Initial Decision Release No. 1325

Administrative Proceeding

File No. 3-18480

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of

Grey Fox Holdings Corp. (f/k/a 

Gray Fox Petroleum Corp.),

Green Innovations Ltd., and

Red Giant Entertainment, Inc.

Initial Decision on Default as 

to Green Innovations Ltd.

December 6, 2018

Appearances: James M. Carlson and Neil J. Welch, Jr.,

for the Division of Enforcement,

Securities and Exchange Commission

Before: Brenda P. Murray, Chief Administrative Law Judge

On May 14, 2018, 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 Grey Fox Holdings Corp. 

(f/k/a Gray Fox Petroleum Corp.), Green Innovations Ltd., and Red Giant 

Entertainment, Inc., have securities registered with the Commission under

Section 12(g) of the Exchange Act and are delinquent in their periodic 

filings.

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Following the Supreme Court’s decision in Lucia v. SEC, 138 S. Ct. 2044 

(2018), the matter was reassigned to me 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); see 

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

 

1 Grey Fox Holdings is engaged in settlement negotiations with the 

Division of Enforcement. Red Giant Entertainment is participating in the 

proceeding. This initial decision applies to Green Innovations Ltd. only.
2

LEXIS 2058, at *2-3 (Aug. 22, 2018). Respondents were directed to submit 

proposals for the conduct of further proceedings. Grey Fox Holdings Corp., 

Admin. Proc. Rulings Release No. 6081, 2018 SEC LEXIS 2592, at *1-2 (ALJ 

Sept. 25, 2018). Green Innovations did not submit a proposal. 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 Green Innovations was served with the OIP, 

and its answer was due by May 30, 2018. Grey Fox Holdings Corp., Admin.

Proc. Rulings Release No. 6303, 2018 SEC LEXIS 3110, at *2-3 (ALJ Nov. 7, 

2018). In October 2018, a third party claiming to be senior preferred creditor 

of Green Innovations moved to intervene. I gave counsel for the third party 

the opportunity to participate in a prehearing conference on November 20, 

2018, id. at *3-4, but he did not appear. After the prehearing conference, I 

ordered Green Innovations to show cause by November 30, 2018, why this 

proceeding should not be determined on default. Grey Fox Holdings Corp., 

Admin. Proc. Rulings Release No. 6352, 2018 SEC LEXIS 3281, at *1 (ALJ 

Nov. 20, 2018).

To date, Green Innovations has not filed an answer, submitted a 

proposal for the conduct of further proceedings, participated in the 

prehearing conference, or responded to the show cause order. Green 

Innovations is therefore in default. OIP at 3; 17 C.F.R. §§ 201.155(a)(1)-(2), 

.220(f), .221(f); Pending Admin. Proc., 2018 SEC LEXIS 2058, at *4. 

Accordingly, I deem the allegations in the OIP to be true as to Green 

Innovations. 17 C.F.R. § 201.155(a). 

Findings of Fact

Green Innovations Ltd., Central Index Key No. 1491471, is a revoked 

Nevada corporation located in Cape Coral, 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-K for the period ended 

December 31, 2014, which reported a net loss of over $7.79 million for the 

prior twelve months. As of May 8, 2018, the company’s stock (symbol 

“GNIN”) was quoted on OTC Link, had seven market makers, and was 

eligible for the “piggyback” exception of Exchange Act Rule 15c2-11(f)(3).

In addition to its repeated failures to file timely periodic reports, Green 

Innovations failed to heed the delinquency letter, sent to it by the 
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Commission’s Division of Corporation Finance, requesting compliance with 

its periodic filing obligations or, through its failure to maintain a valid 

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

not receive the letter. 

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, Green Innovations 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). 

Green Innovations’s 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 
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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. Green Innovations’s most 

recent periodic report was for the period ended December 31, 2014. 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). Green 

Innovations is culpable because it knew, or should have known, of its

obligation to file periodic reports. See China-Biotics, 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, Green 

Innovations forfeited an opportunity to show it made efforts to remedy its

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 Green Innovations’s

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 Green 

Innovations Ltd. 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 

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 

 

2 This order applies to all classes of Green Innovations’s 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.
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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