SEC Filing Summary: Form 8-K
Business Context and Reporting Period
Company: KSIX Media Holdings, Inc. (Note: Metadata referenced "Surgepays, Inc.", but the filing text identifies the registrant as KSIX Media Holdings, Inc., with a signature block referencing North American Energy Resources, Inc.)
Filing Date: January 19, 2016 (Date of Report)
Reporting Period: Events occurring between January 19, 2016, and June 14, 2016.
Jurisdiction: Nevada
Key Financial Metrics
The filing does not provide standard financial statements, revenue, profit, cash flow, or liquidity metrics. The only specific financial figure disclosed relates to a debt settlement:
- Debt Forgiveness: $20,000 owed to Paywall, Inc. was forgiven.
- Equity Issuance: 454,545 shares of Common Stock were issued in exchange for the debt forgiveness.
Material Changes
The primary material change reported is the entry into a material definitive agreement regarding the conversion of a convertible promissory note:
- Convertible Note: Dated January 19, 2016, with an addendum dated March 23, 2016.
- Conversion Event: On April 1, 2016, Paywall, Inc. issued a Notice of Conversion.
- Stock Assignment: On April 6, 2016, Paywall assigned full ownership of the converted shares to Edwin Winfield.
- Issuance Date: The shares were issued on or about June 14, 2016.
- Regulatory Status: The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosure of the transaction. The transaction was approved via Written Consent of the Board of Directors.
Investor Verification Checklist
- Verify the current legal name of the registrant, as the filing header lists "KSIX Media Holdings, Inc." while the signature block lists "North American Energy Resources, Inc."
- Confirm the total authorized and outstanding share count to assess the dilution impact of the 454,545 shares issued.
- Review the full text of the Convertible Promissory Note (Exhibit 10.1) and the Addendum (Exhibit 10.4) to understand the original debt terms.
- Verify the identity and relationship of Edwin Winfield to the company, as he received the stock assignment.
- Check subsequent filings to ensure the shares were properly recorded and restricted under Rule 144 as stated.