Filing Details

CUSIP No. 740391107

13G

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1.

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

Southridge Partners II LP
52-2090686

2.

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

3.

SEC USE ONLY
 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION
 

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.

SOLE VOTING POWER
5,141,244 

6.

SHARED VOTING POWER
5,141,244

7.

SOLE DISPOSITIVE POWER
5,141,244

8.

SHARED DISPOSITIVE POWER
5,141,244

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  

10.

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

11.

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

12.

TYPE OF REPORTING PERSON (see instructions)
PN

CUSIP No. 740391107

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(a)

Name of Issuer

Preferred Restaurant Brands, Inc.

(b)

Address of Issuers Principal Executive Offices

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

(a)

Name of Person Filing

Southridge Partners II LP

(b)

Address of the Principal Office or, if none, residence

90 Grove Street, Ste. 108, Ridgefield CT 06877

(c)

Citizenship

United States of America

(d)

Title of Class of Securities

Common Stock, Par Value $0.001

(e)

CUSIP Number

740391107

(a)

      .

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

(b)

      .

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

(c)

      .

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

(d)

      .

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

(e)

      .

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

(f)

      .

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

(g)

      .

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

(h)

      .

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

(i)

      .

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

      .

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

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(a)

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

(b)

Percent of class:    9.99%

(c)

Number of shares as to which the person has:  

(i)

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

(ii)

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

(iii)

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

(iv)

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

CUSIP No. 740391107

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