SEC Suspensions & Revocations

[Homebrew]

HBRK, JYHW, RBCF Suspension/Revocation
https://www.sec.gov/litigation/admin/2018/34-83245.pdf

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
SECURITIES EXCHANGE ACT OF 1934
Release No.
83245
/ May 15, 2018
ADMINISTRATIVE PROCEEDING
File No.
3
-
18484
In the Matter of
Hedgebrook
,
JayHawk Energy, Inc.
,
and
Rubicon Finan
cial
,
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 ap
propriate 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 Respondents
Hedgebrook
, JayHawk Energy, Inc.,
and
Rubi
con Financial, Inc.
II.
After an investigation, the Division of Enforcement alleges that:
A.
RESPONDENT
S
1
.
Hedgebrook
(CIK No.
1567852
) is a
defaulted Nevada
corporation located in
Houston, Texas
with a class of securities registered with the Commissio
n pursuant to
Exchange Act Section 12(g).
Hedgebrook i
s 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, 2014, which reported a net loss of $37,977 for
the prior three
months.
As of
May 8
, 2018
, the company’s stock (symbol “
HBRK”) was
quoted on OTC
Link
(previously
“
Pink Sheets
”
) operated by OTC Markets Group Inc. (
“
OTC Link
”
)
,
had
t
wo
market makers, and was eligible for the “piggyback” exception of Exch
ange Act
Rule 15c2
-
11(f)(3).
2
2
.
JayHawk Energy
, Inc
.
(CIK No.
1
308710
) is a
permanently
revoked Nevada
corporation located in
Peoria, Arizona
with a class of securities registered with the
Commission pursuant to Exchange Act Section 12(g).
JayHa
wk Energy
, Inc
.
i
s
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
J
une
3
0
,
201
6
, which reported a
net loss of
$
730,504
for the prior
nine
months
.
As of
May 8
, 2
018
,
the company’s stock
(symbol “
JYHW
”) was quoted on OTC Link, had
s
even
market makers, and was eligible
for the “piggyback” exception of Exchange Act Rule 15c2
-
11(f)(3).
3
.
Rubicon Financial,
Inc. (CIK No.
1103977
) is a
defaulted Nevada
corporation
located in
Irvine, California
with a class of securities registered with the Commission
pursuant to Exchange Act Section 12(g).
Rubicon Financial,
Inc. is delinquent in its
periodic filings with the Commission, having not filed any periodic reports since i
t filed a
Form 10
-
Q for the period ended
June
30, 201
5
, which reported a net loss of $1
66,931
for
the prior
six
months. As of
May 8
, 2018
, the company’s stock (symbol “
RBCF
”) was
quoted on OTC Link, had five market makers, and was eligible for the “piggyba
ck”
exception of Exchange Act Rule 15c2
-
11(f)(3).
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
obligati
ons 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 curr
ent 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 defense
s
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
3
class of securities registered pursuant to Section 12 of the Ex
change 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.
IV.
IT IS HEREBY ORDERED that a public hearing for the purpose of taking
evidence o
n 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
Respondents fail to file the directed Answers, or fail to appear at a hearing after
being duly notified, the Respondents, and any successor under Exchange Act Rules 12b
-
2
or 12g
-
3, and any new corporate names of any Respondents, may be deemed in default
a
nd the proceedings may be determined against
them
upon consideration of this Order,
the allegations of 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),
201.2
20(f), 201.221(f), and 201.310.
This Order shall be served forthwith upon Respondents
as provided for in 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. § 201.36
0(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 prosecu
ting functions in this
or any factually related proceeding will be permitted to participate or advise in the
decision of this matter, except as witness or counsel in proceedings held pursuant to
4
notice. Since this proceeding is not “rule making” wi
thin 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