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
Entered subscription agreements for an offering of up to $455,000 of convertible notes carrying 14% interest and due in four months, convertible at $0.60 a share. Investors also received five-year warrants at $0.60, one share per $2.00 invested.
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
Board adopted the 2011 Incentive Stock and Award Plan, subject to stockholder approval, reserving up to 3,000,000 shares for options and restricted stock for directors, officers, consultants, advisors and employees. Directors Greg Suess and Vadim Matts each received 150,000 options.
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).