HEMP, GRWC, CBDS, CBDG, WEDG: SEC Admin Proceeding against Honeysuckle Research Inc./ticker WEDG:
1. Beginning in December 2014, Honeysuckle primarily engaged in the business of investing and trading in securities, and more than 40% of its total assets (other than Government securities and cash items) consisted of investment securities as defined by Section 3(a)(2) of the Investment Company Act. The company has no operating business and has never realized an operating profit or revenue. As of January 3, 2017, Honeysuckle’s investment securities had a value of over $9.4 million constituting about 88% of Honeysuckle’s total assets (exclusive of Government securities and cash items). As a result, Honeysuckle has been and is in violation of Section 7(a) of the Investment Company Act.
2. Honeysuckle Research Inc. is a Nevada corporation headquartered in Woodland Hills, California. In July 2013, Honeysuckle’s predecessor company, Ovation Research, Inc. (“Ovation”), filed a Form S-1 with the Commission to register a class of securities for offer and sale to the public. The Form S-1 went effective on December 5, 2013. Its shares are currently quoted on OTC Link (formerly “Pink Sheets”) operated by OTC Markets Group (“OTC Link”), under the symbol (OTCPINK:WEDG). Honeysuckle and its predecessor companies have never been registered with the Commission as an investment company.
3. In December 2012, Honeysuckle started as a company named Ovation, which purported to distribute stainless steel cookware. In September 2014, Ovation changed its name to Weed Growth Fund, Inc. and, as stated in its Form 10-Q filed in January 2015, changed its business model to the establishment and investment in, and the acquisition, operation and management of, intellectual property and business ventures in hemp, medicinal cannabis, legalized cannabis and related industries. In April 2016, Weed Growth changed its name to Honeysuckle, but maintained the same business model.
4. In December 2014, Honeysuckle acquired non-controlling interests in various hemp-related companies quoted on OTC Link (formerly “Pink Sheets”) operated by OTC Markets Group, Inc., including Hemp, Inc. (OTCPINK: HEMP), Grow Condos, Inc. (OTCQB: GRWC), and Cannabis Sativa, Inc. (OTCQB: CBDS) by purchasing the common stock of these companies. Honeysuckle also acquired a majority interest in THC Farmaceuticals, Inc. (OTCQB: CBDG). Honeysuckle acquired the majority of these interests by exchanging the shares for non-controlling shares of Honeysuckle. In 2014 and 2015, Honeysuckle also purchased investment securities in three privately-owned companies. Honeysuckle paid a total of $710,000 for the private investment securities and non-controlling interests in three of the OTC Link companies. As of January 3,2017, the total combined value of these investments was $9,431,453.
5. Honeysuckle’s other assets total about $1.3 million and comprise various fixed assets (furniture, hardware and software) and a few non-securities related investments that have not produced any operating revenue. Honeysuckle has had no revenue since at least December 2014.
6. In 2015, the staff from the Division of Corporation Finance and the Division of Investment Management requested information from Honeysuckle concerning whether it was an investment company as defined by the Investment Company Act and whether any registration exemption or exclusion applied. Honeysuckle did not respond to staff comments in a timely manner.
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10. As a result of the conduct described above, Honeysuckle is violating Section 7(a) of the Investment Company Act, which makes it unlawful for an unregistered investment company to, among other things, “directly or indirectly offer for sale, sell, or deliver after sale, by the use of the
mails or any means or instrumentality of interstate commerce, any security or any interest in a security” or “engage in any business in interstate commerce.”
11. Within 60 days of the institution of the Order, Respondent Honeysuckle shall come into compliance with Section 7(a) of the Investment Company Act by either:
a. Filing a notification of registration pursuant to Section 8(a) of the
Investment Company Act, and then within 90 days of filing such
notification of registration, filing a registration statement with the
Commission, on the appropriate form; or
b. Completing steps such that Honeysuckle is no longer required to be
registered under Section 7(a) of the Investment Company Act and providing
the Commission staff with sufficient credible evidence that it is no longer required to be registered under the Investment Company Act.
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