Marani Brands Inc. (MRIB)

[Matthew Berg]

I don't think that could be done. If they were deregistered the stock would not be available to sell or distribute because of the lack of any valid registration statement. I believe once deregistered you're somewhat frozen up on further offerings, private or public, until a valid registration is in place.

I would assume any stock distributed with or without a registration statement was most likely through Form S-8 stock via an employee, attorney, third party nominee, etc. but to do so without a registration statement is still illegal and violates rules 5A and 5C of the securities act. Not to say people don't try or do this but it is illegal. There seems to be a lot of funny business here. I am not knowledgeable enough about the terms of deregistration to opine legally but something seems amiss. Perhaps they can do anything they want with the original registration statement and 700,000,000 shares. I just don't know but it doesn't seem right. Once the Form 15 is filed it would seem to me that the registration statement is or should be invalid given a coming material change in the stock structure, a bankruptcy or cessation of operations which is what the 15G represents.