Replies to post #91498 on Rightsmile, Inc. (RIGH)

[FullDeck]

Got it. Thinking that SEC "flipped" Sal Tuzzolino...

...in exchange for immunity.

Don't have time for links and full validation now, and it's all immaterial now anyway except out of curiosity.

But the SEC complaint against Angel uses emails to a "consultant" as part of the corroborating evidence.

Sal Tuzzolino qualifies as a "consultant", having received shares for "services" past and future.

I suspect that Sal Tuzzolino was the SEC's referenced email "consultant"-

Sal had reason to flip, since he also received shares from the same pool that Moffitt got charged with illicitly selling, and was thus also guilty of the charges (assuming he sold them).

But Sal Tuzzolino only got 2,000 of the series A preferred, convertible to 2,000,000 shares, compared to Moffitt's/CoProducts, Febles/Kelso's 1.499 Billion shares each.

So he was the smallest fish (for this charge) and the logical one to provide evidence in exchange for immunity.

From the SEC charges: https://www.sec.gov/litigation/complaints/2018/comp24148-bud-genius.pdf

37. Stanz knew that the charter jet company revenue could not be properly reported in Bud Genius’s financials.

In internal emails with a Bud Genius consultant, Stanz described the charter jet revenue as “pass through” revenue from his charter jet businesses that was “booked under Bud Genius,” and revenue that he would “stack … in [Bud Genius] by routing consulting services earnings from [the charter jet businesses], which in turn pays our programmers.”

And in yet another internal email, Stanz stated that “[the charter jet business] was a necessary evolvement to provide personal cash flows since Bud Genius was not funded.”

AND:

b. March 30, 2015 Tommy Chong Press Release
23. On March 30, 2015, Bud Genius issued a press release entitled:

“BudGenius Announces LOI to Acquire Evergreen Licensing – an Exclusive Licensor of Tommy Chong Products: Company controls licensing rights in the nation’s largest cannabis market, with $1.3 billion in yearly sales.”

The press release stated, in pertinent part:

"Bud Genius, Inc. . . . announced today they have signed a Letter of Intent to acquire Evergreen Licensing – exclusive licensor of Tommy Chong marijuana, hemp, and cannabis-related products. Under the terms of the agreement, Bud Genius will manage licensing and distribution of Tommy Chong brand cannabis products in California, as well as provide a variety of revenue-generating services . . . The agreement for Bud Genius produces revenue on the licensing of Tommy Chong THC products, and on the distribution of Tommy Chong non-THC products…"

“We are pleased to have signed the Letter of Intent to acquire Evergreen Licensing – a team that we have known and respected for years,” said
Angel Stanz, CEO of Bud Genius . . . “We are delighted and proud to be [Tommy Chong’s] partner in this quest [to building the Tommy Chong brand into one of the premier brands in the industry].”

24. The press release was false and misleading for several reasons. First, the March 30 press release gave the false and misleading impression that entering into a Letter of Intent (“LOI”) was a significant step towards consummating the deal with Evergreen Licensing (“Evergreen”) and acquiring Tommy Chong’s licensing rights.

Bud Genius and Stanz knew, but did not disclose, that the LOI held little significance.

In fact, in late 2014, while still negotiating its terms, Stanz stated in an email that the LOI was “more of a cosmetic step than anything tangible.”

Further, the press release deceived investors by omitting the fact that in order to acquire Evergreen, among other things, Bud Genius had to pay Evergreen $500,000 and other unspecified stock and employment-related consideration to Evergreen’s owner.

Bud Genius did not have $500,000 to pay Evergreen, and had no imminent prospects for obtaining such funds.

Just my opinion, but it seems all the parts fit.

So much for "Honor Among Thieves"!