CANNONAU CORP
(Exact name of registrant as specified in its charter)
Nevada
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| 84-2870437
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(State or other jurisdiction of incorporation or organization)
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| (IR.S. Employer Identification No.)
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937 Old Seneca Turnpike Road
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Skaneateles, NY
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| 13252-9318
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(Address of principal executive offices)
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| (Zip Code)
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| (315) 558-3702
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Registrant’s telephone number Including area code
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act.
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| Common Stock, $0.001 Par Value
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| (Title of class)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ YES ☑ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐ YES ☑ No
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ NO
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐ YES ☑ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐
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| Accelerated filer ☐
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| Non-accelerated filer ☐
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| Smaller reporting company ☒
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| Emerging Growth Company ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
Note. If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold as of December 31, 2022, was $435,310.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☒ YES ☐ NO
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date .241,815,632 shares of common stock are outstanding as of December 31, 2022.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None
EXPLANATORY NOTE REGARDING THIS FORM 10 K/A
This Amendment to the Annual Report on Form 10-K of Cannonau Corp. (the "Company") for the fiscal year ended on December 31, 2022, as originally filed on March 3, 2023 (such Annual Report on Form 10-K being referred to as the "Annual Report." This Amendment is being filed solely to complete the information missing in Item 12 Security Ownership of Certain Beneficial Owners and Management It is not intended to, nor does it, reflect events occurring after the filing of the Annual Report, and does not modify or update the disclosures therein in any way other than as required to reflect the change described above. Accordingly, this Amendment should be read in conjunction with the Company's filings made with the Securities and Exchange Commission subsequent to the filing of the Annual Report on December 31, 2022.
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TABLE OF CONTENTS
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PART I
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Item 1
| Business
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| 4
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Item 1A
| Risk Factors
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Item 1B
| Unresolved Staff Comments
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| 5
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Item 2
| Properties
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Item 3
| Legal Proceedings
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| 5
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Item 4
| Mine Safety Disclosures
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| 5
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PARTII
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Item 5
| Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
| Selected Financial Data
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Item 7
| Management's Discussion and Analysis of Financial Condition and Results of Operations
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| 8
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Item 7A
| Quantitative and Qualitative Disclosures About Market Risk`
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Item 8
| Financial Statements and Supplementary Data
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Item 9
| Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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Item 9A
| Controls and Procedures
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Item 9B
| Other Information
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PART III
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Item 10
| Directors, Executive Officers and Corporate Governance
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Item 11
| Executive Compensation
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Item 12
| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 13
| Certain Relationships and Related Transactions, and Director Independence
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Item 14
| Principal Accounting Fees and Services
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PART IV
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Item 15
| Exhibits, Financial Statement Schedules
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| 28
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SIGNATURES
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following tables set forth information as of December 31, 2022 regarding the beneficial ownership of our common stock each stockholder who is known by the Company to own beneficially in excess of 5% of our outstanding common stock; each director known to hold common or preferred stock; the Company's chief executive officer; and the executive officers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to their shares of stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respect to their shares of stock.
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| NUMBER OF
SHARES
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| PERCENT OF
SHARES
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NAME AND ADDRESS OF
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| TITLE
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| BENEFICIALLY
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| BENEFICIALLY
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BENEFICIAL OWNER
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| OF CLASS
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| OWNED
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| OWNED
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Carman J. Carbona
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| Common
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| 220,050,000
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| 91%
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937 Old Seneca Turnpike
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Skaneateles, NY 13152
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All Directors and officers as a group (1 member)
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| Common
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| 0
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| 0
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(1) Carman J. Carbona, our CEO, is the sole member of Aqua Marine Holdings, LLC a Utah limited liability company that owns 220,050,000 Common Share of the Company which accounts for 91% off all issue and outstanding shares.
The above table reflects share ownership as of the most recent date. Each share of common stock has one vote per share on all matters submitted to a vote of our shareholders.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
We do not have a specific policy or procedure for the review, approval, or ratification of any transaction involving related persons. We historically have sought and obtained funding from officers, directors, and family members as these categories of persons are familiar with our management and often provide better terms and conditions than we can obtain from unassociated sources. Also, we are so small that having specific policies or procedures of this type would be unworkable.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
The following exhibits are filed as part of this Form 10-K:
*Filed herewith
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on June 13, 2023
| Cannonau Corp.
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| By:
| / s/ Carmen J. Carbona
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| Carmen J. Carbona
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| Chief Executive Officer
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| (Principal executive officer)
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