial penalty if the Company fails to file the registration statement.

     Pursuant to the Exchange, Panglobal issued to the Selling Shareholders 3,749,995 shares of its common stock. Panglobal had a total of 26,731,771 shares of common stock issued and outstanding after giving effect to the Exchange and the 10,610,226 shares of common stock issued in the Company’s two private placements.

     As a result of the Exchange and the shares of common stock issued in the two private placements, on May 11, 2007, the stockholders of the Company immediately prior to the Exchange owned 11,396,550 shares of common stock, equivalent to approximately 43% of the issued and outstanding shares of the Company’s common stock, and the Company is now controlled by the former stockholders of Mynk.

Private Placements

     On February 27, 2007, in anticipation of the Exchange, the Company sold an aggregate of 9,426,894 shares of its common stock to fifty accredited investors in an initial closing of its private placement at a per share price of $0.45, resulting in aggregate gross proceeds to the Company of $4,242,103. Net cash proceeds to the Company, after the deduction of all private placement offering costs and expenses of $21,900, were $4,220,203.


- 30 -

     On February 28, 2007, the Company sold an aggregate of 1,183,332 shares of its common stock to nine accredited investors in a second closing of the private placement at a per share price of $0.45, resulting in aggregate gross proceeds to the Company of $532,499. Net cash proceeds to the Company were also $532,499.

     Stephen Soller, the Company’s Chief Executive Officer, purchased 291,666 shares in the private placement for $131,250. Craig Soller, the brother of Stephen Soller and a consultant to the Company, purchased 244,444 shares of common stock in the private placement for $110,000. Three Mynk shareholders also purchased an aggregate of 299,999 shares in the private placement for $134,500.

Stock Options

     On January 18, 2007, in anticipation of the closing of the Exchange and Private Placements, the Company granted to Felix Wasser, the Company’s Chief Financial Officer, a stock option to purchase an aggregate of 250,000 shares of common stock, exercisable for a period of five years at $0.30 per share, with one quarter vesting every six months through January 18, 2009. The fair value of this option, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $97,500 ($0.39 per share), and was being charged to operations ratably from May 11, 2007 through January 18, 2009. During the year ended September 30, 2007, the Company recorded a charge to operations of $15,844 with respect to this option. Felix Wasser resigned as an officer of the Company on August 21, 2007 and no further charges to operations were recorded. Vesting has ceased and the 250,000 options have been cancelled.

     On February 12, 2007, in anticipation of the closing of the Exchange and Private Placements, the Company granted to Stephen Soller, the Company’s Chief Executive Officer, stock options to purchase an aggregate of 1,800,000 shares of common stock, exercisable for a period of five years at $0.30 per share, with one-sixth vesting every six months through February 12, 2010. The fair value of this option, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $702,000 ($0.39 per share), and is being charged to operations ratably from May 11, 2007 through February 12, 2010. During the year ended September 30, 2007, the Company recorded a charge to operations of $95,727 with respect to this option.

     The fair value of these stock options were calculated using the following Black-Scholes input variables: stock price on date of grant - $0.45; exercise price - $0.30; expected life – 4.67 – 4.75 years; expected volatility - 125%; expected dividend yield - 0%; risk-free interest rate – 5.0% .

     On February 12, 2007, in anticipation of the closing of the Exchange and Private Placements, the Company granted to two consultants stock options to purchase an aggregate of 375,000 shares of common stock exercisable for a period of five years at $0.45 per share, with one-third of the options vesting annually on each of February 11, 2008, February 11, 2009 and February 11, 2010. The fair value of these options, as calculated pursuant to the Black-Scholes option-pricing model, was initially determined to be $142,500 ($0.38 per share). The fair value of such options is being charged to operations ratably from May 11, 2007 through February 11, 2010. In accordance with EITF 96-18, options granted to consultants are valued each reporting period to determine the amount to be recorded as an expense in the respective period. On September 30,, 2007, the fair value of these options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $281,250 ($0.75 per share), which resulted in a charge to operations of $43,802 during the year ended September 30, 2007. As the options vest, they will be valued on each vesting date and an adjustment will be recorded for the difference between the value already recorded and the then current value on the date of vesting. On October 31, 2007 the relationship of one of the consultants with the Company ended and options to exercise 250,000 shares of common stock have been canceled at that time. Accordingly, there will be no further non-cash compensation expenses charged relating to those 250,000 options subsequent to September 30, 2007.

     On February 12, 2007, the fair value of the aforementioned stock options was calculated using the following Black-Scholes input variables: stock price on date of grant - $0.45; exercise price - $0.45; expected life – 4.75 years; expected volatility - 125%; expected dividend yield - 0%; risk-free interest rate – 5.0% . On September 30, 2007, the fair value of the aforementioned stock options was calculated using the following Black-Scholes input variables: stock price of grant - $1.02; exercise price - $0.45; expected life – 4.625 years; expected volatility - 125%; expected dividend yield - 0%; risk-free interest rate – 5.0%


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     On August 7, 2007, the Company granted a consultant a stock option to purchase 100,000 shares of common stock exercisable for a period of one year at $0.45 per share, all of which were fully vested upon issuance, for past services through June 2007. The fair value of this option, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $69,000 ($0.69 per share), and was charged to operations at June 30, 2007. For presentation purposes, these options have been treated as granted and exercisable as of June 30, 2007 and were recorded at that date. At August 7, 2007, the fair value of the aforementioned stock options was calculated using the following Black-Scholes input variables: stock price of grant - $1.00; exercise price - $0.45; expected life – 1 year; expected volatility - 125%; expected dividend yield - 0%; risk-free interest rate – 5.0% .

     During the period from February 3, 2006 (Inception) through September 30, 2006, the Company did not issue any stock options.

A summary of stock option activity for the year ended September 30, 2007 is as follows:

                Weighted  
          Weighted     Average  
    Number     Average     Remaining  
    of     Exercise     Contractual  
    Shares     Price     Life (Years)  
                   
Options outstanding at September 30, 2006   ---   $  ---     ---  
Granted   2,525,000     0.328     4.59  
Exercised   ---     ---     ---  
Cancelled   (187,500 )   0.30        
Options outstanding at September 30, 2007   2,337,500   $  0.331     4.48  
Options exercisable at September 30, 2007   462,500   $  0.333     1.00  

The aggregate intrinsic value of stock options outstanding at September 30, 2007 was $1,180,000.

Share Purchase Agreements

     In anticipation of the closing of the Exchange and Private Placements, additional compensatory transactions were entered into pursuant to various Share Purchase Agreements between Jacques Ninio, the controlling shareholder of Panglobal at that time, and the Chief Executive Officer and certain other consultants. Since these transactions were intended to benefit the Company and were entered into by an affiliate of the Company, the Company has recorded these transactions on its financial statements as follows:

     On February 12, 2007, Stephen Soller, the Company’s Chief Executive Officer, purchased 519,250 shares of common stock from two former founding shareholders of Mynk at a price of $0.325 per share. The fair value of this transaction was determined to be in excess of the purchase price by $64,904 ($0.125 per share), reflecting the difference between the $0.325 purchase price and the $0.45 private placement price, and was charged to operations on May 11, 2007.

     On February 12, 2007, Stephen Soller, the Company’s Chief Executive Officer, acquired the beneficial rights to 1,800,000 shares of common stock from Jacques Ninio, the controlling shareholder of Panglobal at that time, at a price of $0.0001 per share. Pursuant to a related Escrow Agreement, the shares are to vest and be released to Mr. Soller at the rate of 600,000 shares every six months beginning on August 12, 2007, provided that Mr. Soller’s underlying employment agreement has not been terminated. The fair value of this transaction, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $810,000 ($0.45 per share), reflecting the difference between the $0.0001 purchase price and the $0.45 private placement price, and is being charged to operations ratably from May 11, 2007 through August 11, 2008. During the year ended September 30, 2007, the Company recorded a charge to operations of $243,000


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     On May 11, 2007, Craig Soller and David Long, two consultants to the Company, acquired the beneficial rights to 125,000 shares and 100,000 shares of common stock, respectively, from Jacques Ninio, the controlling shareholder of Panglobal at that time, at a price of $0.0001 per share. Pursuant to related Escrow Agreements, the 225,000 shares are to vest and be released to the consultants at the rate of 75,000 shares annually beginning on May 11, 2008, provided that the underlying consulting agreements have not been terminated. The fair value of these transactions, as calculated pursuant to the Black-Scholes option-pricing model, was initially determined to be $101,250 ($0.45 per share), reflecting the difference between the $0.0001 purchase price and the $0.45 private placement price. In accordance with EITF 96-18, such compensation arrangements granted to consultants are valued each reporting period to determine the amount to be recorded as an expense in the respective period. On September 30, 2007, the fair value of the transaction, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $191,250 ($0.85 per share), which resulted in a charge to operations of $26,949 during the year ended September 30, 2007. As the restricted shares vest, they will be valued on each vesting date and an adjustment will be recorded for the difference between the value already recorded and the then current value on the date of vesting.

     On February 12, 2007, the fair value of the aforementioned share purchases was calculated using the following Black-Scholes input variables: stock price on date of grant - $0.45; exercise price - $0.0001; expected life – 1.25 years; expected volatility - 125%; expected dividend yield - 0%; risk-free interest rate – 5.0% . On May 11, 2007, the fair value of the aforementioned share purchases was calculated using the following Black-Scholes input variables: stock price of grant - $0.45; exercise price - $0.0001; expected life – 3 years; expected volatility - 125%; expected dividend yield - 0%; risk-free interest rate – 5.0% . At June 30, 2007, the fair value of the aforementioned share purchase was calculated using the following Black-Scholes input variables: stock price of grant - $1.02; exercise price - $0.0001; expected life – 2.875 years; expected volatility - 125%; expected dividend yield - 0%; risk-free interest rate – 5.0% .

4.

Due from Factor

     The Company uses a factor for credit administration purposes. Under the factoring agreement, the factor purchases substantially all of the Company’s accounts receivable for the factoring charge of 1% of the gross invoice amount of each account receivable. In cases where the factor approves the customer’s credit, the account is sold without recourse and the factor assumes all credit risk. In those cases where the factor does not approve the customer’s credit, the Company bears the credit risk. The Company is also contingently liable to the factor for merchandise disputes, customer claims, and other charge-backs on receivables sold to the factor. For the year ended September 30, 2007, the Company paid a total of $9,997 to the factor. At September 30, 2007, due from factor totaled $175,084 net of a reserve of $117,035 for potential returns or chargebacks.

5.

Inventories

   

Inventories consist of the following at September 30, 2007:


Finished goods $  135,546  
Work-in-process   15,896  
Raw materials   158,258  
  $  309,700  

Inventory at the year ended September 30, 2006 amounted to $0.


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6.

Property and Equipment

   

A summary of property and equipment at September 30, 2007 is as follows:


Machinery and equipment $  128,585  
Computer Software   56,669  
Furniture and fixtures   18,815  
Leasehold improvements   19,688  
    223,757  
Less accumulated depreciation and amortization   (12,827 )
  $  210,930  

     Property and Equipment at the year ended September 30, 2006 amounted to $0. Depreciation and amortization expense for the year ended September 30, 2007 and the period from February 3, 2006 (inception) to September 30, 2006 was $12,827 and $0, respectively.

7.

Note Payable

     The note payable at September 30, 2007 of $10,000 is unsecured, non-interest-bearing and due on demand.

8.

Related Party Transactions

     From February 3, 2006 (inception) through May 11, 2006, Mynk’s founding stockholders periodically made advances to the Company to meet various financing and operating requirements. All such loans and advances have been unsecured, non-interest-bearing and due on demand. At September 30, 2006, notes payable to such related parties totaled $300,000. All such loans and advances were repaid in full by May 11, 2007.

     During the year ended September 30, 2007, the Company paid $107,573, to an accounting firm owned by the Company’s Chief Financial Officer at that time for professional services.

     During the period from February 3, 2006 (Inception) to June 30, 2006, certain stockholders of Mynk agreed to provide advances as described above in exchange for the issuance to them of 3,000,000 shares of Mynk common stock. The Company valued such shares at the price per share paid by the founding Mynk stockholders (see Note 10), resulting in a charge to operations for loan fees paid in common stock of $149,310 during the period from February 3, 2006 (Inception) to June 30, 2006.

     Craig Soller, the brother of the Company’s Chief Executive Officer, Stephen Soller, is a consultant to the Company. See Note 3 for transactions involving Craig Soller.

9.

Consulting Agreement for Sosik

     On August 20, 2007 the Company signed a consulting agreement with Lolly Factory, Inc. and its sole shareholder (“Consultant”) to provide sales and merchandising consulting services for the Sosik and Juniors apparel divisions through December 31, 2010. Consulting fees totaling $452,125 are payable between September 2007 and June 2008. For the year ended September 30, 2007 $90,425 in consulting fees were paid. In addition, under the consulting agreement the Consultant shall earn a 3.5% commission on the Sosik/Junior divisions net sales. Consultant also earns 100,000 of our common shares payable each month from September, 2007 to June, 2008, up to an aggregate of 1,000,000 common shares which shares are deemed to be earned and vested each month. We recorded an expense to operations in the amount of $85,000 for 100,000 common shares earned for September, 2007.


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     Consultant and Panglobal Brands Inc. have established sales targets totaling $30.0 million for calendar year 2008, $45.0 million for calendar year 2009 and $60.0 million for calendar year 2010. Consultant can earn up to 1,500,000 additional common shares of Panglobal Brands Inc. according to the following schedule:

  (i)

500,000 shares upon meeting the sales target for calendar year 2008;

     
  (ii)

500,000 shares upon meeting the sales target for calendar year 2009; and,

     
  (iii)

500,000 shares upon meeting the sales target for calendar year 2010.


10.

Common Stock

     Prior to December 15, 2006, the Company’s Articles of Incorporation authorized the issuance of 100,000,000 shares of the Company’s common stock with a par value of $0.0001 per share. On February 2, 2007 the Company increased the number of its authorized shares of common stock to 600,000,000 shares. The Company does not have any preferred stock authorized.

     On February 2, 2007, the Company effected a six-for-one forward split of its outstanding common stock. All common share amounts referred to herein are presented on a post-split basis. All options referred to herein were issued on a post-split basis.

     Mynk’s initial capitalization consisted of cash of $497,700 in exchange for the issuance of 10,000,000 shares of Mynk common stock (equivalent to 2,884,612 shares of Panglobal common stock).

     On May 11, 2007, pursuant to a Share Exchange Agreement dated as of February 15, 2007 (the “Share Exchange Agreement”) by and among Panglobal, the shareholders of Mynk Corporation (“Selling Shareholders”) and Mynk, Panglobal issued 3,749,995 shares of its common stock in exchange for all of the issued and outstanding shares of Mynk, issued 975,000 shares of it common stock in payment of $390,000 of outstanding loans to Mynk, and agreed to reimburse a shareholder of Mynk up to $100,000 for outstanding amounts due (the “Exchange”). Previously, on February 3, 2006, Mynk had issued 10,000,000 shares of its common stock to its founders for $497,700 in cash, and 3,000,000 shares of its common stock valued at $149,310, as loan fees on June 20, 2006, for a total of 13,000,000 shares, which constituted all of the issued and outstanding shares of Mynk prior to the Exchange. The share exchange was conducted on the basis of 0.2884615 common shares of Panglobal for every one common share of Mynk.

11.

Commitments and Contingencies

     The Company leases a facility in which the corporate offices are located under a month-to-month lease. No future minimum fixed annual rent payments are required under the operating lease. Minimum rent is expensed as incurred. Total rent expense for the year ended September 30, 2007 was $65,846. There was no rent expense for the period from February 3, 2006 (Inception) to September 30, 2006.

     The Company’s executive and head office described above is located at 5608 South Soto Street, Huntington Park, CA 90255. The Company has also signed a three year lease for a new head office measuring 18,200 square feet at a monthly rental of $11,500 and located at 2853 E. Pico Blvd., Los Angeles, CA 90023. The lease begins on January 1, 2008 and the Company plans to move into the new premises in late January 2007.

     Commencing October 1, 2007, the company leased 499 square feet at a monthly rental of $1,122 for three years as a showroom for our Sosik division at California Market Center, 110 East Ninth Street, Suite A0823, Los Angeles, CA 90079.

     Commencing November 1, 2007, the Company leased 2,609 square feet at a monthly rental of $9,131 for 5 years as a showroom for our Nela/Mynk/Tea and Honey divisions at 250 West 39 th Street, New York, New York.


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     Commencing December 1, 2007, the Company leased 1,337 square feet at a monthly rental of $6,127 for 3 years, eight months as a showroom for our Sosik division at 530 7 th Avenue 27 th Floor, New York, New York.

The table below sets forth the Company’s lease obligations through 2012.

Year ending September 30,      
       
2008 $  306,299  
2009 $  342,406  
2010 $  353,528  
2011 $  222,609  
2012 $  123,027  
thereafter $  10,278  
       
  $  1,358,147  

     The Company is periodically subject to various pending and threatened legal actions that arise in the normal course of business. The Company’s management believes that the impact of any such litigation will not have a material adverse impact on the Company’s financial position or results of operations.

12.

Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

The Provision for income taxes is composed of the following:

         2007      2006
Deferred Tax Benefit: Federal $1,392,000 $280,000
Deferred Tax Benefit: State  $361,000  $73,000
Total Benefit of NOL carryforward $1,753,000 $353,000
Valuation Allowance ($1,753,000) ($353,000)
Total $0 $0

As of September 30, 2007 unused net operating losses of approximately $3,966,515 are available to offset future years federal and state taxable income. SFAS 109 requires that the tax benefit of such NOLs be recorded using current tax rates as an asset to the extent management assesses the utilization of such NOLs to be more likely than not. Based upon the Company's short term historical operating performance, the Company provided a full valuation allowance against the deferred tax asset.

13.

Restatement

     As a result of recording a charge to operations of $149,310 on June 20, 2006 for the cost associated with the issuance of 865,383 shares of the Company’s common stock for loan fees (see Notes 9 and 10), the previously issued financial statements of Mynk as of September 30, 2006, and for the period from February 3, 2006 (Inception) to September 30, 2006, have been restated.

     As a result of the restatement, for the period from February 3, 2006 (Inception) to September 30, 2006, net loss increased by $149,310, to $833,236 ($0.26 per share) from $683,926 ($0.21 per share). Cash flows from


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operating activities did not change during the period from February 3, 2006 (Inception) to September 30, 2006. As of September 30, 2006, there was no change in assets, liabilities or total stockholders’ deficiency.

14.

Subsequent Events

     Commencing October 1, 2007, the Company leased 499 square feet for three years as a showroom for our Sosik division at California Market Center, 110 East Ninth Street, Suite A0823, Los Angeles, CA 90079.

     Commencing November 1, 2007, the Company leased 2,609 square feet for 5 years as a showroom for our Nela/Mynk/Tea and Honey divisions at 250 West 39 th Street, New York, New York.

     Commencing December 1, 2007, the Company leased 1,337 square feet for 3 years, eight months as a showroom for our Sosik division at 530 7 th Avenue 27 th Floor, New York, New York.

     On October 22, 2007, the Company employed a new Chief Financial Officer. As part of the agreed compensation, 250,000 restricted shares in the common stock of the Company will be transferred by a third party, will be subject to an escrow agreement and will vest 100,000 shares on June 30, 2008, 75,000 shares on December 31, 2008, and 75,000 shares on June 30, 2009. In addition the Company agreed to grant 480,000 options to purchase the Company’s common stock at an exercise price of $0.75 per share vesting equally over 48 months beginning January 1, 2008; and 660,000 Incentive Stock Options to purchase the Company’s common stock at an exercise price of $0.75 per share vesting 132,000 options on December 1, 2007 and 11,000 options per month for 48 months commencing January 1, 2008.

Item 8. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

On August 16, 2007, our board of directors approved the dismissal of Manning Elliott LLP, Chartered Accountants as our independent accountants and the appointment of Grobstein Horwath & Company LLP, Certified Public Accountants, as our principal independent accountant. Our board of directors has taken this step because, as the Company no longer has any links to Canada, it believes that it is in the best interests of the Company to replace Manning Elliott LLP with a certifying accountant who is located in the United States of America. Grobstein Horwath & Company LLP is the current auditor of our recently acquired subsidiary Mynk, Inc., and has issued its audit opinion on the September 30, 2006 Mynk financial statements, as well as having reviewed the December 31, 2006 and March 31, 2007 Mynk interim financial statements.

Manning Elliott LLP’s report dated November 14, 2006 on our financial statements for the most recent fiscal years ended September 30, 2006 and 2005 did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles.

In connection with the audits of our financial statements for the most recent year ended September 30, 2007 and the period from inception (February 3, 2006) to September 30, 2006 and in the subsequent interim periods through the date of resignation, there were no disagreements, resolved or not, with Manning Elliott LLP on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Manning Elliott LLP, would have caused Manning Elliott LLP to make reference to the subject matter of the disagreement in connection with their report on the financial statements for such years.

During the years ended September 30, 2007 and 2006, and in the subsequent interim periods through the date of resignation, there were no reportable events as described in Item 304(a)(1)(iv)(B) of Regulation S-B.

During the years ended September 30, 2007 and 2006, and the subsequent interim periods through the date hereof, we have not, nor has any person on our behalf, consulted with Grobstein Horwath & Company LLP regarding either the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on our financial statements, nor has Grobstein Horwath & Company LLP provided to us a written report or oral advice regarding such principles or audit opinion on any matter that was the subject of a disagreement or reportable event set forth in Item 304(a)(1)(iv) of Regulation S-B with our former principle independent accountant.


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Item 8A. Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this annual report, being September 30, 2007, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. This evaluation was carried out by our company’s principal executive officer and our company’s principal financial officer. Based upon that evaluation, our company’s principal executive officer and our company’s principal financial officer concluded that our company’s disclosure controls and procedures were not effective as at the end of the period covered by this report. Management arrived at this determination as a result of having identified a stock-based compensation accounting issue that caused it to restate the financial statements of Mynk Corporation for the three months ended June 30, 2006, the period from February 3, 2006 (Inception) to June 30, 2006, and the period from February 3, 2006 (Inception) to September 30, 2006. The Company is addressing this issue by reviewing and revising its internal accounting policies and procedures, expanding the resources allocated to its accounting department, and retaining qualified advisors to assist the Company in addressing technical accounting issues.

There have been no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

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

Item 8B. Other Information

None.

PART III

Item 9. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act.

DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

As at January 14, 2008, our directors and executive officers, their ages, positions held, and duration of such, are as follows:

Name
Position Held with the
Company
Age
Date First Elected
or Appointed
Stephen Soller Chief Executive Officer, Secretary, and Director 42 February 12, 2007
Charles A. Lesser Chief Financial Officer 61 October 22, 2007
Jacques Ninio President and Director 38 December 12, 2006


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Business Experience

The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person’s business experience, principal occupation during the period, and the name and principal business of the organization by which they were employed.

Stephen Soller, Chief Executive Officer and director

Mr. Soller received his Bachelor of Arts with a Law Degree at the Stellenbosch University, South Africa. Mr. Soller has over 15 years experience in the fashion industry. Mr. Soller was also the owner of Tessuto Inc. and Bella Vetiti, which are retail/wholesale distributors of fabric supplies and clothing. Mr. Soller has no previous or other experience as a director or officer of a public company.

Charles A. Lesser, Chief Financial Officer

Charles Lesser was the Chief Financial Officer of True Religion Apparel, Inc. (Nasdaq:TRLG) and its wholly-owned subsidiary, Guru Denim Inc. from 2003 to March of this year and as a consultant toTrue Religion Apparel, Inc. to September, 2007. Prior to that, Mr. Lesser was Acting President and a Director of Alpha Virtual Inc., a software development company listed on the OTCBB and from 1997 until 2002, Mr. Lesser was Chief Financial Officer and a Director of CBCom, Inc., an internet service provider listed on the OTCBB. Mr. Lesser holds a B.A. degree from the University of Pittsburgh and a M.B.A. degree from the University of the Witwatersrand.

Jacques Ninio, President and director

Jacques Ninio is a mechanical engineer specializing in automotive engineering. Mr. Ninio is also a qualified electrician, and a building manager. He manages and co-ordinates contractors for all aspects of the maintenance of an office block. Mr. Ninio has no previous or other experience as a director or officer of a public company.

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

1.     any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.     any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

3.     being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4.     being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Audit Committee Financial Expert

Our board of directors has determined that we do not have a board member that qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S-B, nor do we have a board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.


- 39 -

We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because management believes that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

Item 10. Executive Compensation.

The following table summarizes the compensation of our executive officers during the two years ended September 30, 2007 and 2006. No other officers or directors received annual compensation in excess of $100,000 during the last three fiscal years.

SUMMARY COMPENSATION TABLE

Name
and Principal
Position
Year Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensa-tion
($)
Nonqualified
Deferred
Compensation
Earnings
($)
All
Other
Compensa-tion
($)
Total
($)
(a)  (b) (c) (d) (e) (f) (g) (h) (i) (j)
Stephen Soller,
Principal
Executive
Officer (1)
2007

2006
117,692

Nil
Nil

Nil
810,000

Nil
702,000

Nil
Nil

Nil
Nil

Nil
Nil

Nil
1,629,692

Nil

Charles A.
Lesser,
Principal
Financial
Officer (2)
2007

2006
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Jacques Ninio,
President (3)
2007

2006
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Nil

Nil
Felix R.
Wasser,
Principal
Financial
Officer (4)
2007
2006
107,572
Nil
Nil
Nil
Nil
Nil
97,500
Nil
Nil
Nil
Nil
Nil
Nil
Nil
205,072
Nil
David Long,
Chief
Executive
Officer,
President and a
Director of
Mynk
Corporation
(5)
2007
2006
76,823
Nil
Nil
Nil
102,000
Nil
92,000
Nil
Nil
Nil
Nil
Nil
Nil
Nil
270,823
Nil
Edward
Margulius,
Chief Financial Officer,
Secretary,
Treasurer and a
director (6)

2007

2006

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil


  (1)

Stephen Soller was appointed as our Chief Executive Officer, Secretary and a director on February 12, 2007.

  (2)

Charles A. Lesser was appointed as our Chief Financial Officer on October 22, 2007.

  (3)

Jacques Ninio was appointed as our President, Secretary and a director on December 12, 2006. He resigned as our Secretary on February 12, 2007.



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(4)

Felix R. Wasser was appointed as our Chief Financial Officer, Secretary and a director on January 12, 2007. He resigned as our Secretary on February 12, 2007. He resigned as our Chief Financial Officer on August 21, 2007.

(5)

David Long was appointed as Mynk Corporation’s Executive Officer, President and a Director on February 3, 2007 and resigned on May 31, 2007. David Long also received $6,300 from us in 2007 as rental payments for the use of a property by Mynk Corporation.

(6)

Edward Margulius was appointed as Mynk Corporation’s Chief Financial Officer, Secretary, Treasurer and a director on February 3, 2007 and resigned on May 31, 2007.


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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END



Options Awards

Stock Awards
Name Numbe r
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
(#)
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)
(a)  (b) (c)              (d) (e) (f) (g)  (h) (i) (j)
Stephen 300,000 1,500,000    Nil $0.30 February 12, N/A N/A N/A N/A
Soller,         2014        
Principal                  
Executive                  
Officer (1)                  
Charles A. 0 0    0 Nil N/A N/A N/A N/A N/A
Lesser,                  
Principal                  
Financial                  
Officer (2)                  
Jacques 0 0    0 Nil N/A N/A N/A N/A N/A
Ninio,                  
President (3)                  
Felix R. 62,500 187,500    0 $0.30 January 18, N/A N/A N/A N/A
Wasser,         2012        
Principal                  
Financial                  
Officer (4)                  
David Long, 0 250,000    0 $0.45 February N/A N/A N/A N/A
Chief         12, 2012        
Executive                  
Officer,                  
President                  
and a                  
Director of                  
Mynk                  
Corporation                  
(5)                  
                   
Edward 0 0    0 N/A N/A N/A N/A N/A N/A
Margulius,                  
Chief                  
Financial                  
Officer,                  
Secretary,                  
Treasurer                  
and a                  
director (6)                  


- 42 -

(1) Stephen Soller was appointed as our Chief Executive Officer, Secretary and a director on February 12, 2007.
(2)

Charles A. Lesser was appointed as our Chief Financial Officer on October 22, 2007.

(3)

Jacques Ninio was appointed as our President, Secretary and a director on December 12, 2006. He resigned as our Secretary on February 12, 2007.

(4)

Felix R. Wasser was appointed as our Chief Financial Officer, Secretary and a director on January 12, 2007. He resigned as our Secretary on February 12, 2007. He resigned as our Chief Financial Officer on August 21, 2007.

(5)

David Long was appointed as Mynk Corporation’s Executive Officer, President and a Director on February 3, 2007 and resigned on May 31, 2007. David Long also received $6,300 from us in 2007 as rental payments for the use of a property by Mynk Corporation.

(6)

Edward Margulius was appointed as Mynk Corporation’s Chief Financial Officer, Secretary, Treasurer and a director on February 3, 2007 and resigned on May 31, 2007.

DIRECTOR COMPENSATION

Employment/Consulting Agreements

We have not entered into any employment agreement or consulting agreements with our directors and executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors and in accordance with our stock option plan, which was adopted by our board of directors on January 16, 2007.

Director Compensation

We reimburse our directors for expenses incurred in connection with attending board meetings. We did not pay any other director’s fees or other cash compensation for services rendered as a director for the fiscal year ended September 30, 2007.

We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.

Report on Executive Compensation

Our compensation program for our executive officers is administered and reviewed by our board of directors. We intend to determine executive compensation based on a combination of base salary, equity compensation and bonuses.


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Base Salary

We provide base salaries in order to retain executives, with the intention of being consistent with our business plan and attempting to achieve our financial and strategic goals. We compensate officers and other key employees within salary ranges that are generally based on similar positions in companies of comparable size and complexity to that of our company, based on information gathered by members of our board of directors. The annual compensation for each officer is based on our company’s performance and individual performance. The performance markers considered may include but are not limited to the growth of our company’s market capitalization and completion of strategic initiatives as determined by our board of directors. Our board of directors also takes into account prevailing general economic conditions, marketplace trends, and other relevant factors, including the fact that our company does not offer a defined benefit retirement or other similar plans and perquisites to its senior management employees.

Base salaries are established upon the commencement of employment with our company and are adjusted from time to time by our board of directors.

Equity Compensation

We may grant amounts of stock options that are approved by our board of directors. We believe that this may provide long-term incentive compensation to its senior management. In determining the size of the awards, our board of directors will consider the company’s growth in market capitalization, individual performance, salary level and length of service to the company into account. Our board of directors believes that employee ownership of our stock may encourage executives and key employees to continue their employment with our company. We also may use stock options because our board of directors believes that equity compensation in this form aligns the interests of stockholders with senior management to ensure the Company’s long-term success.

Discretionary Bonus

We may pay discretionary bonuses that are approved by our board of directors. We intend to base any discretionary bonuses to be awarded to senior management primarily upon the financial and strategic performance of our company or, as the case may be, on the performance of the operating units for which the individual in question is directly responsible. To determine the amount of a particular bonus, our board of directors will consider several factors, including individual performance, company performance, achievement of strategic goals and other facets of individual and company achievements and other strategic and financial goals.

Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information concerning the number of shares of our common stock known by us to be owned beneficially as of January 14, 2008 by: (i) each person (including any group) that owns more than 5% of any class of the voting securities of our company; (ii) each director and officer of our company; and (iii) directors and officers as a group. Unless otherwise indicated, the stockholders listed possess sole voting and investment power with respect to the shares shown.

Name and Address
of Beneficial Owner (1)
Title of Class
Amount and Nature
of Beneficial Owner
Percent
of Class (1) (2)

Jacques Ninio,
President and Director
104/107 Walker Street
North Sydney, NSW 2060
Australia
Common Stock 3,000,000 10.1%

Charles A. Lesser,
Chief Financial Officer,
911 Linda Flora Drive
Los Angeles, CA 90049
Common Stock 395,000 1.3%

 


- 44 -

Stephen Soller,
Chief Executive Officer
and Director
5608 South Soto Street,
Suite 102,
Huntington Park, CA 90255
Common Stock 3,210,896 10.6%

Directors and Officers
(as a group; five
individuals)
Common Stock 6,605,896 21.7%

(1) Regulation S-B under the Exchange Act, defines a beneficial owner of a security as any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on May 15, 2007.

(2) Based upon 29,603,530 issued and outstanding shares of common stock as of January 14, 2008.

(3) Charles Lesser holds 200,000 shares of common stock and has the right to exercise 132,000 Incentive stock options at an exercise price of $0.75 per share on December 1, 2007, 11,000 Incentive Stock Options on January 1, February 1, and March 1, 2008. In addition, Mr. Lesser has the right to exercise 10,000 shares of non-qualified stock options at an exercise price of $0.75 on January 1, February 1 and March 1, 2008.

(4) Stephen Soller holds 2,610,896 shares of common stock has the right to exercise 300,000 stock options at an exercise price of $0.30 per share on August 12, 2007 and 300,000 stock options at an exercise price of $0.75 per share on February 12, 2008.

Cancellation of Shares, Cancelled Debt

On August 21, 2007 Felix Wasser resigned as Chief Financial Officer. Mr. Wasser had previously been granted 250,000 stock options, which have subsequently been cancelled. On October 31, 2007 David Long, formerly President and Chief Executive of Mynk, Inc. resigned from Mynk, Inc. Mr. Long had previously been granted 250,000 stock options which have been cancelled. Additionally, Mr. Long had been granted 100,000 of restricted stock which had not vested at the time of his separation. The Company agreed to grant Mr. Long 20,000 shares as part of his separation.

Future Changes in Control

We are unaware of any contract or other arrangement, the operation of which may, at a subsequent date, result in a change in control of our company.


- 45 -

Item 12. Certain Relationships and Related Transactions, and Director Independence.

During our last fiscal year and except as disclosed below, none of the following persons has had any direct or indirect material interest in any transaction worth more than $120,000 to which our company was or is a party, or in any proposed transaction to which our company proposes to be a party:

(a)

any director or officer of our company;

   
(b)

any proposed director of officer of our company;

   
(c)

any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or,

   
(d)

any member of the immediate family of any of the foregoing persons (including a spouse, parents, children, siblings, and in-laws).

Board Meetings and Committees, Director Independence

The board of directors of our company held no formal meetings during the year ended September 30, 2007. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to Delaware Corporate Law and our By-laws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

We currently do not have standing nominating or compensation committees, or committees performing similar functions. The board believes that it is not necessary to have a standing compensation or nominating committees at this time because the functions of such committees are adequately performed by the entire board.

The directors on the board, who perform the functions of audit, nominating or compensation committees, are not independent because they are also officers of our company. The determination of independence of directors has been made using the definition of “independent director” contained under Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.

Audit Committee

Currently our audit committee consists of our board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors.

Our audit committee currently does not have an “audit committee financial expert" as defined in Item 401(e) of Regulation S-B, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.

For the year ended September 30, 2007, there were no meetings held by the audit committee. The business of the audit committee was conducted by resolutions consented to in writing by all the members and filed with the minutes of the proceedings of the audit committee.

Director Independence

Our common stock is quoted on the OTC Bulletin Board interdealer quotation system, which does not have director independence requirements. Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation.


- 46 -

We have two (2) directors: Stephen Soller and Jacques Ninio. Neither of our directors are independent directors.

As a result of our limited operating history and limited resources, our management believes that we will have some difficulty in attracting independent directors. In addition, we would likely be required to increase our directors and officers insurance coverage in order to attract and retain independent directors.

Other Committees of the Board

We do not have a separate compensation committee or nomination committee at this time.


- 47 -

Item 13. Exhibits.

  Exhibit  
  Number Description
     
  Exhibits required by Item 601 of Regulation S-B
  Exhibit Description
  Number  
  (3)  
    Articles of Incorporation and Bylaws
   
3.1 Articles of Incorporation of Panglobal Brands Inc. (formerly EZ English Online) (incorporated by reference as Exhibit Number 3.1 of our Form SB-2 filed January 3, 2006).
   
3.2 Bylaws of Panglobal Brands Inc. (formerly EZ English Online) (incorporated by reference as Exhibit Number 3.2 of our Form SB-2 filed January 3, 2006).
   
3.3 Articles of Incorporation of Mynk Corp. (incorporated by reference as Exhibit Number 3.1 of our Form SB- 2 filed February 3, 2006).
   
3.4 Bylaws of Mynk Corp. (incorporated by reference as Exhibit Number 3.2 of our Form SB-2 filed February 3, 2006).
   
3.5 Certificate of Amendment (incorporated by reference from our Current Report on Form 8-K filed on February 6, 2007).
   
3.6 Certificate of Ownership (incorporated by reference from our Current Report on Form 8-K filed on February 6, 2007).
   
  (10) Material Contracts
   
10.1 PayPal User Agreement (incorporated by reference as Exhibit Number 10.1 of our Form SB-2 filed February 3, 2006).
   
10.2 Affiliated Stock Purchase Agreement dated December 12, 2006 (incorporated by reference from our Current Report on Form 8-K filed on December 13, 2006).
   
10.3 Share Exchange Agreement between Panglobal Brands Inc. and Mynk Corporation, dated February 15, 2007 (incorporated by reference from our Current Report on Form 8- K filed on February 20, 2007).
   
10.4 Consulting Agreement between our company, Lolly Factory, LLC and Mark Cywinski dated September 16, 2007 (incorporated by reference as Exhibit Number 10.1 of our Form 8-K filed September 27, 2006).
   
10.5 Lease Agreement with RFS Investments LLC, dated January 11, 2007 (incorporated by reference from our Current Report on Form 8-K filed on February 20, 2007).
   
  10.6 Lease Agreement with YMI Jeanswear
   
  10.7 Lease Agreement with Jamison California Market Center, L.P.
   
  10.8 Lease Agreement with Steven Goldstein


- 48 -

  10.9 Lease Agreement with TR 39th St. Land Corp.
     
  (31) Section 302 Certifications
   
  31.1* Certification under Sarbanes-Oxley Act of 2002.
   
  31.2* Certification under Sarbanes-Oxley Act of 2002.
   
  (32) Section 906 Certifications
   
  32.1* Certification under Sarbanes-Oxley Act of 2002.
   
  32.2* Certification under Sarbanes-Oxley Act of 2002.
     
  * filed herewith

 


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Panglobal Brands Inc.

By: /s/ Stephen Soller
(Principal Executive Officer )
Dated: January 14, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Stephen Soller
Chief Executive Officer Director
(Principal Executive Officer)
Dated: January 14, 2008

By: /s/ Charles A. Lesser
(Principal Accounting Officer
Dated: January 14, 2008


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