SurgePays Inc (SURG)

[joenatural]

Here is the SEC complaint I filed today against KSIX Media Holdings, Inc. and Carter Matzinger personally. The complaint was also filed with the SEC's Whistleblower Division ..........

In late November of 2016, I was introduced by a very trusted associate to the CEO of a publicly traded company on the OTC, Carter Matzinger of KSIX Media Holdings, Inc. (KSIX). Matzinger offered myself and several others 200,000 restricted shares at .10 cents and a warrant to buy half that number at .50 cents for up to 3 years.

On Nov. 29th, Matzinger e-mailed me a subscription agreement, which I signed and returned via e-mail the same day. I was told the agreement would be signed and immediately returned to me, yet to this day, no one other than myself has signed the subscription agreement. Neither the company's attorney (John Dolkart, Jr. - also their Escrow Agent) or Carter Matzinger himself sent me back a signed subscription agreement as promised. I am not the only participant this happened to and I will gladly provide a list of other private placement participants upon request. Also on Nov. 29th, I received the Escrow Agreement from KSIX attorney/agent John Dolkart, Jr. I signed and returned the escrow agreement on Nov. 30th. On Dec. 1st, I wired $20,000 to John Dolkart, Jr. On Dec. 2nd, Carter Matzinger e-mailed me the escrow agreement signed by Matzinger and Dolkart, Jr.

Carter Matzinger made it very clear that the acquisition of True Wireless, LLC by KSIX would be finalized by Dec. 7th or 8th and the subscription and escrow agreement stated that if the acquisition hasn't closed within 30 days, the $20,000 would be returned. To this date, the acquisition has still not closed and my money was not returned as promised by the company's lawyer/agent and Board of Directors.

After 30 days, I became very concerned that not only did the acquisition not close, but I still hadn't received my restricted stock certificate. In the meantime, I had numerous phone conversations with Matzinger about the stock I had not received as well as why the stock price of KSIX was plunging. I was first told in early December that the toxic convertible debt was all being purchased by a company belonging to one of the Board of Directors and thus no situation would arise whereby anymore debt would be converted into shares and dumped into the market, clearly an outright lie. Later in December, Matzinger stated that no more than 1 million shares would be converted and sold into the market, another lie.

In January, Matzinger told me I still didn't have my stock certificate because he was changing transfer agents so that no more convertible toxic debt could be converted into shares by at least two firms that he did toxic financing deals with. Obviously this statement made it obvious that indeed this toxic debt was never purchased as was indicated in early December. Matzinger stated the two firms were irate about the switching of transfer agents and that he thought he was taken advantage of in very bad deals he agreed to and thus the firms could sue him for all he cared. The subsequent transfer agent change didn't slow down the massive dumping of stock whatsoever, as the stock continued its plunge.

In watching day after day the massive dumping of shares into the market, I realized that Matzinger hadn't been truthful whatsoever about the number of shares that could possibly hit the market, so I decided to contact the transfer agent. Upon making contact with them on Feb. 21st, I asked them for the outstanding share count for KSIX, at which time I was told that approval would be needed from Carter Matzinger. They stated they would e-mail Matzinger for approval and then contact me. Shortly thereafter, the transfer agent e-mailed me, stating they had indeed e-mailed Matzinger with my request. In the meantime, I sent a text message to Matzinger, letting him know that his transfer agent would be contacting him for his approval as to releasing the share count to me. I received no reply and the request was not granted., confirming my suspicion about the number of shares being converted and dumped into the market.

Also on Feb. 21st, I contacted Dolkart, Jr. and he instructed me to e-mail him a rescission request and that he would present it to the Board of Directors. I e-mailed my rescission request and received an immediate reply from Dolkart, Jr. the same day, stating that he would discuss the request with the board the following day and then send me a rescission/release agreement. He also indicated that upon signing of the agreement, he would wire me the $20,000.

The following morning I received a phone call from a person named Ed Winfield who stated he was also a shareholder and that everything was going to work out. I asked this person why he's calling me and who put him up to it. He stated that no one put him up to it (obviously a lie) and that he just happen to know I was a shareholder and wanted to reach out. I instantly knew that Matzinger had received word of the rescission agreement from his lawyer and wanted to do his best to try and keep me in the private placement without having to refund my money. After receiving this very odd call out of the blue from Winfield, I immediately contacted Dolkart, Jr. and told him about the call. Dolkart, Jr. stated that Winfield was a consultant for KSIX and that he had free-trading stock. Dolkart, Jr. told me that he himself was also being paid with KSIX stock.

Having not immediately received the settlement agreement, I contacted Dolkart, Jr. on Feb. 23rd via e-mail, indicating that I was really getting pissed off. I indicated that the KSIX/True Wireless deal never closed and that I should have had my refund within 30 days of Nov. 29th. Dolkart, Jr. replied via e-mail, saying that the deal was closed between KSIX and True Wireless and he then referred me to an 8-K filed on Dec. 9th. He went on to say that I would receive the settlement agreement that afternoon. I later indicated to Dolkart, Jr. on the phone that a Definitive Agreement has nothing to do with a closing of an acquisition and that as of today, the deal was still not closed.

In not receiving the settlement agreement that afternoon of the 23rd as promised, I contacted Dolkart, Jr. on Feb. 27th to find out what the delay was about. Dolkart, Jr. stated I would receive the agreement that evening. I didn't. I did however, finally receive the agreement on Feb. 28th. I signed it and sent it back to Dolkart, Jr. The agreement stated I would receive my $20,000 refund within 7 days. A week went by and not only did I not receive a signed copy from Matzinger, I never received my refund. I then contacted Dolkart, Jr. and told him the games were over. I asked him if he would accept service of process for KSIX and for Carter Matzinger personally. He said no.

To this day, 4 1/2 months later, the KSIX/True Wireless acquisition has not closed. I have not received my $20,000 refund. I have not received restricted stock that was due in early December. I ask that the SEC immediately halt trading in the stock of KSIX and shut down this scam once and for all. Please take the necessary civil and criminal actions against KSIX, Carter Matzinger and all ffiliated parties in order to protect others from being defrauded. I ask that Carter Matzinger be removed from his capacity as CEO and that he never be allowed to participate in a publicly traded company again. I have all records concerning phone calls, e-mails and text messages if you need them. In addition to this complaint filed today with the SEC and SEC's Whistleblower Division, I am filing similar complaints with the Clark County District Attorney's office, the FCC, the California State Bar, the Nevada State Bar and I'm currently drafting a lawsuit seeking treble damages against KSIX Media Holdings, Inc., Carter Matzinger, every member of the Board of Directors of KSIX Media Holdings, Inc., True Wireless, LLC, Kevin Brian Cox and John Dolkart, Jr. It is my understanding that other private placement participants that were defrauded are considering some of the same actions listed above.

All necessary documentation has been attached.

TCR Submitted Successfully - Reference Number: TCR1492107460802
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