f10q0513_premierbrands.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________

FORM 10-Q

_____________________________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______.

Commission File Number: 000-54294

PREMIER BRANDS, INC.

(Exact name of registrant as specified in its charter)

Wyoming		272300669
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employee Identification No.)

10088-1 Juan Cordero Zona Río,

Tijuana, Mexico 22010

(Address of principal executive offices and zip code)

(520) 424-5262

(Registrant’s telephone number, including area code)

4364 Bonita Road, No. 424,

Bonita, California 91902

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

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

Large accelerated filer o		Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company x

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock: As of August 5, 2013, the registrant had 183,394,879 shares of common stock, par value $0.001 per share, issued and outstanding.

PREMIER BRANDS, INC.

QUARTERLY REPORT ON FORM 10-Q

May 31, 2013

TABLE OF CONTENTS

		PAGE
PART 1 - FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4.	Controls and Procedures	11

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults Upon Senior Securities	12
Item 4.	Mine Safety Disclosures	12
Item 5.	Other Information	12
Item 6.	Exhibits	13

SIGNATURES		14

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Quarterly Report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Quarterly Report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS QUARTERLY REPORT ON FORM 10-Q

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” or “the Company” are to the combined business of Premier Brands, Inc. (formerly known as TrackSoft Systems, Inc.).

In addition, unless the context otherwise requires and for the purposes of this report only:

●	“SEC” refers to the Securities and Exchange Commission;

●	“Securities Act” refers to the Securities Act of 1933, as amended;
●	“Premier Brands” refers to Premier Brands, Inc., formerly known as TrackSoft Systems, Inc., a Wyoming corporation.
●	“Zizzaz” refers to Zizzaz, LLC, a Delaware limited liability company;

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

PREMIER BRANDS, INC.

(FORMERLY TRACKSOFT SYSTEMS, INC.)

(A DEVELOPMENT STAGE COMPANY)

MARCH 30, 2010 (INCEPTION) TO MAY 31, 2013

CONTENTS

	Page(s)

Balance Sheets as of May 31, 2013 and August 31, 2012	F-1

Statements of Operations for the Three and Nine Months Ended May 31, 2013 and for the Three and Nine Months Ended May 31, 2012 and for the Period March 30, 2010 (Inception) to May 31, 2013	F-2

Statement of Changes in Stockholders’ Equity (Deficit) for the Period March 30, 2010 (Inception) to May 31, 2013	F-3

Statements of Cash Flows for the Nine Months Ended May 31, 2013 and for the Nine Months Ended May 31, 2012 and for the Period March 30, 2010 (Inception) to May 31, 2013	F-4

Notes to Financial Statements	F-5 - F-31

Premier Brands, Inc.

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company) (A Development Stage Company)

Balance Sheets

	May 31, 2013			August 31, 2012
	(unaudited)

Assets

Current Assets
Cash	$	4,080		$	15,381
Accounts receivable, net		37,495			13,598
Inventories		28,620			56,448
Prepaid expenses		-			16,167
Security deposits		1,850			1,000
Total Current Assets		72,045			102,594

Property and Equipment, net		2,309			-

Other Assets
Other receivables		432			-
Debt issuance costs - net		6,925			14,343
Total Other Assets		7,357			14,343

Total Assets	$	81,711		$	116,937

Liabilities and Stockholders' Deficit

Current Liabilities:
Accounts payable and accrued liabilites	$	582,337		$	169,530
Deferred revenue		4,500			33,000
Stock issuance liability		194,730			60,720
Notes payable		20,609			27,849
Loans payable - related parties		32,403			702
Convertible notes payable, net of debt discount		983,548			49,110
Derivative liability -convertible notes payable		8,710,525			270
Total Current Liabilities		10,528,652			341,181

Notes payable		114,000			-
Convertible notes payable, net of debt discount		138,266			563,907
Derivative liability -convertible notes payable		566,667			15,063,642
Total Liabilities		11,347,585			15,968,730

Commitments and Contingencies

Stockholders' Deficit
Preferred stock, $0.001 par value; 50,000,000 shares authorized;
no shares issued and outstanding		-			-
Common stock, $0.001 par value; 250,000,000 shares authorized;
65,499,524 and 52,990,000 shares issued and outstanding, respectively		65,500			52,990
Additional paid in capital		309,049			(41,290	)
Deficit accumulated during the development stage		(11,640,423	)		(15,863,493	)
Total Stockholders' Deficit		(11,265,874	)		(15,851,793	)

Total Liabilities and Stockholders' Deficit	$	81,711		$	116,937

See accompanying notes to financial statements

F-1

Premier Brands, Inc.

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Statements of Operations

(unaudited)

													March 30, 2010
													(inception)
	For the Three Months Ended						For the Nine Months Ended						through
	May 31,			May 31,			May 31,			May 31,			May 31,
	2013			2012			2013			2012			2013

Sales
Products - net of slotting fees and discounts	$	47,875		$	95,970		$	206,311		$	98,994		$	394,746
Service income		50,133			-			171,470			-			197,970
Service income - related party		-			11,513			-			11,513			12,252
Total sales		98,008			107,483			377,781			110,507			604,968

Cost of sales
Product costs		49,204			90,362			192,692			92,459			368,020
Service costs		-			10,118			-			10,118			3,481
Loss on write-off of obsolete inventory		-			22,687			56,448			22,687			79,135

Total cost of sales		49,204			123,167			249,140			125,264			450,636

Gross profit		48,804			(15,684	)		128,641			(14,757	)		154,332

Operating expenses
General and administrative expenses		444,834			175,604			923,296			309,822			1,457,566
Impairment of goodwill and other long-lived assets		-			-			-			-			993,547
Total operating expenses		444,834			175,604			923,296			309,822			2,451,113

Loss from operations		(396,030	)		(191,288	)		(794,655	)		(324,579	)		(2,296,781	)

Other income (expense)
Change in fair value of derivative liabilities		(5,815,907	)		8,615			5,680,422			42,607			(8,285,468	)
Derivative expense		(118,846	)		-			(118,846	)		-			(118,846	)
Interest expense - amortization of debt discount		(143,227	)		(138,016	)		(422,063	)		(172,520	)		(733,102	)
Interest expense -other		(43,150	)		(37,566	)		(121,788	)		(46,846	)		(206,226	)
Total other income (expense)		(6,121,130	)		(166,967	)		5,017,725			(176,759	)		(9,343,642	)
Net income (loss)	$	(6,517,160	)	$	(358,255	)	$	4,223,070		$	(501,338	)	$	(11,640,423	)

Net income (loss) per common share - basic and diluted	$	(0.11	)	$	(0.01	)	$	0.08		$	(0.00	)

Weighted average common shares outstanding - basic and diluted		58,202,319			52,990,000			54,746,532			117,089,051

See accompanying notes to financial statements

F-2

Premier Brands, Inc.

(Formerly TrackSoft Systems, Inc.)

Statements of Cash Flows

(unaudited)

							March 30, 2010
							(inception)
	For the Nine Months Ended						through
	May 31, 2013			May 31, 2012			May 31, 2013
Cash Flows From Operating Activities:
Net income (loss)	$	4,223,070		$	(501,338	)	$	(11,640,423	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Depreciation		55			-			55
Amortization of intangibles		-			1,022			1,839
Stock based compensation		134,010			-			194,730
Non-cash based compensation		114,000			-			114,000
Amortization of debt discount		422,063			172,520			733,102
Amortization of debt issue costs		7,418			3,144			13,075
Derivative expense		118,846			-			118,846
Change in fair value of derivative liabilities		(5,680,422	)		(42,607	)		8,285,468
Loss on write-off of obsolete inventory		27,828			22,687			50,515
Impairment of goodwill and other long-lived assets		-			-			993,547
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable		(23,897	)		(16,785	)		(30,053	)
Prepaid and other		15,735			(3,512	)		15,894
Inventory		-			3,814			3,626
Security Deposits		(850	)		(1,000	)		(1,850	)
Increase (decrease) in:
Accounts payable and accrued liabilities		418,746			46,079			502,686
Deferred revenue		(28,500	)		-			4,500
Net Cash Used In Operating Activities		(251,898	)		(315,976	)		(640,443	)

Cash Flows From Investing Activities:
Purchase of property and equipment		(2,364	)		-			(2,364	)
Net Cash Used In Investing Activities		(2,364	)		-			(2,364	)

Cash Flows From Financing Activities:
Proceeds from related party loans		41,701			20,506			62,707
Repayment of related party loans		(10,000	)		(20,000	)		(30,304	)
Proceeds from convertible notes - net debt issuance costs		218,500			330,000			598,500
Proceeds from notes payable		-			15,099			15,099
Repayment of notes payable		(7,240	)					(10,815	)
Issuance of common stock		-			-			11,700
Net Cash Provided By Financing Activities		242,961			345,605			646,887

Net change in cash		(11,301	)		29,629			4,080

Cash at beginning of period		15,381			-			-

Cash at end of period	$	4,080		$	29,629		$	4,080

Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:

Conversion of notes payable and interest to common stock	$	44,200		$	-		$	44,200
Conversion of notes payable and interest	$	8,505		$	-		$	8,505
Reclassification of derivative liability to additional paid in capital	$	310,144		$	-		$	310,144
Debt discount recorded on convertible debt accounted for as derivative liabilities	$	85,000		$	-		$	85,000
Note issued for insurance premium	$	-		$	16,325		$	16,325
Convertible notes issued in asset acquisition	$	-		$	1,000,000		$	1,000,000
Cancellation of 110,460,000 common shares	$	-		$	110,460		$	110,460
Assets acquired and liabilities assumed through asset acquisition as follows:
Accounts Receivable	$	-		$	7,442		$	7,442
Inventory	$	-		$	82,761		$	82,761
Trade Name	$	-		$	179,000		$	179,000
Customer List	$	-		$	26,000		$	26,000
Goodwill	$	-		$	790,386		$	790,386
Accounts payable and accrued expenses	$	-		$	85,589		$	85,589

See accompanying notes to financial statements

F-3

Premier Brands, Inc.

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Statement of Changes in Stockholders' Equity (Deficit)

For the Period from March 30, 2010 (Inception) to May 31, 2013

(unaudited)

	Common Stock						Additional Paid-In			Deficit Accumulated during the			Stockholders' Equity
	Shares			Amount			Capital			Development Stage			(Deficit)


Balance, March 30, 2010 (Inception)		-		$	-		$	-		$	-		$	-

Stock issued for cash		140,000,000			140,000			(135,000	)		-			5,000

Net loss											(750	)		(750	)

Balance, August 31, 2010		140,000,000			140,000			(135,000	)		(750	)		4,250

Stock issued for cash		23,450,000			23,450			(16,750	)		-			6,700

Net loss											(11,450	)		(11,450	)

Balance, August 31, 2011		163,450,000			163,450			(151,750	)		(12,200	)		(500	)

Cancellation of shares		(110,460,000	)		(110,460	)		110,460			-			-

Net loss											(15,851,293	)		(15,851,293	)

Balance, August 31, 2012		52,990,000			52,990		$	(41,290	)		(15,863,493	)		(15,851,793	)

Conversion of notes payable and interest to common stock		12,509,524			12,510			31,690			-			44,200

Conversion of notes payable and interest to common stock		-			-			8,505			-			8,505

Reclassification of conversion option relating to conversion of note payable		-			-			310,144			-			310,144

Net income nine months ended May 31, 2013											4,223,070			4,223,070

Balance, May 31, 2013		65,499,524		$	65,500		$	309,049		$	(11,640,423	)	$	(11,265,874	)

See accompanying notes to financial statements

F-4

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

Note 1 Nature of Operations

Business

Premier Brands, Inc (formerly TracksoftSystems, Inc.)

Premier Brands, Inc. (“Company”, “we” and “our”) was organized as TrackSoft Systems, Inc. on March 30, 2010 under the laws of the State of Wyoming. The Company was originally formed for the purpose of developing a construction project management software package.

On May 30, 2012 the Company changed its name to Premier Brands, Inc.

On February 6, 2012, we entered into a series of transactions pursuant to which we acquired all of the assets of Zizzaz, LLC (“Zizzaz”), sold our certain assets to our former principal stockholders, and completed a private offering of our securities for an aggregate purchase price of approximately $350,000. The following summarizes the foregoing transactions:

●

Acquisition of Assets of Zizzaz. We acquired all of the assets of Zizzaz in exchange for the issuance of promissory notes, convertible into shares of our common stock, $0.001 par value at a per share conversion price of $0.007, in the amount of $1,000,000 pursuant to a Purchase Agreement between us, Zizzaz, and the members of Zizzaz.

●

Sales of Premier Brands Assets. Immediately prior to the acquisition of all of the assets of Zizzaz, we sold certain assets to Matthew Howell, in exchange for the cancellation of a total of 110,460,000 shares of our common stock previously held by Mr. Howell.

●

Financing Transaction. Immediately following the acquisition of all of the assets of Zizzaz, we completed a private offering of promissory notes, convertible into shares of our common stock, $0.001 par value at a per share conversion price of $0.007. The aggregate purchase price of the notes was approximately $350,000.

As a result of the foregoing transactions, we are now a company in the business of creating, acquiring and marketing consumer packaged goods, primarily beverages and nutraceuticals.

The Company also provides consulting services in which we advise clients on product placement and distribution.

From inception until we completed the acquisition of the Assets of Zizzaz, our operations consisted of developing and commercializing internet based software that will automate project management workflow allowing project managers, supervisors, coordinators, vendors and customers to view in real time the progress and specific scheduling of a multistage project. During that time, we did not generate any revenue and our operations were limited primarily to capital formation, organization, and development of our business plan.

Pursuant to the Acquisition of Assets of Zizzaz, LLC (“Zizzaz”), as discussed in Note 4, we ceased to engage in the software industry and engaged in the distribution of beverages and nutraceutical products of our own brand and third-party manufacture.

F-5

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

Note 2 Summary of Significant Accounting Policies

Basis of presentation – unaudited interim financial information

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended August 31, 2012 and notes thereto contained in the Company’s annual report on Form 10-K for the year ended August 31, 2012 as filed with the SEC on December 14, 2012.

Development Stage Company

The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity and debt based financing and further implementation of the business plan, including research and development.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

F-6

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

Risks and Uncertainties

The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure. See Note 3 regarding going concern matters.

Cash

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no cash equivalents at May 31, 2013 and August 31, 2012.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At May 31, 2013 and August 31, 2012, no cash balances exceeded the federally insured limit.

Accounts receivable and allowance for doubtful accounts

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable, net of the allowance for doubtful accounts. As of May 31, 2013 and August 31, 2012 the Company deemed all receivables to be collectible.

Inventories

Inventories are stated at the lower of cost or market using the first-in, first-out (FIFO) valuation method.

	May 31, 2013		August 31, 2012
Finished goods	$	28,620	$	21,851
Packaging materials		-		34,597
	$	28,620	$	56,448

During the nine months ended May 31, 2013 and May 31, 2012 and for the period from March 30, 2010 (inception) to May 31, 2013, product inventory and packaging materials deemed obsolete in the amount of $56,448, $22,687, and $79,135, respectively, were written-off.

F-7

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

Intangibles

Intangibles are comprised of goodwill, trade names and customer lists. In accordance with ASC 350, intangible assets with indefinite lives are not amortized but instead are measured for impairment at least annually, or when events indicate that an impairment exists. The Company calculates impairment as the excess of the carrying value of its indefinite-lived assets over their estimated fair value. If the carrying value exceeds the estimate of fair value a write-down is recorded. The Company amortizes it’s intangibles with finite useful lives over their respective useful lives. For the nine months ended May 31, 2013 and May 31, 2012 and for the period from March 30, 2010 (inception) to May 31, 2013 the Company recorded impairments related to intangible assets of $0, $0 and $993,547, respectively. See Note 5 below for a discussion of impairment charges.

Long-Lived Assets

Management regularly reviews property and equipment and other long-lived assets, including certain definite-lived intangible assets, for possible impairment. This review occurs annually, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is indication of impairment, generally, management then prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated using the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks. Preparation of estimated expected future cash flows is inherently subjective and is based on management’s best estimate of assumptions concerning expected future conditions. See Note 5 below for a discussion of impairment charges.

Debt Issue Costs and Debt Discount

These items are amortized over the life of the debt to interest expense. If a conversion, extinguishment or repayment of the underlying debt occurs, a proportionate share of these amounts is immediately expensed.

Fair Value of Financial Instruments

The Company follows ASC 820-10 of the FASB Accounting Standards Codification to measure the fair value of its financial instruments and disclosures about fair value of its financial instruments. ASC 820-10 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820-10 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by ASC 820-10 are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally unobservable inputs and not corroborated by market data.

F-8

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses and other current assets, accounts payable and accrued liabilities approximate their fair values because of the short maturity of these instruments.

We have determined that it is not practical to estimate the fair value of our notes payable because of their unique nature and the costs that would be incurred to obtain an independent valuation. We do not have comparable outstanding debt on which to base an estimated current borrowing rate or other discount rate for purposes of estimating the fair value of the notes payable and we have not been able to develop a valuation model that can be applied consistently in a cost efficient manner. These factors all contribute to the impracticability of estimating the fair value of the notes payable. At May 31, 2013 and August 31, 2012, the carrying value of the notes payable and accrued interest was $1,417,975 and $719,214.

The Company’s Level 3 financial liabilities consist of the derivative conversion features issued in February 2012, June 2012, April 2013 and May 2013 for which there is no current market for this security such that the determination of fair value requires significant judgment or estimation. The Company valued the conversion features using a binomial model. These models incorporate transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of the date of issuance and each balance sheet date.

F-9

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis

The Company uses Level 3 of the fair value hierarchy to measure the fair value of the derivative liabilities and revalues its derivative liability at every reporting period and recognizes gains or losses in the statements of operations that are attributable to the change in the fair value of the derivative liability.

Financial assets and liabilities measured at fair value on a recurring basis are summarized below and disclosed on the balance sheets as follows:

May 31, 2013			Fair Value Measurement Using
	Carrying
	Value			Level 1		Level 2		Level 3		Total

Derivative conversion features	$	9,277,192		$	-	$	-	$	9,277,192	$	9,277,192

August 31, 2012			Fair Value Measurement Using
	Carrying
	Value			Level 1		Level 2		Level 3		Total

Derivative conversion features	$	15,063,912		$	-	$	-	$	15,063,912	$	15,063,912

The Company adopted the disclosure requirements of ASU 2011-04, Fair Value Measurements, during the year ended August 31, 2012. The unobservable level 3 inputs used by the Company was the expected volatility assumption used in the option pricing model and the fair value of the Company’s stock price. Expected volatility is based on the historical stock price volatility of comparable companies’ common stock, as our stock does not have sufficient historical trading activity. The fair value assumption of the company's common stock utilized in the calculation is derived from the company's current trading price on the bulletin board, adjusted to reflect the effect of potential dilution.

The table below provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the period August 31, 2011 through May 31, 2013:

	Fair Value Measurement Using Level 3 Inputs
	Derivative conversion features			Total

Balance, August 31, 2011	$	-		$	-

Purchases, issuances and settlements		1,098,022			1,098,022
Change in fair value		13,965,890			13,965,890
Balance, August 31, 2012		15,063,912			15,063,912
Purchases, issuances and settlements		203,846			203,846
Change in fair value		(5,680,422	)		(5,680,422	)
Reduction from conversion of debt		(310,144	)		(310,144	)
Balance, May 31, 2013	$	9,277,192		$	9,277,192

F-10

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

Changes in the unobservable input values could potentially cause material changes in the fair value of the Company’s Level 3 financial instruments. The significant unobservable inputs used in the fair value measurements is the expected volatility assumption and fair value of the Company’s common stock price. A significant increase (decrease) in the expected volatility and/or fair value of the Company’s common stock price assumptions could potentially result in a higher (lower) fair value measurement.

Discount on Debt

The Company allocated the proceeds received from convertible debt instruments between the underlying debt instruments and has recorded the conversion feature as a liability in accordance with FASB Accounting Standard Codification 815-15 (ASC 815-15). The conversion feature and certain other features that are considered embedded derivative instruments, such as a conversion reset provision have been recorded at their fair value within the terms of ASC 815-15 as its fair value can be separated from the convertible note and its conversion is independent of the underlying note value. The value of the embedded derivative liability was bifurcated from the debt host contract and recorded as a derivative liability, which resulted in a reduction of the initial carrying amount (as unamortized discount) of the notes. The conversion liability is marked to market each reporting period with the resulting gains or losses shown in the statements of operations.

Derivative Instruments

The Company evaluates its convertible debt, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-15. The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument.

F-11

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date.

Research and Development

Research and development is expensed as incurred. There was no such expense for the period March 30, 2010 (inception) to May 31, 2013.

Share-Based Payments

Generally, all forms of share-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments is recorded as general and administrative expense. Stock based compensation expense for the nine months ended May 31, 2013 and May 31, 2012 and for the period March 30, 2010 (inception) to May 31, 2013 amounted to $134,010, $0 and $194,730, respectively.

Income Taxes

Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Revenue Recognition

The Company currently is in the development stage and has only generated $604,968 in revenue since its inception. We classify our revenue as either Product revenue or Service revenue.

Product revenue - Our product revenue includes revenue associated with the sale of consumer packaged goods, primarily beverages and nutraceuticals.

F-12

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

Service revenue - Service revenue is derived from product development revenue and consulting revenue relating to sales and logistics. Revenue associated with product development is recognized ratably over the contract period, which typically ranges from a minimum of one month to a maximum of less than a year. Consulting revenues are recognized ratably over the service periods.

Deferred revenue consists of amounts billed to, or payments received from, customers for Services that have not met the criteria for revenue recognition.

We evaluate and recognize revenue when all four of the following criteria are met:

	●	Evidence of an arrangement. Evidence of an agreement with the customer that reflects the terms and conditions to deliver products must be present.

	●	Delivery. Delivery is considered to occur when a product is shipped and the risk of loss and rewards of ownership have been transferred to the customer. For services, delivery is considered to occur as the service is provided.

	●	Fixed or determinable fee. If a portion of the arrangement fee is not fixed or determinable, we recognize revenue as the amount becomes fixed or determinable.

	●	Collection is deemed probable. Collection is deemed probable if we expect the customer to be able to pay amounts under the arrangement as those amounts become due. If we determine that collection is not probable, we recognize revenue when collection becomes probable (generally upon cash collection).

Determining whether and when some of these criteria have been satisfied often involves assumptions and management judgments that can have a significant impact on the timing and amount of revenue we report in each period. Changes to any of these assumptions or management judgments, or changes to the elements in service arrangements, could cause a material increase or decrease in the amount of revenue that we report in a particular period.

Advertising

The Company expenses advertising when incurred. Advertising expenses for the nine months ended May 31, 2013 and May 31, 2012 and for the period March 30, 2010 (inception) to May 31, 2013 were $1,136, $2,000 and $6,322, respectively.

F-13

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

Basic Earnings per Share

ASC No. 260, “Earnings Per Share”, specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260.

Basic net income (loss) per share amounts is computed by dividing the net income (loss) by the weighted average number of common shares outstanding. Common stock equivalents have not been included in this computation since the effect would be anti-dilutive. Such common stock equivalents totaled approximately 1,923,028,107 common shares potentially issuable upon conversion of convertible debt.

Recent Accounting Pronouncements

In July 2012, the FASB issued the Accounting Standards Update or ASU, 2012-02, Intangibles-Goodwill and Other: Testing Indefinite-Lived Intangible Assets for Impairment, that allows entities to have the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying amount in accordance with ASC 350-30. An entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. An entity will be able to resume performing the qualitative assessment in any subsequent period. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company does not expect the adoption of these provisions to have a significant effect on its financial statements.

In December 2011, the FASB issued the ASU 2011-12, Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, that deferred the effective date for amendments to the presentation of reclassifications of items out of other comprehensive income. ASU 2011-12 was issued to allow the FASB time to redeliberate the presentation requirements for reclassifications out of accumulated other comprehensive income for annual and interim financial statements for public, private, and non-profit entities. During the redeliberation period, entities will continue to report reclassifications out of accumulated other comprehensive income using guidance in effect before ASU 2011-05 was issued. ASU 2011-05 is to be applied retrospectively and is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011. The adoption of these provisions did not have a material effect on the Company’s financial statements.

F-14

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

Note 3 Going Concern

As reflected in the accompanying financial statements, the Company has a net loss from operations and net cash used in operations of $794,655 and $251,898, respectively, for the nine months ended May 31, 2013 and an accumulated net loss during the development stage totaling $11,640,423. The Company currently is in the development stage and has only generated $604,968 in revenue since its inception.

The ability of the Company to continue its operations is dependent on Management's plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 Acquisition

On February 06, 2012, the Company entered into a Purchase Agreement with Zizzaz, LLC (“Zizzaz”), and the unit holders of Zizzaz (“Zizzaz Members”); setting forth the acquisition of Zizzaz assets and assumption of liabilities.

Pursuant to the terms of the Purchase Agreement, the Company acquired all of the assets of Zizzaz in exchange for the issuance of secured promissory notes, convertible into shares of our common stock, $0.001 par value at a per share conversion price of $0.007, in the amount of $1,000,000 to the Zizzaz Members. Total price paid for Zizzaz assets in the acquisition was $1 million dollars.

F-15

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

The following sets forth the components of the purchase price:

Purchase Price:
Convertible notes issued to seller	$	1,000,000
Assets acquired
Accounts Receivable		7,442
Inventory		82,761
Total assets acquired		90,203
Liabilities assumed
Accounts payable		84,207
Other liabilities		1,382
Total liabilities assumed		85,589
Net assets acquired		4,614
Excess purchase price	$	995,386

Based on an independent appraisal, the Company allocated $205,000 of the excess purchase price to intangible assets with the balance of $790,386 assigned to Goodwill.

The intangible assets subject to amortization have been assigned useful lives as follows:

Customer list

8 years

The following table summarizes, on an unaudited pro forma basis, the results of operations of the Company as though the acquisition had occurred as of December 1, 2011. The pro forma amounts give effect to appropriate adjustments of amortization of intangible assets and interest expense associated with the financing of the purchase. The pro forma amounts presented are not necessarily indicative of either the actual operation results had the acquisition transaction occurred as of December 1, 2011.

	For the Nine Months Ended
	May 31, 2013		May 31, 2012
Revenues	$	377,781	$	117,949
Net income (loss)		4,223,070		(998,672	)
Income (loss) per share of common stock – basic and diluted		0.08		(0.01	)
Weighted average common shares outstanding - basic and diluted		54,746,532		117,089,051

Note 5 Intangible Assets

There were no balances or activity for intangible assets during fiscal 2011. The following table summarizes changes in our intangible assets during fiscal 2012:

	Estimated Life	Gross Amount		Accumulated Amortization			Impairment Charges			Net

Customer List	8 years	$	26,000	$	(1,839	)	$	(24,161	)	$	-
Trade Name	Indefinite		179,000		-			(179,000	)		-
Goodwill	Indefinite		790,386		-			(790,386	)		-
		$	995,386	$	(1,839	)	$	(993,547	)	$	-

F-16

We assess goodwill and other intangible assets for impairment annually during the fourth quarter of each year and on an interim date should factors or indicators become apparent that would require an impairment test.

We performed our annual impairment test as of August 31, 2012. Due to ongoing challenging trends, ability to raise capital and market dynamics the Company realized unexpected poor results of operations during the period February 2012 - August 2012. As a result of these factors and the related risks associated with our business, the fair values of our intangible assets (the “Assets”) were negatively impacted. The estimated fair values of our Assets were determined to be significantly less than their respective carrying amounts, so we determined that the Asset balances were impaired. Accordingly, step two of the impairment test was completed which resulted in an impairment charge totaling $993,547 in the fourth quarter of fiscal 2012, reducing the carrying amount of the Assets to $0.

Our impairment charges related to goodwill and long-lived assets discussed above have been included in “Impairment of goodwill and other long-lived assets” in our Statements of Operations.

Amortization expense related to the customer list totaled $1,839 for the period September 01, 2011 to August 31, 2012.

Note 6 Sale of Premier Brands Assets

On February 6, 2012, prior to the Acquisition of Assets of Zizzaz, we entered into an agreement of sale with Matthew Howell pursuant to which we sold to Howell certain assets of Premier Brands in exchange for a cancellation of a total of 110,460,000 shares of our common stock held by Mr. Howell.

Note 7 Notes Payable

On October 21, 2011, the Company received a loan of $15,099 to fund operations. The loan carries a 3% annual interest rate, has no repayment terms and as such is included in current liabilities. Accrued interest due totaled $730 as of May 31, 2013.

As of May 31, 2013, the outstanding balance on the loan was $15,099.

On May 29, 2012, the Company entered into a finance agreement with Capital Premium Financing of California (“Capital”). Pursuant to the terms of the agreement, Capital loaned the Company the principal amount of $16,325, which would accrue interest at 5% per annum, to partially fund the payment of the premium of the Company’s general liability insurance. The agreement requires the Company to make nine monthly payments of $1,852, including interest starting on June 24, 2012.

F-17

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

As of May 31, 2013, the outstanding balance related to this finance agreement was $5,510.

From March 1, 2013 through May 31, 2013, the Company entered into promissory notes with three employees for services rendered in the aggregate principal amount of $114,000 with the following terms and conditions:

	●	Maturing on March 1, 2015
	●	Interest rate at 10% per annum, with interest payable at maturity

As of May 31, 2013, the outstanding principal balance and accrued interest on the Notes was $114,000 and $1,916, respectively.

Note 8 Convertible Notes Payable

On February 6, 2012, in connection with an asset acquisition, the Company issued secured convertible notes in the aggregate principal amount of $1,000,000 (the “Original Notes”) to three members of Zizzaz, LLC. (See Note 4)

During April and May 2013, 6,666,667 shares were issued to settle note principal in the amount of $21,700.

On May 22, 2013, 3,200,000 shares were issued to settle accrued interest on the notes in the amount of $4,000.

On May 31, 2013 note principal in the amount of $2,910 was converted. As of May 31, 2013 the shares have not been issued.

Each convertible note has a term of twenty- four months and accrues interest at 10% per annum. The holder of the convertible note has the right from and after the issuance thereof until such time as the convertible note is fully paid, to convert any outstanding and unpaid principal portion thereof into shares of common stock at a conversion price of $0.007 per share. The conversion price and number and kind of shares to be issued upon conversion of the convertible notes are subject to adjustment from time to time as more fully described in the convertible notes.

Due to the fact that these convertible notes have full reset adjustments based upon the issuance of equity securities by the Company in the future, they are subject to derivative liability treatment under Section 815-40-15 of the Codification (formerly FASB Emerging Issues Task Force 07-5). The convertible notes have been measured at fair value using a binomial model at period end with gains and losses from the change in fair value of derivative liabilities recognized on the statements of operations.

F-18

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

The convertible notes, when issued, gave rise to a derivative liability which was recorded as a discount to the notes of $812,318.

On March 31, 2013, a note-holder entered into a Securities Transfer Agreement pursuant to which the note-holder sold $200,000 of principal plus accrued interest of the Original Notes and the rights associated with the purchase portion. The Company issued a Replacement Note to the purchaser along the same terms as the Purchased Note with the following amendments:

●

The replacement note shall be convertible into the Company’s common stock, at any time at the option of the Purchaser, at an initial conversion price per share equal to fifty percent (the “Discount”) of the lowest closing bid price for the Company’s common stock during the twenty trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”) (“Initial Conversion Price”; provided that if the closing bid price for the common stock on the Clearing Date is lower than the Closing Bid Price, then the Purchase Price shall be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price, and provided further, that if the Company’s common stock becomes chilled by the Deposit Trust Corporation (DTC) at the time that any portion of the principal and interest of the Replacement Note is converted by Holder, than the Discount shall be adjusted to forty-five percent for so long as the Common Stock is chilled. For purposes of this Agreement, the Clearing Date shall be on the date in which the conversion shares are deposited into the Purchaser’s brokerage account and Purchaser’s broker has confirmed with Purchaser the Purchaser may execute trades of the conversion shares.

●

The Replacement Note shall have a limitation on conversion equal to 9.99% of the Company’s outstanding common stock.

●

The Company shall bear any and all miscellaneous expenses that may arise as a result of conversion and delivery of shares of common stock in respect of the Replacement Note.

The embedded derivative of the convertible notes was re-measured at May 31, 2013 yielding a gain on change in fair value of the derivatives of $4,498,073 for the nine months ended May 31, 2013. The derivative value of the convertible notes at May 31, 2013 yielded a derivative liability at fair value of $6,502,601.

As of May 31, 2013, accrued and unpaid interest under the Notes was $126,778.

On February 6, 2012, the Company entered into Subscription Agreements with Whalehaven Capital Fund LTD and Sable Ridge Capital Opportunity Fund L.P. (formerly Whalehaven Opportunities Fund L.P.) (collectively, the “Subscribers”), pursuant to which the Subscribers purchased secured convertible notes in the aggregate principal amount of $350,000, which are convertible into shares of the Company’s common stock.

F-19

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

On January 28, 2013 note principal and accrued interest in the amounts of $16,827 and $1,673, respectively were converted. On April 19, 2013 2,642,857 shares were issued.

On May 8, 2013 note principal in the amount of $3,345 was converted. As of May 31, 2013 the shares have not been issued.

On May 31, 2013 note principal and accrued interest in the amounts of $1,985 and $265, respectively were converted. As of May 31, 2013 the shares have not been issued.

The convertible notes, when issued, gave rise to a derivative liability which was recorded as a discount to the notes of $284,311.

The embedded derivative of the convertible notes was re-measured at May 31, 2013 yielding a gain on change in fair value of the derivatives of $1,544,901 for the nine months ended May 31, 2013. The derivative value of the convertible notes at May 31, 2013 yielded a derivative liability at fair value of $2,207,923.

As of May 31, 2013, accrued and unpaid interest under the Notes was $43,423.

Restricted Cash

$162,805 of the proceeds raised in this offering is to be held in escrow and disbursed as follows:

a.	$50,000 on March 1, 2012

b.	$50,000 on April 2, 2012

c.	$62,805 on May 1, 2012

F-20

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

On June 26, 2012 the Company issued convertible notes in the aggregate principal amount of $50,000 to four investors. Each convertible note has a term of six months and accrues interest at 10% per annum. The holder of the convertible note has the right from and after the issuance thereof and upon the occurrence of a financing (the “Financing”) in the minimum amount of $250,000 until such time as the convertible note is fully paid, to convert any outstanding and unpaid principal portion thereof into shares of common stock at a per share conversion price to be determined by the conversion rate of the Financing. The conversion price and number and kind of shares to be issued upon conversion of the convertible notes are subject to adjustment from time to time as more fully described in the convertible notes. As of December 26, 2012 these notes are in default.

Due to the fact that these convertible notes have an option to convert at a variable amount, they are subject to derivative liability treatment. The Company has applied ASC No. 815, due to the potential for settlement in a variable quantity of shares. The convertible notes have been measured at fair value using a binomial model at period end with gains and losses from the change in fair value of derivative liabilities recognized on the statements of operations.

The convertible notes, when issued, gave rise to a derivative liability which was recorded as a discount to the notes of $1,393.

The embedded derivative of the convertible notes was re-measured at May 31, 2013 yielding a gain on change in fair value of the derivatives of $269 for the nine months ended May 31, 2013. The derivative value of the convertible notes at May 31, 2013 yielded a derivative liability at fair value of $0.

As of May 31, 2013, accrued and unpaid interest under the Note was $4,641.

On September 27, 2012 the Company issued convertible notes in the aggregate principal amount of $40,000 to four investors. Each convertible note has a term of twenty four months and accrues interest at 10% per annum. The holder of the convertible note has the right from and after the issuance thereof until such time as the convertible note is fully paid, to convert any outstanding and unpaid principal portion thereof into shares of common stock at a conversion price of $0.20 per share.

As of May 31, 2013, accrued and unpaid interest under the Note was $2,696.

On October 23, 2012 the Company issued convertible notes in the aggregate principal amount of $50,000 to an investor. Each convertible note has a term of twenty four months and accrues interest at 10% per annum. The holder of the convertible note has the right from and after the issuance thereof until such time as the convertible note is fully paid, to convert any outstanding and unpaid principal portion thereof into shares of common stock at a conversion price of $0.20 per share.

As of May 31, 2013, accrued and unpaid interest under the Note was $3,014.

F-21

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

On December 4, 2012 the Company issued convertible notes in the aggregate principal amount of $15,000 to two investors. Each convertible note has a term of twenty four months and accrues interest at 10% per annum. The holder of the convertible note has the right from and after the issuance thereof until such time as the convertible note is fully paid, to convert any outstanding and unpaid principal portion thereof into shares of common stock at a conversion price of $0.20 per share.

As of May 31, 2013, accrued and unpaid interest under the Note was $736.

On December 4, 2012 the Company issued convertible notes in the aggregate principal amount of $7,500 to an investor. Each convertible note has a term of twenty four months and accrues interest at 10% per annum. The holder of the convertible note has the right from and after the issuance thereof until such time as the convertible note is fully paid, to convert any outstanding and unpaid principal portion thereof into shares of common stock at a conversion price of $0.007 per share.

As of May 31, 2013, accrued and unpaid interest under the Note was $368.

On February 7, 2013 the Company issued convertible notes in the aggregate principal amount of $21,000 to three investors. Each convertible note has a term of twenty four months and accrues interest at 10% per annum. The holder of the convertible note has the right from and after the issuance thereof until such time as the convertible note is fully paid, to convert any outstanding and unpaid principal portion thereof into shares of common stock at a conversion price of $0.007 per share.

As of May 31, 2013, accrued and unpaid interest under the Note was $656.

On April 8, 2013 the Company issued convertible notes in the aggregate principal amount of $55,000 to an investor. Each convertible note has a term of twenty four months and accrues interest at 10% per annum.

The holder of the convertible note has the right from and after the issuance thereof until such time as the convertible note is fully paid, to convert any outstanding and unpaid principal portion thereof into shares of common stock. The conversion price is adjustable, based on a 50% discount to the 20 day average closing trade price for the Company’s common stock. The maximum amount of the conversion price shall not exceed $0.007 per share. The conversion price and number and kind of shares to be issued upon conversion of the convertible notes are subject to adjustment from time to time as more fully described in the convertible notes.

F-22

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

The convertible notes, when issued, gave rise to a derivative liability of $100,000 of which $55,000 was recorded as a discount to the notes and $45,000 was expensed immediately as it exceeded the gross proceeds of the offering.

The embedded derivative of the convertible notes was re-measured at May 31, 2013 yielding a loss on change in fair value of the derivatives of $266,667 for the nine months ended May 31, 2013. The derivative value of the convertible notes at May 31, 2013 yielded a derivative liability at fair value of $366,667.

As of May 31, 2013, accrued and unpaid interest under the Note was $814.

On May 14, 2013 the Company issued convertible notes in the aggregate principal amount of $25,000 to an investor. Each convertible note has a term of twenty four months and accrues interest at 10% per annum.

The convertible notes, when issued, gave rise to a derivative liability of $96,154 of which $25,000 was recorded as a discount to the notes and $71,154 was expensed immediately as it exceeded the gross proceeds of the offering.

The embedded derivative of the convertible notes was re-measured at May 31, 2013 yielding a loss on change in fair value of the derivatives of $70,513 for the nine months ended May 31, 2013. The derivative value of the convertible notes at May 31, 2013 yielded a derivative liability at fair value of $166,667.

As of May 31, 2013, accrued and unpaid interest under the Note was $123.

F-23

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

On May 20, 2013 the Company issued convertible notes in the aggregate principal amount of $5,000 to an investor. Each convertible note has a term of twenty four months and accrues interest at 10% per annum.

The convertible notes, when issued, gave rise to a derivative liability of $7,692 of which $5,000 was recorded as a discount to the notes and $2,692 was expensed immediately as it exceeded the gross proceeds of the offering.

The embedded derivative of the convertible notes was re-measured at May 31, 2013 yielding a loss on change in fair value of the derivatives of $25,641 for the nine months ended May 31, 2013. The derivative value of the convertible notes at May 31, 2013 yielded a derivative liability at fair value of $33,333.

As of May 31, 2013, accrued and unpaid interest under the Note was $16.

F-24

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

Convertible notes payable consisted of the following at May 31, 2013 and August 31, 2012:

	May 31, 2013			August 31, 2012
Convertible notes payable, entered into on February 6, 2012 for a term of 24 months maturing on February 6, 2014, with interest at 10% per annum with interest due semi-annually.	$	975,390		$	1,000,000

Discount on note payable		(812,318	)		(812,318	)

Accumulated amortization of discount		533,390			230,026

Convertible notes payable, entered into on February 6, 2012 for a term of 24 months maturing on February 6, 2014, with interest at 10% per annum due semi-annually.		327,843			350,000

Discount on note payable		(269,030)			(284,311	)

Accumulated amortization of discount		178,272			80,510

Convertible notes payable, entered into on June 26, 2012 for a term of 6 months maturing on December 26, 2012, with interest at 10% per annum due at maturity.		50,000			50,000

Discount on note payable		(1,393	)		(1,393	)

Accumulated amortization of discount		1,393			503

Convertible notes payable, entered into on September 27, 2012 for a term of 24 months maturing on September 27, 2014, with interest at 10% per annum due at maturity.		40,000			-

Convertible notes payable, entered into on October 23, 2012 for a term of 24 months maturing on October 23, 2014, with interest at 10% per annum due at maturity.		50,000			-

Convertible notes payable, entered into on December 4, 2012 for a term of 24 months maturing on December 4, 2014, with interest at 10% per annum due at maturity.		15,000			-

Convertible notes payable, entered into on December 4, 2012 for a term of 24 months maturing on December 4, 2014, with interest at 10% per annum due at maturity		7,500			-

Convertible notes payable, entered into on February 7, 2013 for a term of 24 months maturing on February 6, 2015, with interest at 10% per annum due at maturity		21,000			-

Convertible notes payable, entered into on April 8, 2013 for a term of 24 months maturing on April 7, 2015, with interest at 10% per annum due at maturity		55,000			-

Discount on note payable		(55,000	)		-

Accumulated amortization of discount		4,069			-

Convertible notes payable, entered into on May 14, 2013 for a term of 24 months maturing on May 14, 2015, with interest at 10% per annum due at maturity		25,000			-

Discount on note payable		(25,000	)		-

Accumulated amortization of discount		616			-

Convertible notes payable, entered into on May 20, 2013 for a term of 24 months maturing on May 20, 2015, with interest at 10% per annum due at maturity		5,000			-

Discount on note payable		(5,000	)		-

Accumulated amortization of discount		82			-
	$	1,121,814		$	613,017

F-25

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

The Company recorded $422,063, $172,520 and $733,102 in amortization of the discount to the notes for the nine months ended May 31, 2013 and May 31, 2012 and for the period March 30, 2010 (inception) to May 31, 2013, respectively. The Company recorded $111,948, $42,418 and $189,202 in interest expense on the convertible notes for the nine months ended May 31, 2013 and May 31, 2012 and for the period March 30, 2010 (inception) to May 31, 2013, respectively.

Note 9 Debt Issuance Costs

Debt issuance costs, net are as follows:

Balance August 31, 2011	$	-
Debt issuance costs – February 6, 2012 financings		20,000
Amortization of debt issue costs during year ended August 31, 2012		(5,657	)
Balance – August 31, 2012		14,343
Amortization of debt issue costs during the nine months ended May 31, 2013		(7,418	)
Balance – May 31, 2013	$	6,925

Note 10 Related Party Transactions

During previous periods, a Company shareholder loaned the Company monies to pay outstanding invoices for professional services. As of May 31, 2013 the Company was indebted to the shareholder in the amount of $500. This loan is unsecured and is due on demand.

F-26

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

As of February 28, 2013 the Company was indebted to two related parties in the amount of $202. During the year ended August 31, 2012, these related parties advanced the Company $506 to fund operations. During the year ended August 31, 2012, $304 of the advances were repaid. The loans are unsecured and are due on demand.

The Company pays a monthly consulting fee to a related party in the amount of $10,000. The consultant is also reimbursed for all expenses incurred on behalf of the Company. The Company recorded $60,000, $93,351 and $183,351 in consulting fees and reimbursable expenses for the nine months ended May 31, 2013 and May 31, 2012 and for the period March 30, 2010 (inception) to May 31, 2013, respectively. As of May 31, 2013 and August 31, 2012 the balance due to the consultant amounted to $43,000 and $30,000, respectively. During the year ended August 31, 2012, the Company paid $600 in interest to this related party relating to outstanding invoice balances. As of March 1, 2013 the Company no longer pays a consulting fee to this related party.

On March 1, 2013, the Company entered into a one year Intellectual Property and Marketing License agreement with Cube17, Inc. (“Cube17”). The President and CEO of the Company is the sole-shareholder of Cube17. The Company will compensate Cube17 $10,000 per month relating to this agreement. In addition throughout the term of the agreement, and for any renewals or extensions of the agreement, the Company agrees to pay Cube17 a one-time royalty of $20,000.

This agreement shall renew for successive terms of one year. Either party may terminate the agreement, with or without cause, by giving the other party thirty days prior written notice.

During the nine months ended May 31, 2013, the Company recorded $30,000 in fees.

On March 27, 2012 a related party advanced the Company $20,000 to fund operations. The advance was subsequently paid off on April 05, 2012 along with interest in the amount of $400.

On November 14, 2012 a related party advanced the Company $1,000 to fund operations. This loan is unsecured and is due on demand.

During March, April and May 2013 a related party advanced the Company $40,700 to fund operations. In May 2013, $10,000 was repaid. This loan is unsecured and is due on demand.

The Company recorded $0, $11,513 and $12,252 in revenue from consulting services provided to a related party for the nine months ended May 31, 2013 and May 31, 2012 and for the period March 30, 2010 (inception) to May 31, 2013, respectively. The Company advises this related party customer on product placement and distribution activities. The outstanding accounts receivable balance from this related party as of May 31, 2013 and August 31, 2012 was $4,252.

The Company leases its San Diego office space on a month to month basis from a related party for monthly rental payments of $1,000. The Company recorded $9,000, $5,000 and $18,000 in rent expense on the lease for the nine months ended May 31, 2013 and May 31, 2012 and for the period March 30, 2010 (inception) to May 31, 2013, respectively. The outstanding accounts payable balance due to this related party as of May 31, 2013 and August 31, 2012 was $6,000 and $1,000, respectively.

F-27

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

On January 4, 2013, the Board accepted Jorge Olson’s resignation as Secretary and Chief Financial Officer of the Company, effective immediately. Mr. Olson’s resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies (including accounting or financial policies) or practices. Mr. Olson remains President, Chief Executive Officer and a Director of the Company. Upon Mr. Olson’s resignation, the Board awarded Mr. Olson $60,500 as compensation for serving as Chief Financial Officer from February 2012 to December 31, 2012, representing a salary of $5,500 per month. The Board also awarded Mr. Olson $38,500 as compensation for serving as Secretary from February 2012 to December 31, 2012, representing a salary of $3,500 per month. As of May 31, 2013 the Company has not paid the compensation.

On December 18, 2012, the Board of Directors of the Company appointed Eduardo Enciso as a member of the Board of Directors of the Company, effective immediately. On January 4, 2013, the Board ratified the appointment of Eduardo Enciso as the Company’s Secretary. Up until February 28, 2013 the Company paid a monthly consulting fee to Mr. Enciso in the amount of $5,000 and he is also reimbursed for all expenses incurred on behalf of the Company. During the period December 18, 2012 to February 28, 2013, the Company recorded $16,289 in consulting fees and reimbursable expenses.

Note 11 Stockholders’ Equity

Stock Transactions

On April 19, 2010, the Company authorized the issuance of 140,000,000 shares of its $0.001 par value common stock in consideration of $5,000 in cash.

On February 17, 2011, the Company authorized the issuance of 19,775,000 shares of its $0.001 par value common stock in consideration of $5,650 in cash.

On March 1, 2011, the Company authorized the issuance of 3,675,000 shares of its $0.001 par value common stock in consideration of $1,050 in cash.

On February 6, 2012 the Company entered into an agreement of sale with Matthew Howell pursuant to which we sold to Howell certain assets of Premier Brands in exchange for a cancellation of a total of 110,460,000 shares of our common stock held by Mr. Howell.

F-28

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

On May 23, 2012, the Company held a special meeting of its shareholders at which holders of a majority of the Company’s outstanding common stock of the shareholders of record as of the close of business on April 20, 2012, voting as a class, approved amendments to the Company’s Articles of Incorporation to (1) increase the authorized shares of common stock of the Company from 50,000,000 to 250,000,000; (2) change the authorized capital stock of the Company to include 50,000,000 shares of preferred stock, and authorize the Company to issue one or more series of preferred stock from time to time in one or more series and in such amounts as may be determined by the Board of Directors; and (3) change the Company’s name to “Premier Brands, Inc.”

On May 23, 2012, the stockholders of the Company approved by written consent a 70-for-1 forward stock split, of all of the issued and outstanding shares of the Company's common stock held by the shareholders of record on May 23, 2012.

All share and per share data has been retroactively adjusted to reflect the 70-for-1 forward stock split.

On April 19, 2013 2,642,857 shares were issued to settle notes and accrued interest in the amounts of $16,827 and $1,673, respectively.

On April 19, 2013 and May 14, 2013 an aggregate of 6,666,667 shares were issued to settle notes in the amounts of $21,700.

On May 22, 2013 3,200,000 shares were issued to settle accrued interest on convertible notes in the amount of $4,000.

Note 12 Commitments and Contingencies

Litigations, Claims and Assessments

The Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.

Consulting Agreements

On June 1, 2012 the Company entered into a five month agreement with SNK Consulting Services, LLC (“SNK”) to provide investor relations and communications consulting services. The Company will compensate SNK $3,000 per month relating to this agreement. In addition SNK is to be issued 100,000 shares of Company common stock.

This agreement shall renew for successive terms of five months. Either party may terminate the agreement, with or without cause, by giving the other party thirty days prior written notice after the first 90 days.

F-29

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

Joint Venture Agreement

On October 23, 2012, the Company entered into a three year Joint Venture Agreement (the “Agreement”) with First Kontact, LLC (“FK”). This agreement entitles the Company the use of FK’s marketing center, located in Tijuana, Baja California, Mexico, for the purpose of marketing, promotion, sales and distribution of consumer packaged goods into the United States of America including convenience stores, supermarkets, pharmacies, mass retail, wholesalers and distributors.

The Company will pay FK a monthly fee, within the range of $3,000-$7,500 per month, depending on the cost of each sales and marketing campaign. In addition, the Company will issue FK 200,000 shares of common stock per year which vest equally over a twelve month period.

During the nine months ended May 31, 2013, the Company recorded $25,648 in fees.

This Agreement shall renew for successive terms of three years if neither party has been apprised of a default under this agreement. Either party may terminate the agreement, with or without cause, by giving the other party thirty days prior written notice.

On December 18, 2012, the Board of Directors of the Company appointed Juan J. Gutiérrez, the founder and CEO of FK, as a member of the Board of Directors of the Company, effective immediately.

Operating Lease

The Company signed a twelve (12) month lease agreement for its office facilities in Tijuana Baja California expiring in March 2014. The lease requires base annual rent of $10,200. The lease contains one option to renew for a term of twelve (12) months.

Future minimum lease payments under this non-cancelable operating lease are approximately as follows:

Fiscal Year Ending August 31
2013 (remainder of the year)	$	2,550
2014		5,100
Total	$	7,650

Rent expense totaled $2,550 and $0 for the nine months ended May 31, 2013 and 2012, respectively and was included in selling, general and administrative expenses in the consolidated statement of operations.

F-30

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

May 31, 2013

Note 13 Subsequent Events

The Company has evaluated all events that occurred after the balance sheet date through the date when the consolidated financial statements were issued to determine if they must be reported. The Management of the Company determined that there were certain reportable subsequent events to be disclosed as follow.

Notes Offering

On June 1, 2013, the Company entered into promissory notes with three employees for services rendered in the aggregate principal amount of $38,000. The notes mature on March 1, 2015 and accrue interest at 10% per annum, with interest payable at maturity.

On June 24, 2013 the Company issued a convertible note in the aggregate principal amount of $25,000 for professional fees in conjunction with a financing agreement. The convertible note matures on December 31, 2013. The holder of the convertible note has the right from and after the issuance thereof until such time as the convertible note is fully paid, to convert any outstanding and unpaid principal portion thereof into shares of common stock. The conversion price is adjustable, based on a 50% discount to the average closing trade price for the Company’s common stock.

On July 12, 2013 the Company issued convertible notes in the aggregate principal amount of $40,000 to an investor. Each convertible note has a term of twenty four months and accrues interest at 10% per annum. The holder of the convertible note has the right from and after the issuance thereof until such time as the convertible note is fully paid, to convert any outstanding and unpaid principal portion thereof into shares of common stock. The conversion price is adjustable, based on a 50% discount to the average closing trade price for the Company’s common stock. The maximum amount of the conversion price shall not exceed $0.007 per share.

Note Conversions

From June 1, 2013 to August 5, 2013 note principal and accrued interest in the amounts of $18,025 and $11,808, respectively were converted. As of August 5, 2013 no shares have been issued.

F-31

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements.

Company Overview

We are a consumer goods incubator in the business of creating, acquiring and marketing consumer packaged goods, primarily beverages and nutritional supplements.

We sell third-party manufactured beverages and nutraceutical products to retail stores including brand name stores such as 7-Eleven, Circle K, Valero, Walgreens, Arco AM/PM, Shell, and we also distribute beverages and nutraceutical products through distribution companies and brokers and wholesalers. We also provide consulting services to consumer packaged goods companies on product placement and distribution.

On February 26, 2012, we acquired all of the assets of Zizzaz, including energy and vitamin drink products under the name Zizzaz including Zizzaz Energy Mix, Zizzazz Extreme Formula, and Kidzazz Kids Vitamins. We sold the Zizzaz products in the past and have ceased the sales when we sold out all of the inventory of the Zizzaz products that we acquired from Zizzaz. We have no present plan to engage any manufacturing or further selling of such products.

Recent Developments

Financing Transactions

Modification to $200,000 Note dated February 6, 2012

On March 31, 2013, a holder of a Company’s note dated February 6, 2012 in a principal amount of $450,000 sold $200,000 of the principal of such note plus accrued interests and associated rights (the “Purchased Note”) to a third-party purchaser pursuant to a Securities Transfer Agreement (the “Securities Transfer Agreement”). The Company acknowledged and agreed to, certain representations and covenants in the Securities Transfer Agreement, among others, that the Purchased Note be amended to be convertible at an initial conversation price equal to fifty percent (50%) (the “Discount”) of the lowest closing bid price for the Company’s common stock, during the twenty (20) trading days immediately preceding a conversion date, as reported by Bloomberg (the “Lowest Closing Bid Price”); provided however, that if the Company’s common stock becomes chilled by Deposit Trust Corporation (DTC) at the time of the conversion notice, the Discount shall be forty five percent (45%). The initial conversion price shall be adjusted, if the closing bid price for the Company’s common stock on the Clearing Date (as defined in the Securities Transfer Agreement) (the “Clearing Date Closing Bid Price”) is lower than the Lowest Closing Bid Price, as such that the Lowest Closing Bid Price shall be replaced by the Clearing Date Closing Bid Price. The conversion price for the Purchased Note before the Securities Transfer Agreement was $0.00714 per share. The conversion price is subject to adjustment subject to adjustments upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

$55,000 Note in April 2013

On April 8, 2013, we issued a promissory note in the aggregate principal amount of $55,000 (the “April 2013 Financing Note”) and received the proceed. The April 2013 Financing Note has a two-year term and compounds annually and accrues at 10% per annum from the issue date through the maturity date. The holder is entitled to convert any portion of the outstanding and unpaid amount at any time on or after the issuance date, at an initial conversation price equal to fifty percent (50%) (the “Discount”) of the lowest closing bid price for the Company’s Common Stock, during the twenty (20) trading days immediately preceding a conversion date, as reported by Bloomberg (the “Lowest Closing Bid Price”); provided however, that if the Company’s common stock becomes chilled by Deposit Trust Corporation (DTC) at the time of the conversion notice, the Discount shall be forty five percent (45%). The initial conversion price shall be adjusted, if the closing bid price for the Company’s common stock on the Clearing Date (as defined in the April 2013 Financing Note) (the “Clearing Date Closing Bid Price”) is lower than the Lowest Closing Bid Price, as such that the Lowest Closing Bid Price shall be replaced by the Clearing Date Closing Bid Price. The conversion price is subject to adjustment for stock splits or dividends paid on common stock and in shares of common stock. The maximum amount of the conversion price shall not exceed $0.007 per share, subject to adjustment as provided therein.

$30,000 Note in May 2013

On May 14, 2013 and May 20, 2013, we issued two promissory notes in the aggregate principal amount of $25,000 and $5,000, respectively (the “May 2013 Financing Note”) and received the proceed. The May 2013 Financing Note has a two-year term and compounds annually and accrues at 10% per annum from the issue date through the maturity date. The May 2013 Financing Note has identical terms with respect to conversion price as April 2013 Note. The May 2013 Financing Note contains conversion beneficial ownership limitation to prevent the holder to become a beneficial owner of 4.99% of the number of shares of the common stock outstanding. However, the holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the beneficial ownership limitation, provided that the beneficial ownership limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion.

The foregoing description of the May 2013 Financing Note is qualified in their entirety by reference to the provisions of the form of April 2013 Financing Note filed as Exhibits 4.1 to this report, respectively, which are incorporated by reference herein.

$40,000 Note in July 2013

On July 12, 2013 we issued a promissory note in the aggregate principal amount of $40,000 (the “July 2013 Financing Note”). The July 2013 Financing Note has identical terms as the May 2013 Financing Note.

Notes Issued to Employees

From March to June of 2013, the Company issued promissory notes in an aggregate principal amount of $152,000 to three employees as compensation for the services provided by them to the Company (the “Employee Notes”). These Employee Notes had identical terms as the May 2013 Financing Note. In August, the Company and the three employees executed a wavier and amendment to each of the Employee Notes, pursuant to which, the three employees waived all and any of their rights to convert any portion of the outstanding and unpaid Conversion Amount (subject to certain limitations) into shares of the Company’s common stock, and the Employee Notes were amended to remove the conversion features effective from the date of such waiver and amendment.

Going Concern

Our current auditor and prior auditor have indicated in their reports on our financial statements for the fiscal years ended August 31, 2012 and August 31, 2011 that conditions exist that raise substantial doubt about our ability to continue as a going concern due to our recurring losses from operations, deficit in equity, and the need to raise additional capital to fund operations. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. Additional financing may not be available when needed or may not be available on terms acceptable to us. If adequate funds are not available, our business would be jeopardized and we may not be able to continue. If we ceased operations, it is likely that all of our investors would lose their investment.

Results of Operations

	Three Months Ended May 31,			Three Months Ended May 31			Nine Months Ended May 31,			Nine Months Ended May 31,			March 30, 2010 (inception) through May 31,
	2013			2012			2013			2012			2013
Net sales	$	98,008		$	107,483		$	377,781		$	110,507		$	604,968
Gross profit	$	48,804		$	(15,684	)	$	128,641		$	(14,757	)	$	154,332
Operating expenses	$	444,834		$	175,604		$	923,296		$	309,822		$	2,451,113
Loss from operations	$	(396,030	)	$	(191,288	)	$	(794,655	)	$	(324,579	)	$	(2,296,781	)
Other income (expense)	$	(6,121,130	)	$	(166,967	)	$	5,017,725		$	(176,759	)	$	(9,343,642	)
Net income (loss)	$	(6,517,160	)	$	(358,255	)	$	4,223,070		$	(501,338	)	$	(11,640,423	)
Income (loss) per common share – basic and diluted	$	(0.11	)	$	(0.01	)	$	0.08		$	(0.00	)	$	-

For the three months ended May 31, 2013 and May 31, 2012

Revenue

We had sales during the three months ended May 31, 2013 and May 31, 2012 of $98,008 and $107,483, respectively. At this time, we are domestically marketing our new products and consulting services and are in the infancy stage of the revenue generating cycle.

Gross Profit

Gross profit during the three months ended May 31, 2013 and May 31, 2012 was $48,804 and $(15,684), respectively. We are currently in a development stage and have generated minimal revenues. During the three months ended May 31, 2012, obsolete inventory in the amount of $22,687 was written off which contributed to our negative gross profit margin.

Operating Expenses

Operating expenses for the three months ended May 31, 2013 were $444,834, as compared to $175,604 for the three months ended May 31, 2012. The increase is primarily related to an increase in payroll and payroll related expenses of $201,000, an increase in stock based compensation of $40,900, an increase in legal and professional fees of $23,400, and an increase in insurance expense of $4,600. These increases were partially offset by a decrease in product promotion and travel related expenses of $17,000.

Income (Loss) from Operations

Income (loss) from operations for the three months ended May 31, 2013 was $(396,030), as compared to $(191,288) for the three months ended May 31, 2012. The increase in loss from operations was primarily attributable to the operating expenses as detailed above.

Other Income (Expenses)

Other Income (Expenses) for the three months ended May 31, 2013 was $(6,121,130), as compared to $(166,967)) for the three months ended May 31, 2012. The increase in other expenses was primarily attributable to a loss of $(5,815,907) in fair market value recorded of derivative liabilities relating to convertible notes issued during 2012 and 2013 and an increase in derivative expense of $118,846 relating to convertible notes issued 2013.

Net Income (Loss)

Net loss for the three months ended May 31, 2013 was $(6,517,160) or loss per share of $(0.11), as compared to a net loss of $(358,255) or loss per share of $(0.01), for the three months ended May 31, 2012. The increase in net loss was primarily attributable to the operating expenses and other income (expenses) as detailed above.

Inflation did not have a material impact on the Company’s operations for the period. Other than the foregoing, management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company’s results of operations.

For the nine months ended May 31, 2013 and May 31, 2012

Revenue

We had sales during the nine months ended May 31, 2013 and May 31, 2012 of $377,781 and $110,507 respectively. At this time, we are domestically marketing our new products and consulting services and are in the infancy stage of the revenue generating cycle.

Gross Profit

Gross profit during the nine months ended May 31, 2013 and May 31, 2012 was $128,641 and $(14,757), respectively. We are currently in a development stage and have generated minimal revenues. During the nine months ended May 31, 2013 and 2012, the Company wrote-off obsolete inventory in the amount of $56,448 and 22,687, respectively which negatively impacted our gross profit for the periods.

Operating Expenses

Operating expenses for the nine months ended May 31, 2013 were $923,296, as compared to $309,822 for the nine months ended May 31, 2012.The increase is primarily related to an increase in payroll and payroll related expenses of $310,000, an increase in legal and professional fees in the amount of $97,000, an increase in stock based compensation of $134,000, an increase in rent and warehousing expenses of $7,700, an increase in insurance expense of $16,000 and an increase in product promotion and travel related expenses of $20,600.

Income (Loss) from Operations

Income (loss) from operations for the nine months ended March 31, 2013 was $(794,655), as compared to $(324,579) for the nine months ended May 31, 2012. The increase in loss from operations was primarily attributable to the operating expenses as detailed above.

Other Income (Expenses)

Other Income (Expenses) for the nine months ended May 31, 2013 was $5,017,725, as compared to $(176,759) for the nine months ended May 31, 2012. The increase in other income was primarily attributable to a gain of $5,680,422 in fair market value recorded of derivative liabilities relating to convertible notes issued during 2012 and 2013, offset by increases in interest recorded on convertible notes issued during 2012 and 2013, an increase in derivative expense and accretion of the debt discount recorded on the 2012 and 2013 convertible notes.

Net Income (Loss)

Net income for the nine months ended May 31, 2013 was $4,223,070 or income per share of $0.08, as compared to a net loss of $(501,338) or loss per share of $(0.00), for the nine months ended May 31, 2012. The increase in net income was primarily attributable to the operating expenses and other income (expenses) as detailed above.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at May 31, 2013 and August 31, 2012.

	May 31, 2013			August 31, 2012
Current Assets	$	72,045		$	102,594
Current Liabilities	$	(10,528,652	)	$	(341,181	)
Working Capital (Deficit)	$	(10,456,607	)	$	(238,587	)

For the Nine Months Ended May 31, 2013

At May 31, 2013 we had a working capital deficit of $(10,456,607), as compared to a working capital deficit of $(238,527), at August 31, 2012, an increase in our working capital deficit of $10,218,020. The increase in working capital deficit is primarily related to convertible notes maturing in the next 12 months along with related derivative liabilities classified as current liabilities at May 31, 2013 as opposed to classification as long term liabilities at August 31, 2012. The increase in working capital deficit also relates to increased liabilities incurred for legal and professional fees, payroll and related expenses, promotion related expenses and interest accrued on convertible notes issued during 2012 and 2013. At this time, we are in the infancy stage of the revenue generating cycle and are relying on debt and/or equity financings to fund operations.

For the Nine Months Ended May 31, 2013 and May 31, 2012

Net Cash Used in Operating Activities

Net cash used in operating activities for the nine months ended May 31, 2013 and May 31, 2012 was $(251,898) and $(315,976), respectively. The net income (loss) for the nine months ended May 31, 2013 and May 31, 2012 was $4,223,070 and $(501,338), respectively. The decrease in net cash used in operating activities for the nine months ended May 31, 2013 as compared to May 31, 2012, was primarily for legal and professional fees, payroll and related expenses and promotional and travel related expenses being accrued and not paid due to minimal working capital.

Net Cash Used in Investing Activities

Net cash used in investing activities for the nine months ended May 31, 2013 and May 31, 2012 was $2,364 and $0, respectively. During the nine months ended May 31, 2013 this consisted of $2,364 for the purchase of furniture, equipment and leasehold improvements.

Net Cash Provided by Financing Activities

Net cash provided through all financing activities for the nine months ended May 31, 2013 and May 31, 2012 was $242,961 and $345,605, respectively. During the nine months ended May 31, 2013 this consisted of $218,500 provided through the issuance of traditional and convertible notes and $41,701 in proceeds from related party loans to the company. During the nine months ended May 31, 2012 this consisted of $345,099 provided through the issuance of traditional and convertible notes and $20,506 in proceeds from related party loans to the company.

During the nine months ended May 31, 2013 principal payments on notes payable and repayments of related party loans were $7,240 and $10,000, respectively.

During the nine months ended May 31, 2012 repayments of related party loans were $20,000.

As of May 31, 2013, the Company’s cash position was approximately $4,000. We believe that our cash on hand along with anticipated revenues will not provide sufficient working capital to fund our operations through August 31, 2013. The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The ability of the Company to continue its operations is dependent on management’s plans to raise additional capital. We may seek to raise the fund by way of equity or debt offerings, or a combination thereof. We cannot assure you that we will be able to raise the capital as needed in the future on terms acceptable to us, if at all.

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. We have been funding our operations through the raising of capital through the issuance of debt.

Our primary uses of cash have been for marketing and professional fees. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term

The cost of being a public company.

We are not aware of any known trends or any known demands, commitments or events that will result in our liquidity increasing or decreasing in any material way. We are not aware of any matters that would have an impact on future operations.

Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

Critical Accounting Policies, Estimates and Assumptions

We believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this “Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

Basis of presentation – unaudited interim financial information

Development Stage Company

Use of Estimates

Risks and Uncertainties

The Company's operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure.

Intangibles

Long-Lived Assets

Debt Issue Costs and Debt Discount

Fair Value of Financial Instruments

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The Company’s Level 3 financial liabilities consist of the derivative conversion features issued in February and June 2012 for which there is no current market for this security such that the determination of fair value requires significant judgment or estimation. The Company valued the conversion features using a binomial model. These models incorporate transaction details such as the Company’s stock price, contractual terms, maturity, risk free rates, as well as assumptions about future financings, volatility, and holder behavior as of the date of issuance and each balance sheet date.

Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis

Discount on Debt

Derivative Instruments

Revenue Recognition

The Company currently is in the development stage and has only generated $604,968 in revenue since its inception. We classify our revenue as either Product revenue or Service revenue.

Product revenue - Our product revenue includes revenue associated with the sale of consumer packaged goods, primarily beverages and nutraceuticals.

Deferred revenue consists of amounts billed to, or payments received from, customers for Services that have not met the criteria for revenue recognition.

We evaluate and recognize revenue when all four of the following criteria are met:

	●		Evidence of an arrangement. Evidence of an agreement with the customer that reflects the terms and conditions to deliver products must be present.
	●		Delivery. Delivery is considered to occur when a product is shipped and the risk of loss and rewards of ownership have been transferred to the customer. For services, delivery is considered to occur as the service is provided.
	●		Fixed or determinable fee. If a portion of the arrangement fee is not fixed or determinable, we recognize revenue as the amount becomes fixed or determinable.
	●		Collection is deemed probable. Collection is deemed probable if we expect the customer to be able to pay amounts under the arrangement as those amounts become due. If we determine that collection is not probable, we recognize revenue when collection becomes probable (generally upon cash collection).

Basic Earnings per Share

Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding.

Recent Accounting Pronouncements

Off-Balance Sheet Transactions

We do not have any off-balance sheet transactions.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information required by this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act that are designed to ensure that information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms, and that information is accumulated and communicated to management, including the principal executive and financial officer as appropriate, to allow timely decisions regarding required disclosures. Our President and Chief Executive Officer and interim Principal Financial Officer evaluated the effectiveness of disclosure controls and procedures as of May 31, 2013, pursuant to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, the President and Chief Executive Officer and interim Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, due to the material weaknesses: (i) lack of a independent audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes.

Changes in Internal Control over Financial Reporting

No changes were made to our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

Except as set forth below, we are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

In about October 2012, the Company was named as a defendant in a complaint filed by George Sharp in Superior Court of California, County of San (Case No. 37-2012-00101057-CU-NP-CTL) on July 23, 2012. The complaint alleges that the Company, among other named defendants, engaged in disseminating unsolicited commercial email advertisers, and seeks liquidated damages and injunctive relief. To the management’s belief, the Company has not been properly served.

Item 1A. Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Promissory Note

The information of the May 2013 Financing Notes contained under Item 2 of Part I above is incorporated herein by reference in response to this item. The issuance of this note was exempt from the registration requirements of the Securities Act, pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.

Conversion Shares

During the quarter ended May 31, 2013, the Company issued a total of 19,465,524 shares (including 2,642,857 shares pursuant to a conversion notice dated January 28, 2013 as previously disclosed) of its common stock to the holders of promissory notes dated February 6, 2012 upon conversion of principal and accrued interest in accordance to the terms of such notes. The issuances of these shares are exempt from the registration requirements of the Securities Act, pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.

Employee and Consultant Shares

On April 29, 2013, the Board of Director of the Company approved issuances of a total of 787,000 shares of the Company’s common stock to employees and consultants for their services to the Company. The Company has not issued these shares as of this report. The issuance of these shares will be exempt from the registration requirements of the Securities Act, pursuant to Section 4(2) thereof as a transaction by an issuer not involving a public offering.

Item 3. Defaults Upon Senior Securities.

On June 26, 2012, the Company issued promissory notes in the aggregate principal amount of $50,000 (the “June 2012 Financing Notes”). The June 2012 Financing Notes have a six-month term and compounds annually and accrues at 10% per annum from the issue date through the maturity date. The holders are entitled to convert any portion of the outstanding and unpaid amount upon the occurrence of a subsequent financing of a minimum of $250,000 by the Company, at the same price that the common stock is sold or converted into or exercised or exchanged for in such financing. The Company defaulted on the payment of the June Financing Notes on the maturity date. As of May 31, 2013, accrued and unpaid interest under the Note was $$4,641.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information of the May 2013 Financing Notes contained under Item 2 of Part I above is incorporated herein by reference in response to this item.

Item 6. Exhibits.

Exhibit No.		Description
4.1		Form of the May 2013 Financing Note

31.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1+		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2+		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

+ In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed.

*Furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PREMIER BRANDS, INC.

Dated: August 7, 2013	By:	/s/ Jorge Olson
		Jorge Olson President and Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer)

Dated: August 7, 2013	By:	/s/ Eduardo Enciso
		Eduardo Enciso Secretary (Duly Authorized Officer and interim Principal Financial Officer)