Ok, I'll bite. Here ya go: New SEC complaint to
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Posted On: 06/24/2019 9:12:04 PM
Ok, I'll bite. Here ya go:
New SEC complaint to be filed at end of business on Tuesday (I will begin exploring a civil suit on Wednesday):
To Whom It May Concern,
As a shareholder of Giggles N Hugs, Inc. (ticker: GIGL) I am requesting the SEC to open an investigation into possible stock price manipulation, insider trading, providing false and misleading information, failure to disclose material information, and a breach of fiduciary responsibility by management. I have submitted detailed complaints regarding this company in the past, but it does not appear anyone has ever followed up on them. As a result, the company’s management continues to flaunt its fiduciary liability. They continue to make false and misleading statements and have moved to enrich themselves at shareholder expense. The SEC’s failure to act has allowed them to continue looking for victims to fund their bloated salaries and drain the company of valuable resources. As a shareholder, I am beyond disgusted with management and would like to see them punished to the fullest extent of the law, regardless of my financial stake in the company. Among the recent items that I question the legality of:
1. New compensation arrangements granted to management by themselves without shareholder approval. Management has made several attempts to raise money in the last few years and has declared publicly on multiple occasions that they would be implementing a formal Board of Directors (BoD) in order to build confidence in the company and assist with the fundraising efforts. No independent Board has ever been created, rather management has appointed themselves to the Board for official purposes and used their position to give the impression that an independent Board exists. Management has then used that position to grant themselves outrageous compensation packages without ever holding shareholder votes thereby draining the company of valuable resources and cementing their positions all while continuing to ask the public for new resources.
2. Failure to ever hold a shareholder meeting.
3. Failure to hold regular shareholder updates.
4. Misleading the public in regards to the role of co-CEO, Phillip Gay. It is believed that Mr. Gay is simply a consultant and has no real involvement with the direction of the company. In addition, it is believed that the amount and nature of Mr. Gay’s compensation has been misrepresented to shareholders and investors. Co-CEO/Founder, Joey Parsi has publicly indicated on multiple occasions throughout the years that Mr. Gay is being compensated for his work with the company in shares only, however, as the last 10-K demonstrates, Mr. Gay only started receiving shares in 2018 (either that or he sold them without making the proper Form-4 filing). In addition, Mr. Parsi misleads investors by neglecting to tell them that Mr. Gay’s consulting firm receives substantial compensation for its services, the amount of which seems excessive. It is not known if Mr. Parsi has made attempts to find more affordable service. Last but not least, Mr. Gay has continually made public declarations encouraging investors to invest in the company all while privately investing his money in other (competing!?!?!) restaurant companies.
5. Failure to disclose insider sales of company stock (Sean Richards)
6. Misleading investors regarding the role of Jilian Michaels in the most recent (pathetic) attempt at crowdfunding.
7. Misleading investors regarding the intended use of funds had they been successful in the most recent (pathetic) crowdfunding attempt. The amount of funds that was attempted to be raised was inconsistent with previously made public statements regarding the company’s capital needs and goals. It is suspected that the fundraising attempt was just another way for management to continue paying themselves outrageous sums.
8. Making false statements regarding Mr. Parsi’s compensation on the last investor call and/or falsely reporting compensation on previous financial statements.
9. Attempting to manipulate the price of the stock by making bogus PR announcements regarding their menu offering of Beyond Meat (BYND) at a time when BYND was experiencing significant hype. Mr. Parsi has a history of questionably timed PR announcements that seem aimed at accomplishing nothing more than inflating the stock price, e.g., announcement of Bitcoin acceptance during Bitcoin hype and the announcement of insignificant business relationships in order to draw attention to the stock while the company was attempting to raise money.
I understand punitive actions against the company could adversely affect my investment. Considering the amount of shareholder value that has been destroyed by management already, I am willing to lose everything to see management get what they deserve. I accept full responsibility for my losses, but humbly ask the SEC to administer justice to the men preying on naïve investors such as myself. These men should not be allowed anywhere near public markets.
Thank you.
New SEC complaint to be filed at end of business on Tuesday (I will begin exploring a civil suit on Wednesday):
To Whom It May Concern,
As a shareholder of Giggles N Hugs, Inc. (ticker: GIGL) I am requesting the SEC to open an investigation into possible stock price manipulation, insider trading, providing false and misleading information, failure to disclose material information, and a breach of fiduciary responsibility by management. I have submitted detailed complaints regarding this company in the past, but it does not appear anyone has ever followed up on them. As a result, the company’s management continues to flaunt its fiduciary liability. They continue to make false and misleading statements and have moved to enrich themselves at shareholder expense. The SEC’s failure to act has allowed them to continue looking for victims to fund their bloated salaries and drain the company of valuable resources. As a shareholder, I am beyond disgusted with management and would like to see them punished to the fullest extent of the law, regardless of my financial stake in the company. Among the recent items that I question the legality of:
1. New compensation arrangements granted to management by themselves without shareholder approval. Management has made several attempts to raise money in the last few years and has declared publicly on multiple occasions that they would be implementing a formal Board of Directors (BoD) in order to build confidence in the company and assist with the fundraising efforts. No independent Board has ever been created, rather management has appointed themselves to the Board for official purposes and used their position to give the impression that an independent Board exists. Management has then used that position to grant themselves outrageous compensation packages without ever holding shareholder votes thereby draining the company of valuable resources and cementing their positions all while continuing to ask the public for new resources.
2. Failure to ever hold a shareholder meeting.
3. Failure to hold regular shareholder updates.
4. Misleading the public in regards to the role of co-CEO, Phillip Gay. It is believed that Mr. Gay is simply a consultant and has no real involvement with the direction of the company. In addition, it is believed that the amount and nature of Mr. Gay’s compensation has been misrepresented to shareholders and investors. Co-CEO/Founder, Joey Parsi has publicly indicated on multiple occasions throughout the years that Mr. Gay is being compensated for his work with the company in shares only, however, as the last 10-K demonstrates, Mr. Gay only started receiving shares in 2018 (either that or he sold them without making the proper Form-4 filing). In addition, Mr. Parsi misleads investors by neglecting to tell them that Mr. Gay’s consulting firm receives substantial compensation for its services, the amount of which seems excessive. It is not known if Mr. Parsi has made attempts to find more affordable service. Last but not least, Mr. Gay has continually made public declarations encouraging investors to invest in the company all while privately investing his money in other (competing!?!?!) restaurant companies.
5. Failure to disclose insider sales of company stock (Sean Richards)
6. Misleading investors regarding the role of Jilian Michaels in the most recent (pathetic) attempt at crowdfunding.
7. Misleading investors regarding the intended use of funds had they been successful in the most recent (pathetic) crowdfunding attempt. The amount of funds that was attempted to be raised was inconsistent with previously made public statements regarding the company’s capital needs and goals. It is suspected that the fundraising attempt was just another way for management to continue paying themselves outrageous sums.
8. Making false statements regarding Mr. Parsi’s compensation on the last investor call and/or falsely reporting compensation on previous financial statements.
9. Attempting to manipulate the price of the stock by making bogus PR announcements regarding their menu offering of Beyond Meat (BYND) at a time when BYND was experiencing significant hype. Mr. Parsi has a history of questionably timed PR announcements that seem aimed at accomplishing nothing more than inflating the stock price, e.g., announcement of Bitcoin acceptance during Bitcoin hype and the announcement of insignificant business relationships in order to draw attention to the stock while the company was attempting to raise money.
I understand punitive actions against the company could adversely affect my investment. Considering the amount of shareholder value that has been destroyed by management already, I am willing to lose everything to see management get what they deserve. I accept full responsibility for my losses, but humbly ask the SEC to administer justice to the men preying on naïve investors such as myself. These men should not be allowed anywhere near public markets.
Thank you.
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