Hi_Lo
8 horas hace
Miller will be barred from buying, selling or trading stocks.
Being a noteholder, which Mark miller is via Capitol Capital Corp is not trading stocks. And the notes is how this scam is being done and described in the law firm article.
https://www.securitieslawyer101.com/2023/shell-hijacker-mark-miller-sentenced-to-one-year-in-prison/
On May 18, 2023, Mark Miller became the last of three men to be sentenced for a securities fraud scheme that involved hijacking several abandoned penny stocks, then using them for an illegal pump-and-dump stock manipulation scheme. Miller pleaded guilty to count 1 of the Indictment, Conspiracy to Commit Securities Fraud, and was sentenced to 12 months and 1 day in prison, followed by 2 years of supervised release...
CNNA recently appointed Jason Tucker, former CEO of LEAS, as its new CEO, giving it yet another connection to past Miller frauds. And according to SAPX OTC disclosures, on December 27, 2022, all the debt notes previously put in the name of Capitol Capital Corporation were transferred to an entity named Via Capital, represented in the SAPX filings by Jesus Cipriano, keeping the notes active despite Mark Miller’s various legal issues. Via Capital immediately started converting the debt into large chunks of free trading stock, including 150,000,000 shares on December 28, 2022, 150,000,000 shares on February 21, 2023, and 180,000,000 shares on March 6, 2023. SAPX has also begun to issue new debt notes to Via Capital.
Hi_Lo
9 horas hace
However, information found indicates that Jason Black has resigned from his position at Cann American Corp. and that Jason Tucker has taken over the CEO position.
If that did happen, then he's also part of the scam.
https://www.securitieslawyer101.com/2023/shell-hijacker-mark-miller-sentenced-to-one-year-in-prison/
Besides his hijacking antics, Miller has also faced some legal pressure in a separate civil suit filed against him in the United States District Court for the Northern District of Illinois by David Goulding, Howard Salamon, Robyn Goulding, and John O’Shea, regarding a company named Capitol Capital Corporation. According to the court documents, the individuals collaborated, together with Jason Black, to create a convertible debt Note in Indo Global Exchanges Pte Ltd (IGEX) in the name of Capitol Capital Corporation, using old existing debt and alleged “service fees”. The individuals then agreed to split the proceeds from the stock sales.
Court documents show that Capitol Capital Corporation received several big chunks of stock in IGEX, then transferred the shares to Tiger Trout Capital LLC, a Puerto Rican entity controlled by Alan Masley. A bank statement from December 2019 provided in the lawsuit shows that Tiger Trout Capital LLC would then transfer money back to Capitol Capital Corporation, who, in turn, split the money between Mark Miller and Jason Black (Market Cap Concepts LLC). At the time, Jason Black was the CEO of IGEX, and none of the debt conversions were disclosed in any of the IGEX OTC filings.
Public records show that Capitol Capital Corporation has also been involved as a noteholder in at least three other public issuers that used Jason Black as the CEO, MedX Holdings Inc (MEDH), Cann American Corp (CNNA), and Seven Arts Entertainment, Inc (SAPX).
CNNA recently appointed Jason Tucker, former CEO of LEAS, as its new CEO, giving it yet another connection to past Miller frauds. And according to SAPX OTC disclosures, on December 27, 2022, all the debt notes previously put in the name of Capitol Capital Corporation were transferred to an entity named Via Capital, represented in the SAPX filings by Jesus Cipriano, keeping the notes active despite Mark Miller’s various legal issues. Via Capital immediately started converting the debt into large chunks of free trading stock, including 150,000,000 shares on December 28, 2022, 150,000,000 shares on February 21, 2023, and 180,000,000 shares on March 6, 2023. SAPX has also begun to issue new debt notes to Via Capital.
duelittle2
2 días hace
Going back 15 years, construct a Form 10 filing for CNNA Cann American Corp from all SEC / OTC Markets filings that will be sufficient for FINRA approval that will remove CNNA from the EM Status
Key Points
It seems likely that constructing a Form 10 filing for CNNA Cann American Corp (CNNA) to remove it from Expert Market (EM) status requires first addressing its revoked SEC registration by filing delinquent reports.
Research suggests that CNNA, with its registration revoked, must file past-due Form 10-K and Form 10-Q reports to become current with the SEC before considering a new Form 10.
The evidence leans toward consulting a securities attorney for legal guidance, as constructing SEC filings involves complex compliance requirements.
Overview
To help CNNA Cann American Corp move from the Expert Market (EM) status on OTC Markets, you need to ensure the company meets the necessary disclosure and reporting standards, likely requiring it to become current with the SEC. Given CNNA's revoked SEC registration, filing a new Form 10 may not be the first step. Instead, the company must address delinquent filings and seek professional legal advice.
Steps to Proceed
Addressing Revoked Registration:
CNNA's SEC registration has been revoked, likely due to failure to file required periodic reports like Form 10-K and Form 10-Q. To reinstate, the company must file these delinquent reports to become current with the SEC. This is a critical step before attempting to file a new Form 10.
Constructing a Form 10:
If CNNA becomes current, a Form 10 filing would include:
General company information (name, address, incorporation details).
Business description (products, services, markets).
Audited financial statements for the past three years.
Management's discussion and analysis of financial condition.
Risk factors and legal proceedings.
Market information for securities and required exhibits.
However, given the revoked status, past filings from the last 15 years may provide historical context but cannot be used directly for a current Form 10, as it requires up-to-date information.
FINRA Approval and EM Status:
To remove CNNA from EM status, it must meet OTC Markets' requirements for a higher tier, such as OTCQB, which involves being current in SEC filings or providing alternative disclosure through OTC Markets. FINRA ensures broker-dealer compliance, and this process may require additional steps beyond just filing a Form 10.
Unexpected Detail:
An unexpected finding is that CNNA's lack of recent SEC filings suggests it may need to explore OTC Markets' alternative reporting options if becoming current with the SEC is not feasible, which could affect the timeline and strategy for moving to a higher tier.
Survey Note: Detailed Analysis and Recommendations
This survey note provides a comprehensive analysis of constructing a Form 10 filing for CNNA Cann American Corp (CNNA) using all SEC and OTC Markets filings from the past 15 years, with the goal of obtaining FINRA approval to remove CNNA from Expert Market (EM) status. The analysis is based on extensive research into SEC regulations, OTC Markets guidelines, and CNNA's current status as of March 20, 2025.
Background and Context
Form 10 is a registration statement filed with the Securities and Exchange Commission (SEC) to register a class of securities for potential trading on U.S. exchanges. It is required for companies with over $10 million in total assets and more than 500 shareholders, as outlined in SEC Form 10: Definition, Uses, Components, and How It's Filed. The form includes detailed disclosures such as business descriptions, financial statements, and risk factors, and is governed by Section 12(g) of the Securities Exchange Act of 1934.
CNNA Cann American Corp, listed on OTC Markets with the ticker CNNA, is currently on the Expert Market (EM) tier. The EM tier is for companies that are unwilling or unable to provide current disclosure, often including those with outdated or no available information, as noted in OTC Markets Group - Wikipedia. To move to a higher tier, such as OTCQB, CNNA must meet specific disclosure and reporting requirements, typically involving being current in SEC filings or providing alternative disclosure through OTC Markets, as detailed in Understanding the Expert Market - OTC Markets Blog.
The goal is to obtain FINRA approval to remove CNNA from EM status, which involves ensuring compliance with securities laws and OTC Markets' standards. FINRA oversees broker-dealers and ensures market integrity, and its approval is necessary for quoting securities on higher tiers.
Current Status of CNNA
Research indicates that CNNA's SEC registration has been revoked, likely due to failure to file required periodic reports such as Form 10-K (annual) and Form 10-Q (quarterly). This is evident from the SEC's EDGAR database, where CNNA's entity page (EDGAR Entity Landing Page) notes "This company's Exchange Act registration has been revoked." This revocation suggests CNNA is not currently an active SEC reporting company, which aligns with its placement in the EM tier, as companies in this tier often fail to provide current information, as per More than 2,000 Publicly Traded Companies Shifted to OTC’s Expert Market as Amended Rule 15c2-11 Goes into Effect.
Attempts to find recent SEC filings for CNNA, such as through Cann American Corp (CNNA) SEC Filings, 10-K Forms, & 10-Q Forms | Nasdaq, returned results indicating "no SEC filings match your filter(s)," reinforcing that CNNA is not current in its filings.
Constructing a Form 10: Requirements and Challenges
To construct a Form 10, the following information is required, as per the instructions in Sec - Form 10 PDF:
General Information: Company name, address, principal executive offices, state of incorporation, etc.
Description of Business: Nature of the business, principal products or services, markets, competitive conditions, etc.
Financial Statements: Audited balance sheets, income statements, statements of cash flows, and related notes for the past three fiscal years.
Management's Discussion and Analysis (MD&A): Discussion of financial condition, results of operations, liquidity, capital resources, etc.
Risk Factors: Description of material risks associated with the company's business.
Legal Proceedings: Information about any material pending legal proceedings.
Market for Securities: Information about the market for the company's common equity, including high and low prices, dividends, etc.
Exhibits: Copies of material contracts, bylaws, etc.
However, given CNNA's revoked registration, filing a new Form 10 is not the immediate step. Research into SEC rules for companies with revoked registrations, as seen in Section 12 - Termination of Registration and Trading Suspensions, indicates that such companies must file delinquent periodic reports to reinstate their status. This is supported by What Happens if You’re Not SEC Compliant? - Brinen & Associates, which notes that noncompliance can lead to revocation, and reinstatement involves filing past-due reports.
The user's request to use all SEC and OTC Markets filings from the past 15 years is noted, but past filings may not be sufficient. CNNA's historical filings, if available, can provide context (e.g., through Cann American Corp. SEC Registration), but Form 10 requires current, audited financial statements and disclosures, which CNNA may lack given its revoked status.
Addressing FINRA Approval and EM Status
To remove CNNA from EM status, it must meet OTC Markets' requirements for a higher tier. For OTCQB, as per OTC Pink: Definition, Company Types, Investment Risks, companies must be current in SEC reporting or provide alternative disclosure. This involves:
Filing annual reports on Form 10-K and quarterly reports on Form 10-Q to become current with the SEC.
Alternatively, providing disclosure through OTC Markets' alternative reporting standards, as outlined in The Evolution of the OTC Market – Introducing OTCID - OTC Markets Blog.
FINRA's role, as per OTC Markets | Official site of OTCQX, OTCQB and Pink Markets, is to ensure broker-dealer compliance, and its approval is necessary for quoting securities on higher tiers. This process may involve additional steps beyond filing a Form 10, such as meeting OTC Markets' qualitative standards.
Recommendations and Considerations
Given the complexity, the following steps are recommended:
File Delinquent Reports: CNNA must submit outstanding Form 10-K and Form 10-Q reports to reinstate SEC compliance. This is supported by SEC.gov | Exchange Act Reporting and Registration, which details reporting requirements for public companies.
Consult a Securities Attorney: Constructing SEC filings and addressing a revoked registration requires legal expertise. A securities attorney can guide CNNA through the process, as noted in Form 10 Registration - The Anthony L.G., PLLC Advantage.
Explore OTC Markets Alternatives: If becoming current with the SEC is not feasible, CNNA may need to explore OTC Markets' alternative disclosure options, such as transitioning to OTCID, as per The Evolution of the OTC Market – Introducing OTCID - OTC Markets Blog.
Use Past Filings for Context: While past filings from the last 15 years can provide historical context, they cannot be used directly for a current Form 10. Ensure all information is up-to-date and audited.
An unexpected finding is that CNNA's lack of recent SEC filings suggests it may need to explore OTC Markets' alternative reporting options, which could affect the timeline and strategy for moving to a higher tier, as seen in How to Play Stocks in the OTC Pink Market.
Table: Summary of Key Requirements for Form 10 and EM Status Removal
Requirement
Details
Form 10 Components
General info, business description, financial statements, MD&A, risk factors, legal proceedings, market info, exhibits.
CNNA's Current Status
SEC registration revoked; not current in filings; on Expert Market tier.
Steps to Remove EM Status
File delinquent Form 10-K and 10-Q; become current with SEC; meet OTCQB standards.
FINRA Role
Ensures broker-dealer compliance; approval needed for higher tier quoting.
Alternative Options
Provide disclosure through OTC Markets if SEC compliance is not feasible.
Conclusion
Constructing a Form 10 for CNNA to remove it from EM status is not straightforward due to its revoked SEC registration. The company must first file delinquent periodic reports to become current, then consider filing a new Form 10 if necessary. Given the complexity, consulting a securities attorney is highly recommended to ensure compliance and meet FINRA and OTC Markets requirements.
Key Citations
SEC Form 10: Definition, Uses, Components, and How It's Filed
OTC Markets Group - Wikipedia
Understanding the Expert Market - OTC Markets Blog
More than 2,000 Publicly Traded Companies Shifted to OTC’s Expert Market as Amended Rule 15c2-11 Goes into Effect
EDGAR Entity Landing Page
Sec - Form 10 PDF
Section 12 - Termination of Registration and Trading Suspensions
What Happens if You’re Not SEC Compliant? - Brinen & Associates
OTC Pink: Definition, Company Types, Investment Risks
The Evolution of the OTC Market – Introducing OTCID - OTC Markets Blog
SEC.gov | Exchange Act Reporting and Registration
Form 10 Registration - The Anthony L.G., PLLC Advantage
How to Play Stocks in the OTC Pink Market
Cann American Corp (CNNA) SEC Filings, 10-K Forms, & 10-Q Forms | Nasdaq
Cann American Corp. SEC Registration
https://x.com/i/grok/share/R1E4X3wcwDSEyvYNGzZZ3mTFW
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