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 It is the last substantive thing Surge filed; its registration was revoked in 2019.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.