Replies to post #55740 on American Fusion Inc (AMFN)

[tdbowieknife]

Though these other Kepler companies are legally separate private companies' they are still required to disclose the relationships...

What SEC rules require...

These are the specific disclosure triggers that apply when individuals (Brandenburg, Nelson) operate across multiple related companies.

1. Item 401 — Directors, Executive Officers, Promoters, and Control Persons

If Brandenburg or Nelson hold officer or director roles at Kepler Aerospace, Kepler Space Ventures, Kepler GTL, Texatron LLC, etc., or acted as promoters of Kepler Fusion Technologies before the RNWF/American Fusion merger, …then American Fusion must disclose those roles in its Form 10 and all subsequent 10-Ks/10-Qs. This includes all other companies they manage, not just the acquired subsidiary.

2. Item 404 — Related-Party Transactions

If:

Kepler Aerospace shares personnel with Kepler Fusion,
Nelson controls Quantum Investment Fund I LLC (the financing entity),
Brandenburg provides IP or consulting through another Kepler entity,

…then any transaction >$120,000 involving those entities must be disclosed, including:

consulting agreements
IP licensing
loans
equity transfers
shared facilities
shared R&D resources

3. Item 602 — Exhibits (material contracts)If American Fusion relies on:

IP licensed from Kepler Aerospace,
technology developed under Brandenburg at another Kepler entity,
financing from Nelson-controlled LLCs,

…those contracts must be filed as exhibits.

4. Item 101 — Description of Business
If the Texatron was developed at Kepler Aerospace or another Kepler entity, the company must disclose:

the origin of the technology
the role of the other Kepler companies
any ongoing dependence on them

What the search results confirm...

The filings and press releases retrieved show only that:
Kepler Fusion Technologies is a wholly owned subsidiary of RNWF/American Fusion
RNWF is preparing a Form 10 and PCAOB audit to become fully reporting

None of the retrieved documents mention:

Kepler Aerospace
Kepler Space Ventures
Nelson’s other entities
Brandenburg’s prior roles outside Kepler Fusion

This absence is itself notable:
If Brandenburg or Nelson hold roles in those companies, and they do,., those relationships should appear in the Form 10 under Items 401 and 404.

Shared personnel + shared branding + undisclosed related entities triggers mandatory disclosure...

If omitted, this becomes a material omission under Section 10(b) and Rule 10b-5

The SEC routinely issues deficiency letters for exactly this type of undisclosed cross-entity relationship in microcap shells transitioning to reporting status


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[tdbowieknife]

Dang... I got the complaints mixed up... That first complaint 7/30/2020 I posted a link to was voluntarily dismissed by plaintiffs. They then filed another suit 9/15/2020 and removed AGD Systems Corp has a Plaintiff. Otherwise, it's very similar though they went through the trouble to name Brent Nelson in the 9/15 complaint...



9/15/2020 Complaint and the one the Judgment is granted for...

https://drive.google.com/file/d/1BM7DsxYsu8UOiGMWOArhGDLG6VPQhaUU/view

These guys are some real snakes....



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Judgment...

https://drive.google.com/file/d/1LAs84RrWxSHUz98i07hD2dQhtL-vkstI/view




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Watch your wallet


Buyer Beware
Social Media Promoted Frontload Pump and Dump Share Selling Scam



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