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While the world may be going green, there are a lot of technologies out their in competition to solve a problem. A real scale solution does cost a lot of money which CLNV has not yet proven that it can repeatedly raise.
It is not clear if CLNV is a partner in the project or not.
If they are a small partner then they will only collect cash flow from after the plant is up and running and also after is starts to pay down the debt.
If they are only a sales agent for GGII and a capital arranger, they would earn a one time commission. Not a great deal with 400 million shares in the near future.
It is hard to figure out if CLNV is the real deal or a pump and dump.
On the plus side, the stock is dirt cheap. Also, the deal to arrange third party financing for the purchase of proven GGII systems is great too.
On the minus side, 400 million newly issued shares will not raise enough capital to partner in any serious project. The company does not have a history in big ticket financings.
If CLNV is acting as a selling agent for GGII, I would expect that they would earn a commission maybe of 5% of the sales value and maybe another 5% on arranging the financing. These are one time revenues not recurring.
So, it begs the hype on the Ecuador sale. Is this a viable one time revenue blip or the start of a string of deals. Could be about $ 2 million one time to CLNV.
Please keep in mind that $ 13.5 million in processing revenue does not translate into profit. There is likely a drag on cash flow for at least five years to cover off the borrowed capital to pay for the equipment.
In doing some DD, GGII seems to be on the up and up.
However, in a two year lock up deal with them, CLNV needs to find the sites and the money to build them.
Does CLVN have any track record in locating and delivering the funds for say a 100 NT WTE plant? It costs about $ 100 million to build a plant rated for 100 NT per day. This kind of money takes about 6 months to find for a single project.
This reminds me a lot of BGMO when the promoter entered into deals to acquire various cleantech firms where BGMO was to deliver cash. The stock was promoted and the insiders dumped. The target companies ultimately collapsed for the failure of BGMO to deliver cash.
While Bergamo Acquisition Corp's chartered was revoked by the State of Nevada, Hillard is back on the scene with a new venture Bergamo Acquisition Corp LLC.
I wonder what the new gimmick will be!
I believe it is time to say good-bye to Bergamo.
Some had fun while it lasted - always at others expense.
Will the last one out, please empty the trash and turn the lights out.
The County Coroner has advised...
that based on the smell, the BGMO body corporate has been dead for quite some time.
In re-examining the facts of the case, we know the following:
- there has been no word from the directors and officers of the company in quite some time
- the company has not reported any financial statements
- the company has not issued any press releases
- the company has not held an annual meeting
- the Nevada state representative for the company quit over a year ago and a new one has not been appointed
- the Nevada Secretary of State has stricken the corporation off its list of offshore companies allowed to conduct business in the state
- the company's shares have been delisted
- the alleged investment in VSTA has never closed
The County Coroner suggests a quick burial and invites everyone over for the wake. There will be an ample supply of those little drink umbrellas.
It has been over a year since BGMO announced massive profits being generated in an ultra-secret offshore organization.
It has been over a year since our fearless leader announced the financial statements attesting to these massive cash gains.
Isn't it about time that we hear of a trillion dollar financing being closed by BGMO using a post office box bank in an offshore jurisdiction? As usual, BGMO will use a 60% owned untraceable conduit.
The reality is that our fearless leader has said nothing.
BGMO has not even paid the cost to maintain its registration in Nevada.
There are no updated accountant prepared financial statements.
The SEC closed down the trading of our shares.
The current offshore conduit is also being wound up.
I even forgot to mention our buy-in of Vistagen for which we have not closed. Of course we haven't as Vistagen needs cash and not illusionary BGMO profits.
Maybe we should trot out that BGMO big check again.
April 19th
or
4/19
or
Nigerian Criminal Code Section 419 which deals with wire or advanced fees scams executed by con artists.
Which is the most believable?
The salient facts are...
1. The purported financial statements are materially stale dated despite having assurances that they would be updated.
2. There is some serious question as to the validity of all of the previously issued BGMO financial statements.
3. The SEC has placed a cease trading order on BGMO thus making the stock illiquid and dirt cheap.
4. Our CEO said that we were making money hand over fist through a controlled subsidiary which is apparently being liquidated; so do those illusionary cash flows cease?
5. BGMO failed to pay is annual fees in Nevada so the corporation is in default. So, I guess we did not get enough to pay a few hundred dollars in sustaining fees.
6. There have been no recent stories from BGMO or its principals as I suspect that they are crafting a new press release announcing a trillion dollars from an ultra secret high yield investment program running through three tax havens and ultimately domiciled in a Henderson, NV post office box.
7. When things go sour, people look to point fingers at someone to blame. This time, some people are looking outside of the US. Actually, it is always the ones in charge that are ultimately accountable and they my fellow shareholders reside in Nevada.
Happy New Year everyone!
Just another new year to follow the stories of the demise of BGMO.
On the legal side of things, we know the following:
1. BGMO is currently "in default" for filing its annual return with the Nevada Secretary of State. This was due at the end of this past July.
2. Even if they filed the return on time, the resident Nevada agent for service "resigned" in mid-August.
3. The has been no call for an annual meeting of the shareholders as required by the Delaware Corporations Act.
On the accounting side of things, we know the following:
1. The accountant prepared "compiled" statements are now over a year old with no statements for fiscal 2012 completed nor even interim statements for any part of 2013.
2. The accountant advised that every statement made by BGMO prior to January 2012 regarding raising funds offshore and making investments could not be "substantiated".
3. The President of BGMO has "affirmed" that the statement made by the accountant regarding the prior raising of funds and making investments is accurate.
4. Despite promises to provide further financial updates to satisfy the SEC, OTC Markets and the shareholders, no new statements have been released.
On the business side of things, we know the following:
1. Notwithstanding the promise of profits from an offshore affiliate, there is no third party proof of the profits being generates and repatriated to BGMO for investment.
2. The corporation has not issued a press release in nearly half a year regarding the purported revenues and profits from a "high yield investment program".
3. A deal with Vistagen was announced but despite extensions was never closed as BGMO has not delivered any cash. It appears as though VSTA is close to being dead.
4. The SEC has placed a cease trade order on BGMO. It is understood that they have received substantial documentation as to the undeclared issuances of shares, the questionable accounting practices, misleading fundraising and investment promises and so forth. The likelihood of qualifying for trading again in virtually nil.
So, what does the crystal ball say for 2014?
Unless, BGMO can actually find an SEC qualified accounting firm to do an audit, it is most likely that the company cannot issue added shares to even pay for the audit bill!
If the SEC wants to act aggressively in hunting down penny stock pump and dump operations, BGMO may just be under the radar and the total dollar value of security losses is minor. However, if you add up the collateral damage on the civil side, BGMO could be in for a rough ride.
I find it very strange that postings regarding a "potential" investment in Vistagen get so much repetition yet the commercial realities at BGMO preclude such possibilities.
Why do I think so...
1. The last set of accountant prepared compilation statements were for a part year and even they are well over a year old.
2. No year end 2012 statements have been issued or even interim 2013 statements by either the Company or its accountant.
3. The CPA reported that none of the prior BGMO announcements of funding and investment through offshore conduits could be proven.
4. The CEO of BGMO attested that everything that the CPA said regarding the absence of proof regarding BGMO's previous announcements of funding and investment was ever true.
5. BGMO has stated that they are updating their financials and after many, many months, nothing has materialized.
6. There is a suggestion reported elsewhere that the accountant of record could be under AICPA review.
7. The SEC has issued a cease trading order on BGMO stock thus making it difficult to flog newly minted shares to new suckers.
8. There is evidence to suggest that the massive dilution of BGMO was through warrant issues to BGMO principals or parties related to them.
9. Despite extensions, BGMO failed to deliver the funds to VSTA as contractually obligated.
10. BGMO has a long standing history of making grand funding announcements followed by investments in clean power, technology and other enticing areas none of which can be proven to have closed.
The classic line "show me the money" rings true.
If the money is real then why haven't updated and audited financial been issued?
If the money is real then why haven't we sent the money over to VSTA and seen activity in VSTA stock and new news items from that entity?
The only sensible conclusion is that there is no money - not in the past - not in the present - not in the future. Sad but true.
BGMO has always used offshore BGMO controlled entities to flow offshore monies into their announced target companies.
The accountant of record has stated that there is no proof that any of the company's announcements of fundings and investments prior to January 2012 ever happened. Further, our President agrees with the statement of the accountant, ergo, our President admits that there is no proof that anything happened.
Also, the accounting firm and the accountant of record are reportedly under review by the AICPA. So, what does this say about the validity of the notes to the BGMO statements?
Unfortunately, old news.
The reality is that for the SEC to even consider the reinstatement of BGMO as a trading security, the financial statements need to be audited and not compiled as the very dated L L Bradford statements are.
HH/BGMO would find it very difficult to find an audit firm acceptable to the SEC. Given the cease trading, the alleged insider trading or pump and dump activities, and the reported review of the current accounting firm over the OTC reported financials, no major firm would take the file unless a lot of cash was prepaid.
The credibility of the financial statements is in doubt by the regulators.
Consider this my fellow shareholders
that the accounting firm of L L Bradford could not verify any of the previous statements of fundings and investments made by HH/BGMO as being factual.
Further, HH/BGMO attested that everything that the accountant said regarding the absence of proof of all previous fundings and investments was truthful.
The accountant firm and the accountant on the BGMO are believed to be under AICPA review.
Consider this...
If the SEC has closed the market for trading in BGMO based on the LL Bradford prepared statements, what does this tell us?
Perhaps the SEC is stating by action that the accountant prepared statements cannot be relied upon.
Perhaps the SEC is stating by action that the attestation (certification) of the accountant prepared statements by HH cannot be relied upon given the previous failures to raise and invest funds.
I have the told that the AICPA has been provided with materials that raise questions about the complied statements given the fact that the SEC has closed BGMO down.
The price of Vistagen continues to fall...
on the continuing failure of BGMO to raise funds and deliver them to VSTA as contractually obligated.
The current market price is below that of the agreed buy-in price. So, what does this tell you? The shareholders of VSTA have voted by selling their stock before it goes lower as they believe BGMO will not deliver.
Given the perfect history of BGMO never raising funds and delivering funds to the various target companies as agreed, the story is becoming stale.
Red herrings...
Recently, there has been some blog activity regarding BGMO's pending investment into VSTA.
From my vantage point on the SS BGMO (formerly Titanic), our President has stated that we have loads of income generating investments. However, there has been nothing reported for over a year which begs two questions.
The first is the absence of good corporate governance through the timely reported of audited financial statements and the convening of an annual meeting.
The second is the believability of the capital pool given the accountant's effective repudiation of HH's previous statements on capital funding.
Let's fantasize for a moment and assume that BGMO can find an accountant who will risk life and limb to issue audited statements. Let's also say that the SEC is fully satisfied that the money is real. Now the problem...
VSTA has a negative book value per share.
VSTA is trading at a price less than the committed buy in price by BGMO.
Without running the numbers, I suspect that the book value after BGMO's investment would likely be nil or close to it.
With all of the dilution, the EPS assuming VSTA can find added cash to develop and market its testing, it may not command a price much greater than what it is now.
So, how is this good for us?
At least Suntrough had revenues and a positive book value!
we need to remember...
- The representations of previous offshore funding, investment in new target companies, record revenues, staggering profits and bountiful retained earnings by our Company was effectively repudiated by the CPA as being misrepresented.
- The representation of previous offshore funding, investment in new target companies, record revenues, staggering profits and bountiful retained earnings by our Company whose repudiation by the CPA was assented to by HH.
- The Company has failed to report financial results for the full fiscal 2012 year.
- The Company has failed to report financial results for part of 2013.
- The Company with great fanfare announced a funding of Vistagen yet has failed to close not only when contracted to but even after amended and extended closing dates.
- The failure to close with VSTA is no different than with Suntrough, GreenSafe and BB Solar.
- With the exception of BB Solar, none of the target investments ever issued a press release saying the deal was dead bur rather hoped that the absence of a statement would allow the sad state of affairs to become a distance memory.
- The SEC has suspended trading in BGMO.
- Various securities, tax and other oversight bodies in the US and Canada have received complaints about BGMO, its principals and perhaps some of their known proxies.
If all of the above is factual then where do we go from here?
If you have a share certificate, frame it as a reminder of what not to do.
Can you sue for damages? I do not know. Who would you collect from?
If you believe that BGMO will rise from the ashes then consider these thoughts:
- If complaints have been made about the CPA prepared statements and an investigation is deemed likely, what are the odds of BGMO finding another CPA firm to perform an audit given this known history? Can you see Price Waterhouse doing an audit?
- BGMO has always lived (and been promoted) by living vicariously through the super secret offshore funding channelled through a BGMO controlled party. This is getting a little stale given the track record. What bigger story must our Company tell to attract new investors?
- BGMO has also been promoted through the vast future profit potential and environmentally strong prospects of solar energy, clean coal and advanced recycling. None of these deals closed since BGMO never provided the capital.
- How many millions of shares were sold during these Big Biz show and other promotions? If you look through the dilution, the share trading and the evidence of some warrants being issued, there is a strong correlation. Is it a pump and dump? Only the SEC can comment on that.
It is a very sad state of affairs.
If only BGMO could have landed the capital, any capital, we would now all be rather well off.
It's amazing that...
we continue to see postings on BGMO when the SEC has basically said that the "gig is up". With the exception of some small trading to close out positions, the stock is dead in the water.
What we can observe is that contrary to the Company's position that it is updating its financial reporting (from mid-August), nothing has yet been reported to the SEC, OTC markets or to the shareholders. I wonder why? I suspect that HH is having trouble locating a CPA to fully audit the books.
What we can also observe is that despite an open invitation to speculate on the amount of profit made since September 17th (of 2012), year end numbers for 2012 have not been issued. In fact, no interim numbers have been issued for 2013. It has been more than a year since our management has issued any financial statements.
What does this say about the accountability to the shareholders.
I am still waiting for my invitation to the annual shareholders meeting.
From what I have read on this and other blogs (including talking to other BGMO associates), it would appear that the securities and tax authorities in both Canada and the US have received materials from shareholders. Same holds true for the body regulating accountants and corporate governance.
I still cannot fathom our current focus away from the billions of dollars lodged offshore to the potential future through VSTA.
The latter only can work if BGMO can deliver the capital. Since raising funds has been BGMO's goal but never has delivered, how prudent is it to talk about VSTA?
Interesting when you consider...
1. HH advised GreenSafe not to cash the valid big cheque until January 2010.
2. BGMO could not close the deal with GreenSafe since the offshore funds earned from the high yield program could not be made per the agreement.
3. BGMO negotiated with GreenSafe to reschedule the share purchase agreement over several months to match the expected payouts from the high yield program.
4. BGMO then later advised GreenSafe that the money now resident in the UAE was returned to the investors as the Patriot Act would not allow the money into the US.
5. In early 2011, a new deal is structured between BGMO and GreenSafe but this time, only Kennedy and Instrum are involved.
6. GreenSafe, armed with the new BGMO paper, approached government and a Deutsch Bank for money. The Bank was prepared to deliver. The government would deliver if BGMO could produce.
7. GreenSafe was never funded by BGMO so that business was wound up in July 2013.
While this is a simple summary of the facts, there are a few key things to consider such as:
1. The principals of GreenSafe never owned shares in BGMO. In fact, HH stated that he did not want any person at GreenSafe to own BGMO securities. I find this very odd.
2. According to Swire, he does not recall meeting Brad Simon. Further, the only non-Canadians at the ground breaking were Wolfe and Herzog. Swire also told me a while ago that the list of names included people who were not GreenSafe staff.
3. There are parallels with the current VSTA delays and rescheduling of the funding and GreenSafe. Again, it would appear that the previous experience of promising capital to target companies such as Suntrough, GreenSafe, BB Solar, the coal plant and others (all which failed to materialize) will befall VSTA.
It is a sad state indeed.
As for the SEC investigating the people on the list - they could. Would they? I doubt it as they had nothing to gain from the BGMO pump and dump.
Has anyone been contacted by the authorities?
The logical follow through on my previous post would be if any shareholder or former target company official has been approached by any authorities?
In reading the postings on this site, I would think that since complaints have been made and the SEC had suspended trading, it is likely that some documents have been presented to various regulatory bodies.
Have the agencies been in contact with those information providers? Again, they usually don't let the information providers know what they are doing so that they can assemble all of the facts. I would think that they would only contact those people if they wanted something clarified.
In no case, would they contact BGMO, HH or SP until they were ready to levy formal charges or an investigative proceeding.
The good news is that the stock is up 700% today but still a sub-penny.
Anyone know what was reported to the authorities?
While we enjoy repeated musings of potential future events with VSTA, there is a serious business issue facing BGMO.
Does anyone know what information, factual or probable, that has been provided to the SEC, the IRS, the AICPA, the various state authorities governing securities and corporate governance?
Have any authorities in Canada been contacted regarding the Vancouver gang?
I suspect the mere fact that HH has posted all of those press releases and financial statements since 2009 should provide ample self-damning proof to any regulatory body.
We know where HH is!
The following was sent to me from one of HH's partners.
I'm writing this with tears in my eyes, my family and I came down here to Manila, Philippines for a short vacation,unfortunately we were mugged at the park of the hotel where we stayed all cash, credit card and mobile phone were stolen off us but luckily we still have our passports with us.
We've been to the Embassy and the Police here but they're not helping issues at all the bad news is our flight will be leaving in less than 8-hrs from now but we're having problems settling the hotel bills and the hotel manager won't let us leave until we settle the bills.
Am freaked out at the moment! I'll need your help (LOAN) financially of $2,750 . I promise to make the refund once we get back home. Please let me know if you can help and I need you to keep me posted.
Thanks
Hillard Herzog
One tenth of a cent per share
That is a new low.
The VSTA business may be a reasonable speculation but the continued to failure of BGMO to invest the sums and dates agreed into VSTA does not bode well for VSTA and BGMO.
When you consider that the share purchase agreement was for $ 36 million dollars and the timing was amended to later dates and then could not make those dates, the mere fact that $ 25k worth of stock was sold is not relevant.
The amount of cash does not help VSTA in rolling out their capital intensive plans.
Further, the deferred and nominal investment by BGMO makes us look incredibly weak. This situation is compounded by the representations made by HH that we have oodles of cash sitting around and yet can't complete the VSTA as agreed or even hire a CPA to complete an audit.
It would appear that some of the principals behind BB Solar and GreenSafe have provided the SEC and other agencies with various documents. Which principals is not completely known. What written documents or recordings have been presented is also unknown to me.
Even if they had ample evidence, there is a difference between a civil breach of contract law versus criminal fraud versus securities act violations. I suspect that the injured parties would have definite civil grounds for breach of contract. To take this all the way to securities irregularities would be a stretch in my opinion but that is what the SEC and others would determine.
For me, I have blown $ 9k. Lesson learned.
Visually, being out of the country while the SEC announces a suspension of trading and conducts an investigation sends the wring signal to the regulators.
Assuming that the SEC is open to the idea of BGMO becoming listed again, they would likely want to see audited statements rather than compiled versions.
They would likely want a bigger name firm to do an audit rather than L L Bradford. An audit cannot be done overnight. It will take a couple months likely given the absence of documentary evidence of a credible nature. They would also need to verify the actual deposits and banking records with the institutions involved. This will also take cash which is something that BGMO does not have otherwise the VSTA deal would have closed.
I would also think that being out of the country trying to obtain evidence would not bode well as the SEC prefers documents from credible banks and organizations. Other than the HSBC, they would likely look dimly on any intermediary company based in a tax haven. The SEC prefers dealing with principals and not agents.
Even if the all of the above could be done to the SEC's standards, there is still the issue of being out of the country for such a period of time. In the age of the internet and VOIP, it would stand to reason that a lot could be done quickly. My sense is that a new round of funding documents is being created to appease the SEC.
The OTC Markets is not a regulatory body.
Updating the financials and reporting them to the OTC will not stop the ongoing SEC investigation.
There are critical issues to be resolved before the SEC would be inclined to let BGMO continue. Some have reported the problems being:
- the failure to hold annual meetings
- the failure over time to report financial results according to GAAP
- the issuance of press releases announcing fundings that never close without any clarification by the Company why it did not happen
- the issuance of press releases announcing investment activities that never close without any clarification by the Company why it did not happen
- the massive share dilution without any notice to of approval of the shareholders
- the payment of massive commissions to HH and SP without shareholder approval.
There are also some commercial issues which would raise ethical questions outside of the normal SEC investigation. These would include:
- negotiating to purchase a controlling interest in a company without having the cash in the bank to complete the transaction
- even after negotiating in good faith, BGMO fails to honour even amended timings and amounts provided in share purchase agreements
- stating that BGMO will do one thing yet renegs on it days afterwards.
The core question to ask boils down to this...
Given the history of BGMO and its insiders, even if the HBSC money is real and audited statements are delivered, how can the SEC protect the investing public from past events repeating themselves?
My opinion is that they would likely err on the side of caution to protect investors. This would also send signals out to would be pump and dump artists that the Commission is watching.
As I said earlier, BGMO lived vicariously through its announced but never closed target companies share purchase agreements.
Every time an announcement is made, the IR machine, the various blog sites and every our own company website add the flavour (company) de jour. It happened with Suntrough, GreenSafe, BB Solar, to a lesser degree the other solar entity, and now Vistagen. As the song says, once the salt has lost its flavour, the target company is forgotten. It is only a matter of when this happens to VSTA.
The only difference between these companies is that VSTA was publicly quoted. They had a great need for capital (except for BB Solar). Each one had management depth. Everyone had some promotion efforts by BGMO on the Big Biz Show and any free media outlet HH could find.
Strange, not all of the people that were listed were GreenSafe staff.
What about the previous references to Wolfe and Simon?
I was told what role Wolfe had in finding money for GreenSafe. He actually landed the best funding deal in the market which was coincidentally from BGMO of all things.
Too bad, BGMO did not deliver.
Now, who is this Simon guy? What is his role?
It talking to Swire, he does not recall meeting a person by that name while he was the President of GreenSafe. Marcel through my friend Roger said that the only out of province people at the event were the some of the head office staff of GreenSafe, some suppliers to GreenSafe, Wolfe and Herzog.
None of the people that were listed ever owned any shares of Bergamo. None of them were ever part of the BGMO management. In fact, I learned that HH did not want any of the GreenSafe staff to have an ownership position in BGMO. I wonder why?
The December 2009 agreement between BGMO and GreenSafe did call for BGMO to pay for all of the costs of the ground breaking event. Other than HH paying for the evening meal on the day of the ground breaking event, no other monies were ever remitted to GreenSafe.
Realistically, the SEC should not have any issue with them as the share purchase agreement never closed. They never gained financially from BGMO. In fact, the opposite could be argued. Swire did say and others confirmed that the BGMO takeover in early 2011 resulted in severances. BGMO controlled GreenSafe failed to payout the final salaries and vacation pay.
I would think that if the former staff of GreenSafe made claims to the SEC and others, it may be helpful to know what information it was and to whom it was delivered.
The only thing that I do recall was a link from BGMO to the GreenSafe website. GreenSafe kept their own detailed websites in both English and French. I copied their new items to print before BGMO removed the link to the GreenSafe website.
Does anyone know when BGMO removed the link?
All of this is moot as GreenSafe has been wound up.
The only critical thing is that some of the GreenSafe team has moved on and are setting up recycling plants as they said they would.
This time, without any BGMO money!
As if there was any money?
Under Canadian banking laws, the cheque was valid for processing.
HH advised GreenSafe not to cash the cheque until January when his high yield investment income came in. Given the fact that it never came in, would this be considered fraud or uttering a bad cheque? Legal experts will need to consider this.
Despite more attempts in early 2010 to reschedule the investment to match the investment needs of GreenSafe, BGMO still did not deliver. Even armed with papers showing scads of money to invest, not a single penny was delivered.
In late 2010, BGMO was given another opportunity to fund GreenSafe. The net result was a buyout of Swire and the termination of the rest of the staff.
In speaking with Swire late Thursday, he said that the payments to him were joint and severally guaranteed by Bergamo, HH, SP, GreenSafe, Instrum and Kennedy. In light of the recent windup of GreenSafe, the obligation will fall upon BGMO, HH, SP, Instrum and Kennedy. Swire said the amounts are not insignificant.
It has also been reported that Instrum is associated with a new, advanced recycling firm using Adelmann equipment (the same as Caraquet). The Graniteville plant is due to open in about two months. The principal shareholder is not BGMO but rather a green oriented VC based in Atlanta.
See, if BGMO only kept their word and delivered the funds, the plant could have been ours!
I asked Swire if he had given the authorities any information that he had regarding BGMO. He said that a number of agencies have been in contact with him. As for what agencies, he was tight lipped. When pressed for what information, he responded by saying the matter is before those agencies and likely, in the not so distant future, the Courts.
In reviewing the history of events in a balanced manner, we need to look at the Company and its directors first before we start looking outside especially if the objective is to cast blame.
In the 60 plus press releases, we know that BGMO had reported a number of funding schemes none of which closed. We also know that the funder or the Company never issued a statement why the funding arrangements never closed.
In the same universe of press releases, we know that BGMO had reported a number of investments none of which closed. We also know that with the exception of one target company, neither the target company or our Company issued a statement why the investment never closed.
Many of the same press releases which included managements representations of the financial position of the Company were reported to OTC Markets and other media sources.
Over the history of BGMO, it has lived vicariously through the alleged acquisitions that is has made even though they did not close. Do you remember Suntrough, GreenSafe and BB Solar being plastered all over the BGMO website? Please remember that only BGMO's management controlled the content of its website. They are no longer there as they are not the flavour of the day!
A lot of recent traffic has gone on about BB Solar.
Very curious indeed when you consider that it required the least of amount of capital of all BGMO target companies. Also, the capital was only of a purchase order nature rather than permanent equity.
Clearly, all that HH had to do was to call his good friends at Platinum Funding and arrange purchase order financing for BB Solar. HH has a long standing reputation with Platinum Funding so this should have been a natural. Strangely, this task which was well within our management's ability to arrange was not done.
What is also curious is that our website still shows Bergamo Solar (not BB Solar) yet there has been no recent press releases on this controlled subsidiary. In fact, other than a few random posts on this site, not a word has been spoken about this venture.
If the solar industry is so great and we have our own Florida based subsidiary, why isn't it generating revenues and press released.
The body of Company reported evidence would suggest that each funding source has a life span of about 8 months. The same time frame holds true for the name and operations of the target companies although their cycles are later in the process.
I have a fear that the SEC had noticed this parallel as well.
When you consider the times at which BGMO hired IR firms and their was a flurry of PR's and blog activity, it corresponds to the times of massive share dilution and stock market activity. What do you think that the SEC will believe the truth will be?
We could debate the merits of...
- the pros and cons of the BGMO investment in Suntrough
- the pros and cons of the BGMO investment in GreenSafe
- the pros and cons of the BGMO investment in BB Solar
- the pros and cons of the BGMO investment in the clean coal plant
- the pros and cons of the BGMO investment in an application developer
- the pros and cons of the BGMO investment in Vistagen.
Each one at the time of the announcement of the investment, BGMO trumpeted before the shareholders the merits of each holding. They were clean and green. They would make oodles of money for BGMO. Each company had stellar management. In nearly every case, BGMO would own 60% leaving 40% as a financial inducement for the founders and managers of the acquired companies.
We were so proud of our newest acquisition, we forgot about the previous ones that never closed. We paraded the newest member of the BGMO family on our website and announced through our IR firms the wisdom of this investment.
The unfortunate reality is that these "announced" investments never closed. As no time did BGMO say why they did not close. Perhaps, it was from the failure of any funding deal ever closing? Again, at no time did BGMO say why they did not close.
Trying to place the blame on the failure of BGMO is subject to non-productive speculation. Was it from the inside? Was it from the outside as some believe? We will not know until the SEC completes whatever level of forensic investigation they will do, the role of the massive share dilution, the rigorous promotion of the investment de jure and the links to various parties as a conduit to sell the shares awarded.
If BGMO can prove that the collateral from HSBC is real and the high yield profits are real, there is still an issue of the fitness and transparency of our management to the investing public.
There is still the serious potential of a major tax liability to BGMO, HH, SP and the various insiders who received BGMO stock at a discount. Is the IRS aware of this? I don't know.
It is more likely, based on the series of press releases and filings with OTC markets, that the SEC will say that "we as the market regulators will protect the public by not allowing the company to trade on a recognized market".
Too bad for me - a $ 9,000 lesson.
A trading question.
I see that the I-Hub website shows about 14k shares traded. I see a breakdown of the trades on Stockwatch but OTC Markets shows nothing. I understand that the suspension had ended and it now a grey market stock. It begs the question on how the trades get reported to whatever source I-Hub is using. Thoughts?
We should keep in mind the following big picture items...
The SEC either through complaints filed directly to them or as part of their routine monitoring of micro cap stocks smelled something foul. As a result, the stock was suspended. Even though BGMO may want to focus on the HBSC documents, the SEC will balance the discussion using the previous 60 plus press releases and financial disclosures and say on the balance it is more like a pump and dump. In the interest of protecting investors, they will ensure that BGMO does not become trading again unless the current board is replaced and books audited.
The current focus on the VSTA deal has exact mirror copies of the previous deals with Suntrough, GreenSafe and BB Solar. There are also a handful of others as well. The promotion of BGMO is not on what BGMO has actually achieved but on the future possibilities of the yet to be closed acquisition of a target company. VSTA is the current flavour of the day. Had the SEC not halted trading, in early 2014 we would expect to see another company touted on the BGMO website with no reference to any previous deals.
When you go through the repeated sequences of issuing shares to insiders followed by the announcement of the funding then the naming of the target company, the trading in BGMO stock multiplied as more details of the target company acquisition get hundreds of blog entries and inclusion on the BGMO website. This is the part that the SEC will have some deeper questions of BGMO, its directors and the transfer agent.
I would also think that at some point the IRS could be asking questions of the failure to report gains on the sale of BGMO shares. If all of the financial statements are to be believed, then, BGMO and its directors owe taxes big time.
I do not know if the Delaware State Department will do anything of the failure of BGMO to hold an annual meeting. Likewise, we do not know if a question has been posted of the AICPA regarding the nature of the BGMO financial statements. Should either party investigate and act, it will not bode well for the BGMO ATM.
There have been a lot of postings regarding the past failure of BGMO to close with GreenSafe and BB Solar. There has been very little in discussion on the failure to close Suntrough, the software applications company and the clean coal power plant. Does any one have any thoughts on these failures?
So, what does this all mean?
I guess it depends who filed what information and with which agency.
Suppose that the IRS was given copies of the older OTC filed financial statements. You would think the IRS would say where is our money? If BGMO says it was all a lie, then, does the IRS tell the SEC that BGMO lied?
Suppose that the IRS was given copies of the accountant prepared and President attested OTC filed financial statements. I also think the IRS would want the taxes owed by BGMO as well as HH and SP for their commissions for last year.
What about this year's (2013) taxes?
Suppose that the IRS was given copies of the BGMO board resolutions who were given shares at below market prices. The market activity after they were issued would suggest that they were sold. So, the people who got the shares have a capital gain to report and pay taxes on.
I wonder if the BC gang may be under review by Canada's tax people.
Now, I think the SEC would be looking at the trading volumes, the hiring of IR firms, the nature of the postings on this blog and the litany of press releases to see if there is a pattern. On the surface, I would think there is a easy match but that it for the forensic people to look into.
I don't think I would want to be in the transfer agent shoes this month with the potential inquiries from the IRS and SEC.
Can anyone tell me if the SEC gets interested in the commercial activities of BGMO? My hunch is that they do not unless they think it leads to poor management or fraud. They will need to look at those things.
It seems to me that BGMO is caught between a rock and a hard place. Either all of the financial statements are real for which a lot of taxes and fines are payable or if at least one of the financial statements is proven or declared false then BGMO has lied to the public for which the SEC will likely take a dim view. Both the IRS and the SEC will make no distinction between the older documents and the newer ones.
History tells us that Al Capone was never convicted of murder, bootlegging and other crimes. It was the tax man who put him behind bars. Is there a potential parallel here?
I thought of a few other places where people may have filed a complaint or comment...
What about the AICPA regarding the standard of care and ethics involved in the creation of the compiled financial statements?
What about the Nevada Securities Commission?