Filed by sedaredgar.com - Passport Capital, LLC

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mn8tHfF9MEeDtNCmkrfoYDB23swgv9XYAHObs2dKEoc5r3krS/2gDsPWDO0nl5ra x2rtqItmY7DptA4f8iSqnA== 0001062993-10-000468.txt : 20100216 0001062993-10-000468.hdr.sgml : 20100215 20100216152922 ACCESSION NUMBER: 0001062993-10-000468 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 GROUP MEMBERS: JOHN BURBANK GROUP MEMBERS: PASSPORT CAPITAL, LLC GROUP MEMBERS: PASSPORT GLOBAL MASTER FUND SPC LTD PORTFOLIO A GLOBAL STRAT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Performing Brands, Inc. CENTRAL INDEX KEY: 0001201259 STANDARD INDUSTRIAL CLASSIFICATION: BOTTLED & CANNED SOFT DRINKS CARBONATED WATERS [2086] IRS NUMBER: 651082135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78957 FILM NUMBER: 10607122 BUSINESS ADDRESS: STREET 1: 4951 AIRPORT PARKWAY, #660 CITY: ADDISON, STATE: TX ZIP: 75001 BUSINESS PHONE: 972-818-3862 MAIL ADDRESS: STREET 1: 4951 AIRPORT PARKWAY, #660 CITY: ADDISON, STATE: TX ZIP: 75001 FORMER COMPANY: FORMER CONFORMED NAME: Boo Koo Holdings, Inc DATE OF NAME CHANGE: 20070911 FORMER COMPANY: FORMER CONFORMED NAME: CAPTECH FINANCIAL GROUP, INC DATE OF NAME CHANGE: 20040813 FORMER COMPANY: FORMER CONFORMED NAME: HILLSBORO GROUP INC DATE OF NAME CHANGE: 20030815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PASSPORT MANAGEMENT LLC CENTRAL INDEX KEY: 0001228958 IRS NUMBER: 412076095 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O PASSPORT MANAGEMENT, LLC STREET 2: 30 HOTALING PLACE, STE. 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 321-4607 MAIL ADDRESS: STREET 1: C/O PASSPORT MANAGEMENT, LLC STREET 2: 30 HOTALING PLACE, STE. 300 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: PASSPORT HOLDINGS LLC DATE OF NAME CHANGE: 20030424 SC 13G/A 1 sched13ga-performing.htm AMENDMENT NO. 3 TO SCHEDULE 13G Filed by sedaredgar.com - Passport Capital, LLC - Schedule 13G/A

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

SCHEDULE 13G

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 3)

Performing Brands Inc.
(Name of Issuer)

Common Shares
(Title of Class of Securities)

71376H109
(CUSIP Number)

December 31, 2009
(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 71376H109

1. Name of Reporting Person:

Passport Global Master Fund SPC Ltd for and on behalf of Portfolio A – Global Strategy

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: British Virgin Islands

	5. Sole Voting Power: -0-
Number of
shares
beneficially	6. Shared Voting Power: 3,442,416 (see Item 4)
owned by
each
reporting	7. Sole Dispositive Power: -0-
person
with:
	8. Shared Dispositive Power: 3,442,416 (see Item 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

3,442,416

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 6.3% ^*

12. Type of Reporting Person: CO

___________________________________

*	This percentage is based on the 55,106,380 Shares issued and outstanding as reported in the Company’s form 10-Q filed as of August 25, 2008.

CUSIP No. 71376H109

1. Name of Reporting Person:

Passport Management, LLC

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: Delaware

	5. Sole Voting Power: -0-
Number of
shares
beneficially	6. Shared Voting Power: 3,442,416 (see Item 4)
owned by
each
reporting	7. Sole Dispositive Power: -0-
person
with:
	8. Shared Dispositive Power: 3,442,416 (see Item 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

3,442,416

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 6.3% ^*

12. Type of Reporting Person: IA

___________________________________

*	This percentage is based on the 55,106,380 Shares issued and outstanding as reported in the Company’s form 10-Q filed as of August 25, 2008.

CUSIP No. 71376H109

1. Name of Reporting Person:

Passport Capital, LLC

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: Delaware

	5. Sole Voting Power: -0-
Number of
shares
beneficially	6. Shared Voting Power: 3,442,416 (see Item 4)
owned by
each
reporting	7. Sole Dispositive Power: -0-
person
with:
	8. Shared Dispositive Power: 3,442,416 (see Item 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

3,442,416

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 6.3% ^*

12. Type of Reporting Person: IA

___________________________________

*	This percentage is based on the 55,106,380 Shares issued and outstanding as reported in the Company’s form 10-Q filed as of August 25, 2008.

CUSIP No. 71376H109

1. Name of Reporting Person:

John Burbank

2. Check the Appropriate Box if a Member of a Group:

(a) / /

(b) /X/

3. SEC Use Only

4. Citizenship or Place of Organization: United States

	5. Sole Voting Power: -0-
Number of
shares
beneficially	6. Shared Voting Power: 3,442,416 (see Item 4)
owned by
each
reporting	7. Sole Dispositive Power: -0-
person
with:
	8. Shared Dispositive Power: 3,442,416 (see Item 4)

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

3,442,416

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

/ /

11. Percent of Class Represented by Amount in Row (9): 6.3% ^*

12. Type of Reporting Person: IN

___________________________________

*	This percentage is based on the 55,106,380 Shares issued and outstanding as reported in the Company’s form 10-Q filed as of August 25, 2008.

Item 1(a).	Name of Issuer:

	Performing Brands Inc. (the “Company”).

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	4951 Airport Pkwy, Suite 660
	Addision, TX 75001
	972-818-3862

Item 2(a).	Name of Persons Filing:

	Passport Global Master Fund SPC Ltd for and on behalf of Portfolio A – Global Strategy (the “Fund”);
	Passport Management, LLC (“Passport Management”);
	Passport Capital, LLC (“Passport Capital”); and
	John Burbank (“Burbank,” together with the Fund, Passport Management, and Passport Capital, the “Reporting Persons”).

	Burbank is the sole managing member of Passport Capital; Passport Capital is the sole managing member of Passport Management. Passport Management is the investment manager to the Fund. As a result, each of Passport Management, Passport Capital and Burbank may be considered to share the power to vote or direct the vote of, and the power to dispose or direct the disposition of, the Shares owned of record by the Fund. This statement on Schedule 13G shall not be construed as an admission that any of the Reporting Persons (other than the Fund) is the beneficial owner of the securities covered by this statement.

Item 2(b).	Address of Principal Business Office:

	For each Reporting Person:

	C/O PASSPORT MANAGEMENT
	30 HOTALING PLACE SUITE 300
	SAN FRANCISCO, CA 94111

Item 2(c).	Citizenship:

	See row 4 of each Reporting Persons’ respective cover page.

Item 2(d).	Title of Class of Securities:

	Common Shares of the Company (the “Common Shares”)

Item 2(e).	CUSIP Number:

	71376H109

Item 3.	Not applicable.

Item 4.	Ownership.

	(a)	Amount beneficially owned:

		See Item 9 of each Reporting Persons’ respective cover page.

	(b)	Percent of class:

		See Item 11 of each Reporting Persons’ respective cover page.

	(c)	Number of shares for which each Reporting Person has sole or shared voting on disposition:

		See Items 5-8 of each Reporting Persons’ respective cover page.

Item 5.	Ownership of Five Percent or Less of a Class.

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company.

	Not Applicable.

Item 8.	Identification and Classification of Members of the Group.

	Not Applicable.

Item 9.	Notice of Dissolution of a Group.

	Not Applicable.

Item 10.	Certification.

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2010

PASSPORT GLOBAL MASTER FUND SPC LTD FOR AND ON BEHALF OF PORTFOLIO A – GLOBAL STRATEGY

By: /s/ JOHN BURBANK
John Burbank
Director

PASSPORT MANAGEMENT, LLC

By: PASSPORT CAPITAL, LLC,
as Managing Member

By: /s/ JOHN BURBANK
John Burbank,
Managing Member

PASSPORT CAPITAL, LLC

By: /s/ JOHN BURBANK
John Burbank,
Managing Member

/s/ JOHN BURBANK
John Burbank

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them the statement on Schedule 13G to which this agreement is attached as an exhibit.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on February 12, 2010.

PASSPORT GLOBAL MASTER FUND SPC LTD FOR AND ON BEHALF OF PORTFOLIO A – GLOBAL STRATEGY

By: /s/ JOHN BURBANK
John Burbank
Director

PASSPORT MANAGEMENT, LLC

By: PASSPORT CAPITAL, LLC,
as Managing Member

By: /s/ JOHN BURBANK
John Burbank,
Managing Member

PASSPORT CAPITAL, LLC

By: /s/ JOHN BURBANK
John Burbank,
Managing Member

/s/ JOHN BURBANK
John Burbank

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