UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 10-K

~~|X| ANNUAL REPORT UNDER SECTION 13 OR 15~~(d)Mark ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~One)

~~For~~x ~~the~~ANNUAL ~~fiscal~~REPORT ~~year~~UNDER ~~ended:~~SECTION ~~August~~13 ~~31,~~OR ~~2010~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

orFor the fiscal year ended August 31, 2012

~~|_|~~ o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~________________~~___________ to ~~__________________~~___________

Commission ~~File~~file ~~Number~~number 000-54294

~~TRACKSOFT~~Premier ~~SYSTEMS~~Brands, ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Wyoming	~~27-0938396~~	272300669
State of Incorporation	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
112 North Curry Street Carson City, Nevada	89703
4364 Bonita Road, No. 424, Bonita, California 91902
(Address of principal executive offices)	(Zip Code)
(Address of principal executive offices and Zip Code)

~~Registrant’s telephone number, including area code~~ (~~520~~888) ~~424-5262~~276 5688

~~Securities registered under Section 12~~ (b)Registrant’s oftelephone ~~the~~number, ~~Exchange~~including ~~Act:~~area ~~None~~code)

Securities registered under Section 12(g) of the Exchange Act: Common Stock

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class registered:	Name of each exchange on which registered:
None	None

Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $ 0.001per share (Title of class)

~~(Title~~Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of ~~class)~~the Securities Act. Yes o No x

Indicate by check mark if the registrant is anot ~~well-known~~required ~~seasoned~~to ~~issuer,~~file asreports ~~defined~~pursuant byto ~~Rule~~Section ~~405~~13 or Section 15(d) of the Act. Yes o No x

~~Securities~~Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 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~~ ~~[ ]~~ Yes x No ~~[X]~~o

Indicate by check mark whether the registrant ishas ~~not~~submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to ~~file~~be ~~reports~~submitted and posted pursuant to ~~Section~~Rule 13405 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

15Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (d)§ 229.405 of this chapter) is not contained herein, and will not be contained, to the ~~Act.~~best ~~Yes~~of ~~[ ]~~registrant’s Noknowledge, ~~[X]~~in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant ~~(1)~~is ~~has~~a ~~filed~~large ~~all~~accelerated ~~reports~~filer, ~~required~~an toaccelerated befiler, ~~filed~~an byaccelerated ~~Section~~filer, 13a ornon-accelerated 15filer, ~~(d) of the Securities Exchange Act of 1934 during the preceding 12 months (~~or ~~for~~a ~~such~~smaller ~~shorter~~reporting ~~period~~company. See ~~that~~ the ~~registrant~~definitions ~~was~~of ~~required~~“large toaccelerated ~~file~~filer,” ~~such~~“accelerated ~~reports),~~filer” and ~~(2)~~“smaller ~~has~~reporting ~~been~~company” ~~subject~~in toRule ~~such~~12b-2 ~~filing~~of ~~requirements for~~ the ~~past~~Exchange ~~90 days~~Act. ~~Yes |X| No |_|~~

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~o ifAccelerated ~~disclosure~~filer ofo ~~delinquent filers in response to Item 405 of Regulation S~~Non-Kaccelerated isfiler ~~not~~(Do ~~contained herein, and will~~ not becheck ~~contained,~~if toa ~~the~~smaller ~~best~~reporting ofcompany) ~~the~~o ~~registrant’s~~Smaller ~~knowledge,~~reporting incompany ~~definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.~~x

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~shell ~~and~~company ~~posted~~(as ondefined ~~its~~in ~~corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to~~ Rule ~~405 of Regulation S~~12b-T2 ~~(§ 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~~Act). Yes ~~|X |~~ o No ~~|_|~~x

~~Indicate~~State bythe ~~check~~aggregate ~~mark~~market ~~whether~~value of the ~~registrant~~voting isand anon-voting ~~large~~common ~~accelerated~~equity ~~filer,~~held annon-affiliates: ~~accelerated~~none ~~filer,~~as aof ~~non-accelerated~~the ~~filer~~registrant’s most recently completed second fiscal quarter; $3,317,300 oras aof ~~smaller~~December ~~reporting~~10, ~~company~~2012.

~~Large~~As ~~accelerated~~of ~~filer~~December ~~[ ] Accelerated~~10, ~~filer~~2012 the ~~[ ]~~registrant ~~Non-accelerated~~has ~~filer~~52,990,000 ~~[ ]~~shares ~~(Do~~of ~~not~~common ~~check~~stock, ifpar avalue ~~smaller~~$0.001 ~~reporting~~per ~~company) Smaller~~share, ~~reporting~~issued ~~company~~and ~~[X]~~outstanding.

~~Indicate~~Documents Incorporated by ~~check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes |X] No |_|~~Reference

~~As of November 17, 2011, the registrant had 2,335,000 shares issued and outstanding and the aggregate value of voting and no-voting common equity held by non-affiliates was $3,350~~None.

TABLE OF CONTENTS

Item 1. Business 3 Item 1A. Risk Factors 3 Item 1B. Unresolved Staff Comments 4 Item 2. Properties 4 Item 3. Legal Proceedings 4 Item 4. Submission of Matters to a Vote of Security Holders 4 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities 4 Item 6. Selected Financial Data 4 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 4 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 8 Item 8. Financial Statements and Supplementary Data 8 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 21 Item 9A. Controls and Procedures 21 Item 9A. 22 Item 9B. Other Information 23 Item 10. Directors, Executive Officers, and Corporate Governance. 23 Item 11. Executive Compensation 24 Item 12. Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters 25 Item 13. Certain Relationships and Related Transactions and Director Independence 26 Item 14. Principal Accountant Fees and Services 26 Item 15. Exhibits 26 SIGNATURES 27

Item Number and Caption		Page

PART I

Item 1.	Business	1

Item 1A.	Risk Factors	6

Item 1B.	Unresolved Staff Comments	12

Item 2.	Properties	12

Item 3.	Legal Proceedings	12

Item 4.	Mine Safety Disclosures	12

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	12

Item 6.	Selected Financial Data	13

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	22

Item 8.	Financial Statements and Supplementary Data	23

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	51

Item 9A.	Controls and Procedures	51

Item 9B.	Other Information	52

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	52

Item 11.	Executive Compensation	54

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	55

Item 13.	Certain Relationships and Related Transactions, and Director Independence	56

Item 14.	Principal Accountant Fees and Services	58

PART IV

Item 15.	Exhibits, Financial Statement Schedules	60

SIGNATURES		62

2CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K 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 Annual Report on Form 10-K.

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.

USE OF CERTAIN DEFINED TERMS

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:

●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
●	“Howell” refers to Matthew Howell, our former principal shareholder prior to Assets Acquisition (as defined below);
●	“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

~~Item~~ITEM 1. ~~Business~~BUSINESS.

Business Overview

~~TrackSoft~~We ~~Systems,~~are ~~Inc.~~a ~~(“Company”,~~consumer ~~“we”~~goods ~~and~~incubator ~~“our”)~~in ~~was organized on March 30, 2010 under~~ the ~~laws~~business of ~~the~~creating, ~~State~~acquiring ~~of Wyoming for the purpose of developing a construction project management software package. The Company currently has limited operations~~ and, inmarketing ~~accordance~~consumer ~~with~~packaged ~~ASC 915 “Development Stage Entities~~goods,” isprimarily ~~considered~~beverages ~~a Development Stage Enterprise. The Company has not yet implemented its business model~~ and ~~to date has generated no revenues~~nutraceuticals.

~~The~~We ~~Company~~sell ~~intends~~beverages toand ~~develop~~nutraceutical ~~internet~~products ~~based~~with ~~software~~our ~~that~~own ~~will~~Zizzaz ~~automate~~brand ~~project~~and ~~management~~third-party ~~workflow~~manufactured ~~allowing~~beverages ~~project~~and ~~managers~~nutraceutical products to retail stores including brand name stores such as 7-Eleven, ~~supervisors~~Circle K, ~~coordinators~~Valero, ~~vendors~~Walgreens, Arco AM/PM, Shell, and ~~customers~~we toalso ~~view~~distribute inbeverages ~~real~~and ~~time~~nutraceutical ~~the~~products ~~progress~~through distribution companies and ~~specific~~brokers ~~scheduling~~and ofwholesalers. aWe ~~multistage~~also ~~project~~provide consulting services to consumer packaged goods companies on product placement and distribution.

~~The~~We ~~Company’s~~own ~~ability~~energy ~~to commence operations is entirely dependent upon the proceeds to be raised in its offering filed with the SEC on October 12, 2010~~ and ~~deemed~~vitamin ~~effective~~drink onproducts ~~December~~under ~~6, 2010. If~~ the ~~Company~~name ~~cannot~~Zizzaz ~~raise~~including atZizzaz ~~least~~Energy ~~the minimum offering amount~~Mix, weZizzazz ~~will~~Extreme ~~be unable to establish a base of operations~~Formula, without which it will be unable to begin to generate any revenues in the future. If we do not produce sufficient cash flow to support its operations over the next 12 months, the Company will need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern. There are no formal or informal agreements to attain such financing. We cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for operations to continue and ~~any~~Kidzazz ~~investment~~Kids ~~made by an investor would be lost in its entirety~~Vitamins.

WeOur ~~have~~Corporate ~~only~~History ~~two Officers~~ and one Director. They are responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, they will be responsible for the administration of the controls. Should they not have sufficient experience, the may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the Securities and Exchange Commission which ultimately could cause you to lose your investment.Background

WePrior ~~do not expect~~ to ~~incur~~Acquisition research and development costs within the next twelve months (12). We currently do not own any significant plant or equipment that it would seek to sell in the near future. Management does not anticipate the need to hire employees over the next twelve (12) months. Currently, the Company believes the services provided by its officers and director appears sufficient at this time. The Company has not paid for expenses on behalf of ~~any~~Zizzaz ~~director.~~Assets

~~Plan~~We were incorporated under the laws of ~~Operations~~the Wyoming on March 30, 2010. From inception until the closing of the Acquisition of Zizzaz Assets (as discussed below), we sought to develop 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 had no revenue and our operations were limited to capital formation, organization and development of our business plan.

ToAcquisition ~~date, our business activities have been limited to maintaining our reporting requirements and attempting to raise capital through our registered offering for the furtherance~~ of ~~our~~Zizzaz proposed business plan. We must raise additional capital to support our ongoing existence while we attempt to develop our business. We cannot assure you that we will be able to complete additional financings successfully and failure to do so would result in business failure and a complete loss of any investment made into the Company.Assets

WeOn doFebruary ~~not~~26, ~~expect~~2012 to(the ~~purchase~~“Closing orDate”), ~~sell~~we ~~plant~~completed oran ~~significant~~assets ~~equipment~~acquisition whereby we acquired all of the assets of Zizzaz in exchange for the ~~next~~issuance ~~twelve~~of ~~months~~promissory notes (the “Assets Acquisition Notes”), convertible into shares of our common stock, $0.001 par value at a per share conversion price of $0.50, in the amount of $1,000,000.00 to the Zizzaz Members (the “Zizzaz Assets Acquisition”). Upon the distribution of Forward Stock Split shares (as discussed below), the conversion price of the Assets Acquisition Notes immediately following the Forward Stock Split shall be adjusted to $0.00714 per share.

~~Item~~Zizzaz 1Awas 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. ~~Risk~~In ~~Factors~~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.

WeIn ~~are~~connection awith ~~smaller~~the ~~reporting~~Zizzaz ~~company~~Assets Acquisition, Rosario Piacente resigned as ~~defined~~President, byChief ~~Rule~~Financial ~~12b-2~~Officer, and Secretary of the ~~Exchange~~Company, ~~Act~~effective ~~and~~on ~~are~~the ~~not~~Closing ~~required~~Date. Also toeffective ~~provide~~on the ~~information~~Closing ~~required~~Date, ~~under~~Jorge ~~this~~Olson ~~item~~was elected to be a member of our Board of Directors. In addition, our Board of Directors appointed Mr. Olson as our President, Chief Financial Officer, and Secretary.

As a result of the Zizzaz Assets Acquisition, we ceased our prior operations, and we now operate as a consumer goods incubator in the business of creating, acquiring and marketing consumer packaged goods, primarily beverages and nutraceuticals.

Sales of TrackSoft Assets

On the Closing Date and prior to the Zizzaz Assets Acquisition, we entered into an agreement of sale (the “Agreement of Sale”) with Howell pursuant to which we sold to Howell certain assets of TrackSoft in exchange for a cancellation of a total of 1,578,000 shares (110,460,000 shares after adjustment in accordance to the Forward Stock Split discussed below) of our common stock held by Howell).

Financing Transaction

$350,000 Note Offering in February 2012

On the Closing Date and immediately following the Zizzaz Assets Acquisition, we completed a private offering of promissory notes (the “February Financing Note”), convertible into shares of our common stock, $0.001 par value at a per share conversion price of $0.50. The aggregate purchase price of the notes was approximately $350,000. Upon the distribution of Forward Stock Split shares (as discussed below), the conversion price of the February Financing Notes immediately following the Forward Stock Split shall be adjusted to $0.00714 per share.

$50,000 Note Offering in June 2012

On June 26, 2012 we issued promissory notes in the aggregate principal amount of $50,000 and received the proceeds in full on July 12, 2012 (the “June Financing Note”). The June Financing Note has 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, subject to adjustments upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

$40,000 Note Offering in September 2012

On September 27, 2012 we issued promissory notes in the aggregate principal amount of $40,000 (the “September Financing Note”). The September 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 holders are entitled to convert any portion of the outstanding and unpaid amount at any time on or after the issuance date, at $0.20 per share, subject to adjustments upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

$50,000 Note in October 2012

On October 23, 2012 we issued a promissory note in the aggregate principal amount of $50,000 (the “October Financing Note”). The October Financing Note has identical terms as September Financing Note.

$30,000 Note Offering in December 2012

On December 4, 2012 we issued promissory notes in the aggregate principal amount of $30,000 (the “December Financing Note”). As of this report, we received proceeds of $15,000. The December Financing Note has identical terms as September Financing Note.

The foregoing description of the September Financing Note is qualified in their entirety by reference to the provisions of the form of September Financing Note filed as Exhibits 4.4 to this Report, respectively, which are incorporated by reference herein.

Certain Corporate Actions

Name Change and Change of Capital Stock

On May 23, 2012, we 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.” (the “Articles of Amendment”).

The Articles of Amendment became effective on May 30, 2012 upon such amendment accepted for filing by the Secretary of State of the State of Wyoming.

Forward Stock Split

On May 23, 2012, upon the approval of increase of authorized shares of our common stock, our board approved a seventy-for-one split, by means of share dividends, of all of the issued and outstanding shares of the Company’s common stock held by the shareholders of record on May 23, 2012 (the “Forward Stock Split”).

Our Strategy

Our objective is to become a premier distributor of beverages and nutraceutical products of our own brand and third-party manufacture through diversified channels including retail stores, distribution companies, brokers, and wholesalers. Key elements of our strategy include the following:

Owning Consumer Good Brands. We believe owning consumer good brands is critical to our success as beverages and nutraceutical products distributor. We own the brand Zizzazz line of products including Zizzazz Energy Mix, Zizzazz Extreme Workout Formula and Kidzazz. We intend to develop new product lines in the future including vitamin shots and energy shots.

Owning Distribution Companies. In addition to owning consumer good brands, we believe acquiring distribution companies is the key to our business. We intend to acquire distribution companies and we plan to look for acquisition opportunities small Mexican product distributors around the country once we secure additional source of capital.

Joint Ventures with Other Consumer Goods Manufacturers. We have started cooperation with Made Me Drinks, Inc. in 2012 for exclusive distribution rights worldwide at a retail channel level. We also intend to approach different beverage, nutraceutical and Mexican consumer goods manufacturers to engage in joint ventures that allow us to market their products and provide them with marketing and promotion services.

Our Products

We sell beverages and nutraceutical products with our own Zizzaz brand and third-party manufactured beverages and nutraceutical products.

~~Item~~Zizzaz ~~1B. Unresolved Staff Comments~~Products

We ~~are~~own ~~a smaller reporting company as defined by Rule 12b-2 of the Exchange Act~~ and ~~are~~distribute ~~not required to provide~~ the ~~information~~following ~~required~~Zizzaz ~~under~~brand ~~this item~~products.

~~Item~~● 2Zizzazz Energy Mix. ~~Properties~~A powdered mix in a stick pack priced to consumers at $0.99 per stick and sold to retailers in a counter display. The product has a caffeine and vitamin mix that gives the consumer a energy after they mix it in a bottle of water and drink it.

We● doZizzazz ~~not~~Extreme ~~own~~Formula. ~~any~~A ~~real~~powdered ~~estate~~mix orin ~~other~~a ~~properties~~stick ~~and~~pack ~~have~~priced ~~not~~to ~~entered~~consumers ~~into~~at ~~any long term lease or rental agreements for property~~$1.99 ~~Our~~per ~~business~~stick ~~office~~and issold ~~located~~to atretailers ~~2820~~in ~~North~~a ~~Pinal~~counter ~~Ave~~display., ~~Ste~~The ~~12-92~~product ~~Casa Grande, AZ 85222. Our telephone number~~ is ~~(520)~~used ~~424-5262~~before ~~and~~a ~~our~~workout ~~fax number is (520) 374-2613. Management believes that its present office facilities are sufficient~~ to ~~accommodate~~give ~~our~~the ~~business~~customer ~~requirements~~vitamins ~~up to~~ and ~~until~~caffeine ~~such~~necessary ~~time~~for ~~that~~an weintense ~~begin operations~~workout.

~~Item~~● 3Kidzazz Kids Vitamins. ~~Legal~~A ~~Proceedings~~powdered mix in a stick pack priced to consumers at $0.99 per stick and sold to retailers in a counter display. The product is a multivitamin mix used by kids by mixing it with water.

● We ~~are~~have ~~not~~commenced anegotiations ~~party~~with toMake ~~any~~Me ~~material~~Drinks, ~~legal~~Inc. ~~proceedings~~ and towe ~~our~~anticipate ~~knowledge~~obtaining noexclusivity ~~such~~rights ~~proceedings~~to ~~are~~distribute ~~threatened~~Make orMe ~~contemplated~~vitamin byC ~~any~~and ~~party~~Make Me multivitamins.

No● ~~director,~~Make ~~officer,~~Me orVitamin ~~affiliate~~C. ofA ~~the~~powder ~~issuer~~mix ~~and~~in noa ~~owner~~stick ofpack ~~record~~providing or1,00 ~~beneficiary~~milligrams of ~~more~~vitamin ~~than~~C 5%to of the ~~securities~~consumer. ofThe ~~the~~product ~~issuer, or any security holder~~ is apackaged ~~party~~in ~~adverse~~counter todisplays ~~the~~of ~~small~~40 ~~business~~and ~~issuer~~50 orper ~~has a material interest adverse to the small business issuer~~display.

~~Item~~● 4Make Me Multivitamin. ~~Submission~~A ofpowdered ~~Matters~~mix toin a ~~Vote~~stick pack providing multivitamins including vitamin c, vitamin b, and vitamin a to the consumer. The product is packaged in counter displays of ~~Security~~40 ~~Holders~~and 50 per display.

~~None~~We plan to manufacture our proprietary products in co-packing facilities owned and operated by third parties who also provide the raw materials for production.

~~Item~~Third-Party ~~5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities~~Product

~~The~~We ~~Company’s~~currently ~~common~~represent ~~shares~~approximately ~~are~~18 ~~currently~~brands, ~~quoted~~including onPeople’s ~~the~~Juice ~~OTC~~and ~~exchange~~Tea ~~under~~Corporation ~~the~~that ~~symbol~~offers ~~TKSS.~~natural Asand oforganic ~~August~~juice 31beverages, ~~2011,~~Zimbi ~~the~~Beverages ~~Company~~that ~~had~~offers ~~thirty-two~~natural ~~(32)~~fruit ~~active~~beverages ~~shareholders~~for ofkids ~~record.~~in ~~The~~a ~~Company~~patented ~~has~~rocket ~~not~~ship ~~paid~~shaped ~~cash~~container, ~~dividends~~ and People ~~has~~Water nothat ~~outstanding~~offers ~~options~~high orend ~~warrants~~natural spring water.

~~Item~~Consulting ~~6. Selected Financial Data~~Service

We ~~are~~also aprovide ~~smaller~~consulting ~~reporting~~services ~~company~~to asconsumer ~~defined~~packaged bygoods ~~Rule~~companies ~~12b-2~~on ofproduct ~~the~~placement ~~Exchange~~and ~~Act~~distribution. ~~and~~We ~~are~~introduce ~~not~~these ~~required~~companies to ~~provide~~distributions ~~information~~and ~~required~~retailers ~~under~~and ~~this~~receive ~~item~~commissions in return.

Industry

~~Item~~The 7.primary ~~Management’s~~industry ~~Discussion~~for our business is convenience stores retailing and ~~Analysis~~wholesaling of ~~Financial~~drug, ~~Condition~~cosmetic and ~~Results~~toiletry products. The United States population is aging, which drives demand for prescription drugs and helps maintain sales growth. Generic drug use, although generating lower sales, helps boost profit margins. Consolidation in the industry has also helped reduce costs and thereby maintained profitability. Companies in this industry benefit from the essential nature of ~~Operations~~the broad spectrum of pharmaceuticals, which keeps demand reasonably consistent. This industry is extremely competitive with companies of all sizes entering the market every year.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.Competition

~~This~~We will ~~report~~compete ~~contains~~with ~~forward~~a ~~looking~~variety ~~statements~~of ~~relating~~players toin ~~our~~the ~~current~~industry, ~~view~~such ofas ~~future~~large ~~economic~~companies ~~performance,~~ like P&G which control most of the ~~plans~~categories in retail stores. We will be directly competing against with smaller players like NVE Pharmaceuticals and ~~objectives~~Hi-Tech ofPharmaceutical ~~management~~competing. ~~for~~Both ~~future~~competitors ~~operations,~~sell ~~projections~~to ofconvenience ~~revenue mix~~ stores and ~~other~~ ~~financial~~even ~~items~~mass ~~that~~retail. ~~are based~~Both oncompetitors ~~the~~sell ~~beliefs~~through ~~of,~~small asdistributors ~~well~~and aswholesalers ~~assumptions~~like ~~made by~~ mclane and ~~information~~ ~~currently known to~~Coremark, ~~our management. The~~ ~~words~~and ~~"expects,~~both ~~intends,~~competitors ~~believes,~~are ~~anticipates,~~listed ~~may,~~as ~~could~~official suppliers in large c-store chains like 7-Eleven, ~~should"~~Arco AM/PM and ~~similar~~Circle ~~expressions~~K. We believe both NVE and ~~variations~~High-Tech ~~thereof~~have ~~are~~gained ~~intended~~advantages toin ~~identify~~distribution ~~forward-looking~~into ~~statements~~both convenience stores and pharmacy. ~~The~~ ~~cautionary~~We ~~statements~~will ~~set~~compete ~~forth~~not ~~in this~~only ~~section~~to ~~are~~distributors, ~~intended~~but also general energy product makers, such as 5 hour energy and small regional players providing energy products and vitamins. Our positioning will be to ~~emphasize~~compete ~~that~~with ~~actual~~better ~~results~~products ~~may~~and ~~differ~~better ~~materially~~packaging ~~from~~with ~~those~~a ~~contained~~personalized inservice ~~any~~to ~~forward~~wholesalers ~~looking~~and ~~statement~~distributors.

Competitive Advantages

We believe that we will enjoy the following competitive advantages: product, package, merchandising, channels and marketing.

Product. Our products include vitamins and powdered mixes and new age beverages such as energy drinks, energy shots and functional beverages. We look for mass market appeal products that are original and not just another copy in the category. These products include powder mixes such as the Zizzazz and Make Me Drinks line of vitamins and nutraceuticals.

Package. Package is uniquely distinct as it targets single-serve consumers shopping at convenience stores. Our package is made to look as an impulse buy item to attract the consumer not just in function but as an “impulse buy”.

~~Our auditor’s report on our August 31, 2011 financial statements expresses an opinion that substantial doubt exists as to whether we can continue as an ongoing business~~Merchandising. ~~Since~~Merchandising ~~our~~will ~~sole director may~~ be ~~unwilling~~at orthe ~~unable~~checkout tocounter ~~loan~~in orconvenience ~~advance~~stores usand ~~additional~~on-the-shelve ~~capital,~~at wemajor ~~believe~~large ~~that~~mass ifretail westores, do not ~~raise~~in ~~additional~~the ~~capital~~back ~~over~~of the ~~next~~store 12on ~~months, we may be required to suspend or cease~~ the ~~implementation of our business plans~~shelve. ~~See “August 31, 2011 Audited Financial Statements - Auditors Report.”~~

AsChannels. ~~the~~Convenience ~~company~~stores ~~has~~in ~~been~~the ~~issued~~country anand ~~opinion~~Mexico byare ~~its~~primary ~~auditors~~channel. ~~that~~There ~~substantial~~are ~~doubt~~more ~~exists~~than as400,000 tosuch ~~whether~~retail outlets in the ~~company~~country ~~can~~and ~~continue~~in asMexico. aMost ~~going~~products ~~concern,~~sell itat ~~may~~pharmacy beand ~~difficult~~supermarket ~~for~~were ~~the~~we ~~company~~will totarget ~~attract~~convenience ~~investors~~stores with impulse buy displays.

AtMarketing. ~~the~~Each ~~present~~product ~~time,~~is wemarketed ~~have~~independently ~~not~~of ~~been~~the ~~able~~others toas ~~raise~~a ~~any~~name ~~additional~~brand ~~cash~~using toan ~~support~~in-store ~~our~~promotions ~~planned~~and ~~operations.~~grass Ifroots weapproach. ~~are~~Marketing ~~unable~~is tomostly ~~raise~~done ~~the~~alongside ~~cash~~distributors ~~needed~~and toin ~~support~~the ~~our~~actual ~~operations,~~retail westores. ~~will~~Once ~~either~~a ~~suspend~~particular product ~~development~~reaches ~~and~~more ~~marketing~~than ~~activities~~half ~~until~~of wepenetration dointo ~~raise~~a ~~the~~market ~~cash,~~more oraggressive ~~cease~~marketing ~~operations~~and ~~entirely.~~advertising ~~Other~~of ~~than~~the asbrand ~~described~~will ~~in this paragraph, we have no other financing plans~~follow.

WeJoint ~~anticipate~~Ventures. ~~that~~We ~~our~~position ~~current~~ourselves ~~cash~~as ~~and~~an ~~cash~~incubator ~~equivalents~~of ~~and~~new ~~cash~~brands. ~~generated~~We ~~from~~believe ~~operations,~~we ~~if any,~~ will beenjoy ~~insufficient to satisfy our liquidity requirements for at least~~ the ~~next~~advantage 12of ~~months.~~being ~~We will require additional funds prior to such time and~~ the ~~Company~~front ~~will seek to obtain theses funds by selling additional capital through private equity placements, debt or other sources~~ of ~~financing.~~assessing Ifnew webrands ~~are~~and ~~unable~~choosing ~~to obtain sufficient additional financing, we may be required to reduce~~ the ~~scope~~best ofproducts ~~our~~with ~~planned operations~~sales, ~~which~~funding ~~could~~and ~~harm our business~~support, ~~financial condition~~ and ~~operating~~joint ~~results.~~venture ~~Additional funding~~ to ~~meet~~place ~~our~~those ~~requirements~~products ~~may~~into ~~not~~distribution bethrough ~~available~~their onvast ~~favourable terms, if at all~~channels.

~~Liquidity and Capital Resources~~Distribution

~~Since~~We ~~inception~~plan ~~we have relied upon the sale of equity capital~~ to ~~fund~~distribute ~~our~~products ~~business. To~~through ~~date~~retail ~~we have raised approximately $11~~stores,~~700~~ ~~through~~distribution ~~the sale of our common stock. We have had no revenues from business operations and have accumulated a deficit of $12~~companies,~~200~~ ~~since inception. Furthermore~~brokers, ~~we have not commenced our planned principal operations. Our future is dependent upon our ability to obtain equity~~ and~~/or~~ ~~debt financing and upon future profitable operations from the development of our business plan, of which we can provide no assurance we will be successful in accomplishing~~wholesalers.

~~There~~Retail ~~is no historical financial information about us upon which to base an evaluation of our performance~~Store. We ~~are a development stage company and~~ have ~~not~~began ~~generated~~establishing ~~any~~relationships with ~~revenues~~retail ~~from~~stores ~~activities. We~~including ~~cannot~~mass ~~guarantee~~retail ~~that~~accounts wesuch ~~will~~as beKroger, ~~successful~~Wal-Mart, inCostco, ~~our~~Safeway, ~~planned~~CVS, ~~business~~Walgreens, ~~activities. Our~~Target ~~business~~Supervalu, isGNC, ~~subject~~Vitamin toShop, ~~risks~~and ~~inherent~~ to aindependent ~~new~~and ~~business~~chained ~~enterprise~~convenience stores including ~~limited~~7-Eleven, ~~capital~~Circle ~~resources~~K, ~~possible~~Valero, ~~delays~~Shell, inChevron, ~~the~~Arco ~~development~~AM/PM, ~~of our products~~ and ~~possible~~many ~~cost~~other ~~overruns~~retailers ~~due~~around tothe ~~cost increases~~USA.

~~Results~~Distribution Companies. We currently utilize ten distribution companies for Zizzazz and other products we help to distribute. We intend to acquire distribution companies and we plan to look for acquisition opportunities for small Mexican product distributors around the country the first quarter of ~~Operations~~this 2013.

WeBrokers ~~did~~and ~~not~~Wholesalers. ~~earn~~We ~~any~~intend ~~revenues~~to ~~during~~establish relationships to the ~~fiscal~~largest ~~year~~distributors ~~ending~~in ~~August~~Mexico ~~31,~~selling ~~2011. During~~to ~~the~~more ~~fiscal~~than ~~year~~150,000 ~~ending~~independent ~~August~~retailers ~~31,~~as ~~2011~~well weas ~~incurred~~with ~~operating~~retailers ~~expenses~~such ofas ~~$11~~Costco,~~450~~ ~~comprised~~Wal-Mex, ofSoriana, ~~professional~~7-Eleven, ~~fees~~Extra, inOXXO, ~~the~~Circle ~~amount~~K, ofHEB, ~~$10~~Calimax,~~970~~ ~~and~~Ley, ~~office~~ and ~~administrative~~Comercial ~~expenses of $480~~Mexicana. ~~Since inception the Company has incurred operating expenses of $12,200.~~

~~Off~~Marketing ~~Balance~~and ~~Sheet Arrangements~~Sales

We docurrently ~~not~~rely ~~have~~on ~~any~~contractors ~~material~~from ~~off~~First ~~balance~~Kontact, ~~sheet~~Inc., ~~arrangements~~a ~~that~~company ~~have~~located orin ~~are~~Tijuana, ~~reasonably~~Baja ~~likely~~California, Mexico, to ~~have~~form aour ~~current~~marketing orand ~~future~~sales ~~effect~~force. onFirst ~~our~~Kontact ~~financial~~supplies ~~condition,~~us ~~changes~~with insales ~~financial~~personnel ~~condition,~~and ~~revenues~~provides orus ~~expenses~~with training services, ~~results~~technology ofand ~~operations,~~management ~~liquidity,~~support ~~capital~~to ~~expenditures~~market orand ~~capital~~sell ~~resources~~consumer packaged goods based on our instructions. The sales personnel works at the office space of First Kontact.

In the event we raise additional funding to meet our requirements, we intend to develop internet based software over the next twelve months 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. It will be completely internet based, which allows the intermediaries and customers to gain access to project documentation – on a secure internet location – anywhere/anytime. We believe this platform will be a significant benefit to operations by increasing productivity and improving profitability.Customers

We have begun to sell our products to independent convenience stores including liquor stores, gas stations and small markets as well as some name brand stores, such as 7-Eleven, Circle K, Valero, Walgreens, Arco, AM/PM, Union 76, Shell, Chevron, Vitamin Shop, GNG, and Sam’s Club. We intend to establish relationships to the largest distributors in Mexico selling to more than 150,000 independent retailers as well as with retailers such as Costco, Wal-Mex, Soriana, 7-Eleven, Extra, OXXO, Circle K, HEB, Calimax, Ley, and Comercial Mexicana.

Intellectual Property

We regard the protection of our tradenames, trade secrets and other intellectual property rights as critical to our future success. We rely on various intellectual property laws and contractual restrictions to protect our proprietary rights in products and services. We have acquired and registered our domain names with regulatory bodies in an effort to protect these intellectual property rights. It is our policy to enter into confidentiality and invention assignment agreements with our employees and contractors and nondisclosure agreements with our suppliers and strategic partners in order to limit access to and disclosure of our proprietary information. We cannot assure you that these contractual arrangements or the other steps taken by us to protect our intellectual property will prove sufficient to prevent misappropriation of our intellectual property rights.

Government regulation

We are subject to a number of laws and regulations that affect companies generally and specifically those conducting business on the internet, many of which are still evolving and could be interpreted in ways that could harm our business. Existing and future laws and regulations may impede our growth. These regulations and laws may cover processing, formulation, safety, manufacturing, packaging, labeling, advertising and distribution of our products are subject to regulation by one or more federal agencies, including the FDA, the FTC, the Consumer Product Safety Commission, the United States Department of Agriculture and the Environmental Protection Agency, and by various agencies of the states and localities in which our products are sold. It is not clear how existing laws governing issues such as property ownership, libel, and personal privacy apply to the internet, e-commerce, digital content and web services. Unfavorable regulations and laws could diminish the demand for our products and services and increase our cost of doing business.

The Company plans to develop and market our software application to prospective industrial clientele, businesses and municipalities whom would benefit from tracking in real time the progress of their project.Employees

WeAs ~~believe~~of ~~this~~the ~~application~~report, ~~will~~we behad aone ~~significant~~full ~~advantage~~time employee and no part time employees. From time to ~~project~~time, ~~managers~~we ~~by:~~may hire additional workers on a contract basis as the need arises.

-ITEM ~~Allowing~~1A. ~~vendors~~RISK to view in real time the status of the project; specifically when they are scheduled to perform work and notify them of any modifications or delays in the scheduled work; - Allow the customers to view in real time the status of their project; specifically dates and times of the different phases of work to be completed and notifications of any modifications or delays; andFACTORS.

-You ~~Provide~~should carefully consider the ~~project~~risks ~~manager~~described abelow ~~medium~~together ~~where~~with ~~they~~all ~~can~~of ~~update~~the ~~all~~other ~~involved~~information ~~parties~~included onin ~~the~~this ~~status~~Form 10-K before making an investment decision with regard to our securities. The statements contained in or incorporated herein that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the ~~project~~following inrisks ~~real~~actually ~~time~~occurs, our business, financial condition or results of operations could be harmed. In that case, you may lose all or part of your investment.

WeYou ~~believe~~should bycarefully ~~focusing~~consider on the ~~status~~risks described below together with all of the ~~project~~other information included in ~~real~~this ~~time~~report orbefore asmaking ~~close~~an toinvestment ~~real~~decision ~~time~~with asregard ~~possible~~to ~~will~~our besecurities. ~~advantages~~The ~~over~~statements ~~other~~contained ~~project~~in ~~management~~or ~~software~~incorporated ~~applications,~~herein ~~which~~that ~~generally~~are not historic facts are ~~designed~~forward-looking ~~for~~statements ~~accounting~~that ~~management~~are ofsubject ato ~~project. We~~risks ~~believe~~and ~~project~~uncertainties ~~managers~~that ~~will~~could ~~embrace~~cause ~~the~~actual ~~ability~~results to ~~have~~differ ~~vendors~~materially ~~and~~from ~~customers~~those ~~monitor~~set ~~the~~forth ~~status~~in or implied by forward-looking statements. If any of the ~~project~~following ~~though~~risks anactually ~~internet~~occurs, ~~application~~our ~~and~~business, ~~this~~financial ~~platform~~condition ~~will~~or ~~become~~results ~~increasingly~~of ~~popular~~operations ~~taking~~could ~~into~~be ~~consideration~~harmed. ~~individual’s~~In ~~desire~~that ~~for~~case, ~~quick~~you ~~and~~may ~~reliable~~lose ~~communication~~all or part of your investment.

~~The~~Risks ~~systems~~Related ~~primary function will be~~ to ~~improve~~Our the logistics of data management to a single point of reference. It is intended to eliminate verbal agreements and lengthy paper processing that slows production. Increasing production efficiencies also relates to savings in current production processes by reducing the quantity of on the job interactions.Business

~~Software~~We ~~Usability~~have a history of operating losses and there can be no assurance that we can achieve or maintain profitability.

We ~~plan~~have toa ~~develop~~history ~~the~~of ~~software~~operating tolosses ~~have~~and ~~specific~~may ~~access~~not ~~allowing~~achieve ~~both~~or ~~limited~~sustain profitability. We cannot guarantee that we will become profitable. Even if we achieve profitability, given the competitive and ~~full~~evolving ~~view~~nature of the ~~project~~industry ~~details~~in ~~depending~~which onwe ~~the~~operate, ~~users~~we ~~need~~may be unable to sustain or increase profitability and ~~the~~our ~~parties’~~failure ~~status~~to ~~with~~do ~~the~~so ~~specific~~would ~~project~~adversely affect our business, including our ability to raise additional funds.

~~Project~~Our ~~managers~~operating ~~would~~results ~~have~~may ~~full~~fluctuate ~~access~~significantly ~~to all jobs, phases,~~ and ~~supervisors~~our ~~inputs.~~stock ~~This~~price ~~admission~~could ~~would~~decline ~~allow~~or ~~viewing~~fluctuate ofif ~~comments,~~our ~~questions~~results ordo ~~disagreements~~not ~~that~~meet the ~~customer,~~expectation ~~supervisor,~~of analysts or ~~vendor may have~~investors.

~~Supervisors~~We ~~would~~expect ~~have~~to ~~limited~~experience ~~access,~~substantial ~~specific~~variations toin ~~their~~our ~~job(s)~~net sales and operating results from quarter to quarter. ~~They~~As ~~would~~a beresult ~~capable~~ of ~~viewing~~fluctuations ~~comments~~in orour ~~concerns~~revenue and operating expenses that may occur, we believe that period-to-period comparisons of our results of operations are not a ~~customer~~good indication of our future performance. It is possible that in some future quarter or ~~vendor~~quarters, ~~may~~our ~~have~~operating results will be below the expectations of securities analysts or investors. In that case, asour ~~well~~common asstock ~~all~~price ~~project~~could ~~information~~fluctuate significantly or decline.

~~Vendors~~Our ~~would~~independent ~~only~~registered ~~have~~public ~~access~~accounting tofirm ~~their~~has ~~specific~~expressed ~~phase~~doubt ofabout ~~the~~our ~~project.~~ability ~~They~~to ~~may~~continue ~~make~~as ora ~~view~~going ~~comments~~concern, orwhich ~~concerns~~may ~~that~~hinder ~~only~~our ~~supervisors~~ability ~~and~~to ~~project~~obtain ~~managers~~future ~~can see~~financing.

~~Customers~~Our ~~would~~financial ~~only~~statements as of August 31, 2012 have ~~access~~been prepared under the assumption that we will continue as a going concern. Our ability to ~~their~~continue ~~specific~~as ~~job~~a going concern is dependent upon our ability to obtain additional equity financing or other capital, attain further operating efficiencies, reduce expenditures, and, ultimately, to generate additional revenue. The ~~customers~~financial ~~would~~statements bedo ~~able~~not include any adjustments that might result from the outcome of this uncertainty. We are continually evaluating opportunities to ~~have~~raise ~~access~~additional funds through public or private equity financings, as well as evaluating prospective business partners, and will continue to ~~make~~do ~~comments~~so. ~~for~~However, ~~all~~if ~~intermediaries~~adequate funds are not available to us when we need it, and ~~all~~we ~~phases~~are unable to enter into some form of ~~the~~strategic ~~project~~relationship that will give us access to additional cash resources, ~~but~~we ~~would~~will be ~~limited~~required to ~~what~~even ~~comments~~further ~~they~~curtail ~~could~~our ~~view~~operations aswhich itwould, ~~relates~~in turn, further raise substantial doubt about our ability to ~~their~~continue ~~specific~~as ~~job~~a going concern.

~~Projected~~If ~~Process~~we offail ~~Software~~to ~~Integration~~acquire and retain additional customer, our revenue and business will be harmed.

We ~~believe~~expect ato ~~case~~acquire inadditional ~~point~~customers offor the ~~proposed~~next ~~integration~~twelve ofmonths. ~~the~~We ~~software~~must ~~into~~acquire aand ~~real~~retain ~~world~~customers ~~application~~that ~~would~~purchase beour asproducts ~~follows: After~~in ~~the~~order ~~sale~~to ofincrease arevenue ~~job~~and isachieve ~~made~~profitability. ~~the~~We ~~sales~~cannot ~~associate~~assure ~~would~~you ~~log~~that ~~on to~~ the ~~secure~~revenue ~~network~~from ~~via~~customers ~~our~~we ~~proposed~~acquire ~~website~~will atultimately ~~www.TrackSoftsystems.com~~exceed ~~and records~~ the ~~sale~~cost ~~thereby alerting all intermediaries~~ of ~~the~~acquiring ~~purchase~~customers. ~~The~~ ~~designated~~If ~~project~~consumers ~~manager~~do ~~would~~not ~~immediately~~perceive ~~confirm~~our ~~the~~products ~~supervisor(s) assigned~~ to ~~manage~~be ~~the~~of ~~job.~~high ~~Through~~value ~~the~~and ~~secure website~~quality, ~~the~~we ~~supervisor~~may ~~would~~not ~~immediately input and process each vendor that would~~ be ~~used~~able ~~and~~to ~~notify~~acquire ~~them~~or ~~immediately~~retain ofadditional ~~the~~customers. ~~request~~If ~~allowing~~we aare ~~predetermined~~unable ~~period of time for the vendor~~ to ~~confirm~~acquire ~~acceptance~~and ofretain ~~the~~additional ~~specific job~~customers ~~within~~who ~~the~~purchase ~~project. During~~our ~~the~~products ~~entirety~~in ofnumbers ~~the~~sufficient ~~project, vendor(s) would have access through the software~~ to ~~post~~grow ~~any~~our ~~questions~~business, or ~~comments~~if ~~regarding~~customers ~~the~~cease ~~task~~to ~~and~~purchase ~~input~~our ~~immediately~~products, ~~once~~ the ~~task~~revenue ~~was~~we ~~completed. This~~generate ~~would~~may ~~then~~decrease ~~allow~~and ~~for~~our ~~all~~operating ~~intermediaries~~results towill be ~~alerted~~adversely ~~when each phase of the project was done, allowing the next phase to immediately respond with their job acceptance~~affected.

~~Timing~~Our ~~for~~business ~~acceptance~~is ofhighly ~~each~~competitive. Competition ~~job/task~~presents byan ~~the~~ongoing ~~vendors~~threat ~~would~~to ~~be at~~ the ~~discretion~~success of ~~the~~our ~~project manager and would be posted within the request from the supervisor~~business.

WeThe ~~believe~~beverages ~~integration~~and ofnutraceuticals ~~our~~market ~~proposed~~is ~~software~~extremely ~~would~~competitive ~~significantly~~and ~~decrease~~we ~~the~~expect ~~amount~~competition in beverages and nutraceuticals generally, and convenience store beverages and nutraceuticals in particular, to continue to increase. A number of ~~time~~beverages ~~required~~and nutraceuticals distributers that feature similar business models exist and may continue to ~~complete~~emerge. aIn ~~project~~addition to such competitors, ~~specifically~~we byexpect ~~allowing~~to ~~streamline~~increasingly ~~communications~~compete byagainst ~~all~~other ~~parties~~large ~~involved~~nutraceuticals inbusiness, ~~the~~such ~~project~~as GNC, which has launched initiatives which are directly competitive to our business. We also expect to compete against energy drink businesses that are focused on convenience store distribution.

~~Projected~~We ~~Project~~believe ~~Systems~~that ~~Management~~our ~~Functionality~~ability to compete depends upon many factors both within and beyond our control, including the following:

We● ~~plan to develop~~ the ~~software~~size ~~so users can easily view the progress~~ and ~~status~~composition of ~~the~~our ~~project. We~~customer ~~plan~~base; tothe ~~utilize~~timing ~~a “green light, yellow light,~~ and ~~red~~market ~~light”~~acceptance ~~visual diagram~~ of ~~any~~products ~~given~~we ~~production~~distribute, ~~whereby~~including ~~each~~the ~~job~~developments ~~will list vendors~~ and ~~supervisors~~enhancements ~~and~~to ~~display~~those aproducts ~~current~~distributed ~~status~~by ~~message~~us ~~along~~or ~~with~~our ~~a corresponding color.~~competitors;

~~“Yellow~~● ~~Light”~~selling ~~At phase 1 the initial color will show yellow meaning that the phase is not scheduled or confirmed by that phase’s vendor. The vendor creates an entry acknowledging the acceptance of the job~~ and ~~codes~~marketing ~~the box yellow signifying that it is scheduled but not completed.~~efforts;

~~“Green~~● ~~Light”~~our ~~Once~~ability ~~the task is completed by the vendor they change the light~~ to ~~green~~cost-effectively ~~signifying~~manage ~~that~~our ~~the~~operations; ~~next phase is ready to be scheduled. The supervisor would be alerted~~ and ~~have access to keep the flow continual by signifying the next phase yellow with a message to please schedule.~~

~~“Red~~● ~~Light”~~our Ifreputation ~~a problem occurs~~ and ~~the~~brand ~~process~~strength isrelative stopped then the color will be displayed as red by any individual with the exception of the customer. All “lighted boxed would be labeled with the most recent notes from the last intermediary on the job. The benefits for the supervisor is the ability to ~~visual~~our ~~address red light problems first and reduce the time and effort to inform customers and vendors verbally of any status changes~~competitors.

~~Projected~~Many ~~Job~~of ~~Page~~our ~~Displays~~current and potential competitors have longer operating histories, significantly greater financial, marketing and other resources and larger customer bases than we do. These factors may allow our competitors to benefit from their existing customer base with lower customer acquisition costs or to respond more quickly than we can to new or emerging consumer needs and changes in consumer habits. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build larger customer bases or generate revenue from their customer bases more effectively than we do. Our competitors may offer products that are similar to the products we offer or that achieve greater market acceptance than the deals we offer. This could attract customers away from our websites, reduce our market share and adversely impact our revenue.

~~Supervisors~~Our ~~Page: We~~business ~~plan~~depends tosubstantially ~~develop~~on the ~~software~~continuing inefforts ~~a manner where every job would have an access page to a printable copy~~ of ~~the~~our ~~work~~senior ~~order~~management and~~/or~~ ~~blueprint,~~other akey ~~list of comments and concerns made throughout the process by each intermediary~~personnel, ~~status photos,~~ and aour ~~map~~business ofmay ~~the jobs location. We plan to have a street view map link for each project, which will~~ be ~~integrated~~severely ~~into~~disrupted aif ~~map~~we ~~that~~lost ~~can show pin point locations of all jobs. This will enable the supervisors to visual see the locations of all~~ their ~~jobs increasing productivity by reducing travel times~~services. Supervisors will also have the ability to sort their index by vendors, jobs, or color codes. We believe this will be a great benefit to them by allowing for the ability to prioritize problems and address them more quickly which would increase customer service and reduce down time.

~~Vendor~~Our ~~Page:~~future ~~The~~success ~~vendor~~heavily ~~page~~depends ~~functionality~~on ~~would~~the becontinued ~~similar~~service of our senior management and other key employees. If one or more of our senior executives are unable or unwilling to ~~the~~continue ~~supervisors’~~to ~~page~~work for us in ~~that~~their ~~they~~present ~~would~~positions, bewe ~~able~~may have to ~~view~~spend ~~all~~a ~~their~~considerable ~~specific~~amount ~~jobs~~of time and ~~sort~~resources ~~their~~searching, ~~information~~recruiting, ~~accordingly.~~and ~~This~~integrating the replacements into our operations, which would ~~provide~~substantially ~~the~~divert ~~vendor(~~management’s) ~~with~~attention ~~the~~from our business and severely disrupt our business. This may also adversely affect our ability to ~~prepare~~execute ~~for~~our ~~upcoming~~business ~~assignments~~strategy. ~~and~~Moreover, toif ~~estimate~~any ~~more~~of ~~effectively~~our ~~completion~~senior ~~times~~executives joins a competitor or forms a competing company, we may lose customers, suppliers, know-how, and key employees.

~~Customer~~Our ~~Page:~~senior ~~Customer~~management’s ~~pages would have the most~~ limited ~~access.~~experience ~~These~~managing ~~pages~~a ~~would~~publicly ~~only~~traded ~~show~~company ~~the~~may ~~blueprint,~~divert ~~and~~management’s ~~list~~attention offrom ~~scheduled~~operations ~~tasks. We believe this limited viewing would be adequate for customers by providing them information related to when~~ and ~~who~~harm ~~will~~our ~~be working on their project~~business.

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~~Item~~We ~~7A.~~may ~~Quantitative~~be unable to attract and ~~Qualitative~~retain ~~Disclosures~~qualified, ~~about~~experienced, ~~Market~~highly ~~Risk~~skilled personnel, which could adversely affect the implementation of our business plan.

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~~Item~~Our 8.business ~~Financial~~is ~~Statements~~impacted by general economic conditions and ~~Supplementary~~related ~~Data~~uncertainties affecting markets in which we operate.

General economic conditions, in particular conditions that impact consumer spending activity, could adversely impact our business. These conditions could result in reduced demand for our products, increased order cancellations and returns, an increased risk of excess and obsolete inventories and increased pressure on the prices of our products.

Difficult economic conditions could also increase the risk of extending credit to our retailers. Although we believe that our use of a commercial factor reduces such risk, the factor may at any time terminate or limit its approval of shipments to a particular customer, and the likelihood of the factor doing so may increase as a result of current economic conditions. Such an action by the factor could result in the loss of future sales to the affected customer.

Compliance with new and existing governmental regulations could increase our costs significantly and adversely affect our results of operations.

The processing, formulation, manufacturing, packaging, labeling, advertising, and distribution of our products are subject to federal laws and regulation by one or more federal agencies, including the FDA, the Federal Trade Commission (the "FTC"), the Consumer Product Safety Commission, the United States Department of Agriculture, and the Environmental Protection Agency. These activities are also regulated by various state, local, and international laws and agencies of the states and localities in which our products are sold. Government regulations may prevent or delay the introduction, or require the reformulation, of our products, which could result in lost revenues and increased costs to us.

Additional or more stringent laws and regulations of dietary supplements and other products have been considered from time to time. These developments could require reformulation of some products to meet new standards, recalls or discontinuance of some products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of some products, additional or different labeling, additional scientific substantiation, or other new requirements. Any of these developments could increase our costs significantly.

We may incur material product liability claims, which could increase our costs and adversely affect our reputation, revenues, and operating income.

As a distributor of products designed for human consumption, we are subject to product liability claims if the use of our products is alleged to have resulted in injury. Our products consist of vitamins, minerals, herbs and other ingredients that are classified as foods or dietary supplements and are not subject to pre-market regulatory approval in the United States. Our products could contain contaminated substances, and some of our products contain ingredients that do not have long histories of human consumption. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. In addition, third-party manufacturers produce many of the products we sell. As a distributor of products manufactured by third parties, we may also be liable for various product liability claims for products we do not manufacture.

We may be subject to various product liability claims, including, among others, that our products include inadequate instructions for use or inadequate warnings concerning possible side effects and interactions with other substances. Even with adequate insurance and indemnification, product liability claims could significantly damage our reputation and consumer confidence in our products. Our litigation expenses could increase as well, which also could have a materially negative impact on our results of operations even if a product liability claim is unsuccessful or is not fully pursued.

~~TRACKSOFT~~An ~~SYSTEMS,~~increase ~~INC~~in the price and shortage of supply of key raw materials could adversely affect our business.

(Our products are composed of certain key raw materials. If the prices of these raw materials were to increase significantly, it could result in a significant increase to us in the prices our contract manufacturers and third-party manufacturers charge us for our Zizzaz-branded products and third-party products. Raw material prices may increase in the future and we may not be able to pass on such increases to our customers. A ~~Development~~significant ~~Stage~~increase ~~Enterprise)~~in the price of raw materials that cannot be passed on to customers could have a material adverse effect on our results of operations and financial condition. In addition, if we no longer are able to obtain products from one or more of our suppliers on terms reasonable to us or at all, our revenues could suffer. Events such as the threat of political or social unrest, or the perceived threat thereof, may also have a significant impact on raw material prices and transportation costs for our products. In addition, the interruption in supply of certain key raw materials essential to the manufacturing of our products may have an adverse impact on our suppliers' ability to provide us with the necessary products needed to maintain our customer relationships and an adequate level of sales.

~~Financial~~A ~~Statements~~significant disruption to our distribution network or to the timely receipt of inventory could adversely impact sales or increase our transportation costs, which would decrease our profits.

~~August~~We 31rely on our ability to replenish depleted inventory in the stores that carry our products through deliveries to our distribution centers from vendors and then from the distribution centers or direct ship vendors to our stores by various means of transportation, ~~2011~~including shipments by air and truck. Unexpected delays in those deliveries or increases in transportation costs (including through increased fuel costs) could significantly decrease our ability to make sales and earn profits. In addition, labor shortages in the transportation industry or long-term disruptions to the national and international transportation infrastructure that lead to delays or interruptions of deliveries could negatively affect our business.

We will incur increased costs as a result of being a public company.

We will face increased legal, accounting, administrative and other costs and expenses as a public company that we do not incur as a private company. The Sarbanes-Oxley Act of 2002, including the requirements of Section 404, as well as new rules and regulations subsequently implemented by the SEC, the Public Company Accounting Oversight Board (the “PCAOB”), impose additional reporting and other obligations on public companies. We expect that compliance with these public company requirements will increase our costs and make some activities more time-consuming. A number of those requirements will require us to carry out activities we have not done previously. For example, we will adopt new internal controls and disclosure controls and procedures. In addition, we will incur additional expenses associated with our SEC reporting requirements. Furthermore, if we identify any issues in complying with those requirements (for example, if we or our accountants identify a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us. We also expect that it will be difficult and expensive to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. Advocacy efforts by stockholders and third parties may also prompt even more changes in corporate governance and reporting requirements. We expect that the additional reporting and other obligations imposed on us by these rules and regulations will increase our legal and financial compliance costs and the costs of our related legal, accounting and administrative activities significantly. These increased costs will require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives.

~~TRACKSOFT~~Our ~~SYSTEMS~~ability to raise capital in the future may be limited, ~~INC~~and our failure to raise capital when needed could prevent us from growing.

(AWe ~~Development~~may ~~Stage~~in ~~Enterprise)~~the future be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity financing may dilute the interests of our common stockholders, and debt financing, if available, may involve restrictive covenants and could reduce our profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

~~Financial~~Risks ~~Statements~~Related to Ownership of Our Common Stock

~~August~~Jorge 31Olson has the power to greatly impact matters submitted to a vote of the stockholders, ~~2011~~and he may take actions that conflict with the interests of our other stockholders and holders of our debt securities.

~~CONTENTS~~Jorge Olson, the President, Chief Financial Officer, and a director of the Company, beneficially owns shares of our outstanding common stock representing about 10.6% of the votes eligible to be cast by stockholders in the election of directors and generally. Accordingly, Mr. Olson has the power to greatly impact all matters requiring the approval of our stockholders, including the election of directors and the approval of mergers and other significant corporate transactions. The interests of Mr. Olson and certain other stockholders may conflict with the interests of our other stockholders.

	Page(s)
Report of Independent Registered Accounting Firm	F-1
Balance Sheets as of August 31, 2011 and 2010	F-2
Statements of Operations for the year ended August 31, 2011, March 30, 2010 (Inception) to August 31, 2010 and March 30, 2010 (Inception) to August 31, 2011	F-3
Statement of Changes in Stockholders’ Equity (Deficit) from March 30, 2010 (Inception) to August 31, 2011	F-4
Condensed Statements of Cash Flows for the year ended August 31, 2011, March 30, 2010 (Inception) to August 31, 2010 and March 30, 2010 (Inception) to August 31, 2011	F-5
Notes to the Financial Statements	F-6 – F-10

Our common stock has a limited trading market, which could affect your ability to sell shares of our common stock and the price you may receive for our common stock.

Our common stock is currently traded in the over-the-counter market and “bid” and “asked” quotations regularly appear on the OTC Bulletin Board under the symbol “BRND.” There is only extremely limited trading activity in our securities. We have a relatively small public float compared to the number of our shares outstanding. Accordingly, we cannot predict the extent to which investors’ interest in our common stock will provide an active and liquid trading market. Due to our limited public float, we may be vulnerable to investors taking a “short position” in our common stock, which would likely have a depressing effect on the price of our common stock and add increased volatility to our trading market. The volatility of the market for our common stock could have a materially adverse effect on our business, results of operations and financial condition. There cannot be any guarantee that an active trading market for our securities will develop or, if such a market does develop, will be sustained. Accordingly, investors must be able to bear the financial risk of losing their entire investment in our common stock.

Our common stock is quoted only on The OTC Bulletin Board, which may have an unfavorable impact on our stock price and liquidity.

Our common stock is quoted on The OTC Bulletin Board. The OTC Bulletin Board is a significantly more limited market than the New York Stock Exchange or The NASDAQ Stock Market. The quotation of our shares on The OTC Bulletin Board may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock, and could have a long-term adverse impact on our ability to raise capital in the future.

If we are unable to adequately fund our operations, we may be forced to voluntarily file for deregistration of our common stock with the SEC.

Compliance with the periodic reporting requirements required by the SEC consumes a considerable amount of both internal, as well external, resources and represents a significant cost for us. We estimate that we will incur approximately $250,000 in costs in connection with compliance with the periodic reporting requirements required by the SEC on an annual basis. If we are unable to continue to devote adequate funding and the resources needed to maintain such compliance, while continuing our operations, we may be forced to deregister with the SEC. If we file for deregistration, our common stock will no longer be listed The OTC Bulletin Board, and it may suffer a decrease in or absence of liquidity as after the deregistration process is complete, our common stock will only be tradable on the “Pink Sheets.”

The sale of securities by us in any equity or debt financing could result in dilution to our existing stockholders and have a material adverse effect on our earnings.

Any sale of common stock by us in a future private placement offering could result in dilution to the existing stockholders as a direct result of our issuance of additional shares of our capital stock. In addition, our business strategy may include expansion through internal growth, by acquiring distribution companies, or by establishing strategic relationships with targeted customers and vendor. In order to do so, or to finance the cost of our other activities, we may issue additional equity securities that could dilute our stockholders’ stock ownership. We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets if we acquire another company and this could negatively impact our earnings and results of operations.

Future sales of our common stock in the public market could lower the price of our common stock and impair our ability to raise funds in future securities offerings.

Future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the then prevailing market price of our common stock and could make it more difficult for us to raise funds in the future through a public offering of its securities.

The market price of our common stock may be volatile and may be affected by market conditions beyond our control.

The market price of our common stock is subject to significant fluctuations in response to, among other factors:

	●	variations in our operating results and market conditions specific to companies offering group-buying deals;
	●	changes in financial estimates or recommendations by securities analysts;

	●	the emergence of new competitors;
	●	operating and market price performance of other companies that investors deem comparable;

	●	changes in our board or management;
	●	sales or purchases of our common stock by insiders;

	●	commencement of, or involvement in, litigation;
	●	changes in governmental regulations; and

●

general economic conditions and slow or negative growth of related markets.

In addition, if the market for stocks in our industry, or the stock market in general, experiences a loss of investor confidence, the market price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause the price of our common stock to fall and may expose us to lawsuits that, even if unsuccessful, could be costly to defend and a distraction to the board of directors and management.

We do not intend to pay dividends for the foreseeable future, and you must rely on increases in the market prices of our common stock for returns on your investment.

For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Accordingly, investors must be prepared to rely on sales of their common stock after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our common stock. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant.

We are subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” as an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our shares of common stock are “penny stock” and we are subject to Rule 15g-9 under the Exchange Act (the “Penny Stock Rule”). This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

There can be no assurance that our shares of common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock was exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest.

Item 1B.

Unresolved Staff Comments.

Not applicable.

ITEM 2.

PROPERTIES.

Our principal executive office is located in 4364 Bonita Road, No. 424, Bonita, California 91902. The Company leases its principal executive office on a month to month basis from Gloria Olson for monthly rental payments of $1,000. Gloria Olson is wife of our President, Chief Executive Officer, Chief Financial Officer and Director.

We also utilize office space and facilities provided by First Kontact located in Tijuana, Baja California, Mexico.

We believe that our properties are generally suitable to meet our needs for the foreseeable future. However, we will continue to seek additional space as needed to satisfy our growth.

ITEM 3.

LEGAL PROCEEDINGS.

From time to time, we 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 from time to time that may harm our business. To the best of our knowledge, there is no material pending legal proceedings to which we are a party or our property is the subject.

ITEM 4.

MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock has traded on the OTC Bulletin Board under the symbol “BRND”. We changed our symbol in conjunction with our name change to Premier Brands, Inc. at that time. There has been no established public market exists for our common stock until the fourth quarter of 2012 where extremely limited trading activities are being reported on the OTC Bulletin Board. The following table sets forth the range of the quarterly high and low bid price information for the years ended August 31, 2012 and 2011 as reported by the OTC Bulletin Board.

	High Bid ($)		Low Bid ($)
2012
First Quarter	$	N/A	$	N/A
Second Quarter		N/A		N/A
Third Quarter		N/A		N/A
Fourth Quarter (starting August 3, 2012)		0.49		0.30

2011
First Quarter		N/A		N/A
Second Quarter		N/A		N/A
Third Quarter		N/A		N/A
Fourth Quarter		N/A		N/A

The market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.

Holders

As of the report, there were approximately 20 holders of record of our common stock, which does not include shares held by brokerage clearing houses, depositories or others in unregistered form.

Dividends

We have never declared or paid a cash dividend. Any future decisions regarding dividends will be made by our Board of Directors. We currently intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Our Board of Directors has complete discretion on whether to pay dividends. Even if our Board of Directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board of Directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance. The Company intends to adopt an equity compensation plan in which its directors, officers, employees and consultants shall be eligible to participate. However, no formal steps have been taken as of the date of this Report to adopt such a plan.

ITEM 6.

SELECTED FINANCIAL DATA

Not applicable.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

Company Overview

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

We sell beverages and nutraceutical products with our own Zizzaz brand and 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 on product placement and distribution.

We own energy and vitamin drink products under the name Zizzaz including Zizzaz Energy Mix, Zizzazz Extreme Formula, and Kidzazz Kids Vitamins.

We are in the development stage. We has a net loss and net cash used in operations of $15,851,293 and $376,345, respectively, for the year ended August 31, 2012 and an accumulated net loss during the development stage totaling $15,863,493. We have only generated $227,187 in revenue since its inception. These conditions raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to develop additional sources of capital and ultimately achieve profitable operations.

Recent Developments.

$40,000 Note Offering in September 2012

On June 27, 2012 we issued promissory notes in the aggregate principal amount of $40,000 (the “September Financing Note”). The September 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 holders are entitled to convert any portion of the outstanding and unpaid amount at any time on or after the issuance date, at $0.20 per share, subject to adjustments upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

$50,000 Note in October 2012

$30,000 Note Offering in December 2012

Results of Operations

	Year Ended August 31,			Year Ended August 31,			March 30, 2010 (inception) through August 31,
	2012			2011			2012
Net sales	$	227,187		$	-		$	227,187
Gross profit	$	25,691		$	-		$	25,691
Operating expenses	$	1,515,617		$	11,450		$	1,527,817
Loss from operations	$	(1,489,926	)	$	(11,450	)	$	(1,502,126	)
Other income (expense)	$	(14,361,367	)	$	-		$	(14,361,367	)
Net loss	$	(15,851,293	)	$	(11,450	)	$	(15,863,493	)
Loss per common share – basic and diluted	$	(0.16	)	$	(0.00	)	$	-

For the year ended August 31, 2012 and August 31, 2011

The Company was originally formed to develop 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. Under this business model, we did not generate any revenue and our operations were limited primarily to capital formation, organization, and development of our business plan.

Change in Business Model

In February 2012 we ceased to engage in the internet based software industry and acquired the business of Zizzaz, LLC to engage 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.

Revenue

We had sales during the year ended August 31, 2012 and August 31, 2011 of $227,187 and $0 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 year ended August 31, 2012 and August 31, 2011 was $25,691 and $0, respectively. We are currently in a development stage and have generated minimal revenues. During the year ended August 31, 2012, the Company wrote-off obsolete inventory in the amount of $22,687 which negatively impacted our gross profit for the year.

Operating Expenses

Operating expenses for the year ended August 31, 2012 were $1,515,617, as compared to $11,450 for the year ended August 31, 2011.The increase is primarily related to an increase in legal and professional fees in the amount of $375,000, Impairment of long-lived assets of $993,547, rent and warehousing expenses of $23,000 and product promotion and travel related expenses of $100,000.

Loss from Operations

Loss from operations for the year ended August 31, 2012 was $(1,489,926), as compared to $(11,450) for the year ended August 31, 2011. The increase in loss from operations was primarily attributable to the operating expenses as detailed above.

Other Income (Expenses)

Other Income (Expenses) for the year ended August 31, 2012 was $(14,361,367), as compared to $0 for the year ended August 31, 2011. The increase in other expense was primarily attributable to a loss in fair market value recorded of derivative liabilities relating to convertible notes issued during 2012, interest recorded on convertible notes issued during 2012 and accretion of the debt discount recorded on the 2012 convertible notes.

Net Loss

Net Loss for the year ended August 31, 2012 was $(15,851,293) or loss per share of $(0.16), as compared to a net loss of $(11,450) or loss per share of $(0.00), for the year ended August 31, 2011. 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.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at August 31, 2012 and August 31, 2011.

	August 31, 2012			August 31, 2011
Current Assets	$	102,594		$	-
Current Liabilities	$	(341,181	)	$	(500	)
Working Capital (Deficit)	$	(238,587	)	$	(500	)

For the Year Ended August 31, 2012

At August 31, 2012 we had a working capital deficit of $(238,587), as compared to a working capital deficit of $(500), at August 31, 2011, an increase in our working capital deficit of $238,087. The increase in working capital deficit is primarily related to increased liabilities incurred for legal and professional fees, promotion related expenses and interest accrued on convertible notes issued during 2012. 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 Year Ended August 31, 2012 and August 31, 2011

Net Cash Used in Operating Activities

Net cash used in operating activities for the year ended August 31, 2012 and August 31, 2011 was $(376,345) and $(11,450), respectively. The net loss for the year ended August 31, 2012 and August 31, 2011 was $(15,851,293) and $(11,450), respectively. The increase in cash used in operating activities for the year ended August 31, 2012 as compared to August 31, 2011, was primarily for legal and professional fees and promotional and travel related expenses.

Net Cash Provided by Financing Activities

Net cash provided through all financing activities for the year ended August 31, 2012 and August 31, 2011, was $391,726 and 7,200, respectively. During the year ended August 31, 2012 this consisted of $395,099 provided through the issuance of traditional and convertible notes and $20,506 in proceeds from related party loans to the company. During the year ended August 31, 2011 this consisted of $6,700 provided through the issuance of common stock and $500 in proceeds from related party loans to the company.

During the year ended August 31, 2012 principal payments on notes payable were $3,575 and related party loans in the amount of $20,300 were repaid.

As of August 31, 2012, the Company’s cash position was approximately $15,000. The Company anticipates that its cash position is not sufficient to fund current operations through August 31, 2013. 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.

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.

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

Basis of presentation

The financial statements have been prepared on the going concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of operations. If we were not to continue as a going concern, we would likely not be able to realize on our assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements. There can be no assurances that we will be successful in generating additional cash from equity or other sources to be used for operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

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.

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.

Cash

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.

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.

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.

Inventories

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

Intangibles

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.

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.

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.

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

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:

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.

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.

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.

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.

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

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.

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.

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.

Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). ASU 2011-11 enhances current disclosures about financial instruments and derivative instruments that are either offset on the statement of financial position or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the statement of financial position. Entities are required to provide both net and gross information for these assets and liabilities in order to facilitate comparability between financial statements prepared on the basis of U.S. GAAP and financial statements prepared on the basis of IFRS. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. ASU 2011-11 is not expected to have a material impact on the Company’s financial position or results of operations.

In September 2011, the FASB issued Accounting Standards Update No. 2011-08 (“ASU 2011-08”), which updates the guidance in ASC Topic 350, Intangibles – Goodwill & Other. The amendments in ASU 2011-08 permit an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than fifty percent. If, after assessing the totality of events or circumstances, an entity determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The amendments in ASU 2011-08 include examples of events and circumstances that an entity should consider in evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. However, the examples are not intended to be all-inclusive and an entity may identify other relevant events and circumstances to consider in making the determination. The examples in this ASU 2011-08 supersede the previous examples under ASC Topic 350 of events and circumstances an entity should consider in determining whether it should test for impairment between annual tests, and also supersede the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to perform the second step of the impairment test. Under the amendments in ASU 2011-08, an entity is no longer permitted to carry forward its detailed calculation of a reporting unit’s fair value from a prior year as previously permitted under ASC Topic 350. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of ASU 2011-08 did not have a material impact on the Company’s financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment (the revised standard). The revised standard is intended to reduce the cost and complexity of testing indefinite-lived intangible assets other than goodwill for impairment. It allows companies to perform a "qualitative" assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the goodwill impairment test. The revised standard is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The Company does not believe the adoption of ASU 2012-02 will have a significant impact on the Company’s financial position or results of operations.

Management does not believe there would have been a material effect on the accompanying financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period.

Off-Balance Sheet Transactions

We do not have any off-balance sheet transactions.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

PREMIER BRANDS, INC.

(FORMERLY TRACKSOFT SYSTEMS, INC.)

(A DEVELOPMENT STAGE COMPANY)

MARCH 30, 2010 (INCEPTION) TO AUGUST 31, 2012

CONTENTS

		Page(s)

Report of Independent Registered Public Accounting Firm		25 to 26

Balance Sheets as of August 31, 2012 and 2011		27

Statements of Operations for the Years Ended August 31, 2012 and 2011 and for the Period March 30, 2010 (Inception) to August 31, 2012		28

Statement of Changes in Stockholders’ Equity (Deficit) for the Period March 30, 2010 (Inception) to August 31, 2012		29

Statements of Cash Flows for the Years Ended August 31, 2012 and 2011 and for the Period March 30, 2010 (Inception) to August 31, 2012		30

Notes to Financial Statements		31 to 50

Report of Independent Registered Public Accounting Firm

To the Board of Directors

Tracksoft Systems, Inc.

We have audited the accompanying balance sheet of Tracksoft Systems, Inc. (A Development Stage Enterprise) as of August 31, 2011 and 2010 and the related statements of operations, stockholders’ deficit, and cash flows for the periods then ended and the period March 30, 2010 (inception) through August 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tracksoft Systems, Inc. (A Development Stage Enterprise) as of August 31, 2011 and 2010 and the results of its operations and cash flows for the periods then ended and the period March 30, 2010 (inception) through August 31, 2011, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Kyle L. Tingle, CPA, LLC

Kyle L. Tingle, CPA, LLC

November 3, 2011

Las Vegas, Nevada

~~F-1~~25

11Report of Independent Registered Public Accounting Firm

TRACKSOFT SYSTEMS, INC.
(A Development Stage Enterprise)
Balance Sheets
	August 31,
	2011				2010
ASSETS
Current assets
Cash		$	-			$	4,250
Total current assets			-				4,250
Total assets		$	-			$	4,250
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Related party payable		$	500			$	-
Total current liabilities			500				-
Stockholders' Equity (Deficit)
Common stock, $0.001 par value; 50,000,000 shares authorized; 2,335,000 and 2,000,000 issued and outstanding at August 31, 2011 and August 31, 2010			2,335				2,000
Additional paid in capital			9,365				3,000
Deficit accumulated during the development stage			(12,200	)			(750	)
Total stockholders' equity (deficit)			(500	)			4,250
Total liabilities and stockholders' equity (deficit)		$	-			$	4,250
See accompanying notes to financial statements.

To The Board of Directors and

~~F-2~~Shareholders of Premier Brands, Inc.

12We have audited the accompanying balance sheet of Premier Brands, Inc. (a Development

~~TRACKSOFT~~Stage ~~SYSTEMS~~Company) as of August 31, ~~INC~~2012 and the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We did not audit the financial statements of Premier Brands, Inc. for the period from inception (March 30, 2010) to August 31, 2011. Those statements were audited by other auditors whose reports have been furnished to us and our opinion, insofar as it relates to amounts for the period from inception (March 30, 2010) to August 31, 2011, included in the cumulative totals, is based solely upon the report of the other auditors.

(AWe ~~Development~~conducted ~~Stage~~our ~~Enterprise~~audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Premier Brands, Inc. as of August 31, 2012 and the results of their operations and their cash flows for the year then ended, and for the period of from inception (March 30, 2010) to August 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that Premier Brands, Inc. will continue as a going concern. As disclosed in note 3 of the financial statements, the Company has experienced significant losses and negative operating cash flows resulting in a working capital deficiency and stockholders’ deficit. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

/s/ Rosenberg Rich Baker Berman & Company

Somerset, New Jersey

December 14, 2012

Premier Brands, Inc.

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Balance Sheets

	August 31, 2012			August 31, 2011

Assets
Current Assets
Cash	$	15,381		$	-
Accounts receivable, net		13,598
Inventories		56,448
Prepaid expenses		16,167			-
Security deposits		1,000			-
Total Current Assets		102,594			-

Debt issuance costs - net		14,343			-
Intangible assets - net		-			-
Total Assets	$	116,937		$	-

Liabilities and Stockholders' Deficit

Current Liabilities:
Accounts payable and accrued liabilites	$	169,530		$	-
Deferred revenue		33,000
Stock issuance liability		60,720
Notes payable		27,849			-
Loans payable - related parties		702			500
Convertible notes payable, net of debt discount		49,110			-
Derivative liability -convertible notes payable		270			-
Total Current Liabilities		341,181			500

Convertible notes payable, net of debt discount		563,907			-
Derivative liability -convertible notes payable		15,063,642			-

Total Liabilities		15,968,730			500

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;
52,990,000 and 163,450,000 shares issued and outstanding, respectively		52,990			163,450
Additional paid in capital		(41,290	)		(151,750	)
Deficit accumulated during the development stage		(15,863,493	)		(12,200	)
Total Stockholders' Deficit		(15,851,793	)		(500	)

Total Liabilities and Stockholders' Deficit	$	116,937		$	-

See accompanying notes to financial statements

Premier Brands, Inc.

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Statements of Operations

	Year ended August 31, 2011			March 30, 2010 (Inception) to August 31, 2010			Period of March 30, 2010 (Inception) to August 31, 2011
							March 30, 2010
Revenue	$	-		$	-		$	-
							(inception)
Expenses
	For the Year Ended						through
General and administrative		480			-			480
	August 31,			August 31,			August 31,
Professional fees		10,970			750			11,720
	2012			2011			2012
Total expenses		11,450			750			12,200
Sales
Net loss	$	(11,450	)	$	(750	)	$	(12,200	)
Products - net of slotting fees and discounts	$	188,435		$	-		$	188,435
Basic and diluted loss per common share	$	(0.01	)	$	(0.00	)
Service income		26,500			-			26,500
Weighted average shares outstanding		2,178,164			2,000,000
Service income - related party		12,252			-			12,252
See accompanying notes to financial statements.
Total sales		227,187			-			227,187
Cost of sales
Product costs		175,328			-			175,328
Service costs		3,481			-			3,481
Loss on write-off of obsolete inventory		22,687			-			22,687
Total cost of sales		201,496			-			201,496
Gross profit		25,691			-			25,691
Operating expenses
General and administrative expenses		522,070			11,450			534,270
Impairment of goodwill and other long-lived assets		993,547			-			993,547
Total operating expenses		1,515,617			11,450			1,527,817
Loss from operations		(1,489,926	)		(11,450	)		(1,502,126	)
Other income (expense)
Change in fair value of derivative liabilities		(13,965,890	)		-			(13,965,890	)
Interest expense - amortization of debt discount		(311,039	)		-			(311,039	)
Interest expense -other		(84,438	)		-			(84,438	)
Total other income (expense)		(14,361,367	)		-			(14,361,367	)
Net loss	$	(15,851,293	)	$	(11,450	)	$	(15,863,493	)
Net loss per common share - basic and diluted	$	(0.16	)	$	(0.00	)
Weighted average common shares outstanding
- basic and diluted		100,674,918			152,471,480

~~F-3~~See accompanying notes to financial statements

1328

TRACKSOFT SYSTEMS, INC.
Premier Brands, Inc.
(A Development Stage Enterprise)
(Formerly TrackSoft Systems, Inc.)
Statement of Changes in Stockholders' Equity (deficit)
(A Development Stage Company)
For the Period of March 30, 2010 (Inception) to August 31, 2011
Statement of Changes in Stockholders' Equity (Deficit)
	Common Stock							Additional Paid-In				Accumulated
For the Period from March 30, 2010 (Inception) to August 31, 2012
	Shares			Amount				Capital				Deficit				Total
													Deficit Accumulated
	Common Stock												during the
	Shares				Amount				Additional Paid-In Capital				Development Stage				Stockholders' Equity (Deficit)
Balance, March 30, 2010 (Inception)		-			$	-			$	-			$	-			$	-
Common stock issued for cash, April 19, 2010, $.0025 per share		2,000,000				2,000				3,000				-				5,000
Stock issued for cash		140,000,000				140,000				(135,000	)			-				5,000
Net loss, period of March 30, 2010 (Inception) to August 31, 2010		-				-				-				(750	)			(750	)
Net loss														(750	)			(750	)
Balance, August 31, 2010		2140,000,000			$	2140,000			$	3(135,000	)		$	(750	)		$	4,250
Common stock issued for cash		335,000				335				6,365				-				6,700
Stock issued for cash		23,450,000				23,450				(16,750	)			-				6,700
Net loss, year ended August 31, 2011		-				-				-				(11,450	)			(11,450	)
Net loss														(11,450	)			(11,450	)
Balance, December 31, 2010		2,335,000			$	2,335			$	9,365			$	(12,200	)		$	(500	)
Balance, August 31, 2011		163,450,000				163,450				(151,750	)			(12,200	)			(500	)
See accompanying notes to financial statements.
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	)

~~F-4~~ See accompanying notes to financial statements

1429

TRACKSOFT SYSTEMS, INC.
Premier Brands, Inc.
(A Development Stage Enterprise)
(Formerly TrackSoft Systems, Inc.)
Statements of Cash Flows
	Year ended August 31, 2011				March 30, 2010 (Inception) to August 31, 2011			Period of March 30, 2010 (Inception) to August 31, 2011
								March 30, 2010
Cash flows from operating activities
								(inception)
Net loss		$	(11,450	)	$	(750	)	$	(12,200	)
		For the Year Ended						through
Net cash used in operating activities			(11,450	)		(750	)		(12,200	)
		August 31,			August 31,			August 31,
Net cash used in investing activities			-			-			-
		2012			2011			2012
Cash flows from financing activities
Cash Flows From Operating Activities:
Proceeds from related party payable			500			-			500
Net loss		$	(15,851,293	)	$	(11,450	)	$	(15,863,493	)
Proceeds from common stock issuances			6,700			5,000			11,700
Adjustments to reconcile net loss to net cash used in operating activities
Net cash provided by financing activities			7,200			5,000			12,200
Amortization of intangibles			1,839						1,839
Net change in cash			(4,250	)		4,250			-
Stock based compensation			60,720			-			60,720
Cash at beginning of period			4,250			-			-
Amortization of debt discount			311,039			-			311,039
Cash at end of period		$	-		$	4,250		$	-
Amortization of debt issue costs			5,657			-			5,657
Supplemental cash flow information
Change in fair value of derivative liabilities			13,965,890			-			13,965,890
Loss on write-off of obsolete inventory			22,687			-			22,687
Impairment of goodwill and other long-lived assets			993,547			-			993,547
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable			(6,156	)		-			(6,156	)
Prepaid and other			159			-			159
Inventory			3,626			-			3,626
Security Deposits			(1,000	)		-			(1,000	)
Increase (decrease) in:
Accounts payable and accrued liabilities			83,940			-			83,940
Deferred revenue			33,000						33,000
Net Cash Used In Operating Activities			(376,345	)		(11,450	)		(388,545	)
Cash Flows From Investing Activities:
Net Cash Provided by Investing Activities			-			-			-
Cash Flows From Financing Activities:
Proceeds from related party loans			20,506			500			21,006
Repayment of related party loans			(20,304	)					(20,304	)
Proceeds from convertible notes - net debt issuance costs			380,000			-			380,000
Proceeds from notes payable			15,099			-			15,099
Repayment of notes payable			(3,575	)					(3,575	)
Issuance of common stock			-			6,700			11,700
Net Cash Provided By Financing Activities			391,726			7,200			403,926
Net change in cash			15,381			(4,250	)		15,381
Cash at beginning of period			-			4,250			-
Cash at end of period		$	15,381		$	-		$	15,381
Supplemental disclosures of cash flow information:
Cash paid for interest		$	-		$	-		$	-
Cash paid for income taxes		$	-		$	-		$	-
Cash paid for taxes		$	-		$	-		$	-
See accompanying notes to financial statements.
Supplemental disclosure of non-cash investing and financing activities:
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

~~F-5~~See accompanying notes to financial statements

1530

~~TRACKSOFT~~Premier ~~SYSTEMS~~Brands, ~~INC.~~Inc

(AFormerly ~~Development~~TrackSoft ~~Stage~~Systems, ~~Enterprise~~Inc.)

(A Development Stage Company)

Notes to Financial Statements

August 31, 2012 and 2011

Note 1 - Nature of ~~Business~~Operations

TrackSoft Systems, Inc. (“Company”) was organized on March 30, 2010 under the laws of the State of Wyoming for the purpose of developing a construction project management software package. The Company currently has limited operations and, in accordance with ASC 915 “Development Stage Entities,” is considered a Development Stage Enterprise. The Company has been in the development stage since its formation and has not yet realized any revenues from its planned operations. The Company has elected a fiscal year end of August 31.Business

~~Note~~Premier 2Brands, -Inc ~~Significant~~(formerly ~~Accounting~~TracksoftSystems, ~~Policies~~Inc.)

~~Estimates~~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.

~~The~~On ~~preparation~~May of30, ~~financial~~2012 ~~statements~~the inCompany ~~conformity~~changed ~~with~~its ~~generally~~name ~~accepted accounting principles requires management~~ to ~~make~~Premier ~~estimates~~Brands, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periodInc. ~~Actual results could differ from those estimates.~~

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.

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

August 31, 2012 and 2011

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.

Note 2 Summary of Significant Accounting Policies

Basis of presentation

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. See Note 3 regarding going concern matters.

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

August 31, 2012 and 2011

Cash

~~For~~The ~~the~~Company ~~Statements~~considers ~~of Cash Flows,~~ all highly liquid ~~investments~~instruments purchased with a maturity of three months or less ~~are considered~~ to be cash equivalents. ~~There~~The ~~were~~Company held no cash equivalents asat of August 31, ~~2011~~2012 orand ~~2010~~2011.

~~Income~~The ~~taxes~~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 August 31, 2012 and 2011, no cash balances exceeded the federally insured limit.

~~The~~Accounts ~~Company~~receivable ~~accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes"~~ and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance ~~is provided~~ for ~~certain~~doubtful ~~deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.~~accounts

Inventories

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

	August 31, 2012		August 31, 2011
Finished goods	$	21,851	$	-
Packaging materials		34,597		-
	$	56,448	$	-

During the years ended August 31, 2012 and 2011 and for the period from March 30, 2010 (inception) to August 31, 2012, packaging materials deemed obsolete in the amount of $22,687, $0, and $22,687, respectively, were written-off.

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 years ended August 31, 2012 and 2011 and for the period from March 30, 2010 (inception) to August 31, 2012 the Company recorded impairments related to intangible assets of $993,547, $0 and $993,547, respectively. See Note 5 below for a discussion of impairment charges.

Long-Lived Assets

Debt Issue Costs and Debt Discount

Fair Value of Financial Instruments

AsThe ~~required~~Company byfollows ~~the~~ASC ~~Fair~~820-10 ~~Value~~of ~~Measurements~~the ~~and~~FASB ~~Disclosures~~Accounting ~~Topic~~Standards ofCodification to measure the ~~Financial~~fair ~~Accounting~~value ~~Standards~~of ~~Board~~its ~~Accounting~~financial ~~Standards~~instruments ~~Codification~~and ~~(“FASB~~disclosures ~~ASC”),~~about fair value isof ~~measured~~its ~~based~~financial oninstruments. aASC ~~three~~820-~~tier~~10 establishes a framework for measuring fair value ~~hierarchy,~~in ~~which~~accounting ~~prioritizes~~principles ~~the~~generally ~~inputs~~accepted ~~used~~ in ~~measuring~~the ~~fair~~United ~~value~~States asof ~~follows:~~America (~~Level~~U.S. 1GAAP), ~~observable~~and ~~inputs~~expands ~~such~~disclosures asabout ~~quoted~~fair ~~prices~~value measurements. To increase consistency and comparability in ~~active~~fair ~~markets;~~value ~~(Level~~measurements 2)and ~~inputs~~related disclosures, ~~other~~ASC ~~than~~820-10 ~~the~~establishes ~~quoted~~a ~~prices~~fair invalue ~~active~~hierarchy ~~markets,~~which ~~that~~prioritizes ~~are~~the ~~observable~~inputs ~~either~~to ~~directly~~valuation ortechniques ~~indirectly;~~used ~~and~~to ~~(Level~~measure 3)fair ~~unobservable~~value ~~inputs~~into inthree ~~which~~(3) ~~there~~broad islevels. The ~~little~~three or(3) nolevels ~~market~~of ~~data,~~fair ~~which~~value ~~require~~hierarchy ~~the~~defined ~~reporting~~by ~~entity~~ASC to820-10 ~~develop~~are ~~its~~described ~~own assumptions.~~below:

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

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-6~~34

16Premier Brands, Inc

~~TRACKSOFT~~(Formerly ~~SYSTEMS~~TrackSoft Systems, ~~INC~~Inc.)

(A Development Stage ~~Enterprise~~Company)

Notes to Financial Statements

August 31, 2012 and 2011

~~Note~~ Financial 2assets -are ~~Significant~~considered ~~Accounting~~Level ~~Policies~~3 ~~(continued)~~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.

~~Fair~~The ~~Value~~fair ofvalue ~~Financial~~hierarchy ~~Instruments~~gives the highest priority to quoted prices (~~continued~~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.

~~Level~~The 1.carrying ~~Observable~~amounts ~~inputs~~of the Company’s financial assets and liabilities, such as ~~quoted~~cash, ~~prices~~prepaid inexpenses ~~active~~and ~~markets;~~other current assets, accounts payable and accrued liabilities approximate their fair values because of the short maturity of these instruments.

~~Level~~We 2have 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. ~~Inputs,~~We do not have comparable outstanding debt on which to base an estimated current borrowing rate or other ~~than~~discount rate for purposes of estimating the ~~quoted~~fair ~~prices~~value of the notes payable and we have not been able to develop a valuation model that can be applied consistently in ~~active~~a ~~markets~~cost efficient manner. These factors all contribute to the impracticability of estimating the fair value of the notes payable. At August 31, ~~that~~2012 ~~are~~and ~~observable~~2011, ~~either~~the ~~directly~~carrying orvalue ~~indirectly;~~of the notes payable and accrued interest was $719,214 and $500.

The Company’s Level 3. ~~Unobservable~~financial ~~inputs~~liabilities consist of the derivative conversion features issued in February and June 2012 for which there is ~~little or~~ no current market ~~data,~~for ~~which~~this security such that the determination of fair value requires significant judgment or estimation. The Company valued the ~~reporting~~conversion ~~entity~~features tousing ~~develop~~a ~~its~~binomial ~~own~~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.

~~The~~Fair ~~Company~~Value ~~does~~of ~~not~~Financial ~~have~~Assets ~~any assets or liabilities measured at fair value on a recurring basis at August 31, 2011 or 2010. The Company did not have any fair value adjustments for assets~~ and ~~liabilities~~Liabilities ~~measured~~Measured ~~at fair value~~ on a ~~nonrecurring~~Recurring ~~basis during the periods ended August 31, 2011 or 2010.~~Basis

~~Going~~The ~~concern~~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.

The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has minimal cash and no material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.35

~~Earnings~~Premier ~~Per~~Brands, ~~Share Information~~Inc

~~FASB ASC 260, “Earnings Per Share” provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income~~ (~~loss)~~Formerly ~~available~~TrackSoft to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. Basic and diluted loss per share were the sameSystems, ~~at the reporting dates, as there were no common stock equivalents outstanding~~Inc.)

~~Share~~ (A ~~Based~~Development ~~Expenses~~Stage Company)

ASC 718 "Compensation - Stock Compensation" codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

F-7

TRACKSOFT SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

August 31, 2012 and 2011

~~Note~~Financial 2assets -and ~~Significant~~liabilities ~~Accounting~~measured ~~Policies~~at ~~(continued)~~fair value on a recurring basis are summarized below and disclosed on the balance sheets as follows:

Share Based Expenses (continued)

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 ~~accounts~~adopted ~~for~~the ~~stock-based~~disclosure ~~compensation~~requirements ~~issued~~of toASU ~~non~~2011-~~employees~~04, ~~and~~Fair ~~consultants~~Value inMeasurements, ~~accordance~~during ~~with~~ the ~~provisions~~year ofended ~~ASC~~August ~~505-50~~31, ~~"Equity~~2012. -The ~~Based~~unobservable ~~Payments~~level to3 ~~Non-Employees"~~inputs ~~which~~used ~~codified~~by ~~SFAS~~the ~~123~~Company ~~and~~was the ~~Emerging~~expected ~~Issues~~volatility ~~Task~~assumption ~~Force~~used ~~consensus~~ in ~~Issue~~the ~~No.~~option ~~96-18~~pricing ~~("EITF~~model ~~96-18"),~~and ~~"Accounting~~the ~~for~~fair ~~Equity~~value ~~Instruments~~of ~~that~~the ~~are~~Company’s ~~Issued~~stock toprice. ~~Other~~Expected ~~Than~~volatility ~~Employees~~is ~~for~~based ~~Acquiring~~on orthe inhistorical ~~Conjunction~~stock ~~with~~price ~~Selling,~~volatility ~~Goods~~of orcomparable ~~Services".~~companies’ ~~Measurement~~common ofstock, ~~share-based~~as ~~payment~~our ~~transactions~~stock ~~with~~does ~~non-employees~~not ~~shall~~have besufficient ~~based~~historical ontrading ~~the~~activity. The fair value assumption of ~~whichever~~the iscompany's ~~more~~common ~~reliably~~stock ~~measurable: (a)~~utilized in the ~~goods~~calculation oris ~~services~~derived ~~received;~~from ~~or (b)~~ the ~~equity~~company's ~~instruments~~current ~~issued.~~trading ~~The~~price ~~fair~~on ~~value of~~ the ~~share-based~~bulletin ~~payment~~board, ~~transaction~~adjusted ~~should~~to bereflect ~~determined at~~ the ~~earlier~~effect of ~~performance~~potential ~~commitment date or performance completion date~~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 year ended August 31, 2012:

	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

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

August 31, 2012 and 2011

Discount on Debt

Derivative Instruments

Research and Development

Research and development is expensed as incurred. There was no such expense for the period March 30, 2010 (inception) to August 31, 2012.

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

August 31, 2012 and 2011

Share-Based Payments

Income Taxes

Revenue Recognition

The Company currently is in the development stage and has only generated $227,187 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.

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

August 31, 2012 and 2011

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).

Advertising

The Company expenses advertising when incurred. Advertising expenses for the years ended August 31, 2012 and 2011 and for the period March 30, 2010 (inception) to August 31, 2012 were $5,186, $0 and $5,186, respectively.

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. Common stock equivalents have not been included in this computation since the effect would be anti-dilutive. Such common stock equivalents totaled approximately 193,000,000 common shares potentially issuable upon conversion of convertible debt.

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

August 31, 2012 and 2011

Recent Accounting Pronouncements

~~Issued~~In December 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). ASU 2011-11 enhances current disclosures about financial instruments and derivative instruments that are either offset on the statement of financial position or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the statement of financial position. Entities are required to provide both net and gross information for these assets and liabilities in order to facilitate comparability between financial statements prepared on the basis of U.S. GAAP and financial statements prepared on the basis of IFRS. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. ASU 2011-11 is not expected to have a material impact on the Company’s financial position or results of operations.

In ~~May~~September 2011, the FASB issued anAccounting ~~accounting~~Standards ~~standard~~Update ~~update~~No. ~~that~~2011-08 ~~amends~~(“ASU 2011-08”), which updates the ~~accounting~~guidance ~~standard~~in onASC ~~fair~~Topic ~~value~~350, ~~measurements~~Intangibles – Goodwill & Other. The ~~accounting~~amendments ~~standard~~in ~~update~~ASU ~~provides~~2011-08 ~~for~~permit aan ~~consistent~~entity ~~definition~~to ~~and~~first ~~measurement~~assess ofqualitative factors to determine whether it is more likely than not that the fair value, asof ~~well~~a reporting unit is less than the carrying amount as ~~similar~~a ~~disclosure~~basis ~~requirements~~for ~~between~~determining ~~U.S.~~whether ~~generally~~it ~~accepted~~is ~~accounting~~necessary ~~principles~~to ~~and~~perform ~~International~~the ~~Financial~~two-step ~~Reporting~~goodwill ~~Standards~~impairment test described in ASC Topic 350. The ~~accounting~~more-likely-than-not ~~standard~~threshold ~~update~~is ~~changes~~defined ~~certain~~as ~~fair~~having ~~value~~a ~~measurement~~likelihood ~~principles~~of more than fifty percent. If, ~~clarifies~~after assessing the ~~application~~totality of ~~existing~~events ~~fair~~or ~~value measurement~~circumstances, ~~and~~an ~~expands~~entity determines that it is more likely than not that the fair value ~~measurement~~of ~~disclosure~~a ~~requirements~~reporting unit is less than its carrying amount, ~~particularly~~then ~~for~~performing ~~Level~~the 3two-step ~~fair~~impairment ~~value~~test ~~measurements~~is unnecessary. The amendments in ~~this~~ASU ~~accounting~~2011-08 ~~standard~~include ~~update~~examples of events and circumstances that an entity should consider in evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. However, the examples are not intended to be ~~applied prospectively~~all-inclusive and ~~are~~an ~~effective~~entity ~~for~~may ~~interim~~identify other relevant events and ~~annual~~circumstances ~~periods~~to ~~beginning~~consider ~~after~~in ~~December~~making ~~15,~~the ~~2011~~determination. The ~~adoption~~examples ofin this ~~accounting~~ASU ~~standard~~2011-08 ~~update~~supersede ~~will~~the ~~become~~previous ~~effective~~examples under ASC Topic 350 of events and circumstances an entity should consider in determining whether it should test for impairment between annual tests, and also supersede the examples of events and circumstances that an entity having a reporting ~~period~~unit with a zero or negative carrying amount should consider in determining whether to perform the second step of the impairment test. Under the amendments in ASU 2011-08, an entity is no longer permitted to carry forward its detailed calculation of a reporting unit’s fair value from a prior year as previously permitted under ASC Topic 350. ASU 2011-08 is effective for annual and interim goodwill impairment tests performed for fiscal years beginning ~~January~~after 1December 15, ~~2012~~2011. The adoption of ~~this~~ASU ~~guidance~~2011-08 ~~will~~did not have a material impact on the Company'’s financial position, or results of operations ~~or cash flows~~.

In ~~June~~July ~~2011~~2012, the FASB issued anASU ~~accounting~~2012-02, ~~standard~~Testing ~~update~~Indefinite-Lived ~~which~~Intangible ~~requires~~Assets for Impairment (the ~~presentation~~revised ofstandard). ~~components~~The ofrevised ~~other~~standard ~~comprehensive~~is ~~income~~intended ~~with~~to reduce the ~~components~~cost ofand ~~net~~complexity ~~income~~of intesting ~~either~~indefinite-lived ~~(1)~~intangible aassets ~~continuous~~other ~~statement~~than ofgoodwill ~~comprehensive~~for ~~income~~impairment. ~~that~~It ~~contains~~allows ~~two~~companies ~~sections,~~to ~~net~~perform ~~income~~a ~~and~~"qualitative" ~~other~~assessment ~~comprehensive~~to ~~income,~~determine orwhether ~~(2)~~further ~~two~~impairment ~~separate~~testing ~~but~~of ~~consecutive~~indefinite-lived ~~statements.~~intangible ~~This~~assets ~~accounting~~is ~~standard~~necessary, ~~update~~similar ~~eliminates~~in ~~the~~approach ~~option~~ to ~~present~~the ~~components~~goodwill ofimpairment ~~other~~test. ~~comprehensive~~The ~~income~~revised asstandard ~~part~~is ofeffective ~~the~~for ~~statement~~annual ofand ~~shareholders'~~interim ~~equity,~~impairment ~~and~~tests isperformed ~~effective~~ for ~~interim~~fiscal ~~and~~years ~~annual periods~~ beginning after ~~December~~September 15, ~~2011~~2012. The ~~adoption~~Company ofdoes ~~this~~not ~~accounting~~believe ~~standard update will become effective for~~ the ~~reporting period beginning January 1, 2012. The~~ adoption of ~~this~~ASU ~~guidance~~2012-02 will ~~not~~ have a ~~material~~significant impact on the Company'’s financial position, or results of operations ~~or cash flows~~.

In September 2011, the FASB issued an accounting standard update that amends the accounting guidance on goodwill impairment testing. The amendments in this accounting standard update are intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The amendments in this accounting standard update are effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012. The adoption of this guidance will not have a material impact on the Company's financial position, result of operations or cash flows.40

~~Other~~Premier ~~recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force)~~Brands, ~~the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial statements.~~Inc

~~F-8~~(Formerly TrackSoft Systems, Inc.)

18 (A Development Stage Company)

TRACKSOFT SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

August 31, 2012 and 2011

~~Note~~Management 3does ~~-Stockholders’~~not ~~Equity~~believe there would have been a material effect on the accompanying financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period.

~~Common~~Note ~~stock~~3 Going Concern

~~The~~As ~~authorized~~reflected ~~common~~in ~~stock~~the ofaccompanying financial statements, the Company ~~consists~~has a net loss and net cash used in operations of 50$15,~~000~~851,~~000~~293 ~~shares~~and ~~with~~$376,345, ~~par~~respectively, ~~value~~for ofthe year ended August 31, 2012 and an accumulated net loss during the development stage totaling $015,863,493.~~001~~ The Company currently is in the development stage and has only generated $227,187 in revenue since its inception.

OnThe ~~April~~ability ~~19,~~of ~~2010,~~ the Company ~~authorized~~to continue its operations is dependent on Management's plans, which include the ~~issuance~~raising of 2capital through debt and/or equity markets with some additional funding from other traditional financing sources,~~000~~ including term notes,~~000~~ ~~shares~~until ofsuch ~~its~~time ~~$0.001~~that ~~par~~funds ~~value~~provided ~~common~~by ~~stock~~operations atare $0sufficient to fund working capital requirements.~~0025~~ The ~~per~~Company ~~share~~may inneed ~~consideration~~to ofincur ~~$5,000~~additional inliabilities ~~cash~~with certain related parties to sustain the Company’s existence.

OnThe ~~February~~Company ~~17,~~will ~~2011,~~require ~~the~~additional ~~Company~~funding ~~authorized~~to finance the ~~issuance~~growth of ~~282,500~~its ~~shares~~current ofand expected future operations as well as to achieve its $0strategic objectives.~~001~~ The ~~par~~Company ~~value~~believes ~~common~~its ~~stock~~current atavailable $0cash along with anticipated revenues may be insufficient to meet its cash needs for the near future.02 There ~~per~~can ~~share~~be no assurance that financing will be available in ~~consideration~~amounts ofor $5terms acceptable to the Company,~~650~~ inif ~~cash~~at all.

OnThe ~~March~~accompanying 1,financial ~~2011~~statements have been prepared on a going concern basis, which contemplates the ~~Company~~realization ~~authorized~~of assets and the ~~issuance~~satisfaction of ~~52,500~~liabilities ~~shares~~in ofthe ~~its~~normal $0course of business.~~001~~ These ~~par~~financial ~~value~~statements ~~common~~do ~~stock~~not atinclude ~~$.02~~any ~~per~~adjustments ~~share~~relating into ~~consideration~~the recovery of ~~$1,050~~the inrecorded ~~cash~~assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

AsNote of4 ~~August 31, 2011 and 2010 the Company had 2,335,000 and 2,000,000 shares of its $0.001 par value common stock issued and outstanding.~~Acquisition

~~Net~~On ~~loss~~February ~~per~~06, ~~common~~2012, ~~share~~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.

~~Net~~Pursuant ~~loss~~to ~~per~~the ~~share~~terms isof ~~computed using~~ the ~~basic~~Purchase ~~and~~Agreement, ~~diluted~~the ~~weighted~~Company ~~average~~acquired ~~number~~all of ~~common shares outstanding during~~ the ~~period. The~~assets ~~weighted-average number~~ of ~~common~~Zizzaz ~~shares~~in ~~outstanding~~exchange ~~during~~for ~~each period is used to compute basic loss per share. Diluted loss per share is computed using~~ the ~~weighted~~issuance ~~averaged number~~ of ~~shares~~secured ~~and~~promissory ~~dilutive~~notes, ~~potential~~convertible ~~common~~into shares ~~outstanding~~of ~~unless~~our common stock, ~~equivalent shares are anti-dilutive~~$0. ~~Dilutive~~001 ~~potential~~par ~~common~~value ~~shares~~at ~~are~~a ~~additional~~per ~~common~~share ~~shares~~conversion ~~assumed~~price toof ~~be exercised~~$0.007, ~~Basic~~in ~~net~~the ~~loss~~amount ~~per~~of ~~common~~$1,000,000 ~~share~~to ~~is based on~~ the ~~weighted~~Zizzaz ~~average~~Members. ~~number~~Total ofprice ~~shares~~paid offor ~~common~~Zizzaz ~~stock~~assets ~~outstanding~~in ~~during~~ the ~~periods~~acquisition ~~ended~~was ~~August~~$1 ~~31,~~million ~~2011 and 2010~~dollars.

~~Note 4 -Related Party Transactions~~41

~~The~~Premier Company neither owns nor leases any real or personal property. An officer or resident agent of the corporation provides office services without charge. Such costs are immaterial to the financial statements and accordinglyBrands, have not been reflected therein. The officers and directors for the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interest. The Company has not formulated a policy for the resolution of such conflicts. Inc

~~During~~(Formerly ~~the~~TrackSoft ~~period of September 1~~Systems, ~~2010 to August 31, 2011, the Company engaged the edgarization services of an entity controlled by our President~~Inc. ~~Total payments made to this entity during this period and since inception were $1,269. There was no amount due to the entity as of August 31, 2011 or 2010.~~)

~~During~~ (A ~~the~~Development ~~year~~Stage ~~ended August 31, 2011, the~~ Company received loans from a shareholder totalling $500 to fund operations. The loans are non-interest bearing, due on demand and as such are included in current liabilities. Imputed interest has been considered, but was determined to be immaterial to the financial statements as a whole.)

F-9

TRACKSOFT SYSTEMS, INC.

(A Development Stage Enterprise)

Notes to Financial Statements

August 31, 2012 and 2011

~~Note~~The 5following –sets ~~Income~~forth ~~Taxes~~the components of the purchase price:

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Under ACS 740 “Income Taxes,” when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carryforwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carryforward period.

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

~~The~~Based ~~Company~~on ~~has~~an ~~not~~independent ~~taken a tax position that~~appraisal, ~~if challenged, would have a material effect on~~ the ~~financial~~Company ~~statements~~allocated ~~for the periods ended August 31~~$205,000 ~~2011 or 2010, applicable under ACS 740. As a result~~ of the ~~adoption~~excess ofpurchase ~~ACS~~price ~~740, we did not recognize any adjustment~~ to ~~the~~intangible ~~liability~~assets ~~for~~with ~~uncertain tax position and therefore did not record any adjustment to~~ the ~~beginning~~ balance of ~~accumulated~~$790,386 ~~deficit~~assigned onto ~~the balance sheet~~Goodwill.

The ~~component~~intangible ~~of the Company’s deferred tax~~ assets assubject ofto ~~August~~amortization ~~31,~~have ~~2011~~been ~~and~~assigned ~~2010~~useful ~~are~~lives as follows:

	August 31,
	2011				2010
Net operating loss carry forward		$	4,270			$	263
Valuation allowance			(4,270	)			(263	)
Net deferred tax asset		$	-			$	-

Customer list

8 years

AThe ~~reconciliation~~following table summarizes, on an unaudited pro forma basis, the results of ~~income~~operations ~~taxes~~of ~~computed~~the atCompany as though the ~~35%~~acquisition ~~statutory~~had ~~rate~~occurred as of September 1, 2010. The pro forma amounts give effect to appropriate adjustments of amortization of intangible assets and interest expense associated with the ~~income~~financing ~~tax~~of ~~recorded~~the ispurchase. The pro forma amounts presented are not necessarily indicative of either the actual operation results had the acquisition transaction occurred as ~~follows:~~of September 1, 2010.

	August 31,
		For the Years Ended
	2011				2010
			August 31, 2012				August 31, 2011
Net operating loss carry forward		$	4,007			$	263
Revenues		$	234,629			$	-
Valuation allowance			(4,007	)			(263	)
Net loss			(1,346,476	)			(15,704,203	)
Net deferred tax asset		$	-			$	-
Loss per share of common stock			(0.03	)			(0.97	)
Basic and diluted			52,990,000				16,170,096

~~The Company did not pay any income taxes during the periods ended August 31, 2011 or 2010.~~42

~~The~~Premier ~~net~~Brands, ~~federal operating loss carry forward will expire in 2030. This carry forward may be limited upon the consummation of a business combination under IRC Section 381.~~Inc

~~F-10~~(Formerly TrackSoft Systems, Inc.)

20 (A Development Stage Company)

~~Item~~Notes 9.to ~~Changes in and Disagreements with Accountants on Accounting and~~ Financial ~~Disclosure~~Statements

~~Our~~August ~~auditors are the firm of Kyle L. Tingle~~31, ~~CPA,~~2012 ~~LLC~~and operating from their offices at 3145 E Warm Springs Road #200 Las Vegas, NV 89120. There have not been any disagreements with our accountants on accounting, financial disclosure or any other matter.2011

~~Item~~Note ~~9A. Controls~~5 ~~and~~Intangible ~~Procedures~~Assets

~~Our~~There ~~management~~were isno ~~responsible~~balances ~~for~~or ~~establishing~~activity ~~and~~for ~~maintaining~~intangible ~~adequate~~assets ~~internal~~during ~~control~~fiscal ~~over financial reporting~~2011. ~~Internal~~The ~~control~~following ~~over~~table ~~financial~~summarizes ~~reporting~~changes ~~is defined~~ in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers and effected by the Company's board of directors, management and other personnel to provide reasonable assurance regarding the reliability of our ~~financial~~intangible ~~reporting~~assets ~~and~~during ~~the~~fiscal ~~preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that~~2012:

- Pertains to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and disposition of assets;

	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	)	$	-

-We ~~Provide~~assess ~~reasonable~~goodwill ~~assurance~~and ~~that~~other ~~transactions~~intangible ~~are~~assets ~~recorded~~for asimpairment ~~necessary~~annually toduring ~~permit preparation of our financial statements in accordance with accounting principles generally accepted in~~ the ~~United~~fourth ~~States~~quarter of ~~America~~each year and ~~receipts~~on ~~and~~an ~~expenditures~~interim ~~are~~date ~~being~~should ~~made~~factors inor ~~accordance~~indicators ~~with~~become ~~authorizations~~apparent ofthat ~~management~~would ~~and~~require ~~directors;~~an ~~and~~impairment test.

-Due ~~Provide~~to ~~reasonable~~ongoing ~~assurance~~challenging ~~regarding~~trends, ~~prevention~~ability orto ~~timely~~raise ~~detection~~capital and market dynamics the Company realized unexpected poor results of ~~unauthorized~~operations ~~acquisition~~during the period February 2012 - August 2012. As a result of these factors and the related risks associated with our business, ~~use~~the orfair ~~disposition~~values of ~~company~~our intangible assets ~~that~~(the ~~could~~“Assets”) ~~have~~were anegatively ~~material~~impacted. ~~effect~~The onestimated fair values of our ~~financial~~Assets ~~statements~~were determined to be significantly less than their respective carrying amounts, so we determined that the Asset balances were impaired. Due to limited sales since acquisition and uncertainty of future prospects of products an impairment charge totaling $993,547 was recorded in the fourth quarter of fiscal 2012, reducing the carrying amount of the Assets to $0.

~~Under~~Our ~~the~~impairment ~~supervision~~charges ~~and~~related ~~with~~to ~~the~~goodwill ~~participation of our management, including our President~~ and ~~principal~~long-lived ~~financial~~assets ~~officer,~~discussed anabove ~~evaluation~~have ~~was~~been ~~performed~~included onin ~~the~~“Impairment ~~effectiveness~~ of ~~the~~goodwill ~~design~~ and ~~operation~~other oflong-lived ~~our~~assets” ~~disclosure~~in ~~controls and procedures as of the end of the period covered by this report. Based on that evaluation,~~ our ~~President~~Statements ~~and principle executive officer, who also acts as our principal financial officer, concluded that our disclosure controls and procedures were not effective as~~ of the end of the period covered by this report for the purpose of gathering, analyzing and disclosing of information that the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules and formsOperations.

~~Limitations~~Amortization onexpense ~~Effectiveness~~related ofto ~~Controls~~the customer list totaled $1,839 for the period September 01, 2011 to August 31, 2012.

~~Because~~Note of6 ~~its~~Sale ~~inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections~~ of ~~any~~Premier ~~evaluation~~Brands of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.Assets

~~Management’s~~On ~~Annual~~February ~~Report~~6, on2012, ~~Internal~~prior ~~Control~~to ~~Over~~the ~~Financial~~Acquisition ~~Reporting~~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.

AsNote of7 Notes August 31, 2011 management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal control over financial reporting were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.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 $392 as of August 31, 2012.

~~The~~As ~~matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards~~ of ~~the~~August ~~Public~~31, ~~Company~~2012, ~~Accounting Oversight Board were: (1) lack of a functioning audit committee due to~~ the ~~lack~~outstanding ofbalance ~~a majority of independent members and a lack of a majority of outside directors~~ on ~~our board of directors, resulting in ineffective oversight in~~ the ~~establishment~~loan ~~and~~was monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of August 31$15, ~~2011~~099.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on our board of directors, results in ineffective oversight in the establishment and monitoring of required internal controls and procedures which could result in a material misstatement in our financial statements in future periods.43

InPremier ~~an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls~~Brands, ~~we have initiated or plan to initiate the following series of measures.~~Inc

We(Formerly ~~will~~TrackSoft ~~create~~Systems, a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to usInc. And we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.)

~~Management~~ (A ~~believes~~Development ~~that~~Stage the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.Company)

WeNotes ~~will continue~~ to ~~monitor~~Financial and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.Statements

~~There~~August have been no significant changes in our internal controls over financial reporting that occurred during the period covered by this report which has materially affected or are reasonably likely to materially affect31, ~~our~~2012 ~~internal~~and ~~controls over financial reporting.~~2011

~~This~~On ~~annual~~May ~~report~~29, ~~does~~2012, ~~not~~the ~~include~~Company anentered ~~attestation~~into ~~report~~a offinance ~~the~~agreement ~~Company's~~with ~~independent~~Capital ~~registered~~Premium ~~public~~Financing ~~accounting~~of ~~firm~~California ~~regarding~~(“Capital”). ~~internal~~Pursuant ~~control~~to ~~over~~the ~~financial~~terms ~~reporting.~~of ~~Management's~~the ~~report~~agreement, ~~was~~Capital ~~not~~loaned ~~subject~~the toCompany ~~attestation~~the byprincipal ~~the~~amount ~~Company's~~of ~~independent~~$16,325, ~~registered~~which ~~public~~would ~~accounting~~accrue ~~firm~~interest ~~pursuant~~at 5% per annum, to ~~temporary~~partially ~~rules~~fund the payment of the ~~Securities~~premium ~~and~~of ~~Exchange~~the ~~Commission~~Company’s ~~that~~general ~~permit~~liability insurance. The agreement requires the Company to ~~provide~~make ~~management~~nine ~~report~~monthly inpayments ~~the~~of ~~Annual~~$1,852, ~~Report~~including interest starting on June 24, 2012.

~~Item~~As 9Aof August 31, 2012, the outstanding balance related to this finance agreement was $12,750.

~~This~~Note ~~annual~~8 ~~report~~Convertible ~~does~~Notes not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.Payable

~~There~~On ~~have~~February ~~been~~6, no2012, ~~changes~~ in ~~our internal control over financial reporting identified in~~ connection with ~~the~~an ~~evaluation~~asset ~~required~~acquisition, bythe ~~paragraph~~Company ~~(d)~~issued ofsecured ~~Rules~~convertible ~~13a-15~~notes orin ~~15d-15 under~~ the ~~Exchange~~aggregate ~~Act~~principal ~~that~~amount ~~occurred~~of ~~during the small business issuer's last fiscal quarter that has materially affected~~$1,000,000 orto isthree ~~reasonably~~members ~~likely~~of ~~to materially affect~~Zizzaz, ~~our~~LLC. ~~internal~~(See ~~control~~Note ~~over financial reporting.~~4)

22Each 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.

~~Item~~Due 9Bto 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). ~~Other~~ ~~Information~~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.

~~None~~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 August 31, 2012 yielding a loss on change in fair value of the derivatives of $10,345,847 for the year ended August 31, 2012. The derivative value of the convertible notes at August 31, 2012 yielded a derivative liability at fair value of $11,158,165.

As of August 31, 2012, accrued and unpaid interest under the Notes was $56,557.

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.

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

August 31, 2012 and 2011

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 August 31, 2012 yielding a loss on change in fair value of the derivatives of $3,621,166 for the year ended August 31, 2012. The derivative value of the convertible notes at August 31, 2012 yielded a derivative liability at fair value of $3,905,477.

As of August 31, 2012, accrued and unpaid interest under the Notes was $19,795.

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

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.

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

August 31, 2012 and 2011

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 August 31, 2012 yielding a gain on change in fair value of the derivatives of $1,123 for the year ended August 31, 2012. The derivative value of the convertible notes at August 31, 2012 yielded a derivative liability at fair value of $270.

As of August 31, 2012, accrued and unpaid interest under the Note was $902.

Convertible notes payable consisted of the following at August 31, 2012 and 2011:

	August 31, 2012			August 31, 2011
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		$	-

Discount on note payable		(812,318	)		-

Accumulated amortization of discount		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.		350,000			-

Discount on note payable		(284,311)			-

Accumulated amortization of discount		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			-

Discount on note payable		(1,393	)		-

Accumulated amortization of discount		503			-

	$	613,017		$	-

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

August 31, 2012 and 2011

The Company recorded $311,039, $0 and $311,039 in amortization of the discount to the notes for the years ended August 31, 2012 and 2011and for the period March 30, 2010 (inception) to August 31, 2012, respectively. The Company recorded $77,254, $0 and $77,254 in interest expense on the convertible notes for the years ended August 31, 2012 and 2011 and for the period March 30, 2010 (inception) to August 31, 2012, 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

Note 10 Related Party Transactions

During previous periods, a Company shareholder loaned the Company monies to pay outstanding invoices for professional services. As of February 29, 2012 the Company was indebted to the shareholder in the amount of $500. This loan is unsecured and is due on demand.

As of August 31, 2012 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 $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. Consulting fees and reimbursable expenses for the year ended August 31, 2012 amounted to $90,000 and $33,351 respectively. As of August 31, 2012 the balance due to the consultant amounted to $30,000. During the year ended August 31, 2012, the Company paid $600 in interest to this related party relating to outstanding invoice balances.

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

August 31, 2012 and 2011

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.

During the year ended August 31, 2012 the Company recognized revenue from consulting services provided to a related party in the amount of $12,252. The Company advises this related party customer on product placement and distribution activities. The outstanding accounts receivable balance from this related party as of 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. Total rent expense for the years ended August 31, 2012 and 2011 was $8,000 and $0, respectively. The outstanding accounts payable balance due to this related party as of August 31, 2012 was $1,000.

Note 11 Income Taxes

	As of August 31,			As of August 31,
	2012			2011
Deferred tax assets:
Net operating tax carry forwards	$	1,897,603		$	12,200
Tax rate		34	%		34	%
Gross deferred tax assets		645,185			4,148
Valuation allowance		(645,185	)		(4,148	)

Net deferred tax assets	$	-0-		$	-0-

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance.

As of August 31, 2012, the Company has net operating loss carry forwards of approximately $1,900,000. Net operating loss carry forwards expire twenty years from the date the loss was incurred.

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

August 31, 2012 and 2011

Note 12 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.

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 13 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.

Premier Brands, Inc

(Formerly TrackSoft Systems, Inc.)

(A Development Stage Company)

Notes to Financial Statements

August 31, 2012 and 2011

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, to be issued immediately.

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.

Note 14 Concentrations

The Company has the following concentrations:

(A)

Sales

Customer	August 31, 2012	August 31, 2011
A	24%	-%
B	35%	-%
C	11%	-%

(B)	Accounts Receivable

Customer	August 31, 2012	August 31, 2011
D	44%	-%
E	31%	-%
F	11%	-%
G	14%	-%

(C)

Purchases

Vendor		August 31, 2012		August 31, 2011
A		88%		-%

Note 15 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 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.

Notes Offering

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.

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.

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 4, 2012, the Company entered into Promissory Notes (“Notes”) for Principal of $30,000 with 4 Noteholders. As of December 14, 2012, the Company has received proceeds of $15,000 from the issuance of these Notes. The Notes bear interest at 10% per annum. The Notes mature on December 4, 2014.

ITEM 9

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Except the changes in our independent auditors that was previously reported on the Current Report on Form 8-K filed with the SEC on February 10, 2012, there is no change in our independent auditors. In addition, there have been no disagreements with accountants on accounting and financial occurred during the two most recent fiscal years or any subsequent interim period.

ITEM 9A.

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 Chief Financial Officer evaluated the effectiveness of disclosure controls and procedures as of August 31, 2012, pursuant to Rule 13a-15(b) under the Exchange Act. Based on that evaluation, the President and Chief Executive Officer and Chief 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 functioning audit committee due to a lack of a majority of independent members on our board of directors, 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.

Management’s Annual Report on Internal Control over Financial Reporting.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of August 31, 2012. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of December 31, 2011, the Company’s internal control over financial reporting was ineffective for the purposes for which it is intended.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In assessment of the effectiveness of internal control over financial reporting as of August 31, 2012, our management identified the material weaknesses: (i) lack of a functioning audit committee due to a lack of a majority of independent members on our board of directors, 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.

We implemented or in the process of implementing the following step to remediate the material weakness identified above:

In 2012, the Company has engaged an outside consultant to assist with documenting transactions and improving internal controls.

However, the implementation of the above remedial measure has not fully cured such identified material weakness. We are not able to estimate with reasonable certainty the costs that we will incur in continuing to implement the above and other measures designed to improve our internal control over financial reporting. If we fail to establish an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market value of our equity and/or debt may be adversely impacted.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during the fourth fiscal quarter of the year ended August 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION.

None.

PART III

~~Item~~ITEM 10. ~~Directors~~ DIRECTORS, ~~Executive~~EXECUTIVE ~~Officers,~~OFFICERS ~~and~~AND ~~Corporate~~CORPORATE ~~Governance~~GOVERNANCE.

~~Identification of~~ Directors and Executive Officers

~~TrackSoft~~The ~~Systems’s~~following ~~executive~~sets ~~officer~~forth ~~and~~information ~~director~~about ~~and~~our ~~his~~directors ~~respective~~and ~~age~~executive officers as of ~~August~~the ~~31,~~date ~~2010~~of ~~are~~this ~~as follows~~report:

Directors:

Name		Age		Position
Jorge Olson (1)		40		President, Chief Financial Officer, Secretary and Director

Name of Director	Age
Matthew Howell at 2820 North Pinal Ave., Suite 12/292, Casa Grande, AZ 85222	35
Executive Officers:
Name of Officer	Age	Office
Matthew Howell 2820 North Pinal Ave., Suite 12/292, Casa Grande, AZ 85222	35	President, Chief Financial Officer, Chief Executive Officer
Phuthachak Muleethed 2820 North Pinal Ave., Suite 12/292, Casa Grande, AZ 85222	Age 42	Corporate Secretary

(1)	On July 20, 2012, the Board of Directors of the Company appointed Jorge Olson as the Company's new Chief Executive Officer, effective immediately.

~~There~~Jorge ~~are~~Olson nowas ~~other~~appointed ~~persons~~President, ~~nominated~~Chief orFinancial ~~chosen~~Officer, Secretary and Director of the Company on the Closing Date. For the past five years, Mr. Olson has been serving as Chief Executive Officer of Cube17, Inc., a company providing consulting services to ~~become~~consumer ~~directors~~goods orbusinesses. ~~executive~~Prior ~~officers~~to that, ~~nor~~he dowas weformerly ~~have~~Chief ~~any~~Operating ~~employees~~Officer ~~other~~and founder of DSD Merchandising, Inc., a consumer goods manufacturing and distribution company, and has served as Vice President Sales and Marketing for Nascent Foodservice, Inc., an international food distribution company. He has also served as the Vice President and Chief Executive Officer at two software companies Project.net and CSB-Systems International, Inc.. Mr. Olson has successfully developed, marketed and sold more than ~~above~~1,000 ~~mentioned~~different ~~officer~~consumer products in the United States and ~~director~~Mexico. He has more than a decade of top-level executive experience in consumer goods, beverages and wholesale distribution. He has a Bachelor Degree in Liberal Arts and Sciences from San Diego State University. He is the author of successful business resource books, Build Your Beverage Empire and The Unselfish Guide to Self Promotion. We believe Mr. Olson's industry expertise in sales, strategy and analysis for consumer goods, retail, and wholesale distribution will enable him to provide us strong leadership and strategic vision to the Company.

~~Our~~Term ~~director holds office until the next annual meeting~~ of shareholders and the election and qualification of their successors. Directors receive no compensation for serving on the board of directors other than the reimbursement of reasonable expenses incurred in attending meetings. Officers are appointed by the board of directors and serve at the discretion of the board.Office

~~Officer~~Our directors hold office until the next annual general meeting of our stockholders or until their successors have been duly elected and ~~Director~~qualified ~~Background:~~or until removed from office in accordance with our bylaws. Our officers are elected by and serve at the discretion of the board of directors.

~~Set~~Family ~~forth below is a brief description of the background and business experience of our executive officers and director.~~Relationships

23There are no family relationships between any of our directors or executive officers.

~~Matthew Howell, age 35, CEO, CFO, President, and Member of the Board of Directors:~~ 52

~~For~~Involvement ~~the past five years (5) years, Mr. Howell has been an independent income tax preparer and small business consultant, Gilbert-Arizona. Mr. Howell has experience~~ in ~~income~~Certain ~~tax~~Legal law and small business management. Over the past two (2) years Mr. Howell owned and operated Access EDGAR Filings LLC, Gilbert-Arizona. Access EDGAR Filings is a company engaged in providing third party filing services for corporations with the United States Securities and Exchange Commission. Over the past year (1) Mr. Howell has owned and managed Presidential Painting Services, LLC, Gilbert-Arizona. Presidential Painting Services is a specialty trade contractor engaged in providing commercial and residential painting services. He has is Bachelor of Arts Degree/Business Management and Administration from Northwest College - Kirkland, Washington.Proceedings

~~Phuthachak~~To ~~Muleethed~~the best of our knowledge, ~~age~~none 42of our directors or executive officers has, during the past ten years:

~~Phuthachak~~· ~~Muleethed~~been isconvicted ~~the~~in ~~Secretary~~a ofcriminal ~~our~~proceeding ~~Company~~or ~~since~~been ~~inception.~~subject ~~Phuthachak~~to ~~for~~a ~~the~~pending ~~past~~criminal ~~five~~proceeding (5excluding traffic violations and other minor offenses); ~~years~~· ~~has~~had ~~been~~any ~~self~~bankruptcy ~~employed~~petition filed by or against the business ~~consultant~~or ~~primarily~~property ~~involved~~of ~~with~~the person, or of any partnership, corporation or business ~~development~~association ~~and~~of ~~financing. Phuthachak has~~which ~~consulted~~he towas ~~numerous~~a ~~small~~general ~~and~~partner ~~medium~~or ~~sized~~executive ~~businesses~~officer, ineither at the ~~design~~time ~~and~~of ~~development~~the bankruptcy filing or within two years prior to that time; · been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of ~~marketing~~any ~~plans~~court of competent jurisdiction or federal or state authority, ~~offering~~permanently ~~documents~~or ~~and~~temporarily ~~Internet~~enjoining, ~~presence.~~barring, Hesuspending ~~also~~or ~~has~~otherwise ~~experience~~limiting, his involvement in ~~the~~any ~~area~~type of ~~financial~~business, ~~structuring~~securities, futures, commodities, investment, banking, savings and ~~fund~~loan, ~~raising~~or ~~for~~insurance ~~start-up~~activities, ~~businesses.~~or to be associated with persons engaged in any such activity;

~~Significant~~· ~~Employees~~been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; · been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or · been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~The~~Mr. ~~Company~~Olson ~~does~~is not, atconsidered ~~present,~~independent ~~have~~because ~~any~~he ~~employees~~is ~~other~~a ~~than~~principal ~~the~~stockholder ~~current~~and ~~officers~~an ~~and~~executive ~~director~~officer of the Company. Mr. WePiacente ~~have~~is not ~~entered~~considered ~~into~~independent ~~any~~because ~~employment~~he ~~agreements,~~served as wean ~~currently~~executive doofficer ~~not~~of ~~have~~the ~~any~~Company ~~employees~~in ~~other than~~ the ~~current~~past ~~officers~~three ~~and director~~years.

~~Family~~Potential ~~Relations~~Conflict of Interest

~~There~~Except ~~are~~as noset ~~family~~forth ~~relationships~~in ~~among~~our ~~the~~discussion ~~Directors~~below in “Certain Relationships and ~~Officers~~Related Transactions, and Director Independence – Transactions with Related Persons,” none of ~~TrackSoft~~our ~~Systems~~directors, ~~Inc~~director nominees, or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates, or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

~~Involvement~~Board ~~in Legal Proceedings~~Committees

NoWe ~~executive~~have ~~Officer~~not formed an Audit Committee, Compensation Committee or ~~Director~~Nominating and Corporate Governance Committee as of the ~~Company~~filing ~~has~~of ~~been~~this ~~convicted~~Annual inReport. ~~any~~Our ~~criminal~~Board ~~proceeding~~of ~~(excluding~~Directors ~~traffic~~performs ~~violations)~~the orprincipal functions of an Audit Committee. We currently do not have an audit committee financial expert on our Board of Directors. We believe that an audit committee financial expert is not required because the ~~subject~~cost of hiring an audit committee financial expert to act as one of our directors and to be a ~~criminal~~member ~~proceeding~~of ~~that~~an isAudit ~~currently~~Committee ~~pending~~outweighs the benefits of having an audit committee financial expert at this time.

NoSection ~~executive~~16(a) ~~Officer~~Beneficial orOwnership ~~Director~~Reporting ~~of the Company is the subject of any pending legal proceedings.~~Compliance

NoSection ~~Executive~~16(a) ~~Officer~~of orthe ~~Director~~Exchange Act requires our directors, officers and persons who beneficially own more than 10% of ~~the~~a ~~Company~~registered isclass ~~involved~~of inour ~~any~~equity ~~bankruptcy~~securities, ~~petition~~to byfile orreports ~~against~~of ~~any~~ownership ~~business~~and changes in ~~which~~ownership ~~they~~with the SEC and are arequired ~~general~~to ~~partner~~furnish orus ~~executive~~with ~~officer~~copies atof ~~this~~these ~~time~~reports. orBased ~~within~~solely ~~two~~on ~~years~~our review of ~~any~~the ~~involvement~~reports asfiled awith ~~general~~the ~~partner~~SEC, ~~executive~~we ~~officer,~~believe orthat ~~Director~~all persons subject to Section 16(a) of ~~any~~the ~~business.~~Exchange Act timely filed all required reports in 2012, except that reports were not timely filed by the following persons:

Item 11. Executive Compensation

Name	Number of Late Reports		Transactions Not Timely Reported		Known Failures to File a Required Form
Jorge Olson		1		0		1
Rosario Piacente		0		1		1

Our current officers and director have not and do not receive any compensation and has not received any restricted shares awards, options or any other payouts. As such, we have not included a Summary Compensation Table.53

~~There~~Code are no current employment agreements between the Company and its executive officers or director. Our executive officer and director has agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the director for participation. Our executive officer and director has the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, share sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and a cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.Ethics

24We adopted a code of ethics on March 30, 2010, a copy of which was filed with the SEC as Exhibit 14.1 to the Company’s registration statement on Form S-1 on October 12, 2010.

~~There~~ITEM ~~are~~11. noEXECUTIVE annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by CompanyCOMPENSATION.

~~Item~~The ~~12. Security~~following ~~Ownership~~sets offorth ~~Certain~~information ~~Beneficial~~with ~~Owners~~respect ~~and~~to ~~Management~~the ~~Related~~compensation ~~Stockholder~~awarded ~~Matters~~or paid to named executive officers:

~~The~~Summary ~~Company~~Compensation ~~stock is available for quotation on the OTCBB. As~~ of ~~August~~Named ~~31,~~Executive ~~2011, there is no Hi/Low bid information. Effective November 6, 2011, the Company had thirty-two (32) shareholders of record.~~Officers

The following table sets forth certain information with respect to the beneficial ownership of our common shares as it relates to our named director and executive officer, and each person known to the Company to be the beneficial owner of more than five percent (5%) of said securities, and all of our directors and executive officers as a group:

Name and Principal Position	Year	Salary ($)		Bonus		All Other Compensation ($)		Total ($)
Jorge Olson (1)	2012	$	90,000	$	0	$	41,951	$	0
President, Chief Executive Officer, Chief Financial Officer and Secretary	2011	$	-	$	-	$	-	$	-

Rosario Piacente (2)	2012	$	0	$	0	$	0	$	0
Director	2011	$	-	$	-	$	-	$	-

Matthew Howell (2)	2012	$	0	$	0	$	0	$	0
Former President, Chief Executive Officer, Chief Financial Officer and Secretary	2011	$	0	$	0	$	0	$	0

Name and Position	Shares	Percent	Security
(1)	Mr. Olson was appointed as President, Chief Financial Officer, Secretary, and a member of our Board of Director on February 6, 2012 and as Chief Executive Officer on July 20, 2012.
Matthew Howell
(2)	Mr. Piacente was appointed as President, Chief Executive Officer, Chief Financial Officer, Secretary, and a member of our Board of Directors on December 27, 2011, and resigned as President, Chief Financial Officer, and Secretary of the Company on February 6, 2012 and as Chief Executive Officer on July 16, 2012. He subsequently resigned as a director of the Company in December 2012.
President and Director	2,000,000	85.6%	Common
(3)	Mr. Howell resigned as President, Chief Executive Officer, Chief Financial Officer and Secretary of the Company and a member of our Board of Directors and as officers of the Company on December 27, 2011.
Officers and Directors as a Group	2,000,000	85.6%	Common

~~There~~Outstanding ~~were~~Equity noAwards ~~grants~~at ofFiscal ~~stock~~Year ~~options since inception to August 31, 2011. We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.~~End

~~The~~None ~~Board~~ of ~~Directors~~our ofexecutive ~~the~~officers ~~Company~~received ~~has~~any ~~not~~equity ~~adopted a stock option plan. The company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted~~awards, ~~this may be administered by the board or a committee appointed by the board (the “Committee”). The committee would have the power to modify~~including, ~~extend or renew outstanding~~ options ~~and to authorize the grant of new options in substitution therefore~~, ~~provided~~restricted ~~that any such action may not impair any rights under any option previously granted. The Company may develop an incentive based~~ stock ~~option~~or ~~plan~~other ~~for~~equity ~~its~~incentives ~~officers~~during ~~and~~the ~~directors~~fiscal ~~and~~year ~~may~~ended ~~reserve~~August up31, ~~to 10% of its outstanding shares of common stock for that purpose~~2012.

~~The~~Compensation ~~following~~of ~~table sets forth:~~Directors

1The Company has not compensated any of its directors for service on the Board of Directors. ~~All~~Management directors are not compensated for their service as directors, however they may receive compensation ~~plans~~for ~~previously~~their ~~approved~~services as employees of the Company. The compensation received by ~~security~~our ~~holders;~~management ~~and~~directors is shown in the “Summary Compensation Table” above.

~~2. All compensation plans not previously approved by security holders.~~54

~~OPTION~~Compensation ~~AWARDS~~Committee ~~STOCK~~Interlocks ~~AWARDS~~and ~~Name~~Insider Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have NotVested ($) Equity Incentive Plan Awards: Numberof Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) Matthew Howell - - - - - - - - - Phuthachak Muleethed - - - - - - - - -Participation

25During the fiscal year of 2012, we did not have a standing compensation committee. Our board of directors was responsible for the functions that would otherwise be handled by the compensation committee. All directors participated in deliberations concerning executive officer compensation, including directors who were also executive officers, however, none of our executive officers received any compensation during the last fiscal year. None of our executive officers has served on the board of directors or compensation committee (or other committee serving an equivalent function) of any other entity, any of whose executive officers served on our Board or Compensation Committee.

~~Item~~Indemnification ~~13. Certain~~of ~~Relationships~~Directors and ~~Related~~Executive ~~Transactions~~Officers and ~~Director~~Limitation ~~Independence~~of Liability

~~Currently,~~The ~~there~~Wyoming ~~are~~Business noCorporation ~~contemplated~~Act ~~transactions~~provides that ~~the~~a ~~Company~~corporation may ~~enter~~indemnify ~~into~~directors and officers as well as other employees and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with ~~our~~various ~~officer~~actions, ~~director~~suits or ~~affiliates.~~proceedings, Ifwhether ~~any~~civil, ~~such~~criminal, ~~transactions~~administrative ~~are~~or ~~contemplated~~investigative we(other ~~will~~than ~~file~~an ~~such~~action ~~disclosure~~by or in the right of the corporation, such as a ~~timely~~derivative action), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the ~~Commission~~case onof any actions by or in the ~~proper~~right ~~form~~of ~~making~~the corporation, except that indemnification only extends to expenses, including attorneys’ fees, incurred in connection with the defense or settlement of such ~~transaction~~actions, ~~available~~and ~~for~~the statute requires court approval before there can be any indemnification where the ~~public~~person seeking indemnification has been found liable to ~~view~~the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.

The ~~Company~~Wyoming ~~has~~Business noCorporation ~~formal~~Act ~~written~~permits ~~employment~~Wyoming ~~agreement~~corporations orto ~~other~~secure ~~contracts~~and ~~with~~maintain ~~our~~insurance ~~current~~on ~~officer~~behalf ~~and~~of ~~there~~any isof noour ~~assurance~~directors, ~~that~~officers, ~~the~~employees ~~services~~or toagents beand ~~provided~~each byperson ~~her~~who ~~will~~is, beor ~~available~~was, ~~for~~serving ~~any~~at ~~specific~~our ~~length~~request ofas ~~time~~a indirector, ~~the future. Each~~ officer, ofemployee ~~the~~or ~~Company~~agent ~~can~~of ~~devote~~another ~~ten~~corporation, ~~hours~~partnership, ~~per~~joint ~~week~~venture, tolimited ~~the~~liability ~~Company’s~~company, ~~affairs. The~~trust ~~amounts~~or ~~of compensation and~~ other ~~terms~~enterprise offor any ~~full~~liability ~~time~~asserted ~~employment~~against ~~arrangements~~and ~~would~~incurred beby ~~determined,~~such ifperson ~~and~~in ~~when,~~any such ~~arrangements become necessary~~capacity.

~~Item~~ITEM 1412. ~~Principal~~ ~~Accountant~~SECURITY ~~Fees~~OWNERSHIP ~~and~~OF ~~Services~~CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK HOLDER MATTERS.

~~During~~SECURITY ~~the~~OWNERSHIP ~~fiscal~~OF ~~year~~CERTAIN ~~ended~~BENEFICIAL ~~August~~OWNERS ~~31,~~AND 2011 we incurred approximately $2,750 in fees to our principal independent accountants for professional services rendered in connection with the audit of financial statements for the fiscal year ended August 31, 2011. For review of our financial statements for the quarters ended February 28, 2011 and May 31, 2011, we incurred approximately $ 3,000 in fees to our principal independent accountants for professional services.MANAGEMENT

~~During~~The following table sets forth certain information regarding our shares of common stock beneficially owned as of the ~~fiscal~~Closing ~~year~~Date ~~ended~~after ~~August~~giving ~~31,~~effect ~~2009,~~to wethe ~~did~~Assets ~~not~~Acquisition, ~~incur~~Assets ~~any~~Sale ~~other~~and ~~fees~~Offering for ~~professional~~(i) ~~services~~each ~~rendered~~stockholder byknown to be the beneficial owner of 5% or more of our ~~principal~~outstanding ~~independent~~shares ~~accountants~~of ~~for~~common stock, (ii) each named executive officer and director, and (iii) all ~~other~~executive ~~non-audit~~officers ~~services~~and directors as a group. A person is considered to beneficially own any shares: (i) over which ~~may~~such ~~include~~person, ~~but~~directly ~~not~~or ~~limited~~indirectly, toexercises sole or shared voting or investment power, ~~tax~~or ~~related~~(ii) ~~services~~of which such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or otherwise. Unless otherwise indicated, ~~actuarial~~voting ~~services~~and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or ~~valuation~~shared ~~services~~by the owner and the owner’s spouse or children.

~~PART~~For IVpurposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of the Closing Date. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of the Closing Date is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

~~Item 15. Exhibits~~55

~~The~~Unless ~~following~~otherwise ~~exhibits~~specified, ~~are~~the ~~incorporated~~address ~~into~~of ~~this~~each ~~Form~~of ~~10-K~~the ~~Annual~~persons ~~Report:~~set forth below is in care of the Company, 4364 Bonita Road, No. 424, Bonita, California 91902.

Exhibit No.	Description
Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Common Stock (1)
3.1	Articles of Incorporation [1]
Jorge Olson		5,600,000		10.57	%
3.2	By-Laws of TrackSoft Systems, Inc. [2]
All directors and executive officers as a group (1 person)		5,600,000		10.57	%
23.1	Consent of Kyle L. Tingle, CPA, LLC
Jorge Olson		5,600,000		10.57	%
31.1	Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2	Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934*
32.1	Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

~~[1]~~* ~~Incorporated~~Less bythan ~~reference from the Company’s S-~~1 ~~filed with the Commission on October 12, 2010.~~%

~~[2]~~(1) ~~Incorporated~~Based byon ~~reference~~52,990,000 ~~from~~shares ~~the~~of ~~Company’s~~common ~~S-1~~stock ~~filed~~issued ~~with~~and outstanding as of the December ~~Commission~~14, on2012 after ~~October~~giving 12effect to the Assets Acquisition, ~~2010~~Assets Sale and Offering.

*ITEM ~~Included~~13. inCERTAIN ~~Exhibit~~RELATIONSHIPS 31AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.1

**Transactions ~~Included~~with inRelated ~~Exhibit 32.1~~Persons

26The following includes a summary of transactions since the beginning of fiscal 2011, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds $120,000 and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

	●	On February 6, 2012, we entered into the Agreement of Sale with our former principal shareholder Matthew Howell pursuant to which we sold certain assets to Matthew Howell in exchange for a cancellation of 1,578,000 shares of our common stock.
	●	Prior to the closing of the Zizzaz Assets Acquisition, our former president and director provided rent-free office space to the Company.
	●	Prior to the closing of the Zizzaz Assets Acquisition, our former principal shareholder Matthew Howell loaned the Company $500 to pay outstanding invoices for professional services. As of August 31, 2012 the Company was indebted to the shareholder in the amount of $500. This loan has no interest and is unsecured and due on demand.
	●	As of August 31, 2012 the Company was indebted to Cube 17, Inc. in the amount of $2. Cube 17, Inc. is owned by our President, Chief Executive Officer, Chief Financial Officer and Director. During the year ended August 31, 2012, Cube 17, Inc. advanced the Company $306 to fund operations. During the year $304 of the advances were repaid. These loans have no interest and are unsecured and due on demand.
	●	The Company pays a monthly consulting fee to Cube 17, Inc., a company owned by our President, Chief Executive Officer, Chief Financial Officer and Director, in the amount of $10,000. The consultant is also reimbursed for all expenses incurred on behalf of the Company. Consulting fees and reimbursable expenses for the year ended August 31, 2012 amounted to $90,000 and $33,351 respectively. As of August 31, 2012 the balance due to the consultant amounted to $30,000. During the year ended August 31, 2012, the Company paid $600 in interest to Cube 17, Inc., relating to outstanding invoices for consulting fees and reimbursable expenses.
	●	On March 27, 2012, Cube 17, Inc., a company owned by our President, Chief Executive Officer, Chief Financial Officer and Director 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.

	●	During the year ended August 31, 2012 the Company recognized revenue from consulting services provided to Make me Drinks, Inc., 30% of which is owed by our President, Chief Executive Officer, Chief Financial Officer and Director, in the amount of $12,252. The Company advises this related party customer on product placement and distribution activities. The outstanding accounts receivable balance from this related party as of August 31, 2012 was $4,252.
	●	The Company leases its San Diego office space on a month to month basis from Gloria Olson for monthly rental payments of $1,000. Gloria Olson is wife of our President, Chief Executive Officer, Chief Financial Officer and Director. The total rent expense for the years ended August 31, 2012 and 2011 was $8,000 and $0, respectively. The outstanding accounts payable balance due to this related party as of August 31, 2012 was $1,000.

Policies and Procedures for Review, Approval or Ratification of Transactions with Related Persons

We expect to prepare and adopt a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and approval or ratification of “related-persons transactions.” For purposes of our policy only, a “related-person transaction” will be a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants involving an amount that exceeds $120,000. Transactions involving compensation for services provided to us as an employee, director, consultant or similar capacity by a related person will not be covered by this policy. A related person will be any executive officer, director or a holder of more than five percent of our ordinary shares, including any of their immediate family members and any entity owned or controlled by such persons.

We anticipate that, where a transaction has been identified as a related-person transaction, the policy will require management to present information regarding the proposed related-person transaction to our audit committee (or, where approval by our audit committee would be inappropriate, to another independent body of our board of directors) for consideration and approval or ratification. Management’s presentation will be expected to include a description of, among other things, the material facts, the direct and indirect interests of the related persons, the benefits of the transaction to us and whether any alternative transactions are available.

To identify related-person transactions in advance, we are expected to rely on information supplied by our executive officers, directors and certain significant shareholders. In considering related-person transactions, our board of directors will take into account the relevant available facts and circumstances including, but not limited to:

●	the risks, costs and benefits to us;

●	the effect on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;

●	the terms of the transaction;

●	the availability of other sources for comparable services or products; and

●	the terms available to or from, as the case may be, unrelated third parties or to or from our employees generally.

We also expect that the policy will require any interested director to excuse himself or herself from deliberations and approval of the transaction in which the interested director is involved.

Promoters and Certain Control Persons

Promoter within the definition of 12b-2 includes (i) any person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issuer; or (ii) any person who, in connection with the founding and organizing of the business or enterprise of an issuer, directly or indirectly receives in consideration of services or property, or both services and property, 10 percent or more of any class of securities of the issuer or 10 percent or more of the proceeds from the sale of any class of such securities.

We have no knowledge of any person who would be deemed a “promoter” of our company during the past five years within the meaning of Rule 405 under the Securities Act, except as follows:

Mr. David Richardson, who was President, Chief Financial Officer, Chief Executive Officer and a director at the inception of the Company, may come into the definition of promoter as person taking initiative in founding and organizing the business of the company. On April 19, 2010, the Company issued 2,000,000 shares of its common stock to Matthew Howell, or 1005 of the number of shares outstanding at the time of the issuance, at $0.0025 per share in consideration of $5,000 in cash.

Director Independence

Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

●	the director is, or at any time during the past three years was, an employee of the company;
●	the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);
●	a family member of the director is, or at any time during the past three years was, an executive officer of the company;
●	the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

●	the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or
●	the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Mr. Olson is not considered independent because he is a principal stockholder and an executive officer of the Company. Mr. Piacente is not considered independent because he served as an executive officer of the Company in the past three years.

We do not currently have a separately designated audit, nominating or compensation committee.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(1) Audit Fees

The aggregate fees paid for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-K or 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was $2,750 and $24,500 for the fiscal years ended August 31, 2011 and 2012, respectively.

(2) Audit-Related Fees

There were no fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the Company’s financial statements.

(3) Tax Fees

There were no fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

(4) All Other Fees

There were no other fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above.

(5) Pre-Approval Policies and Procedures

Before the accountant is engaged by the issuer to render audit or non-audit services, the engagement is approved by the Company’s board of directors acting as the audit committee.

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(3) Exhibits

Exhibit Number				Description
2.1				Purchase Agreement, dated February 6, 2012, by and among the Company, Zizzaz LLC, MLF Holdings, LLC, Double U Master Fund, Ltd., and Marvin Mermelstein, incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on February 10, 2012

3.1				Amended and Restated Articles of Incorporation, incorporated by reference to Exhibit 3.1 to Quarterly Report on Form 10-Q filed on July 16, 2012

3.2				Bylaws, incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 filed with the SEC on October 12, 2010

4.1				Form of Assets Acquisition Note dated February 6, 2012, incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on February 10, 2012

4.2				Form of February Financing Note dated February 6, 2012, incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K filed on February 10, 2012

4.3				Form of June Financing Note dated June 26, 2012, incorporated by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q filed on July 16, 2012

4.4				Form of September Financing Note dated September 27, 2012

10.1				Agreement of Sale, dated February 6, 2012, by and among the Company and Matthew Howell, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on February 10, 2012

10.2				Subscription Agreement dated February 6, 2012, incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on February 10, 2012

16.1				Letter from Kyle L. Tingle, CPA, LLC, incorporated by reference to Exhibit 16.1 to Current Report on Form 8-K filed on February 10, 2012

99.1				Financial Statements for the period from inception to the year end December 31, 2011 for Zizzaz LLC., incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K filed on February 10, 2012

99.2				Unaudited pro forma combined financial information of TrackSoft Systems, Inc. and Zizzaz LLC., incorporated by reference to Exhibit 99.2 to Current Report on Form 8-K filed on February 10, 2012

31.1*				Certification of Principal Executive Officer and Principal Accounting 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 and Principal Accounting 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

*Filed with this report.

+In accordance with the SEC Release 33-8238, deemed being 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~~requirement of Section 13 or 15(d) of the Securities ~~and~~ Exchange Act ~~of 1934~~, the registrant ~~has duly~~ caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TrackSoft Systems, Inc.

	Premier Brands, Inc.

Date: December 14, 2012	By:	/s/ Jorge Olson
		Jorge Olson
		President, Chief Executive Officer and Chief Financial Officer (Duly Authorized Officer, Principal Executive Officer and Principal Accounting Officer)

~~BY:~~Pursuant ~~/s/~~to ~~Matthew~~the ~~Howell~~requirements ~~Matthew~~of ~~Howell~~the ~~President~~Securities ~~and~~Exchange ~~Director~~Act ~~Principal~~of ~~Executive~~1934, ~~Officer~~this ~~Principal~~report ~~Financial~~has ~~Officer~~been ~~Principal~~signed ~~Accounting~~by ~~Officer~~the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: November 28, 2011

Name	Title	Date

/s/ Jorge Olson	President, Chief Executive Officer, Chief Financial Officer and Director	December 14, 2012
Jorge Olson	(Principal Executive Officer and Principal Accounting Officer)

2762

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