SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
May 7, 2013
Date of Report
(Date of Earliest Event Reported)
LIVE BRANDS, INC.
(Exact Name of Registrant as Specified in its Charter)
HARROGATE ACQUISITION CORPORATION
(Former Name of Registrant as Specified in its Charter)
Delaware 000-54827 46-1856279
(State or other (Commission File Number) (IRS Employer
jurisdiction of incorporation) Identification No.)
4845 Pearl East Circle
Suite 101
Boulder, Colorado 80301
(Address of Principal Executive Offices)
215 Apolena Avenue
Newport Beach, California 92662
(Former Address of Principal Executive Offices)
202-387-5400
(Registrant's Telephone Number)
ITEM 3.02 Unregistered Sales of Equity Securities
On May 8, 2013, Live Brands, Inc. (formerly Harrogate Acquisition
Corporation) (the "Registrant" or the "Company") issued 1,000,000 shares
of its common stock to Christopher J. Henry and Shannon Reagan pursuant
to Section 4(2) of the Securities Act of 1933 at par representing 71% of
the total outstanding 1,400,000 shares of common stock.
ITEM 5.01 Changes in Control of Registrant
On May 7, 2013, the following events occurred which resulted in a
change of control of the Registrant:
1. The Registrant redeemed an aggregate of 19,600,000 of the then
20,000,000 shares of outstanding stock at a redemption price of $.0001
per share for an aggregate redemption price of $1,960.
2. The then current officers and directors resigned.
3. New officer(s) and director(s) were appointed and elected.
The disclosure required by Item 5.01(a)(8) of Form 8-K was previously
filed with the Securities and Exchange Commission on Form 10-12G filed on
October 10, 2012 as supplemented by the information contained in this
report.
The Registrant anticipates that it will effect a business combination
with Live Brands, Incorporated, a private natural supplement company.
Live Brands, the private company, provides great-tasting, high-quality
nutritional supplements to meet the lifestyle and life stage needs of
women. The core product of Live Brands (the private company) is Live Cool
supplements targeted to women over 35 with a focus on issues concerning
menopause, stress and aging. Live Brands uses natural ingredients and
focuses its product development on utilizing natural ingredients with
substantiated health benefits, quick market accessibility, and high market
receptivity and sustainable growth.
ITEM 5.02 Departure of Directors or Principal Officers;
Election of Directors
On May 7, 2013, James M. Cassidy resigned as the Registrant's president,
secretary and director.
On May 7, 2013, James McKillop resigned as the Registrant's vice
president and director.
On May 7, 2013, Christopher J. Henry and Shannon Reagan were named as
the directors of the Registrant.
On May 7, 2013, Christopher J. Henry was appointed Chief Executive
Officer, Shannon Reagan was appointed President and Efrain Mendoze was
appointed Vice President for sales and marketing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunder duly authorized.
LIVE BRANDS, INC.
Date: May 8, 2013 /s/ Shannon Reagan
President