XML 33 R23.htm IDEA: XBRL DOCUMENT
v3.22.2.2

Debt (Tables) | 9 Months Ended
--- | ---
Sep. 30, 2022
Notes Payable [Member] |
Short-Term Debt [Line Items] |
Schedule of Notes Payable | Notes Payable Schedule of Notes Payable
|  |  | 1 |  |  |  | 2 |  |  |  | 3 |  |  |  |  |  |  |  | 4 |  |  |  |  |  |  |  |  |
Terms |  |  | Notes Payable |  |  |  | Notes Payable |  |  |  | Notes Payable |  |  |  | Note Payable |  |  |  | Notes Payable |  |  |  | Total |  |  |  | In-Default |
Issuance dates of notes |  |  | April/May 2022 |  |  |  | April/June 2022 |  |  |  | March 2022 |  |  |  | 2019 |  |  |  | 2021 |  |  |  |  |  |  |  |  |
Maturity date |  |  | October/November 2022 |  |  |  | January/February 2023 |  |  |  | March 2023 |  |  |  | 2020 |  |  |  | 2022 |  |  |  |  |  |  |  |  |
Interest rate |  |  | 19% |  |  |  | 24% |  |  |  | 19% |  |  |  | 18% |  |  |  | 10% |  |  |  |  |  |  |  |  |
Default interest rate |  |  | 26% |  |  |  | N/A |  |  |  | 26% |  |  |  | 0% |  |  |  | 0% |  |  |  |  |  |  |  |  |
Collateral |  |  | Unsecured |  |  |  | All assets |  |  |  | Unsecured |  |  |  | Unsecured |  |  |  | Unsecured |  |  |  |  |  |  |  |  |
Warrants issued as discount/issue costs |  |  | 36,000 |  |  |  | N/A |  |  |  | 15,000 |  |  |  | N/A |  |  |  | 2,406,250 |  |  |  |  |  |  |  |  |
Principal |  | $ | 1,200,000 |  |  | $ | 5,000,000 |  |  | $ | 500,000 |  |  | $ | 250,000 |  |  | $ | 1,101,000 |  |  | $ | 8,051,000 |  |  |  |  |
Balance - December 31, 2020 |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 250,000 |  |  |  | - |  |  |  | 250,000 |  |  | $ | 250,000 |
Gross proceeds |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,101,000 |  |  |  | 1,101,000 |  |  |  |  |
Debt discount |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (672,254 | ) |  |  | (672,254 | ) |  |  |  |
Amortization of debt discount |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 698,511 |  |  |  | 698,511 |  |  |  |  |
Repayments |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (250,000 | ) |  |  | (1,127,257 | ) |  |  | (1,377,257 | ) |  |  |  |
Balance - December 31, 2021 |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Gross proceeds |  |  | 1,200,000 |  |  |  | 5,000,000 |  |  |  | 500,000 |  |  |  | - |  |  |  | - |  |  |  | 6,700,000 |  |  |  |  |
Debt issue costs |  |  | (76,451 | ) |  |  | - |  |  |  | (38,953 | ) |  |  | - |  |  |  | - |  |  |  | (115,404 | ) |  |  |  |
Amortization of debt issue costs |  |  | 56,048 |  |  |  | - |  |  |  | 38,953 |  |  |  | - |  |  |  | - |  |  |  | 95,001 |  |  |  |  |
Balance - September 30, 2022 |  | $ | 1,179,597 |  |  | $ | 5,000,000 |  |  | $ | 500,000 |  |  | $ | - |  |  | $ | - |  |  | $ | 6,679,597 |  |  | $ | - |
1 | - | These notes were issued with 36,000, three (3) year warrants, which have been reflected as debt issue costs and are amortized over the life of the debt.
2 | - | The Company executed a $5,000,000, secured, revolving promissory note with a third party. The Company may draw down on the note at 80% of eligible accounts receivable. See below.
3 | - | These notes were issued with 15,000, three (3) year warrants, which have been reflected as debt issue costs and were amortized over the life of the debt. Additionally, in September 2022, the Company issued an additional 12,000, three (3) year warrants, which have been treated as interest expense in connection with extending the maturity date for notes totaling $400,000 to March 2023. In October 2022, the Company repaid $100,000.
4 | - | In the event of default, these notes were convertible at 75% of the market price based upon the VWAP in preceding 10 days. There were defaults. Debt discount on notes totaling $1,101,000 in principal included original issue discounts of $101,000 and debt discounts associated with warrants totaling $229,268. Additionally, the Company computed a beneficial conversion feature of $341,986.
Convertible Notes Payable [Member] |
Short-Term Debt [Line Items] |
Schedule of Notes Payable | Convertible Notes Payable – Net Schedule of Notes Payable
|  | Convertible |  |  | Convertible |  |  | Convertible |  |  |  |
Terms |  | Notes Payable |  |  | Notes Payable |  |  | Notes Payable |  |  | Total |
Issuance dates of notes |  |  | 2019 and Prior |  |  |  | February 2020 - December 2020 |  |  |  | January 2021 - March 2021 |  |  |  |  |
Maturity date |  |  | 2020 |  |  |  | February 2021 - September 2021 |  |  |  | May 2021 - March 2022 |  |  |  |  |
Interest rate |  |  | 14% |  |  |  | 10% - 14% |  |  |  | 5% - 12% |  |  |  |  |
Collateral |  |  | Unsecured |  |  |  | Unsecured |  |  |  | Unsecured |  |  |  |  |
Conversion price |  |  | A |  |  |  | A |  |  |  | B |  |  |  |  |
Principal |  | $ | - |  |  | $ | 2,347,000 |  |  | $ | 2,550,000 |  |  | $ | 4,897,000 |
Balance - December 31, 2020 |  | $ | - |  |  | $ | 1,516,170 |  |  | $ | - |  |  | $ | 1,516,170 |
Gross proceeds |  |  | - |  |  |  | - |  |  |  | 2,550,000 |  |  |  | 2,550,000 |
Debt discount |  |  | - |  |  |  | - |  |  |  | (2,460,829 | ) |  |  | (2,460,829 | )
Amortization of debt discount |  |  | - |  |  |  | 517,781 |  |  |  | 2,460,829 |  |  |  | 2,978,610 |
Repayments - cash |  |  | - |  |  |  | - |  |  |  | (2,550,000 | )D |  |  | (2,550,000 | )
Conversion to equity/debt modification |  |  | - |  |  |  | (2,110,898 | ) |  |  | - |  |  |  | (2,110,898 | )
Reclassified to receivable |  |  | - |  |  |  | 76,947 | C |  |  | - |  |  |  | 76,947 |
Balance - December 31, 2021 |  | $ | - |  |  | $ | - |  |  | $ | - |  |  | $ | - |
A | – | Convertible at 65% multiplied by the lowest one (1) day volume weighted average price (“VWAP”) of the Company’s common stock during the ten (10) trading days prior to conversion.
B | – | Convertible at 70% - 75% multiplied by the lowest one (1) day volume weighted average price (“VWAP”) of the Company’s common stock during the ten (10) trading days prior to conversion.
C | - | During 2021, the Company overpaid a note holder by $76,947 when settling the outstanding balance. This overpayment had been recorded as a receivable and was repaid in full in April 2021.
D | - | During 2021, the Company repaid the $2,550,000 of convertible notes in full, however, one of the notes, having a principal of $2,300,000 was prepaid early. As a result, the Company paid an additional prepayment penalty equal to 120% of the outstanding amount due at the time of prepayment, resulting in additional interest expense of $465,239. Also, at the time of repayment, the embedded derivative liability ceased to exist.
Related Party [Member] |
Short-Term Debt [Line Items] |
Schedule of Notes Payable | Notes Payable – Related Parties Schedule of Notes Payable
|  | 1 |  |  | 2 |  |  | 3 |  |  |  |
|  | Loan Payable |  |  | Loan Payable |  |  | Loan Payable |  |  |  |
Terms |  | Related Party |  |  | Related Party |  |  | Related Party |  |  | Total |
Issuance dates of notes |  | Various |  |  | May 2020/January 2021 |  |  | August 2021 |  |  |  |
Maturity date |  | January 1, 2023/January 1, 2024 |  |  | March 2021 |  |  | August 2031 |  |  |  |
Interest rate |  |  | 10% |  |  |  | 15% |  |  |  | 10% |  |  |  |  |
Collateral |  |  | Unsecured |  |  |  | Unsecured |  |  |  | Unsecured |  |  |  |  |
Conversion price |  |  | N/A |  |  |  | N/A |  |  |  | N/A |  |  |  |  |
Balance - December 31, 2020 |  | $ | 3,341,940 |  |  | $ | 147,500 |  |  | $ | - |  |  | $ | 3,489,440 |
Gross proceeds |  |  | 3,825,000 |  |  |  | 63,000 |  |  |  | 467,385 |  |  |  | 4,355,385 |
Accrued interest included in note balance |  |  | 692,458 |  |  |  | - |  |  |  | - |  |  |  | 692,458 |
Conversion of debt into common stock |  |  | (2,265,967 | ) |  |  | - |  |  |  | - |  |  |  | (2,265,967 | )
Repayments |  |  | - |  |  |  | (210,500 | ) |  |  | - |  |  |  | (210,500 | )
Balance - December 31, 2021 |  |  | 5,593,431 |  |  |  | - |  |  |  | 467,385 |  |  |  | 6,060,816 |
No activity - 2022 |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Balance - September 30, 2022 |  | $ | 5,593,431 |  |  | $ | - |  |  | $ | 467,385 |  |  | $ | 6,060,816 |
1 | Activity is with the Company’s Chief Executive Officer and Board Member (Kevin Brian Cox). Prior to September 30, 2021, these notes were either due on demand or had a specific due date. Additionally, these advances had interest rates from 6% - 15%. On September 30, 2021, all notes and related accrued interest were combined into two (2) new notes.
| The new notes had due dates of June 30, 2022 or January 1, 2023. In April 2022, the notes were extended to January 1, 2023 and January 1, 2024, respectively. All notes bear interest at 10%. At September 30, 2021, the Company included $692,458 of accrued interest in the new note balance. In 2021, the Company issued 561,758 shares of common stock at $4.30/share to settle $2,415,560 of debt including principal of $2,265,967 and accrued interest of $149,593. As a result of the debt conversion with a related party, gains/losses were recognized, however, the Company increased additional paid-in capital for $2,415,560.
2 | Activity is with the Company’s former President, Chief Operating Officer and Board Member (Anthony Nuzzo). Mr. Nuzzo passed away in March 2022.
3 | Activity is with David May, who is a Board Member.
Paycheck Protection Program And Economic Injury Disaster Loan [Member] |
Short-Term Debt [Line Items] |
Schedule of Notes Payable | Schedule of Notes Payable
|  | PPP |  |  | EIDL |  |  | EIDL |  |  | PPP |  |  |  |
Terms |  | SBA |  |  | SBA |  |  | SBA |  |  | SBA |  |  | Total |
Issuance dates of SBA loans |  |  | April 2020 |  |  |  | May 2020 |  |  |  | July 2020 |  |  |  | March 2021 |  |  |  |  |
Term |  |  | 18 months |  |  |  | 30 Years |  |  |  | 30 Years |  |  |  | 5 Years |  |  |  |  |
Maturity date |  |  | October 2021 |  |  |  | May 2050 |  |  |  | July 2050 |  |  |  | March 2026 |  |  |  |  |
Interest rate |  |  | 1 | % |  |  | 3.75 | % |  |  | 3.75 | % |  |  | 1 | % |  |  |  |
Collateral |  |  | Unsecured |  |  |  | Unsecured |  |  |  | Unsecured |  |  |  | Unsecured |  |  |  |  |
Conversion price |  |  | N/A |  |  |  | N/A |  |  |  | N/A |  |  |  | N/A |  |  |  |  |
Principal |  | $ | 498,082 |  |  | $ | 150,000 |  |  | $ | 486,600 |  |  | $ | 518,167 |  |  | $ | 1,652,849 |
Balance - December 31, 2020 |  | $ | 498,082 |  |  | $ | 150,000 |  |  | $ | 486,600 |  |  | $ | - |  |  | $ | 1,134,682 |
Gross proceeds |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 518,167 |  |  |  | 518,167 |
Forgiveness of loan |  |  | (371,664 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (371,664 | )1
Deconsolidation of subsidiary (“TW”) |  |  | - |  |  |  | - |  |  |  | (150,000 | ) |  |  | - |  |  |  | (150,000 | )2
Balance - December 31, 2021 |  |  | 126,418 |  |  |  | 150,000 |  |  |  | 336,600 |  |  |  | 518,167 |  |  |  | 1,131,185 |
Forgiveness of loan |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (518,167 | ) |  |  | (518,167 | )3
Repayments |  |  | (20,807 | ) |  |  | (3,530 | ) |  |  | (6,455 | ) |  |  | - |  |  |  | (30,792 | )
Balance - September 30, 2022 |  | $ | 105,611 |  |  | $ | 146,470 |  |  | $ | 330,145 |  |  | $ | - |  |  | $ | 582,226 |
1 | During 2021, the Company received a partial forgiveness on a PPP loan totaling $377,743, of which $371,664 was for principal and $6,079 for accrued interest. The Company recorded this forgiveness as other income in the accompanying consolidated statements of operations.
2 | In connection with the deconsolidation of TW in 2021, $150,000 of debt was assumed by the TW’s buyer.
3 | During 2022, the Company received forgiveness on a PPP loan totaling $524,143, of which $518,167 was for principal and $5,976 for accrued interest. The Company recorded this forgiveness as other income in the accompanying consolidated statements of operations.

X
- Definition Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04(a)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690 Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399 Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 6 -URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644 Reference 5: http://www.xbrl.org/2003/role/exampleRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 55 -Paragraph 69B -URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612 Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399 Reference 7: http://www.xbrl.org/2003/role/exampleRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 55 -Paragraph 69E -URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612 Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 7 -URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644 Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 8 -URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644 Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 942 -SubTopic 470 -Section 50 -Paragraph 3 -URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823 Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 55 -Paragraph 8 -URI https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400 Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644 + Details
Name: | us-gaap_ScheduleOfDebtInstrumentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. + References No definition available. + Details
Name: | us-gaap_ShortTermDebtLineItems
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Details
Name: | us-gaap_LongtermDebtTypeAxis=SURG_NotesPayableMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | us-gaap_LongtermDebtTypeAxis=us-gaap_ConvertibleNotesPayableMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | us-gaap_RelatedPartyTransactionsByRelatedPartyAxis=SURG_RelatedPartyMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |

X
- Details
Name: | us-gaap_DebtInstrumentAxis=SURG_PaycheckProtectionProgramAndEconomicInjuryDisasterLoanMember
Namespace Prefix: |
Data Type: | na
Balance Type: |
Period Type: |