UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~June 30, 2020~~March 31, 2021

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to __________

Commission file number 33-20111

SPYR, INC.

(Exact name of registrant as specified in its charter)

Nevada		75-2636283
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

~~4643 S. Ulster St., Suite 1510, Denver,~~8547 E Arapahoe Rd STE J527, Greenwood Village, CO ~~80237~~80112

(Address of principal executive offices)

(303) 991-8000

(Registrant's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and" smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~August~~May 14, ~~2020,~~2021 there were ~~202,130,131~~214,537,631 shares of the Registrant's common stock.

TABLE OF CONTENTS

Part 1	Financial Information	3

Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management's Discussion ~~And~~and Analysis Ofof Financial Condition ~~And~~and Results ~~Of Operation~~of Operations	1618
Item 3.	Quantitative ~~And~~and Qualitative Disclosures About Market Risk	2322
Item 4.	Controls ~~And~~and Procedures	2322

Part IiII	Other Information	2423

Item 1.	Legal Proceedings	2423
Item 1a.	Risk Factors	2524
Item 2.	Unregistered Sale Ofof Equity Securities ~~And~~and Use Ofof Proceeds	2524
Item 3.	Defaults Ofof Senior Securities	2524
Item 4.	Mine Safety Disclosures	2524
Item 5.	Other Information	2524
Item 6.	Exhibits	2625

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

SPYR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

June 30,
2020

December 31,
2019

ASSETS
Current Assets:
Cash and cash equivalents $ 13,000 $ 10,000
Accounts receivable, net 14,000 77,000
Prepaid expenses 2,000 15,000
Trading securities, at market value 2,000 1,000
Total Current Assets 31,000 103,000

Property and equipment, net 41,000 59,000
Capitalized gaming assets and licensing rights, net 100,000 100,000
Intangible assets, net 5,000 6,000
Operating lease right-of-use asset 45,000 80,000
Other assets 13,000 13,000
TOTAL ASSETS $ 235,000 $ 361,000

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities $ 2,083,000 $ 1,834,000
Related party short-term advances 1,149,000 1,115,000
Related party line of credit 1,168,000 1,134,000
Convertible notes payable, net 570,000 550,000
SBA PPP Note Payable, current portion 28,000 —
Operating lease liability - current portion 23,000 92,000
Current liabilities of discontinued operations 22,000 22,000
Total Current Liabilities 5,043,000 4,747,000

SBA PPP Note Payable 43,000 —
Operating lease liability 54,000 —
Total Liabilities 5,140,000 4,747,000

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.0001 par value, 10,000,000 shares authorized
107,636 Class A shares issued and outstanding as of
June 30, 2020 and December 31, 2019 11 11
20,000 Class E shares issued and outstanding as of
  June 30, 2020 and December 31, 2019 2 2
Common stock, $0.0001 par value, 750,000,000 shares authorized
202,130,131 and 200,880,131 shares issued and outstanding as of
   June 30, 2020 and December 31, 2019 20,213 20,088
Additional paid-in capital 53,534,774 53,509,899
Accumulated deficit (58,460,000 ) (57,916,000 )
Total Stockholders’ Equity (Deficit) (4,905,000 ) (4,386,000 )
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 235,000 $ 361,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

SPYR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

		March 31, 2021			December 31, 2020
ASSETS
Current Assets:
Cash and cash equivalents	$	222,000		$	510,000
Other receivables		—			4,000
Prepaid expenses		78,000			49,000
Inventory		25,000			—
Trading securities, at market value		2,000			1,000
Current assets of discontinued operations		13,000			13,000
Total Current Assets		340,000			577,000

Property and equipment, net		25,000			31,000
Intangible assets, net		2,000			3,000
Operating lease right-of-use asset		13,000			28,000
Other assets		14,000			13,000
Non-current assets of discontinued operations		75,000			75,000
TOTAL ASSETS	$	469,000		$	727,000

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES
Current Liabilities:
Accounts payable and accrued liabilities	$	1,680,000		$	1,561,000
Related party short-term advances		1,202,000			1,184,000
Related party line of credit		1,222,000			1,204,000
SBA PPP Note Payable, current portion		59,000			51,000
Operating lease liability - current portion		22,000			54,000
Current liabilities of discontinued operations		779,000			767,000
Total Current Liabilities		4,964,000			4,821,000

SBA PPP Note Payable		86,000			20,000
Long-term convertible notes payable, net		118,000			64,000
Derivative liability		1,486,000			1,382,000
Total Liabilities		6,654,000			6,287,000

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.0001 par value, 10,000,000 shares authorized
107,636 Class A shares issued and outstanding as of
March 31, 2021 and December 31, 2020		11			11
20,000 Class E shares issued and outstanding as of
March 31, 2021 and December 31, 2020		2			2
Common stock, $0.0001 par value, 750,000,000 shares authorized
214,537,631 and 210,137,631 shares issued and outstanding as of March 31, 2021 and December 31, 2020		21,454			21,014
Additional paid-in capital		55,977,533			55,391,973
Accumulated deficit		(62,184,000	)		(60,973,000	)
Total Stockholders’ Equity (Deficit)		(6,185,000	)		(5,560,000	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	469,000		$	727,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

SPYR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	For the Three Months Ended March 31,
	2021			2020

Related party service revenues	$	—		$	185,000
Gross Margin		—			185,000

Expenses
Labor and related expenses		489,000			177,000
Rent		28,000			37,000
Depreciation and amortization		3,000			10,000
Professional fees		429,000			42,000
Research and development		4,000			—
Other general and administrative		46,000			62,000
Total Operating Expenses		999,000			328,000
Operating Loss		(999,000	)		(143,000	)

Other Income (Expense)
Interest Expense		(102,000	)		(45,000	)
Gain on disposition of assets		5,000			—
Change in value of derivative liability		(104,000	)		—
Unrealized gain (loss) on trading securities		1,000			(1,000	)
Total Other Expense		(200,000	)		(46,000	)

Loss from continuing operations		(1,199,000	)		(189,000	)
Loss from discontinued operations		(12,000	)		(38,000	)
Net Loss	$	(1,211,000	)	$	(227,000	)

Per Share Amounts
Loss from continuing operations
Basic and Diluted earnings per share	$	(0.01	)	$	(0.00	)

Loss from discontinued operations
Basic and Diluted earnings per share	$	(0.00	)	$	(0.00	)

Net Loss
Basic and Diluted earnings per share	$	(0.01	)	$	(0.00	)

Weighted Average Common Shares
Basic and Diluted		213,258,187			201,690,571

The accompanying notes are an integral part of these condensed consolidated financial statements.

SPYR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

For the Three Months Ended June 30, For the Six Months Ended June 30,
2020 2019 2020 2019

Revenues $ —   $ 9,000 $ 3,000 $ 34,000
Related party service revenues —   —   185,000 52,000
          Gross Margin —   9,000 188,000 86,000

Expenses
Labor and related expenses 151,000 195,000 336,000 521,000
Rent 28,000 36,000 65,000 74,000
Depreciation and amortization 9,000 11,000 19,000 22,000
Professional fees 11,000 16,000 53,000 66,000
Research and development —   9,000 —   26,000
Other general and administrative 69,000 84,000 154,000 164,000
Total Operating Expenses 268,000 351,000 627,000 873,000
Operating Loss (268,000 ) (342,000 ) (439,000 ) (787,000 )

Other Expense
Interest Expense (55,000 ) (187,000 ) (110,000 ) (190,000 )
Gain on disposition of assets 1,000 —   1,000 —
SBA EIDL grant 3,000 —   3,000 —
Unrealized gain (loss) on trading securities 2,000 —   1,000 (2,000 )
Total Other Expense (49,000 ) (187,000 ) (105,000 ) (192,000 )

Net Loss (317,000 ) (529,000 ) (544,000 ) (979,000 )

Per Share Amounts
Net Loss
Basic and Diluted earnings per share $ (0.00 ) $ (0.00 ) $ (0.00 ) $ (0.00 )

Weighted Average Common Shares
Basic and Diluted 202,130,131 199,697,988 201,910,351 199,405,960

The accompanying notes are an integral part of these condensed consolidated financial statements.

SPYR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
For the Three Months Ended March 31, 2021
(Unaudited)

	Preferred Stock												Additional
	Class A				Class E				Common Stock				Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2020		107,636	$	11		20,000	$	2		210,137,631	$	21,014	$	55,391,973	$	(60,973,000	)	$	(5,560,000	)
Fair value of restricted common stock and options issued for employee and director compensation		—		—		—		—		1,400,000		140		214,860		—			215,000
Fair value of S-8 registered common stock issued for services		—		—		—		—		3,000,000		300		370,700		—			371,000
Net loss		—		—		—		—		—		—		—		(1,211,000	)		(1,211,000	)
Balance at March 31, 2021		107,636	$	11		20,000	$	2		214,537,631	$	21,454	$	55,977,533	$	(62,184,000	)	$	(6,185,000	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

SPYR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
For the Six Months Ended June 30, 2020
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)																					CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
For the Three Months Ended March 31, 2020																					For the Three Months Ended March 31, 2020
(Unaudited)

	Preferred Stock												Additional									Preferred Stock												Additional
	Class A				Class E				Common Stock				Paid-in		Accumulated							Class A				Class E				Common Stock				Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total				Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2019		107,636	$	11		20,000	$	2		200,880,131	$	20,088	$	53,509,899	$	(57,916,000	)	$	(4,386,000	)			107,636	$	11		20,000	$	2		200,880,131	$	20,088	$	53,509,899	$	(57,916,000	)	$	(4,386,000	)
Fair value of common stock issued for employee compensation		—		—		—		—		1,250,000		125		24,875		—			25,000				—		—		—		—		1,250,000		125		24,875		—			25,000
Net loss		—		—		—		—		—		—		—		(227,000	)		(227,000	)			—		—		—		—		—		—		—		(227,000	)		(227,000	)
Balance at March 31, 2020		107,636		11		20,000		2		202,130,131		20,213		53,534,774		(58,143,000	)		(4,588,000	)			107,636	$	11		20,000	$	2		202,130,131	$	20,213	$	53,534,774	$	(58,143,000	)	$	(4,588,000	)
Net loss		—		—		—		—		—		—		—		(317,000	)		(317,000	)
Balance at June 30, 2020		107,636	$	11		20,000	$	2		202,130,131	$	20,213	$	53,534,774	$	(58,460,000	)	$	(4,905,000	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

SPYR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
For the Six Months Ended June 30, 2019
(Unaudited)

Preferred Stock Additional
Class A Class E Common Stock Paid-in Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit Total
Balance at December 31, 2018 107,636 $ 11 20,000 $ 2 198,305,131 $ 19,830 $ 53,265,157 $ (55,951,000 ) $ (2,666,000 )
Fair value of common stock issued for employee compensation —   —   —   —   1,250,000 125 130,875 —   131,000
Net loss —   —   —   —   —   —   —   (450,000 ) (450,000 )
Balance at March 31, 2019 107,636 11 20,000 2 199,555,131 19,955 53,396,032 (56,401,000 ) (2,985,000 )
Fair value of common stock issued for conversion of notes payable —   —   —   —   500,000 50 49,950 —   50,000
Net loss —   —   —   —   —   —   —   (529,000 ) (529,000 )
Balance at June 30, 2019 107,636 $ 11 20,000 $ 2 200,055,131 $ 20,005 $ 53,445,982 $ (56,930,000 ) $ (3,464,000 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

SPYR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

For the Six Months Ended June 30,
2020 2019

Cash Flows From Operating Activities:
Net loss $ (544,000 ) $ (979,000 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 19,000 22,000
Common stock issued for employee compensation 25,000 131,000
Amortization of debt discounts on convertible notes payable —   62,000
SBA EIDL grant (3,000 )
Unrealized (gain) loss on trading securities (1,000 ) 2,000
Changes in operating assets and liabilities:
Decrease in accounts receivables 63,000 38,000
Decrease in prepaid expenses 13,000 3,000
(Increase) Decrease in operating lease right-of-use asset 20,000 (4,000 )
Increase in accounts payable and accrued liabilities 249,000 39,000
Increase in accrued interest on short-term advances - related party 34,000 16,000
Increase in accrued interest on line of credit - related party 34,000 33,000
Increase in accrued interest and liquidated damages on convertible notes 20,000 147,000
Net Cash Used in Operating Activities (71,000 ) (490,000 )

Cash Flows From Investing Activities:
Purchase of property and equipment (5,000 ) —
Sale of property and equipment 5,000 —
Net Cash Used in Investing Activities —   —

Cash Flows From Financing Activities:
Proceeds from short-term advances - related party —   489,000
Proceeds from SBA EIDL grant 3,000 —
Proceeds from SBA PPP note payable 71,000 —
Net Cash Provided by Financing Activities 74,000 489,000

Net increase (decrease) in Cash 3,000 (1,000 )
Cash and cash equivalents at beginning of period 10,000 24,000
Cash and cash equivalents at end of period $ 13,000 $ 23,000

Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid during the period $ 1,000 $ —
Income taxes paid during the period $ —   $ —

Supplemental Disclosure of Non-cash Investing and Financing Activities:
Partial conversion of notes payable to common stock $ —   $ 50,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

SPYR, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Three Months Ended March 31,
	2021			2020
Cash Flows From Operating Activities:
Net loss	$	(1,211,000	)	$	(227,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on discontinued operations		12,000			38,000
Depreciation and amortization		3,000			10,000
Common stock issued for employee compensation		215,000			25,000
Common stock issued for services		371,000			—
Amortization of debt discounts on convertible notes payable		34,000			—
Gain on disposition of assets		(5,000	)		—
Change in Value of derivative liability		104,000			—
Unrealized loss on trading securities		(1,000	)		1,000
Changes in operating assets and liabilities:
(Increase) Decrease in accounts receivables		—			(1,000	)
(Increase) Decrease in receivable from related parties		—			50,000
Increase in other receivables		4,000			—
(Increase) Decrease in prepaid expenses		(29,000	)		—
Increase in inventory		(25,000	)		—
Increase in other assets		(1,000	)		—
Increase in accounts payable and accrued liabilities		119,000			40,000
Decrease in operating lease right-of-use liability		(16,000	)		(3,000	)
Increase in accrued interest on short-term advances - related party		18,000			17,000
Increase in accrued interest on line of credit - related party		18,000			17,000
Increase in accrued interest on SBA PPP notes payable		1,000			—
Increase in accrued interest and liquidated damages on convertible notes		20,000			10,000
Net cash used in operating activities from continuing operations		(369,000	)		(23,000	)
Net cash provided by operating activities from discontinued operations		—			28,000
Net cash provided by (used in) Operating Activities		(369,000	)		5,000

Cash Flows From Investing Activities:
Purchase of property and equipment		—			(5,000	)
Sale of property and equipment		8,000			1,000
Net cash provided by (used in) Investing Activities		8,000			(4,000	)

Cash Flows From Financing Activities:
Proceeds from SBA PPP note payable		73,000			—
Net cash provided by Financing Activities		73,000			—

Net increase (decrease) in Cash		(288,000	)		1,000
Cash and cash equivalents at beginning of period		510,000			10,000
Cash and cash equivalents at end of period	$	222,000		$	11,000

Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid during the period	$	—		$	1,000
Income taxes paid during the period	$	—		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

SPYR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SIX~~THREE MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2021 AND 2020 ~~AND 2019~~

(Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements

The accompanying condensed consolidated financial statements of SPYR, Inc. and subsidiaries (the “Company”) are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019~~2020 filed with the SEC. The condensed consolidated balance sheet as of December 31, ~~2019~~2020 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company's financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results.

Principles of Consolidation

The consolidated financial statements include the accounts of SPYR, Inc. and its ~~wholly-owned~~wholly owned subsidiaries, Applied Magix, a Nevada corporation, SPYR APPS, LLC, a Nevada Limited Liability Company (discontinued operations, see Note 8), E.A.J.: PHL, Airport Inc., a Pennsylvania corporation (discontinued operations, see Note 7)8), and Branded Foods Concepts, Inc., a Nevada ~~corporation.~~corporation (dissolution pending). Intercompany accounts and transactions have been eliminated.

Reclassifications

Certain reclassifications have been made in the 2020 financial statements to conform with the 2021 presentation related to the discontinued operations of SPYR APPS, LLC. See Note 8 Discontinued Operations for additional information.

Going Concern

The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business, however, the issues described below raise substantial doubt about the Company’s ability to do so.

As shown in the accompanying financial statements, for the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, the Company recorded a net loss from continuing operations of ~~$544,000~~$1,211,000 and ~~have current liabilities~~utilized cash in operations of ~~$5,043,000.~~$369,000. As of ~~June 30, 2020,~~March 31, 2021, our cash balance was ~~$13,000.~~$222,000, and we had trading securities valued at $2,000. These issues raise substantial doubt about the Company’s ability to continue as a going concern.

The Company intends to utilize cash on hand, shareholder loans and other forms of financing such as the sale of additional equity and debt securities, capital leases and other credit facilities to conduct its ongoing business, and to also conduct strategic business development, marketing analysis, due diligence investigations into possible acquisitions, and ~~software development costs and~~ implementation of our Applied Magix business plans generally. The Company also plans to diversify, through acquisition or otherwise, in other unrelated business areas and is exploring opportunities to do so.

Historically, we have financed our operations primarily through sales of our common stock and debt financing. The Company will continue to seek additional capital through the sale of its common stock, debt financing and through expansion of its existing and new products. If our financing goals for our products do not materialize as planned and if we are not able to achieve profitable operations at some point in the future, we may have insufficient working capital to maintain our operations as we presently intend to conduct them or to fund our expansion, marketing, and product development plans.

SPYR, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2021 AND 2020

(Unaudited)

The ability of the Company to continue as a going concern is dependent upon the success of future capital offerings or alternative financing arrangements and expansion of its operations. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. Management is actively pursuing additional sources of financing sufficient to generate enough cash flow to fund its operations through calendar year ~~2020.~~2021. However, management cannot make any assurances that such financing will be secured.

~~SPYR, INC. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~SIX MONTHS ENDED JUNE 30, 2020 AND 2019~~

~~(Unaudited)~~

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions used by management affected impairment analysis for trading securities, fixed assets, intangible assets, capitalized licensing rights, amounts of potential liabilities, and valuation of issuance of equity securities. Actual results could differ from those estimates.

Earnings (Loss) Per Share

The basic and fully diluted shares for the three months ended ~~June 30,~~March 31, 2021 are the same because the inclusion of the potential shares (Class A – 26,909,028, Class E – 570,190, Options – 5,379,900, Warrants – 8,700,000) would have had an anti-dilutive effect due to the Company generating a loss for the three months ended March 31, 2021.

The basic and fully diluted shares for the three months ended March 31, 2020 are the same because the inclusion of the potential shares (Class A – 26,909,028, Class E – ~~1,852,538,~~5,364,807, Options – ~~8,999,900,~~9,149,900, Warrants – 9,000,000) would have had an anti-dilutive effect due to the Company generating a loss for the three months ended ~~June 30,~~March 31, 2020.

~~The basic~~Product Research and fully diluted shares for the three months ended June 30, 2019 are the same because the inclusion of the potential shares (Class A – 26,909,028, Class E – 1,107,420, Options – 12,449,900, Warrants – 9,000,000) would have had an anti-dilutive effect due to the Company generating a loss for the three months ended June 30, 2019.

The basic and fully diluted shares for the six months ended June 30, 2020 are the same because the inclusion of the potential shares (Class A – 26,909,028, Class E – 1,852,538, Options – 8,999,900, Warrants – 9,000,000) would have had an anti-dilutive effect due to the Company generating a loss for the six months ended June 30, 2020.

The basic and fully diluted shares for the six months ended June 30, 2019 are the same because the inclusion of the potential shares (Class A – 26,909,028, Class E – 1,107,420, Options – 12,449,900, Warrants – 9,000,000) would have had an anti-dilutive effect due to the Company generating a loss for the six months ended June 30, 2019.

~~Capitalized Gaming Assets and Licensing Rights~~

As of June 30, 2020, the Company’s capitalized gaming assets consist of Battlewack: Idle Lords which requires additional development before it can be released. As such, the Company does not expect amortization expense related to capitalized gaming assets and licensing rights until existing or future gaming assets, through development or acquisition, are placed into service.

~~Software~~ Development Costs

Costs incurred for ~~software~~product research and development are expensed as incurred. During the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the Company incurred $4,000 and $0 ~~and $26,000~~ in ~~software~~product development costs paid to independent ~~gaming software developers.~~third parties.

~~Accounts Receivable~~Cash and Cash Equivalents

The ~~following is~~Company considers all highly liquid debt instruments purchased with a ~~summary~~maturity of ~~receivables at June 30, 2020 and December 31, 2019:~~three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

June 30,
2020

December 31,
2019

Game revenue due from in app purchases,
net of app store fees and allowance for doubtful accounts $ 14,000 $ 27,000
Game revenue due from in app advertising —   —
Related party professional service revenues —   50,000
Other Receivables —   —
     Total Accounts Receivable $ 14,000 $ 77,000
Inventory

~~Accounts receivable~~The Company's inventory consisting of Apple HomeKit products for resale by the Company, is recorded at the lower of cost (first-in, first-out) or net realizable value. The Company writes down its inventory balances for estimates of excess and obsolete amounts. The Company reduces inventory on hand to its net realizable value on an item-by-item basis when the expected realizable value of a specific inventory item falls below its original cost. Management regularly reviews the Company’s investment in inventories for such declines in value. The write-downs are ~~carried~~recognized as a component of cost of sales. During the three months ended March 31, 2021 and 2020, there were no inventory write downs. As of March 31, 2021, the inventory was valued at ~~their estimated collectible amounts~~$25,000.
Stock-Based Compensation
The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (FASB) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are ~~not subject to any interest or finance charges.~~amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date.
8

SPYR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
~~SIX~~THREE MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2021 AND 2020 ~~AND 2019~~
(Unaudited)

The fair value of the Company's stock option and warrant grants is estimated using the Black-Scholes Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes Option Pricing model could materially affect compensation expense recorded in future periods.
The Company also issues restricted shares of its common stock for share-based compensation programs to employees and non-employees. The Company measures the compensation cost with respect to restricted shares to employees based upon the estimated fair value at the date of the grant and is recognized as expense over the period which an employee is required to provide services in exchange for the award. For non-employees, the Company measures the compensation cost with respect to restricted shares based upon the estimated fair value at measurement date which is either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete.
~~Allowance for Doubtful Accounts~~Derivative Financial Instruments

The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the ~~collectability~~derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of ~~accounts receivable~~operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes Option Pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on ~~a combination~~whether or not net-cash settlement of ~~factors. In cases where~~ the ~~Company becomes aware~~derivative instrument could be required within 12 months of ~~circumstances that may impair a specific customer's ability to meet its financial obligations subsequent to~~ the original sale, the Company will recognize an allowance against amounts due, and thereby reduce the net recognized receivable to the amount the Company reasonably believes will be collected. For all other customers, the Company recognizes an allowance for doubtful accounts based on the lengthbalance sheet date. As of ~~time the receivables are past due and consideration of other factors such as industry conditions, the current business environment and~~March 31, 2021, the Company's ~~historical payment experience. An allowance~~only derivative financial instruments were embedded conversion features associated with long-term convertible notes payable which contain certain provisions that allow for ~~doubtful accounts is established as losses are estimated to have occurred through~~ a ~~provision for bad debts charged to earnings. This evaluation is inherently subjective and requires estimates that are susceptible to significant revisions as more information becomes available.~~
Asvariable number of ~~June 30, 2020, management has recorded an allowance for doubtful accounts in the amount of approximately $12,000.~~shares on conversion.

Concentration of Credit Risk

The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts, or other foreign hedging arrangements. The Company maintains the majority of its cash balances with financial institutions, in the form of demand deposits. The Company believes that no significant concentration of credit risk exists with respect to these cash balances because of its assessment of the creditworthiness and financial viability of ~~the~~this financial ~~institutions.~~institution.

The Company grants credit to its game revenue and service revenue customers. The Company typically does not require collateral from customers. Credit risk is limited due to the financial strength of the customers comprising the Company’s customer. The Company monitors exposure of credit losses and maintains allowances for anticipated losses considered necessary under the circumstances (See “Allowance for Doubtful Accounts” above).Advertising Costs

~~Major Customers~~
~~The Company had two related party customers who comprised 0%~~Advertising, marketing, and ~~98% of net revenue during~~promotional costs are expensed as incurred and included in general and administrative expenses. Advertising, marketing, and promotional expense was $11,000 and $0 for the ~~six~~three months ended ~~June 30,~~March 31, 2021, and 2020, respectively and ~~60%~~was reflected as part of Other General and 0%Administrative Expenses on the accompanying condensed consolidated statements of ~~net revenue during the six months ended June 30, 2019. The loss of these customers would adversely impact the business of the Company.~~operations.
Net Revenue % Gross Accounts Receivable

Six Months Ended
June 30,

Six Months Ended
June 30,

As of
June 30,

As of
December 31,

2020 2019 2020 2019
Customer A 0 % 60 % $ —   $ —
Customer B 98 % 0 % —   50,000
Total 98 % 60 % $ —   $ 50,000

Recent Accounting Standards

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses.” This ASU sets forth a current expected credit loss model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. In November 2019, the effective date of this ASU was deferred until fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. The Company is in the process of determining the potential impact of adopting this guidance on its consolidated financial statements.
9
SPYR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2021 AND 2020
(Unaudited)
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements.

NOTE 2 - RELATED PARTY TRANSACTIONS

~~During~~On September 5, 2017, the Company obtained a revolving line of credit from Berkshire Capital Management Co., Inc. ~~Berkshire~~which is controlled by ~~Joseph Fiore, majority shareholder and~~the Company’s former chairman of the ~~board of directors of the Company.~~board. The line of credit allows the Company to borrow up to $1,000,000 with interest at 6% per annum. The loan is secured by a first lien on all the assets of the Company and its wholly owned subsidiary SPYR APPS^®, LLC. The loan was fully drawn as of February 2018, at which time the Company had borrowed $1,000,000 and accrued interest of approximately $16,000. Repayment on the loan is due December 31, ~~2020.~~2021. As of ~~June 30, 2020,~~March 31, 2021, the ~~Company has borrowed $1,000,000 and~~balance due with accrued interest ~~of $168,000.~~
9
~~SPYR, INC. AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~SIX MONTHS ENDED JUNE 30, 2020 AND 2019~~
~~(Unaudited)~~was approximately $1,222,000.

During 2018 and 2019, the Company has received an additional $1,062,000 in the form of short-term advances from Berkshire Capital Management Co., Inc. The last advance occurred on September 30, 2019; at which time the Company had borrowed $1,062,000. No further advances are expected from Berkshire Capital Management Co., Inc. The Company has accrued interest on these short-term advances at 6% per annum. The short-term advances are due upon demand. ~~Interest on~~As of March 31, 2021, the ~~short-term advances has been accrued at 6% per annum through June 30, 2020 in the amount of $87,000 for a total~~ balance due ~~as of June 30, 2020 of $1,149,000.~~with accrued interest was approximately $1,202,000.

During the ~~six~~three months ended June 30, 2019, the Company, received $52,000 in revenue for professional services rendered to a related Company whose directors are also officers of SPYR, Inc. and whose majority shareholder is Berkshire Capital Management Co., Inc.
~~During the six months ended June 30,~~March 31, 2020, the Company, received $185,000 in revenue for professional services rendered to Berkshire Capital Management Co., Inc. Subsequent to March 31, 2020, the Company has not and does not anticipate that it will provide any further professional services to related parties.
NOTE 3 – SMALL BUSINESS ADMINISTRATION DEBT
On May 12, 2020, the Company received a Paycheck Protection Program loan from the U.S. Small Business Administration (SBA) in the approximate amount of $71,000. The loan agreement provides for six months principal and interest deferral. The interest rate is 1%. Under the terms of the loan, up to 100% of the loan may be forgiven conditioned upon meeting certain requirements for the use of funds. On February 2, 2021, the Company submitted its application to the SBA for forgiveness, which is pending as of the date of this filing. Any amount not forgiven must be repaid in equal monthly payments of principal and interest beginning in October 2021. As of March 31, 2021, the balance due on this note with accrued interest was approximately $72,000.
On January 21, 2021, the Company received a second Paycheck Protection Program loan from the U.S. Small Business Administration in the approximate amount of $73,000. The interest rate is 1%. Under the terms of the loan, up to 100% of the loan may be forgiven conditioned upon meeting certain requirements for the use of funds. Any amount not forgiven must be repaid in equal monthly payments of principal and interest beginning in May 2022. As of March 31, 2021, the balance due on this note was approximately $73,000.

NOTE 34 – CONVERTIBLE NOTES

On ~~April 20, 2018, (modified May 22, 2018)~~September 30, 2020, the Company ~~issued~~entered into a ~~$165,000 (originally $158,000) convertible note~~Stock Purchase Agreement with ~~original issue discount (OID) of $15,000 and bearing interest at 8% per annum. The amended maturity date~~a third-party investor. By virtue of the ~~note was June 1, 2019~~Stock Purchase Agreement, in two separate closings, the Company agreed to sell, in each closing, an 8% $500,000 Convertible Promissory Note and ~~was~~Warrant to purchase one million common shares. Each Convertible Promissory Note bears 8% interest and matures five year after issuance. Amounts due under the Convertible Promissory Note are convertible ~~on or after October 17, 2018~~ into the ~~Company’s restricted~~Registrant’s common stock at ~~$0.20~~the lower of $0.25 per share at the holder’s request. The OID is recorded as a discount to the debt agreement. The Company determined the note to contain a beneficial conversion feature valued as $104,000 based on the intrinsic per share valueor 70% of the ~~conversion feature. This beneficial conversion feature was recorded as a discount to the debt agreement. The noteholder was also granted detachable 3-year warrants to purchase 200,000 shares~~average of the ~~company’s restricted~~three lowest Variable Weighted Average Price (“VWAP”) for the Registrant’s common stock for the twenty trading days prior to an election to convert. The Warrants are exercisable for five-years at an exercise price of ~~$0.375~~$0.25 per share ~~200,000~~or, subject to the Registrant filing a registration statement including the shares of ~~the company’s restricted~~ common stock ~~at an~~that may be issued upon exercise ~~price of $0.50 per share, and 100,000 shares~~ of the ~~company’s restricted common stock at an exercise price~~Warrant, in a cashless exercise. The first closing occurred October 5, 2020 upon the receipt by the Company of ~~$0.625 per share.~~a check for $500,000. The ~~warrants~~Company received two payments in the amount of $250,000 each on November 20, 2020 and November 24, 2020 in connection with the second closing. Total proceeds from the issuance of these convertible notes payable was $1,000,000. The Company determined that the conversion features of these notes represented embedded derivatives since the notes are convertible into a variable number of shares upon conversion. The conversion features were valued at ~~$126,000 using~~$1,514,000 at the ~~Black-Scholes pricing model~~time of closing and ~~were recorded as a discount to the debt agreement. The noteholder was also issued 116,000 shares of the company’s restricted common stock valued at $34,000 based upon the closing price of~~ the Company ~~stock~~recognized a derivative liability of $1,514,000 with corresponding debt discounts of $1,000,000 and a loss on issuance of long-term convertible notes payable of $514,000. The company recorded amortization of debt discounts, recognized as interest expense, in the ~~date~~amount of $34,000 and accrued interest of $20,000 during the ~~modified agreement and recorded as a discount to the debt agreement.~~three months ended March 31, 2021. On May 10, 2019, the Company amended the note to extend the due date to June 1, 2019, provide for a partial conversion of $25,000 of the outstanding principal balance into common shares of the Company at a conversion price of $0.10 per share for a total of 250,000 shares, and waive any prior alleged or actual defaults under the note. The note is in default for late payment. The Company has accrued approximately $134,000 in interest and liquidated damages for this note through June 30, 2020. At June 30, 2020 and DecemberMarch 31, ~~2019,~~2021, the principal balance together with ~~total~~ accrued interest ~~and liquidated damages~~ is recorded on the Company’s condensed consolidated balance sheet net of discounts at ~~$274,000 and $254,000, respectively.~~$118,000.
On May 22, 2018, the Company issued a $275,000 convertible note with original issue discount (OID) of $25,000 and bearing a one-time interest charge at 8%. The amended maturity date of the note was December 31, 2019 and is convertible into the Company’s restricted common stock at $0.25 per share at the holder’s request. The OID is recorded as a discount to the debt agreement. The Company determined the note to contain a beneficial conversion feature valued as $40,000 based on the intrinsic per share value of the conversion feature. This beneficial conversion feature was recorded as a discount to the debt agreement. The noteholder was also granted detachable 5-year warrants to purchase 500,000 shares of the company’s restricted common stock at an exercise price of $2.00 per share. The warrants were valued at $45,000 using the Black-Scholes pricing model and were recorded as a discount to the debt agreement. The noteholder was also issued 200,000 shares of the company’s restricted common stock valued at $58,000 based upon the closing price of the Company stock on the date of the agreement and recorded as a discount to the debt agreement. On May 10, 2019, the Company amended the note to extend the due date to September 1, 2019, provide for a partial conversion of $25,000 of the outstanding principal balance into common shares of the Company at a conversion price of $0.10 per share for a total of 250,000 shares, and waive any prior alleged or actual defaults under the note. On October 11, 2019, the Company amended the note to extend the due date to December 31, 2019, provide for a partial conversion of $50,000 of the outstanding principal balance into common shares of the Company at a conversion price of $0.10 per share for a total of 500,000 shares, and waive any prior alleged or actual defaults under the note. The Company has accrued approximately $96,000 in interest and liquidated damages for this note through June 30, 2020. At June 30, 2020 and December 31, 2019, the principal balance together with total accrued interest and liquidated damages is recorded on the Company’s consolidated balance sheet net of discounts at $296,000 and $296,000, respectively.
10

SPYR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
~~SIX~~THREE MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2021 AND 2020 ~~AND 2019~~
(Unaudited)

The following table summarized the Company's convertible notes payable as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~2020:

June 30,
2020

December 31,
2019

March 31,
2021

December 31,
2020
Beginning Balance $ 550,000 $ 432,000 $ 64,000 $ 550,000
Proceeds from the issuance of convertible notes, net of issuance discounts —   —   —   —
Repayments —   —   —   (47,000 )
Conversion of notes payable into common stock —   (100,000 ) —   (548,000 )
Amortization of discounts —   62,000 34,000 50,000
Liquidated damages 7,000 134,000 —   (53,000 )
Debt settlement costs —   96,000
Accrued Interest 13,000 22,000 20,000 16,000
Convertible notes payable, net $ 570,000 $ 550,000 $ 118,000 $ 64,000

Convertible notes, short term $ 340,000 $ 340,000
Accrued interest and damages $ 230,000 $ 210,000
Debt discounts $ —   $ —

Convertible notes, long-term $ 1,000,000 $ 1,000,000
Accrued interest and damages, long-term 34,000 14,000
Debt discounts, long-term (916,000 ) (950,000 )
Long-term convertible notes payable, net $ 118,000 $ 64,000

NOTE 45 - ~~LONG TERM-DEBT~~DERIVATIVE LIABILITY

~~On May 12, 2020~~The Company determined that the ~~Company received~~conversion features of the long-term convertible notes payable represented embedded derivatives since the notes are convertible into a ~~Paycheck Protection Program loan~~variable number of shares upon conversion. Accordingly, the notes are not considered to be conventional debt and the embedded conversion feature is bifurcated from the ~~U.S. Small Business Administration in~~debt host and accounted for as a derivative liability. Accordingly, the ~~approximate~~fair value of these derivative instruments is recorded as liabilities on the balance sheet with the corresponding amount recorded as a discount to each note and any excess of the fair value of the derivative component over the face amount of ~~$71,000. The loan agreement provides for six months principal and interest deferral. The interest rate is 1%. Under~~ the ~~terms~~note recorded as an expense on the date of issuance. Discounts are amortized from the date of issuance to the maturity dates of the ~~loan, up to 100%~~notes. Fair value of derivative liabilities is evaluated at the ~~loan may be forgiven conditioned upon meeting certain requirements~~end of each reporting period with any change in value reported in other income or expenses on the statements of operations for the ~~use of funds. Any amount not forgiven must be repaid~~period.
The following table represents the Company's derivative liability activity for the three months ended March 31, 2021:

Three Months Ended
March 31,
2021
Derivative liability balance, December 31, 2020 $ 1,382,000
Issuance of derivative liability during the period —
Change in derivative liability during the period 104,000
Derivative liability balance, March 31, 2021 $ 1,486,000
The table below represents the average assumptions used in ~~eighteen monthly consecutive principal and interest payments beginning December 2020. As of June 30,~~valuing the derivative liability on March 31, 2021:
Three Months Ended
March 31,
2021
Expected life in years 4.52 – 4.65
Stock price volatility 185.15% - 185.67%
Risk free interest rate 0.35 %
Expected dividends —
Forfeiture rate —
11
SPYR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2021 AND 2020 ~~the balance due on this note was approximately $71,000.~~
(Unaudited)

NOTE 56 – COMMITMENTS AND CONTINGENCIES
Equity Line of Credit
The Company entered into a five-year Equity Line of Credit pursuant to an Equity Purchase Agreement with Brown Stone Capital, LP, dated September 30, 2020. Pursuant to the agreement, Brown Stone agreed to invest up to $14,000,000 to purchase the Company’s Common Stock, par value $0.0001 per share. The purchase price of the common shares is the lesser of the Fixed price or Market price. The Fixed price is $0.50 per share in years 1 and 2, after the effectiveness of a registration statement, and $1.00 per share in years 3, 4 and 5 after the effectiveness of this registration statement. The Market price is 70% of the three lowest Variable Weighted Average Price (“VWAP”) for the Company’s common stock during the 10-trading day period immediately prior to the conversion date. In addition, the Company and Brown Stone entered into a Registration Rights Agreement, whereby the Company agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, and applicable state securities laws, with respect to the shares of Common Stock issuable for Brown Stone’s investment pursuant to the Equity Purchase Agreement. As of March 31, 2021, no shares have been registered or sold pursuant to this agreement.

Operating Leases

The Company ~~leases~~leased approximately 5,169 square feet at 4643 South Ulster Street, Denver, Colorado pursuant to an amended lease dated May 21, ~~2015 and expiring on December 31, 2020.~~2015. Under the lease, the Company ~~pays~~paid annual base rent on an escalating scale ranging from $143,000 to $152,000. On May 1, 2020 and July 29, 2020, the Company entered into an amended lease ~~agreement~~agreements with its landlord. Under the terms of the ~~amendment,~~amendments, the landlord agreed to waive rent, certain rent adjustments and parking for the period April 1, 2020 through June 30, 2020 and extend the term of the lease by three months. On July 29, 2020, the Company entered into another amended lease agreement with its landlord. Under the terms of the amendment, the landlord agreed to waive rent, certain rent adjustments and parking for the period July 1, 2020 through August 31, 2020 and extend the term of the lease by ~~two~~five months. ~~As a result of these amendments, the~~The lease term date, which was December 31, 2020, ~~is now~~was changed to May 31, 2021. As of March 31, 2021, the company had approximately $41,000 in unpaid rent which was reported as part of accounts payable and accrued expenses in the accompanying condensed consolidated balance sheet as of March 31, 2021. On April 1, 2021, the Company entered into a lease termination and payment agreement with the landlord, pursuant to which the Company vacated and surrendered the premises to the landlord and the Company will pay approximately $67,000 over 18 months commencing April 1, 2021.
Effective March 1, 2021, the Company’s wholly owned subsidiary Applied Magix, entered into a 6-month lease for 2 workspace offices located at 1230 Rosecrans Ave, Manhattan Beach California. Under the lease, the Company pays monthly rent of $1,400.
Rent expense for the three months ended March 31, 2021 and 2020 was $26,000 and $37,000, respectively. In addition to the ~~due date of certain~~minimum basic rent, rent expense also includes approximately $1,000 per month for other ~~rent adjustments due April 8, 2020 was deferred. The rent adjustments of approximately $5,000 were due 50% on June 1, 2020 and 50% on July 1, 2020.~~items charged by the landlord in connection with rent.

Legal Proceedings

We are involved in certain legal proceedings that arise from time to time in the ordinary course of our business. Except for income tax contingencies, we record accruals for contingencies to the extent that our management concludes that the occurrence is probable and that the related amounts of loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred. Information about material legal proceedings follows:

11
~~SPYR, INC. AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~SIX MONTHS ENDED JUNE 30, 2020 AND 2019~~
~~(Unaudited)~~
Settlements

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.(“Defendants”). 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 alleged 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 alleged that Mr. Fiore and the Company unlawfully benefited through the sales of those securities. The Commission also alleged 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 sought 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.
12
SPYR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2021 AND 2020
(Unaudited)

Pursuant to a settlement agreement among the parties, on April 14, 2020, final judgment was entered in the case: Securities and Exchange Commission vs. Joseph A. Fiore, Berkshire Capital Management, Inc. and Eat at Joes, Inc., n/k/a SPYR, Inc., case number 7:18-cv-05474-KMK filed in the U.S. District Court for the Southern District of New York.

On April 23, 2020, Joseph Fiore/Berkshire Capital Management, Inc. satisfied the Company’s joint and several liability obligation by paying to the Commission the agreed upon sum of Two Million Dollars pursuant to a settlement agreement between Joseph Fiore/Berkshire Capital Management, Inc. and the Company, which settlement agreement was entered into on April 15, 2020. The Company has until April 14, 2021 to satisfy its remaining financial obligation to the Commission, an agreed upon civil penalty of Five Hundred Thousand Dollars ($500,000). The $500,000, ~~liability is~~together with accrued interest of $11,000, was reported as part of accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets as of ~~June 30, 2020 and December~~March 31, ~~2019 and was recorded as litigation settlement costs on the consolidated statements of operations on the Company’s form 10K for the year ended December 31, 2019.~~2021.

In electing to settle with the Commission, the Company neither admitted nor denied liability to any of the Commission’s allegations in its complaint, and in consideration for the Commission discontinuing its action, the Company, along with the two other defendants Joseph Fiore and Berkshire Capital Management agreed to be jointly and severally liable for disgorgement of profits and prejudgment interest in the amount of two million dollars, and to each be solely liable to pay a civil penalty in the amount of five hundred thousand dollars.^[1]
Subsequent to March 31, 2021, the Company borrowed $500,000 from a related party to pay its principal settlement liability with the Securities and Exchange Commission and has done so. The Company still owes to the SEC interest on the principal settlement amount in the approximate amount of $11,000 and has requested a final interest calculation from the Securities and Exchange Commission. Upon receipt thereof, the interest will be paid.

Judgments

On or about January 24, 2019, SPYR APPS, LLC entered into an agreement with one of its vendors, Shatter Storm Studios, to whom it owed $84,250 for artwork related to the Steven Universe game. Pursuant to the terms of that agreement, SPYR APPS, LLC needed to make payment in the amount of $85,000 to cover the principal owed and attorneys’ fees together plus 6% interest in that amount by December 1, 2019. Should SPYR APPS, LLC not make the required payment on or before December 1, 2019, it consented to entry of judgment in favor of Shatter Storm Studios for the amount owed. SPYR APPS, LLC did not make the payment and on January 27, 2020 Shatter Storm Studios initiated Case No. 1:200cv-00217 in the U.S. District Court for the District of Colorado seeking entry of the consent judgment against SPYR APPS, LLC. The judgment was not contested by SPYR APPS, LLC and judgment in the amount of $85,000 plus post judgment interest at the rate of 6% was entered on March 17, 2020. The $85,000 plus accrued interest and attorneys’ fees has been reported as part of accounts payable and accrued liabilities. The balance due as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 was approximately ~~$91,000~~$96,000 and ~~$90,000, respectively.~~
^[1] ~~In addition, an injunction was entered against the Company enjoined it from violating the antifraud, market manipulation, beneficial ownership reporting,~~$94,000, respectively and ~~other provisions~~is reported as part of ~~the federal securities laws charged in the SEC’s complaint.~~
12
~~SPYR, INC. AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~SIX MONTHS ENDED JUNE 30, 2020 AND 2019~~
~~(Unaudited)~~current liabilities of discontinued operations.

Covid-19

On January 30, 2020, the World Health Organization declared the coronavirus outbreak a "Public Health Emergency of International Concern" and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial effect will be to the company, the Company is anticipating potential reductions in revenue, labor and supply shortages, difficulty meeting debt covenants, delays in collecting accounts receivable and paying liabilities and changes in the fair value of assets and liabilities. Our concentrations due to major customers and the necessity for fund raising activities make it reasonably possible that we are vulnerable to the risk of a near-term severe impact.
[1] In addition, an injunction was entered against the Company enjoined it from violating the antifraud, market manipulation, beneficial ownership reporting, and other provisions of the federal securities laws charged in the SEC’s complaint.
13
SPYR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2021 AND 2020
(Unaudited)
Additionally, it is reasonably possible that estimates made in the financial statements have been, or will be, materially and adversely impacted in the near term as a result of these conditions, including potential credit losses on receivables and investments; impairment losses related to capitalized gaming assets and other long-lived assets; and contingent obligations.

NOTE 67 – EQUITY TRANSACTIONS

Common Stock:

~~Six~~Three Months Ended ~~June 30, 2019~~March 31, 2021

During the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2021, the Company issued an aggregate of ~~1,250,000~~1,400,000 shares of restricted common stock to employees and directors with a total fair value of ~~$131,000~~$215,000 for services rendered. The shares issued are non-refundable and deemed earned upon issuance. As a result, the Company expensed the entire ~~$131,000~~$215,000 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.

~~Six~~During the three months ended March 31, 2021, the Company issued an aggregate of 3,000,000 shares of registered common stock to third party service providers with a total fair value of $371,000. The shares issued are non-refundable and deemed earned upon issuance. As a result, the Company expensed the entire $371,000 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.
Three Months Ended ~~June 30,~~March 31, 2020

During the ~~six~~three months ended ~~June 30,~~March 31, 2020, the Company issued an aggregate of 1,250,000 shares of restricted common stock to employees with a total fair value of $25,000 for services rendered. The shares issued are non-refundable and deemed earned upon issuance. As a result, the Company expensed the entire $25,000 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.

Options:

The following table summarizes common stock options activity:
Weighted
Average
Exercise
Options Price
December 31, 2019 9,299,900 $ 0.57
Granted —   —
Exercised —   —
Expired (300,000 ) 1.00
Outstanding, June 30, 2020 8,999,900 $ 0.56
Exercisable, June 30, 2020 8,999,900 $ 0.56
Weighted
Average
Exercise
Options Price
December 31, 2020 5,799,900 $ 0.88
Granted —   —
Exercised —   —
Expired (420,000 ) 1.00
Outstanding, March 31, 2021 5,379,900 $ 0.87
Exercisable, March 31, 2021 5,379,900 $ 0.87

1314
SPYR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2021 AND 2020
(Unaudited)
The weighted average exercise prices, remaining lives for options granted, and exercisable as of March 31, 2021 were as follows:

Outstanding Options Exercisable Options
Options Weighted Weighted
Exercise Price Life Average Exercise Average Exercise
Per Share Shares (Years) Price Shares Price
$0.25 1,000,000 0.56 $0.25 1,000,000 $0.25
$0.50 1,300,000 1.05 $0.50 1,300,000 $0.50
$1.00 1,679,900 0.85 – 1.56 $1.00 1,679,900 $1.00
$1.50 1,400,000 2.05 $1.50 1,400,000 $1.50
5,379,900 $0.87 5,379,900 $0.87
On March 31, 2021, the Company’s closing stock price was $0.161 per share. As all outstanding options had an exercise price greater than $0.161 per share, there was no intrinsic value of the options outstanding as of March 31, 2021.
Warrants:
The following table summarizes common stock warrants activity:
Weighted
Average
Exercise
Warrants Price
Outstanding, December 31, 2020 11,100,000 $ 0.39
Granted —   —
Exercised —   —
Expired (2,400,000 ) 0.28
Outstanding, March 31, 2021 8,700,000 $ 0.42
Exercisable, March 31, 2021 8,700,000 $ 0.42
The weighted average exercise prices, remaining lives for warrants granted, and exercisable as of March 31, 2021, were as follows:
Outstanding and Exercisable Warrants
Warrants
Exercise Price Life
Per Share Shares (Years)
$0.25 4,500,000 0.05 – 4.65
$0.50 2,700,000 0.16 – 2.28
$0.75 1,250,000 0.16 – 2.58
$1.00 250,000 0.16
8,700,000
On March 31, 2021, the Company’s closing stock price was $0.161 per share. As all outstanding warrants had an exercise price greater than $0.161 per share, there was no intrinsic value of the warrants outstanding as of March 31, 2021.
Shares Reserved:
On March 31, 2021, the Company has reserved 80,000,000 shares of common stock in connection with convertible notes with detachable warrants, 100,000,000 shares of common stock in connection with shares underlying an equity line of credit and 3,500,000 shares of common stock underlying warrants issued in connection with the court approved settlement agreement for a total of 183,500,000 reserved shares of common stock.
15

SPYR, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
~~SIX~~THREE MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2021 AND 2020 ~~AND 2019~~
(Unaudited)
~~The weighted average exercise prices, remaining lives for options granted, and exercisable as of June 30, 2020 were as follows:~~

Outstanding Options Exercisable Options
Options Weighted Weighted
Exercise Price Life Average Exercise Average Exercise
Per Share Shares (Years) Price Shares Price
$0.50 8,000,000 0.17 $0.50 8,000,000 $0.50
$1.00 999,900 0.07 – 1.61 $1.00 999,900 $1.00
8,999,900 $0.56 8,999,900 $0.56
At June 30, 2020, the Company’s closing stock price was $0.05 per share. As all outstanding options had an exercise price greater than $0.05 per share, there was no intrinsic value of the options outstanding at June 30, 2020.
~~Warrants:~~
~~The following table summarizes common stock warrants activity:~~
Weighted
Average
Exercise
Warrants Price
Outstanding, December 31, 2019 9,000,000 $ 0.46
Granted —   —
Exercised —   —
Forfeited —   —
Outstanding, June 30, 2020 9,000,000 $ 0.46
Exercisable, June 30, 2020 9,000,000 $ 0.46
~~The weighted average exercise prices, remaining lives for warrants granted, and exercisable as of June 30, 2020, were as follows:~~
Outstanding and Exercisable Warrants
Warrants
Exercise Price Life
Per Share Shares (Years)
$ 0.01 600,000 0.50
$ 0.15 1,200,000 0.53
$ 0.25 1,000,000 3.03
$ 0.375 200,000 0.81
$ 0.40 1,200,000 0.53
$ 0.50 3,000,000 0.33 – 3.03
$ 0.625 100,000 0.81
$ 0.75 1,250,000 0.91 – 3.03
$ 1.00 250,000 0.91
$ 2.00 200,000 2.89
9,000,000
At June 30, 2020, the Company’s closing stock price was $0.05 per share. The Company had 600,000 warrants outstanding with exercise prices less than $0.01 with an intrinsic value of $24,000 at June 30, 2020.
14
~~SPYR, INC. AND SUBSIDIARIES~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~SIX MONTHS ENDED JUNE 30, 2020 AND 2019~~
~~(Unaudited)~~
~~Shares Reserved:~~
At June 30, 2020, the Company has reserved 30,000,000 shares of common stock in connection with 2 convertible notes with detachable warrants and 3,500,000 shares of common stock in connection with the court approved settlement agreement for a total of 33,500,000 reserved shares of common stock.

NOTE 78 – DISCONTINUED OPERATIONS

Restaurant

Through our other wholly owned subsidiary, E.A.J.: PHL Airport, Inc., we owned and operated the restaurant “Eat at Joe’s®,” which was located in the Philadelphia International Airport since 1997. Our lease in the Philadelphia Airport expired in April 2017. Concurrent with expiration of the lease the restaurant closed. Pursuant to current accounting guidelines, the restaurant segment is reported as discontinued operations.

The assets and liabilities of our discontinued restaurant ~~segment's discontinued~~ operations as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 consisted of $0 assets and $22,000 in accounts payable and accrued liabilities.

There were no operations for our discontinued restaurant ~~segment~~ during the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020.
Digital Media
Historically, through our wholly owned subsidiary, SPYR APPS^®, LLC, we engaged in the development, publication, and co-publication of mobile electronic games, seeking to generate revenue through those games by way of advertising and in-app purchases. All of our games had been removed from the game stores and the Company has decided not to continue this line of business. Pursuant to current accounting guidelines, the assets and liabilities of SPYR APPS LLC as well as the results of its operations were presented in these financial statements as discontinued operations.
The assets and liabilities of our discontinued digital media operations as of March 31, 2021 and December 31, 2020 were as follows:

March 31,
2021

December 31,
2020
Assets:
Accounts receivable, net $ 13,000 $ 13,000
Capitalized gaming assets and licensing rights, net 75,000 75,000
Total Assets $ 88,000 $ 88,000

Liabilities:
Accounts payable and accrued liabilities $ 757,000 $ 745,000
Total Liabilities $ 757,000 $ 745,000
The results of operations of our discontinued digital media operations for the three months ended March 31, 2021 and ~~2019.~~2020, included in the consolidated statements of operations as discontinued operations, consisted of the following:
Three months ended Three months ended
March 31, March 31,
2021 2020
Revenues: $ —   $ 3,000

Expenses
  Labor and related expenses —   8,000
  Other general and administrative —   23,000
    Total operating expenses —   31,000
    Operating loss —   (28,000 )

Other income (expense)
  Interest expense (12,000 ) (10,000 )
Loss on discontinued operations $ (12,000 ) $ (38,000 )
16
NOTE 89 – SUBSEQUENT EVENTS

~~On July 23, 2020, the Company amended the related party revolving line of credit from Berkshire Capital Management Co., Inc.~~Subsequent to ~~extend the due date to December~~March 31, ~~2020.~~
~~On May 1, 2020,~~2021, the Company entered into ~~an amended~~a lease termination and payment agreement with its ~~landlord. Under~~landlord, pursuant to which the ~~terms of~~Company vacated and surrendered the ~~amendment,~~premises to the landlord ~~agreed to waive rent, certain rent adjustments~~ and ~~parking for~~ the ~~period~~Company will pay approximately $67,000 over 18 months commencing April 1, ~~2020 through June 30, 2020 and extend the term of the lease by three months. On July 29, 2020,~~2021.
Subsequent to March 31, 2021, the Company ~~entered into another amended lease agreement~~borrowed $500,000 from a related party to pay its principal settlement liability with the Securities and Exchange Commission and has done so. The Company still owes to the SEC interest on the principal settlement amount in the approximate amount of $11,000 and has requested a final interest calculation from the Securities and Exchange Commission. Upon receipt thereof, the interest will be paid.
Subsequent to March 31, 2021, the Company filed paperwork to dissolve its ~~landlord. Under~~wholly owned subsidiary Branded Foods Concepts, Inc., a Nevada corporation. The dissolution is pending with the ~~terms~~Nevada Secretary of the amendment, the landlord agreed to waive rent, certain rent adjustments and parking for the period July 1, 2020 through August 31, 2020 and extend the term of the lease by two months. As a result of these amendments, the lease term date, which was December 31, 2020, is now May 31, 2021.State.

1517

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
��
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Condensed Consolidated Financial Statements and supplementary data referred to in this Form 10-Q.

This discussion contains forward-looking statements that involve risks and uncertainties. Such statements, which include statements concerning revenue sources and concentration, selling, general and administrative expenses and capital resources, are subject to risks and uncertainties, including, but not limited to, those discussed elsewhere in this Form 10-Q that could cause actual results to differ materially from those projected. Unless otherwise expressly indicated, the information set forth in this Form 10-Q is as of ~~June 30, 2020,~~March 31, 2021, and we undertake no duty to update this information.

Plan of Operations

Through our wholly owned subsidiary Applied Magix Inc., acquired October 20,2020, we are a registered Apple® developer, and reseller of Apple ecosystem compatible products with emphasis on the smart home market. As such, we are in the global “Internet of Things” (IoT) market, and more specifically, the segment of the market related to the development, manufacture and sale of devices and accessories specifically built on Apple’s HomeKit® framework. These products work within the Apple® HomeKit® ecosystem and are exclusive to the Apple market and its consumers. Through our wholly owned subsidiary SPYR APPS, LLC, d/b/a SPYR GAMES we develop, publish, and co-publish mobile games, and then generate revenue through those games by way of advertising and in-app purchases. Our primary focus moving forward is on the development and expansion of our ~~mobile games~~Apple compatible products and ~~applications.~~
During the past several years we have invested in the Company’s future by working closely with the development team at Spectacle Games to optimize game play and expand the availability of our game Pocket Starships to more users through new and existing game portals, social networking sites and app stores throughout the world. In Pocket Starships, players can build and pilot several ships and forge alliances on their quest for galactic domination. Players can perform or initiate various activities ranging from fighting pirates to participating in Faction Alerts.
~~In addition, working together with the development team at Reset Studios LLC, we developed~~ ~~Steven Universe~~~~: Tap Together, a new tapper game featuring characters and storylines from~~ ~~Steven Universe~~, ~~a popular animated television series on Cartoon Network~~. ~~Steven Universe~~: Tap Together was launched globally on the Google Play Store on August 2, 2018 and on the IOS App Store on August 9, 2018. As of December 31, 2019, the Cartoon Network license was terminated and the game was removed from the stores.devices.

Management’s plan for the next 12 months is to ~~seek~~execute on that plan by sourcing, reselling, manufacturing, developing, and obtain additional capital from outside investors for operations and expansion, including but not necessarily limited to refining and better monetizing Pocket Starships and seeking out and pursuing acquisition opportunities within and withoutselling the gaming space. We will also continue to utilize the services of game developers for further development, enhancement and maintenance of the games as needed to meet the needs of the users and maximize revenue into the future. In addition to our plans for Pocket Starships we will continue to seek additional games and apps to publish as we strive to broaden our rangeforegoing types of products, ~~and increase revenues and operating cash flows.~~including our proprietary branded products. We expect these marketing, development and expansion plans will be financed through existing cash, operating cash flows from game revenues, ~~shareholder loans~~ and other forms of financing such as the sale of additional equity and debt securities, capital leases and other credit facilities. The Company also plans to diversify, through acquisition or otherwise, in other unrelated business areas and is exploring opportunities to do so.

COMPARISON OF THE THREE MONTHS ENDED ~~JUNE 30,~~MARCH 31, 2021 TO 2020 ~~TO 2019~~

The consolidated results of continuing operations for the three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ are as follows:

Applied Magix Corporate Consolidated

For the Three Months Ended March 31, 2021
Revenues $ —   $ —   $ —
Related party service revenues —   —   —
Labor and related expenses (103,000 ) (386,000 ) (489,000 )
Rent (2,000 ) (26,000 ) (28,000 )
Depreciation and amortization (2,000 ) (1,000 ) (3,000 )
Professional fees (7,000 ) (422,000 ) (429,000 )
Research and development (4,000 ) —   (4,000 )
Other general and administrative (29,000 ) (17,000 ) (46,000 )
Operating loss (147,000 ) (852,000 ) (999,000 )

Interest Expense —   (102,000 ) (102,000 )
Gain on disposition of assets —   5,000 5,000
Change in Value of derivative liability —   (104,000 ) (104,000 )
Unrealized gain (loss) on trading securities —   1,000 1,000
Other expense —   (200,000 ) (200,000 )
Loss from continuing operations $ (147,000 ) $ (1,052,000 ) $ (1,199,000 )
1618

Digital Media Corporate Consolidated

Three Months Ended June 30, 2020
Revenues $ —   $ —   $ —
Related party service revenues —   —   —
Labor and related expenses —   (151,000 ) (151,000 )
Rent —   (28,000 ) (28,000 )
Depreciation and amortization —   (9,000 ) (9,000 )
Professional fees —   (11,000 ) (11,000 )
Research and development —   —   —
Other general and administrative (14,000 ) (55,000 ) (69,000 )
Operating loss (14,000 ) (254,000 ) (268,000 )

Interest Expense (11,000 ) (44,000 ) (55,000 )
Gain on disposition of assets —   1,000 1,000
SBA EIDL grant —   3,000 3,000
Unrealized gain (loss) on trading securities —   2,000 2,000
Other expense (11,000 ) (38,000 ) (49,000 )
Loss from continuing operations $ (25,000 ) $ (292,000 ) $ (317,000 )
Digital Media Corporate Consolidated Applied Magix Corporate Consolidated
Three Months Ended June 30, 2019
For the Three Months Ended March 31, 2020
Revenues $ 9,000 $ —   $ 9,000 $ —   $ —   $ —
Related party service revenues —   —   —   —   185,000 185,000
Labor and related expenses (48,000 ) (147,000 ) (195,000 ) —   (177,000 ) (177,000 )
Rent —   (36,000 ) (36,000 ) —   (37,000 ) (37,000 )
Depreciation and amortization (2,000 ) (9,000 ) (11,000 ) —   (10,000 ) (10,000 )
Professional fees —   (16,000 ) (16,000 ) —   (42,000 ) (42,000 )
Research and Development (9,000 ) —   (9,000 ) —   —   —
Other general and administrative (17,000 ) (67,000 ) (84,000 ) —   (62,000 ) (62,000 )
Operating loss (67,000 ) (275,000 ) (342,000 ) —   (143,000 ) (143,000 )

Interest Expense (10,000 ) (177,000 ) (187,000 ) —   (45,000 ) (45,000 )
Litigation settlement costs —   —   —
Unrealized loss on trading securities —   —   —   —   (1,000 ) (1,000 )
Other expense (10,000 ) (177,000 ) (187,000 ) —   (46,000 ) (46,000 )
Loss from continuing operations $ (77,000 ) $ (452,000 ) $ (529,000 ) $ —   $ (189,000 ) $ (189,000 )

17
Results of Operations

For the three months ended ~~June 30, 2020~~March 31, 2021 the Company had a loss from continuing operations of ~~$317,000~~$1,199,000 compared to a loss from continuing operations of ~~$529,000~~$189,000 for the three months ended ~~June 30, 2019.~~March 31, 2020. This change is due primarily to decreases in revenue of ~~$9,000,~~$185,000, and increases labor and related expenses of ~~$44,000,~~$312,000, professional fees of $387,000, research and development of $4,000, partially offset by decreases in rent of ~~$8,000,~~$9,000, depreciation and amortization of ~~$2,000, professional fees of $5,000, research~~$7,000, and ~~development of $9,000,~~ other general and administrative costs of ~~$15,000, and interest expense of $132,000~~$16,000 during the three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019.~~March 31, 2020. Other items contributing to the change included increases in interest expense of $57,000, gain on disposition of assets of ~~$1,000, SBA EIDL grant~~$5,000, change in value of ~~$3,000~~derivative liability of $104,000, and unrealized gain on trading securities of $2,000.

More detailed explanation of the three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~ changes are included in the following discussions.

Total Revenues - For the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the Company had total revenue of $0 and ~~$9,000,~~$185,000, respectively, for a decrease of ~~$9,000.~~$185,000. This change is due to ~~reduced games revenue.~~
the Company no longer providing professional services to related parties. Since March 31, 2020, the Company has not and does not anticipate that it will provide any further professional services to related parties. Our current business is focused on the development of our wholly owned subsidiary, Applied Magix. The Company ~~intends to utilize cash on hand, shareholder loans and other forms~~received its first order of ~~financing such~~inventory during late March 2021 consisting of Apple HomeKit products for resale by the company valued at approximately $25,000. These products are available for sale through its website at https://appliedmagix.com/shop/, as well as the ~~sale~~eBay Marketplace, Amazon Marketplace, and Walmart’s online marketplace. In addition, the Company has placed an order for approximately $33,000 of ~~additional equity~~Applied Magix branded products expected to arrive during the second quarter of this year and ~~debt securities, capital leases and other credit facilities~~has also paid a down payment in the amount of $32,500 for the development of Applied Magix proprietary products expected to conduct its ongoing business, and to also conduct strategic business development, marketing analysis, due diligence investigations into possible acquisitions, and software development costs and implementation of our business plans generally. The Company also plans to diversify, through acquisition or otherwise, in other unrelated business areas and is exploring opportunities to do so.be completed later this year.

Labor and related expenses include the costs of salaries, wages, leased employees, contract labor, and the fair value of common stock and options granted to employees and directors for services. For the three months ended ~~June 30,~~March 31, 2021 the company had total labor and related expenses of $489,000 with $214,000 being settled in cash, $60,000 in accrued salaries, and $215,000 being paid in restricted stock recorded at fair value. For the three months ended March 31, 2020 the company had total labor and related expenses of ~~$151,000~~$177,000 with ~~$51,000~~$66,000 being settled in cash, ~~and $100,000~~$86,000 in accrued ~~salaries. For the three months ended June 30, 2019 the company had total labor~~salaries, and ~~related expenses of $195,000 with $125,000~~$25,000 being ~~settled~~paid in ~~cash and $70,000 in accrued salaries.~~restricted stock recorded at fair value. The cost of labor is expected to increase in conjunction with expansion of operations.

19
The cost of rent decreased ~~$8,000~~$9,000 from ~~$36,000~~$37,000 for the three months ended ~~June 30, 2019~~March 31, 2020 to $28,000 for the three months ended ~~June 30, 2020.~~March 31, 2021. The Company ~~leases~~leased approximately 5,169 square feet at 4643 South Ulster Street, Denver, Colorado pursuant to an amended lease dated May 21, 2015 and expiring on December 31, 2020. Under the lease, the Company ~~pays~~paid annual base rent on an escalating scale ranging from $142,000 to $152,000. On May 1, 2020 and July 29, 2020, the Company entered into amended lease agreements with its landlord. Under the terms of the amendments, the landlord agreed to waive rent, certain rent adjustments and parking for the period April 1, 2020 through August 31, 2020 and extend the term of the lease by five months. The lease term date, which was December 31, 2020, ~~is now~~was changed to May 31, 2021. Subsequent to March 31, 2021, the Company entered into a lease termination and payment agreement with its landlord, pursuant to which the Company vacated and surrendered the premises to the landlord and the Company will pay approximately $67,000 over 18 months commencing April 1, 2021. In addition, effective March 1, 2021, the ~~due date~~Company’s wholly owned subsidiary Applied Magix, entered into a 6-month lease for 2 workspace offices located at 1230 Rosecrans Ave, Manhattan Beach California. Under the lease, the Company pays monthly rent of ~~certain other rent adjustments due April 8, 2020 was deferred. The rent adjustments of approximately $5,000 were due 50% on June 1, 2020 and 50% on July 1, 2020.~~$1,400.

Depreciation and amortization expenses decreased by approximately ~~$2,000~~$7,000 for the three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019.~~March 31, 2020. Depreciation and amortization expenses are attributable to depreciation of ~~the $225,000 of~~ property and equipment and amortization of ~~gaming~~intangible assets ~~and capitalized licensing rights~~ in service during respective periods. We expect depreciation and amortization expenses to increase in 2021 commensurate with the acquisition of additional property, equipment, and intangible assets in connection with our planned Applied Magix business operations.

Professional fees ~~decreased $5,000~~increased $387,000 from ~~$16,000~~$42,000 for the three months ended ~~June 30, 2019~~March 31, 2020 to ~~$11,000~~$429,000 for the three months ended ~~June 30, 2020.~~March 31, 2021. Of the $429,000, $58,000 was paid in cash for legal, accounting, and other professional service needs and $371,000 was paid in restricted stock recorded at fair value. Professional fees during the three months ended ~~June 30,~~March 31, 2020 included ~~$11,000 legal, accounting and other professional service needs. Professional fees during the three months ended June 30, 2019 included $15,000~~$41,000 in legal, accounting, and other professional service needs and $1,000 for public relations.

Research and development costs during the three months ended ~~June 30, 2019 included $9,000 in connection with fees paid to game developers for the development of its games,~~March 31, 2021 were $4,000, compared to research and development costs of $0 during the three months ended ~~June 30,~~March 31, 2020. Research and development costs are expected to increase as we develop our planned proprietary Apple HomeKit products.

Other general and administrative expenses decreased ~~$15,000~~$16,000 for the three months ended ~~June 30, 2020~~March 31, 2021 compared to the three months ended ~~June 30, 2019.~~March 31, 2020. The decrease can be attributed primarily to reductions in costs of insurance of $21,000, partially offset by increases in various other general and administrative cost $5,000.

The Company had interest expense on a related party line of credit, related party short-term advances, convertible notes payable and accrued expenses of ~~$55,000~~$102,000 for the three months ended ~~June 30, 2020.~~March 31, 2021. The company had interest expense on a related party line of credit, related party short-term advances, convertible notes payable and accrued expenses of ~~$187,000~~$45,000 for the three months ended ~~June 30, 2019.~~March 31, 2020.

The Company sold certain office equipment for ~~$5,000~~$8,000 which resulted in a gain on disposition of assets of ~~$1,000~~$5,000 for the three months ended ~~June 30,~~March 31, 2021. The Company did not have a corresponding gain for the three months ended March 31, 2020.

The Company ~~received~~recognized a ~~$3,000 Economic Injury Disaster Loan (EIDL) grant from~~gain on the ~~U.S. Small Business Administration during~~change in value of a derivative liability related to its long-term convertible notes payable in the amount of $104,000 for the three months ended ~~June 30, 2020.~~
18
March 31, 2021. The Company ~~had unrealized gains on trading securities of $2,000~~did not have a corresponding loss for the three months ended June 30, 2020 compared to unrealized gains of $0 for the three months ended June 30, 2019. Unrealized gains and losses are the result of fluctuations in the quoted market price of the underlying securities at the respective reporting dates.
~~COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2020 TO 2019~~
~~The consolidated results of continuing operations for the six months ended June 30, 2020 and 2019 are as follows:~~
Digital Media Corporate Consolidated

Six Months Ended June 30, 2020
Revenues $ 3,000 $ —   $ 3,000
Related party service revenues —   185,000 185,000
Labor and related expenses (8,000 ) (328,000 ) (336,000 )
Rent —   (65,000 ) (65,000 )
Depreciation and amortization —   (19,000 ) (19,000 )
Professional fees —   (53,000 ) (53,000 )
Research and development —   —   —
Other general and administrative (37,000 ) (117,000 ) (154,000 )
Operating loss (42,000 ) (397,000 ) (439,000 )

Interest Expense (21,000 ) (89,000 ) (110,000 )
Gain on disposition of assets —   1,000 1,000
SBA EIDL grant —   3,000 3,000
Unrealized gain (loss) on trading securities —   1,000 1,000
Other expense (21,000 ) (84,000 ) (105,000 )
Loss from continuing operations $ (63,000 ) $ (481,000 ) $ (544,000 )
Digital Media Corporate Consolidated
Six Months Ended June 30, 2019
Revenues $ 34,000 $ —   $ 34,000
Related party service revenues —   52,000 52,000
Labor and related expenses (98,000 ) (423,000 ) (521,000 )
Rent (1,000 ) (73,000 ) (74,000 )
Depreciation and amortization (4,000 ) (18,000 ) (22,000 )
Professional fees —   (66,000 ) (66,000 )
Research and Development (26,000 ) —   (26,000 )
Other general and administrative (35,000 ) (129,000 ) (164,000 )
Operating loss (130,000 ) (657,000 ) (787,000 )

Interest Expense (19,000 ) (171,000 ) (190,000 )
Unrealized loss on trading securities —   (2,000 ) (2,000 )
Other expense (19,000 ) (173,000 ) (192,000 )
Loss from continuing operations $ (149,000 ) $ (830,000 ) $ (979,000 )
19
~~Results of Operations~~
For the six months ended June 30, 2020 the Company had a loss from continuing operations of $544,000 compared to a loss from continuing operations of $979,000 for the six months ended June 30, 2019. This change is due primarily to increases in revenue of $102,000 and decreases in labor and related expenses of $185,000, rent of $9,000, depreciation and amortization of $3,000, professional fees of $13,000, research and development of $26,000, other general and administrative costs of $10,000 and interest of $80,000 during the six months ended June 30, 2020 compared to the six months ended June 30, 2019. Other items contributing to the change included increases in gain on disposition of assets of $1,000, SBA EIDL grant of $3,000 and unrealized gain on trading securities of $3,000.
~~More detailed explanation of the six months ended June 30, 2020 and 2019 changes are included in the following discussions.~~
Total Revenues - For the six months ended June 30, 2020 and 2019, the Company had total revenue of $188,000 and $86,000, respectively, for an increase of $102,000. This change is primarily due to increased related party service revenues, partially offset by reduced games revenues.
Related Party Service Revenues - During the six months ended June 30, 2020 and 2019, the Company received $185,000 and $52,000, respectively, in revenue for professional services rendered to related parties. During 2020, the Company received $185,000 in revenue for professional services rendered to Berkshire Capital Management Co., Inc, a company controlled by Joseph Fiore, majority shareholder and former chairman of the board of directors of the Company. During 2019, the Company, received $52,000 in revenue for professional services rendered to a related Limited Liability Company whose managers are also officers of SPYR, Inc. and whose majority owner is Berkshire Capital Management Co., Inc.
~~Games Revenues – During the six months ended June 30, 2020 and 2019, the Company received $3,000 and $34,000, respectively in revenue from games.~~
The Company intends to utilize cash on hand, shareholder loans and other forms of financing such as the sale of additional equity and debt securities, capital leases and other credit facilities to conduct its ongoing business, and to also conduct strategic business development, marketing analysis, due diligence investigations into possible acquisitions, and software development costs and implementation of our business plans generally. The Company also plans to diversify, through acquisition or otherwise, in other unrelated business areas and is exploring opportunities to do so.
Labor and related expenses include the costs of salaries, wages, leased employees, contract labor, and the fair value of common stock and options granted to employees for services. For the six months ended June 30, 2020 the company had total labor and related expenses of $336,000 with $125,000 being settled in cash and $186,000 in accrued salaries and $25,000 being paid in restricted stock recorded at fair value. For the six months ended June 30, 2019 the company had total labor and related expenses of $521,000 with $252,000 being settled in cash, $138,000 in accrued salaries and $131,000 being paid in restricted stock and vesting of options recorded at fair value. The cost of labor is expected to increase in conjunction with expansion of the digital media operations.
The cost of rent decreased $9,000 from $74,000 for the six months ended June 30, 2019 to $65,000 for the six months ended June 30, 2020. The Company leases approximately 5,169 square feet at 4643 South Ulster Street, Denver, Colorado pursuant to an amended lease dated May 21, 2015 and expiring on DecemberMarch 31, 2020. Under the lease, the Company pays annual base rent on an escalating scale ranging from $142,000 to $152,000. On May 1, 2020 and July 29, 2020, the Company entered into amended lease agreements with its landlord. Under the terms of the amendments, the landlord agreed to waive rent, certain rent adjustments and parking for the period April 1, 2020 through August 31, 2020 and extend the term of the lease by five months. The lease term date, which was December 31, 2020, is now May 31, 2021. In addition, the due date of certain other rent adjustments due April 8, 2020 was deferred. The rent adjustments of approximately $5,000 were due 50% on June 1, 2020 and 50% on July 1, 2020.
Depreciation and amortization expenses decreased by approximately $3,000 for the six months ended June 30, 2020 compared to the six months ended June 30, 2019. Depreciation and amortization expenses are attributable to depreciation of the $225,000 of property and equipment and amortization of gaming assets and capitalized licensing rights in service during respective periods.
Professional fees decreased $13,000 from $66,000 for the six months ended June 30, 2019 to $53,000 for the six months ended June 30, 2020. Professional fees during the six months ended June 30, 2020 included $52,000 legal, accounting and other professional service needs and $1,000 for public relations. Professional fees during the six months ended June 30, 2019 included $59,000 in legal, accounting and other professional service needs and $7,000 for public relations.
20
Research and development costs during the six months ended June 30, 2019 included $26,000 in connection with fees paid to game developers for the development of its games, compared to research and development costs of $0 during the six months ended June 30, 2020.
~~Other general and administrative expenses decreased $10,000 for the six months ended June 30, 2020 compared to the six months ended June 30, 2019.~~
The Company had interest expense on a related party line of credit, related party short-term advances, convertible notes payable and accrued expenses of $110,000 for the six months ended June 30, 2020. The company had interest expense on a related party line of credit, related party short-term advances, convertible notes payable and accrued expenses of $190,000 for the six months ended June 30, 2019. In addition, pursuant to an amended convertible note whereby the note holder agreed to waive any prior alleged or actual defaults under the note, the Company recorded a reversal of previously reported default interest and penalties of $87,000 during the six months ended June 30, 2019.
~~The Company sold certain office equipment for $5,000 which resulted in a gain on disposition of assets of $1,000 for the six months ended June 30, 2020.~~
~~The Company received a $3,000 Economic Injury Disaster Loan (EIDL) grant from the U.S. Small Business Administration during the for the six months ended June 30,~~ 2020.

The Company had unrealized gains on trading securities of $1,000 for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 compared to unrealized losses of ~~$2,000~~$1,000 for the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020. Unrealized gains and losses are the result of fluctuations in the quoted market price of the underlying securities at the respective reporting dates.

LIQUIDITY AND CAPITAL RESOURCES

The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

The Company has generated a net loss ~~from continuing operations~~ for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 of ~~$544,000.~~$1,211,000 and utilized cash in operations of $369,000. As of ~~June 30, 2020,~~March 31, 2021, the Company had current assets of ~~$31,000,~~$340,000, which included cash and cash equivalents of ~~$13,000, accounts receivable of $14,000,~~$222,000, prepaid expenses of ~~$2,000 and~~$78,000, inventory of $25,000, trading securities of ~~$2,000.~~$2,000, and current assets of discontinued operations of $13,000.

During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, the Company has met its capital requirements through a combination of collection of ~~revenues and accounts receivable,~~receivables, proceeds from ~~the proceeds of~~ SBA PPP note payable, ~~and SBA EIDL grant, and~~ from the sale of certain office ~~equipment.~~equipment, and through the use of existing cash reserves.
20
The Company currently does not have sufficient cash and liquidity to meet its anticipated working capital for the next twelve months. The Company ~~expects future development and expansion~~ will ~~be financed~~continue to seek additional capital through ~~cash flows from operations and other forms of financing such as~~ the sale of ~~additional equity~~its common stock, debt financing and ~~debt securities, capital leases~~through expansion of its existing and ~~other credit facilities.~~ new products. If ~~our sales~~these goals ~~for our products~~ do not materialize as planned, we believe that the Company can reduce its operating and product development costs and that would allow us to maintain sufficient cash levels to continue operations. However, if we are not able to achieve profitable operations at some point in the future, we may have insufficient working capital to maintain our operations as we presently intend to conduct them or to fund our expansion, marketing, and product development plans. There can be no assurance that we will be able to obtain such financing on acceptable terms, or at all.

The Company may also decide to expand and/or diversify, through acquisition or otherwise, in other related or unrelated business areas if opportunities present themselves.

Operating Activities - For the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, the Company used cash in operating activities of ~~$71,000.~~$369,000. For the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, the Company ~~used~~provided cash in operating activities of ~~$490,000.~~$5,000. Operating activities consist of corporate overhead and development of ~~our mobile games and applications. Decreases~~Applied Magix products. Increases are due to ~~a combination of increased revenues and decreases~~increases in cash-paid operating expenses. See the above results of operations discussion for more details.

Investing Activities - During the ~~six~~three months ended ~~June 30,~~March 31, 2021, the Company sold property and equipment for $8,000. During the three months ended March 31, 2020, the Company purchased property and equipment for $5,000 and sold property and equipment for ~~$5,000. The Company had no investing activities during the six months ended June 30, 2019.~~$1,000.

21
Financing Activities - During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, the Company borrowed ~~$71,000~~$73,000 from the U.S. Small Business Administration pursuant to the Paycheck Protection ~~Program and received a $3,000 Economic Injury Disaster Loan (EIDL) grant from~~Program. The Company had no financing activities for the ~~U.S. Small Business Administration.~~three months ended March 31, 2020.

Government Regulations - The Company is subject to all pertinent Federal, State, and Local laws governing its business. Each subsidiary is subject to licensing and regulation by a number of authorities in its State or municipality. These may include health, safety, and fire regulations. The Company's operations are also subject to Federal and State minimum wage laws governing such matters as working conditions, overtime, and tip credits.

Critical Accounting Policies - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 1 to the quarterly and annual Consolidated Financial Statements describes the significant accounting policies and methods used in the preparation of the Consolidated Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Consolidated Financial Statements.

~~Revenue Recognition~~
We determine revenue recognition by: (1) identifying the contract, or contracts, with our customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to performance obligations in the contract; and (5) recognizing revenue when, or as, we satisfy performance obligations by transferring the promised goods or services.
~~Game Revenues~~
Through our wholly owned subsidiary SPYR APPS, LLC, d/b/a SPYR GAMES, we develop, publish and co-publish mobile games, and then generate revenue through those games by way of advertising and in-app purchases. The Company’s dedicated mobile gaming applications can be downloaded through the app stores maintained by Apple and Google. The Company’s cross platform gaming application, which can be played on personal computers, Facebook and mobile devices, can be downloaded from the internet and Facebook as well as through the app stores maintained by Google and Amazon.
We operate our games as live services that allow players to play for free. Within these games players can purchase virtual items to enhance their game-playing experience. Our identified performance obligation is to display the virtual items within the game. Payment is required at time of purchase and the purchase price is a fixed amount.
Players can purchase our virtual items through various widely accepted payment methods offered in the games, including Apple iTunes accounts, Google Play accounts, Facebook local currency payments, PayPal and credit cards. Payments from players for virtual items are non-refundable and relate to non-cancellable contracts that specify our obligations.
For revenue earned through app stores, players utilize the app store’s local currency-based payments program to purchase virtual items in our games. For all payment transactions on these app store platforms, the app store remits to us 70% of the price we request to be charged to the player for each transaction, which represents the transaction price. We recognize revenue net of the amounts retained by the app stores for platform and payment processing fees.
~~Service Revenues~~
Our professional services arrangements are either fixed-fee billing or time-and-material billing arrangements. In fixed-fee billing arrangements, we agree to a predetermined fee for a predetermined set of professional services. We set the fee based upon our estimate of the time and costs necessary to complete the engagements. Under time-and-materials billing arrangements, the fee is based on the number of hours worked at the agreed upon billing rates. We recognize service revenue upon completion of the service.
Stock-Based Compensation

The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (FASB) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested, and the total stock-based compensation charge is recorded in the period of the measurement date.
The fair value of the Company's stock option and warrant grants is estimated using the Black-Scholes Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes Option Pricing model could materially affect compensation expense recorded in future periods.

21
The Company also issues restricted shares of its common stock for share-based compensation programs to employees and non-employees. The Company measures the compensation cost with respect to restricted shares to employees based upon the estimated fair value at the date of the grant and is recognized as expense over the period which an employee is required to provide services in exchange for the award. For non-employees, the Company measures the compensation cost with respect to restricted shares based upon the estimated fair value at measurement date which is either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete.
Derivative Financial Instruments
The Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes Option Pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. The Company's only derivative financial instruments were embedded conversion features associated with long-term convertible notes payable which contain certain provisions that allow for a variable number of shares on conversion.

Loss Contingencies

The Company is subject to various loss contingencies arising in the ordinary course of business. The Company considers the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as its ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. The Company regularly evaluates current information available to us to determine whether such accruals should be adjusted.

Recent Accounting Pronouncements

See Note 1 of the consolidated financial statements for discussion of recent accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Management of the Company is responsible for maintaining disclosure controls and procedures that are designed to ensure that financial information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized, and reported within the timeframes specified in the Securities and Exchange Commission’s rules and forms, consistent with Items 307 and 308 of Regulation S-K.

In addition, the disclosure controls and procedures must ensure that such financial information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.

As of ~~June 30, 2020,~~March 31, 2021, an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) was carried out under the supervision and with the participation of our Chief Executive Officer, Chief Financial Officer, and other persons carrying out similar functions for the Company. In making this assessment, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (Revised 2013) in Internal Control over Financial Reporting - Guidance for Smaller Public Companies. Based on the evaluation of the Company’s disclosure controls and procedures, Management concluded that during the period covered by this report, such disclosure controls and procedures were not effective, due to certain identified material weaknesses. These identified material weaknesses include, (i) insufficient accounting staff, (ii) inadequate segregation of duties, (iii) limited checks and balances in processing cash and other transactions, and (iv) the lack of independent ~~directors and independent~~ audit committee.
22
The Company is committed to improving its disclosure controls and procedures and the remediation of identified control weaknesses. As capital becomes available, Management plans to increase the accounting and financial reporting staff, add independent directors to the Board of Directors and establish an independent audit committee. We cannot provide assurance that these procedures will be successful in identifying material errors that may exist in the financial statements, nor can we make assurances that additional material weaknesses in its internal control over financial reporting will not be identified in the future.

The Company continues to employ and refine a structure in which critical accounting policies, issues and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, the Company evaluates and assesses its internal controls and procedures regarding its financial reporting as necessary and on an on-going basis.

Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of the prevention or detection of misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls Over Financial Reporting

The Company has no reportable changes to its internal controls over financial reporting for the period covered by this report.

The Company will continually enhance and test its internal controls over financial reporting on a continuing basis. Additionally, the Company’s management, under the control of its Chief Executive Officer and Chief Financial Officer, will increase its review of its disclosure controls and procedures on an ongoing basis. Finally, the Company plans to designate, in conjunction with its Chief Financial Officer, individuals responsible for identifying reportable developments and the process for resolving compliance issues related to them. The Company believes these actions will focus necessary attention and resources in its internal accounting functions.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Settlements

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.(“Defendants”). 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 alleged 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 alleged that Mr. Fiore and the Company unlawfully benefited through the sales of those securities. The Commission also alleged 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 sought 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.

Pursuant to a settlement agreement among the parties, on April 14, 2020, final judgment was entered in the case: Securities and Exchange Commission vs. Joseph A. Fiore, Berkshire Capital Management, Inc. and Eat at Joes, Inc., n/k/a SPYR, Inc., case number 7:18-cv-05474-KMK filed in the U.S. District Court for the Southern District of New York.

On April 23, 2020, Joseph Fiore/Berkshire Capital Management, Inc. satisfied the Company’s joint and several liability obligation by paying to the Commission the agreed upon sum of Two Million Dollars pursuant to a settlement agreement between Joseph Fiore/Berkshire Capital Management, Inc. and the Company, which settlement agreement was entered into on April 15, 2020. The Company has until April 14, 2021 to satisfy its remaining financial obligation to the Commission, an agreed upon civil penalty of Five Hundred Thousand Dollars ($500,000). The $500,000, ~~liability is~~together with accrued interest of $11,000, was reported as part of accounts payable and accrued liabilities on the accompanying condensed consolidated balance sheets as of ~~June 30, 2020 and December~~March 31, ~~2019 and was recorded as litigation settlement costs on the consolidated statements of operations on the Company’s form 10K for the year ended December 31, 2019.~~2021.
23
In electing to settle with the Commission, the Company neither admitted nor denied liability to any of the Commission’s allegations in its complaint, and in consideration for the Commission discontinuing its action, the Company, along with the two other defendants Joseph Fiore and Berkshire Capital Management agreed to be jointly and severally liable for disgorgement of profits and prejudgment interest in the amount of two million dollars, and to each be solely liable to pay a civil penalty in the amount of five hundred thousand dollars.^[2]
Subsequent to March 31, 2021, the Company borrowed $500,000 from a related party to pay its principal settlement liability with the Securities and Exchange Commission and has done so. The Company still owes to the SEC interest on the principal settlement amount in the approximate amount of $11,000 and has requested a final interest calculation from the Securities and Exchange Commission. Upon receipt thereof, the interest will be paid.

Judgments

On or about January 24, 2019, SPYR APPS, LLC entered into an agreement with one of its vendors, Shatter Storm Studios, to whom it owed $84,250 for artwork related to the Steven Universe game. Pursuant to the terms of that agreement, SPYR APPS, LLC needed to make payment in the amount of $85,000 to cover the principal owed and attorneys’ fees together plus 6% interest in that amount by December 1, 2019. Should SPYR APPS, LLC not make the required payment on or before December 1, 2019, it consented to entry of judgment in favor of Shatter Storm Studios for the amount owed. SPYR APPS, LLC did not make the payment and on January 27, 2020 Shatter Storm Studios initiated Case No. 1:200cv-00217 in the U.S. District Court for the District of Colorado seeking entry of the consent judgment against SPYR APPS, LLC. The judgment was not contested by SPYR APPS, LLC and judgment in the amount of $85,000 plus post judgment interest at the rate of 6% was entered on March 17, 2020. The $85,000 plus accrued interest and attorneys’ fees has been reported as part of accounts payable and accrued liabilities. The balance due as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 was approximately ~~$91,000~~$96,000 and ~~$90,000, respectively.~~$94,000, respectively and is reported as part of current liabilities of discontinued operations.

ITEM 1A. RISK FACTORS

Not applicable to smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None.

^[2] In addition, an injunction was entered against the Company enjoined it from violating the antifraud, market manipulation, beneficial ownership reporting, and other provisions of the federal securities laws charged in the SEC’s complaint.
2524

ITEM 6. EXHIBITS

The following exhibits are included as part of this report:
Exhibit
Number
Exhibit Description
3.1 Articles of Incorporation(1)
3.2 By-laws(1)
3.3 Amended Articles of Incorporation(1)
~~10.2~~10.1 Securities Purchase Agreement dated September 30, 2020 (1)
10.2 Exhibit A to Securities Purchase Agreement, Convertible Promissory Note dated September 30, 2020 (1)
10.3 Exhibit B to Securities Purchase Agreement, Stock Purchase Warrant dated September 30, 2020 (1)
10.4 Exhibit C to Securities Purchase Agreement, Registration Rights Agreement dated September 30, 2020 (1)
1410.5 Equity Purchase Agreement dated September 30, 2020 (1)
10.6 Registration Rights Agreement dated September 30, 2020 (1)
10.7 Stock Purchase Agreement for the acquisition of Applied Magix dated October 20, 2020 (1)
14 Code of Ethics(1)
21 Subsidiaries of the Company(1)
31*31** Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*32*** Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS** XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema Document
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF** XBRL Taxonomy Extension Definition Linkbase Document
101.LAB** XBRL Taxonomy Extension Label Linkbase Document
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document

**       Filed herewith
***       Furnished Herewith
(1)       Incorporated by reference.

2625

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: ~~August 14, 2020~~May 17, 2021
SPYR, INC.

By: /S/ James R. Thompson
James R. Thompson
President & Chief Executive Officer
(Principal Executive Officer)

By: /S/ Barry D. Loveless
Barry D. Loveless
Chief Financial Officer
(Principal Financial and Accounting Officer)



2726

SPYR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
For the Six Months Ended June 30, 2019
(Unaudited)

	Preferred Stock												Additional
	Class A				Class E				Common Stock				Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance at December 31, 2018		107,636	$	11		20,000	$	2		198,305,131	$	19,830	$	53,265,157	$	(55,951,000	)	$	(2,666,000	)
Fair value of common stock issued for employee compensation		—		—		—		—		1,250,000		125		130,875		—			131,000
Net loss		—		—		—		—		—		—		—		(450,000	)		(450,000	)
Balance at March 31, 2019		107,636		11		20,000		2		199,555,131		19,955		53,396,032		(56,401,000	)		(2,985,000	)
Fair value of common stock issued for conversion of notes payable		—		—		—		—		500,000		50		49,950		—			50,000
Net loss		—		—		—		—		—		—		—		(529,000	)		(529,000	)
Balance at June 30, 2019		107,636	$	11		20,000	$	2		200,055,131	$	20,005	$	53,445,982	$	(56,930,000	)	$	(3,464,000	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

SPYR, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	For the Six Months Ended June 30,
	2020			2019

Cash Flows From Operating Activities:
Net loss	$	(544,000	)	$	(979,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		19,000			22,000
Common stock issued for employee compensation		25,000			131,000
Amortization of debt discounts on convertible notes payable		—			62,000
SBA EIDL grant		(3,000	)
Unrealized (gain) loss on trading securities		(1,000	)		2,000
Changes in operating assets and liabilities:
Decrease in accounts receivables		63,000			38,000
Decrease in prepaid expenses		13,000			3,000
(Increase) Decrease in operating lease right-of-use asset		20,000			(4,000	)
Increase in accounts payable and accrued liabilities		249,000			39,000
Increase in accrued interest on short-term advances - related party		34,000			16,000
Increase in accrued interest on line of credit - related party		34,000			33,000
Increase in accrued interest and liquidated damages on convertible notes		20,000			147,000
Net Cash Used in Operating Activities		(71,000	)		(490,000	)

Cash Flows From Investing Activities:
Purchase of property and equipment		(5,000	)		—
Sale of property and equipment		5,000			—
Net Cash Used in Investing Activities		—			—

Cash Flows From Financing Activities:
Proceeds from short-term advances - related party		—			489,000
Proceeds from SBA EIDL grant		3,000			—
Proceeds from SBA PPP note payable		71,000			—
Net Cash Provided by Financing Activities		74,000			489,000

Net increase (decrease) in Cash		3,000			(1,000	)
Cash and cash equivalents at beginning of period		10,000			24,000
Cash and cash equivalents at end of period	$	13,000		$	23,000

Supplemental Disclosure of Interest and Income Taxes Paid:
Interest paid during the period	$	1,000		$	—
Income taxes paid during the period	$	—		$	—

Supplemental Disclosure of Non-cash Investing and Financing Activities:
Partial conversion of notes payable to common stock	$	—		$	50,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

	June 30, 2020		December 31, 2019

Game revenue due from in app purchases,
net of app store fees and allowance for doubtful accounts	$	14,000	$	27,000
Game revenue due from in app advertising		—		—
Related party professional service revenues		—		50,000
Other Receivables		—		—
Total Accounts Receivable	$	14,000	$	77,000

	Net Revenue %					Gross Accounts Receivable
	Six Months Ended June 30,		Six Months Ended June 30,			As of June 30,		As of December 31,
	2020		2019			2020		2019
Customer A	0	%	60	%	$	—	$	—
Customer B	98	%	0	%		—		50,000
Total	98	%	60	%	$	—	$	50,000

	Three Months Ended March 31,
	2021
Derivative liability balance, December 31, 2020	$	1,382,000
Issuance of derivative liability during the period		—
Change in derivative liability during the period		104,000
Derivative liability balance, March 31, 2021	$	1,486,000

	Three Months Ended March 31,
	2021
Expected life in years		4.52 – 4.65
Stock price volatility		185.15% - 185.67%
Risk free interest rate		0.35	%
Expected dividends		—
Forfeiture rate		—

				Weighted
				Average
				Exercise
	Options			Price
December 31, 2019		9,299,900		$	0.57
Granted		—			—
Exercised		—			—
Expired		(300,000	)		1.00
Outstanding, June 30, 2020		8,999,900		$	0.56
Exercisable, June 30, 2020		8,999,900		$	0.56


	Outstanding Options			Exercisable Options
Options			Weighted		Weighted
Exercise Price		Life	Average Exercise		Average Exercise
Per Share	Shares	(Years)	Price	Shares	Price
$0.25	1,000,000	0.56	$0.25	1,000,000	$0.25
$0.50	1,300,000	1.05	$0.50	1,300,000	$0.50
$1.00	1,679,900	0.85 – 1.56	$1.00	1,679,900	$1.00
$1.50	1,400,000	2.05	$1.50	1,400,000	$1.50
	5,379,900		$0.87	5,379,900	$0.87

	Outstanding and Exercisable Warrants
Warrants
Exercise Price		Life
Per Share	Shares	(Years)
$0.25	4,500,000	0.05 – 4.65
$0.50	2,700,000	0.16 – 2.28
$0.75	1,250,000	0.16 – 2.58
$1.00	250,000	0.16
	8,700,000

	March 31, 2021		December 31, 2020
Assets:
Accounts receivable, net	$	13,000	$	13,000
Capitalized gaming assets and licensing rights, net		75,000		75,000
Total Assets	$	88,000	$	88,000

Liabilities:
Accounts payable and accrued liabilities	$	757,000	$	745,000
Total Liabilities	$	757,000	$	745,000

	Three months ended			Three months ended
	March 31,			March 31,
	2021			2020
Revenues:	$	—		$	3,000

Expenses
Labor and related expenses		—			8,000
Other general and administrative		—			23,000
Total operating expenses		—			31,000
Operating loss		—			(28,000	)

Other income (expense)
Interest expense		(12,000	)		(10,000	)
Loss on discontinued operations	$	(12,000	)	$	(38,000	)

	Applied Magix			Corporate			Consolidated

For the Three Months Ended March 31, 2021
Revenues	$	—		$	—		$	—
Related party service revenues		—			—			—
Labor and related expenses		(103,000	)		(386,000	)		(489,000	)
Rent		(2,000	)		(26,000	)		(28,000	)
Depreciation and amortization		(2,000	)		(1,000	)		(3,000	)
Professional fees		(7,000	)		(422,000	)		(429,000	)
Research and development		(4,000	)		—			(4,000	)
Other general and administrative		(29,000	)		(17,000	)		(46,000	)
Operating loss		(147,000	)		(852,000	)		(999,000	)

Interest Expense		—			(102,000	)		(102,000	)
Gain on disposition of assets		—			5,000			5,000
Change in Value of derivative liability		—			(104,000	)		(104,000	)
Unrealized gain (loss) on trading securities		—			1,000			1,000
Other expense		—			(200,000	)		(200,000	)
Loss from continuing operations	$	(147,000	)	$	(1,052,000	)	$	(1,199,000	)

	Digital Media			Corporate			Consolidated

Three Months Ended June 30, 2020
Revenues	$	—		$	—		$	—
Related party service revenues		—			—			—
Labor and related expenses		—			(151,000	)		(151,000	)
Rent		—			(28,000	)		(28,000	)
Depreciation and amortization		—			(9,000	)		(9,000	)
Professional fees		—			(11,000	)		(11,000	)
Research and development		—			—			—
Other general and administrative		(14,000	)		(55,000	)		(69,000	)
Operating loss		(14,000	)		(254,000	)		(268,000	)

Interest Expense		(11,000	)		(44,000	)		(55,000	)
Gain on disposition of assets		—			1,000			1,000
SBA EIDL grant		—			3,000			3,000
Unrealized gain (loss) on trading securities		—			2,000			2,000
Other expense		(11,000	)		(38,000	)		(49,000	)
Loss from continuing operations	$	(25,000	)	$	(292,000	)	$	(317,000	)


Exhibit Number	Exhibit Description
3.1	Articles of Incorporation(1)
3.2	By-laws(1)
3.3	Amended Articles of Incorporation(1)
~~10.2~~10.1	Securities Purchase Agreement dated September 30, 2020 (1)
10.2	Exhibit A to Securities Purchase Agreement, Convertible Promissory Note dated September 30, 2020 (1)
10.3	Exhibit B to Securities Purchase Agreement, Stock Purchase Warrant dated September 30, 2020 (1)
10.4	Exhibit C to Securities Purchase Agreement, Registration Rights Agreement dated September 30, 2020 (1)
1410.5	Equity Purchase Agreement dated September 30, 2020 (1)
10.6	Registration Rights Agreement dated September 30, 2020 (1)
10.7	Stock Purchase Agreement for the acquisition of Applied Magix dated October 20, 2020 (1)
14	Code of Ethics(1)
21	Subsidiaries of the Company(1)
3131*	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
3232**	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

	SPYR, INC.

	By:	/S/ James R. Thompson
		James R. Thompson
		President & Chief Executive Officer
		(Principal Executive Officer)

	By:	/S/ Barry D. Loveless
		Barry D. Loveless
		Chief Financial Officer
		(Principal Financial and Accounting Officer)