Filing Details

Accession Number:
0001078782-17-000366
Form Type:
13G Filing
Publication Date:
2017-03-28 16:32:02
Filed By:
Southridge Partners Ii Lp
Company:
Preferred Restaurant Brands Inc. (OTCMKTS:PRBI)
Filing Date:
2017-03-28
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Southridge Partners II 5,141,244 5,141,244 5,141,244 5,141,244 10. 9.99%
Filing


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934





PREFERRED RESTAURANT BRANDS, INC.

(Name of Issuer)

 

Common Stock, par value $0.001

(Title of Class of Securities)

 

740391107

(CUSIP Number)

 

March 15, 2017

(Date of Event which Requires Filing of this Statement)



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 disclosures provided in a prior cover page.


The information required on 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. 740391107

 

13G

 

Page 1 for 4

 

 

 

 

 


 

 

 

 

 

1.

 

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Southridge Partners II LP
52-2090686

  

 

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)          .
(b)      X .

 

 

 

3.

 

SEC USE ONLY
 

 

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION
 

Delaware

  

 

 


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

5.

 

SOLE VOTING POWER
5,141,244 

  

 

6.

 

SHARED VOTING POWER
5,141,244

  

 

7.

 

SOLE DISPOSITIVE POWER
5,141,244

 

 

8.

 

SHARED DISPOSITIVE POWER
5,141,244

   


9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  

 

 

10.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)          .

   

 

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%

 

 

 

12.

 

TYPE OF REPORTING PERSON (see instructions)
PN

  

 

 

 

 

 

 

 

 





 

 

 

 

 

CUSIP No. 740391107

 

13G

 

Page 2 for 4

 

 

 

 

 

ITEM 1.


 

(a)

Name of Issuer

Preferred Restaurant Brands, Inc.

 

 

 

 

(b)

Address of Issuers Principal Executive Offices

4033 South Dean Martin Drive, Las Vegas, NV. 89103


ITEM 2.


 

(a)

Name of Person Filing

Southridge Partners II LP

 

 

 

 

(b)

Address of the Principal Office or, if none, residence

90 Grove Street, Ste. 108, Ridgefield CT 06877

 

 

 

 

(c)

Citizenship

United States of America

 

 

 

 

(d)

Title of Class of Securities

Common Stock, Par Value $0.001

 

 

 

 

(e)

CUSIP Number

740391107


ITEM 3.  IF THIS STATEMENT IS FILED PURSUANT TO §§240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:


 

(a)

      .

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

 

 

 

 

(b)

      .

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

 

 

 

 

(c)

      .

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

 

 

 

 

(d)

      .

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

 

 

 

 

(e)

      .

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

 

 

 

 

(f)

      .

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

 

 

 

 

(g)

      .

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

 

 

 

 

(h)

      .

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

 

 

 

 

(i)

      .

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 (15 U.S.C. 80a-3);

 

 

 

 

 

(j)

      .

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

 





 

 

 

 

 

CUSIP No. 740391107

 

13G

 

Page 3 for 4

 

 

 

 

 

ITEM 4.  OWNERSHIP.


Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


 

(a)

Amount beneficially owned: Reporting Person holds a convertible promissory note in the principal amount of $10,800.00, plus accrued interest (the Promissory Note).  Reporting Person has the right to convert such Promissory Note into the Issuers common stock. The Promissory Note may not be converted into common stock such that the Reporting Person would beneficially own more the 9.99% of the Issuers common stock at any given time.  Report Person is the beneficial owner of 5,141,244 shares of common stock.  Reporting Person disclaims beneficial ownership of the Issuers securities held by any other person or entity.

 

 

 

 

 

(b)

Percent of class:    9.99%

 

 

 

 

 

(c)

Number of shares as to which the person has:  

 

 

 

 

 

 

(i)

Sole power to vote or to direct the vote:  5,141,244

 

 

 

 

 

 

(ii)

Shared power to vote or to direct the vote:  5,141,244

 

 

 

 

 

 

(iii)

Sole power to dispose or to direct the disposition of:  5,141,244

 

 

 

 

 

 

(iv)

Shared power to dispose or to direct the disposition of:   5,141,244


ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.


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           ..


ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.


N/A


ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.


N/A


ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.


N/A


ITEM 9.  NOTICE OF DISSOLUTION OF GROUP.


N/A




 

 

 

 

 

CUSIP No. 740391107

 

13G

 

Page 4 for 4

 

 

 

 

 


ITEM 10.  CERTIFICATION.


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.


Southridge Partners II LP


/s/ Stephen Hicks                               


By:  Stephen Hicks


Its:  Manager of the General Partner


Date:  March 15, 2017