Business Context and Reporting Period
This Form 8-K is a current report filed by KSIX Media Holdings, Inc. (noting a discrepancy with the metadata company name "Surgepays, Inc." and the signature block "North American Energy Resources, Inc."). The report covers events occurring between January 4, 2016, and May 23, 2016, with the filing date listed as July 19, 2016. The registrant is incorporated in Nevada.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on non-cash transactions involving the issuance of common stock in exchange for services.
| Transaction Date | Counterparty | Shares Issued | Service Value | Implied Price/Share |
|---|---|---|---|---|
| Jan 4, 2016 | John E. Dolkart, Jr. (Legal) | 250,000 | $2,500 | $0.01 |
| Feb 1, 2016 | Ted D. Campbell II (Consulting) | 250,000 | $2,500 | $0.01 |
| Apr 5, 2016 | Hall Strategy, LLC (Consulting) | 1,000,000 | $10,000 | $0.01 |
| May 10, 2016 | Anthony P. Nuzzo Jr. (Consulting) | 1,000,000 | $10,000 | $0.01 |
| May 23, 2016 | Omnivance Advisors, Inc. (Consulting) | 240,000 | $2,400 | $0.01 |
| Total | 2,740,000 | $27,400 |
Material Changes
The primary material change reported is the dilution of existing shareholders through the issuance of 2,740,000 shares of Common Stock. These shares were issued to secure legal and consulting services rather than for cash proceeds. All issuances were approved by the Board of Directors via Written Consent and were exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
Guidance, Risks, and Unusual Items
- Unusual Items: The filing details a series of stock-for-service transactions where the implied valuation of the stock was consistently $0.01 per share. Several recipients (Ted D. Campbell II, Hall Strategy, Anthony P. Nuzzo Jr.) are identified as directors or sophisticated/accredited investors.
- Risks/Contingencies: The filing notes that the stock issued is restricted in accordance with Rule 144. There is no forward-looking guidance or management commentary regarding future operations or financial outlook provided in this document.
- Discrepancies: The document header lists "KSIX Media Holdings, Inc.," while the signature block lists "North American Energy Resources, Inc." This suggests a potential shell company transaction or a name change not fully detailed in this specific excerpt.
Investor Verification Checklist
- Verify the current legal name of the registrant (KSIX Media Holdings vs. North American Energy Resources) and the status of any name change.
- Confirm the total authorized and outstanding share count to assess the dilution impact of the 2.74 million shares issued.
- Review the specific scope of services provided by the consultants to ensure the $27,400 valuation is reasonable.
- Check for any subsequent filings regarding the actual issuance dates (May/June 2016) and whether the shares were delivered as promised.
- Investigate the relationship between the directors/consultants and the company to rule out conflicts of interest.