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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2014

 

OR

 

[  ] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE TRANSITION PERIOD FROM ___________ TO ____________.

 

Commission file number 0-24269

 

 

 

  SURGE GLOBAL ENERGY, INC.  
  (Exact name of registrant as specified in its charter)  

 

Delaware   34-1454529
(State or jurisdiction of incorporation   (Employer Identification No.)
or organization)    

  

  75-153 MERLE DRIVE, SUITE B  
  PALM DESERT, CALIFORNIA 92211  
  (Address of Principal Executive Offices)  

 

Issuer’s telephone number: (800) 284-3898

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES [X]  NO [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the 12 preceding months (or such shorter period that the registrant was required to submit and post such file). YES [X]  NO [  ]

 

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

  Large Accelerated Filer [  ] Accelerated Filer [  ]
  Accelerated Filer [  ] Smaller Reporting Company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES [  ]  NO [X]

 

As of May 15, 2014, the Registrant had 14,219,673 shares of common stock issued and outstanding.

 

 

  

 
 

 

TABLE OF CONTENTS

 

  Page No
Part I - Financial Information  
   
Item 1. Financial Statements (Unaudited)  
       
    Consolidated Balance Sheets F-1
       
    Consolidated Statements of Operations and Comprehensive Income (Loss) F-2
       
    Consolidated Statements of Cash Flows F-3
       
    Notes to Consolidated Financial Statements F-7 to F-16
       
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
       
Item 3.   Quantitative and Qualitative Disclosures About Market Risk 9
       
Item 4.   Controls and Procedures 9
       
Part II - Other Information  
       
Item 1.   Legal Proceedings 11
       
Item 1A.   Risk Factors 11
       
Item 2.   Unregistered Sales Of Equity Securities And Use Of Proceeds 12
       
Item 3.   Defaults Upon Senior Securities 12
       
Item 4.   Mining Safety Disclosures 12
       
Item 5.   Other Information 12
       
Item 6.   Exhibits 12

 

2
 

  

SURGE GLOBAL ENERGY, INC.

(AN EXPLORATION STAGE COMPANY)

INDEX TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

Item 1. Financial Statements (Unaudited)

 

    Page No
     
Consolidated Balance Sheets at March 31, 2014 (unaudited) and December 31, 2013   F-1
     
Unaudited Consolidated Condensed Statements of Operations and Comprehensive Income (Loss) for the Quarters Ended March 31, 2014 and March 31, 2013, and for the period from January 1, 2005 (inception of exploration stage) through March 31, 2014   F-2
     
Unaudited Consolidated Condensed Statements of Cash Flows for the quarters ended March 31, 2014 and 2013, and for the period from January 1, 2005 (inception of exploration stage) through March 31, 2014   F-3
     
Notes to Unaudited Consolidated Condensed Financial Statements   F-7 - F-16

 

3
 

  

SURGE GLOBAL ENERGY, INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

 

   March 31, 2014   December 31, 2013 
   (unaudited)     
ASSETS          
Current assets:          
Cash and cash equivalents  $276,876   $61,521 
Accounts Receivable   -    105 
Prepaid expenses   13,523    18,026 
Total current assets   290,199    79,652 
           
Property and equipment, net of accumulated depreciation of $38,877 and $37,792, respectively   10,491    11,576 
           
Oil & Gas Properties, net of accumulated amortization of  $200,672 and $200,586, respectively   47,798    41,884 
           
Investment in Andora Energy (Note 2)   1,569,284    1,629,614 
           
Security Deposit   5,000    5,000 
           
Total assets  $1,922,972   $1,767,726 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable and accrued liabilities  $149,027   $144,255 
Investment obligation   -    393,000 
Total current liabilities   149,027    537,255 
           
Total liabilities   149,027    537,255 
           
Commitments and contingencies   -    - 
           
Stockholders’ equity :          
Preferred stock, par value $0.001 per share; 10,000,000 shares authorized:        
Series A - none issued and outstanding   -    - 
Series B - none issued and outstanding   -    - 
Special Voting Preferred - 0 shares issued and outstanding, respectively   -    - 
Common stock, par value $0.001 per share; 400,000,000 shares authorized; 13,969,673 and 12,919,673 shares issued and outstanding, respectively   13,970    12,920 
Additional paid-in capital   56,411,159    55,588,209 
Accumulated other comprehensive income   (164,348)   (104,018)
Accumulated deficit   (12,337,512)   (12,337,512)
Deficit from inception of exploration stage   (42,149,324)   (41,929,128)
Total stockholders’ equity   1,773,945    1,230,471 
           
Total liabilities and stockholders’ equity  $1,922,972   $1,767,726 

 

See accompanying footnotes to these unaudited condensed consolidated financial statements

 

F-1
 

  

SURGE GLOBAL ENERGY, INC.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 

   For the months ended March 31,   For the period from January 1, 2005
(inception of exploration stage) through
 
   2014   2013   March 31, 2014 
   (unaudited)         
Revenues:               
Oil & gas revenues  $145   $-   $2,387 
Oil & gas (expenses)   (86)   -    (783)
Gross profit   59    -    1,604 
                
Operating expenses:               
Selling, general and administrative expenses   219,063    137,831    24,635,981 
Accretion, depreciation and amortization   1,085    -    482,074 
Oil and gas property impairment   -    -    11,625,969 
Total operating expenses   220,148    137,831    36,460,048 
                
Loss from operations   (220,089)   (137,831)   (36,460,048)
Equity in losses from affiliates   -    -    (2,099,663)
Loss on redemption of preferred shares   -    -    (105,376)
Gain (loss) on sale of marketable securities   -    -    1,067,814 
Impairment of marketable securities   -    -    (3,707,513)
Warrants issued from Peace Oil acquisition   -    -    (368,000)
Revaluation loss net of warrant liability   -    -    (431,261)
                
Interest income (expense)   (107)   (214)   (4,255,895)
Gain (loss) on disposition of Peace Oil property and Peace Oil Corp.   -    -    1,525,105 
Loss from continuing operations, before income taxes and minority interest   (220,196)   (138,045)   (44,834,837)
Benefit (provision) for income taxes   -         - 
Income (loss) before non-controlling interest   (220,196)   (138,045)   (44,834,837)
                
Income (loss) applicable to non-controlling interest   -    -    3,679,096 
Net income (loss)   (220,196)   (138,045)   (41,155,741)
Other comprehensive income (loss):               
                
Unrealized gain (loss) on available for sale securities   -    -    - 
Foreign currency translation adjustment   -    -    - 
Comprehensive income (loss)  $(220,196)  $(138,045)  $(41,155,741)
                
Income (loss) per common share - basic and diluted  $(0.02)  $(0.02)     
                
Weighted average shares outstanding - basic and diluted   13,349,117    9,053,147      

 

See accompanying footnotes to these unaudited condensed consolidated financial statements.

 

F-2
 

 

SURGE GLOBAL ENERGY, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   March 31, 2014   March 31, 2013   For the period from
January 1, 2005
date of inception
of exploration
stage through
March 31, 2014
 
Cash flows from operating activities:               
Net loss  $(220,196)  $(138,043)  $(42,149,324)
Non-controlling interest   -    -    (3,679,096)
Adjustments to reconcile net loss to net cash used in operating activities:               
Accretion, depreciation and amortization   1,171    -    482,534 
Write-off of property and equipment   -    -    4,984 
Realized loss (gain) on sale of marketable securities   -    -    (1,066,277)
Loss from redeemed preferred shares   -    -    105,376 
Gain (loss) on sale of Peace Oil property and Peace Oil Corp., net   -    -    (1,525,105)
Share of affiliate loss   -    -    2,099,663 
Impairment of oil and gas properties   -    -    11,625,969 
Amortization of debt discount-beneficial conversion feature of  debenture   -    -    1,022,492 
Impairment of marketable securities   -    -    1,786,498 
Share-based compensation   -    -    6,963,305 
Non-cash compensation paid in Andora shares   -    -    185,268 
Gain/loss on revaluing warrant liabilities   -    -    431,261 
Warrant expense   -    -    445,352 
Interest on Gemini note   -    -    230,000 
Amortize deferred compensation costs             3,039,038 
Amortization of discount attributable to note receivable   -    -    (137,500)
Amortization of discount attributable to warrants   -    -    629,192 
Beneficial conversion feature of convertible notes payable   -    -    1,076,575 
Debt discount   -    -    1,010,679 
Founders stock   -    -    4,265,640 
Changes in operating assets and liabilities:               
Accounts Receivable and other receivables   105    140,000    7,616 
Prepaid expense and other assets   4,503    7,006    (32,783)
Security Deposit and Other assets   -    -    75,958 
Accounts payable and accrued liabilities   4,772    21,956    731,310 
                
Net cash received in operating activities  $(209,645)  $(116,713)  $(12,342,628)

 

See the accompanying footnotes to these consolidated financial statements

  

F-3
 

  

SURGE GLOBAL ENERGY, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

 

   For the three months ended
March 31,
   For the period from
January 1, 2005
(inception
exploration stage)
through
 
   2014   2013   March 31, 2014 
Cash flows from investing activities:               
Purchases of property and equipment   -    -    (117,425)
Production payment advanced   -    -    - 
Proceeds from sale of marketable securities   -    -    589,506 
Payment for note receivable   -    -    (137,500)
Proceeds from note receivable   -    -    (275,000)
Purchase of oil and gas properties   (6,000)   -    (13,382,529)
Deposits   -    -    (9,913)
Proceeds from sale of oil leases   -    -    6,914,820 
Consideration paid on sale of subsidiary   -    -    (1,533,395)
Asset Retirement Obligation   -    -    51,273 
Proceeds from disposition of Peace Oil property   -    -    14,071,294 
Purchase of marketable securities   -    -    (5,475,727)
Gemini note repayment   -    -    (1,380,000)
Deduct June 2006 Signet cash balance   -    -    (5,626,405)
Net cash provided by (used in) investing activities   (6,000)   -    (6,311,001)
Cash flows from financing activities:               
Proceeds from the sale of common stock and stock subscription, net of costs and fees   824,000    -    6,346,614 
Repurchase of common stock   -    -    (33,933)
Principal payments on note payable   -    -    (330,000)
Common stock subscribed   -    -    - 
Proceeds from exercise of options   -    -    197,717 
Proceeds from equity to debt conversion   -    -    250,000 
Net (payments for) proceeds from Joint Venture Partner cash call obligations   -    -    125,000 
Proceeds from convertible debentures   -    -    1,710,000 
Proceeds from note payable, gross   -    -    10,526,933 
Proceeds from Signet stock, net of costs and fees   -    -    1,769,602 
Proceeds from investment obligation   (393,000)   240,000    393,000 
Net cash (used in) provided by financing activities   431,000    240,000    18,667,558 
Effect of exchange rates on cash and cash equivalents   -    -    (61,494)
                
Net increase (decrease) in cash and cash equivalents   215,355    123,287    116,941 
                
Cash and cash equivalents at the beginning of the period   61,521    90,541    159,935 
Cash and cash equivalents at the end of the period  $276,876   $213,828   $276,876 

 

F-4
 

  

SURGE GLOBAL ENERGY, INC.
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

 

    For the three months
March 31,
    For the period from
January 1, 2005
(inception
exploration stage)
through
 
    2014     2013     March 31, 2014  
Supplemental Disclosures of Cash Flow Information:                        
Cash paid during the period for interest   $ 107     $ 214     $ 547,046  
Cash paid during the period for income taxes   $       $ -     $ -  
                         
Supplemental Disclosures of Non-Cash Transactions:                        
Common stock issued in exchange for convertible notes payable   $ -     $ -     $ 1,710,000  
Cancellation of common shares   $       $ -     $ 1,000  
Unrealized loss  (gain) on available for sale securities   $ (60,330 )   $ -     $ (164,348 )
Note payable issued for investment   $       $ -     $ 225,000  
Exchange of North Peace shares for common shares   $       $ -     $ 35,000  
Amortization of debt discount - beneficial conversion feature of convertible debenture   $ -     $ -     $ 2,099,067  
Andora shares issued on settlement of litigation   $ -     $ -     $ 645,780  
Andora shares issued in lieu of cash compensation   $ -     $ -     $ 209,243  

 

See accompanying notes to these unaudited consolidated financial statements.

  

F-5
 

  

SURGE GLOBAL ENERGY, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013

 

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

 

A summary of the significant accounting policies applied in the preparation of the accompanying consolidated financial statements follows.

 

Business and Basis of Presentation

 

The consolidated financial statements include the accounts of Surge Global Energy, Inc., its wholly owned subsidiaries, Cold Flow Energy ULC, and Surge Holding Co., (collectively the “Company”). Cold Flow Energy does not have any ongoing business operations at this time.

 

The Company’s Canadian subsidy is carried in their Canadian dollar functional currency and is presented in U.S. dollars upon consolidation. Any gain or loss on conversion into U.S. dollars is reflected in other comprehensive income. All amounts stated in these financial statements are in $US unless otherwise noted.

 

In January 2005, the Company began implementing plans to establish an oil and gas development business. As a result, the Company is an exploration stage enterprise, as defined by ASC 915 (formerly Statement of Financial Accounting Standards No. 7 (“SFAS 7”)) and is now seeking to explore the acquisition and development of oil and gas properties in the United States and Canada. From its inception of exploration stage through the date of these financial statements, the Company has not generated any significant revenues from oil and gas operations and has incurred significant operating expenses. Consequently, its operations are subject to all risks inherent in the establishment of a new business enterprise.

 

For the period from January 1, 2005 (inception of exploration stage) through March 31, 2014, the Company has accumulated exploration stage losses of $42,149,324. The Company will cease to be an exploration stage oil and gas company once it commences oil and gas drilling, exploration, and production of oil and gas properties.

 

Management Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as certain financial statement disclosures. While management believes that the estimates and assumptions used in the preparation of the financial statements are appropriate, actual results could differ from these estimates.

 

Oil and Gas Properties

 

The Company follows the full cost accounting method to account for oil and natural gas properties, whereby costs incurred in the acquisition, exploration and development of oil and gas reserves are capitalized. Such costs include lease acquisition, geological and geophysical activities, rentals on non-producing leases, drilling, completing and equipping of oil and gas wells and administrative costs directly attributable to those activities and asset retirement costs. Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized unless such adjustment would significantly alter the relationship between capital costs and proved reserves of oil and gas, in which case the gain or loss is recognized to income.

 

The capitalized costs of oil and gas properties, excluding unevaluated and unproved properties, are amortized using the units-of-production method based on estimated proved recoverable oil and gas reserves. Amortization of unevaluated and unproved property costs begins when the properties become proved or their values become impaired. Impairment of unevaluated and unproved prospects is assessed periodically based on a variety of factors, including management’s intention with regard to future exploration and development of individually significant properties and the ability of the Company to obtain funds to finance such exploration and development.

 

Under full cost accounting rules for each cost center, capitalized costs of evaluated oil and gas properties, including asset retirement costs, less accumulated amortization and related deferred income taxes, may not exceed an amount (the “cost ceiling”) equal to the sum of (a) the present value of future net cash flows from estimated the production of proved oil and gas reserves, based on current economic and operating conditions, discounted at 10%, plus (b) the cost of properties not being amortized, plus (c) the lower of cost or the estimated fair value of any unproved properties included in the costs being amortized, less (d) any income tax effects related to differences between the book and tax basis of the properties involved. If capitalized costs exceed this limit, the excess is charged to earnings.

 

F-6
 

  

SURGE GLOBAL ENERGY, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013

 

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (continued)

 

Given the volatility of oil and gas prices, it is reasonably possible that the estimate of discounted future net cash flows from proved oil and gas reserves could change in the near term. If oil and gas prices decline in the future, even if only for a short period of time, it is possible that additional impairments of oil and gas properties could occur. In addition, it is reasonably possible that additional impairments could occur if costs are incurred in excess of any increases in the present value of future net cash flows from proved oil and gas reserves, or if properties are sold for proceeds less than the discounted present value of the related proved oil and gas reserves.

 

Cash and Cash Equivalents

 

For purposes of the Balance Sheet and Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalents. The Company has total cash of $278,876 in cash in accounts maintained by U.S. banks, all of which is subject to up to $250,000 of FDIC insurance.

 

Fair Value of Financial Instruments

 

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and short-term borrowings as reflected in the balance sheets, approximate the fair value because of the short-term maturity of these instruments.

 

ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

  Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities
     
  Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
     
  Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

 

    As of March 31, 2014
Fair Value Measuring Using
 
    Carrying Value     Level 1     Level 2     Level 3     Total  
Investments in Andora, available for sale   $ 1,569,284       -       -       1,569,284     $ 1,569,284  
                                         
Total   $ 1,569,824       -       -       1,569,284     $ 1,569,284  

 

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments.

 

Foreign Currency Translation

 

Assets and liabilities in foreign currency are translated at the rates of exchange at the balance sheet date, and related revenue and expenses are translated at average monthly exchange rates in effect during the period. Resulting translation adjustments are recorded as a separate component in stockholders’ equity. Foreign currency transaction gains and losses are included in the statements of operations

  

F-7
 

 

SURGE GLOBAL ENERGY, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013

 

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (continued)

 

Going Concern

 

As shown in the accompanying consolidated financial statements, the Company incurred losses from continuing operations of $220,200 and $138,000 for the quarters ending March 31, 2014 and 2013, respectively. The Company’s cash position as of March 31, 2014 was $276,876 compared with $61,521 at December 31, 2013, an increase of $215,355. The Company’s net current assets, on a consolidated basis, were a surplus of $141,172 compared with a net current deficit of $457,603 at December 31, 2013, an increase in net working capital of $598,775.

 

Other Items

 

The Company concluded negotiations with a private investor on January 21, 2014 for $500,000 in equity financing, which amount was received in the quarter ended March 31, 2014.

 

The Company concluded negotiations with a private investor on March 15, 2014 for $650,000 in equity financing, which amount was received in the quarter ended March 31, 2014.

 

The Company concluded negotiations with a private investor on March 31, 2014 for $250,000 in equity financing, which amount was received in the quarter ended March 31, 2014.

 

The Company concluded negotiations with a private investor on April 22, 2014 for $250,000 in equity financing, which amount will be recorded in the quarter ended June 30, 2014. See Note 10, Subsequent Events.

 

Revenue Recognition—Oil and gas sales result from undivided interests held by the Company in oil and gas properties. Sales of oil and gas produced from oil and gas operations are recognized when the product is delivered to the purchaser and title transfers to the purchaser. The Company had no natural gas sales imbalance positions at March 31, 2014 or 2013. Charges for gathering and transportation are included in production expenses.

 

Management believes it should now have sufficient capital resources to meet projected cash flow needs through the next twelve months, although no assurances can be given in this regard.

 

Income Taxes

 

Income taxes are provided based on the liability method for financial reporting purposes. Under this method deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be removed or settled. Most of our tax loss carry forwards will be cancelled as a result of a change of control which occurred in October, 2012.

 

Revenue Recognition—Oil and gas sales result from undivided interests held by the Company in oil and gas properties. Sales of oil and gas produced from oil and gas operations are recognized when the product is delivered to the purchaser and title transfers to the purchaser. The Company had no natural gas sales imbalance positions at March 31, 2014 or 2013. Charges for gathering and transportation are included in production expenses.

 

Management believes it should now have sufficient capital resources to meet projected cash flow needs through the next twelve months, although no assurances can be given in this regard.

 

F-8
 

 

SURGE GLOBAL ENERGY, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013

 

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (continued)

  

Property and Equipment

 

Property and equipment are stated at cost. When retired or otherwise disposed, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. For financial statement purposes, property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets. Depreciation expenses were $1,085 and none for the quarters ended March 31, 2014 and 2013, respectively. Maintenance, repairs, and minor renewals are charged against earnings when incurred. Additions and major renewals are capitalized.

 

Marketable securities

 

All investment securities are classified as either as available-for-sale or trading, and are carried at fair value or quoted market prices. Unrealized gains and losses on available-for-sale securities losses are reported as a separate component of stockholders’ equity. Amortization, accretion, interest and dividends, realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are recorded in other income. This evaluation depends on the specific facts and circumstances. Factors that we consider in determining whether an other-than-temporary decline in value has occurred include: the market value of the security in relation to its cost basis; the financial condition of the investee; and the intent and ability to retain the investment for a sufficient period of time to allow for possible recovery in the market value of the investment.

 

Stock-Based Compensation

 

The Company measures and recognizes compensation expense for all share-based payment awards made to employees, consultants and directors including employee stock options based on estimated fair values. There was no stock-based compensation expense recognized for the quarters ended March 31, 214 or 2013. In prior years, Company used the Black-Scholes option-pricing model as its method of valuation for share-based awards granted. The Company’s determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and certain other market variables such as the risk free interest rate.

 

Comprehensive Income

 

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. The Company’s other comprehensive income includes unrecognized gains (losses) on available for sale securities and foreign currency translation adjustments.

 

Reclassifications

 

Certain reclassifications have been made in the prior period financial statements to conform to the current period presentation. These reclassifications did not have any effect on comprehensive net income (loss) or shareholders’ equity.

 

Recently Issued Accounting Pronouncements

 

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed these rules and releases and does not expect the adoption of any other recently issued accounting pronouncements to have a significant impact on its consolidated results of operations, financial position or cash flow.

 

F-9
 

 

SURGE GLOBAL ENERGY, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013

 

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES (continued)

 

Subsequent Events

 

See Note 10 for further details on such subsequent events which occurred after March 31, 2014.

 

NOTE 2 - INVESTMENT IN ANDORA ENERGY CORPORATION

 

On September 19, 2007, Signet completed the proposed business combination of Signet and Andora Energy Corporation (“Andora”). As part of the combination, each of the issued and outstanding shares of Signet common stock was exchanged for 0.296895028 shares of Andora common stock. The Company exchanged its 11,550,000 shares of Signet common stock for approximately 3,429,140 shares of common stock of Andora representing approximately 5.78% of the fully diluted shares of Andora. At that time, 2,349,321 shares of Andora common stock received by the Company were placed in an escrow account pursuant to an agreement with Valiant Trust Company, Andora and Signet. In connection with the Dynamo litigation claim, Andora was entitled to recover a claim of legal fees from the Company pursuant to a judgment of a court of competent jurisdiction and after exhausting all appeals, which only allowed the escrowed shares to be released upon settlement of all claims. Pursuant to the agreement reached between the Company and Andora, all shares were released from escrow to the Company in February, 2010 after payment of 375,000 Andora shares owned by the Company to Andora.

 

During the years ended December 31, 2010 and 2011 the Company issued 16,667 and 16,666 shares of Andora common stock to its Chief Executive Officer in lieu of $20,000 in cash compensation due under his employment agreement.

 

In October, 2012 the Company agreed to issue a total of 308,780 Andora shares and $120,919 in cash to two creditors, one of which was its former Chief Executive Officer and current Chief Financial Officer, E. Jamie Schloss, who received 243,156 shares and $85,668 in cash, in settlement of $234,431 in claims. In October 2012, the Company agreed to issue a total of 308,780 Andora shares in settlement of amounts owed to its current Chief Financial Officer (and formerly its Chief Executive Officer) and another creditor.

 

In October 2012, the Company agreed it would take steps to contribute as promptly as possible approximately 2,886,000 shares of common stock of Andora held by it to its wholly-owned subsidiary, Cold Flow Energy ULC, an Alberta corporation (“Cold Flow”), or a newly-formed wholly-owned subsidiary, Surge Holding Co., a Delaware corporation (either or both, the “Holding Company”). The Buyers and the Company have agreed that the Holding Company and the Andora Shares will not be disposed of by the Company for any purpose until the later of (i) April 30, 2013 or (ii) 180 days after the subsequent closing date (the “Distribution Date”). This restriction on the time period for the disposition of the Andora Shares or of the Holding Company may be waived in the event that the value of the total non-cash assets of the Company exceeds the value of the Andora Shares. Three of the Company’s current directors, Charles V. Sage, Edwin J. Korhonen and E. Jamie Schloss, were appointed directors of the Holding Company and Messrs. Sage and Schloss were appointed officers of the Holding Company. The Buyers and the Company have agreed that such persons shall remain in such roles through the Distribution Date.

 

On the Distribution Date, the Company will distribute the shares of the Holding Company (or the Andora Shares) or a liquidating dividend to the shareholders of the Company other than the Buyers and their affiliates and transferees and any other holders of the Common Stock issued subsequent to the closing dates (including any purchaser of Common Stock of the Company in any private placement subsequent to the closing dates but excluding holders who have obtained shares in the public markets); provided, however, that such a dividend can be paid pursuant to applicable corporate laws and in compliance with all securities laws. The mechanism for such distribution shall be agreed upon between the Company and the majority of the directors of the Holding Company.

 

The distribution will occur as soon as practical after a pending determination of the tax consequences, if any, and the determination of the method of distribution, upon approval of FINRA.

 

At March 31, 2014, we owned a total of 2,889,386 shares in Andora valued at $1,569,284 for financial statement purposes ($0.5437 per share) after taking a permanent writedown of $1,340,852 in fiscal 2012 due to market conditions and a temporary writedowns of $104,018 at December 31, 2013 and $60,330 at March 31, 2014 to reflect the decline in the current market value of this property after conversion into US dollars. Some of these shares will be used to finance the distribution of the Andora shares as discussed above. Andora is a privately owned oil and gas company which is 71.80% owned and controlled by Pan Orient Energy Corp., a Canadian energy company listed on the TSX Venture Exchange. The Company owns approximately 3% of the total outstanding shares of Andora.

 

F-10
 

 

SURGE GLOBAL ENERGY, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013

 

NOTE 2 - INVESTMENT IN ANDORA ENERGY CORPORATION (continued)

 

The Company’s valuation of Andora is based on reserve reports furnished to the Company by Andora which the Company has relied upon in assessing the value of its investment in Andora. Virtually all of these reserves will require alternative methods of production to enable them to be realized as income. Such methods require substantial investment in plant and equipment to be effective. Andora may obtain equity financing in the future to finance its drilling operations and, in that event, the Company may sustain additional dilution to its equity interest in Andora.

 

At March 31, 2014 the Company owned 2,889,386 Andora shares valued at $1,569,284 (valued at $0.5431 per share), which shares are approximately 3% of Andora’s total outstanding common shares on a fully diluted basis.

 

NOTE 3 - OIL AND GAS PROPERTIES

 

The Company acquired an oil & gas property in Muhlenberg County, Kentucky in July, 2013. The property is located on a 170 acre lease and consisted of two completed wells and subsequently two additional wells were drilled and completed on the property. Due to mechanical problems with the wells and a reduction in reserve estimates, the Company recorded a $200,000 oil and gas impairment in 2013.

 

The Company also owns partnership interest in two oil & gas partnerships located in Texas and acquired $6,000 of these interests during the quarter ended March 31, 2014 increasing the total value of these properties to $7,788 after amortization of $212. 

 

NOTE 4 - INCOME TAXES

 

Reconciliation between actual tax expense (benefit) and income taxes computed by applying the U.S. federal income tax rate and state income tax rate to income from continuing operations before income taxes is as follows:

 

    For the Quarter ended,  
    March 31, 2014     March 31, 2013  
Net Taxable Loss   $ (220,000 )   $ (138,000 )
Income tax computed at combined U.S. and state rates (30%)     (66,000 )     (114,000 )
Permanent differences     -       -  
Changes in valuation allowance     66,000       114,000  
Total   $ -     $ -  

 

Tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred liabilities are presented below:

 

    As of March 31,  
    2014     2013  
Deferred tax assets:                
Net operating loss carryforwards   $ 4,836,000     $ 4,638,000  
Other tax attributes     1,930,000       1,930,000  
Less valuation allowance     (6,766,000 )     (6,568,000 )
Total   $ -     $ -  

 

At December 31, 2013, Surge had net operating loss carryforwards of approximately $15,200,000 for federal and approximately $12,200,000 2012 for state income tax purposes, which will begin to expire, if unused, beginning in 2021. The valuation allowance increased by approximately $270,000 and $510,000 in the years ended December 31, 2013 and 2012 respectively. Internal Revenue Code Section 382 rules may place annual limitations on the Company’s net operating loss carryforward on a change in ownership. The above estimates are based upon management’s decisions concerning certain elections which could change the relationship between net income and taxable income. Management decisions are made annually and could cause the estimates to vary significantly. Deferred taxes are provided on a liability method for taxable temporary differences resulting from reported amounts of assets and liabilities and their tax basis. Deferred tax assets have resulted from the Company’s net operating loss carry-forward, which has been reduced by an equal valuation allowance. Valuation allowance has been established based on the opinion of management that it is more likely than not that some portion or all of the deferred tax assets will not be realized. A substantial portion of the tax loss carryforward will not be available as a result of the change of control, which occurred in October 2012. The years from 2009 to 2013 are still open.

 

F-11
 

 

SURGE GLOBAL ENERGY, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013

 

NOTE 5 - INVESTMENT OBLIGATION

 

The Company received investments in common stock which in turn reduced the investment obligation by $393,000 in the quarter ended March 31, 2014 thereby reducing the investment obligation to zero as of March 31, 2014.

 

NOTE 6 - CAPITAL STOCK

 

Preferred Stock

 

On March 2, 2007, the Company issued one share of Special Voting Preferred Stock to Olympia Trust Company as trustee pursuant to the Voting and Exchange Trust Agreement. The preferred stock was issued in connection with the acquisition of Peace Oil Corp. The issuance of the preferred stock is exempt from registration pursuant to Regulation S promulgated under the Securities Act of 1933, as amended. The Special Voting Preferred Stock is not convertible into shares of any other series or class of our capital stock. The one share of Special Voting Preferred Stock referred to herein was cancelled in June 2008.

 

Common Stock

 

On February 22, 2007, the Company approved an increase to the Company’s authorized shares of capital stock to an aggregate of 210,000,000 shares, consisting of 200,000,000 shares of common stock with a par value of $0.001 per share and 10,000,000 shares of preferred stock, pursuant to an amendment to our Certificate of Incorporation.

 

The Company is not currently subject to any contractual arrangements which restrict its ability to pay cash dividends. The Company’s Certificate of Incorporation prohibits the payment of cash dividends on the Company’s Common Stock in excess of $0.05 per share per year so long as any one preferred stock remains outstanding unless all accrued and unpaid dividends on one preferred stock has been set apart and there are no arrearages with respect to the redemption of any preferred stock.

 

In November 2006, the Company issued an aggregate of 3 million shares of common stock to third party investors, Gemini Financial, in exchange for net proceeds of $1,350,000. In connection with this private placement, the Company issued to the investors an aggregate of six million warrants of the Company that are subject to registration rights and penalties amounting to 2% of the proceeds on a monthly basis if the registration was not effective by March 28, 2007. To address SEC comments, the Company was obligated to provide and disclose Peace Oil Corp. financial statements as well as a pro forma financial statement of the combined companies. The Company accounted for the warrants issued in accordance with ASC 815 (formerly EITF 00-19) “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”.

  

In December 2006, the FASB approved ASC 825 (formerly FSP EITF 00-19-2) “Accounting for Registration Payment Arrangements”, which establishes the standard that contingent obligations to make future payments under a registration rights arrangement shall be recognized and measured separately in accordance with Statement 5 and ASC 450 (formerly FASB Interpretation No. 14), “Reasonable Estimation of the Amount of a Loss”. The Company has evaluated the effect of how ASC 825 (formerly FSP EITF 00-19-2) and ASC 480 (formerly EITF Topic D-98) affected these accompanying financial statements. In adopting ASC 825 (formerly FSP EITF 00-19-2) accounting pronouncement on January 1, 2007, the Company reclassified the remainder of the warrant liability of $2,309,400 to permanent equity.

 

In January 2007, the Company issued 383,333 shares of Common Stock to two of the Company’s directors in connection with stock options exercised at an average of $0.24 per share for net proceeds of $91,867. In April 2007, the Company redeemed 2,000,000 shares of Common Stock for a note payable with Gemini, which 2,000,000 shares were cancelled. In November 2007, Cold Flow shareholders exchanged 3,749,953.5 preferred shares into 7,499,907 Surge common shares.

 

In March 2008, the Company received and cancelled 1,000,000 common shares in conjunction with its sale of the Cynthia Holdings, Ltd stock which entity owned the Santa Rosa property. In May 2008, the Company issued 100,000 common shares in conjunction with the exercise of options and simultaneously purchased 433,333 common shares from the same party at the same time. These purchased shares were cancelled immediately. In June and July 2008, the Company redeemed an aggregate of 3,689,617 shares of common stock in connection with buyback of shares previously issued in conjunction with the purchase of Peace Oil Corp.

 

F-12
 

  

SURGE GLOBAL ENERGY, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013

 

NOTE 6 - CAPITAL STOCK (continued)

 

In September 2008, the Company issued 50,000 common shares in conjunction with stock options exercised at a price of $0.115 per share for total proceeds of $5,750. In December 2008, the Company purchased and cancelled 60,000 shares for $3,600 or $0.06 per share.

 

In 2010, the Company sold a total of 2,200,000 common shares with a total of 1,900,000 warrants for total proceeds of $218,000, net of fees, to various accredited investors and directors of the company at prices from $0.05 to $0.11 per share.

 

All figures shown hereafter reflect the reverse 1 for 20 common stock split:

 

In 2011, the Company sold a total of 112,500 common shares for total proceeds of $67,500 at $0.60 per share on a past reverse split basis.

 

In January, 2012, the Company issued 8,500 shares of common shares and 8,500 warrants for total proceeds of $5,100. The warrants are exercisable for one year at a price of $1.00 per share.

 

In October, 2012, the Company issued 7,000,000 shares of common stock for total proceeds of $350,000 at $0.05 per share.

 

In February, 2013 the Company completed a reverse 1 for 20 reverse common stock split and increased the authorized common shares to 400,000,000 from 200,000,000.

 

In March, 2013 the Company issued 3,216,715 common shares for total proceeds of $100,000.

 

In June, 2013, the Company issued 200,000 shares of common stock plus warrants for total proceeds of $100,000.

 

In September, 2013, the Company issued 500,000 shares of common stock plus warrants for total proceeds of $251,100.

 

In October, 2013, the Company issued 200,000 shares of common stock plus warrants for total proceeds of $100,000. In June, September and October 2013, the Company issued a total of 900,000 common shares for total proceeds of $452,000.

 

From January 1, 2014 to March 31, 2014, the Company sold 1,050,000 common shares to two accredited investors for total proceeds of $824,000.

 

NOTE 7 - WARRANTS AND STOCK OPTIONS

 

Class A Warrants.

 

Class A Warrants. The following table summarizes the stock purchase warrants outstanding at March 31, 2014.

 

      Warrants Outstanding     Warrants Exercisable  
Exercise
Prices
    Number
Outstanding
    Weighted
Average
Remaining
Life
(Years)
    Weighted
Average
Exercise
Price
    Number
Exercisable
    Weighted
Average
Exercise
Price
 
$ 0.40       152,500       3.54     $ 0.40       152,500     $ 0.40  
  1.00       900,000       1.42       1.00       900,000       1.00  
$ 1.25       175,000       1.80       1.25       175,000     $ 1.25  
  Totals or average       1,427,500       1.90     $ 1.13       1,427,500     $ 1.13  

 

F-13
 

  

SURGE GLOBAL ENERGY, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013

 

NOTE 7 - WARRANTS AND STOCK OPTIONS (continued)

 

Transactions involving the Company’s warrant issuance or expiration are summarized as follows:

 

    Number of
Shares
    Weighted Average
Price Per Share
 
Outstanding at December 31, 2012     152,500     $ 0.40  
Granted     900,000       1.00  
Exercised     -       -  
Canceled or Expired     -       -  
Outstanding at December 31, 2013     1,052,500     $ 0.91  
Granted     375,000       1.12  
Exercised                
Canceled or expired                
Outstanding at March 31, 2014     1,427,500     $ 0.97  

 

For the quarter ended March 31, 2014 the Company issued 250,000 warrants which were fully vested at March 31, 2014. The warrants were issued in conjunction with a common stock offerings and no warrant expense was recorded in 2014 or 2013 for any of these warrants issued.

 

Stock options.

 

No stock options were issued or exercised during the quarters ended March 31, 2014 or 2013.

 

All stock options and warrants issued previously were valued using the Black-Scholes option-pricing model. Variables used in the Black-Scholes pricing model for options issued during the year ended December 31, 2011 include (1) discount rate range of 2.21% to 3.03%, (2) option life of 5 years, (3) expected volatility of 63% to 108% and (4) zero expected dividends.

 

Stock options.

 

The following table summarizes the balances of stock options issued to officers and directors outstanding at March 31, 2014. 

 

Exercise
Prices
    Number
of options
Outstanding
    Weighted
Average
Remaining
Contractual
Life (Years)
    Weighted
Average
Exercise
Price
    Actual
Number
Exercisable
    Weighted
Average
Exercise
Price
 
0.40       115,000       3.55       0.40       115,000       0.40  
        115,000       3.55     $ 0.40       115,000     $ 0.40  

 

Transactions involving the Company’s options issuance are summarized as follows:

 

   Number of
Shares
   Weighted
Average Price
Per Share
 
Outstanding at December 31, 2011   332,500   $1.40 
Granted   267,500    0.80 
Exercised   -    - 
Canceled or expired   (332,500)   - 
Outstanding at December 31, 2012   267,500   $0.40 
Granted   -    - 
Cancelled or expired   (152,500)   (0.40)
Outstanding at March  31, 2014   115,000   $0.40 

 

F-14
 

  

SURGE GLOBAL ENERGY, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014 AND 2013

 

NOTE 8 - LITIGATION MATTERS

 

The Company’s business and operations may subject the Company to claims, litigation and other proceedings brought by private parties and governmental authorities. Currently we are not a party to any pending litigation matters. Litigation can involve complex factual and legal questions and its outcome is uncertain.

 

Any claim that is successfully asserted against us could result in significant damage claims and other losses. Even if the Company were to prevail, any litigation could be costly and time-consuming and would divert the attention of our management and key personnel from our business operations, which adversely affect our financial condition, results of operations or cash flows. The following is a description of our recent litigation:

 

On June 4, 2013, Funding Surge, LLC filed a lawsuit in the Superior Court of the State of California, Riverside County, Case Number INC 1303586. The Complaint alleged a breach of a written contract and demanded the sum of $733,500. The Company denied generally and specifically all of the alleged claims, raised the appropriate affirmative defenses and filed a cross complaint against the plaintiff and Christopher Russo, aka Chris Russo.

 

On April 11, 2014, the Superior Court granted the Company’s motion for summary judgment and the Company prevailed in its defense of the litigation.

 

NOTE 9 - COMMITMENTS AND CONTINGENCIES

 

Operating Leases

 

In May, 2011 the Company leased space on a month-to-month basis at 75-153 Merle Drive, Suite B, at a monthly rental of $225 per month.

 

In July, 2013 the Company leased space located at 1110 Brickell Avenue, Suite 317, Miami FL. The terms of the lease are a monthly rental of $2,500 per month for a two year term. The following is our lease commitment for future periods:

 

As of March 31, 2014     
2014   $22,500 
2015    17,500 
2016 and thereafter    - 
    $40,000 

 

Employment Agreements

 

All employees are currently employed on a month to month basis.

 

Consulting Agreements

 

The Company had no outstanding consulting agreements as of March 31, 2014.

 

NOTE 10 - SUBSEQUENT EVENTS

 

On April 25, 2014, the Company issued 250,000 common shares and 100,000 stock purchase warrants to an accredited investor for $252,500 in cash.

 

F-15
 

  

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

This quarterly report on Form 10-Q, including exhibits thereto, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are typically identified by the words “anticipates,” “believes,” “expects,” “intends,” forecasts,” estimates,” “plans,” “future,” “strategy,” or words of similar meaning. In particular, the following types of statements are forward-looking:

 

  statements regarding our potential growth opportunities;
  statements regarding our ability to generate revenues from our operations;
  statements regarding our anticipated exploration work;
  statements regarding our ability to extract, refine, sell oil or sell oil properties;
  statements regarding our estimated future costs and expenses; and
  statements regarding ability to comply or continue to comply with governmental regulations.

 

Various factors could cause actual results to differ materially from those expressed in the forward-looking statements, including those described in “Risk Factors” in this Form 10-K. The Company assumes no obligations to update these forward-looking statements to reflect actual results, costs changes in assumptions, or changes in other factors, except as required by law.

 

General Overview

 

Surge Global Energy, Inc. (“Surge”) is a Delaware corporation traded on the OTCQB Markets and on the OTCBB Bulletin Board under the symbol “SRGG.” Our principal executive offices are located at 75-153 Merle Drive, Suite B, Palm Desert, CA 92211. Our telephone number is 800-284-3898 and our fax number is 786-923-0963. We maintain a website at www.SurgeGlobalEnergy.com. The contents of this website are not made a part of this filing.

 

We are an oil and gas exploration and development company. The Company currently owns a 32% working interest in four oil wells located in Kentucky, partnership interests of oil wells located in Texas, and is engaged in negotiations concerning the feasibility, outline and development of a production partnership for the purposes of developing oil & gas assets located in the Gulf of Guinea and surrounding offshore area of West Africa on the Atlantic Ocean. It is the Company’s present intent to acquire interests in existing production sites or historical production sites with proved reserves. We intend to actively participate in drilling for oil and gas for our own account and to participate with others in drilling opportunities. We will be competing with a number of other potential purchasers of prospects and producing properties, most of which will have greater financial resources than us or our co-interest holders. In the oil and gas industry, the bidding for prospects has become particularly intense with different bidders evaluating potential acquisitions with different product pricing parameters and other criteria that result in widely divergent bid prices. In the current oil and gas lease environment, there can be no assurance that there will be a sufficient number of suitable prospects available for acquisition by us or that we can sell prospects or obtain financing for, or participate with others to join in the development of, prospects.

 

Corporate History

 

We were incorporated as The Havana Group, Inc. on November 25, 1997 under the laws of the state of Delaware. Our initial business was the sale of pipes and tobacco products and we completed our initial public offering in May 1998. On December 31, 2003, our pipe and tobacco inventory was liquidated and the tangible and intangible assets related to that business were sold. On October 13, 2004, our name was changed from The Havana Group, Inc. to Surge Global Energy, Inc.

 

In December 2004, we completed the restructuring of our balance sheet and the cancellation of outstanding Preferred A and Preferred B shares and indebtedness related to the discontinued tobacco and pipe business.

 

From 2005 through 2012, we engaged in a series of acquisition, divestiture and capital transactions in an effort to expand our business and provide the basis for long-term shareholder returns from oil and gas exploration and development. Because our operations from 2005 forward have not generated any revenue, we have used our equity and the value of interests in other entities that we have controlled from time to time, to attempt to develop business opportunities we believed would be advantageous. Our management has also undergone a number of changes during this period. 

 

In October 2012, the Company agreed to sell 7,000,000 post reverse split shares to William E. Fitzgerald and Clark Morton and agreed to sell and issue 3,216,715 additional post reverse shares which shares were issued on March 27 2013.

 

4
 

  

In March 2013, the Company issued 3,216,715 additional shares issued to Mr. Fitzgerald and Mr. Morton in consideration of an investment of $100,000. After this issuance, the total outstanding shares were 12,019,673 as at June 30, 2013 which are owned by Mr. Morton and Mr. Fitzgerald equally and which, in the aggregate, represented an ownership of 85% of the outstanding common shares at that time.

 

In June 2013, the Company sold 200,000 common shares at a price of $0.50 per share to an accredited investor for proceeds of $100,000 and in conjunction with this purchase, also issued 200,000 warrants at an exercise price of $1.00 per share exercisable until December 31, 2014.

 

In September 2013, the Company sold 500,000 common shares at a price of $0.50 per share to an accredited investor for cash proceeds of $100,000 and a reduction in the investment obligation due the Fitzgerald Group, and in conjunction with this purchase also issued 500,000 warrants at an exercise price of $1.00 per share exercisable until December 31, 2014.

 

From January 1, 2014 to March 31, 2014 the Company sold 1,050,000 common shares to two accredited investors for total proceeds of $1,054,500.

 

In April, 2014 the Company sold 250,00 common shares to an accredited investor for total proceeds of $254,500.

 

Because we are an exploration stage company, the inability to develop oil and gas prospects has reduced our working capital and created the need for additional strategic transactions to raise capital and liquidate assets.

 

Recent Developments

 

None.

 

Oil and Gas Drilling Activities

 

The Company acquired a 32% working interest in the Robison lease located in Muhlenberg County, Kentucky for $240,470. At the time of the purchase the lease consisted of two producing oil wells but subsequently during the September, 2013 quarter and subsequently the Operator of the priority drilled two additional oil wells which tested as productive. The Operator is continuing to re-enter and test the property to maximize production levels.

 

The Company also acquired interests in two energy joint ventures valued at $6,000 during the quarter ended March 31, 2014.

 

The Company’s ability to invest in future oil and gas transactions is dependent upon our ability to obtain additional financing on terms satisfactory to us, if at all. See “Risk Factors.”

 

See our December 31, 2013 Form 10-K for a complete history of prior oil and gas activities.

 

Andora Energy Corporation (formerly Signet Energy)

 

Andora is a privately owned oil and gas company which is 71.80% owned and controlled by Pan Orient Energy Corp., a Canadian energy company listed on the TSX Venture Exchange.

 

In 2005, we formed a Canadian subsidiary that entered into an agreement to drill wells in the Sawn Lake Property located in Northern Alberta, Canada with Deep Well Oil & Gas, Inc. (“Deep Well”) and Northern Alberta Oil, Ltd. (“NAOL”). In November 2005, that subsidiary renamed Signet Energy, Inc. (“Signet”) was reorganized. Surge issued 5.1 million of common stock in its Canadian subsidiary to former Signet officers, directors and certain shareholders, and transferred shares of Signet to Deep Well and NAOL and Surge.

 

Surge retained 10,500,000 shares of Signet after the foregoing transaction (approximately 49%) of Signet on a non-diluted basis. As a result, we became a minority shareholder in Signet, and obtained leases of oil and gas properties from Deep Well and NAOL. In July 2006, our interest in Signet was further diluted by the issuance of additional equity by Signet. On September 17, 2007, Signet combined with Andora Energy Corporation (“Andora”), resulting in further dilution of our interest in the combined entity to approximately 5.6% of the fully diluted shares of Andora. In exchange for our Signet shares we received 3,429,138 shares of Andora.

 

In 2009, as a result of the dismissal of lawsuits and settlement agreements, we received 252,361 Andora shares from a settlement with our former Chief Executive Officer. We also paid out 75,000 shares in settlement with a former director.

 

In another settlement with Andora dated February 2, 2010, 375,000 Andora shares were paid to Andora in full payment of all outstanding claims of approximately $560,000 owed Andora for legal fees in conjunction with a lawsuit.

 

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In 2010 and 2011, we transferred a total of 33,333 Andora shares to our former Chief Executive Officer in lieu of $20,000 in salary.

 

In October 2012, the Company agreed to issue a total of 308,780 Andora shares in settlement of amounts owed to its current Chief Financial Officer (and formerly its Chief Executive Officer) and another creditor. In October 2012, the Company agreed it would take steps to contribute as promptly as possible approximately 2,886,000 shares of common stock of Andora held by it to its wholly-owned subsidiary, Cold Flow Energy ULC, an Alberta corporation (“Cold Flow”), or a newly-formed wholly-owned subsidiary, Surge Holding Co., a Delaware corporation (either or both, the “Holding Company”). The Buyers and the Company have agreed that the Holding Company and the Andora Shares will not be disposed of by the Company for any purpose until the later of (i) April 30, 2013 or (ii) 180 days after the subsequent closing date (the “Distribution Date”). This restriction on the time period for the disposition of the Andora Shares or of the Holding Company may be waived in the event that the value of the total non-cash assets of the Company exceeds the value of the Andora Shares. Three of the Company’s current directors, Charles V. Sage, Edwin J. Korhonen and E. Jamie Schloss, were appointed directors of the Holding Company and Messrs. Sage and Schloss were appointed officers of the Holding Company. The Buyers and the Company have agreed that such persons shall remain in such roles through the Distribution Date.

 

On the Distribution Date, the Company will distribute the shares of the Holding Company (or the Andora Shares) or a liquidating dividend to the shareholders of the Company other than the Buyers and their affiliates and transferees and any other holders of the Common Stock issued subsequent to the closing dates (including any purchaser of Common Stock of the Company in any private placement subsequent to the closing dates but excluding holders who have obtained shares in the public markets); provided, however, that such a dividend can be paid pursuant to applicable corporate laws and in compliance with all securities laws. The mechanism for such distribution shall be agreed upon between the Company and the majority of the directors of the Holding Company.

 

The distribution will occur as soon as practical after a pending determination of the tax consequences, if any, and the determination of the method of distribution, upon approval of FINRA.

 

Other

 

In 2010, the Company sold the remaining 50,000 Good Energy shares for $122,500.

 

In 2010, the Company issued a total of 2,200,000 pre reverse split common shares for net total proceeds of $218,000.

 

In December 2010, the Company sold its interest in the Qualmay #12-42 well in Wyoming for $10,000.00 in cash due in March, 2011, plus forgiveness of lease operating expenses on the well totaling $19,405, and release of any plugging liability (estimated previously at $10,500), for a total recovery of $39,405.

 

During 2011, the Company sold a total of 2,250,000 common shares for $67,500.

 

In September 2011, the Company issued a Convertible Note to Asher Enterprises for $45,000 and repaid the Note in full in February, 2012. See Notes to Consolidated Financial Statements for complete details.

 

In January 2012, the Company issued 170,000 pre reverse split common shares at $0.03 per common share.

 

In October 2012, the Company issued a total of 7,000,000 post reverse split common shares for total proceeds of $350,000.

 

In November 2012, the Company received $100,000 in cash for the purchase an additional 3,216,715 post reverse split common shares, which shares were subscribed for but were unissued at December 31, 2012 pending an increase in authorized shares and the completion of the proposed reverse 1 for 20 stock split which occurred on February 22, 2013.

 

In March 2013, the Company issued 1,608,357 and 1,608,358 post reverse split common shares referred to above to Clark Morton, its Chief Executive Officer and William Fitzgerald, its President, respectively.

 

In June 2013, the Company issued 200,000 common shares and 200,000 warrants to an accredited investor for total proceeds of $100,000.

 

In September 2013, the Company issued 500,000 common shares and 500,000 warrants to an accredited investor.

 

On October 21, 2013, the Company issued 200,000 common shares and 200,000 warrants to an accredited investor.

 

On January 26, 2014, the Company issued 400,000 common shares and 175,000 warrants to an accredited investor.

 

On March 31, 2014, the Company issued 650,000 common shares and 200,000 warrants to an accredited investor.

 

On April 25, 2014, the Company issued 250,000 common shares and 200,000 warrants to an accredited investor.

 

Competition

 

The oil and gas business is highly competitive. Subject to additional financing, of which we can provide no assurances, we will try to compete with private, public and state-owned companies in all facets of the oil business, including suppliers of energy and fuel to industrial, commercial and individual customers. Numerous independent and major oil and gas companies and oil and gas syndicates actively seek out and bid for both oil and gas prospects with substantially greater financial and personnel resources and operating histories than we do. Competitive conditions may be substantially affected by various forms of energy legislation and/or regulation considered from time to time by the government of the United States and other countries, as well as factors that we cannot control, including international political conditions, overall levels of supply properties as well as for the services of third-party providers, such as drilling companies, upon which we rely. Many of these companies not only explore for, produce and market oil and natural gas, but also carry out refining operations and market the resultant products on a worldwide basis.

 

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Government and Environmental Regulation

 

Our operations will be subject to extensive and developing federal, state and local laws and regulations in the United States relating to environmental, health and safety matters; laws effecting petroleum, chemical products and materials; and waste management. Permits, registrations or other authorizations are required for the operation of certain of our facilities and for our oil and gas exploration and production activities. These permits, registrations or authorizations are subject to revocation, modification and renewal. Governmental authorities have the power to enforce compliance with these regulatory requirements, the provisions of required permits, registrations or other authorizations, lease conditions, and violators are subject to civil and criminal penalties, including fines, injunctions or both. Failure to obtain or maintain a required permit may also result in the imposition of civil and criminal penalties. Third parties may have the right to sue to enforce compliance. Foreign and domestic development, production and sale of oil are extensively regulated in Canada at both the federal and state levels. Legislation affecting the oil and gas industry is under constant review for amendment or expansion, frequently increasing the regulatory burden. Also, numerous departments and agencies, in Canada and at federal and state levels, have issued rules and regulations binding on the oil and gas industry and its individual members, compliance with which is often difficult and costly and some of which carry substantial penalties for failure to comply. Canada and multiple state statutes and regulations where we intend to conduct operations require permits for drilling operations, drilling bonds and reports concerning wells. Such jurisdictions also have statutes and regulations governing conservation matters, including the unitization or pooling of oil and gas properties and establishment of maximum rates of production from oil and gas wells.

 

Some risk of costs and liabilities related to environmental, health and safety matters is inherent in our operations, as it is with other companies engaged in similar businesses, and there can be no assurance that material costs or liabilities will not be incurred. In addition, it is possible that future developments, such as stricter requirements of environmental or health and safety laws and regulations affecting our business or more stringent interpretations of, or enforcement policies with respect to, such laws and regulations, could adversely affect us. To meet changing permitting and operational standards, we may be required, over time, to make site or operational modifications at our facilities, some of which might be significant and could involve substantial expenditures. There can be no assurance that material costs or liabilities will not arise from these or additional environmental matters that may be discovered or otherwise may arise from future requirements of laws in the United States and Canada.

 

Related party transactions

 

During the last two years, several of our directors and officers have been involved in transactions with us and have had contractual relationships with us. These are described in the Consolidated Financial Statements under “Related Party Transactions.”

 

In October 2012, the Company issued 7,000,000 post reverse split common shares and in March 2013, the Company subsequently issued an additional 3,216,715 common shares to its CEO, Clark Morton, and its President, William Fitzgerald. (See “Corporate History” above and Note 7 of the financial statements.)

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate significant estimates used in preparing our financial statements including those related to revenue recognition, guarantees and product warranties, stock based compensation and business combinations. We base our estimates on historical experience, underlying run rates and various other assumptions that we believe to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from these estimates. The following are critical judgments, assumptions, and estimates used in the preparation of the consolidated financial statements.

 

Use of Estimates

 

The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses, and the disclosure of contingent assets and liabilities, if any, at the date of the financial statements. The Company analyzes its estimates, including those related to future oil and gas revenues and oil and gas properties, contingencies and litigation. The Company bases its estimates on assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

 

Impairment of Long-Lived Assets

 

We have adopted U.S. GAAP Accounting Standards for Property, Plant and Equipment (ASC 360) ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by us be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. We evaluate the recoverability of long-lived assets based upon forecasted under counted cash flows. Should an impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and the ultimate disposition of the asset. ASC 360 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell.

 

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Marketable Securities

 

All investment securities are classified as either as available-for-sale or trading, and are carried at fair value or quoted market prices. Unrealized gains and losses on available-for-sale securities are reported as a separate component of stockholders’ equity. Amortization, accretion, interest and dividends, realized gains and losses and declines in value judged to be other-than-temporary on available-for-sale securities are recorded in other income. ASC 320 - Investments - Debt and Equity, Accounting for Certain Investments in Debt and Equity Securities and, Securities and Exchange Commission (SEC) Staff Accounting Bulletin (SAB) 59, Accounting for Noncurrent Marketable Equity Securities,  provide guidance on determining when an investment is other-than-temporarily impaired. This evaluation depends on the specific facts and circumstances. Factors that we consider in determining whether an other-than-temporary decline in value has occurred include: the market value of the security in relation to its cost basis; the financial condition of the investee; and the intent and ability to retain the investment for a sufficient period of time to allow for possible recovery in the market value of the investment.

 

Number of Total Employees and Number of Full-time Employees

 

At March 31, 2014, the Company had five (5) full time employees. From our inception through the period ended March 31, 2014, we have relied on the services of outside consultants for services in addition to from one (1) to five (5) full-time employees. In order for us to attract and retain quality personnel, we anticipate we will have to offer competitive salaries to future employees. As we continue to expand, or complete a major oil & gas property acquisition we will incur additional costs for personnel and consultants. This projected increase in personnel is dependent upon our generating revenues and obtaining sources of financing. There is no guarantee that we will be successful in raising the funds required or generating revenues sufficient to fund the projected increase in the number of employees. None of our employees are covered by collective bargaining agreements, and we believe our relations with our employees are favorable.

 

Results of Operations

 

For the Three Month Period Ending March 31, 2014 and March 31, 2013

 

The Company had operating revenues of $145 in the three months ended March 31, 2014 but none in the quarter ending March 31, 2013.

 

For the three months ended March 31, 2014, the Company incurred a net loss of $220,196 compared to a loss of $138,045 for the comparable period in 2013, an increased loss of $59,603(76%) from the prior period.  The principal reasons for this increased loss are set forth below:

 

Total operating expenses for the three months ended March 31, 2014 were $137,831 versus $138,045 in the comparable three months ended March 31, 2013, an increase of $82,151 from the prior period.  The increase in operating expenses was attributable primarily to an increase in officers’ salaries to $96,400 in the three months ending March 31, 2014 from $60,000 in the comparable period in 2013, an increase of $36,400, an increase in shareholders expenses related to the reverse stock split of $15,977 in 2014 versus none in 2013, an increase in legal fees to $24,586 in 2014 compared to $4,468 in 2013, and a decrease in all other expenses (net) of $6,446.

 

Net interest expenses for the three months ended March 31, 2014 was $107 versus net interest expense of $214 for the prior comparable three month period.

 

Future Operating Trends

 

Our future operations depend on available cash resources, additional financing, and/or the sale of additional common stock.

 

We can provide no assurances that any additional financing will be satisfactory to us, if at all.

 

Liquidity and Capital Resources

 

We have a history of net losses and expect that our operating expenses will continue to deplete our cash reserves as we have no revenues. Our business model contemplates expansion of our business by identifying and acquiring additional oil and gas properties. To make these acquisitions, our capital needs will increase substantially. We have limited working capital and cash resources to fund our oil and gas exploration. We plan to attempt to obtain our future funding that we will need to drill wells on leases owned, to lease additional properties and to otherwise finance our oil and gas operations through debt and equity markets or joint venture agreements with third parties; however, we can provide no assurances that we will be able to obtain additional funding (and/or joint venture partners willing to fund specific exploration projects) when it is required or that funding will be available to us on commercially acceptable terms, if at all.  If we fail to obtain the financing that we need when it is required, we may have to forego or delay potentially valuable opportunities to acquire new oil and gas properties or default on existing funding commitments to third parties and forfeit or dilute our rights in existing oil property interests. In the event additional financing is not available to us on commercially acceptable terms, if and when needed to finance our oil and gas operations and to meet our cash needs as they come due, this may seriously harm our business, financial condition and results of operations.

 

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Continuing Loss

 

As shown in the accompanying consolidated financial statements, the Company incurred losses from continuing operations of $220,089 of March 31, 2014 compared with $138,045 at March 31, 2013, 2012, an increase of $82,044. The Company’s cash position at March 31, 2014 was $276,876 compared with $61,521 at December 31, 2013. The Company’s current liabilities were $149,027 at March 31, 2014 compared with $537,255 at December 31, 2013, a decrease of $388,228.

 

The Company’s net working capital at March 31, 2014 was $141,172 compared with a working capital deficit of $457,603 at December 31, 2013.

 

Management believes it should have sufficient capital resources to meet projected cash flow needs through the next twelve months, although no assurances can be given in this regard.

 

Inflation

 

Our opinion is that inflation has not had a material effect on our operations. Inflation will increase operating expenses but since the Company’s Andora investment has significant oil reserves, such reserves should increase as oil prices increase due to inflation and market forces, which will in turn increase the value of our Andora shares.

 

Off Balance Sheet Arrangements

 

The Company does not maintain off-balance sheet arrangements nor does it participate in non-exchange traded contracts requiring fair value accounting treatment.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates, and stock and/or commodity prices. The Company does not have any financial instruments held for trading or other speculative purposes and does not invest in derivative financial instruments, interest rate swaps or other investments that alter interest rate exposure, except that we own equity securities in a private company held for long term investment and we hold equity securities in a publicly traded company whose value is marked to market on a quarterly basis. Our primary exposure to market risk is interest rate risk associated with our short term money market investments and the market price risk of our publicly traded investment. The Company does not have any credit facilities with variable interest rates.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to Clark Morton, our principal executive officer and E. Jamie Schloss, our principal financial officer, to allow timely decisions regarding required disclosure.

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of E. Jamie Schloss, our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(b) and 15d-15(b). Based upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were ineffective and there was a material weakness due to insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements and ineffective controls over period end financial disclosure and reporting processes.

 

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Management’s Report on Internal Control over Financial Reporting

 

Our adequate internal control over financial reporting, as that term is defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting.

 

Management is responsible for establishing and maintaining policies and procedures for the preparation of financial statements for external purposes consistent with generally accepted accounting principles in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

 

Our principal executive officer, Clark Morton, and our principal financial officer, E. Jamie Schloss, evaluated the effectiveness of our internal control over financial reporting as of March 31, 2014. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on this evaluation, Mr. Morton and Mr. Schloss concluded that, as of March 31, 2014, our internal control over financial reporting was not effective due to material weaknesses in the system of internal control. A material weakness is a deficiency, or combination of deficiencies, that creates a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected in a timely manner.

 

The material weakness assessed by our management was that (1) we have not properly segregated duties as our principal financial officer can initiate, authorize, and complete all transactions, and (2) we have not implemented measures that would prevent the principal financial officer from overriding the internal control system. We do not believe that these control weaknesses have resulted in deficient financial reporting because the principal financial officer is aware of his responsibilities under the SEC’s reporting requirements and personally certifies our financial reports.

 

Accordingly, while we have identified certain material weaknesses in our system of internal control over financial reporting, we believe we have taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Our management has determined that current resources should be appropriately applied elsewhere and, when resources permit, it will address and remediate material weaknesses through implementing various controls or changes to controls. At such time as we have additional financial resources available to us, we intend to enhance our controls and procedures. We will not be able to assess whether the steps we intend to take will fully remedy the material weakness in our internal control over financial reporting until we have fully implemented them and sufficient time passes in order to evaluate their effectiveness.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal controls over financial reporting, known to the Principal financial officer that occurred during the quarter ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company’s business and operations may subject the Company to claims, litigation and other proceedings brought by private parties and governmental authorities. The Company has in the past been involved in contract and indemnity disputes in several litigation matters. Litigation can involve complex factual and legal questions and its outcome is uncertain. Any claim that is successfully asserted against us could result in significant damage claims and other losses and could adversely affect our financial condition. Even if the Company were to prevail, any litigation could be costly and time-consuming and would divert the attention of our management and key personnel from our business operations, which would adversely affect our financial condition, results of operations or cash flows.

 

There are no pending open litigation matters affecting the Company.

 

ITEM 1A. RISK FACTORS

 

Our business has many risks. During the three months ended March 31, 2014, there were no material changes to the information in our 2013 Form 10-K under “Risk Factors.” Those factors that could materially adversely affect our business, financial condition, operating results or liquidity and the trading price of our common stock are described in more detail under “Risk Factors” in Item 1A of our 2013 Form 10-K filed with the Securities and Exchange Commission on April 9, 2013. This information should be considered carefully, together with other information in this report and other reports and materials we file with the Securities and Exchange Commission.

 

Loss of Investment Company Act Exclusion Would Adversely Affect Our Business

 

Surge Global Energy (“Surge”) currently relies on section 3(c)(9) of the Investment Company Act of 1940 (“1940 Act”) to avoid federal registration and regulation as an investment company. Section 3(c)(9) excludes from the 1940 Act’s definition on investment company “[a]ny person substantially all of whose business consists of owning or holding oil, gas, or other mineral royalties or leases, or fractional interests therein, or certificates of interest or participation in or investment contracts related to such mineral royalties or leases, or fractional interests therein relative to such royalties, leases, or fractional interests.”

 

Any future failure by Surge to qualify for the section 3(c)(9) exclusion, or any other exemption or exclusion from the 1940 Act or the rules thereunder, could cause Surge to be required to register with the U.S. Securities and Exchange Commission as an investment company under the 1940 Act or to reorganize its business so as to avoid such registration and regulation. Regulation and registration as an investment company under the 1940 Act and the rules thereunder would, among other things, prevent Surge from conducting its business as described herein and would create additional expenses and divert management time.

 

During the three months ended March 31, 2014, there were no material changes to the information in our 2013 Form 10-K under “Risk Factors.”

 

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

(a) During the three months ended March 31 2014, there were no sales of securities by the Company except as set forth below:

 

Date of Sale    Title of Security  

Number of Shares

Sold

 

 Consideration

Received,

Commissions

  Purchasers  

 

Exemption from

Registration Claimed

January 22, 2014   Common stock   400,000   $100,000, no commissions paid   Accredited Investors  

Rule 506;

Section 4(2)

                     

March 15, 2014 

 

  Common stock   650,000   $100,000, no commissions paid    Accredited Investors  

Rule 506;

Section 4(2)

 

During the three months ended March 31, 2014, there were no repurchases by the Company of its Common Stock.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None

 

ITEM 6. EXHIBITS

 

31.1   Certification by Principal Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
     
31.2   Certification by Principal Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act, promulgated pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
     
32.1   Certification by Principal Executive Officer, pursuant to 18 USC Section 1350.*
     
32.2   Certification by Principal Financial Officer, pursuant to 18 USC Section 1350.*
     
101   Interactive data files pursuant to Rule 405 of Regulation S-T:**
     
    (i)  Consolidated Balance Sheets at March 31, 2014(unaudited) and December 31, 2013.
     
    (ii) the unaudited Consolidated Statements of Operations and Comprehensive Income (Loss) for the periods ending March 31, 2014 and 2013
     
    (iii) the unaudited Consolidated Statements of Cash Flows for the periods ending March 31, 2014 and March 31, 2013, and inception of development stage to March 31, 2014, and
     
    (iv) the notes to unaudited financial statements.*
     
    **This information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.
                                       
    * Filed herewith.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  SURGE GLOBAL ENERGY, INC.
     
DATED: May 15, 2014 By: /s/ Clark Morton
    Clark Morton
    (PRINCIPAL EXECUTIVE OFFICER)

 

  SURGE GLOBAL ENERGY, INC.
     
DATED: May 15, 2014 By: /s/ E. Jamie Schloss
    E. Jamie Schloss
    (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)

 

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