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If you read Ken Manzo's statement carefully, you'll notice that it only says his problem with the SEC forced him to resign. That's all ! Nowhere does it say his leaving with the company's assets or transferring his shares back to the company, was condoned by the SEC. It only says these things were done due to his resignation. I think it's clear that the SEC banned him from being involved with any public company, so he and his lawyer cooked up a way for him to leave with his beloved patent. They led us to believe that this exit package was "negotiated" with the SEC but clearly, it was not.
It sure feels that way to me. The SEC exists to protect innocent shareholders, so it makes no sense to me that they (the SEC) would facilitate the demise of the company. If Ken Manzo had done something wrong in the past, they would have banned him from being a director or an executive of any public company and made him pay a fine...end of story. There would not have been a negotiation that resulted in Ken Manzo leaving MNZO with an asset that belongs to the shareholders. Furthermore, the SEC lists all such "bannings" and fines on their web site but there is no reference to Ken Manzo what-so-ever. I smell a big rat!
Has anyone been able to verify anything Ken Manzo reported about his trouble with the SEC, the Wells Notice or his negotiated settlement that allowed him to walk away with the company's (shareholder's) only asset? It makes me suspicious when the only info I can find comes from Ken Manzo. Maybe it's all a scam. Maybe he just walked away with his only possible source of income and told an elaborate story so no one would ask any questions. As far as I can tell, there's no proof of anything shareholders have been told.
So Ken Manzo has MNZO and its shareholders buy the rights to a product, fund the development of that product, then claims trouble with the SEC. He then walks away with the company and the rights to the product but the debt stays with MNZO and its shareholders. Now Ken Manzo is selling the product and gets 100% of the profit. Makes sense. How is that protecting the shareholders? The proper course of action is a class action lawsuit against Ken Manzo and the SEC. This assumes there ever was an action being taken by the SEC against Ken Manzo and a resulting settlement. I wouldn't be surprised if it's all BS.
He didn't do it with FOGC because his pals at MMG still owned a ton of shares they wanted to dump.
Before Ray unloads it, he'll clean it up by doing a 10,000:1 reverse split then issuing a few million new shares.
If you check, you'll find Pink Sheets companies are still required to disclose material events and corporate actions. Other than those two items, disclosure and reporting are not required. The SEC's only interest is that Pinkies don't lie in their PR's or in info the public has access to. They can be as vague as they like but if they can't back up their claims, the SEC will shut them down (if they happen to be watching).
I was referring specifically to Ken Manzo's apparently rapid exit from MNZO and his right to leave with his previously relinquished asset.
I'm looking forward to hearing the SEC's version of events.
It's also possible the product being produced now, called Lacto Freedom, bears no resemblance to the product covered by the patent. A bit of smoke and mirrors?
Ken Manzo and Jay Sharma. Manzo assigned his half of the patent to Manzo Pharma. but since the parent and the sub have the same name, it's unclear as to which entity the rights were transferred to.
You're right. So who owned Kenny's half of the patent: the parent (MNZO) or the sub (Manzo Pharma.)?
Where are the Directors? It's their responsibility to find a replacement for Kenny. Why is there no mention of Kenny's preferred shares? How can Kenny walk away with the company's only asset? The SEC would never have agreed to such a thing. You can't simply "un-merge" Manzo Pharma from the public company. I smell a big stinky rat.
Does anyone know when Kenny received the Wells Notice from the SEC? He informed SH's on July 29th. I'm surprised it's all over after only three weeks. I didn't know the SEC moved that quickly.
Moving forward, the BOD are now in charge. The LactoFreedom product, that's now being produced, belongs to MNZO, not Ken Manzo. The company owns the product because Ken Manzo was working in the capacity of an employee. He sold the rights to LF to the company. I'd like to see a copy of the settlement document. I don't believe the SEC would allow Ken Manzo to leave with assets that belong to the shareholders. The SEC exists for our protection. Let's make sure they protect us.
Don't hold your breath. KM wouldn't be dumb enough to "leak" the fact he's issuing a PR on Monday, while he's under SEC investigation.
It's a popular misconception that Pink Sheets companies don't have reporting requirements. Corporate actions and material events must be disclosed. I'm sure the Wells Notice qualifies as a Material event as it could have a significant impact on shareholder value. Besides, when you're being investigated by the SEC, playing by the book is a wise thing to do.
Actually, the SEC went after Jordan Belfort for pump and dump scams. The FBI went after him for money laundering.
I guarantee they'll look into MNZO share issuances and PR's. Remember, there's a DTC chill on MNZO for a reason.
Don't for one second think the SEC laid all of its cards on the table, when they gave Manzo the verbal Wells Notice. They will be looking into all of his securities related dealings, not just pre-MNZO stuff. He's going to have to document all claims he's made in PR's.
4 years of rat and human testing???? Do the financial statements reflect payment or an AP for this testing??? Can't have been cheap. Where's the report that says the formula works??? FDA confirmation L.F. is a probiotic supplement???? Where's the letter from the FDA??? Did his dog eat it???
On May 5th Manzo said production had commenced. Where is it??? Shareholders have a right to documentation that confirms the things Manzo's been telling them. Manzo doesn't own MNZO, the shareholders do. It's no wonder the SEC is investigating.
I didn't say Sharma works for shares. I also didn't say he filled out some forms. He handled some of the technical aspects of the patent application, that Manzo couldn't. Either way, they are not business partners.
Ken Manzo approached Jay Sharma because he had an idea and couldn't complete the patent on his own. Jay Sharma finished the patent application and took half of the rights in exchange for his work. Hardly a partnership.
...but large successful, companies don't tend to collaborate with bankrupt, revenue-less, single employee, home based businesses. Why would Celprogen merge with MNZO? What could MNZO possibly offer Celprogen? Why would Celprogen diminish its brand by partnering with a Pink Sheets company whose CEO is under SEC investigation? If Celprogen thought Lacto-Freedom was worth producing, they would have done it on their own years ago.
...and if Manzo performs a miracle and does end up with product, how much of a "cut" do Jay Sharma and Celprogen get? Sharma owns half of the patent and the studies done by Celprogen were never paid for. What's the deal between the companies and why is it a secret?
The PPS hasn't dropped much because it's already at "play money" levels. The Wells Notice is one of the few pieces of information on MNZO that's actually verifiable. The company was legally obligated to inform the public as a Wells Notice is a material event and could cause the company to cease operations. In other words, Ken Manzo is in deep "doo doo" and he's covering his ass by informing shareholders.
I believe the debt was all BS. It was likely a scheme cooked-up between Barton, MMG and Kenny, as a way to issue a ton of shares for nothing. If you think Kenny wasn't involved, ask yourself why he'd take over a worthless (ex MMG) Pink Sheets shell co. with $400K in debt, DTCC chill and zero shares of common stock available with the purchase. A clean, debt free, DTCC eligible shell with most of the outstanding shares available costs much less than $400K.
Smitherman was brought onto the BOD because he was in the business of raising funds for Pink and OTC public companies. I wonder why his compensation wasn't based on success? Ken Manzo's lack of experience in heading a public company is obvious. That was 10 months ago and Smitherman's been a dismal failure yet he gets to keep his free trading common shares.
MNZO owns 1/2 of the patent. The company has never revealed specifics of the agreement that exists with the co-patent holder, Jay Sharma.
Of course Manzo hasn't been selling shares. He hardly owns any. When he inherited the FOGC shell from his friends MMG, they only gave him preferred shares, not common. Ray Barton is the one who got the huge block of common stock via a phony debt repayment scheme.
There's isn't a chance that any business will give MNZO terms. Would you? In the eyes of a potential creditor, it simply isn't a legitimate business. It's operated out of the CEO's residence, which might be a trailer; no one knows. The company has one employee; the CEO. The company has insignificant sales, insignificant revenue and insignificant assets. The company has "pennies" in the bank and easily meets the definition of bankrupt.
Furthermore, if Ken Manzo had any real expectation of product being manufactured when he says it will, the marketing and advertising effort would be ready to go, right now. IHub'ers may love MNZO but the public market sees through the CEO's BS (as it usually does), thus the laughable PPS and Market Cap.
As far as financial terms for manufacturing is concerned, if the manufacturer is in China, they'll want to be paid via an L.C. MNZO couldn't do it. If the manufacturer is in the USA, they will do some basic DD before they give MNZO credit. MNZO will fail even the most basic credit worthiness investigation. Either way, MNZO needs cash before it can take the next step. Ken Manzo knew this day would come, years ago.
Why would any viable business take MNZO stock in lieu of payment? Makes no sense. It's conceivable a manufacturer might be convinced to take MNZO stock in lieu of profit but that still leaves the insurmountable problem of covering the manufacturer's costs. MNZO couldn't even cover the legal fees they'd incur having such an agreement drafted! Don't forget, the company can't afford an office.
The more basic question is: how will the company pay for it? No manufacturer, in either China or the USA, will ship a single dose without getting paid. MNZO has no cash and is financing-proof. Also, having product isn't all that matters. It has to be marketed and promoted. It all costs money and MNZO has none. It also takes time. I'm not speculating about this; it's basic Business 101.
If anyone has any theories about how MNZO can have the product manufactured in the coming weeks without paying for it and then sell it without any marketing, I'm all ears.
If it was all so clean and tidy, DTCC would have no reason to refuse to lift the chill order. The fact is, the public only knows what Manzo wants it to know but DTCC knows who owns the shares of the company as well as how and when the shares were acquired. Accordingly, there must be a problem that Ken Manzo can't explain or resolve to DTCC's satisfaction.
Ken Manzo was aware of this issue when he acquired the FOGC shell. It isn't possible that MMG hid this fact from him. The question that begs to be asked is: why choose such a "dirty" shell as the foundation of your company?
There's no such thing as a clean ex-MMG shell. When Manzo took it over, it was $400K in debt, DTC chilled and 100% of the stock was in "unfriendly" hands. It was as bad as a shell can get. Has anything changed?
Of course you're correct but how much cash could he generate by selling shares. One million shares are barely worth $1,000 and how much selling pressure could the market stand without pushing the PPS to a tenth of what it is now? Unfortunately, if the company, or Ken Manzo, needs significant funds in a hurry, there's only one way to make the shares more valuable.
In my crystal ball, I see a huge reverse split coming. Like other people who frequent this forum say: "welcome to the Pinks"!
I'll tell you why it (the DTC chill) matters: the company cannot raise the funds necessary to be successful while the stock has a DTC chill on it.
Speaking of timelines; how long ago was it when Manzo said, in a PR, the DTC Chill was about to be lifted? I believe it was over a year ago. Has he ever said why it's not possible? There must be a "skeleton in the closet" that can't be removed.
Have you seen a copy of the Celprogen study/report? If not, how do you know it exists?
CEO's timeline's are wishful thinking, maybe even fantasies. He's never explained how he's going to produce and market a product without any capital. The harsh reality is, he can't. One only has to look at the failure of his current products for proof of this.
Fire hose in August ?!?!