Initial Decision Release No. 1364

Administrative Proceeding

File No. 3-18530

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of

Fern Holdings Corp.,

Fortune Capital Financial 

Holding Corp.,

Gaming Entertainment 

International, Inc., and

Global Food Technologies, Inc.

Initial Decision on Default

March 8, 2019

Appearances: David S. Frye and James M. Carlson for the Division of 

Enforcement, Securities and Exchange Commission

Before: Brenda P. Murray, Chief Administrative Law Judge

On June 4, 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 Fern Holdings Corp., 

Fortune Capital Financial Holding Corp., and Gaming Entertainment 

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

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

filings.

1

A different administrative law judge was originally assigned to this 

proceeding but little activity had occurred before it was stayed and 

 

1 Global Food Technologies, Inc., settled with the Commission and is no 

longer part of this proceeding. Fern Holdings Corp., Exchange Act Release 

No. 84446, 2018 SEC LEXIS 2878 (Oct. 17, 2018). In this initial decision, 

“Respondents” refers only to Fern Holdings Corp., Fortune Capital Financial 

Holding Corp., and Gaming Entertainment International, Inc.
2

reassigned to me in light of the Supreme Court’s decision in Lucia v. SEC, 

138 S. Ct. 2044 (2018); see Pending Admin. Proc., Securities Act of 1933 

Release No. 10536, 2018 SEC LEXIS 2058, at *2-3 (Aug. 22, 2018); Pending 

Admin. Proc., Admin. Proc. Rulings Release No. 5955, 2018 SEC LEXIS 2264, 

at *2, *4 (ALJ Sept. 12, 2018). I directed Respondents to submit proposals for 

the conduct of further proceedings. Fern Holdings Corp., Admin. Proc. 

Rulings Release No. 6118, 2018 SEC LEXIS 2690, at *1 (ALJ Sept. 28, 2018). 

None did. 

Previously, I independently reviewed the evidence submitted by the 

Division of Enforcement and determined that Respondents were served with 

the OIP by June 6, 2018. Fern Holdings Corp., Admin. Proc. Rulings Release 

No. 6415, 2018 SEC LEXIS 3570, at *2 (ALJ Dec. 19, 2018). No Respondent

has filed an answer. I ordered Respondents to show cause by January 4, 

2019, why this proceeding should not be determined on default. Id. By order 

of the Commission, this deadline was extended to February 13, 2019. 

Pending Admin. Proc., Securities Act Release No. 10603, 2019 SEC LEXIS 37 

(Jan. 30, 2019).

To date, no Respondent has filed an answer, submitted a proposal for the 

conduct of further proceedings, or responded to the show cause order, and no 

Respondent attended the prehearing conference held on February 28, 2019. 

Respondents are therefore in default for failing to file answers, file 

proposals for the conduct of further proceedings, attend the prehearing 

conference, or otherwise defend the proceeding. OIP at 3; 17 C.F.R. 

§§ 201.155(a), .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 

Respondents. 17 C.F.R. § 201.155(a). 

Findings of Fact

Fern Holdings Corp., Central Index Key (CIK) No. 1567517, is a void 

Delaware corporation located in Great Neck, New York, with a class of 

securities registered with the Commission pursuant to Exchange Act Section 

12(g). Fern Holdings Corp. is 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 September 30, 2015, which reported a net loss of $21,272 

for the prior six months. 

Fortune Capital Financial Holding Corp., CIK No. 1575259, is a void 

Delaware corporation located in Santa Ana, California, with a class of 

securities registered with the Commission pursuant to Exchange Act Section 

12(g). Fortune Capital Financial Holding Corp. is delinquent in its periodic 
3

filings with the Commission, having not filed any periodic reports since it 

filed a Form 10-Q for the period ended September 30, 2015, which reported a 

net loss of $12,033 for the prior nine months. 

Gaming Entertainment International, Inc., CIK No. 1576575, is a 

revoked Nevada corporation located in Las Vegas, Nevada, with a class of 

securities registered with the Commission pursuant to Exchange Act Section 

12(g). Gaming Entertainment International, Inc., 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 $29,787 for the prior twelve months.

In addition to their repeated failures to file timely periodic reports, 

Respondents failed to heed delinquency letters sent to them by the 

Commission’s Division of Corporation Finance requesting compliance with 

their periodic filing obligations or, through their failures to maintain valid 

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

not receive such letters. 

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, Respondents 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 
4

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). 

Respondents’ 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 

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. Respondents have not filed 

periodic reports since 2015. 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). Respondents are culpable because they knew, or should have 

known, of their 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, 

Respondents forfeited an opportunity to show they made efforts to remedy 

their 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 Respondents’ 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 Fern 
5

Holdings Corp., Fortune Capital Financial Holding Corp., and Gaming 

Entertainment International, Inc., 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 

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

 

2 This order applies to all classes of Respondents’ 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.