Initial Decision Release No. 1337

Administrative Proceeding

File No. 3-18202

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of

Penny Auction Solutions, Inc.,

Sebring Software, Inc., and

Studio II Brands, Inc.

Initial Decision on Default

December 18, 2018

Appearances: Stephan Schlegelmilch and David S. Frye for the Division of 

Enforcement, Securities and Exchange Commission

Before: Brenda P. Murray, Chief Administrative Law Judge

On September 22, 2017, the Securities and Exchange Commission issued 

an order instituting proceedings (OIP) pursuant to Section 12(j) of the 

Securities Exchange Act of 1934, alleging that Respondents Sebring 

Software, Inc., and Studio II Brands, Inc. (Respondents), have securities 

registered with the Commission under Section 12(g) of the Exchange Act and 

are delinquent in their periodic filings.

1

A different administrative law judge was originally assigned to this 

proceeding and issued an initial decision of default against Respondents. 

Penny Auction Sols., Inc., Initial Decision Release No. 1204, 2017 SEC LEXIS 

3403 (ALJ Oct. 25, 2017). The Commission vacated that decision following 

the Supreme Court’s decision in Lucia v. SEC, 138 S. Ct. 2044 (2018); see 

Pending Admin. Proc., Securities Act of 1933 Release No. 10536, 2018 SEC 

LEXIS 2058, at *2-3 (Aug. 22, 2018). The matter was then reassigned to me 

 

1 Respondent Penny Auction Solutions, Inc., entered into a settlement 

with the Commission and is not included in this initial decision. Penny 

Auction Sols., Inc., Exchange Act Release No. 84492, 2018 SEC LEXIS 2976 

(Oct. 25, 2018).
2

to provide Respondents with the opportunity for a new hearing. Pending 

Admin. Proc., Admin. Proc. Rulings Release No. 5955, 2018 SEC LEXIS 2264, 

at *2, *4 (ALJ Sept. 12, 2018). Respondents were directed to submit 

proposals for the conduct of further proceedings. Penny Auction Sols., Inc., 

Admin. Proc. Rulings Release No. 6107, 2018 SEC LEXIS 2639, at *1 (ALJ 

Sept. 27, 2018). Neither did. I have therefore proceeded under the 

Commission’s instruction to not give weight to or otherwise presume the 

correctness of any prior opinions, orders, or rulings issued by the prior 

administrative law judge. Pending Admin. Proc., 2018 SEC LEXIS 2058, at 

*4.

Previously, I independently reviewed the evidence submitted by the 

Division and determined that Respondents were served with the OIP, and 

their answers were due by October 10, 2017. Penny Auction Sols., Inc., 

Admin. Proc. Rulings Release No. 6371, 2018 SEC LEXIS 3344, at *2 (ALJ 

Nov. 29, 2018). Neither Respondent filed an answer by that date. I ordered 

Respondents to show cause by December 10, 2018, why this proceeding 

should not be determined on default. Id. at *2-3.

To date, neither Respondent has filed an answer, submitted a proposal 

for the conduct of further proceedings, or responded to the show cause order. 

Respondents are therefore in default for failing to file answers, file 

proposals for the conduct of further proceedings, or otherwise defend the 

proceeding. OIP at 3; 17 C.F.R. §§ 201.155(a)(2), .220(f); Pending Admin. 

Proc., 2018 SEC LEXIS 2058, at *4. Accordingly, I deem the allegations in 

the OIP to be true as to Respondents. 17 C.F.R. § 201.155(a). 

Findings of Fact

Sebring Software, Inc., Central Index Key (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). The company 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 March 31, 2015, which reported a net loss of $1,306,000 for the prior 

three months. On August 23, 2015, the company 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 

company’s common stock was not publicly quoted or traded.

Studio II Brands, Inc., 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). The company is delinquent in its 
3

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 company’s common stock was not publicly quoted or traded.

In addition to their repeated failures to file timely periodic reports, 

Respondents failed to heed the delinquency letters, sent to them by the 

Commission’s Division of Corporation Finance, requesting compliance with 

their periodic filing obligations or, through their failures to maintain valid 

addresses on file with the Commission as required by Commission rules, did 

not receive such letters. 

Conclusions of Law

Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 require issuers 

of securities registered with the Commission pursuant to Exchange Act 

Section 12 to file with the Commission current and accurate information in 

annual and quarterly reports, even if the registration is voluntary under 

Exchange Act Section 12(g). 17 C.F.R. §§ 240.13a-1, .13a-13. Compliance 

with these reporting requirements is mandatory. America’s Sports Voice, 

Inc., Exchange Act Release No. 55511, 2007 SEC LEXIS 1241, at *12 (Mar. 

22, 2007), recons. denied, Exchange Act Release No. 55867, 2007 SEC LEXIS 

1239 (June 6, 2007). Scienter is not required to establish violations of 

Exchange Act Section 13(a) and rules thereunder. SEC v. McNulty, 137 F.3d 

732, 740-41 (2d Cir. 1998). By failing to timely file required annual and 

quarterly reports, Respondents violated Exchange Act Section 13(a) and 

Rules 13a-1 and 13a-13.

Sanction

Under Exchange Act Section 12(j), the Commission is authorized, “as it 

deems necessary or appropriate for the protection of investors,” to revoke the 

registration of a security or suspend the registration for a period not 

exceeding twelve months if it finds, after notice and an opportunity for 

hearing, that the issuer of the security has failed to comply with any 

provision of the Exchange Act or rules thereunder. 15 U.S.C. § 78l(j). In 

determining what sanctions will adequately protect investors, the 

Commission “consider[s], among other things, the seriousness of the issuer’s 

violations, the isolated or recurrent nature of the violations, the degree of 

culpability involved, the extent of the issuer’s efforts to remedy its past 

violations and ensure future compliance, and the credibility of its assurances, 

if any, against further violations.” Gateway Int’l Holdings, Inc., Exchange 

Act Release No. 53907, 2006 SEC LEXIS 1288, at *19-20 (May 31, 2006). 
4

Respondents’ failures to file required periodic reports are serious because 

they violate a central provision of the Exchange Act. The purpose of periodic 

reporting is “to supply investors with current and accurate financial 

information about an issuer so that they may make sound [investment] 

decisions.” Id. at *26. The reporting requirements are the primary tool that 

Congress “fashioned for the protection of investors from negligent, careless, 

and deliberate misrepresentations” in the sale of securities. Eagletech 

Commc’ns, Inc., Exchange Act Release No. 54095, 2006 SEC LEXIS 1534, at 

*12 (July 5, 2006) (quoting SEC v. Beisinger Indus. Corp., 552 F.2d 15, 18 

(1st Cir. 1977)). The violations are recurrent. Respondents have not filed 

periodic reports since 2015 or earlier. See Nature’s Sunshine Prods., Inc., 

Exchange Act Release No. 59268, 2009 SEC LEXIS 81, at *20 (Jan. 21, 2009); 

Impax Labs., Inc., Exchange Act Release No. 57864, 2008 SEC LEXIS 1197, 

at *25-26 (May 23, 2008). Respondents are culpable because they knew, or 

should have known, of their obligation to file periodic reports. See ChinaBiotics, Inc., Exchange Act Release No. 70800, 2013 SEC LEXIS 3451, at *37 

& n.60 (Nov. 4, 2013) (holding that scienter is not necessary to establish 

grounds for revocation); Robert L. Burns, Investment Advisers Act of 1940 

Release No. 3260, 2011 SEC LEXIS 2722, at *41 n.60 (Aug. 5, 2011) (stating 

that the Commission has “repeatedly held that ignorance of the securities 

laws is not a defense to liability thereunder”). By not participating in this

proceeding, Respondents forfeited an opportunity to show they made efforts 

to remedy their past violations or to offer any assurances against further 

violations.

On these facts, it is necessary and appropriate for the protection of 

investors to revoke the registrations of each class of Respondents’ registered 

securities. 

Order

I ORDER that, pursuant to Section 12(j) of the Securities Exchange Act 

of 1934, the registrations of each class of registered securities of Sebring 

Software, Inc., and Studio II Brands, Inc., are REVOKED.2

This initial decision shall become effective in accordance with and 

subject to the provisions of Rule of Practice 360. 17 C.F.R. § 201.360. 

Pursuant to that Rule, I FURTHER ORDER that, a party may file a petition 

 

2 This order applies to all classes of Respondents’ securities registered 

under Section 12 of the Exchange Act, whether or not such securities are 

specifically identified by ticker symbol or otherwise in this initial decision.
5

for review of this initial decision within twenty-one days after service of the 

initial decision. 17 C.F.R. § 201.360(b). A party may also file a motion to 

correct a manifest error of fact within ten days of the initial decision, 

pursuant to Rule of Practice 111. 17 C.F.R. § 201.111. If a motion to correct 

a manifest error of fact is filed by a party, then a party shall have twenty-one 

days to file a petition for review from the date of the order resolving such 

motion to correct a manifest error of fact. This initial decision will not 

become final until the Commission enters an order of finality. The 

Commission will enter an order of finality unless a party files a petition for 

review or motion to correct a manifest error of fact or the Commission 

determines on its own initiative to review the initial decision as to a party. If 

any of these events occur, the initial decision shall not become final as to that 

party. 

A respondent has the right to file a motion to set aside a default within a 

reasonable time, stating the reasons for the failure to appear or defend and

specifying the nature of the proposed defense. 17 C.F.R. § 201.155(b). The 

Commission can set aside a default at any time for good cause. Id. 

_______________________________

Brenda P. Murray

Chief Administrative Law Judge