UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 81690 / September 22, 2017

ADMINISTRATIVE PROCEEDING

File No. 3-18202

In the Matter of 

Penny Auction Solutions, Inc., Sebring 

Software, Inc., and Studio II Brands, Inc.,

Respondents.

ORDER INSTITUTING 

ADMINISTRATIVE 

PROCEEDINGS AND NOTICE OF 

HEARING PURSUANT TO 

SECTION 12(j) OF THE 

SECURITIES EXCHANGE ACT 

OF 1934

I.

The Securities and Exchange Commission (“Commission”) deems it necessary and 

appropriate for the protection of investors that public administrative proceedings be, and hereby 

are, instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 (“Exchange 

Act”) against the Respondents named in the caption.

II.

After an investigation, the Division of Enforcement alleges that:

A. RESPONDENTS1

1. Penny Auction Solutions, Inc. (“Penny Auction”) (CIK No. 1502974) is a revoked

Nevada corporation located in San Diego, California with a class of securities registered with the 

Commission pursuant to Exchange Act Section 12(g). Penny Auction is delinquent in its 

periodic filings with the Commission, having not filed any periodic reports since it filed a Form 

10-Q for the period ended February 29, 2016, which reported a net loss of $204,693 for the prior 

six months. As of September 5, 2017, the common stock of Penny Auction was not publicly 

quoted or traded. 

2. Sebring Software, Inc. (“Sebring”) (CIK No. 1452476) is a defaulted Nevada

corporation located in Sarasota, Florida with a class of securities registered with the Commission 

pursuant to Exchange Act Section 12(g). Sebring is delinquent in its periodic filings with the 

 

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In cases where the short form of the issuer’s name is in all capital letters, the short form is also its current 

or former stock symbol.
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Commission, having not filed any periodic reports since it filed a Form 10-Q for the period 

ended March 31, 2015, which reported a net loss of $1,306,000 for the prior three months. On 

August 23, 2015, Sebring filed a Chapter 11 petition in the U.S. Bankruptcy Court for the Middle 

District of Florida, which was still pending as of September 6, 2017. As of September 5, 2017, 

the common stock of Sebring was not publicly quoted or traded. 

3. Studio II Brands, Inc. (“Studio II”) (CIK No. 1081091) is a Florida corporation

located in Hong Kong with a class of securities registered with the Commission pursuant to 

Exchange Act Section 12(g). Studio II is delinquent in its periodic filings with the Commission, 

having not filed any periodic reports since it filed a Form 10-Q for the period ended June 30, 

2015, which reported a net loss of $ $151,500 for the prior three months. As of September 5, 

2017, the common stock of Studio II was not publicly quoted or traded. 

B. DELINQUENT PERIODIC FILINGS

4. As discussed in more detail above, all of the Respondents are delinquent in their 

periodic filings with the Commission, have repeatedly failed to meet their obligations to file 

timely periodic reports, and failed to heed delinquency letters sent to them by the Division of 

Corporation Finance requesting compliance with their periodic filing obligations or, through 

their failure to maintain a valid address on file with the Commission as required by Commission 

rules, did not receive such letters.

5. Exchange Act Section 13(a) and the rules promulgated thereunder require issuers 

of securities registered pursuant to Exchange Act Section 12 to file with the Commission current 

and accurate information in periodic reports, even if the registration is voluntary under Section 

12(g). Specifically, Rule 13a-1 requires issuers to file annual reports, and Rule 13a-13 requires 

domestic issuers to file quarterly reports. 

6. As a result of the foregoing, Respondents failed to comply with Exchange Act 

Section 13(a) and Rules 13a-1 and 13a-13 thereunder.

III.

In view of the allegations made by the Division of Enforcement, the Commission deems 

it necessary and appropriate for the protection of investors that public administrative proceedings 

be instituted to determine: 

A. Whether the allegations contained in Section II hereof are true and, in connection 

therewith, to afford the Respondents an opportunity to establish any defenses to such allegations; 

and,

B. Whether it is necessary and appropriate for the protection of investors to suspend 

for a period not exceeding twelve months, or revoke the registration of each class of securities 

registered pursuant to Section 12 of the Exchange Act of the Respondents identified in Section II 

hereof, and any successor under Exchange Act Rules 12b-2 or 12g-3, and any new corporate 

names of any Respondents.
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IV.

IT IS HEREBY ORDERED that a public hearing for the purpose of taking evidence on 

the questions set forth in Section III hereof shall be convened at a time and place to be fixed, and 

before an Administrative Law Judge to be designated by further order as provided by Rule 110 

of the Commission’s Rules of Practice [17 C.F.R. § 201.110].

IT IS HEREBY FURTHER ORDERED that Respondents shall file an Answer to the 

allegations contained in this Order within ten (10) days after service of this Order, as provided by 

Rule 220(b) of the Commission’s Rules of Practice [17 C.F.R. § 201.220(b)].

If any Respondent fails to file the directed Answer, or fails to appear at a hearing after 

being duly notified, such Respondent, and any successor under Exchange Act Rules 12b-2 or 

12g-3, and any new corporate names of such Respondent, may be deemed in default and the 

proceedings may be determined against it upon consideration of the allegations of this Order as 

to such Respondent, which may be deemed to be true as provided by Rules 155(a), 220(f), 

221(f), and 310 of the Commission’s Rules of Practice [17 C.F.R. §§ 201.155(a), 201.220(f), 

201.221(f), and 201.310].

This Order shall be served forthwith upon Respondents by any means permitted by the 

Commission’s Rules of Practice.

IT IS FURTHER ORDERED that, pursuant to Rule 360(a)(2) of the Commission’s Rules 

of Practice, [17 C.F.R. § 201.360(a)(2)], the Administrative Law Judge shall issue an initial 

decision no later than [30] days from the occurrence of one of the following events: (A) The 

completion of post-hearing briefing in a proceeding where the hearing has been completed; (B) 

Where the hearing officer has determined that no hearing is necessary, upon completion of 

briefing on a motion pursuant to Rule 250 of the Commission’s Rules of Practice, [17 C.F.R. § 

201.250]; or (C) The determination by the hearing officer that a party is deemed to be in default 

under Rule 155 of the Commission’s Rules of Practice, [17 C.F.R. § 201.155] and no hearing is 

necessary. 

In the absence of an appropriate waiver, no officer or employee of the Commission 

engaged in the performance of investigative or prosecuting functions in this or any factually 

related proceeding will be permitted to participate or advise in the decision of this matter, except 
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as witness or counsel in proceedings held pursuant to notice. Since this proceeding is not “rule 

making” within the meaning of Section 551 of the Administrative Procedure Act, it is not 

deemed subject to the provisions of Section 553 delaying the effective date of any final 

Commission action.

By the Commission.

Brent J. Fields

Secretary