Manzo Pharmaceuticals Inc. (MNZO)

[sunspotter]

Exactly as I said, and exactly as many people specifically denied, the probiotic and the trial reulst were basically compaletely made up, and Barton actively conspired with Manzo throughout to defraud their marks:

"Manzo Pharmaceuticals, Inc.
76. In June 2014, Barton and Goode, through Peachtree, arranged a reverse merger to help raise capital for Manzo Pharmaceuticals LLC, a privately held company owned by Barton's longtime acquaintance Manzo. Barton and Goode offered Manzo the opportunity to merge the company into Fortune Oil and Gas, Inc. ("FOGC"), a public shell company that Barton and Goode controlled, and promised Manzo ongoing funding. Manzo agreed to sell his company to FOGC in exchange for voting control over the resulting public company. Manzo then appointed himself CEO and changed the name of the company to Manzo Pharmaceuticals. After the merger, Peachtree loaned Manzo Pharmaceuticals
$40,000 in exchange for a convertible promissory note in the same amount.
77. After loaning $40,000 to Manzo Pharmaceuticals, Barton and Goode-who previously had acquired all ofFOGC's outstanding debt-- held over $300,000 in Manzo Pharmaceuticals convertible
debt.
F. Manzo Pharmaceuticals' False Press Releases

78. Barton and Manzo had an understanding that Manzo Pharmaceuticals would receive additional funding from Peachtree if Barton and Goode were able to profitably liquidate their convertible debt. Thus, Manzo understood that Manzo Pharmaceuticals' funding was directly related to Barton
and Goode's ability to sell their Manzo. Pharmaceuticals securities.
79. On multiple occasions, Manzo issued false and misleading press releases prepared by Barton that were designed to inflate Manzo Pharmaceuticals' stock price.
80. Several of the Manzo Pharmaceuticals press releases gave the false impression that the company was the exclusive owner of the Probiotic Patent and was poised to market a product based on it called Lacto-Freedom.



81. For example, on January 6, 2016, Manzo issued a press release, which Barton drafted at Manzo 's request, announcing that the "patent rights" for the Probiotic Patent had been transferred to Manzo Pharmaceuticals from a subsidiary.
82. The January 6 press release, as well as over ten other press releases issued by Manzo Pharmaceuticals, gave the false impression that Manzo Pharmaceuticals owned the Probiotic Patent. These press releases fraudulently failed to disclose that: (1) 50 percent of the patent rights were held by the Probiotic Patent's co-inventor (the "Co-Inventor"), not Manzo Pharmaceuticals;
and (2) the Co-Inventor (who was not affiliated with Manzo Pharmaceuticals) had exclusive physical possession of the Lacto-Freedom probiotic strain (the existence of which Manzo had never verified).
The Co-Inventor's ownership of 50 percent of the Probiotic Patent, and his exclusive possession of the probiotic strain, was material information because the company could not license the patent or sell its related purported product ("Lacto-Freedom") without the Co-Inventor's consent and cooperation.
83. Manzo and Barton both knew that Manzo Pharmaceuticals did not exclusively own the Probiotic Patent or possess the strain. Indeed on June 29, 2015, Barton proposed to Manzo that
they trick the Co-Inventor into signing over some of his rights to Manzo. Specifically, Barton suggested in an email that they fabricate a story that a large drug company was interested in
licensing the patent, but that company would deal only with Manzo and would not negotiate unless they were assured that there was only one decision-maker.
84. In emails on July 15, Barton and Manzo also secretly planned ways to obtain a sample of the Lacto-Freedom strain from the Co-Inventor:
Manzo: Unfortunately, I do NOT have the product and he has never given it to me although I asked for it in the past.... If I had the product I COULD do everything else, but I do not....
[S]uppose a company interest[ed] in licensing it requested a sample for them to examine, if he would fall for that.


Barton: We could try making a fake website as a distributor/lab etc. and try to get samples. But you don't even know if he really made it in the first place... That's f****d up, he may have never made anything and the results may be just fabricated...

85. Several months later, Manzo and Barton discussed having Briggs, who by then had become the CEO of MedGen, request a sample of the strain from the Co-Inventor. Manzo wrote to Barton, "He [the Co-Inventor] won't suspect anything if it's medgen [sic] and the website is posted and it's convincing."
86. In addition to misrepresenting that the company owned and possessed Lacto- Freedom, Manzo and Barton misrepresented data from a clinical trial the Co-Inventor was conducting on
Lacto-Freedom. On February 8, 2016, while a clinical trial regarding the efficacy of Lacto-Freedom was ongoing, Manzo emailed Barton that he had obtained positive results
from three trial participants and asked Barton to write a "good short [press release] about the results." Manzo had obtained the results directly from the participants, without the Co-Investor's
knowledge. Manzo also informed Barton that he had obtained a pill from one of the participants and intended to proceed with manufacturing. He wrote, "We do NOT need the pure culture from [the Co-Inventor]."
87. Days later, on February 16, 2016, Manzo issued a press release that Barton authored. The press release announced that "[a]ll of the participants [in the clinical study] were able to eat and drink dairy products with no symptoms at all just 10-14 days after taking Lacto- Freedom™ for only 7 days. Two-thirds of the participants had no symptoms at all for a period of approximately two months after taking the probiotic, and one-third of the participants had no symptoms whatsoever
well after three months." Contrary to these representations, these results did not reflect the results of"all of the participants" but, rather, only the three participants from whom Manzo had obtained results.


88. On March 24,2016, Manzo issued a second press release, also drafted by Barton, restating the same misleading information contained in the February 16 press release.
89. At the same time that Manzo Pharmaceuticals issued the above misleading press releases, Barton, Goode and Peachtree converted their Manzo Pharmaceuticals debt into unregistered Manzo Pharmaceuticals stock and sold them to the public. All told, between June2014 and March 2016, Barton and Goode generated over $493,000 by selling 981 million shares of Manzo Pharmaceuticals stock"

https://www.sec.gov/litigation/complaints/2017/comp-pr2017-33.pdf