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.

- 2 -

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.

- 3 -

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.

- 4 -

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

- 5 -

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.

- 6 -

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

- 7 -

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

- 8 -

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;

- 9 -

  • 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 39th 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 7th Avenue 27th Floor, New York, New York.

- 10 -

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

- 11-

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.

- 12 -

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.

- 13 -

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.

- 14 -

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.

- 15 -

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.

- 16 -

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

- 17 -

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.

- 18 -

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

- 19 -

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.

- 20 -

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

- 21 -

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