10 Jun Premier Brands Inc (TKSS) Now (BRND) – Why this one should be put on watch
On Friday Premier Brands Inc (TKSS) did a 70:1 forward split.
A forward split like this by itself is usually a sign that insiders are positioning themselves for future enrichment, but going back through the history of this shell throws up many more signs of a possible future paid promotion.
Some history of the Premier Brands Inc shell
On March 30, 2010, Premier Brands Inc (then known as TrackSoft Systems, Inc) was incorporated as a Wyoming business entity by attorney Tim Orr of Spokane Washington with Matthew Howell of Arizona listed as the incorporator of the entity.
At this point there were 50,000,000 shares authorized and 2,000,000 shares outstanding, all held by Matthew Howell. Those 2,000,000 shares were issued to Matthew Howell in April of 2010 at $.0025/share (the equivalent of $5,000 cash).
The S-1 filing was made effective on December 6, 2010.
On December 19, 2010, a prospectus was filed for the sale of up to 5,000,000 shares to unnamed private investors for $.02/share.
On February 17, 2011, 282,500 of those shares were sold for cash proceeds of $5,650.
On March 1, 2011, 52,500 more of those shares were sold for cash proceeds of $1,050.
On December 27, 2011, there was a change of control. Howell and Muleethed both resigned from all of their positions, and Rosario Piacente took over as the sole officer/director of the shell.
On February 6, 2012, a series of agreements were signed. The TrackSoft Systems shell acquired control of Zizzaz, LLC in exchange for a $1,000,000 promissory Note. One of the signatories on the debt Note is Sam Del Presto. Sam Del Presto has been involved in several publicly traded shells in the past mostly through debt Note agreements - see here and here. Several of those tickers became involved in ugly pump&dump campaigns. Sam Del Presto shows up in SEC litigation barring him from having any association with a broker-dealer because of past felon convictions seen here.
Prior to the 70:1 forward split, the $1,000,000 promissory Note converted into TKSS shares at a $.50/share, but according to the terms of the Note any stock split would change the conversion ratio by a proportionate amount:
C. Stock Splits, Combinations and Dividends. If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock in shares of Common Stock, the Conversion Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.
So that the $1,000,000 now will convert into TKSS shares at $.00714/share.
According to a document included with that 8K, A $350,000 promissory Note was immediate issued to an unnamed investor to be held in escrow by Grushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581 as part of a subscription agreement. That $350,000 Note can now also convert into shares at $.00714/share.
Zizzaz, LLC is controlled by three members - MLF Holdings, LLC (Sam Delpresto), Marvin Mermelstein, and Double U Master Fund which was signed for by a foreign entity called Navigator Management Ltd. Double U Master Fund has showed up in the past linked to Toxic debt Note arrangements for other publicly traded companies. In those filings B&W Equities, LLC was listed as the general partner of Double U Master Fund and Isaac Winehouse listed as the managing member of B&W Equities, LLC.
Zizzaz, LLC was just registered as a business entity in Delaware on August 26, 2011. In October of 2011, Zizzaz, LLC was assigned all of the assets of Global Business Marketing, Inc., a Nevada corporation in exchange for the forgiveness of debt. Those assets are purported to included a series of energy and vitamin drink products featuring the Zizzaz brand name.
Zizzaz was formed under the laws of Delaware on August 26, 2011, for the purpose of receiving and holding assets assigned by the Zizzaz Members until an acquisition candidate is identified. In October 2011, Zizzaz was assigned security interests from the Zizzaz Members in all of the assets of Global Business Marketing, Inc., a Nevada corporation (“Global”). Global was indebted and obligated to Zizzaz Members and was in default of its obligations. Immediately following the transfer of security interests, Global transferred all of its assets to Zizzaz in satisfaction of its indebtedness and obligations to the Zizzaz Members.
Global Business Marketing Inc, which shows its last reported officers as being David Flynn, Lynda Keeton-Cardno, Lindsey Pinapfel, James Psaki, Jim Scott, James Tobin, and Phil Zobrist, links back to another energy drink company called Xyience Inc. Russell Pike, who was the CEO of Xyience Inc was recently convicted of tax evasion. Read about it here and here. Read more about Russell Pike's long history of fraud and deceit here including serving 5 years for money laundering. Russell Pike was allegedly involved in setting up Global Business Marketing Inc and Mainstream Ventures, Inc through Lindsey Pinapfel and was pulling the strings for the company before its assets got taken over by the recently formed Zizzazz, LLC. There are tons of investor warnings and ripoff reports about the Global Business Marketing Inc crew all over the internet.
Here is the Zizzaz website.
And here is a picture of the Zizzaz energy sticks showing up in a picture with Paris Hilton at her 29th birthday party at the TAO restaurant and nightclub in Las Vegas in February of 2010.
The Zizzaz, LLC balance sheet showed $16,090 in cash, $77,051 in inventory, and no sales. Hardly worth the $1,000,000 price tag, but the acquisition probably wasn't about that, it was probably about setting up certain individuals for future enrichment through share sales.
Gregg E. Jaclin, Esq., Anslow & Jaclin LLP acted as the legal counsel for the agreement and became the new legal counsel for the TKSS shell following the agreement.
Upon the signing of the agreement, Jorge Nelson took over as the president and CFO of the TKSS shell. The original CEO, Matthew Howell agreed to cancel 1,578,000 of his 2,000,000 shares in exchange for some assets (what assets are not made clear). Another 80,000 of Howell's shares were purchased by Jorge Nelson for $800 ($.01/share).
That left Matthew Howell with 342,000 shares, Jorge Nelson with 80,000 shares and some unnamed private investors with 335,000 shares for a total of 757,000 shares outstanding.
On April 16, 2012, an authorized share increase from 50,000,000 to 250,000,000 was approved along with the authorization of 50,000,000 preferred shares, and a name change to Premier Brands, Inc. Though according to the Wyoming SOS, the authorized share increase appears to have already taken place back on November 8, 2011. The name change amendment was filed with the Wyoming SOS on June 5, 2012.
The last Quarterly Report for the period ending February 29, 2012 showed that inventory had risen to $80,664 and $927 in profits were realized.
And that brings us to the 70:1 forward split which was executed on June 8, 2012. That brought the outstanding share count up to 52,990,000.
Following the 70:1 forward split, Matthew Howell now has 23,940,000 shares which ended up costing him $4,200 ($.000175/share), Jorge Nelson now has 5,600,000 shares which ended up costing him $800 ($.000142/share), and some unnamed private investors now have 23,450,000 shares which ended up costing $6,700 ($.000285/share).
Between the criminal histories of many of the people involved in TKSS in the background, all of the super cheap insider owned shares, and the $1,3500,000 in promissory Notes that can convert into shares at $.007/share, there are lots of reasons to watch for paid promotions down the road.
With a current trading price of $.495/share that gives TKSS a market value of $26,230,050. Pretty good for a company that has only realized $927 in profits so far and is indebted over $1,350,000.
A symbol change will be on the way as soon as the forward split shares clear. Then watch for the press releases and probably a paid promotion some time after that.
Premier Brands Inc (BRND)
We put out our first research report on BRND way back on June 10, 2012. BRND came ripe with a 70:1 forward split and a $1,000,000 debt Note setting insiders up for lots of future riches.
BRND has done plenty of marketing including several youtube videos using famous names and a nice photo of Paris Hilton using their product, but they have yet to really go after the investor community.
Other updates since the July 10, 2012 report includes a change in CEO. On July 20, 2012, Rosario Piacente resigned as the CEO and promoted the CFO, Jorge Olson, to fill the position. More information can be found about Jorge Salvador Olson at his website found here. Through his company, Cube17 Inc, Jorge Olson wrote the book "Build Your Beverage Empire".
Jorge Olson also runs his own Beverage Consulting website found here which now links out to Premier Brands Inc (BRND). Cube17 Inc/Jorge Olson shares the same address as BRND - 4364 Bonita Road No. 424, Bonita, CA 91902.
And a new $250,000 Promissory Note dated June 26, 2012 showed up as an exhibit to the last 10Q. I believe this $250,000 Note also has a conversion rate of $.007/share. The four owners ($50,000/each of the $250,000 Note) is unclear. Maybe this Note is some how directly involved in covering the costs of a future paid promotion.
Sales for the 3 months ending March 31, 2012 totaled $107,483, but the cost of sales totaled $123,167 making the first quarter of the BRND business a non-profitable business, and that doesn't even take into consideration the operating costs which totaled $175,604 making the net loss on the quarter $191,288.
It is hard to say if BRND will be promoted (I expect that it most definitely will) and if it does get promoted whether that promotion will be a success. With 23,450,000 free trading shares, over $1,350,000 in promissory Notes that can convert into shares at $.007/share, some star power, and the criminal backgrounds of some of the players involved, there are lots of reasons to watch for paid promotions down the road. Maybe the press release after hours today will be the first step towards that future promotion. We'll be keeping a close eye on BRND.