SEC v. Patient Access Solutions, Inc.; Bruce Weitzberg; and Joseph Gonzalez, No. 1:22-cv-04447, Eastern District of New York (July 28, 2022) — Complaint

THOMAS P. SMITH, JR.
ACTING REGIONAL DIRECTOR
Sheldon L. Pollock
Gerald A. Gross
Philip A. Fortino
Liora Sukhatme
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
New York, NY 10004-2616
(212)336-1014 (Fortino)
UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF NEW YORK
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
-against-
PATIENT ACCESS SOLUTIONS, INC.,
BRUCE WEITZBERG, and
JOSEPH GONZALEZ
Defendants.
COMPLAINT
22 Civ. 4447
JURY TRIAL DEMANDED
Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against
Patient Access Solutions, Inc. (Ticker:  PASO) (“PASO”), Bruce Weitzberg (“Weitzberg”), and
Joseph Gonzalez (“Gonzalez”) (collectively, “Defendants”), alleges as follows:
SUMMARY
1.This matter involves a scheme orchestrated by Weitzberg and Gonzalez to artificially
inflate the stock price of PASO, a microcap issuer that they controlled.  From at least January to
April 2020, Weitzberg and Gonzalez issued press releases and tweets falsely claiming that PASO was

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actively negotiating a merger and planning to issue dividends.  In reality, PASO was not engaged in
merger negotiations and had taken no steps to issue a dividend.
2. To support the fictional narrative of an upcoming merger and induce unsuspecting
investors to purchase PASO stock, Weitzberg and Gonzalez posted public letters falsely claiming
that Gonzalez and a member of PASO’s board of advisors (“PASO Advisor”) purchased millions of
PASO shares on the open market.
3.  Gonzalez, using a pseudonym and posing as an unaffiliated investor, also advanced
this false campaign by posting false and misleading statements promoting the fictional merger and
insider purchases on an Internet chat board.
4. Gonzalez engaged in several other deceptive acts, including lying about his
educational background and impersonating a chiropractor to promote PASO on a radio talk show
called StockTradersTalk.
VIOLATIONS
5. By virtue of the foregoing conduct and as alleged further herein, Defendants have
violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)], Section
10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)], and Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5].
6. Unless Defendants are restrained and enjoined, they will engage in the acts, practices,
transactions, and courses of business set forth in this Complaint or in acts, practices, transactions,
and courses of business of similar type and object.
NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT
7. The Commission brings this action pursuant to the authority conferred upon it by
Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act Section
21(d) [15 U.S.C. § 78u(d)].

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8. The Commission seeks a final judgment: (a) permanently enjoining Defendants from
violating the federal securities laws and rules this Complaint alleges they have violated; (b) ordering
Defendants to disgorge all ill-gotten gains they received as a result of the violations alleged here and
to pay prejudgment interest thereon; (c) ordering Defendants to pay civil money penalties pursuant
to Securities Act Section 20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C.
§ 78u(d)(3)]; (d) permanently prohibiting Weitzberg and Gonzalez from serving as an officer or
director of any company that has a class of securities registered under Exchange Act Section 12
[15 U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C.
§ 78o(d)], pursuant to Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; (e) permanently
prohibiting Weitzberg and Gonzalez from participating in any offering of a penny stock, pursuant to
Securities Act Section 20(g) [15 U.S.C. § 77t(g)] and Exchange Act Section 21(d)(6) [15 U.S.C.
§ 78u(d)(6)]; and (f) ordering any other and further relief the Court may deem just and proper.
JURISDICTION AND VENUE
9. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a)
[15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].
10. Defendants, directly and indirectly, have made use of the means or instrumentalities
of interstate commerce or of the mails in connection with the transactions, acts, practices, and
courses of business alleged herein.
11. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and
Exchange Act Section 27 [15 U.S.C. § 78aa].  Defendants may be found in, are inhabitants of, or
transact business in the Eastern District of  New York, and certain of  the acts, practices,
transactions, and courses of  business alleged in this Complaint occurred within this District.  For
example, at all relevant times, PASO was headquartered in this District, Weitzberg resides in this
District, and Gonzalez engaged in financial transactions with banks in this District.

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DEFENDANTS
12. PASO, incorporated in 2006 in Nevada, has its principal place of business in New
Hyde Park, New York.  PASO’s common stock is quoted on OTC Link, which is operated by OTC
Markets Group Inc.
13. Weitzberg, age 63, is a resident of Forest Hills, New York.  Since 2008, Weitzberg
served as President, Chief Executive Officer, and Director of PASO.
14. Gonzalez, age 51, is a resident of Charlotte, North Carolina.  Gonzalez was a PASO
director from 2007 until he resigned in June 2020.
FACTS
I.   Defendants Made False Statements Concerning Merger Discussions and an
Upcoming Dividend
15. At all relevant times, PASO purported to be a healthcare company, providing
administrative and facility services to health care providers in New York.
16. From January to April 2020, PASO, Weitzberg and Gonzalez issued materially false
press releases and tweets in order to create the false impression that PASO was actively negotiating a
merger with another entity.
17. On January 16, 2020, Gonzalez issued the following tweet from PASO’s Twitter
account, @PAShealth:  “$PASO is exploring a significant merger opportunity and final terms are
being negotiated.  Once the terms have been finalized the Company will post the LOI [Letter of
Intent] to its disclosure page for shareholders to review with a subsequent ‘international’
announcement to follow.”
18. On February 13, 2020, PASO issued a press release, which Gonzalez drafted and
Weitzberg reviewed, approved and publicly disseminated, “to assure shareholders that the merger
negotiations are in a very active state.  The merger candidate partner is represented by a New York,
NY based private equity firm with $50 Billion Dollars [sic] under management...Currently, all

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parties are targeting a close date to take place in Q1 of 2020.”
19. On March 20, 2020, Gonzalez posted the following message on the @PAShealth
Twitter account:  “We continue to work with our PE [private equity] partners on the pending
transaction terms.  We are also currently coordinating with our financial advisors to deliver a
dividend to our shareholders.”
20. The January and March tweets and February press release were materially false
because, contrary to the claims in those statements, PASO had not engaged in any merger
negotiations during the relevant time period.  There were no discussions with a merger candidate
and no involvement or representation by a private equity firm.
21. On April 17, 2020, PASO issued a press release, authored by Gonzales and reviewed,
approved, and disseminated by Weitzberg, stating that the Covid-19 pandemic had paused the
“negotiations and pending transaction with the Private Equity represented Merger Candidate.”  The
press release stated that the “process has been restarted with a target date to have a Letter of Intent
(LOI) secured on or before May 29
th
 with closing of the transaction before the end of June.”
22. The same April 17, 2020 press release also announced that PASO would issue a
dividend, with “a formal announcement regarding calculations and shareholder minimums to
participate next week.”  Thereafter, no dividend was formally announced or issued.
23. The April 17, 2020 press release was materially false and misleading because PASO
was not engaged in merger negotiations and had made no preparations to issue a dividend.
24. When they made each of the false statements described in paragraphs 15-23, above,
Weitzberg and Gonzalez knew or recklessly disregarded that these statements were false and
misleading, and their knowledge is imputed to PASO.
25. From January to April 2020, while issuing the false press releases and tweets, PASO
sold more than $40,000 of PASO stock to investors.

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II. Defendants Made False Disclosures Concerning Insider Stock Purchases
26. In February and March 2020, while PASO was issuing false statements concerning
the alleged merger negotiations, PASO posted on the OTC Markets website multiple letters
representing that Gonzalez and PASO Advisor were actively purchasing large amounts of PASO
shares on the open market.
27. PASO posted on the OTC Markets website six letters from Gonzalez notifying the
PASO Board of Directors that Gonzalez had purchased PASO shares on the open market
(“Gonzalez Letters”).
28. The first letter, posted by PASO on February 16, 2020, stated that Gonzalez had
“personally acquired approximately 9,000,000 shares of PASO common stock on the open market.”
Gonzalez’s letter also stated that his shares “are being held at a retail brokerage firm,” and that the
firm’s “compliance department has been notified and the holdings are now governed by the rules
that apply to insider/affiliate shareholders with all applicable restrictions and limits.”
29. PASO posted five subsequent letters on the OTC Markets website, dated February
21
st
 and 26
th
, March 10
th
, 13
th
, and 22
nd
.  In each letter, Gonzalez stated that he had “increased [his]
holdings in open market purchases” by an additional 500,000 PASO shares.  The final letter included
an image that appeared to be a screenshot of Gonzalez’s brokerage account, showing 11.5 million
shares of PASO.
30. The Gonzalez Letters were materially false and misleading because Gonzalez had not
purchased any PASO shares since February 1, 2019, a year before the date of the first letter.  In fact,
on March 23, 2020, the day after the date of the last letter, Gonzalez started selling his PASO stock.
31. Contrary to the representation in his letter that he had notified his brokerage firm of
his affiliation with PASO, Gonzalez told the broker in January 2019 that he had no connection to
PASO or to any PASO insiders.  Nevertheless, his broker discovered Gonzalez’s affiliation with

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PASO and restricted his account, allowing him to liquidate his shares in limited quantities.  From
March to August 2020, Gonzalez sold approximately $5,256 worth of PASO stock.
32. The final letter of the Gonzalez Letters, dated March 22, 2020, included an image
that appeared to be a screenshot of Gonzalez’s brokerage account, showing 11.5 million shares of
PASO, but that image was a fabrication.  Gonzalez designed the fictitious screenshot image to create
the false impression that he had acquired and held PASO shares in his brokerage account.
33. At all relevant times, Gonzalez knew or recklessly disregarded that the Gonzalez
Letters and the fictitious screenshot of his holdings were false and misleading, and his knowledge is
imputed to PASO.
34. PASO also posted on the OTC Markets website letters purportedly written by PASO
Advisor.  On February 24, 2020, PASO posted on the OTC website a letter by PASO Advisor,
stating that PASO Advisor purchased 600,000 PASO shares on the open market.
35. From February 28, 2020 to March 23, 2020, PASO posted six additional letters,
purportedly signed by PASO Advisor, claiming to have purchased additional PASO shares on the
open market (“PASO Advisor Letters”).  The PASO Advisor Letters were materially false and
misleading, as PASO Advisor did not make any additional purchases of PASO shares.
36. Gonzalez wrote and posted the PASO Advisor Letters to create the false impression
that PASO Advisor was purchasing PASO shares on the open market.  PASO Advisor did not
authorize and was not aware of the PASO Advisor Letters.
37. Gonzalez knew or recklessly disregarded that the PASO Advisor Letters were false
and misleading, and his knowledge is imputed to PASO.
38. Gonzalez informed Weitzberg that he intended to post the letters in order to show
investors that the merger talks were real.  Weitzberg took no steps to confirm the accuracy of the
letters.  Nonetheless, Weitzberg, who controlled the online account used to disseminate the letters,

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provided Gonzalez with the access code to post the Gonzalez Letters and the PASO Advisor
Letters on the OTC Markets website.  Weitzberg knew or was reckless in not knowing that the
letters contained materially false information at the time that he authorized Gonzalez to post them.
III. Gonzalez Touted the False Merger and Insider Purchases
39. To further promote the false merger and insider purchases, Gonzalez regularly
posted on an Internet chat board, misleadingly posing as an unaffiliated investor.  Using the
pseudonym “DamnedYankeeFan,” Gonzalez touted the alleged merger and insider purchases.
40. For example, following PASO’s January 16, 2020 tweet announcing the “significant
merger opportunity,” Gonzalez (using the pseudonym “DamnedYankeeFan”) posted misleading
statements promoting the merger, including:
 January 16, 2020:  “Whoa!!!! IMO [in my opinion] I understand now why all the silence.
I’m hanging on ‘significant’ and ‘international.’”

 January 19, 2020:  “Counting the days until the Company discloses who it’s [sic] merger
candidate is going to be...IMO it’s going to be huge!”

 January 27, 2020:  “I’d rather at least have an idea of what’s coming and since it
happened in a tweet – we can safely assume the market isn’t as aware so we would most
certainly get a BANG if the merger was a nice sized transaction.”

 February 11, 2020:  “I contacted the company...I emailed Mr. Gonzalez about the Yield
sign and he responded with a call...I was glad that Mr. Gonzalez took the time to return
my inquiry with a phone call...I for one appreciate his response and the Company’s
effort to give transparency during this period.”

41. Following the February 13, 2020 press release announcing that “the merger
negotiations are in a very active state” and that the merger candidate was “represented by a New
York, NY based private equity firm with $50 Billion Dollars [sic] under management,” Gonzalez
continued to tout the upcoming merger online (using the pseudonym “DamnedYankeeFan”).
42. For example, on February 13, 2020, Gonzalez posted, “$50B Private Equity Funds
don’t play in the shallow end! This deal is legit!”
43. On February 15, 2020, Gonzalez posted, “The Company has finally disclosed the

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Easter eggs - $50B Private Equity fund is representing the merger partner. There are no dilutive
financial instruments in play.  Merger candidate has secured its financing!”
44. Following the March 20, 2020 tweet, Gonzalez continued to tout the “pending”
merger online using his DamnedYankeeFan pseudonym.
45. For example, on March 21, 2020, Gonzalez posted that PASO was “merging with
another company,” and on March 22, 2020, Gonzalez posted that “there is a merger being
negotiated.  IMO that’s what’s important here.”
46. Gonzalez (again using the pseudonym “DamnedYankeeFan”) also touted the
fictitious insider purchases.  For example, on March 3, 2020, Gonzalez posted, “It’s about the deal!
That coupled with insiders taking open market positions and filing disclosures is what the
market/investors are looking for.”
47. On March 31, 2020, Gonzalez posted, “Insider buying is amazing IMO. By my
calculation they’ve spent a combined $250K. It’s up to them to deliver and no one makes that kind
of bet if they don’t plan on delivering. I appreciate the truth and transparency.”
48. At all relevant times, and while he posted the statements above, Gonzalez knew or
recklessly disregarded that his statements were materially false and misleading because Gonzalez
knew or recklessly disregarded that PASO was not negotiating a merger and that Gonzalez and
PASO Advisor had not purchased PASO shares on the open market.
IV. Gonzalez Lied About his Education and his Identity
49. Gonzalez engaged in several other deceptive acts in 2019 and 2020.  First, on January
16, 2019, Gonzalez impersonated a chiropractor located in West Babylon, New York, on a radio talk
show named StockTradersTalk.  The following day, PASO issued a press release, announcing that
the chiropractor, described as PASO’s Chief Operating Officer, had been interviewed as a featured
guest on StockTradersTalk.  The press release included a link to the radio show, where Gonzalez

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had impersonated the chiropractor.
50. PASO and Gonzalez did not disclose in the January 17, 2019 press release, or during
the radio program, that Gonzalez was impersonating the chiropractor.
51. The chiropractor had never authorized Gonzalez to impersonate him.
52. Gonzalez also falsely represented himself as a graduate of the United States Naval
Academy.  A PASO press release dated October 31, 2019 stated that Gonzalez “holds a BA in
political science from the United States Naval Academy.”  Gonzalez also included this assertion on
his online profile and made similar statements in online posts.
53. Contrary to these assertions, Gonzalez did not graduate from the United States
Naval Academy, and he does not have a college degree.
FIRST CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)
(All Defendants)

54. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 53.
55. Defendants, directly or indirectly, singly or in concert, in the offer or sale of
securities and by the use of the means or instruments of transportation or communication in
interstate commerce or the mails, (1) knowingly or recklessly have employed one or more devices,
schemes or artifices to defraud, (2) knowingly, recklessly, or negligently have obtained money or
property by means of one or more untrue statements of a material fact or omissions of a material
fact necessary in order to make the statements made, in light of the circumstances under which they
were made, not misleading, and/or (3) knowingly, recklessly, or negligently have engaged in one or
more transactions, practices, or courses of business which operated or would operate as a fraud or
deceit upon the purchaser.
56. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,

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have violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)].
SECOND CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder
(All Defendants)

57. The Commission re-alleges and incorporates by reference here the allegations in
paragraphs 1 through 53.
58. Defendants, directly or indirectly, singly or in concert, in connection with the
purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, or
the mails, or the facilities of a national securities exchange, knowingly or recklessly have (i) employed
one or more devices, schemes, or artifices to defraud, (ii) made one or more untrue statements of a
material fact or omitted to state one or more material facts necessary in order to make the
statements made, in light of the circumstances under which they were made, not misleading, and/or
(iii) engaged in one or more acts, practices, or courses of business which operated or would operate
as a fraud or deceit upon other persons.
59. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert,
have violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)]
and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
PRAYER FOR RELIEF
 WHEREFORE, the Commission respectfully requests that the Court enter a Final
Judgment:
I.
Permanently enjoining all Defendants and their agents, servants, employees and attorneys
and all persons in active concert or participation with any of them from violating, directly or
indirectly, Securities Act Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b) [15 U.S.C.
§ 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].

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II.
Ordering Defendants to disgorge all ill-gotten gains they received directly or indirectly, with
pre-judgment interest thereon, as a result of the alleged violations;
III.
Ordering Defendants to pay civil monetary penalties under Securities Act Section 20(d)
[15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];
IV.
Permanently prohibiting Weitzberg and Gonzalez from serving as an officer or director of
any company that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. §
78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)],
pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15
U.S.C. § 78u(d)(2)];
V.
Permanently prohibiting Weitzberg and Gonzalez from participating in any offering of a
penny stock, including engaging in activities with a broker, dealer, or issuer for purposes of issuing,
trading, or inducing or attempting to induce the purchase or sale of any penny stock, under
Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)]; and

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VI.
Granting any other and further relief this Court may deem just and proper.

Dated:  New York, New York
July 28, 2022
_/s/ Thomas P. Smith, Jr.__
THOMAS P. SMITH, JR.
ACTING REGIONAL DIRECTOR
Sheldon L. Pollock
Gerald A. Gross
Philip A. Fortino
Liora Sukhatme
Attorneys for Plaintiff
SECURITIES AND EXCHANGE COMMISSION
New York Regional Office
100 Pearl Street, Suite 20-100
200 Vesey Street, Suite 400
New York, New York 10004-2616
(212) 336-1014 (Fortino)
[email protected]

THOMAS P. SMITH, JR. 
ACTING REGIONAL DIRECTOR 
Sheldon L. Pollock 
Gerald A. Gross 
Philip A. Fortino 
Liora Sukhatme 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
New York, NY 10004-2616  
(212) 336-1014 (Fortino)

UNITED STATES DISTRICT COURT 
EASTERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 

-against-

PATIENT ACCESS SOLUTIONS, INC.,  
BRUCE WEITZBERG, and 
JOSEPH GONZALEZ    

Defendants.  

COMPLAINT 

22 Civ. 4447       

JURY TRIAL DEMANDED 

Plaintiff Securities and Exchange Commission (“Commission”), for its Complaint against 

Patient Access Solutions, Inc. (Ticker:  PASO) (“PASO”), Bruce Weitzberg (“Weitzberg”), and 

Joseph Gonzalez (“Gonzalez”) (collectively, “Defendants”), alleges as follows: 

SUMMARY 

1. This matter involves a scheme orchestrated by Weitzberg and Gonzalez to artificially

inflate the stock price of PASO, a microcap issuer that they controlled.  From at least January to 

April 2020, Weitzberg and Gonzalez issued press releases and tweets falsely claiming that PASO was 

Case 1:22-cv-04447   Document 1   Filed 07/28/22   Page 1 of 13 PageID #: 1



 2

actively negotiating a merger and planning to issue dividends.  In reality, PASO was not engaged in 

merger negotiations and had taken no steps to issue a dividend.   

2. To support the fictional narrative of an upcoming merger and induce unsuspecting 

investors to purchase PASO stock, Weitzberg and Gonzalez posted public letters falsely claiming 

that Gonzalez and a member of PASO’s board of advisors (“PASO Advisor”) purchased millions of 

PASO shares on the open market.    

3.  Gonzalez, using a pseudonym and posing as an unaffiliated investor, also advanced 

this false campaign by posting false and misleading statements promoting the fictional merger and 

insider purchases on an Internet chat board.   

4. Gonzalez engaged in several other deceptive acts, including lying about his 

educational background and impersonating a chiropractor to promote PASO on a radio talk show 

called StockTradersTalk. 

VIOLATIONS 

5. By virtue of the foregoing conduct and as alleged further herein, Defendants have 

violated Section 17(a) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)], Section 

10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)], and Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5]. 

6. Unless Defendants are restrained and enjoined, they will engage in the acts, practices, 

transactions, and courses of business set forth in this Complaint or in acts, practices, transactions, 

and courses of business of similar type and object.   

NATURE OF THE PROCEEDINGS AND RELIEF SOUGHT 

7. The Commission brings this action pursuant to the authority conferred upon it by 

Securities Act Sections 20(b) and 20(d) [15 U.S.C. §§ 77t(b) and 77t(d)] and Exchange Act Section 

21(d) [15 U.S.C. § 78u(d)]. 

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8. The Commission seeks a final judgment: (a) permanently enjoining Defendants from 

violating the federal securities laws and rules this Complaint alleges they have violated; (b) ordering 

Defendants to disgorge all ill-gotten gains they received as a result of the violations alleged here and 

to pay prejudgment interest thereon; (c) ordering Defendants to pay civil money penalties pursuant 

to Securities Act Section 20(d) [15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. 

§ 78u(d)(3)]; (d) permanently prohibiting Weitzberg and Gonzalez from serving as an officer or 

director of any company that has a class of securities registered under Exchange Act Section 12 

[15 U.S.C. § 78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. 

§ 78o(d)], pursuant to Exchange Act Section 21(d)(2) [15 U.S.C. § 78u(d)(2)]; (e) permanently 

prohibiting Weitzberg and Gonzalez from participating in any offering of a penny stock, pursuant to 

Securities Act Section 20(g) [15 U.S.C. § 77t(g)] and Exchange Act Section 21(d)(6) [15 U.S.C. 

§ 78u(d)(6)]; and (f) ordering any other and further relief the Court may deem just and proper.  

JURISDICTION AND VENUE 

9. This Court has jurisdiction over this action pursuant to Securities Act Section 22(a) 

[15 U.S.C. § 77v(a)] and Exchange Act Section 27 [15 U.S.C. § 78aa].  

10. Defendants, directly and indirectly, have made use of the means or instrumentalities 

of interstate commerce or of the mails in connection with the transactions, acts, practices, and 

courses of business alleged herein. 

11. Venue lies in this District under Securities Act Section 22(a) [15 U.S.C. § 77v(a)] and 

Exchange Act Section 27 [15 U.S.C. § 78aa].  Defendants may be found in, are inhabitants of, or 

transact business in the Eastern District of  New York, and certain of  the acts, practices, 

transactions, and courses of  business alleged in this Complaint occurred within this District.  For 

example, at all relevant times, PASO was headquartered in this District, Weitzberg resides in this 

District, and Gonzalez engaged in financial transactions with banks in this District.    

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DEFENDANTS 

12. PASO, incorporated in 2006 in Nevada, has its principal place of business in New 

Hyde Park, New York.  PASO’s common stock is quoted on OTC Link, which is operated by OTC 

Markets Group Inc.    

13. Weitzberg, age 63, is a resident of Forest Hills, New York.  Since 2008, Weitzberg 

served as President, Chief Executive Officer, and Director of PASO. 

14. Gonzalez, age 51, is a resident of Charlotte, North Carolina.  Gonzalez was a PASO 

director from 2007 until he resigned in June 2020. 

FACTS  

I. Defendants Made False Statements Concerning Merger Discussions and an 
Upcoming Dividend 

15. At all relevant times, PASO purported to be a healthcare company, providing 

administrative and facility services to health care providers in New York. 

16. From January to April 2020, PASO, Weitzberg and Gonzalez issued materially false 

press releases and tweets in order to create the false impression that PASO was actively negotiating a 

merger with another entity.   

17. On January 16, 2020, Gonzalez issued the following tweet from PASO’s Twitter 

account, @PAShealth:  “$PASO is exploring a significant merger opportunity and final terms are 

being negotiated.  Once the terms have been finalized the Company will post the LOI [Letter of 

Intent] to its disclosure page for shareholders to review with a subsequent ‘international’ 

announcement to follow.” 

18. On February 13, 2020, PASO issued a press release, which Gonzalez drafted and 

Weitzberg reviewed, approved and publicly disseminated, “to assure shareholders that the merger 

negotiations are in a very active state.  The merger candidate partner is represented by a New York, 

NY based private equity firm with $50 Billion Dollars [sic] under management…Currently, all 

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parties are targeting a close date to take place in Q1 of 2020.” 

19. On March 20, 2020, Gonzalez posted the following message on the @PAShealth 

Twitter account:  “We continue to work with our PE [private equity] partners on the pending 

transaction terms.  We are also currently coordinating with our financial advisors to deliver a 

dividend to our shareholders.”   

20. The January and March tweets and February press release were materially false 

because, contrary to the claims in those statements, PASO had not engaged in any merger 

negotiations during the relevant time period.  There were no discussions with a merger candidate 

and no involvement or representation by a private equity firm.     

21. On April 17, 2020, PASO issued a press release, authored by Gonzales and reviewed, 

approved, and disseminated by Weitzberg, stating that the Covid-19 pandemic had paused the 

“negotiations and pending transaction with the Private Equity represented Merger Candidate.”  The 

press release stated that the “process has been restarted with a target date to have a Letter of Intent 

(LOI) secured on or before May 29th with closing of the transaction before the end of June.” 

22. The same April 17, 2020 press release also announced that PASO would issue a 

dividend, with “a formal announcement regarding calculations and shareholder minimums to 

participate next week.”  Thereafter, no dividend was formally announced or issued. 

23. The April 17, 2020 press release was materially false and misleading because PASO 

was not engaged in merger negotiations and had made no preparations to issue a dividend.   

24. When they made each of the false statements described in paragraphs 15-23, above, 

Weitzberg and Gonzalez knew or recklessly disregarded that these statements were false and 

misleading, and their knowledge is imputed to PASO. 

25. From January to April 2020, while issuing the false press releases and tweets, PASO 

sold more than $40,000 of PASO stock to investors. 

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II. Defendants Made False Disclosures Concerning Insider Stock Purchases 

26. In February and March 2020, while PASO was issuing false statements concerning 

the alleged merger negotiations, PASO posted on the OTC Markets website multiple letters 

representing that Gonzalez and PASO Advisor were actively purchasing large amounts of PASO 

shares on the open market.  

27. PASO posted on the OTC Markets website six letters from Gonzalez notifying the 

PASO Board of Directors that Gonzalez had purchased PASO shares on the open market 

(“Gonzalez Letters”).   

28. The first letter, posted by PASO on February 16, 2020, stated that Gonzalez had 

“personally acquired approximately 9,000,000 shares of PASO common stock on the open market.”  

Gonzalez’s letter also stated that his shares “are being held at a retail brokerage firm,” and that the 

firm’s “compliance department has been notified and the holdings are now governed by the rules 

that apply to insider/affiliate shareholders with all applicable restrictions and limits.”   

29. PASO posted five subsequent letters on the OTC Markets website, dated February 

21st and 26th, March 10th, 13th, and 22nd.  In each letter, Gonzalez stated that he had “increased [his] 

holdings in open market purchases” by an additional 500,000 PASO shares.  The final letter included 

an image that appeared to be a screenshot of Gonzalez’s brokerage account, showing 11.5 million 

shares of PASO. 

30. The Gonzalez Letters were materially false and misleading because Gonzalez had not 

purchased any PASO shares since February 1, 2019, a year before the date of the first letter.  In fact, 

on March 23, 2020, the day after the date of the last letter, Gonzalez started selling his PASO stock.   

31. Contrary to the representation in his letter that he had notified his brokerage firm of 

his affiliation with PASO, Gonzalez told the broker in January 2019 that he had no connection to 

PASO or to any PASO insiders.  Nevertheless, his broker discovered Gonzalez’s affiliation with 

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PASO and restricted his account, allowing him to liquidate his shares in limited quantities.  From 

March to August 2020, Gonzalez sold approximately $5,256 worth of PASO stock. 

32. The final letter of the Gonzalez Letters, dated March 22, 2020, included an image 

that appeared to be a screenshot of Gonzalez’s brokerage account, showing 11.5 million shares of 

PASO, but that image was a fabrication.  Gonzalez designed the fictitious screenshot image to create 

the false impression that he had acquired and held PASO shares in his brokerage account.   

33. At all relevant times, Gonzalez knew or recklessly disregarded that the Gonzalez 

Letters and the fictitious screenshot of his holdings were false and misleading, and his knowledge is 

imputed to PASO.   

34. PASO also posted on the OTC Markets website letters purportedly written by PASO 

Advisor.  On February 24, 2020, PASO posted on the OTC website a letter by PASO Advisor, 

stating that PASO Advisor purchased 600,000 PASO shares on the open market.   

35. From February 28, 2020 to March 23, 2020, PASO posted six additional letters, 

purportedly signed by PASO Advisor, claiming to have purchased additional PASO shares on the 

open market (“PASO Advisor Letters”).  The PASO Advisor Letters were materially false and 

misleading, as PASO Advisor did not make any additional purchases of PASO shares.     

36. Gonzalez wrote and posted the PASO Advisor Letters to create the false impression 

that PASO Advisor was purchasing PASO shares on the open market.  PASO Advisor did not 

authorize and was not aware of the PASO Advisor Letters.   

37. Gonzalez knew or recklessly disregarded that the PASO Advisor Letters were false 

and misleading, and his knowledge is imputed to PASO.   

38. Gonzalez informed Weitzberg that he intended to post the letters in order to show 

investors that the merger talks were real.  Weitzberg took no steps to confirm the accuracy of the 

letters.  Nonetheless, Weitzberg, who controlled the online account used to disseminate the letters, 

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provided Gonzalez with the access code to post the Gonzalez Letters and the PASO Advisor 

Letters on the OTC Markets website.  Weitzberg knew or was reckless in not knowing that the 

letters contained materially false information at the time that he authorized Gonzalez to post them. 

III. Gonzalez Touted the False Merger and Insider Purchases 

39. To further promote the false merger and insider purchases, Gonzalez regularly 

posted on an Internet chat board, misleadingly posing as an unaffiliated investor.  Using the 

pseudonym “DamnedYankeeFan,” Gonzalez touted the alleged merger and insider purchases. 

40. For example, following PASO’s January 16, 2020 tweet announcing the “significant 

merger opportunity,” Gonzalez (using the pseudonym “DamnedYankeeFan”) posted misleading 

statements promoting the merger, including: 

 January 16, 2020:  “Whoa!!!! IMO [in my opinion] I understand now why all the silence.  
I’m hanging on ‘significant’ and ‘international.’” 

 
 January 19, 2020:  “Counting the days until the Company discloses who it’s [sic] merger 

candidate is going to be…IMO it’s going to be huge!” 
 

 January 27, 2020:  “I’d rather at least have an idea of what’s coming and since it 
happened in a tweet – we can safely assume the market isn’t as aware so we would most 
certainly get a BANG if the merger was a nice sized transaction.” 

 
 February 11, 2020:  “I contacted the company…I emailed Mr. Gonzalez about the Yield 

sign and he responded with a call…I was glad that Mr. Gonzalez took the time to return 
my inquiry with a phone call…I for one appreciate his response and the Company’s 
effort to give transparency during this period.” 

 
41. Following the February 13, 2020 press release announcing that “the merger 

negotiations are in a very active state” and that the merger candidate was “represented by a New 

York, NY based private equity firm with $50 Billion Dollars [sic] under management,” Gonzalez 

continued to tout the upcoming merger online (using the pseudonym “DamnedYankeeFan”).   

42. For example, on February 13, 2020, Gonzalez posted, “$50B Private Equity Funds 

don’t play in the shallow end! This deal is legit!” 

43. On February 15, 2020, Gonzalez posted, “The Company has finally disclosed the 

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Easter eggs - $50B Private Equity fund is representing the merger partner. There are no dilutive 

financial instruments in play.  Merger candidate has secured its financing!” 

44. Following the March 20, 2020 tweet, Gonzalez continued to tout the “pending” 

merger online using his DamnedYankeeFan pseudonym.   

45. For example, on March 21, 2020, Gonzalez posted that PASO was “merging with 

another company,” and on March 22, 2020, Gonzalez posted that “there is a merger being 

negotiated.  IMO that’s what’s important here.”    

46. Gonzalez (again using the pseudonym “DamnedYankeeFan”) also touted the 

fictitious insider purchases.  For example, on March 3, 2020, Gonzalez posted, “It’s about the deal!  

That coupled with insiders taking open market positions and filing disclosures is what the 

market/investors are looking for.” 

47. On March 31, 2020, Gonzalez posted, “Insider buying is amazing IMO. By my 

calculation they’ve spent a combined $250K. It’s up to them to deliver and no one makes that kind 

of bet if they don’t plan on delivering. I appreciate the truth and transparency.”  

48. At all relevant times, and while he posted the statements above, Gonzalez knew or 

recklessly disregarded that his statements were materially false and misleading because Gonzalez 

knew or recklessly disregarded that PASO was not negotiating a merger and that Gonzalez and 

PASO Advisor had not purchased PASO shares on the open market.   

IV. Gonzalez Lied About his Education and his Identity  

49. Gonzalez engaged in several other deceptive acts in 2019 and 2020.  First, on January 

16, 2019, Gonzalez impersonated a chiropractor located in West Babylon, New York, on a radio talk 

show named StockTradersTalk.  The following day, PASO issued a press release, announcing that 

the chiropractor, described as PASO’s Chief Operating Officer, had been interviewed as a featured 

guest on StockTradersTalk.  The press release included a link to the radio show, where Gonzalez 

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had impersonated the chiropractor.   

50. PASO and Gonzalez did not disclose in the January 17, 2019 press release, or during 

the radio program, that Gonzalez was impersonating the chiropractor.  

51. The chiropractor had never authorized Gonzalez to impersonate him.   

52. Gonzalez also falsely represented himself as a graduate of the United States Naval 

Academy.  A PASO press release dated October 31, 2019 stated that Gonzalez “holds a BA in 

political science from the United States Naval Academy.”  Gonzalez also included this assertion on 

his online profile and made similar statements in online posts.  

53. Contrary to these assertions, Gonzalez did not graduate from the United States 

Naval Academy, and he does not have a college degree. 

FIRST CLAIM FOR RELIEF 
Violations of Securities Act Section 17(a) 

(All Defendants) 
 

54. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 53. 

55. Defendants, directly or indirectly, singly or in concert, in the offer or sale of 

securities and by the use of the means or instruments of transportation or communication in 

interstate commerce or the mails, (1) knowingly or recklessly have employed one or more devices, 

schemes or artifices to defraud, (2) knowingly, recklessly, or negligently have obtained money or 

property by means of one or more untrue statements of a material fact or omissions of a material 

fact necessary in order to make the statements made, in light of the circumstances under which they 

were made, not misleading, and/or (3) knowingly, recklessly, or negligently have engaged in one or 

more transactions, practices, or courses of business which operated or would operate as a fraud or 

deceit upon the purchaser. 

56. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

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have violated and, unless enjoined, will again violate Securities Act Section 17(a) [15 U.S.C. § 77q(a)]. 

SECOND CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

(All Defendants) 
 

57. The Commission re-alleges and incorporates by reference here the allegations in 

paragraphs 1 through 53. 

58. Defendants, directly or indirectly, singly or in concert, in connection with the 

purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, or 

the mails, or the facilities of a national securities exchange, knowingly or recklessly have (i) employed 

one or more devices, schemes, or artifices to defraud, (ii) made one or more untrue statements of a 

material fact or omitted to state one or more material facts necessary in order to make the 

statements made, in light of the circumstances under which they were made, not misleading, and/or 

(iii) engaged in one or more acts, practices, or courses of business which operated or would operate 

as a fraud or deceit upon other persons. 

59. By reason of the foregoing, Defendants, directly or indirectly, singly or in concert, 

have violated and, unless enjoined, will again violate Exchange Act Section 10(b) [15 U.S.C. § 78j(b)] 

and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

PRAYER FOR RELIEF 

 WHEREFORE, the Commission respectfully requests that the Court enter a Final 

Judgment: 

I. 

Permanently enjoining all Defendants and their agents, servants, employees and attorneys 

and all persons in active concert or participation with any of them from violating, directly or 

indirectly, Securities Act Section 17(a) [15 U.S.C. § 77q(a)], Exchange Act Section 10(b) [15 U.S.C. 

§ 78j(b)], and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].  

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II. 

Ordering Defendants to disgorge all ill-gotten gains they received directly or indirectly, with 

pre-judgment interest thereon, as a result of the alleged violations; 

III. 

Ordering Defendants to pay civil monetary penalties under Securities Act Section 20(d) 

[15 U.S.C. § 77t(d)] and Exchange Act Section 21(d)(3) [15 U.S.C. § 78u(d)(3)];  

IV. 

Permanently prohibiting Weitzberg and Gonzalez from serving as an officer or director of 

any company that has a class of securities registered under Exchange Act Section 12 [15 U.S.C. § 

78l] or that is required to file reports under Exchange Act Section 15(d) [15 U.S.C. § 78o(d)], 

pursuant to Securities Act Section 20(e) [15 U.S.C. § 77t(e)] and Exchange Act Section 21(d)(2) [15 

U.S.C. § 78u(d)(2)]; 

V. 

Permanently prohibiting Weitzberg and Gonzalez from participating in any offering of a 

penny stock, including engaging in activities with a broker, dealer, or issuer for purposes of issuing, 

trading, or inducing or attempting to induce the purchase or sale of any penny stock, under 

Exchange Act Section 21(d)(6) [15 U.S.C. § 78u(d)(6)]; and 

  

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VI. 

Granting any other and further relief this Court may deem just and proper. 

 
Dated: New York, New York 

July 28, 2022 

_/s/ Thomas P. Smith, Jr.__ 
THOMAS P. SMITH, JR. 
ACTING REGIONAL DIRECTOR  
Sheldon L. Pollock 
Gerald A. Gross 
Philip A. Fortino 
Liora Sukhatme 
Attorneys for Plaintiff 
SECURITIES AND EXCHANGE COMMISSION 
New York Regional Office 
100 Pearl Street, Suite 20-100 
200 Vesey Street, Suite 400 
New York, New York 10004-2616 
(212) 336-1014 (Fortino) 
[email protected] 

  
 

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