13 Sept 2011business combination▼ Bad
A third rewrite of the December 2010 merger disclosure, nine months after the deal closed -- the company still could not describe its own reverse merger to the SEC's satisfaction.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
30 Aug 2011capital raising announcement▼ Bad
Raised $455,000 through 14%-interest Convertible Promissory Notes (4-month maturity) plus warrants -- a short-term, high-cost bridge loan.
1 July 2011business combination● Neutral
A second full rewrite of the same reverse-merger report, this time adding audited 2009 and 2010 accounts for the convention business the shell had bought and putting the post-deal share count at 34,687,735.
31 May 2011director officer appointment● Neutral
Put founder and chief executive Gareb Shamus onto a formal employment contract, with a director agreement, indemnity, non-compete and 150,000 options -- regularising the position of the man who had taken control of the shell in the December 2010 reverse merger.
26 May 2011director officer appointment● Neutral
Appointed John D. Maatta, a media lawyer, to the board on the standard 150,000-option package; he would take over as chief executive five years later and still be running the company when it pivoted to crypto mining.
13 May 2011director officer appointment● Neutral
Appointed John Macaluso to the board on the same standard 150,000-option package; within ten months he would be running the company.
12 May 2011director officer appointment● Neutral
Adopted a 2011 incentive plan reserving 3,000,000 shares for options and restricted stock to directors, officers, consultants and employees -- the vehicle through which most of the company's equity was handed out over the following decade.
9 May 2011director officer appointment● Neutral
Added Greg Suess, a Beverly Hills entertainment lawyer and talent manager, to the board with 150,000 options vesting over three years -- the first of four directors recruited in a single month as the comic-convention business took shape.
25 Apr 2011capital raising announcement● Neutral
As newly renamed Wizard World, Inc., raised $575,000 in a private placement of Series A Cumulative Convertible Preferred Stock plus warrants -- early funding for the comic-convention events business.
25 Mar 2011financial restatement● Neutral
Wizard World's board concluded that KTC Corp.'s and its predecessor's earliest financial statements needed to be restated to properly reflect the reverse-merger recapitalization accounting -- a technical fix, not a business or fraud issue.
25 Mar 2011director officer appointment● Neutral
Made Michael Mathews chairman on a $20,000-per-quarter stipend and, on the same day, hired him separately as a consultant to build the company's digital business, paying him 1,000,000 restricted shares over four years. His children's trust would put $250,000 of cash in nine months later.
18 Mar 2011late filing notice▼ Bad
Prairie Operating Co. notified the SEC that its quarterly report would be filed late.
23 Feb 2011auditor change▼ Bad
An amendment corrected the prior week's auditor-change filing: Seale & Beers' audit reports had in fact included a going-concern qualification (the company had no revenue and an accumulated deficit), not the clean opinion originally stated. Li & Company was engaged as the new auditor.
18 Feb 2011business combination● Neutral
Rewrote the December 2010 reverse-merger report in full, spelling out for the first time that 33,430,107 shares -- about 96.4% of the company -- went to Kick the Can's owners and that $775,000 of preferred stock was sold at closing. This was the first of eight successive rewrites of the same disclosure.
8 Feb 2011auditor change● Neutral
The newly renamed company (Wizard World) dismissed Seale & Beers as its auditor, describing the prior audit reports as clean.
13 Jan 2011business combination● Neutral
An amendment to the change-of-control information statement was filed, updating the required disclosures ahead of the new board taking office.
23 Dec 2010securities registration● Neutral
Prairie Operating Co. filed notice of an exempt private placement.
20 Dec 2010business combination● Neutral
The company filed the required information statement disclosing the incoming board slate that would take control following the reverse merger, per SEC rules governing changes of control outside a shareholder vote.
15 Dec 2010late filing notice▼ Bad
Prairie Operating Co. notified the SEC that its quarterly report would be filed late.
14 Dec 2010business combination▲ GoodMajor
The reverse merger closed: Kick the Can Corp. became a wholly owned subsidiary, Gareb Shamus took over as CEO and Chairman, and the shell (still legally GoEnergy at this point, soon renamed Wizard World) fully adopted KTC's pop-culture convention business -- Comic-Con-style events across North America.
16 Nov 2010debt financing▲ GoodMajor
GoEnergy agreed to reverse-merge with Kick the Can Corp. (KTC), a newly formed producer of pop-culture and comic-book conventions, issuing 95.5% of its stock to KTC's owners and cancelling the prior majority holder's shares -- GoEnergy's pivot away from oil and gas into live entertainment. It also issued $200,000 in bridge notes to fund the transition.
29 Oct 2010late filing notice▼ Bad
Prairie Operating Co. notified the SEC that its annual report would be filed late.
17 Mar 2010late filing notice▼ Bad
Prairie Operating Co. notified the SEC that its quarterly report would be filed late.
16 Dec 2009late filing notice▼ Bad
Prairie Operating Co. notified the SEC that its quarterly report would be filed late.
28 Oct 2009late filing notice▼ Bad
Prairie Operating Co. notified the SEC that its annual report would be filed late.
23 Sept 2009auditor change▼ BadMajor
GoEnergy's second amendment to its auditor-change disclosure revealed that the outgoing firm, Moore & Associates Chartered, had its PCAOB registration revoked on August 27, 2009 for rule violations and non-cooperation with a Board investigation -- a real red flag about the reliability of the company's own pre-2009 audits, even though GoEnergy itself was not accused of wrongdoing.
6 Aug 2009auditor change● Neutral
GoEnergy filed a technical amendment restating the same auditor-change disclosure from the day before, with no new substance.
5 Aug 2009auditor change● Neutral
GoEnergy, Inc. (a small Delaware oil/gas shell, this registrant's earliest identity in our records) dismissed its auditor Moore & Associates Chartered and hired Seale and Beers, CPAs -- a clean handoff with no disagreements.
15 June 2009late filing notice▼ Bad
Prairie Operating Co. notified the SEC that its quarterly report would be filed late.
15 Oct 2008director interest notice● Neutral
Fields Terry R became a Prairie Operating Co. CEO and CFO and company insider (initial ownership filing).