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Exactly how does filing the document in question, with the SEC, bring MNZO closer to having its DTC chill lifted?
Also, what makes you think a "larger player" would be interested in MNZO? Ken Manzo can't seriously think he can raise $970,000 by selling MNZO shares for .008!
Keep in mind, this is not a new document. It's dated February 2015 and was received by the SEC on March 18, 2015. I wonder how much money he's raised in the last 2-1/2 months? I'd guess ZERO!
Maybe they left a digit out of the offering price. Maybe they were supposed to be offering shares at .0008, not .008!
MANZO's first SEC Filing - Form 1-A - Regulation A Offering
Just do a search for MANZO on the SEC's Edgar web site.
http://www.sec.gov/Archives/edgar/vprr/15/9999999997-15-005335
You are correct, which is why the Wyoming SoS lists the company's mailing address and principle offices separately. MNZO lists a PO Box for both because the company has no office. My point is, people expect MNZO to be on the verge of conducting multi-million dollar human trials yet the company can't even afford to rent an office. That's why I called it a "red flag".
Shareholders are diluted when the company issues new shares of common stock; free trading or restricted. Therefore, the answer to your question is "A": when the O/S goes up.
The company's stock profile on OTC Markets hasn't been updated since the end of 2014. We know the A/S has been increased to 1.9 billion for common stock and 5 million for preferred but I'm not sure how many shares have been issued in the last 3 months.
Magna Biz is an MMG company. Kenny acquired FOGC from MMG. I guess they're still involved.
A/S has been increased to 1.9 Billion. Also, oddly enough, A/S for Preferred shares has been increased from 1 million to 5 million shares. I wonder what that's all about?
I assume Kenny is about to issue such a HUGE block of shares to a single party, he'll no longer have voting control over the company, so he needs to issue a bunch of preferred shares to himself, so he stays in control.
https://wyobiz.wy.gov/Business/FilingDetails.aspx?eFNum=108194067094219057175103048254161232094048197154
How can you have an office in a PO Box??? Isn't that a red flag???
I disagree. They've never been able to create a market that could absorb that kind of selling pressure. They are happy dumping a bit here and there, in order to maintain some sort of PPS. Reckless dumping would only add a few zeros to the wrong side of the decimal point!
MNZO has a long, hard road to go down, if he wants to raise the type of funds required to move forward. Are you aware that MNZO has not even paid for the lab rat tests? Frankly, it might be an impossible road. It can't happen until the company's financials are audited and I'm not sure it's possible. That's because the shell vendor, MMG, will never cooperate with an audit. Mind you, Manzo knew that going in.
Any word on how the DTC chill "lifting" is coming along?
You're correct. If the company was real, it wouldn't be listed on the Pink Sheets. It would be on the OTC-QB (or higher), its financial statements would be audited, and insiders couldn't sell their shares without filing disclosures. Furthermore, they couldn't make claims (like not needing FDA approval for L.F.) without bona-fide documents to support the claim. If there were lab results, they'd be public knowledge, not a secret!
Companies like this are all about a good story not a viable business plan.
I am of the opinion that Ken Manzo submitted the data, it was reviewed, and it was approved, via email to the link noted above then received a telephone follow-up of the Approval.
Jay Sharma is on the patent personally, as is Ken Manzo. Neither Celprogen nor Manzo Pharma own any part of the patent.
Furthermore, Ken Manzo has never offered even a vague description of the relationship between Celprogen and Manzo Pharma although he said "a merger of any sort has not been discussed or is likely". He has disclosed publically that Manzo Pharma has not yet paid for the recent laboratory tests but owes Celprogen for the services and must somehow acquire the funds for payment in full.
Celprogen isn't MNZO's partner, in the literal sense. They were hired to perform a service. In fact, it's likely they won't release the full test results/report to MNZO until it's paid for. That's why no one's seen it.
Keep in mind, Ken Manzo bought (or was given) a Pink Sheet shell with over $400,000 in debt, that was trading for thousandths of a penny, a DTC chill in place and MMG as its largest shareholder. To make matters worse, he received ZERO shares of common stock and had to issue $700,000 worth of shares to Ray Barton in exchange for $400,000 to clear the debt. Mind you, it's perfect for a pump and dump.
Perhaps there wasn't really any debt at all. Maybe MMG just cooked-up the debt so their buddy Barton could get a big block of stock, in exchange for helping them unload the FOGC shell. I wonder if Ken Manzo ever saw the check Barton wrote to MMG to pay off the debt?
By comparison, a clean OTC-QB shell that's trading at a dollar, with no debt, no DTC chill and with the buyer receiving 95% (or more) of the outstanding shares, usually sells for between $300,000 and $400,000. Furthermore, there are dozens of shells like this for sale at any given time. A shell like this is useless for a pump and dump. It requires too much disclosure.
So why buy the FOGC Pink Sheet shell from MMG? If Ray Barton had $400,000 to invest, why not buy a clean OTC-QB shell??? Where would MNZO be today if the company was fully reporting, the O/S was tightly held and the PPS was $1.00?
There are only two reasons to go public: either to access funds from capital markets to grow your business or to make money on the stock (AKA: a pump and dump). In order to attract funding, you need to be on the OTC-QB at a minimum; fully reporting, with audited financial statements and insider trading disclosures. Pump and dumps, on the other hand, prefer the Pink Sheets because there are no disclosure requirements and the insiders don't care about raising funds and developing the business. They only want you to think they care about these things.
So ask yourself why Ken Manzo chose to acquire a Pink Sheets shell as opposed to an OTC-QB shell? In fact, the FOGC shell cost him more than a clean, debt free OTC-QB shell would have. It seems he was quite determined to be on the Pink Sheets and was willing to pay for it.
Actions speak louder than words, or in the case of MNZO, press releases and Tweets!
How do you know tests were performed? Is it because you read it in a P.R.?
A normal public company would have posted the report, that was produced by the lab that did the testing, on its web site. After all, the very viability of the company hinges on that report. The company's shareholders have a right to see it and Ken Manzo has no right to keep it from shareholder's eyes. He doesn't own the company; the shareholders do. He didn't pay for the report; the company (the shareholders) did.
The same applies to the letter from the FDA that states MNZO's Lacto-Freedom can be sold as a probiotic supplement. That letter has a direct bearing on the value of the company and Manzo has no right to withhold it from shareholders. I suspect such a letter does not exist. He's speculating Lacto-Freedom can be sold as a probiotic supplement and has misled shareholders into believing the FDA has made a definitive ruling, specifically regarding the product in question.
Having a hypothetical "chat" with someone at the FDA does not rise to the level of confirmation. If Manzo has a specific commitment, in writing, from the FDA, let's see it. If he doesn't, he has nothing and he shouldn't be making claims he can't back up.
Manzo cannot claim the FDA considers his product a "Probiotic Dietary Supplement" unless his claim can be verified or substantiated (eg. he posts the letter from the FDA on the company's web site). Obviously, if he had such a letter, we all would have seen it. I suspect he has nothing.
Issuing restricted shares isn't a must; it's just easy and there's no documentation that accompanies the share issuance to prove what it was for and that it was necessary. There's also no public disclosure of who the shares were issued to.
There has been dilution. Manzo acquired a shell with a large debt, which was repaid by issuing a bunch of new shares to Barton and his associates. Then there was another new share issuance to Ken Manzo, Ray Barton and some unknown "directors" for "fees". If those shares aren't free trading, they can be as the restriction period has passed. In fact, that is the reason they acquired the FOGC shell. It gave them (MMG & Barton) an excuse to issue a bunch of shares. Why else would anyone acquire a "crappy" Pink Sheet shell with a bunch of debt, that could never be used to raise money?
Ken Manzo owns half of the patent personally. MNZO has no assets; only debt. Obviously, that debt will be converted to shares at some point. That's the only reason MNZO exists. MMG and Barton are in full control of MNZO, which is why Ken Manzo hasn't transferred ownership of his half of the patent to MNZO. He can "walk" whenever he wants to.
In fact, all Manzo does is PUMP. Nothing that's mentioned in press releases is ever substantiated or verifiable. Has he ever shown shareholders his business plan? Does he even have one? If he's serious, he does. Also, issuing restricted shares is completely consistent with reckless dilution. The restriction is very short lived. If you want to issue free trading shares, the company must file documents with the SEC, which pump & dumpers obviously won't do.
Don't forget: the shareholders own the company; not Ken Manzo and Ray Barton.
Celprogen is a small, private company, that's know to its customers and some people in the Pharma industry. They said nothing about the rat test but why would they? They were hired by Manzo (although we've never seen proof of it). They could care less where it goes from here. You will recall Manzo said he needed to "look" for a lab to do human trials. Obviously, Manzo's relationship with Celprogen has been "pumped" to beyond reality. If Celprogen and Manzo were partners, why would Manzo be looking for another lab? Why has Manzo not posted a copy of the report on his web site? Perhaps he can't until he's paid for it in full. Why do MNZO shareholder's have no clue as to what the company is doing???
A $4,000,000 operating loss doesn't mean Manzo wrote checks for $4,000,000. After all, he operates out of a room in his house (or apartment or trailer...), so he doesn't have much in the way of hard costs. No employees either. I wonder why he didn't explain how the loss occurred, in his recent "press release"??? Didn't he make a promise to shareholder's regarding transparency? Guess he forgot! He also didn't explain what the BOD did to deserve 30,000,000 shares. The reality is, the BOD are likely friends of Kenny's and those shares went straight back to him.
What this means is, he and Ray B. have probably expensed the company to death. Keep in mind, the market cap. of MNZO is barely $500K. In order to pay themselves back this fictitious amount, expect a huge share issuance at any moment. By HUGE, I mean around $6,000,000 worth of shares. That's 5 billion shares! There are other possibilities, like the $4,000,000 was the cost of the study, but one way or another, someone is about to get a huge pile of stock.
Although Kenny says he's the boss and he's running the show, the evidence says otherwise. The company's legal counsel is Ray Barton's guy as is the company's accountant. Who do you think they care about the most? Furthermore, the company's IR/PR firm is Magna Biz consultants, which is MMG "in disguise". Also, Manzo lists MMG's address as it's official address, because the Wyoming Secretary of State doesn't allow PO boxes.
With ANAS, the float was only 58% of the O/S whereas with MNZO, the float is nearly 100% of the O/S. Other than that, both companies are designed from the same Ray Barton, pump and dump, template. ANAS also had loyal "'till death or bankruptcy do us part" shareholders, who said the CEO was an honest guy.
The bottom line is, selling pressure is keeping the price down and Ken Manzo hasn't given real investors any reason to buy and hold. The proof is in the share price. The Market is wickedly efficient when it comes to sniffing out B.S.
Tell the shareholders what your plan is, how long it will take, what it will cost and how you plan on paying for it? Simple, basic business stuff. Who's on the BOD and what are their qualifications? What are the terms of MNZO's deal with Celprogen? Who's Dean Frachino? If Ken Manzo doesn't want the Market to treat MNZO like it's a scam, he needs to stop acting like a "scammer". P.R. stands for Press Release, not Public Relations.
Ken Manzo wants you to drink his KoolAid but he refuses to reveal what's in it. Until he does, MNZO will never be more than what it is now.
MNZO and Celprogen will never merge. Never! MNZO would be a huge liability to Celprogen. That would be like General Motors merging with a company that makes fuzzy dice; a bankrupt company that makes fuzzy dice.
There are only two reasons companies go public: either to access cash for expansion through capital markets OR to make money by pumping and dumping. An established business like Celprogen would go public via an IPO. Jay Sharma would put millions of $ in his own pocket and Celprogen would raise tons of capital in the process.
If you were Jay Sharma, what would you do?
By "he" are you referring to Ken Manzo? What $70K are you talking about? "He" has not put any of his own money into MNZO.
Just to clarify; Celprogen and Manzo Pharma don't own the patent, Jay Sharma and Ken Manzo do. Why is it important to make that distinction? Because MNZO has no assets. Ken Manzo could resign tomorrow and MNZO has NOTHING. Another public company could make Ken Manzo and offer and if he "walked", shareholder's losses would be 100%. Shareholders can prevent such a possibility by insisting Ken Manzo transfers his 50% ownership of the patent to Manzo Pharma.
I'm sure he hasn't already done it, so he can keep his options open. It's not as if he's invested a bunch of his hard earned money into MNZO, so he could walk away without much of a loss. The only money into MNZO is Barton's.
Pleading ignorance is a lie, if that's indeed what he told you. Obviously, there was a written sale and purchase agreement between himself and MMG, wherein MMG made certain representations regarding the state of the shell. If they didn't declare the debt, they would be S.O.L., seeing as they were the debtor. That's simply Business 101.
It's more likely Barton told him the FOGC shell was as good as any, and Manzo naively signed away without getting independent legal advice. Either way, my judgement isn't false, it's accurate, as evidenced by his performance. Ken Manzo may be a qualified Pharmacist but that doesn't mean he is capable of running a public Pharma. company.
You're wrong. We need GOOD news! Bad news would be withheld from the public.
There's a saying: "the simplest explanation is usually true". Perhaps Celprogen won't give Manzo the report until they get paid. Manzo's never said they're assisting financially and they are a business, after all.
Maybe the results aren't good and it's all over!
As far as Tummy Relief is concerned, if there's no news it's because there's nothing new.
Human Trials: Manzo probably has no idea how he'll ever get to that stage, so what would you like him to say? I'm sure he'll fabricate some BS that keeps everyone happy.
How did this have anything to do with FOGC?
No one has suggested the patent is a fraud. It is being suggested that the value and significance of the patent has been exaggerated. Does anyone really believe Ken Manzo is the only person in the Pharmaceutical "world" to have ever had such an idea? Also, MNZO's ability to take the patent, develop a product and take it to market has been wildly exaggerated. It could happen but the odds are one in a million. Ken Manzo is aware of this, so he's decided to tell a good story and hopefully make a bit of money on the stock. A non-disclosure, loosely regulated Pink Sheets shell was vital to his plan. The story falls apart under direct scrutiny.
As far as Celprogen is concerned, their involvement in all of this has also been wildly exaggerated. Ken Manzo needed technical help with his application for the patent and found Jay Sharma on the internet. Sharma handled the technical aspects of the patent application in exchange for a 1/2 interest in it. Later, when Manzo needed a lab to do testing, Jay Sharma's company was the natural choice. Sharma may be giving Manzo flexible terms for his company's work and might be taking a larger royalty from any product that might be developed from all of this, in lieu of payment, but that's where his, and Celprogen's, interest ends. Manzo offers nothing to Celprogen. Celprogen wouldn't pay $1 to acquire a messy situation like MNZO, let alone merge with it. If Celprogen wanted to go public, they'd just do it on their own. Why would a viable company want to merge with a bankrupt, Pink Sheets shell with no assets and no business. It makes no business sense.
If Celprogen wanted to develop a product like Lacto-Freedom, they'd alter the Manzo/Sharma patent slightly, apply for their own patent then develop it and take it to market. Period, end of story.
If Celprogen wanted to go public, they could do it very easily on their own. All Jay Sharma needs to do is whisper "IPO" in the ear of his favorite Investment Banker.
A merger between MNZO and Celprogen will never happen.
Why would Celprogen ever consider such a thing??? MNZO brings nothing to the table...nothing.
Celprogen's involvement is a moot point. Celprogen isn't the one putting out misleading P.R.'s in order to entice the public into buying its shares.
Like most MNZO P.R.'s and "Tweets", it's probably an exaggeration or a "disingenuous mischaracterization" of the facts, designed to "pump" the share price.
If MNZO doesn't have it in writing from the FDA, he has nothing and the P.R should be retracted. If he did have it in writing, he would have posted the document on MNZO's web site.
Every time Celprogen does work for MNZO, that MNZO can't pay for, Celprogen gets a bigger "piece of the action", in lieu of payment, and MNZO's interest is reduced accordingly.
If you wonder why Ken Manzo's never disclosed the specific details of his business arrangement with Celprogen, now you know.
MNZO shareholders only get the good news, not the bad.
It's not "crazy low" when you consider MNZO has no employees, no office and Celprogen is paying for the lab studies. The company's only overhead is Ken Manzo's wages and Barton's "consulting" fees. The company's debt will be converted to millions of shares for Manzo and Barton just before the PPS mysteriously rises. The PPS will then drop due to selling pressure (ad nauseum).
The value of a shell is directly proportional to how much of the O/S the buyer acquires with the purchase. It isn't unusual for the buyer of a shell to gain control of 95% or more, of the O/S. Manzo got ZERO % of the O/S when he acquired the FOGC shell. Also, when he acquired the FOGC shell, he knew that there was $400K in debt, that MMG beneficially owned more than 50% of the O/S and that there was a DTC chill in place. I'm not aware of any problems that have come to light, that Manzo wasn't aware of before he acquired the FOGC shell.
The fact is, an OTCQB fully reporting shell, with control of 95% of the O/S being transferred to the buyer, costs less than the debt Manzo took on when he acquired the "chilled" FOGC Pink Sheets shell. So why did he buy the FOGC shell? There's only one reason someone pays big money for a bankrupt Pink Sheets shell, that can't be used to raise money: -there are no reporting and disclosure requirements, which is crucial for pumping and dumping. Insider trading reports and audited financials are not required on the Pink Sheets, like they are on the QB.
On the OTCQB, shareholders know the facts. On the Pinks, you only know the "good news" that supports the company's fictional business plan.
If he really has the cash, why would he keep it a secret and why don't the company's financial statements reflect it?
All we can do is speculate, since Manzo's silent on this matter but what you're suggesting makes no sense. Sharma is the co-patent holder and has been since he and Manzo filed in 2007. He already gets 50% of licensing revenue (we assume), so when Manzo comes to him and asks him to do the testing but says he doesn't have the cash to pay for it, what kind of a deal do they come to? Does Celprogen now get a cut of Manzo's licensing revenue?
Bottom line: we won't know until Manzo tells us.
It might be but I'm not sure how the FDA looks at matters such as this. I suppose it could have been argued that "the product" has nothing to do with Celprogen, so they're indeed independent. That argument disappears when Sharma decides Celprogen's going take a piece of the action (whatever that might be) in lieu of payment for the testing. The speculation is, Celprogen made that decision because MNZO had no funds to pay for the testing. Accordingly, Celprogen then has a vested interest in the testing results being positive. It would be nice to know the details of the relationship between Manzo and Sharma, MNZO and Celprogen. I have a hard time believing Sharma would risk Celprogen's reputation by skirting the FDA's code-of-conduct to help a bankrupt, Pink Sheet, penny stock.