Been to the movies lately? You know how sometimes miss the trailers while you’re still turning off your cellphone, licking the butter off your fingers from that first fist full of popcorn, hitting the head, or trying to fight with your neighbor over who gets the arm rest. Well, the 8-K’s which flashed by between owner swaps and name changes from the former Movie Trailer Galaxy, Inc. (MOTG) to the current Brookfield Resources Inc. (BFLD) needs a rewind. Based on the “New York Minute” when Robert Roon had control before passing it on to Matteo Sacco, BFLD stock needs to be watched for those exploration licenses.
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BFLD Stock Structure
Market Cap: 65.63M
Current Price: 0.15
Authorized: 900,000,000
Issued and Outstanding: 437,503,920
Stock Split: 560-for-1 on October 2, 2012
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First of all, Movie Trailer Galaxy was a relatively new issue having filed its S-1 in March of 2011 with the legal assistance of Gregg E. Jaclin, Esq. of the law firm Anslow & Jaclin, LLP. (see here) Normally a 560-for-1 forward stock split is more than enough to trigger a watch, but with the changes in ownership since September 11, 2012, three of them, one line item and an included name raised more than one flag for us.
BFLD Owner Swap #1
Per the SEC filed 8-K (see here), on September 11, 2012, Movie Trailer Galaxy, Inc. and Stephanie Wyss agreed to sell to Robert Roon 1,500,000 pre-split shares of Movie Trailer Galaxy, Inc. Common Stock, par value $0.0001, representing approximately 82.3% of the issued and outstanding common shares. The sale of the shares was completed on September 24 2012 for a total of $25,000.
Effective September 25, 2012, Stephanie Wyss, the Company’s CEO, CFO, Secretary, Treasurer and Director resigned from the board of directors and resigned from all positions held. Robert S. Roon was appointed as the Company’s President, CEO, CFO, Treasurer, Secretary and Director. Roon, 52, has served for the past 5 years as Chairman and CEO of Vertical Communications LLC, an investment banking, social media company with offices in Florida and New Jersey.
BFLD Owner Swap #2
Per the SEC filed 8-K (see here), on September 27, 2012, an Asset Purchase Agreement (“APA”) was entered into for the purchase, transfer and assignment of various exploration licenses from Matteo Sacco (“Seller”) to Movie Trailer Galaxy, Inc. (“Purchaser”). The exploration licenses were originally issued to Seller from the Nova Scotia Department of Natural Resources. The Purchaser will 533,487 common shares for the acquisition of the exploration licenses to the Seller. The Purchaser’s sole director, Robert S. Roon, will cancel 1,500,000 pre-split shares of common stock that are held by him which represents approximately 84.2% of the Purchaser’s issued and outstanding shares. Upon cancellation of the shares held by Mr. Roon, the Seller will own approximately 68.3% of the Purchaser’s issued and outstanding common shares.
Effective September 27, 2012, the board of directors appointed Matteo Sacco to fill a vacancy on the board of directors.
Robert S. Roon, the Company’s CEO, CFO, Secretary, Treasurer and Director resigned from all positions held. Matteo Sacco was appointed as the Company’s President, CEO, CFO and Secretary. Sacco, age 56, has been the President and CEO since 2007 of Hearatlast, a hearing devices that has licensed 22 hearing aid stores in various WalMarts in Canada.
In summary, Wyss sold 84.3% of MOTG to Roon for $25,000. Roon held the Company for 3 days before swapping it over to Sacco. Roon apparently brought in some assets which were not attached as Exhibit A in the APA but are noted as exploration licenses originally issued to Seller from the Nova Scotia Department of Natural Resources. Movie Trailer Galaxy had no exploration licenses until Roon took control.
Per the APA, various shareholders of Purchaser will sell to Sellers consultants by way of a separate agreement 13,393 freely tradable pre-split shares. Oh yeah, and Rowland W. Day was copied on the APA. All aboard?
About BFLD Stock
Brookfield Resources Inc. is definitely not in the business of providing moviegoers with a comprehensive portal to preview the latest movie information. As updated by Matteo Sacco on October 22, 2012, the Company shareholders:
1. Approves the amendment to the Company’s Articles of Incorporation to change the name of the Company from Movie Trailer Galaxy, Inc. to Brookfield Resources Inc.
2. Approves the amendment to the Company’s Articles of Incorporation to reduce the authorized common shares to 900,000,000 after taking into effect the Certificate of Change that increased the outstanding shares and the authorized common shares by a multiple of 560 to 1. The Certificate of Change was filed on September 17, 2012 and effected on October 2, 2012.
Click here to view the SEC filings for BFLD.
Bottom Line: It may be next week, next month, or not until 2013 when BFLD is one of the hot penny stocks. The “exploration licenses” with the Nova Scotia Department of Natural Resources force BFLD stock to be added to the watch list, especially with insider connections to previous winners.
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