Washington, D.C. 20549
Common Stock, par value $0.001
CUSIP # 74048L102
July 22, 2013
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
The remainder of this cover page
shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the
remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 74048L102
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13G
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Page 1 of 4
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1.
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Name of Reporting Person Southridge
Partners II LP
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I.R.S. Identification
No. of Above Person (entities only)
52-2090686
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2.
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2. Check the Appropriate Box if a Member of a Group
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(a)
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¨
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(b)
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x
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware
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5.
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Sole
Voting Power
15,222,222
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Number of
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Shares
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Owned by
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6.
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Shared Voting Power
15,222,222
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Each Reporting
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Person With
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7.
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Sole Dispositive Power
15,222,222
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8.
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Shared Dispositive Power
15,222,222
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
15,222,222
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10.
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Check if the Aggregate Amount in Row 9 Excludes Certain Shares
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11.
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Percent of Class Represented
by Amount in Row 9 9.9%
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12.
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Type of Reporting Person PN
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CUSIP No. 74048L102
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13G
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Page 2 of 4
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ITEM 1 (a) NAME OF ISSUER PREMIER
BRANDS, INC.
(b) ADDRESS OF
ISSUER'S PRINCIPAL EXECUTIVE OFFICES 4364 Bonita Road, No. 424, Bonita, CA 91902
ITEM 2 (a) NAME OF PERSON FILING
Southridge Partners II LP
(b) ADDRESS OF PRINCIPAL BUSINESS
OFFICE OR, IF NONE, RESIDENCE
90 Grove Street, Ste.
206, Ridgefield CT 06877
(c) CITIZENSHIP
United States of
America
(d) TITLE OF
CLASS OF SECURITIES
Common Stock, Par Value
$0.001
(e) CUSIP NUMBER
74048L102
ITEM 3 If This Statement is Filed
Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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[ ] Broker or dealer registered under section 15 of the Act
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(b)
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[ ] Bank as defined in section 3(a)(6) of the Act
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(c)
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[ ] Insurance company as defined in section 3(a)(19) of the Act
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(d)
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[ ] Investment company registered under section 8 of the Investment Company Act of 1940
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(e)
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[ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
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(f)
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[ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
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(g)
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[ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
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CUSIP No. 74048L102
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13G
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Page 3 of 4
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(h)
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[ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act
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(i)
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[ ] A church plan that is excluded from the definition of an investment company under section
3(c)(14) of the Investment Company Act of 1940
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(j)
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[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
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If this statement is
filed pursuant to Rule 13d-1(c), check this box [ ]
(a) Amount beneficially
owned:
Reporting Person is the beneficial owner of
15,222,222
shares of common stock.
(b) Percent of class: 9.9%
(c) Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote:
15,222,222
(ii)
Shared power to vote or to direct the vote:
15,222,222
(iii)
Sole power to dispose or to direct the disposition of:
15,222,222
(iv)
Shared power to dispose or to direct the disposition of:
15,222,222
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ITEM 5
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ]
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ITEM 6
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
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N/A
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ITEM 7
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
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N/A
CUSIP No. 74048L102
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13G
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Page 4 of 4
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ITEM 8
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
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N/A
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ITEM 9
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NOTICE OF DISSOLUTION OF GROUP
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N/A
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired are not being held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Southridge Partners II LP
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Stephen
Hicks
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By: Stephen Hicks
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Its: President of the General Partner
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Date: July 24, 2013
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