Each one in plain English, with the numbers worked through for a shareholder.
23 Dec 2015financial restatement▼ BadMajor
The regulator barred Peter Messineo from practising before it, which retrospectively voided Surge's 2013 and 2014 audits and left the company unable to rely on two years of its own accounts. Not Surge's own error this time, but the consequence of a decade of choosing the cheapest available auditor. It is the last substantive thing Surge filed; its registration was revoked in 2019.
William A. Fitzgerald resigned as director and senior vice president, two years after his family bought control, leaving Schloss signing the filings again.
Surge issued 500,000 shares at $0.50 plus warrants - $250,000 of stock - to acquire investment units in Fitzgerald Energy II and III, and states in the same filing that those units are worth under $20,000. Value moving out of the company towards its controlling family's vehicles, disclosed plainly and worth reading twice.
Carol Fitzgerald resigned as secretary ten months after the family took control, while Surge announced a Miami office for "international operations" and two new appointments. The filing tags the resignation as a change in control of the registrant, which it is not.
Under its new owners Surge bought a 32% working interest in two producing wells on 170 acres in Muhlenberg County, Kentucky for $211,300 - about five barrels a day net. Real production for the first time in the company's history, and a rounding error next to what it once claimed.
Surge dismissed DKM after the merged firm split up again and followed Messineo to his new practice - the fourth auditor movement in five years, all within the same small Florida circle.
Auditor Peter Messineo merged his practice into Drake and Klein, so the audit moved with him. His last report had again warned about the company's ability to continue.
Control of Surge changed hands for $350,000: the Fitzgerald family and Clark Morton bought 140 million new shares, taking about 77% between them, with the Fitzgeralds taking officer roles. Surge's one remaining asset of substance - about 2.9 million Andora shares - was ring-fenced in a subsidiary that could not be sold before 2014, which is the clearest sign of what the buyers were actually acquiring: a listed shell with a protected legacy holding.
19 June 2012director officer appointment▼ BadMajor
Surge went back to Asher for another 8% convertible note, $60,000 for $57,000 net, with a 22% default rate - the same lender and the same terms it had just escaped four months earlier.
The Asher convertible note was terminated - Surge got out of the toxic loan before its conversion feature could bite, which for a shell with almost no cash was the better outcome.
Surge dealt with the $300,000 it had sunk into the Pawnee County wells, which were never going to repay it through production as the Mandalay settlement envisaged. The Oklahoma venture, like the Nevada one, produced nothing.
Surge borrowed $45,000 from Asher Enterprises on an 8% note convertible at a 40% discount to the lowest recent trading prices - the classic toxic convertible, whose conversion price falls as the shares fall. A company that once raised $1.8 million at $1.50 was now funding itself in $45,000 instalments on those terms.
27 Jan 2011asset acquisition disposition▼ BadMajor
The SEC-Compliance purchase was unwound three months after it closed, effective 31 December 2010: founder David McGuire resigned from the board, returned his 5,000,000 shares for cancellation and took the business and its liabilities back. Surge paid him a further $10,000 and said it expected to recover the roughly $95,000 already paid out of shares in another company due to it under the rescission.
Schloss's contract was extended four months, with $10,000 of salary payable in Andora shares and his own cash loans to Surge convertible into Andora shares at $0.60. The chief executive was lending the company money and being repaid in its last real holding.
Surge dismissed GBH CPAs, whose 2009 opinion had questioned whether the company could continue, and engaged sole practitioner Peter Messineo of Palm Harbor, Florida - a marked step down in the size of firm auditing the accounts.
Surge, an oil company, agreed to buy SEC-Compliance Inc - a two-month-old business that formats other companies' regulatory filings - for 5 million shares and $100,000, and hired its founder. This is not a pivot within the industry; it is abandoning it, and it would be unwound within four months.
Two settlements in one filing: Surge recovered $100,000 from insurer XL Specialty for legal costs in the Dynamo cases, and compromised with Mandalay over the Oklahoma equipment lease that had already failed to deliver. Surge's activity was now almost entirely litigation cleanup.
Surge settled Andora's indemnity claim over the old Dynamo Energy lawsuits for about C$600,000, paid by giving up 375,000 of its escrowed Andora shares. The 2004 Dynamo agreement that started Surge's oil career was still costing it shares six years later.
Surge paid $300,000 for a 75% interest until payout in four old wells on a 40-acre lease in Pawnee County, Oklahoma, with the money going straight to a contractor to rework them. A tiny, third-hand production deal for a company that once claimed 276 million barrels of reserves.
Surge sold 450,000 of its 11 Good Energy shares to Berndt for $450,000, booking a $346,500 gain, and in the same filing wrote down its Nevada prospect on revised production results. Selling the good investment to cover the failing one.
Surge settled its litigation with former director Daniel Schreiber and his company Granite Financial, closing out a run of disputes that also included a claim by former chief executive David Perez over indemnity for his legal costs, settled earlier in 2009. The board that ran Surge through the oil sands years had ended up suing it.
Surge pulled cash forward wherever it could, taking $297,057 to settle early a loan to 11 Good Energy, a company run by Frederick Berndt - the same man whose Bible Resources reverse merger created Surge in 2002 - and giving Berndt an option over Surge's 500,000 11 Good Energy shares.
Surge dismissed auditor RBSM and hired GBH CPAs of Houston, the first of what became five auditor changes in seven years. RBSM's 2006 opinion had already flagged doubt about the company surviving.
Surge tried to become an operator again on a much smaller scale, paying about $500,000 to Tetuan Resources for 2,500 acres of Nevada oil leases with an obligation to drill a test well by August 2009 and a $1.5 million cap on spending per well. From 86,400 acres of oil sands to a single wildcat in Nevada.
2 July 2008asset acquisition disposition▼ BadMajor
Surge sold what was left of Peace Oil - the shell of it, after Red Earth had gone - for C$13.1 million, mostly the cancellation of intercompany debt, against a cost base of C$14.5 million. A small loss, and the end of Surge's Canadian operating structure.
E. Jamie Schloss came back as both chief executive and finance chief on a guaranteed contract to April 2010, half his salary deferred into stock - one man running a company whose assets were now shares in Andora and North Peace. Surge also bought out a minority holder of Cold Flow preferred using North Peace shares as currency.
Surge sold its 17.52% of Cynthia Holdings back to the same related parties it bought from - Oromin, Irie Isle and director Chet Idziszek - for $600,000 cash and the return of a million Surge shares. The Argentine interest the 2002 reverse merger was built around was gone, six years on, without ever producing anything.
Surge's second restatement in under eighteen months, and this one costs real money: after taking KPMG's advice it found Canadian tax on the Peace Oil transactions was $3.6-5 million higher than the $1 million it had booked, forcing every 2007 quarter and the Red Earth pro formas to be redone. Much of the profit on Red Earth was never really there.