Premier Brands, Inc
(Formerly TrackSoft Systems, Inc.)
(A Development Stage Company)
Notes to Financial Statements
February 28, 2013
Research and Development
Research and development is expensed as incurred. There was no such expense for the period March 30, 2010 (inception) to February 28, 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 six months ended February 28, 2013 and February 29, 2012 and for the period March 30, 2010 (inception) to February 28, 2013 amounted to $93,147, $0 and $153,867, 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 $506,960 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.
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.
Premier Brands, Inc
(Formerly TrackSoft Systems, Inc.)
(A Development Stage Company)
Notes to Financial Statements
February 28, 2013
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:
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●
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Evidence of an arrangement. Evidence of an agreement with the customer that reflects the terms and conditions to deliver products must be present.
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●
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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.
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●
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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.
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●
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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 six months ended February 28, 2013 and February 29, 2012 and for the period March 30, 2010 (inception) to February 28, 2013 were $1,136, $0 and $6,322, respectively.
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 204,596,857 common shares potentially issuable upon conversion of convertible debt.
Premier Brands, Inc
(Formerly TrackSoft Systems, Inc.)
(A Development Stage Company)
Notes to Financial Statements
February 28, 2013
Recent Accounting Pronouncements
In February 2013, the FASB issued Accounting Standards Update ("ASU") 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income , an amendment to FASB ASC Topic 220. The update requires disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present either on the face of the statement of operations or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. For amounts not reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. This ASU is effective prospectively for the Company fiscal years, and interim periods within those years beginning after December 15, 2012. The Company will comply with the disclosure requirements of this ASU for the quarter ending April 30, 2013. The Company does not expect the impact of adopting this ASU to be material to the Company's financial position, results of operations or cash flows.
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.
Premier Brands, Inc
(Formerly TrackSoft Systems, Inc.)
(A Development Stage Company)
Notes to Financial Statements
February 28, 2013
Note 3 Going Concern
As reflected in the accompanying financial statements, the Company has net income and net cash used in operations of $10,740,230 and $113,141, respectively, for the six months ended February 28, 2013 and an accumulated net loss from operations during the development stage totaling $1,900,751. The Company currently is in the development stage and has only generated $506,960 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 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. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.
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 $1 million dollars.
Premier Brands, Inc
(Formerly TrackSoft Systems, Inc.)
(A Development Stage Company)
Notes to Financial Statements
February 28, 2013
The following sets forth the components of the purchase price:
Purchase Price:
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Convertible notes issued to seller
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$
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1,000,000
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Assets acquired
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Accounts Receivable
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7,442
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Inventory
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82,761
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Total assets acquired
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90,203
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Liabilities assumed
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Accounts payable
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84,207
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Other liabilities
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1,382
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Total liabilities assumed
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85,589
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Net assets acquired
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4,614
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Excess purchase price
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$
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995,386
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Based on an independent appraisal, the Company allocated $205,000 of the excess purchase price to intangible assets with the balance of $790,386 assigned to Goodwill.
The intangible assets subject to amortization have been assigned useful lives as follows:
The following table summarizes, on an unaudited pro forma basis, the results of operations of the Company as though the acquisition had occurred as of December 1, 2011. The pro forma amounts give effect to appropriate adjustments of amortization of intangible assets and interest expense associated with the financing of the purchase. The pro forma amounts presented are not necessarily indicative of either the actual operation results had the acquisition transaction occurred as of December 1, 2011.
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For the Six Months Ended
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February 28, 2013
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February 29, 2012
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Revenues
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$
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279,773
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|
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$
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10,466
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|
Net income (loss)
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10,740,230
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(615,434
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)
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Income (loss) per share of common stock – basic and diluted
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0.20
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|
|
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(0.32
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)
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Weighted average common shares outstanding - basic and diluted
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53,442,644
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149,490,769
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Premier Brands, Inc
(Formerly TrackSoft Systems, Inc.)
(A Development Stage Company)
Notes to Financial Statements
February 28, 2013
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:
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Estimated Life
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Gross Amount
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Accumulated Amortization
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Impairment Charges
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Net
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Customer List
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8 years
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$
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26,000
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|
|
$
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(1,839
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)
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$
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(24,161
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)
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$
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-
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Trade Name
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Indefinite
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179,000
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-
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(179,000
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)
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-
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Goodwill
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Indefinite
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790,386
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|
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-
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(790,386
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)
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|
|
-
|
|
|
|
|
$
|
995,386
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|
|
$
|
(1,839
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)
|
|
$
|
(993,547
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)
|
|
$
|
-
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|
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.
Premier Brands, Inc
(Formerly TrackSoft Systems, Inc.)
(A Development Stage Company)
Notes to Financial Statements
February 28, 2013
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 $616 as of February 28, 2013.
As of February 28, 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.
As of February 28, 2013, the outstanding balance related to this finance agreement was $5,510.
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 to three members of Zizzaz, LLC. (See Note 4)
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.
The convertible notes, when issued, gave rise to a derivative liability which was recorded as a discount to the notes of $812,318.
The embedded derivative of the convertible notes was re-measured at February 28, 2013 yielding a gain on change in fair value of the derivatives of $8,586,736 for the six months ended February 28, 2013. The derivative value of the convertible notes at February 28, 2013 yielded a derivative liability at fair value of $2,571,429.
Premier Brands, Inc
(Formerly TrackSoft Systems, Inc.)
(A Development Stage Company)
Notes to Financial Statements
February 28, 2013
As of February 28, 2013, accrued and unpaid interest under the Notes was $106,078.
On February 6, 2012, the Company entered into Subscription Agreements with Whalehaven Capital Fund LTD and 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.
On January 28, 2013 note principal and accrued interest in the amounts of $16,827 and $1,673 were converted. As of February 28, 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.
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 February 28, 2013 yielding a gain on change in fair value of the derivatives of $2,909,324 for the six months ended February 28, 2013. The derivative value of the convertible notes at February 28, 2013 yielded a derivative liability at fair value of $856,732.
As of February 28, 2013, accrued and unpaid interest under the Notes was $35,311.
Restricted Cash
$162,805 of the proceeds raised in this offering is to be held in escrow and disbursed as follows:
a.
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$50,000 on March 1, 2012
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b.
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$50,000 on April 2, 2012
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c.
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$62,805 on May 1, 2012
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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.
Premier Brands, Inc
(Formerly TrackSoft Systems, Inc.)
(A Development Stage Company)
Notes to Financial Statements
February 28, 2013
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
February 28, 2013
yielding a gain on change in fair value of the derivatives of $269 for the six months ended
February 28, 2013
. The derivative value of the convertible notes at
February 28, 2013
yielded a derivative liability at fair value of $0.
As of
February 28, 2013
, accrued and unpaid interest under the Note was $3,381.
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
February 28, 2013
, accrued and unpaid interest under the Note was $1,688.
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
February 28, 2013
, accrued and unpaid interest under the Note was $1,753.
Premier Brands, Inc
(Formerly TrackSoft Systems, Inc.)
(A Development Stage Company)
Notes to Financial Statements
February 28, 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
February 28, 2013
, accrued and unpaid interest under the Note was $358.
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
February 28, 2013
, accrued and unpaid interest under the Note was $179.
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
February 28, 2013
, accrued and unpaid interest under the Note was $127.
Premier Brands, Inc
(Formerly TrackSoft Systems, Inc.)
(A Development Stage Company)
Notes to Financial Statements
February 28, 2013
Convertible notes payable consisted of the following at February 28, 2013 and August 31, 2012:
|
|
February 28, 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.
|
|
$
|
1,000,000
|
|
|
$
|
1,000,000
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|
|
|
|
|
|
|
|
|
|
Discount on note payable
|
|
|
(812,318
|
)
|
|
|
(812,318
|
)
|
|
|
|
|
|
|
|
|
|
Accumulated amortization of discount
|
|
|
431,161
|
|
|
|
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.
|
|
|
333,173
|
|
|
|
350,000
|
|
|
|
|
|
|
|
|
|
|
Discount on note payable
|
|
|
(270,642)
|
|
|
|
(284,311
|
)
|
|
|
|
|
|
|
|
|
|
Accumulated amortization of discount
|
|
|
143,652
|
|
|
|
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
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
$
|
1,008,526
|
|
|
$
|
613,017
|
|
The Company recorded $278,836, $34,504 and $589,875 in amortization of the discount to the notes for the six months ended February 28, 2013 and February 29, 2012 and
for the period March 30, 2010 (inception) to
February 28, 2013, respectively. The Company recorded $73,294, $8,484 and $150,548 in interest expense on the convertible notes for the six months ended February 28, 2013 and February 29, 2012 and
for the period March 30, 2010 (inception) to
February 28, 2013, respectively.
Premier Brands, Inc
(Formerly TrackSoft Systems, Inc.)
(A Development Stage Company)
Notes to Financial Statements
February 28, 2013
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 six months ended February 28, 2013
|
|
|
(4,953
|
)
|
Balance – February 28, 2013
|
|
$
|
9,390
|
|
Note 10 Related Party Transactions
During previous periods, a Company shareholder loaned the Company monies to pay outstanding invoices for professional services. As of November 30, 2012 the Company was indebted to the shareholder in the amount of $500. This loan is unsecured and is due on demand.
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, $63,351 and $183,351 in consulting fees and reimbursable expenses for the six months ended February 28, 2013 and February 29, 2012 and
for the period March 30, 2010 (inception) to
February 28, 2013, respectively.
As of
February 28, 2013
and August 31, 2012 the balance due to the consultant amounted to $13,000 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.
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.
The Company recorded $0, $0 and $12,252 in
revenue from consulting services provided to a related party
for the six months ended February 28, 2013 and February 29, 2012 and
for the period March 30, 2010 (inception) to
February 28, 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
February 28, 2013
and August 31, 2012 was $4,252.
Premier Brands, Inc
(Formerly TrackSoft Systems, Inc.)
(A Development Stage Company)
Notes to Financial Statements
February 28, 2013
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 $6,000, $0 and $15,000 in rent expense on the lease for the six months ended February 28, 2013 and February 29, 2012 and
for the period March 30, 2010 (inception) to
February 28, 2013, respectively.
The outstanding accounts payable balance due to this related party as of
February 28, 2013
and August 31, 2012 was $3,000 and $1,000
, respectively.
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 February 28, 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. The Company currently pays 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.
Premier Brands, Inc
(Formerly TrackSoft Systems, Inc.)
(A Development Stage Company)
Notes to Financial Statements
February 28, 2013
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.
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.
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.
Premier Brands, Inc
(Formerly TrackSoft Systems, Inc.)
(A Development Stage Company)
Notes to Financial Statements
February 28, 2013
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.
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 six months ended February 28, 2013,
the Company recorded $25,105 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.
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 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 average closing trade price for the Company’s common stock. The maximum amount of the conversion price shall not exceed $0.007 per share.