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Can anyone suggest what information the authorities may have in their possession regarding the activities of BGMO, their directors and affiliates?
Based on the what has been offered on this website and some added information I was able to scrounge, I have come up with the following:
- the list of all of the financings prior to January 2012 for which the Company's accountant could not substantiate and therefore removed the accumulated revenues, profits and retained earnings
- the list of all of the investments prior to January 2012 for which the Company's accountant could not substantiate and therefore removed from the balance sheet
- a December 2012 document from the Company's President attesting that everything the accountant said was true and by implication admitting that all previous documents were a misrepresentation
- filing of documents on OTC markets that clearly contradicting the financial position of the Company
- commercial agreements between BGMO and Big Leaf regarding BB Solar
- representations to Big Leaf that it owned GreenSafe
- commercial agreements between BGMO and GreenSafe regarding the investment into that company (2009) and the takeover of the that company (2011)
- representations to GreenSafe that is had profits and assets from a high yield investment program (2009)
- the financials shown to GreenSafe were even press released
- we also need to relish the picture of the big dozer with HH, Swire and 3 local politicians
- also, we need to remember the $ 50 million dollar cheque with the actual bank encoding that HH said not to cash
- copies of the BGMO board resolutions authorizing the issuances of tens of millions of shares to HH, SP and other insiders
- the documents relating to the most recent round of funding
Does anyone have anything else?
Based on the comments posted on this site, I would expect that the following government agencies and other parties could or would have been contacted:
- The Securities and Exchange Commission
- The British Columbia Securities Commission (the BC Gang)
- The Secretary of State for Delaware (annual mtgs)
- The Internal Revenue Service (corp and personal income tax)
- The RCMP (hate crimes)
- The FBI
- The police service for the Las Vegas - Henderson area
- OTC Markets (misrepresentation)
- The State of Georgia Banking Commission (Robert Fowler)
- HSBC fraud department
Can anyone think of any other bodies involved?
Does anyone know who has contacted the SEC and other government agencies of alleged wrong doings by BGMO, it directors and affiliates?
Does anyone know what information has been provided to the SEC and other government agencies of alleged wrong doings by BGMO, it directors and affiliates?
I would be curious to see what avalanche awaits!
We need to take a pinch of salt here folks!
BGMO does have an established record of making announcements of fundings which are closely followed by press releases of the acquisition of 60% or more of leading edge capital starved businesses. Unfortunately, none of them have closed, so says the accountant.
Even those that did not close, there is some evidence of extensions to the share purchase agreements but they too never did close.
So, in the VSTA story, we have seen an amendment to the payment schedule and some missed dates. Based on the past experience, this should raise some concern with their management.
Suppose for a moment if BGMO does deliver the $ 36 million as promised, will this be enough to support VSTA for say a few years before all of the FDA and marketing activities are complete? My very cursory reading suggests that it could even be dicey. More share issuances at VSTA would likely be needed.
Too bad that BGMO could not deliver the funds.
The GreenSafe business was acquired by a VC firm and has acquired a large building (a cotton mill) in SC and will be operating soon. I have not heard if Mr Kennedy or Mr Instrum have an active role in that business or are just part owners.
I reported earlier that when BGMO underwrote the Swire buy out, he took the key assets with him. I will try to call Swire and see what else he can tell me.
Too bad, the company that got away.
In you review the factual history, GreenSafe never rented a limo. The Town of Caraquet contracted for a rental van out of Tracadie. The Town paid the bill.
From what my friend Marc told me, there is no such firm as Landry Limo in Caraquet but their is one in Moncton. They don's even have buses up in that part of the province.
In fact, this was even attested to (I like that HH word) by the former Mayor of the town who is coincidentally named Landry.
My posting was referencing Herzog in delivering funds to VSTA.
I would beg to differ.
It appears as though the GreenSafe principals partnered with a proven VC and formed a new entity to operate in South Carolina. They have wound up the GreenSafe business to put some distance between them and BGMO.
Once our boss delivers the funds to them to acquire the shares, then, you may have a point.
However, there are many small bio and pharma stocks out there that have great product but die because they never have enough cash to take it through the testing and marketing phase. They often go broke trying or they sell out.
Suntrough Energy continues to flourish. In May of this year, they announced a $ 50 million solar installation in Guinea Bassau. Too bad, BGMO did not fund them when they agreed otherwise they would have had a real hard asset investment on the books. They also did get the $ 4.5 million from Uncle Sam too.
As for GreenSafe, what I do know is that BGMO bankrolled the takeover of GreenSafe in January 2011. In fact, BGMO appears to have some ongoing commitments to GreenSafe in that regard. What, remains unknown and Swire is not talking. The GreenSafe website and corporate records were changed quickly thereafter.
In the summer of 2011, GreenSafe met with various government officials in Fort Erie, across the river from me, and announced a new facility on the site previously viewed by the former GreenSafe management. They had press released some $ 45 million in bank financing. The Niagara Falls press said it was Deutsch Bank. Jamal Instrum, the President of GreenSafe, refused to divulge the equity partner but from what I heard, its was assuredly BGMO. Herzog told Rahi in mid-2011 that GreenSafe was a BGMO subsidiary. The BGMO business plan issued well after the public press release also shows GreenSafe as a subsidiary of BGMO.
There is a reputable third party source which said that Jamal Instrum is opening a plant in South Carolina. The Adelmann equipment should be installed later this year.
Okay, so they signed off on the deal.
That is standard practice for every corporation to motion, vote and minute a transaction of this nature.
BB Solar was created as a joint venture between BGMO and Big Leaf. All that BGMO had to do was to reach into their wealth of experience in purchase order financing (from our rag days) to provide short term funding. Once the first order was done, no added financing would not likely be required.
Many firms requiring capital due to R & D efforts (VSTA), working capital (Suntrough) and bricks and mortar )GreenSafe) were attracted to BGMO as our President represented that he had capital to give them on very good terms.
BGMO never delivered.
The issue of OTC Markets financial compliance should not be the ultimate goal. It is satisfying the SEC concerns based on comments and complaints that they have received. Their focus, in addition to the billion dollar question, is the continual litany of false press releases and financials and the lack of transparency and governance.
It is the number of issued shares that will affect the market price of VSTA and not the authorized number of shares. BGMO owns a mere 50000 shares of VSTA.
I would suggest that if BGMO does not deliver the cash, VSTA will raise the authorized limit and print hundreds of millions of shares at pennies per share to fund its daily cash needs.
With the exception of one company, no other target company has every issued a public statement regarding the failure for BGMO to close. There can be several reasons for this ranging from the faint hope that BGMO may deliver to lets lay low and put this bad experience behind us. Making a press release makes the issuer effectively admit that they made a poor management decision to deal with BGMO.
The SEC will have its hands full of dealing with the publicly reported concerns of misleading press releases and financial statements.
Further, between statements made on this site as well as whatever submissions that have been made to the SEC regarding share dilution and the like, I suspect that any rendering of a decision could take months.
The issue of the offshore cash is only one part of the SEC process. Even if the cash is proven to be real, the other issues would still warrant a permanent cease trading order.
I do not think any BGMO investor would really debate the social merits in investing in advanced medicine and diagnostic practices.
However, we should have a concern that our target company, VSTA, has reported to the SEC their own concerns of BGMO to deliver the $ 36 million. To date, even after the amendments, we remain behind schedule to remit the require share purchase funds.
BGMO holders, like my 30000 shares (at about 30 cents), should be getting more concerned over the trail on non-completed financings and investments to date.
In every public company, the approval of the board is required for the change in control.
Even in private companies that demonstrate good corporate governance, they would minute a resolution of a board meeting to approve the change in control.
So, the news is a "so what" event.
Readers are reminded that it is the role of the company to satisfy the concerns of the SEC and not OTC Markets.
The SEC is more than likely aware of the Company's admission to misrepresenting previous funding and investments. It would not surprise me to learn that they are aware of excessive dilution likely to the directors and close associates of the directors. The SEC is also likely aware of the issue of poor corporate governance regarding the absence of shareholder meetings.
These alone are serious concerns for the SEC warranting a prolonged cease trading order.
BGMO must keep the SEC happy.
OTC Markets is a non-issue now.
It begs the question on how can BGMO and its directors satisfy the SEC. I would suggest the following:
- having the financial statements for 2012 be completed for the full year to an audit standard
- having part year financial statements for 2013 be completed to an audit standard
- call an annual meeting of shareholders with the full disclosure of all material events, contracts and share issuances
- electing qualified outsiders to the board thus forcing HH and SP to use good corporate governance
- instill a pattern of issuing truthful press releases.
Just proving the cash will not solve BGMO's credibility problem.
BGMO lives vicariously through others!
BGMO press releases and web content have shown a history of using information from an as yet closed investment deal.
The current emphasis by the firm and its supporters using VSTA misrepresents the reality. VSTA in the best light will become a subsidiary but is currently not one. VSTA has even reported to the SEC that they have concerns over the ability of BGMO to close the deal or, if they do, when they will do so. VSTA has a great deal of debt and a high cash burn rate.
Previous attempts to promote BGMO through using web content and press releases noting the depth of management at Suntrough and GreenSafe is clearly mirrored with the current VSTA promotion.
We need to remember the BGMO past correctly.
Regarding all of the press releases and financial statements issued prior to January 2012 have been determined by the accounting firm of L L Bradford as being unsubstantiated.
In the December 2012 update, Herzog attested that the statements made by the accountant were correct thus admitting that BGMO disseminated false or misleading press releases and financial statements prior to January 2012.
Prior target companies had raised funds but their partner, BGMO, never delivered.
Suntrough raised funds from third party investors and received a significant government grant.
GreenSafe raised funds from its key shareholder and also raised a further $ 110 million in debt capital from a major German bank subject to BGMO coming to the table with equity. The company also received or had caused to delivered other government assistance. The company apparently had commitments to deliver goods to them for processing.
The agent that the target company hired to find money did get the best deal by getting a "firm" funding agreement from BGMO in less than a year from being hired. Herzog presented reams of signed financing documents indicating tens of millions earned monthly from a high yield investment program.
BB Solar was a joint venture of Big Leaf and BGMO. The company was named by Herzog. BGMO was a 60% owner of the joint venture.
No permanent capital was required by BGMO. Only some short term purchase order financing was required. Given the decades of experience in the rag trade, Herzog should have been able to deliver this through Platinum Funding.
And none of it could be used to pay for an audit or to purchase the shares as initially agreed with VSTA.
How can our President make a deal to spend money when the funds were restricted and there was no incoming cash balance into 2012?
OTC Markets is not the concern.
The SEC is the regulator.
To satisfy them, BGMO would need to produce audited financials, disclose all of the past share issuances, hold an annual meeting and, of course, the proof of cash.
The OTC is not the concern to shareholders including small ones like me!
It is the SEC that believes that BGMO requires investigation to protect the shareholders.
Will the issues of the failure to hold annual shareholders meetings, the issuance of over 60 misleading financial statements and press releases along with the non-disclosure of substantial share dilution actions out weigh the offshore funds (if real)?
My sense is that even if the money is real, BGMO may still be on the grey sheets for the above reasons.
Standard BGMO M.O.
There is a consistent track record of BGMO announcing financing deals followed by share issuances then sold into the market as news of the target company gets slowly released.
More of the press releases and the content of the BGMO website is directed to the target company and away from the funding sources.
There is very little traffic about the inability of BGMO to deliver the funds at the times stipulated in the original deal with VSTA. Likewise, the same can be said for the amendment pushing the amounts and timelines out into the future. This was done in the past with other BGMO target companies.
It is a case of selling the sizzle and not the steak (or is it shoe leather).
The focus on updating the financial compliance with OTC markets is a ruse to deflect attention away from the SEC cease trading order.
OTC markets is not a regulator but a standardized platform for reporting trades and posting of company issued documents. Even if BGMO provided the OTC with updated compiled statements, it would still not get around the issue of the CTO.
The SEC has become aware of certain reports and statements regarding the financial reporting, insider trading and corporate governance of BGMO which requires further inquiry. In order to protect the investing public, the stock was halted.
The question is what information does the SEC have?
In order for the shares of BGMO to rise, our President has often used press releases and updates on its own website to promote the activities of soon to be acquired (but never closes) subsidiaries.
This was done with Suntrough, GreenSafe and BB Solar.
BGMO lives vicariously through its promotion of its future branches but never says anything about its decaying roots.
Very simple answer...
Bergamo always represented that it could raise capital for capital needy businesses. Herzog always presented reams of signed documents showing offshore capital being funnelled through offshore BGMO controlled conduits primarily into the US.
The problem was that BGMO could never close a financing deal.
As a result, BGMO could never close an investment deal.
It would appear as though Rahi required purchase order financing something which BGMO had a lot of experience from the rag days. Even on this, BGMO could not even deliver,
We seem to forget the problem that Bergamo was the party that named BB Solar and the Bergamo also was the controlling partner.
Rahi did not have any media or other contacts in Pakistan as these were all arranged by Herzog. Unfortunately, it appears as though BGMO failed to make the necessary travel and accommodation arrangements in Pakistan for Rahi on the demonstration trip.
As for the product selection, China does make good solar products if you know where to get them.
Also, please remember that Herzog paraded Suntrough around as a subsidiary of BGMO in late 2011 or early 2012. He did the same with GreenSafe and others.
I wonder which persons or entities have submitted evidence to the IRS? Not only could BGMO, HH and SP being subject to inquiries for their commission income and share sales but so could Banoo and Witz also be subject to a review for the unreported income from the sales of shares.
As for the SEC, the securities commissions in Canada (say in BC) or any of the individual states of the US, has any party raised any question and submitted any evidence about the issuance of shares, the absence of annual meetings and the questionable press releases?
Has anyone filed a statement with the State of Delaware for BGMO not holding annual meetings?
I suspect that questions and some evidence has been given to the SEC regarding the believability of the recent financial statements and the previous press releases. The recent suspension of trading would be the logical outcome.
BB Solar was a joint venture company 60% owned by BGMO.
The name of the company was selected by Herzog and not Rahi.
There is no evidence that Rahi every held any shares of BGMO so there aren't any insider trading or other SEC issues relating to him or his entities.
It was BGMO that failed to deliver the cash to Bb Solar no different than the prior BGMO failures to close any financings or investments.
It would appear to me that if Rahi has provided the SEC with details of the BGMO ownership of Suntrough and GreenSafe in late 2011 then there could be some real challenges for BGMO.
If you fallow the timing of any issuances of stock, it always happened after a funding source was announced. The increase share trading (likely the liquidation of the newly minted shares or substitutions for the same) happened in the flurry of new press releases and additions to the BGMO website following the financing announcements. The control of any BGMO press release or the content of the BGMO website was and always has been HH's responsibility.
Good question.
For the part year 2012, the complied statements show that BGMO earned lots of money and had cash. They also showed that they owed $ 40 million to each of HH and SP.
The IRS will have an interesting time with this one.
According to the statements, BGMO had the money to pay however it was accrued. No subsequent statements have been issued (either full 2012 or part 2013). If we believe the press releases, then, the profits and likely the commissions payable should be even higher. Now, I do not know is the IRS uses cash or accrual accounting for employees. But HH and SP are not employees but officers so the rules may be different.
The real kicker will be the corporation. Federal tax rules for corporations use the accrual basis so tax money much be remitted. None of this accounting provision stuff but real cash. It would have to be remitted by now for FY 2012. Given the magnitude, even interim payments would need to be reported.
My guess is that we will see all of the FY 2012 transactions disappear as to avoid any corporate or personal tax liability. This would result in severe SEC issues for BGMO.
If BGMO does earn the cash then the IRS would be front in line to grab the cash. So where does the cash come from to invest in VSTA after the IRS has their hands out?
The big question is if the IRS has been advised of the BGMO story?
Curious, at the same time the SEC put the cease trade on?
The actions might suggest that he is trying to creatively paper the deals after the fact. If everything was already in order, the un-redacted documentation would have been presented to the SEC. The proper CEO actions would have been to get accredited third parties to audit all documents including getting all of the releases to prove the cash in the reported institutions. Unfortunately, this task was never performed by L L Bradford?
A corporation can increase or decrease the authorized share capital when needed. What is more telling is if they have reduced the number of issued shares.
We may end up seeing a situation that when BGMO does not deliver that VSTA will increase the number of authorized shares and issued them at a quarter of the current value just to offset the rate in which they are burning through their cash.
I would beg to differ.
In a recent VSTA filing with the SEC they had raised some concerns over BGMO's ability to deliver the funds as contracted. An SEC filing ranks a lot higher on the accountability scale than a press release.
As for the retractions, every BGMO target company other than one has ever publicly repudiated the share purchase agreement that they executed.
There are many reasons why they would not say publicly that the deals with BGMO are dead. Possible reasons included:
- the implication that the target company management made an error signing on with BGMO
- praying that somehow and someday that BGMO would deliver (but never comes)
- by not announcing a dead deal with BGMO that they can try to shop around for a better deal (this one with cash)
In the VSTA case, they have reported to their shareholders and the SEC of their concerns with BGMO. This mitigates any reasonable level of recourse from shareholders and the SEC should BGMO not deliver.
If the SEC can be satisfied that the money is real, then, what happens?
Some will say that all is well.
I am not so certain and here is why...
All of the financial statements and press releases issues by BGMO to OTC Markets, reputable media outlets and to the shareholders have been proven by the accountant to be unsubstantiated. Further, our President has also attested to this material fact.
From the regulatory perspective of protecting the shareholders, the SEC would keep a very watchful eye on BGMO. The SEC would probably force BGMO to be clearer in the language of its press releases, web site and financial statements that the content could not be deemed as misleading.
The mere fact of saying that BGMO has title to the money or includes it in its balance sheet would not be allowed. The documents, if proven real, would show that the title is elsewhere and that BGMO can use it as collateral to generate income.
I would suspect that as a minimum that BGMO would need to register with the SEC as an issuer and file regular audited statements. This is a far cry from a compliation.
The SEC would also be concerned about the absence of shareholder meetings which is contrary to the laws of Delaware.
The SEC would also be concerned about the two directors issuing commissions and BGMO securities to themselves without the proper approval by the shareholders.
With the concern of the share purchase warrants being granted to a insiders or close associates of the insiders, there is still a real issue of an IRS investigation for the probable non-reporting of income. Should the current BGMO insiders not report that income then the SEC may suggest that the Board be changed out.
Just curious if BGMO actually traded on the Greys today.
If so, any sense of the volume or pricing?
Rahi was never an officer or director of BGMO.
Rahi was never a holder of any class of securities of BGMO.
Accordingly, he never could be considered trading on inside information.
Unfortunately, he was a victim of BGMO's inability to close either a funding or investment transaction.
Please remember that BB Solar was named by Herzog and that BGMO was the controlling owner.
At the end of the day, will it be the IRS or the SEC that closes down BGMO? This is the question.
If the money is proven real, then, the IRS will demand the taxes from not only BGMO but also Herzog on both his commission and stock sales. There is still the great likelihood that the SEC even with the proof of money going after BGMO for questionable financial reporting, failure to hold annual meetings and so on.
Now, if there is no money, then, the SEC is going to take BGMO and its directors to task. Plain and simple.
If HH is currently offshore, has he taken the last little proceeds from BGMO stock sales and parked it in say Singapore or Hong Kong?
Is he considering doing a Snowden?