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Directly from the SEC complaint.
2. One facet of Fiore’s scheme was scalping, the illegal and deceptive practice of
recommending that investors purchase a security while failing to disclose an intent to sell the
same security. From at least April 2013 to March 2014 (the “Relevant Period”), Fiore, himself
and acting through his company Berkshire, organized, financed and directed a steady stream of
stock alerts and research reports that promoted the purchase of Plandai stock. Fiore paid
promoters directly to promote Plandai stock or, more commonly, paid third-party consultants to
retain promoters to promote Plandai stock.
3. These promotions recommended that investors buy Plandai stock, while failing to
disclose, as required by law, that Fiore, the organizer and funder of the promotional campaign,
beneficially owned shares of Plandai stock, intended to sell shares, and was actively selling his
Plandai holdings into the public market. During the course of his scalping campaign, Fiore sold
nearly 12 million shares of Plandai common stock through accounts he controlled.
Please note Fiore "financed and directed a steady stream of
stock alerts and research reports that promoted the purchase of Plandai stock." His actions unarguably were premeditated and manipulative.
The irony of the article you reference, is that is exactly( to some extent) what Fiore did at Eat at Joes a//k/a SPYR. Granted it wasnt negative news that Fiore sought, it was the opposite, it was for bogus positive research to be published to move the price up.
Just like all the other fabrications and hyped up news releases. With the LOI they never mentioned the targets name, they never mentioned the purchase price, they never mentioned how it would be financed, they never mentioned when it was anticipated to close. Recall all of the other releases this co has put out that never materialized.
Moreover no one would fund this company being under SEC investigation. It would be pure negligence on the part of a lender or investor. The SEC IS NOT just going to fade away contrary to many on the board who feel they are irrelevant.
Quoting from SPYR Presentation April 2018 "All of our titles enjoy good ratings on the App Stores." Those titles they reference are Rune Guardian, Home Makeover 4 and Retro Pinball.....all which are HUGE financial failures. My point being just because a game has a favorable rating on the App store means absolutely nothing. Thus Steven Universe Tap Together will IMO fall into the same abyss. The only thing they had a chance to do good with, Pocket Starship, they screwed up and that will never amount to anything either.
What do you mean by lets release "THE" news? With the focus on the word "THE" are you purporting to have non public information?
Correct, that being how many millions the company will need to pay back once the SEC cleans house.
Also with less than $100 k in the bank, how is the co able to run its “ business”?? Their cash doesn’t even pay the salaries of the “4 “ employees let alone rent,bills, R &D etc?
Where is financing for the “ highly accretive “ acquisition that was announced a month ago but have not heard a word since. When is the co going to hold a conf call to discuss it’s so called business? Why is Timothy Matula a know penny stock promoter still affiliated with the co? Why does the co continue to give out stock to consultants like its candy?
I remain highly skeptical of this co and honestly believe a bankruptcy will be seen before long. There is no way based on the numbers that they won’t file.
Facts are indisputable I totally agree. So with that I would urge you to read the 10Q and K that were released today. Highlights being:
Company only has 4 employees. 3 of those officers make $450k each per year thru 2020
2017 - Revenue $128k
2017- Co lost $15.6mil
2017- Co issued 22mil shares, restricted many to " consultants/advisors" for zero cost
Many claim SPYR is losing money because its all R&D, well 2017 they only spent $1.6mil on R&D (recall total loss was $15.6mil) so only 10% of loss was R&D
Cash and cash equivelants- $87k
Auditor issued a " Going Concern" clause to their filing
During first 6 mo's of 2018 co issued another 5.6mil shares to "consultants/advisors" again, at zero cost.
Please read closely the following as many feel the company has no exposure to Fiore and the SEC, as you will see the total opposite is true:
On June 18, 2018 the Company was named as a defendant in a case filed in the United States District Court for the Southern District of New York: Securities and Exchange Commission vs. Joseph A. Fiore, Berkshire Capital Management Co., Inc., and Eat at Joe’s, Ltd. n/k/a SPYR, Inc. Joseph A. Fiore was the Chairman of our Board of Directors and is a significant shareholder. Mr. Fiore resigned from his positions as Chairman of the Board and as a Director of the Company effective August 1, 2018. The suit alleges that Mr. Fiore, during 2013 and 2014, while he was the Company’s Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors, engaged in improper conduct on behalf of the defendants named in the case related to the Company’s sales of securities in Plandai Biotechnology, Inc. The Commission alleges that Mr. Fiore and the Company unlawfully benefited through the sales of those securities. The Commission also alleges that from 2013 to 2014, the Company’s primary business was investing and that it failed to register as an investment company, resulting in an alleged violation of Section 7(a) of the Investment Company Act of 1940. The suit seeks to disgorge Joseph A. Fiore, Berkshire Capital Management Co., Inc., and the Company of alleged profits on the sale of the securities and civil fines related to the Company’s failure to register as an investment company with the Commission.
ALL of the above CANNOT be disputed as it is directly from the 8K and 10Q.
Mr. James Thompason was made the CEO, Pres and GC of Eat at Joes Jan 21, 2015. Jennifer Duettra was also a member of the team, Assistant GC. And BOD members James Maylock and tIMOTHY Matula were also there. So literally the same cast of characters excluding Fiore. Look at the Annual reports. My claim is factual.
Cute... you call the co and what they give you information that isn’t public? Fantasyland if you actually think a co losing $16 mil,has zero money and is under SEC investigation is going to move. Several $$ on a 100 mil shares outstanding.,,This is a bankruptcy waiting to happen . Again, the other games they have developed have all been miserable failures. Someone explain how they are making payroll and paying bills? How are they going to pay for the “ highly accretive “ acquisition ? Which again you have heard nothing about and my guess is that you won’t because it won’t happen. Lastly, where will they get money to pay the millions the SEC will likely claim was I’ll gotten? The company was a personal washing machine for Fiore and Berkshire Capital. Just because they changed the name from Eat at Joes to SPYR meant nothing, the illegal activity was under the stewardship of the same mgmt team that’s in place today excluding Fiore. Company and the games they have are jokes and facts and history validated my claim, not wishing such as many on this board do.
Lol..., Apple features ALL new games on the App Store every single day so it’s not giving SPYR’s Steven Universe anything out of the ordinary. Reading the board would make one think this is something that rarely happens when just the opposite is true....note there were I believe 28 other games under the “ new games we love tab.” along with SU. Moreover it’s just highlighted under that banner for one day so it’s not like an ongoing “promotion” as many on the board claim.Apple is not promoting SPYR in any way shape or form... PERIOD!
So lets look at SPYR's other game offerrings to date.
Rune Guardian Nov 2015
Plucky May 2015
Retro Pinball April 2016
What do each of these have in common.....like Steven Universe they all carry 4 Star ratings on Goole Play. What else do they have in common, they have been outright failures and no one can argue otherwise. My point being just because a game has a favorable rating doesnt mean it is successful in anyway shape or form from a financial standpoint.
Stop the nonsense. Everyone knows that these ratings are BS. Not just for this but all games because they can be widely manipulated by fake accounts just continuing to place a favorable rating on a given game. What you want to see is the Comscore numbers when they come out. Again for those on this board to claim it’s already a wildly successful game is patently false. The written reviews are way more negative than positive and the real issue is how many ancillary items in game are actually being paid for. Please remember this is a free game so by default of course you will get a number of people to download it ....but the real test is how much in game items will be purchased. I remain convinced they will be negligent. Everyone can talk all they want to try and glam this up but the paid for numbers won’t lie and I’m certain time will prove my thesis correct. Again, there are already a litany of Steven Universe games in the mkt, both free and pay to play....none of which has had any success to date.
Moreover SEC is not going away like Fiore did, they are going after Fiore and the co for I’ll gotten gains. Remember this is a co losing $16mil plus/ yr. BTW, how are they making payroll with no revenue? Since Fiores not around to keep the co afloat by selling stock ... can anyone explain how they pay bills ? Co has no money!!! Only a matter of time until this implodes.
You bring up Google play...so did you even read the reviews?? The preponderance of them are negative. This game just like the other SPYR backed games is a total joke. On many devices it isnt even working...lol.
This will be just another press release hype job that does nothing to move the needle as far as revenue or earnings.
Another of the board promoters stated I'm talking about the past.....well lets look at the future.... the SEC will be seeking disgorgement. And yes one must look at the past because of Fiores misgivings and the smoke and mirrors that this company has been built upon. All hype and no legitimate business. The local kids lemonade stand is more profitable than SPYR
Yes, yes I do. Eat at Joes now SPYR was a vehicle used by Fiore to liquidate other bulletin board securities and moreover to give millions of shares of stock to friends and cronies, who again did absolutely nothing to deserve it. Explain giving away over 20mil shares of stock at zero cost to "consultants/advisors" and brokers. A handful of people have made a ton of money for doing nothing while the shareholders have gotten diluted significantly. Eat at Joes was Fiores personal washing machine/ ATM.
Can you tell me how the company is going to make this so called " highly accretive" acquisition? BTW the target company hasn't even been named and its an LOI not a firm commitment.
Where is this dividend they spoke so highly about?
Wheres the rev from Pocket Starships? Launched 3 yrs ago and literally is a bust.
What happened to Home Makeover 4 or Retro Shot Pinball?
What successful gaming co can you name that is run by two lawyers such as SPYR is? Thompson and Duettra.... Total joke. Thompson is a surrogate of Fiore.
Lastly, do you think the SEC charges are minor and irrelevant? Wait until they look deeper and see the connections Fiore has with these consultants and advisors in other ventures away fro SPYR. This is just the beginning as light has finally been shed on these illegal activities.
Incorrect yet again. Just because Fiores gone doesn’t mean anything. The free stock is still out there in droves and moreover the business still reeks! Not only do other publishers have Steven Universe games that have done nothing but the Cartoon Network itself has a litany of free Steven Universe games to play on their own website... so those who think this new game launch is a savior are gravely mistaken. Again favorable TV does not translate into gaming. If it did Pocket Starships would be killing it because there aren’t many TV shows with the appeal or the audience that Star Trek had.... yet Pocket Starships 3 yrs, now almost 4, after launch has been a complete failure.
Only took a month and a half for the Fiore resignation after major and serious allegations. BTW innocent people don’t resign, they take a leave of absence pending an investigation. Here Fiores actions said loud and clear.,,, GUILTY! The issue still is SPYR is going to have to pay disgorgement and what that number is will be seen. Zero rev, losing millions and having to payout what could be millions is a recipe for disaster. Co has no means to raise money, under SEC investigation no one is going to give them a cent. Will reiterate ... the SEC will either shut this down just like they did ITEN, that had the same brokers and consultants involved and that was deemed a pump n dump by the SEC, or the go will be forced into bankruptcy. I believe they may already have been given an ongoing concern status by the prior auditor.
So, no I’m not going away. Have a great weekend!
Nice try. You realize there are 2 other Steven Universe related games out already and neither has generated any type of return nor gotten traction. If you think the kids who’s demographic Steven Universe targets on TV (8-11 yr old) are going to make this a successful game you are extremely misguided. Look at the other games, TV shows while successful don’t translate into successful games. Just another pie in the sky wish from SPYR. Pocket Starship had more opportunity than this game and it hasn’t done anything.
Wow, same rhetoric from mgnt that they had with Pocket Starships that was a bust..... " We have every indication that the game will be a success all over the world." How has pocket starships done?? Or how about Home Makeover 4...how did that do? Both are losing propositions much like this new game will prove to be. Nonetheless the overarching issue of Fiores involvment isnt going away and the SEC will be seeking significant disgorgement of ill gotten profits:
SEC COMPLAINT EIGHTH CLAIM FOR RELIEF
Disgorgement By Relief Defendant
(Against Eat at Joe’s Now known as SPYR Inc))
130. Paragraphs 1-9 and 13-90 are re-alleged and incorporated by reference as if fully set forth herein.131. Defendant Eat at Joe’s received unlawful proceeds arising from the violations alleged herein by defendants Fiore and Berkshire.132. Eat at Joe’s should be compelled to return any unlawful proceeds received by it as a result of the violations alleged herein.
Fantasyland. Zero revenue, losing prob $20mil this yr and a mgnt team that has done nothing (mind you no gaming experience by and large) Almost 25% of the float given away at zero cost, lawsuits unsettled etc
SEC will have the last words here. My position remains either the co will fold in bankruptcy or SEC will shut the scam down. Only question is which is first.
All my points are factual. All you need to do is look at the filings. Not paid by anyone, just hate white collar criminals getting away with raping the public with no recourse. Finally here the SEC is going to stop this travesty.
Fiore put little if any of his own money in this co. He acted as a so called consultant or advisor with Berkshire and received shares in other penny stocks thru Berkshire. He then took those shares, which he paid nothing for, deposited them in Eat at Joes now SPYR. SPYR gave him notes when the stocks were deposited and SPYR sold the deposited stock and used that money to keep the co afloat. Fiore then a yr or so back converted the notes he had into SPYR stock. So he really put nominal true cash into this co. Thus the whole capital stack is nothing but smoke and mirrors. Fiore has 100mil sh plus.... that really has a zero cost basis . And he had built what? 130k rev based bus losing $16mil?
Shareholders have gotten rated by all the free stock given out here ... that’s the bottom line. Brokers, consultants and advisors have been enriched while shareholders have just gotten lip service..,spinoff, dividend, huge rev from pocket starships...none ever materialized yet mgnt gsve stock away like candy. That’s where the outrage is.
Recogning day will come soon enough for all those who have gotten ill gotten gains from SPYR and Fiores free give away of stock . There is no doubt in my mind Fiore and the “ consultants/advisors And brokers” who were given stock will face significant disgorgement. The SEC I hope makes an example of this case as SPYR has been nothing more than an ATM that enriched a few who were friends of the Chairman. Mr Fiores 100mil sh that he received for literally doing nothing but selling other penny stocks and converting the debt into SPYR stock is now worth $20 mil, was worth $50 mil....and he put in possibly zero of his own money to obtain that. $20 mil for not building anything... nice gig... it’s called white collar crime! SEC and FINRA will do what’s right and shut this down once and for all.
Only question that needs answered is, does the company file bankruptcy or is it halted by the SEC first.
Absolute joke. SEC is going to shut this down or bankruptcy ... only question is which happens faster.
Totally agree. This could be one if most egregious moves by a co to give away stock at zero cost to consultants/ advisors / brokers ... ever! Hoping they aggressively go after disgorgement of I’ll gottennprofits.
Sure at the end of the rainbow.....tell the rest of the leprechauns I said hey! lol
Basta!!!!! Securities Exchange Commission!
Hopefully the SEC will go after the consultants/ advisors and brokers who got stock at zero cost and get disgorgemnt of ill gotten profits from them also.
Certain it will be a positive spin no doubt. Finally someone else is waking up to charade known as SPYR.
FROM REGULATORY FILINGS:
Company had 200k rev, lost $16milin 2017- fact Mkt cap $50mil plus
Funded by Mr.Fiore liquidating other penny stocks and then converting the notes he received into SPYR stock- This is a fact, he owns over 100mil shares
SEC INDICTECD FIORE- fact
SPYR has given away more than 20 mil shares of stock to associates of Fiores who did nothing to earn it- fact
Numerous of those who received stock were also involved in ITEN a pump and dump scheme shut down by the SEC (note this is same SEC investigating Fiore)-fact
A litany of news announcements put out by the co never have come to fruition ex. Spinoff, dividend , major rev from Pocket Starships. Note Pocket Starships has been around since 2014 and has generated almost no sales- fact
What game has this company ever developed that has proven to be a winner financially?
So where is all this great work the co has done?
You really do live in a fantasy land. Co has less than $200k rev, losing money thru the teeth, 250mil shares outstanding and this is going to be multiple dollars...why? lol
The only way this co was able to survive to date was by Fiore selling his other penny stocks thru the company and keeping it afloat. Now that that bogus source of funding is dried up where is the money going to come from to grow a business that is almost non existent?
Your going to acquire a co with what, this stock? Who in the right mind would take that currency? Auditor resigned, Chairman under SEC indictment and you think you can raise capital? Total joke.
My last post I said I had one response that was 3 letters...SEC......this post I will give you 4 letters...SCAM
They won’t make a nickle on garbage. TV shows don’t translate into good games by and large.
Lol... built on fabricated smoke and mirrors games. Three letters are all you need to know...SEC!
Fiore or his cronies may try and mark the close like the SEC complaint states he did with Plandia.Trade all day at .22 and last minute of trading put up a buy at .29....total joke and I believe the scam is rapidly coming to a close as this house of cards folds.
His agenda is quite simple, enrich the advisors/ consultants and brokers that are friends of his.....nothing more.
Company doesnt respond to anything, they only put out bogus news, they dont and they answer questions. Ask them how they are paying for this so called" highly accretive / profitable " business they say they are acquiring. Oh BTW, nver mentioned the targets name nor how "accretive" it is. Also please note this is not a definitive agreement, its an LOI.....my guess is noone in their right mind will fund a company who's auditor just resigned and who's Chairman and largest sharehold is under SEC indictment.
Saladan please explain what the brokers/consultants/ advisors did to benefit the company and get all this stock for free? Answer, not a thing.Thats my grip. Yes I understand you can pay someone with stock if they do a job, but my god, here they did nothing and by a back of the envelope calculation the company gave away 20% plus of the float to these "advisors/consultants" at zero cost. The names, let me just say the regulators know who they are, no need to name them here. What I do know is several of these advisors work in concert with this one particular broker on LI. And it has been documented that they have been involved in numerous pump and dump schemes (ITEN,MHCC both went to zero with ITEN shut down by the SEC) and like with SPYR, got stock for doing nothing but being a friend of the company. My post are negative because mgnt team has enriched themselves and their cronies at the expense of the shareholders by egregiously giving stock away like its candy.
Why is Fiore still in the Chairman seat? The answer is that the board is controlled by and is nothing more than surrogates of his, nowhere near being independent. Its about time the SEC and FINRA focused on scams like this and shut down people like Fiore and his cronies.
10mil plus shares to brokers is compensation? What did they do for 10mil shares?
Correct I dont own stock. Why am I here,I am here because I did own stock until I came to realize this is a scam and thats why I am going to continue to "yell from the rooftop" as your other pro Fiore associate suggests.So you are a shareholder and you're okay with the millions being given away to consultants/advisors/brokers who did nothing for the company? This is a $220k rev co losing $16mil and giving away probably north of $10mil dollars in free stock. Explain how that is good for the common shareholder? Simply put its a small group of Fiores cronies from LI who are getting rich at the expense of the real shareholders, many with known connections to other pump and dumps. So why is it your okay with that? Explain that logic if you can. Obviously there is a group on the board that prob has been paid by, received stock from or is associated with the SPYR. Can you tell me one thing the co that has done that has benefit shareholders? Spinoff? No. Dividend? No. StarShip rev? Almost nonexistant. So where is the silver lining here? SEC has the Chairman in the crosshairs...and my guess is that they will go deeper as they look into the actions taken by the company to enrich others at the expense of the shareholders. So good luck making a case that cant be made.
FACTS: FROM SEC FILINGS: Co has given away 10's of millions of shares, most at zero cost. There may not be a more aggregious action by any public co in giving stock away. $200K REV, losing $16mil and giving stock away like its candy. This is outright CRIMINAL!
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2017
or
? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from __________ to __________
Commission file number 33-20111
NOTE 5 – EQUITY TRANSACTIONS
Common Stock:
During the nine months ended September 30, 2017, the Company issued an aggregate of 11,854,833 shares of restricted common stock to consultants with a total fair value of $3,308,000. The shares issued are non-refundable and deemed earned upon issuance. As a result, the Company expensed the entire $3,308,000 upon issuance. The shares issued were valued at the date earned under the respective agreements.
NOTE 6 – EQUITY TRANSACTIONS
Common Stock:
Three Months Ended March 31, 2018:
11
During the three months ended March 31, 2018, the Company issued an aggregate of 4,200,000 shares of restricted common stock to third parties for cash of $555,000.
During the three months ended March 31, 2018, the Company issued 500,000 shares of restricted common stock to the father of an executive officer of the Company for cash of $50,000.
During the three months ended March 31, 2018, the Company issued an aggregate of 1,250,000 shares of restricted common stock to employees with a total fair value of $625,000 for services rendered. The shares issued are non-refundable and deemed earned upon issuance. As a result, the Company expensed the entire $625,000 upon issuance. The shares issued were valued at the date earned under the respective agreement based upon closing market price of the Company’s common stock.
During the three months ended March 31, 2018, the Company issued an aggregate of 4,441,942 shares of restricted common stock to consultants with a total fair value of $1,712,000. The shares issued are non-refundable and deemed earned upon issuance. As a result, the Company expensed the entire $1,712,000 upon issuance. The shares issued were valued at the date earned under the respective agreements based upon closing market price of the Company’s
FACTS:
1) SEC charged Fiore,Berkshire and SPYR
2) SPYR auditor quit
3) Company has given away millions of dollars worth of stock to advisors/consultants while only doing 200k in rev and losing $8mil
4) Co has put out numerous news releases the majority of which have never come to fruition ex; Spinoff, dividend, huge rev from Pocket Starships etc
5) Fiore funded SPYR by selling other penny stocks
The above are facts, not lies.