28 Aug Red Giant Entertainment Inc (REDG) – added to out watch list today
Red Giant Entertainment Inc got its new trading symbol (REDG) today taking its final step towards a future paid promotion. As I was reviewing the filings today getting ready to put together this report I couldn't help but think that REDG might have prolific spam promoter all over it.
Some key developments in the shell's history
Prior to becoming Red Giant Entertainment Inc, the shell was known as Castmor Resources Ltd. (CASL). The Castmor Resources Ltd. entity was first registered with the state of Nevada on 6/27/05.
The original CEO and CFO for the company was Fidel Thomas. His VP and COO was Alfonso Quijada.
Prior to taking Castmor Resources Ltd public in 2008, Fidel Thomas and Alfonso Quijada were both officers together for Pickford Minerals Inc. (PKFM). PKFM would end up doing a share exchange with a company known as Novagen Solar Inc and the shell now trades under the symbol (NOVZ).
Fidal Thomas was also involved in a Canadian production company called Vision Images Motion Picture Corp from 1997 - 2002 and was an officer of AMP Productions Ltd (AMPC) from 2003 - 2007 - that shell now trades under the name Computer Graphics International Inc (CGII). Two other shells can also be linked to Fidal Thomas - Northridge Ventures Inc which currently trades under the symbol PCHN and Eurocan Holdings Ltd which is in the process of trying to go public.
Early Shareholders and business operations
Castmor Resources Ltd went public with 12,435,000 shares outstanding.
Fidel Thomas owned 1,000,000 shares received for $100
Alfonso Quijada owned 8,300,000 shares received for $830
An unnamed seed shareholder owned 1,000,000 shares received for $100
An unnamed seed shareholder owned 750,000 shares received for $15,000
An unnamed seed shareholder owned 180,000 shares received for $3,600
47 unnamed seed shareholders owned 1,205,000 shares received for $.05/share
Looking back at the S-1 filing for Fidel Thomas and Alfonso Quijada's other shell, Pickford Minerals Inc (PKFM) we see that PKFM had a nearly identical share structure to start out with. In that S-1 filing they disclose that their 750,000 shares issued for $15,000 went to Aberfoyle Investments LP. I'd be willing to bet that Aberfoyle Investments LP also owns the 750,000 shares in the CASL shell.
The shell went public touting a mineral claim called the White Bear Arm Property. The property was transferred to Castmor Resources Ltd from Thomas Mills in 2007, but by August 31, 2009, it was dropped and the Castmor Resources Ltd shell owned no rights to any mining claims.
Taking baby steps
On January 15, 2010, Fidel Thomas resigned and Alfonso Quijada took over all of the vacated officer positions.
Castmor Resources Ltd then signed an acquisition agreement with a company called Cage Wars Championship Ltd located in the UK on March 15, 2010. The agreement called for Castmore Resources Ltd to pay 2,000,000 shares to Christopher Kelly and Patrick Mooney for control of Cage Wars Championship Ltd. The acquisition was set to take place following an 8:1 forward split of all Castmore Resources Ltd stock.
Castmor Resources Ltd had gone from mining into cage fighting. The acquisition agreement was supposed to close on April 19, 2010. Castmor Resources Ltd even went as far as to file a proxy statement to do a name change to Takedown Entertainment Inc. Four days before it was set to close the acquistion agreement got cancelled on April 15, 2010.
A few months later Castmor Resources Ltd would end up doing a 1:5 reverse split while at the same time raising the authorized share count from 100,000,000 to 900,000,000 on August 23, 2010. The reverse split cleared on September 21, 2010.
This made the new outstanding share count of 2,487,000 shares look like this:
Fidal Thomas owned 200,000 shares received for $100
Alfonso Quijada owned 1,660,000 shares received for $830
An unnamed seed shareholder owned 200,000 shares received for $100
Aberfoyle Investments LP owned 150,000 shares received for $15,000
An unnamed seed shareholder owned 36,000 shares received for $3,600
47 unnamed seed shareholders owned 241,000 shares received for $.25/share
Mysterious Debt Arrangement
The same exact day that the reverse split cleared (September 21, 2010), the Castmor Resources Ltd shell signed a very fishy Promissory Note with a foreign entity based in Germany called Moneris Capital Limited Partners
Moneris Capital Limited Partners
Markgrafenstrasse 56, Suite 121
Berlin, Germany 10117
The filing doesn't tell us who controls Moneris Capital Limited Partners.
An identical Promissory Note was signed between Moneris Capital Limited Partners and another shell linked to Fidel Thomas (Northridge Ventures Inc) a couple of weeks later on October 8, 2010. That Note also failed to disclose who controls the Moneris Capital Limited Partners entity.
The share exchange agreement between Pickford Minerals Inc and Novagen Solar Inc not only gives us the name Moneris as a shareholder of yet another Fidel Thomas company, but it also discloses to us who controls (at least in part) both Moneris and Aberfoyle Investments LP.
Signing for Aberfoyle Investments LP was Erik Ihl
Signing for Fahrinsland Capital LLC was Erik Ihl
Signing for Moneris was Erik Ihl and Gisela Mills (mother of Thomas Mills who has been involved in every Fidel Thomas shell)
And looking at one more Fidel Thomas linked shell, Eurocan Holdings Ltd, also shows Erik Ihl as the control person for Moneris Capital Limited Partnership in the S-1 filing. Moneris Capital Limited Partnership is a seed shareholder in that shell which is still attempting to gain public trading status. Like Castmor Resources Ltd, Conrad Lysiak was the attorney used to do the S-1 filing.
Looking at one more Fidel Thomas linked shell, AMP Productions Ltd, discloses to us that Thomas Mills is affiliated with Moneris:
The $50,000 Promissory Note was issued to coincide with Castmor Resources Ltd signing a new lease agreement for the same mining property they had previous dropped, the White Bear Arm Property. Since we know that Thomas Mills controls the property and controls the entity loaning the $50,000, the claim purchase agreement is very contradicting. It calls Thomas Mills a controlling Castmor Resources Ltd shareholder in one part of the filing and it calls Thomas Mills a non-affiliate in the other part of the filing that mentions the Promissory Note.
So Thomas Mills (Moneris Capital) lets Castmor Resources borrow $50,000 in exchange for 10,000,000 shares then $10,000 of that $50,000 is used to purchase the rights to a property controlled by Thomas Mills that was deemed worthless and dropped once by Castmor Resources Ltd. 1 year earlier.
Following the claim purchase agreement, Castmor Resources Ltd filed an S-1 on October 5, 2010 to sell 20,000,000 more shares at $.005/share to raise $100,000 to use to develop the mining property.
It took until July 12, 2011 to get the S-1 filing approved.
Some time between July 12, 2011 and August 31, 2011 those 20,000,000 shares were sold to some unnamed insider(s) for $.005/share. By no later than August 31, 2012, those 20,000,000 shares will become free trading to go along with those other 10,000,0000 shares already issued to Thomas Mills.
So at this point we know that Fidel Thomas, Thomas Mills, and Erik Ihl are a very close knit bunch that have worked together to sign arm length agreements with one another to position themselves for future enrichment in several publicly traded shells.
The BCSC was not too impressed by this little close knit group. They issued a Cease Trade Order against one of their publicly traded shells - Northridge Ventures Inc. Reading that Cease Trade Order it is easy to see how Northridge Ventures Inc was going down the exact same path at the REDG shell setting up Fidel Thomas, Thomas Mills, and Erik Ihl for future enrichment.
Getting ready for the paid promotion
Almost immediately after the S-1 filing was approved, CASL had a change in management. Alfonso Quijada stepped down and John Allen took his place.
On April 17, 2012, John Allen stepped out of the way after quietly fulfilling his roll as puppet CEO. Benny Powell became the new sole officer and director of the shell.
Benny Powell then put the finishing touches on setting up the sell for a possible paid promotion that will most likely occur after the Labor Day weekend.
According to the CASL filings, Red Giant Entertainment LLC was incorporated in the state of Florida on January 1, 2011, then later the name was changed to Red Giant Entertainment Inc, but no entity named Red Giant Entertainment LLC was ever incorporated in the state of Florida that I can find.
Here is the Red Giant Entertainment website. It was registered by Benny Powell in March of 2011. If you want to get more up close and personal with Benny Powell. Here is his blog spot and here is his twitter.
Benny Powell then changed the name of the Castmor Resources Ltd shell to Red Giant Entertainment Inc and conducted a 6:1 forward split.
The outstanding share count now looks like this:
434,922,000 shares outstanding @ current trading price of $1.25/share = market cap of $543,652,500.
Fidal Thomas - 1,200,000 shares received for $100 currently worth $1,500,000
Alfonso Quijada - 9,960,000 shares received for $830 currently worth $12,450,000
An unnamed seed shareholder - 1,200,000 shares received for $100 currently worth $1,500,000
Aberfoyle Investments LP - 900,000 shares received for $15,000 currently worth $1,125,000
An unnamed seed shareholder - 216,000 shares received for $3,600 currently worth $270,000
47 unnamed seed shareholders owned 1,446,000 shares received for $.04167/share currently worth $1,807,500
Terry Mills and other insiders - 180,000,000 free trading shares received for $150,000 ($.00083/share) currently worth $225,000,000
Benny Powell - 240,000,000 restricted shares currently worth $300,000,000
So is a comic book writer that used to work for Marvel really worth $300,000,000?
With huge money on the table like the $225,000,000 worth of free trading shares owned by the people that originally helped set up the shell this has the potential to be a huge promotion.
The timing for the symbol change today to REDG was perfect. It completes the set up for insiders to start a paid promotion as early as Tuesday to begin dumping their shares.
I expect to see the stock price drop quite a bit from the current price of $1.25/share before any promotion kicks off.
It will be interesting to see which promoter picks this up and when the paid promotion will end up starting.