STUDIO II BRANDS INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-09-15: Form 8-K/A; Period of report 2014-06-30; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
- 2014-07-10: Form 8-K; Period of report 2014-06-30; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
- 2013-01-22: Form 8-K; Period of report 2012-12-31; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2012-10-03: Form 8-K; Period of report 2012-09-21; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-09-15 | 8-K/A | 2014-06-30 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On June 30, 2014, through its wholly-owned subsidiary, Hippo Lace Limited (“HLL”), the Registrant completed the acquisition of Golden Spring Limited, a Hong Kong corporation (“Golden Spring”), by purchasing all of the issued and outstanding shares of Golden Spring. | form8kav1.htm |
| 2014-07-10 | 8-K | 2014-06-30 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On June 30, 2014, through its wholly-owned subsidiary, Hippo Lace Limited (“HLL”), the Registrant completed the acquisition of Golden Spring Limited, a Hong Kong corporation (“Golden Spring”), by purchasing all of the issued and outstanding shares of Golden Spring. | item2018kgoldenspringacquisi.htm |
| 2013-01-22 | 8-K | 2012-12-31 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 31, 2012, Mr. Yam Kee Cheong resigned from his position as a member of the Board of Directors of the Registrant. | studioii_8kitem502resignatio.htm |
| 2012-10-03 | 8-K | 2012-09-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 21, 2012, Leung Kin Wah resigned from his positions as Chief Financial Officer and Principal Accounting Officer of Studio II Brands, Inc. (the “Company”), a Florida corporation. | studioii_8kitem502resignatio.htm |
| 2012-07-05 | 8-K | 2012-04-01 | 1.02 Termination of a Material Definitive Agreement | studioii_8kitem12termination.htm | |
| 2012-04-23 | 8-K/A | 2011-02-10 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On February 10 2011, Studio II Brands, Inc., a Florida corporation (hereinafter referred to as the “Registrant”), entered into a Share Exchange Agreement (the “Exchange Agreement”) with Hippo Lace Limited (“HLL”), a British Virgin Islands corporation. 2.01 Closing of the exchange transaction under the terms of the Exchange Agreement described in Item 1.01 was completed on February 10, 2011. 3.02 On November 19, 2010, the Registrant issued a total of 5,862,500 shares of its previously unissued shares of common stock to a total of 21 persons for cash consideration of $5,862.50, or $0.001 per share. 4.02 On August 1, 2011, the Board of Directors of the Company initially concluded, based upon the recommendation of management, that the previously issued consolidated financial statements for HLL and its subsidiary Legend Sun as of March 31, 2010 and for the period from December 11, 2009 to March 31, 2010, and as of December 31, 2010 and for the nine months ended December 31, 2010, filed as exhibits 99.1 and 99.2.1 to the Company’s Current Report on Form 8-K Amendment No 1, filed on May 13, 2011, should no longer be relied upon. 5.02 On November 19, 2010, the Board of Directors elected to increase the Board from 2 members to 5 members and appointed Yam Kee Cheong, Chan Tak Hing and Gary S. Joiner as new members. | f8ka8final.htm |
| 2012-04-20 | 8-K/A | 2011-02-10 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On February 10 2011, Studio II Brands, Inc., a Florida corporation (hereinafter referred to as the “Registrant”), entered into a Share Exchange Agreement (the “Exchange Agreement”) with Hippo Lace Limited (“HLL”), a British Virgin Islands corporation. 2.01 Closing of the exchange transaction under the terms of the Exchange Agreement described in Item 1.01 was completed on February 10, 2011. 3.02 On November 19, 2010, the Registrant issued a total of 5,862,500 shares of its previously unissued shares of common stock to a total of 21 persons for cash consideration of $5,862.50, or $0.001 per share. 4.02 On August 1, 2011, the Board of Directors of the Company initially concluded, based upon the recommendation of management, that the previously issued consolidated financial statements for HLL and its subsidiary Legend Sun as of March 31, 2010 and for the period from December 11, 2009 to March 31, 2010, and as of December 31, 2010 and for the nine months ended December 31, 2010, filed as exhibits 99.1 and 99.2.1 to the Company’s Current Report on Form 8-K Amendment No 1, filed on May 13, 2011, should no longer be relied upon. 5.02 On November 19, 2010, the Board of Directors elected to increase the Board from 2 members to 5 members and appointed Yam Kee Cheong, Chan Tak Hing and Gary S. Joiner as new members. | f8ka7clean20120418.htm |
| 2012-04-18 | 8-K | 2012-04-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 13, 2012, Mr. Cheung Sing resigned from his positions as President of Studio II Brands, Inc. (the “Company”), a Florida corporation. | studioii_8kitem502resignatio.htm |
| 2012-04-10 | 8-K/A | 2012-03-29 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On March 29, 2012, through its wholly-owned subsidiary, Hippo Lace Limited (“HLL”), the Registrant completed the acquisition of Sino Wish Limited, a Hong Kong corporation (“Sino Wish”), by purchasing all of the issued and outstanding shares of Sino Wish. | studioii_8kaitem201acquisiti.htm |
| 2012-04-04 | 8-K | 2012-03-29 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 On March 29, 2012, through its wholly-owned subsidiary, Hippo Lace Limited (“HLL”), the Registrant completed the acquisition of Sino Wish Limited, a Hong Kong corporation (“Sino Wish”), by purchasing all of the issued and outstanding shares of Sino Wish. | item201sinowishacquisitionfi.htm |
| 2012-04-03 | 8-K | 2012-03-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 29, 2012, Mr. Gary S. Joiner resigned from his positions as Secretary and as a member of the Board of Directors of Studio II Brands, Inc. (the “Company”), a Florida corporation. | studioii_8kitem502resignatio.htm |
| 2012-02-24 | 8-K | 2012-02-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 17, 2012, Mr. Cheung Sing resigned from his positions as Chief Executive Officer and Chairman of the Board of Directors of Studio II Brands, Inc. (the “Company”), a Florida corporation, and as the Director of the Company’s subsidiary, Hippo Lace Limited. | studioii_8kitem502resignatio.htm |
| 2012-01-10 | 8-K/A | 2011-02-10 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On February 10 2011, Studio II Brands, Inc., a Florida corporation (hereinafter referred to as the “Registrant”), entered into a Share Exchange Agreement (the “Exchange Agreement”) with Hippo Lace Limited (“HLL”), a British Virgin Islands corporation. 2.01 Closing of the exchange transaction under the terms of the Exchange Agreement described in Item 1.01 was completed on February 10, 2011. 3.02 On November 19, 2010, the Registrant issued a total of 5,862,500 shares of its previously unissued shares of common stock to a total of 21 persons for cash consideration of $5,862.50, or $0.001 per share. 4.02 On August 1, 2011, the Borad of Directors of the Company concluded, based upon the recommendation of management to respond to SEC comments issued on June 17, 2011 regarding principle of consolidation of Legend Sun by HLL on the acquisition date of February 24, 2010, and inclusion of financial statements of Legend Sun (predecessor to Hippo Lace) for April 1, 2009 through February 23, 2010 and Hippo Lace (successor) for the period from February 24, 2010 through March 31, 2010 in bifurcated format in the Form 10-K for the year ended March 31, 2011, that the previously issued consolidated financial statements for HLL and its subsidiary Legend Sun as of March 31, 2010 and for the period from December 11, 2009 to March 31, 2010, and as of December 31, 2010 and for the nine months ended December 31, 2010 as reported in the exhibit 99.1 and 99.2 of the Company’s Form 8-K Amendment No 1 filed on May 13, 2011, should no longer be relied upon. 5.02 On November 19, 2010, the Board of Directors elected to increase the Board from 2 members to 5 members and appointed Yam Kee Cheong, Chan Tak Hing and Gary S. Joiner as new members. | f8ka6final.htm |
| 2011-12-13 | 8-K/A | 2011-02-10 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On February 10 2011, Studio II Brands, Inc., a Florida corporation (hereinafter referred to as the “Registrant”), entered into a Share Exchange Agreement (the “Exchange Agreement”) with Hippo Lace Limited (“HLL”), a British Virgin Islands corporation. 2.01 Closing of the exchange transaction under the terms of the Exchange Agreement described in Item 1.01 was completed on February 10, 2011. 3.02 On November 19, 2010, the Registrant issued a total of 5,862,500 shares of its previously unissued shares of common stock to a total of 21 persons for cash consideration of $5,862.50, or $0.001 per share. 4.02 On August 1, 2011, the Borad of Directors of the Company concluded, based upon the recommendation of management to respond to SEC comments issued on June 17, 2011 regarding principle of consolidation of Legend Sun by HLL on the acquisition date of February 24, 2010, and inclusion of financial statements of Legend Sun (predecessor to Hippo Lace) for April 1, 2009 through February 23, 2010 and Hippo Lace (successor) for the period from February 24, 2010 through March 31, 2010 in bifurcated format in the Form 10-K for the year ended March 31, 2011, that the previously issued consolidated financial statements for HLL and its subsidiary Legend Sun as of March 31, 2010 and for the period from December 11, 2009 to March 31, 2010, and as of December 31, 2010 and for the nine months ended December 31, 2010 as reported in the exhibit 99.1 and 99.2 of the Company’s Form 8-K Amendment No 1 filed on May 13, 2011, should no longer be relied upon. 5.02 On November 19, 2010, the Board of Directors elected to increase the Board from 2 members to 5 members and appointed Yam Kee Cheong, Chan Tak Hing and Gary S. Joiner as new members. | f8ka5final.htm |
| 2011-12-12 | 8-K/A | 2011-02-10 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On February 10 2011, Studio II Brands, Inc., a Florida corporation (hereinafter referred to as the “Registrant”), entered into a Share Exchange Agreement (the “Exchange Agreement”) with Hippo Lace Limited (“HLL”), a British Virgin Islands corporation. 2.01 Closing of the exchange transaction under the terms of the Exchange Agreement described in Item 1.01 was completed on February 10, 2011. 3.02 On November 19, 2010, the Registrant issued a total of 5,862,500 shares of its previously unissued shares of common stock to a total of 21 persons for cash consideration of $5,862.50, or $0.001 per share. 4.02 On August 1, 2011, the Borad of Directors of the Company concluded, based upon the recommendation of management to respond to SEC comments issued on June 17, 2011 regarding principle of consolidation of Legend Sun by HLL on the acquisition date of February 24, 2010, and inclusion of financial statements of Legend Sun (predecessor to Hippo Lace) for April 1, 2009 through February 23, 2010 and Hippo Lace (successor) for the period from February 24, 2010 through March 31, 2010 in bifurcated format in the Form 10-K for the year ended March 31, 2011, that the previously issued consolidated financial statements for HLL and its subsidiary Legend Sun as of March 31, 2010 and for the period from December 11, 2009 to March 31, 2010, and as of December 31, 2010 and for the nine months ended December 31, 2010 as reported in the exhibit 99.1 and 99.2 of the Company’s Form 8-K Amendment No 1 filed on May 13, 2011, should no longer be relied upon. 5.02 On November 19, 2010, the Board of Directors elected to increase the Board from 2 members to 5 members and appointed Yam Kee Cheong, Chan Tak Hing and Gary S. Joiner as new members. | f8ka4final.htm |
| 2011-10-27 | 8-K/A | 2011-02-10 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On February 10 2011, Studio II Brands, Inc., a Florida corporation (hereinafter referred to as the “Registrant”), entered into a Share Exchange Agreement (the “Exchange Agreement”) with Hippo Lace Limited (“HLL”), a British Virgin Islands corporation. 2.01 Closing of the exchange transaction under the terms of the Exchange Agreement described in Item 1.01 was completed on February 10, 2011. 3.02 On November 19, 2010, the Registrant issued a total of 5,862,500 shares of its previously unissued shares of common stock to a total of 21 persons for cash consideration of $5,862.50, or $0.001 per share. 4.02 On August 1, 2011, the Borad of Directors of the Company concluded, based upon the recommendation of management to respond to SEC comments issued on June 17, 2011 regarding principle of consolidation of Legend Sun by HLL on the acquisition date of February 24, 2010, and inclusion of financial statements of Legend Sun (predecessor to Hippo Lace) for April 1, 2009 through February 23, 2010 and Hippo Lace (successor) for the period from February 24, 2010 through March 31, 2010 in bifurcated format in the Form 10-K for the year ended March 31, 2011, that the previously issued consolidated financial statements for HLL and its subsidiary Legend Sun as of March 31, 2010 and for the period from December 11, 2009 to March 31, 2010, and as of December 31, 2010 and for the nine months ended December 31, 2010 as reported in the exhibit 99.1 and 99.2 of the Company’s Form 8-K Amendment No 1 filed on May 13, 2011, should no longer be relied upon. 5.02 On November 19, 2010, the Board of Directors elected to increase the Board from 2 members to 5 members and appointed Yam Kee Cheong, Chan Tak Hing and Gary S. Joiner as new members. | f8ka3cleanwithoutexhibits201.htm |
| 2011-08-08 | 8-K/A | 2011-02-10 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On February 10 2011, Studio II Brands, Inc., a Florida corporation (hereinafter referred to as the “Registrant”), entered into a Share Exchange Agreement (the “Exchange Agreement”) with Hippo Lace Limited (“HLL”), a British Virgin Islands corporation. 2.01 Closing of the exchange transaction under the terms of the Exchange Agreement described in Item 1.01 was completed on February 10, 2011. 3.02 On November 19, 2010, the Registrant issued a total of 5,862,500 shares of its previously unissued shares of common stock to a total of 21 persons for cash consideration of $5,862.50, or $0.001 per share. 5.02 On November 19, 2010, the Board of Directors elected to increase the Board from 2 members to 5 members and appointed Yam Kee Cheong, Chan Tak Hing and Gary S. Joiner as new members. | f8ka2clean20110806.htm |
| 2011-06-07 | 8-K | 2011-06-06 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On June 1, 2011, the Registrant advised the firm of Lake & Associates CPA’s, LLC, (“Lake”), that it had been dismissed as the principal independent accountant to audit the Registrant’s financial statements for the fiscal year ending March 31, 2011. | changeofauditor8k612011.htm |
| 2011-06-03 | 8-K | 2011-05-31 | 1.02 Termination of a Material Definitive Agreement | 1.02 On May 31, 2011, Hippo Lace Ltd. (“HLL”), the Registrant’s wholly-owned subsidiary, terminated its subfranchise agreement with Beijing Kenon Bistro Catering Limited (“BJ Kenon”). | terminationofbjkenonsubfranc.htm |
| 2011-06-03 | 8-K | 2011-05-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 16, 2011, Mr. Cheung Ming resigned from his positions as President, Chief Executive Officer, Director and Chairman of the Board of Directors of Studio II Brands, Inc. (the “Company”), a Florida corporation, and the Director of its subsidiary Hippo Lace Limited. | studioii_8kitem502resignatio.htm |
| 2011-05-13 | 8-K/A | 2011-02-10 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On February 10 2011, Studio II Brands, Inc., a Florida corporation (hereinafter referred to as the “Registrant”), entered into a Share Exchange Agreement (the “Exchange Agreement”) with Hippo Lace Limited (“HLL”), a British Virgin Islands corporation. 2.01 Closing of the exchange transaction under the terms of the Exchange Agreement described in Item 1.01 was completed on February 10, 2011. 3.02 On November 19, 2010, the Registrant issued a total of 5,862,500 shares of its previously unissued shares of common stock to a total of 21 persons for cash consideration of $5,862.50, or $0.001 per share. 5.02 On November 19, 2010, the Board of Directors elected to increase the Board from 2 members to 5 members and appointed Yam Kee Cheong, Chan Tak Hing and Gary S. Joiner as new members. | studioiibrandssuper8kafinal.htm |
| 2011-02-10 | 8-K | 2011-02-10 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On February 10 2011, Studio II Brands, Inc., a Florida corporation (hereinafter referred to as the “Registrant”), entered into a Share Exchange Agreement (the “Exchange Agreement”) with Hippo Lace Limited (“HLL”), a British Virgin Islands corporation. 2.01 Closing of the exchange transaction under the terms of the Exchange Agreement described in Item 1.01 was completed on February 10, 2011. 3.02 On November 19, 2010, the Registrant issued a total of 5,862,500 shares of its previously unissued shares of common stock to a total of 21 persons for cash consideration of $5,862.50, or $0.001 per share. 5.02 On November 19, 2010, the Board of Directors elected to increase the Board from 2 members to 5 members and appointed Yam Kee Cheong, Chan Tak Hing and Gary S. Joiner as new members. | studioiibrandssuper8ksuper8k.htm |
| 2010-10-14 | 8-K | 2010-10-11 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On October 11, 2010, the Board of Directors of the Registrant approved the adoption of amended bylaws to become effective immediately as of the date of adoption. | studioii_8kamendbylaws.htm |
| 2009-09-22 | 8-K | 2008-09-11 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 As reported on a Definitive Schedule 14C Information Statement filed with the Securities and Exchange Commission on August 18, 2009, pursuant to written consents dated June 10, 2009 and August 4, 2009, the majority shareholder of Studio II Brands, Inc., a Florida corporation (the “Company”) voted in favor of proposals submitted by the Board of Directors to change the Company’s name to “Studio II Brands, Inc.” and to complete a 1-for-2 reverse stock split. | studioii_8knamechangefinal.htm |
| 2008-05-01 | 8-K | 2008-04-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | studioii8kitem502appointment.htm | |
| 2008-03-14 | 8-K/A | 2008-03-12 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | studioii8kchangeoffiscalyear.htm | |
| 2008-02-26 | 8-K | 2008-02-20 | 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | studioii8kitem501changeofcon.htm | |
| 2008-01-23 | 8-K | 2007-12-24 | 4.01 Changes in Registrant's Certifying Accountant | studioiiproductions8kitem401.htm | |
| 2006-09-18 | 8-K | 2006-08-21 | 4.01 Changes in Registrant's Certifying Accountant | chgstudio8k.htm | |
| 2004-03-29 | 8-K | 2004-02-27 | 4.01 Changes in Registrant's Certifying Accountant | studiochg2004.htm | |
| 2002-11-19 | 8-K | 2002-11-15 | 4.01 Changes in Registrant's Certifying Accountant | studiochangeacct.htm |