Doyen Archives - Green Market Report

Debra BorchardtApril 8, 2020
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Former Doyen Elements CEO Geoff Thompson has agreed to a settlement with the Securities and Exchange Commission for an amount over half a million. The settlement was related to stock fraud associated with Accelera Innovations and Synergistic Holdings.

Thompson has agreed to a payment of $350,000, representing profits gained as a result of the conduct alleged in the Complaint, along with prejudgment interest in the amount of $ 74,849.97, for a total of $424,849.97. In addition to that, Thompson has agreed to pay a civil penalty in the amount of $100,000 in the form of four payments of $25,000 each.

He is also barred from serving as an officer of a public company for five years and from participating in an offering of penny stock, including engaging in activities with a broker, dealer, or issuer for purposes of issuing, trading, or inducing or attempting to induce the purchase or sale of any penny stock.

Original Complaint

In September of 2017, the SEC alleged that Thompson, acting through a company called  Accelera Innovations Inc. and Synergistic Holdings LLC, sold approximately $1.7 million worth of Accelera stock to investors and that the sale was not registered or subject to an exemption from registration. At the same time that the SEC filed the complaint about Thompson and Accelera, Thompson and Doyen Elements were selling shares online.

Beginning in 2011, Thompson, through the limited liability company which he co-owned with his wife, GNNT, LP, owned and controlled Synergistic Group, LLC. Synergistic was a commodity pool operator, commodity trading advisor, and an investment adviser that was registered with the State of Illinois. Thompson was the Managing Member and Chief Compliance Officer of Synergistic Group, LLC. Through GNNT, LP, Thompson owned at least 75% of Synergistic Group, LLC.

The Commission’s complaint in that matter alleged that from approximately January 2012 through September 2014, Thompson, acting through Synergistic Holdings, LLC and Accelera Innovations, Inc., sold at least 849,886 shares of Accelera common stock to 69 investors for a total of $1,700,301. The complaint further alleged that there was no registration statement in effect for the sales of the shares and that the sales were not exempt from the registration requirements. The complaint further alleged that $1.3 million of the $1.7 million in proceeds from the sale of Accelera common stock was deposited into an account controlled by Synergistic Group.

Doyen Elements

Shareholders have been confused over the Doyen situation. They invested money into Doyen Elements and when their money disappeared, they learned there were two Doyens. At the time, Thompson said the confusion stemmed from the fact that there was Doyen International (Canada) and Doyen Elements (U.S.). Thompson said the Doyen Elements company is the group that is ignoring shareholders and has renamed itself Reach Genetics. He said that this is the company these shareholders really invested in, not Doyen International.

He said that Doyen International sued Doyen Elements accusing the group of hijacking the Reg. A fundraising and requesting that they stop using the Doyen name. In March 2019, Doyen International announced it was rebranding and renaming itself to Covalent Collective. In addition, the company announced Bill Gregorak would be the Chief Executive Officer. Prior to being named CEO, Mr. Gregorak served as Chief Financial Officer of Covalent Collective since February 2018. Mr. Gregorak takes over as CEO from Geoffrey Thompson, a co-founder of Covalent Collective, who will continue as leader of the merger and acquisitions because Thompson was in the process of agreeing with the SEC that he would not be a director of a company.

Covalent Collective

In June 2019, the SEC it filed a subpoena enforcement action in the U.S. District Court for the Northern District of Illinois against Covalent Collective, Inc. f/k/a Doyen Elements International, Inc. f/k/a Advantameds Solutions, Inc. (“Doyen”) for failure to produce documents in an investigation.

The SEC’s application alleges that Doyen, through its founder, Geoffrey Thompson, may have violated the registration provisions of the securities laws by engaging in an unregistered offering of securities, and may also have made misleading representations to investors and potential investors about the operations, acquisitions, and projected stock price of Doyen and related entities.

As part of its investigation, the staff in the SEC’s Chicago Regional office served Doyen with a document subpoena on October 24, 2018. The SEC’s application alleges that Doyen repeatedly refused to produce any documents in response to the subpoena, notwithstanding multiple efforts by the SEC to secure its compliance. The company finally gave the SEC the documents in July 2019.

“When we submitted our document production on July 23, 2019, we were confident that we had provided everything necessary to comply with the SEC’s subpoena,” commented Mr. Bill Gregorak, CEO of Covalent Collective.  “It is gratifying to have received confirmation from the SEC and we are happy to be able to put this issue behind us and move forward with our corporate strategy of acquiring assets in our geographic priorities.” The only thing that Covalent had put behind it was giving the documents requested with the investigation, not that the investigation was ended.

Hempcentric/Hempmetrix

One Covalent shareholder said that Thompson told him he had a new company called HempMetrix and that Covalent shareholders would receive pro rata shares and that HempMetrix was a Delaware C Corp. There is no record online of such a company.

However, there is a company called Hempcentrics. Thompson has a podcast dated October 2019 about it in which he describes the company. There is little additional information on this company. There is a Shopify website for the products with the URL Green Life Balance. The products are available for sale, but there is no information where the CBD is sourced or any information about the company.

The podcast mentions that the company has brought in its own scientists, but there is no information as to who these people are. Thompson also teases a process that the company has created having something to do with a crystallization process in which the company is applying for patents. He calls it a biotech firm.

He says the company has eight people on its team, but again there is no website. He also says he is prepping the company to go public, but his settlement specifically states he can have nothing to do with a penny stock company. He describes himself only as a consultant to the company.

 

 

 

 


Debra BorchardtJuly 26, 2019
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Covalent Collective, Inc. announced today that it has submitted all of the documents in its possession, custody or control that relate to the subpoena issued against the company by the United States Securities and Exchange Commission (SEC) on October 24, 2018.

“On July 23 we produced all of the documents we believe were necessary to comply with the SEC’s subpoena,” commented Mr. Bill Gregorak, CEO of Covalent Collective.  “While we must hold ourselves accountable for missing the initial deadline, once we fully understood what was required by the SEC, we were able to fulfill our obligations and submit a detailed response ahead of the deadline.  Although we won’t know if the SEC is satisfied with the content of our submission until a later date, we believe that the significant volume of correspondence and documentation we produced included everything called for by the subpoena,” Mr. Gregorak continued.

Separately, Covalent said that its founder Geoffrey Thompson had resigned from his positions as a director and officer of the company and its various subsidiaries and agreed to relinquish all associated corporate responsibilities effective immediately.

The SEC Subpeona

On June 4, 2019, the Securities and Exchange Commission filed a subpoena enforcement action in the U.S. District Court for the Northern District of Illinois against Covalent Collective, Inc. f/k/a Doyen Elements International, Inc. f/k/a Advantameds Solutions, Inc. for failure to produce documents in an investigation.

The SEC’s application alleged that Doyen, through its founder, Geoffrey Thompson, may have violated the registration provisions of the securities laws by engaging in an unregistered offering of securities, and may also have made misleading representations to investors and potential investors about the operations, acquisitions, and projected stock price of Doyen and related entities.

As part of its investigation, the staff in the SEC’s Chicago Regional office served Doyen with a document subpoena on October 24, 2018. The SEC’s application alleges that Doyen repeatedly refused to produce any documents in response to the subpoena, notwithstanding multiple efforts by the SEC to secure its compliance.

The SEC’s application seeks an order from the federal district court compelling Doyen to comply fully with the subpoena. The SEC is continuing its fact-finding investigation and, to date, has not concluded that anyone has violated the securities laws.


Debra BorchardtJune 20, 2019
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The following is Litigation Release No. 24489 / June 4, 2019

Securities and Exchange Commission v. Covalent Collective, Inc., Civil Action No. 1:19-cv-03721 (N.D. Ill., filed June 4, 2019)

The Securities and Exchange Commission (“SEC”) announced today that it filed a subpoena enforcement action in the U.S. District Court for the Northern District of Illinois against Covalent Collective, Inc. f/k/a Doyen Elements International, Inc. f/k/a Advantameds Solutions, Inc. (“Doyen”) for failure to produce documents in an investigation.

The SEC’s application alleges that Doyen, through its founder, Geoffrey Thompson, may have violated the registration provisions of the securities laws by engaging in an unregistered offering of securities, and may also have made misleading representations to investors and potential investors about the operations, acquisitions, and projected stock price of Doyen and related entities.

As part of its investigation, the staff in the SEC’s Chicago Regional office served Doyen with a document subpoena on October 24, 2018. The SEC’s application alleges that Doyen repeatedly refused to produce any documents in response to the subpoena, notwithstanding multiple efforts by the SEC to secure its compliance.

The SEC’s application seeks an order from the federal district court compelling Doyen to comply fully with the subpoena. The SEC is continuing its fact-finding investigation and, to date, has not concluded that anyone has violated the securities laws.

Geoff Thompson was asked to comment but has not responded.


Debra BorchardtMarch 5, 2019
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Small shareholders in penny stocks typically have little power. They don’t own enough to make much of a difference with the owners and spending money on speculative investments doesn’t warrant sympathy as the prevailing attitude is buyer beware. The cannabis industry is no different, but with the preponderance of penny stocks within the industry, there is a tendency for companies to play fast and loose with investor money.

The SEC’s Office of Investor Education and Advocacy (OIEA)  regularly receives complaints about marijuana-related investments, and the SEC continues to bring enforcement actions in this area. Back in 2014, the SEC issued temporary trading suspensions for the common stock of five different companies that claimed their operations related to the marijuana industry.

In September of 2018, The SEC charged a Texas-based investment fund and its founder with defrauding investors with false promises of massive returns in cannabis-related businesses.  Michael Cone allegedly employed boiler room sales staff who made cold calls to investors and promised them up to 24 percent annual returns from investments in Greenview. According to the complaint, Cone spent investors’ money on designer clothes and luxury cars, and on payments to earlier investors to prolong the alleged scheme.  In a parallel criminal proceeding, the U.S. Attorney’s Office for the Central District of California charged Cone and seized approximately $1.4 million in cash and assets.

Doyen Elements

Doyen Elements (now known as Reach Genetics) has left a string of investors out in the cold each telling a similar story. In November of 2017, Green Market Report reported that Doyen Elements was planning to publicly list its shares on the OTC Market, and was accepting investments prior to its IPO at $7.00 a share. Doyen Elements said it had big plans and was currently building one of the largest grow facilities in North America. “This 234,000 sq. ft. behemoth of a building will be capable of producing upwards of 70,000 pounds of cannabis per year”. The company also suggested it would be going public shortly. Several investors decided to jump in and received a confirmation of their purchase and then that was it. The money was taken and all communication stopped.

The CEO of Doyen at the time was Geoffrey Thompson and in September of 2017, the SEC alleged that Thompson, acting through a company called  Accelera Innovations Inc. and Synergistic Holdings LLC, sold approximately $1.7 million worth of Accelera stock to investors and that the sale was not registered or subject to an exemption from registration.

At the same time that the SEC filed the complaint about Thompson and Accelera, Thompson and Doyen Elements were selling shares online.  “In September 2017, I purchased 143 shares of Doyen at $7.00 per share,” said Robert Satten. “I received a subscription agreement from them and till this point in time nothing else……No ticker symbol, no number to call, nothing.”

Another investor Luis Dominguez and his wife Charity told a similar story. “I was reading a lot about the cannabis industry and I thought this was going to become a big thing. I thought whoever invests in this is going to make very big money. I told my wife and we started looking for information on the company. We thought the shares were cheap. We bought the shares through their website online.”

Dominguez also said he received no information after the initial purchase confirmation. He went to the company’s Facebook (FB) page to find a way to contact the company. “I called them and someone picked up the phone but she said the company was moving and she would try to get me more information,” Dominguez said that was the last time he spoke to someone He continued to call but no one answered the phone.

Then he heard Doyen Elements had been sold or merged to a new company called Reach Genetics. “So, I started calling the new company and still no one answered the phone,” he said. Eventually, the persistent Dominguez finally spoke to someone who answered the phone. “I told him my story and he sounded annoyed. He said the new company didn’t buy the part of Doyen that I had my shares with. That my shares were with Doyen Elements and he gave me a phone number to call.” No one ever answered the new phone number.

Two Doyens

Thompson said the confusion stems from the fact that there are actually “two” Doyens. Doyen International (Canada) and Doyen Elements (U.S.). Thompson said the Doyen Elements company is the group that is ignoring shareholders and has renamed itself Reach Genetics. He said that this is the company these shareholders really invested in, not Doyen International. He said that Doyen International sued Doyen Elements accusing the group of hijacking the Reg. A fundraising and requesting that they stop using the Doyen name.

One shareholder that asked not to be named said he did receive an email about the name change to Reach Genetics, but that the phone number and emails he sent went unanswered. Reach Genetics is currently selling new shares for once again $7 a share. Reach Genetics has not responded to requests for comment.

Earlier this month Doyen International, Inc. announced it was rebranding and renaming itself to Covalent Collective. In addition, the company announced Bill Gregorak would be the Chief Executive Officer. Prior to being named CEO, Mr. Gregorak served as Chief Financial Officer of Covalent Collective since February 2018. Mr. Gregorak takes over as CEO from Geoffrey Thompson, a co-founder of Covalent Collective, who will continue as leader of merger and acquisitions.

This is the third rebranding for this company as its original name before Doyen was Advantameds. To make matters more confusing, Doyen International changed its name in October 2017 to Cynterra Earth Sciences to make an acquisition of Boulder Hemp and Slo-Hemp, but then in November 2017 changed its name back to Doyen International. This is according to the company’s legal documents.

Thompson and the SEC

Thompson’s problems with the SEC are not over. The current complaint with the company Accelera is still ongoing. Thompson said the two (he and the SEC) are close to reaching a settlement. The SEC would not comment on the matter. Thompson said he expects that he will be barred from serving as on an officer of a public company for three years.

According to the SEC filing, “The complaint seeks permanent injunctions, disgorgement of ill-gotten gains, civil penalties, an officer-and-director bar against Thompson, and penny stock bars against Thompson and Synergistic.” The SEC also separately charged Daniel Caravette, of St. Charles, Ill., with acting as an unregistered broker-dealer. Caravette’s alleged violations involved sales of stock in Accelera and a Canadian company founded by Thompson which claimed to be involved in medical marijuana production, distribution, infusion, research, and testing. The Canadian company referred to by the SEC but not named was Advantameds (the original Doyen).

Doyen’s Divorce

Thompson’s problems with the SEC meant that Doyen Elements wasn’t approved by the OTC to list its shares as originally planned. Remember, this is what the online investors in Doyen were told was imminent.  In order to try to reapply to the OTC again (according to court documents), Thompson retired from Doyen and surrendered his 16 million shares so that the company would have a better chance the next time it applied with the OTC.

The plan was that Thompson would leave the company so that its chances to get listed would be improved. According to one of the lawsuits, it was alleged that once Thompson had retired and surrendered his shares, the Doyen Elements folks set out to compete directly with the Doyen International folks. Taking the expensive rebranding work (over $200k) and the strategic plans with it.

Thus, the two Doyens split and Doyen Elements became Reach Genetics, which is unreachable and Doyen International became Covalent Collective. Thompson sued to get his shares back and rescind the retirement agreement.

Covalent Collective

Covalent just announced that completed its first acquisition which the company dubs the “Colorado 16.” This company includes ownership of real estate that leases multiple medical marijuana cultivations, production, and five Colorado medical cannabis dispensaries.

Looking Ahead

Some investors have said that Reach Genetics has begun to contact them, but with little information as to what has transpired. One investor who asked not to be named said, “They changed their name to Reach Genetics, now they did send me an e-mail saying that was their new name but that was last summer and I haven’t heard anything from them or anything about them. I have tried calling the toll free number for Reach Genetics and I have emailed them and I have emailed Cindy Boreum and each time I have not gotten any reply.”

Covalent Collective seems to be moving forward with Thompson, but not in a formal role. The company says that it has “A vision to build the largest grow capacity in the U.S.”

 


StaffJanuary 23, 2019
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It’s time for your Daily Hit of cannabis financial news for January 23, 2019.

On The Site

Eaze

Eaze just released its 2018 State of Cannabis report giving insight into the buying habits of cannabis consumers. Eaze is a Calfornia-based cannabis delivery software company with buying history from 450,000 cannabis shoppers who have used Eaze for its delivery software service along with 4,000 survey respondents.

Some of the key findings included the breakout year for CBD (cannabidiol) products and the increase in the number of women who have become cannabis consumers. The report called CBD the “darling” of 2018 after learning that CBD consumers nearly doubled in 2018 from 2.6% to 4.8%.

Cronos Group

Cronos Group Inc. (NASDAQ: CRON) (TSX: CRON) entered into a credit agreement with Canadian Imperial Bank of Commerce and the Bank of Montreal for a $65 million secured non-revolving term loan credit facility. The Canadian-based cannabis company said it plans to use the funds to repay the Company’s existing loan facility with Romspen Investment Corporation and for general corporate purposes pending the closing of the previously announced equity investment by Altria Group, Inc.

Canopy Growth

Their future dream is a hothouse scheme, and after months of teasing its Canopy in the UK, finally. The Canadian medicinal marijuana luminary on Monday announced the creation of Spectrum Biomedical UK, a dedicated British firm targeting the underserved and uneducated but highly lucrative UK market, alongside a new Polish entity as part of a massive European campaign.

In Other News

Doyen Elements

Doyen Elements International, Inc., announced its rebranding and renaming itself to Covalent Collective, Inc. . In addition, the Company announced Bill Gregorak as Chief Executive Officer, effective immediately. Prior to being named CEO, Mr. Gregorak served as Chief Financial Officer of Covalent Collective since February 2018. Mr. Gregorak takes over as CEO from Geoffrey Thompson, a co-founder of Covalent Collective, who will continue as leader of merger and acquisitions.

In his role, Mr. Gregorak will direct all business units and strategy for Covalent Collective. Mr. Gregorak will also oversee the execution of the Company’s rebranding and acquisition strategy of plant-touching enterprises that grow, process and sell cannabis products.

Bella

Bella CBD-infused bath, body and skincare has released the first-ever silicone personal lubricant enhanced with the soothing and healing properties of CBD. Developed by cannabis industry thought leader Krista Whitley, Bella’s Olio d’Amore makes it easy to experience indulgent intimacy with premium CBD, encouraging optimal sexual wellness and intimate pleasure.

 

 


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The Green Market Report focuses on the financial news of the rapidly growing cannabis industry. Our target approach filters out the daily noise and does a deep dive into the financial, business and economic side of the cannabis industry. Our team is cultivating the industry’s critical news into one source and providing open source insights and data analysis


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