Peter Tassiopoulos Part 2

In Part 1 we took a look at some of Tassiopoulos’ early associations with stock promoters. In Part 2 we’ll dig into his first executive experience, taking control of a publicly traded shell company with several colleagues, and working as CEO of a privately held health care devices company.

Koda Resources

In 2000, Tassiopoulos, Steve Garner (President of Playandwin, see Part 1) and several others bought control of dormant shell company Koda Resources. They bought a 3 million share block (total outstanding was 4.5m) at an undisclosed price with the stock trading at $.75 at the time.

Intravest Capital, a company controlled by Peter Tassiopoulos and another individual, were then awarded 90k options at $0.60/sh for its “consulting services in locating one or more business opportunities to be vended into the company…”

Soon after, on November 30, Koda Resources announced it had signed a non-binding letter of intent to merge with SDL Technologies, a “specialist contract supplier of electronic circuit board assemblies…”.

n April 2001, Koda announced that it was advancing $40k to SDL to “help offset unforeseen expenses.” Later filings suggest this amount grew to $140k.

On May 21, 2003, 18 months after announcing the transaction with SDL Technologies, Koda announced that it was no longer proceeding with the business combination owing to SDL’s filing for bankruptcy on April 23, 2003.

Also announced on May 21 was the fact that the Company had begun negotiations with African Gold Group toward a business combination.

Sometime following the African Gold Group announcement, Peter Tassiopoulos joined Koda’s board of directors and became president, replacing Stewart Garner.

On October 1, 2003, Koda announced it had entered into an agreement with African Gold Group. The deal would see Koda acquiring all 14.3mm African Gold Group shares with the issuance of 48.9mm shares of Koda on a 3 for 1 basis. Following the deal a 1 for 3.5 share consolidation would be undertaken.

Later that month African Gold Group announced it would issue 2mm special warrants at $0.60/sh via a financing with Sprott Securities. Given the 3 for 1 exchange ratio, this financing implied a value per Koda share of $0.20/sh – significantly below the price at which Koda shares closed following its change of control.

On February 5, 2004, the deal closed. Initial trading of African Gold Group following its merger and share rollback was around $3/sh or roughly 86c per adjusted Koda share. However, African Gold Group would fall to about $1.20 by the end of 2004 or about 35c per Koda share. Today African Gold Group trades for about 18c or roughly 5c per Koda share.

It is clear that Tassiopoulos was intimately involved in Koda Resources beginning with his ownership group taking control of the Company in April 2000. He and his partner were paid consulting fees in common shares and his former compatriot at Playandwin, Stewart Garner, became President. Through this time the Company pursued a merger (and advanced $140K that was likely never repaid) over 18 months with a company that eventually went bankrupt, negotiated a merger with an African gold company which would fall about 65% in less than a year from its initial print. The investors which hopped on board following Tassiopoulos and Garner’s takeover of the shell company would eventually lose most of their money depending on when they got out.

But, judging by Tassiopoulos’ LinkedIn page, he came to the rescue of Koda Resources:

We’ll let you be the judge.

 KodaLinkedin

Igeacare Systems 2004 – 2008

IgeacareLinkedin

IgeaCare was and is a private company so we will have to take Tassiopoulos’ on his word that he was CEO of Igeacare for 4 years and grew its sales and staff by the amount he claims. But we can dig a little deeper into what actually took place there.

According to this November 12, 2009 court filing, IgeaCare Systems actually went bankrupt sometime in 2009 (shortly after Tassiopoulos departed).

The suit details how 6484093 Canada Inc. (Schwartzco) was not paid $820k commissions owed to it by IgeaCare on IgeaCare’s sales of EMU and SLU devices (small two way communications devices designed for patients and nurses).

IgeaCare was restructured later that year with IgeaCare Solutions acquiring the former IgeaCare Systems assets as detailed in this press release.

We don’t imagine that IgeaCare Systems investors were pleased with their former CEO Peter Tassiopoulos regardless of how many employees he hired or sales he made.

Conclusion

Tassiopoulos materially misrepresented his role with Koda Resources, and his next executive appointment ended in bankruptcy soon after his departure. Both cases suggest that Tassiopoulos’ was not a successful dealmaker or executive, in stark contrast to how he portrays his past.

Stay tuned for Part 3.

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Peter Tassiopoulos Part 1

Peter Tassiopoulos, the CEO of Sphere 3D, brands himself as a dynamic and visionary information technology executive capable of building real businesses. You can view his LinkedIn profile here:

http://ca.linkedin.com/pub/peter-tassiopoulos/3a/7a0/276

The reality is a long ways off.  In this post we demonstrate that he has   associations with pump and dumps that had occasional criminal involvement.

Let’s start from the beginning.

Taylor Rand Inc.

According to George Chelekis, editor of “Hot Stock Whispers” newsletter, Peter Tassiopoulos is employed as Taylor Rand Inc.’s freelance PR spolesman as of April 28, 1995:

https://groups.google.com/forum/#!topic/misc.invest.funds/6aPicyY_Izk

“Taylor Rand Inc. (Cdn:TRND) is expecting to make a major news announcement on May 8th, according to the company’s freelance PR spokesman, Peter Tassiopoulos. TRND’s chairman is in the process of making a substantial deal to boost the company’s share values. As a member of Zaire’s royal family, he shuns publicity and hype, of which both Peter Tassiopoulos and I, as gossiping Greeks, adore. Said Tassiopoulos, “We’re softening up the stock and have a lid on the publicity until May 8th.” I confirmed with Geoffrey Eiten, editor for OTC Growth newsletter, that Taylor Rand is poised for a substantial move upward. Eiten said, “They’re going to make a ton of money on this deal.”

Chelekis was also a Scientologist who would eventually settle a complaint with the SEC for failing to disclose payments from companies he was touting:

http://www.factnet.org/altreligionscientology-week-review-108

Geoffrey Eiten also had subsequent run-ins with securities regulators as discussed here:

http://www.stockhouse.com/news/business-news/2013/07/29/stock-tout-nailed-for-$1-6-million-in-sec-fines-ov

Taylor Rand was a bulletin board traded gold explorer operating in Zairre. Its 1995 press release announcing a JV with the Country of Zaire is available here:

http://www.thefreelibrary.com/TAYLOR+RAND+ENTERS+INTO+ZAIRE+LETTER+OF+INTENT-a016202855

It was also apparently involved in mining gold tailings in Montana.

http://business.highbeam.com/436402/article-1G1-16712906/taylor-rand-rework-ore

Things don’t appear to have gone well for the shares however. On June 25, 1996 the Company was renamed Sheridan Reserve Incorporated and the shares rolled back on a one for ten basis. During the tech bubble, gold went out of fashion so Sheridan was renamed to Nevadabobs.com Inc., then Nevada Bob’s International Inc. in 2001. It was back to mining (after another consolidation) when Nevada Bob’s became Loncor Resources in 2008, finally back in the gold business.

 

Playandwin Inc.

Peter Tassiopoulos is listed as the contact for all mail directed toward Playandwin Inc. in its February 14, 2000 registration filing to list on the Bulletin Board.

http://www.sec.gov/Archives/edgar/containers/fix044/1092762/000108417800000016/0001084178-00-000016-index.htm

Playandwin is an interesting story. It was founded in 1995 by Peter Berney, a stock promoter, convicted felon, and convicted child molester, all covered here:

http://www.reviewjournal.com/news/crime-courts/stock-cheat-guilty-incest

The early history of the Company is detailed here:

http://www.siliconinvestor.com/readmsgs.aspx?subjectid=32522&msgnum=1904&batchsize=10&batchtype=Next

Interesting to note that Berney supplied a shell to career fraudster Michael Mitton.

By the time Playandwin was listed in the US (and Tassiopoulos’ involvement disclosed in its registration statement) Peter Berney was no longer officially involved with the Company, but his brother, Andrew, remained a large shareholder.

Playandwin’s law firm, Chapman & Flanagan, also had subsequent problems with securities regulators – one complaint regarding the manipulation of Exotics-Nevada is detailed here:

http://www.sec.gov/litigation/complaints/comp19207.pdf

Most characters involved in Playandwin were of dubious nature, but Tassiopoulos was only tangentially involved, right? Well, in addition to receiving all of Playandwin’s mail at 155 University Avenue, Suite 501, Tassiopoulos was also a paid consultant for the Company:

http://www.secinfo.com/d112xt.5f891.2.htm#1stPage

The document, dated September 19, 2000 discloses that Tassiopoulos was engaged as a consultant to Playandwin and was paid 350,000 common shares, valued at US$0.875/sh or $306,000 total.

Apparently Tassiopoulos was of no help to Playandwin shareholders as the online gaming business was abandoned within a year, and the Company eventually merged with juice maker D’Angelo Brands Ltd. where it was subject to another pump and dump. D’Angelo’s President, Frank D’Angelo, would later describe the experience in a Globe and Mail report as follows:

Desperate for capital, D’Angelo tried to raise money on the stock market. He was introduced to a group of penny stock promoters who proposed to take D’Angelo Brands public through a reverse takeover of a shell company. Problems surfaced almost as soon as the deal closed. D’Angelo is reluctant to discuss the details. “I have the IQ of a gnat when it comes to the stock market,” he says. But he suspects his company was used as a vehicle for a “pump and dump” scam. He immediately moved to go private again, but the process took more than two years.

 

Bach-Hauser

Peter Tassiopoulos liked the consulting for penny stock business so much he decides to do it once more with a company called Bach-Hauser, detailed in this October 1, 2000 SEC filing:

http://www.secinfo.com/d112xt.5f89q.a.htm

Tassiopoulos received 200,000 shares (valued at $0.355/sh or $71k total). He probably got the connection to Bach-Hauser through the law firm Chapman and Flanagan (which had issues with the SEC detailed earlier) as Bach-Hauser was also a client and as this stockpatrol.com report detailed, earlier filed an 8-K mistakenly naming Playandwin on the document, not Bach-Hauser.

Much like Playandwin, Bach-Hauser never went anywhere and investors were ultimately wiped out. The gory details can be discovered in the previous report. Tassiopoulos’ association with both companies does not reflect highly upon him.

Many investment professionals were tarred by their association with Playandwin and Bach-Hauser. One Canadian investment advisor was the subject of a dispute with IIROC over trading in the two companies (and Playandwin’s successor, D’Angelo Brands) detailed here:

http://www.iiroc.ca/Documents/2005/BC52E5BC-BB17-4E5F-A9A8-E76FFBF08DC5_en.pdf

 

Conclusion

Peter Tassiopoulos’ first forays in the public equity markets were not in the highest quality of companies (they appear to be exclusively heavily promoted bulletin board stocks) nor with the highest quality people (many have been convicted of securities violations). In Part 2 we’ll look into his management and executive experience in two additional companies, one public, one private.

Sphere 3D (ANY.V, SPIHF)

We have spent a great deal of time digging into this Canadian company over the last few months. While its market cap and share price performance seem to say that this virtualization and cloud focused software company is a real winner, further due diligence suggests a different interpretation. We’ll be sharing some of our thinking on these pages over the next few weeks.

Why hasn’t Sphere 3D announced Glassware 2.0’s first “commercial” application?

Sphere 3D announced a public beta of their Corel Office for iPad app on September 2013. http://globenewswire.com/news-release/2013/09/16/573717/10048625/en/Sphere-3D-Announces-Launch-of-Corel-Office-for-iPad-Public-Beta.html

It turns out the beta test is over because Corel Office for the iPad was released (well, WordPerfect at least) by Corel on April 8, 2014 (3 weeks ago) according to this press release. http://www.marketwired.com/press-release/new-corelr-wordperfectr-office-x7-adds-ipad-option-1897260.htm

You can download it for free from the App Store here https://itunes.apple.com/app/wordperfect-x7/id654787680. The developer is listed as FrostCat Technologies Inc., a subsidiary of Sphere 3D. Although the seller is Promotion Depot – oops, that’s founders’ Mario Biasini and Giovanni Morelli old company.

Why wouldn’t Sphere 3D be bursting with pride that Glassware 2.0 is finally in action in the marketplace? This review might shed some light: http://iplugdelaware.com/2014/04/15/wordperfect-x7-for-ipad-currently-available/

And we quote, “I personally find this “app” an embarrassment to Corel.”