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The simple realities are:
- The accounting firm of L L Bradford confirmed that there is no evidence to substantiate that any funding activity or investment activity happened prior to January 2012.
- The President of Bergamo Acquisition Corp attested that the statements and the attached notes prepared by the accounting firm for the partial period of 2012 are truthful and free from material defect and omission.
- The combination of what the Bergamo retained accountant provided and what Bergamo's management attested to clearly states that everything prior to January 2012 could not be substantiated and therefore is false.
- What the Company and its management effectively stated prior to January 2012 is either a fraud, a misrepresentation or wishful thinking is up to current and potential investors to determine.
- Likewise, it will be up to any civil, criminal or regulatory bodies to investigate and if need be prosecute. Whether such bodies are investigating we will never know nor with the company know until it is shut down.
- As for the part period of 2012, the booked profits if real do not represent investible cash so it begs the question ethically, financially and legally on how BGMO could enter into a transaction where our company had no financial capacity to complete by the dates contracted as it was all restricted. This goes to the heart of the matter of ethics and our firm's reputation.
- The company has not issued financial statements and notes for the balance of the fiscal year nor for part of the current year which goes to the question of the company is trying to raise its reporting tier level then why is it not reporting? It seems to be a simple task to do.
- There is some question as to good corporate governance (I had to read up on this). What about an annual meeting? A management discussion and analysis report? Proxy materials and a convening circular would be helpful? I won't even continue the dream of an audit.
A smart investor would be better to pay $ 1.00 per share with concrete information from third parties than to pay a penny for the data (?) we currently have. Why, you might ask? Based on the past history which is a good indicator of future actions, buying at a penny will seem very expensive to where it may end up. With hard facts, a buck a share will appear cheap relative to where it could head if any of this can be proven to be real.
Compilations as opposed to audits is not real. Redacted documents and questionable offshore entities makes it difficult to make an informed decision as to the authenticity. The failure to inform the shareholders on a regular and consistent basis is a flag.
An open question
to all Bergamo promoters and detractors.
The accounting firm of L L Bradford prepared a compilation statement. By showing negative retained earnings at the beginning of 2012, the accountant basically said that he could not find any evidence that any of the previous receipts of capital, the investment into many green ventures, the reporting of great revenues, profits and retained earnings ever happened.
In the update to the notes issued by our management, it clearly states that all of the statements contained in the September 17th report and updated to December 4th does not contain any untrue statement of material fact or omit to state a material fact. It goes on to state that that it represents fairly the position of the company. The final line indicates that our President signed off on the document.
So, if the accountant prepared the statements and our President certified the statements as being true then what happened to all of the activities prior to January 2012?
The options are not overly encouraging.
Did they never happen which would imply a range of possibilities from intentional fraud or misrepresentation?
Did they happen but were cancelled which in the absence of disclosure imply a range of possibilities from poor governance or poor management?
I am not casting any comment here but only a discussion on whether or not we as company shareholders are at risk from third party civil, criminal or regulatory claims for these past actions. I am not a lawyer but I would think that not coming clean on the past leaves us open for seeing the shares drop even further.
I am down over 95% on my investment thus far and I hope it turns around.
Truckloads of Bergamo Bucks
invested in green ventures sourced from offshore money conduits.
I did a tally of what our management has announced that we have invested in over the past few years. In all fairness, I have totally ignored the pro-Bergamo and anti-Bergamo posters and just looked at what our company has said through official messages to the shareholders and through OTC Markets and Business Wire..
I must admit that our management has been busy.
Consider the following investments folks!
In mid-2009, we bought into a 500+ MW clean coal fired plant. I can't seem to find a dollar value but I would think it would be close to a billion.
Later that same year, we bought a 60% interest in GreenSafe for $ 120 million. The company has loads of management bench strength and contracts for feedstock and equipment ready to go.
At the same time, we also bought into Suntrough. I think that deal was for $ 50 million. This company was a leading edge developer of solar power systems suitable for modest applications. There was a lot of management depth in this company.
Early in 2010, there was some talk of acquiring a Japanese based application developer. I don't seem to find too much on this firm any more.
In 2011, we acquired 60% of BB Solar for no cash but we needed to finance the purchase order contracts. Demonstration projects were set up for Pakistan. We even set up an online order desk for systems of various sizes.
We also announced a major 200 MW hybrid solar projects. My guess is that it would burn through nearly $ 500 million.
Earlier this year, we also announced a new $ 36 million stake in Vistagen.
A simple tally for what we can easily find is about $ 2 billion in strategic green investments.
Billions and billions raised
by Bergamo over the past four years.
I spent some time going through the statements issued by Bergamo to its shareholders or through reputable industry media such at OTC Markets and Business Wire. I was looking at the amount of funds that our company and directors have arranged, closed and received. Its a very big number!
I also totally ignored everything that any pro-Bergamo poster has said as well as everything that any anti-Bergamo poster has said. I am just looking at what our leaders have said.
My list my not be complete and I invite anyone to add to the staggering numbers.
In the summer of 2009, we raised $ 1 billion.
There was some funding raised for some domestic projects in the fall of 2009 which may be part of the billion.
There was the historic funding amount of $ 100 million mentioned in early 2010.
In May 2010, the initial $ 75 million tranche was committed.
In October 2010, Bergamo announced revenues for a turnkey commitment for $ 21.5 million.
Later the same month, Bergamo through its Harbinsons subsidiary raises $ 41.5 million and received a cheque for $ 4.3 million.
About 6 months later, the company announces another success by raising $ 35 million through an SBLC.
About 2 years ago, our management announced 300 Million Euro through our Singapore flow through subsidiary.
In November 2011, Bergamo announced that 1.1 billion Euros are now under the control of our Singapore arm.
In January 2012, a further 400 million Euro are secured through a guarantee.
In January 2013, another 1.0 or 1.5 billion Euro is also arranged.
By my simple tally, we have raised about 1.3 billion USD and about 3 billion Euro (call it 4 billion USD).
You have a little more money on the table than I do.
Good luck KGB008/
I don't have any of those answers but I will see if any one at GreenSafe may enlighten me.
What I do have printed off is a statement made by GreenSafe about its revenue per operating hour.
How would BGMO know if it is under investigation?
Even it is were, would the investigators tell the company or its officers?
Assuming that they did tell HH and SP that they were under investigation, would HH or SP advise the shareholders?
By BGMO admitting that they were under investigation, the stock price would collapse.
Have complaints been filed with various government bodies? I am virtually certain that they have.
The inability to pay the agreed amounts under the agreement with VSTA and the amendments following that would suggest that BGMO has not received any unrestricted funds to invest by those dates.
Why would a company if they had the cash not want to meet their contractual obligations?
Seems rather strange that BGMO cannot pay the monies due VSTA not only with the original agreement with VSTA and the amendments.
According to previous web based press releases, BGMO also had a weekly pay high yield investment program in 2009 and convinced GreenSafe to sell control to BGMO in exchange for a stream of capital infusions. It was even press released that the timing was being amended (deferred).
BGMO failed to collect the proceeds of the weekly pay program.
BGMO failed to remit the agreement investment into GreenSafe.
BGMO did show copies of offshore investment contracts with GreenSafe and later learned that they 'could not be relied upon.
So what makes the recent weekly pay high yield investment program with an investment in a new company (VSTA) with subsequent rescheduling of the timing any different from the past?
Yet can't make the payments due to VSTA as per their agreement or the amendments as well!
With respect, I would say that BGMO announcing that they were entering into a transaction with GreenSafe encouraged investors to move the share price up.
Likewise, with BGMO announcing a new investment into the solar field by acquiring 60% of BB Solar also encouraged investors to acquire shares of BGMO.
In both cases, there was a material increase in the number of shares outstanding and more activity but absolutely no disclosure on who received the new increased number of shares or who was selling them. If the newly minted shares were acquired by BGMO management or proxies for them and they sold on the news, that is clearly insider trading.
We should be cognitive that both of the above mentioned parties were relying on the reputation of BGMO to deliver funds. Both firms incurred substantial developmental costs and relied on signed contracts from BGMO to fund those outlays.
There are a few items that I would like to get some clarification on...
BGMO, as a pink sheet company, is not registered with the SEC. If so, what regulatory oversight is there?
The SEC would not approve or investigate any BGMO activities, financial statements or press releases unless BGMO defrauded tens of millions of dollars from investors. From what I have read, they usually will not even go after smaller issuers with minor amounts of malfeasance.
As for a public company, there are difference definitions based on the market value of the company or the number of registered shareholders. I thought the threshold for the latter was 500. If so, then, BGMO would still be considered private.
If they want to claim that they are public then what about the management circulars and proxy materials before the AGM? What AGM you might ask? That is that annual event when the shareholders can ask questions of the management which does not happen!
The very same accounting firm
could not substantiate all the claims of funding, investments, revenues and profits previously reported by BGMO to OTC markets and through press releases.
In fact, the financial statements, in effect said, that everything prior to the date of the report was bogus.
The Bergamo retained accounting firm of L L Bradford confirmed that all of the previous statements to the OTC markets and through press releases by BGMO management of numerous financings, leading edge investments, astronomical revenues and boodles of after tax profits was not real.
Even if the alleged 2009 con group did not exist, the mere fact the BGMO's accountant publicly renounced every prior statement of BGMO's management should be clear enough evidence of serious governance issues.
Since BGMO solely made the press releases and issued the financial statements and never the sources of the financing or the recipients of the investments it is clear where the problem resides.
Money several months from now does not mean anything if we cannot negotiate in good faith to invest $ 36 million into VSTA.
The BGMO management had to find $ 25k for the first instalment and is late in making the second instalment.
Wouldn't it make better sense to have the cash in an unrestricted bank account now to invest rather than making contracts in the hope of getting cash in time. The unfortunate reality is this is the typical BGMO pattern.
The same CPA also said...
Every previous financial report and press release issued by BGMO could not be substantiated!
He did not say that BGMO fabricated stories, deliberately lied, falsified documents or committed a criminal or civil fraud. What he did say with the opening balance sheet was that there was no evidence of any financial activity. If so, then, where did the proceeds from the sales of tens of millions of shares go before the reporting period date?
The complied statements clearly proved that everything BGMO issued to OTC markets and through press releases regarding revenues, profits, assets and retained earnings prior to January 2012 was a misrepresentation. Whether it is a commercial or civil fraud would be up to any regulatory body or court to determine.
The complied statements wiped out the impact of about $ 3 billion in fund raising activities, hundreds of millions in revenues and over $ 50 million in retained earnings.
This raises two fundamental questions.
The first, based on the previous and proven track record, how can we now believe BGMO is telling the truth?
Our company has issued financial statements in the past. They have issued press releases announcing major offshore financings often in the form of high yield investment programs. BGMO has created numerous offshore conduits to move the money into the US and elsewhere. There have been countless investment announcements made in the past four years. L L Bradford proved that none of it was true.
The second, based on the previous and proven track record how can we believe that BGMO that the VSTA will close
There are countless examples of BGMO amending the investment purchase agreement. First, GreenSafe was amending from a lump sum payment then changed to an instalment investment with the payments moved out. This happened to that company more than once. Even those weekly high yield income streams were proven to be false. Second, take VSTA. The agreement called for an IPA to be completed in the second quarter. Then it was amended to push it out to the end of the third quarter. Now the VSTA 10-K filing suggests that there is some material risk that it will never close.
The "profit" (if real) does not provide capital for our management to invest into VSTA or other target companies for a year.
The question that we should be asking of our management is where will the new capital come from to invest in VSTA when all of the "profits" in the accounting period reported in the compilation are tied up?
The bottom line is that the accountant said that everything reported by the company prior to January 2012 was incorrect.
The accumulated retained earnings was wiped out and now is in fact negative.
All of the previous OTC filings of financings, revenues and after tax profits were a misrepresentation.
If the company had no cash prior to the period and what they made during the period was untouchable then how, in good faith, can our management make an offer when they had no cash to do so.
The accountant went on to say that there were no material events subsequent to report being issued.
No year end 2012 statement has been issued or even a part year 2013.
So, did BGMO make any money?
Did they millions of dollars through equity issues to fund the purchase of VSTA?
I am seeing my $ 9k investment dwindle to nothing. I hope that someone can turn this around.
We have all seen BGMO's press release announcing acquisition of GreenSafe in the fall of 2009. We also know that the former Hamilton based staff of GreenSafe were shown the door in 2011. We know that Bergamo had made representations to BB Solar that GreenSafe was still part of BGMO at late as early 2012. The big increase in the BGMO float came well after the departure of the former GreenSafe head office staff.
It only seems logical that they were not the recipients of any BGMO shares.
Whether HH, SP, or the remaining former GreenSafe staff purchased or received any shares is not known.
Mr. Swire told me a some time back that he and the Hamilton staff never held any shares in BGMO. He did tell me that in late 2009, he asked that every director and officer of GreenSafe advise him if they held a position in BGMO. Mr. Swire expressed a concern not to be caught trading with insider knowledge. Having been assured that no GS person held any BGMO stock this was not an issue.
A management circular prior to a shareholders meeting would give any light on the major shareholdings and issuances. I cannot seem to find any report like this. Since I am a shareholder although small, can anyone tell me when the last meeting was? I have not had a notice.
We have seen a copy of the resolution made for the issuances of 29 million warrants to each of BGMO's directors. The language and style seems to be similar to that used in the recent amending agreement with VSTA. I think it is more than likely that the warrant document was real.
Given the timing of the growth in the number of the outstanding shares, it is likely that the warrant price was reduced to reflect the market price at the time that the issued shares increased.
Why would anyone want to pay more than the market price at the time? Was the price cut to the par value or to say a penny? We would not know the answer to this as financial statements have not been issued since September of last year. No year end numbers or even half year numbers.
As previously reported, the Town of Caraquet had rented a van from a firm in Tracadie. The Town in turn invoiced GreenSafe and this bill was paid.
Further, the Mayor of Caraquet advised that the Town does not have a limo service and none were used for the event. Antoine Landry, CM, also told Mr. Swire that there was never a Landry Limo service in Caraquet. I would tend to agree that the Mayor of the day and also a Landry would likely know a thing or two about what went on in his town of 4000 people.
If you want photographic proof of HH's presence in Caraquet, please contact Mr. Swire and he has offered to share a photo of HH in the Hotel Paulin the evening before the mid-morning ground breaking the following day.
I appreciate the efforts of Roger and Marcel to get confirmation of these facts from local officials. I also appreciate the comments from Mr. Swire which helped to fill in the gaps.
I wish to remind readers of the posting on July 3rd (37238) and the posting of July 4th (37247) where the facts regarding the ground breaking event by the Bergamo controlled subsidiary, GreenSafe, was fully disclosed.
The claims made in those two posts were supported by parties responsible for arranging the events which included the Town of Caraquet.
I have asked Mr. Swire if he would be willing to make copies of the photos available for the asking. Since the event was public, he felt that there wasn't any confidentiality issues.
The photos that would be available would be the large outdoor sod turning with the tractor in the background; photos of the dinner at the Hotel Paulin proving the time of day that HH was in town and various shots of the bank encoded Bergamo cheque.
I posed before him a list of names and what there roles were.
As for Brad Simon, Mr. Swire says that he has never met the man nor was he part of the Americans at the event.
Hal Wolfe, at the time of the event, was a retained contractor, hired by GreenSafe to obtain capital. He did not become a director and officer of the Company until later in 2010.
Jocelyn Larocque was at the time of the event, the plant manager.
Cathy Marzetti was a third party hired photographer for the event.
Irene Parker was the secretary to the Board and the assistant to Mr. Swire.
Catherine Ellis was the logistics VP for GreenSafe.
According to Swire, he nor anyone in the former Hamilton head office ever owned any shares of BGMO. Swire did tell me that there was a discussion with BGMO where GS would acquire shares of BGMO but that never happened.
It is curious to note why does the issue of an event so long ago in Bergamo's repetitive history cause so much anxiety?
In early 2011, it appears as though BGMO orchestrated a management restructuring which saw all of the former Hamilton head office personnel terminated. The office was quickly transferred to Beaver Dam, New Brunswick.
The current management included Kennedy and Instrum. Federal government records have not been updated to include HH and SP.
I recall seeing one posting saying that BGMO presented documents showing GS as a BGMO holding in either late 2011 or early 2012.
My investment interest has always been an indirect buying into GreenSafe. I am still trying to get official BGMO disclosure that they own 60% of GS. Either BGMO owns it or they misspoke the facts.
VSTA downgraded tier level!
The OTC Markets have downgraded VSTA to limited information.
As a soon to be Bergamo subsidiary, what does this say about our management delivering funds to VSTA as per the agreement?
If they received the funds then VSTA could have paid to have someone file any statements. So, can say that BGMO did not have the funds to remit to VSTA? Or, can we say that BGMO had another delay. Based on previous BGMO history, our management will never say that the funding source never materialized. Our management will never say that the deal did not close. The recipient firms may never say anything about the failure to close to the media.
As a soon to be Bergamo subsidiary, what does this say about our management generating weekly income from BGMO's newest of a long string of high yield investment programs?
BGMO's own reporting said that all of the profits earned in the previously released accounting period were non-accessible to BGMO.
BGMO's own accountant prepared statements said that that all of the previously reported revenue and profits from high yield investment programs never happened.
BGMO is a pink sheet and as so the filing requirements are very limited. It would appear as though BGMO was relying on VSTA's higher OTC tier to get some improvement to the BGMO image.
With previous BGMO press releases, the heads of both BGMO and the target entities have met, signed documents and executed corporate resolutions.
VSTA is no different that the BGMO purchase of GreenSafe and BB Solar. Each of these three entities desperately required cash to rollout their business plans. They all met with BGMO and did all of the same paper trail.
In every case, BGMO amended the closing dates, repeatedly. Some could call it stalling.
The reason was that the weekly pay high yield investment program never delivered any capital for investment in other businesses.
The accountant affirmed that in the compilation reports.
The reality is that BGMO could not deliver the funds when they negotiated to do so. The deal was amended moving the payments out further. Even with the recent amendment, BGMO and VSTA have not reported the investment thus raising the spectre that BGMO does not have the money.
If the accountants said that BGMO had no money at the beginning of the fiscal period reported and a BGMO press release stated that the profits for the said period have to be locked up for a year, therefore, they have no liquid cash to invest.
In fact, the accountants also reported a negative opening retained earning which repudiates all of the revenues, profits and retained earnings that BGMO submitted to OTC markets.
The bigger issue is why would HH want to endanger BGMO when the funds clearly are not there?
A valid point.
In every announced acquisition that our management has made, the target company is more established that BGMO.
The target companies have real businesses with physical offices, a board that is separate from management, some proven record or good governance, extensive pre-development incurred to date and so forth.
So, it makes sense to acquire a reporting company so that BGMO can gain the prestige of being better than what our historical track record has shown.
Can someone explain why they believe the investment into VSTA from BGMO will actually happen?In 2009, BGMO executed an agreement with an offshore party whereby the income from a high yield investment program would be remitted to BGMO for its investment purposes. Subsequent to this, BGMO announced that it is acquiring a 60% interest in GreenSafe. This target company was in the desired business space that BGMO wants to be in - green and clean. In early 2010, it was announced that the timing of the closing would be deferred. None of the series of planned payments were made
In 2013, BGMO executed an agreement with an offshore party whereby the income from a high yield investment program would be remitted to BGMO for its investment purposes. Subsequent to this, BGMO announced that it is acquiring a substantive interest in VSTA. This target company was in the desired business space that BGMO wants to be in - green and clean. In mid-2013, it was announced that the timing of the closing would be deferred. As of today, none of the series of planned payments were made.
Other than changing the dates and the name of the target companies, nothing is different. So, lets dig a little deeper!
Both GreenSafe and VSTA required millions of dollars to develop or rollout their respective business plans. The only difference that I can see is that GS would be putting the money into hard assets whereas VSTA would be putting the money into development.
Both companies appear to have extraordinary high returns. The GreenSafe website did report that they could make up to $ 50k in revenue per operating hour. I can't find anything on the potential revenue on the VSTA side but it must be substantial to warrant the investors.
Both companies have experienced management. The GreenSafe website from the time of the BGMO investment did indicate that the management had amongst them 2 professional designations and 6 university degrees. From what I can see on the VSTA website, the numbers are in the same ballpark.
Both companies were shown extensive reams of faxes and contracts for funding. GreenSafe's agreements with BGMO and BGMO's agreements with the funder have for the most part been hidden from the BGMO investors. On the VSTA side, the VSTA agreement with BGMO appears to be hidden from the BGMO shareholders. The agreements between BGMO and its funder are protected by non-disclosure agreements. In a few of the documents, some are redacted and others just don't make sense.
Can we expect that BGMO will come good on VSTA?
Based on prior history with the same BGMO leaders at the helm, what is materially different that would assure a success?
Signed,
A frustrated BGMO shareholder in Buffalo!
The humour only highlights the consistency of the stories being repeatedly told for nearly five years.
In summary, BGMO goes through the follow cycle:
Step 1 - announce a new funding strategy from only offshore sources
Step 2 - create a buzz on free media to boost the share price
Step 3 - announce the creation of a new offshore subsidiary
Step 4 - use paid parties (IR firms) to tell the new story
Step 5 - issue stock or warrants and sell to self or consenting "joint actors" (I like that term) into a rising market
Step 6 - announce a new target company for the magic 60% BGMO share in a cash starved entity
Step 7 - issue new financial statements and promised of migrating to a senior exchange
Step 8 - the deal does not close as scheduled
Step 9 - BGMO and target company say all is well we will get it done
Step 10 - more shares are sold into the market
Step 11 - BGMO makes no statement as to why the funding never happened
Step 12 - BGMO makes no statement as to why the acquisition never happened
Step 13 - the funder never makes any statement why the deal did not close
Step 14 - the target company never makes any statement why the deal did not close
Step 15 - wait about six months before the next cycle begins
Now, for each step, go through the press releases and OTC filings and place names of the funding sources, where they came from and how much.
Do the same thing again for the announced investments.
Check to see the claims made in the financial statements.
Check the change in the number of issued shares and the related trading.
There is a consistency about the Bergamo history.
Bergamo has been in the Greentech and Cleantech sector for nearly five years now!
Our management has a stellar record of announcing offshore funding for these projects. To date, the record haul of financings through strategic partners runs somewhere about $ 5 billion by now. Most of the funding is from recurring weekly pay high yield investment programs. The first of these was executed in late 2009 and publicly announced in early 2010.
Our executives fully understand the banking and legal issues of moving money from Europe, the Middle East, India, Singapore and Japan and funnelling these flows into the US.
In order to expedite these flows, Bergamo has created special purpose money flowing conduits in the UK, the UAE, India and Singapore.
As promised and reported to the shareholders, Bergamo has acquired control of GreenSafe and invested into clean coal about 4 years ago. In the past two years, we expanded our green vision into clean water and solar power derived from our partially owned Florida solar power subsidiary.
The announcement of weekly profits from the new five year high yield investment program invested into meaningful green ventures is part of our long running history.
If we read the compiled financial statements prepared by our company's accounting firm, the company has already recorded an expense of $ 40 million to each director. I believe it was classed as a commission. The payment of this amount to each director is more than ample compensation for the invested time getting the business this far.
However, when the $ 88 million is released, how do you think these funds will be used?
Since the flow of funds from the high yield program pays out weekly, it would stand to reason to use these funds for future acquisitions. The proceeds from the released of the restricted funds ($ 88 million) should be used to discharge the $ 80 million in commissions payable and the other debts leaving virtually no cash in the business. This would be smart as it builds up the balance sheet.
The only going forward cash would come from the weekly remittances.
Actually, I was told that they called L L Bradford twice, faxed them once and emailed them a few times without any response.
They were surprised at the lack of professional courtesy in not responding to a fellow accountant.
You forgot one duck-ism.
Smells like a duck!
So, if the Board of BGMO signs a deal to invest cash into VSTA by a certain date when the company's accountant says you had no cash at the beginning of the year and a BGMO press release says that the cash earned during the year is restricted, then, doesn't it put egg on Bergamo's face when you do so?
Clearly, it is acting in bad faith.
Do the SEC rules for accredited investors apply to offshore parties?
I think the original question poses of me was the two accountants that I spoke with (my son and neighbour) and not to the Bradford staff.
Based on what my inner circle accountants advised, they have flags on the play.
They did say that a compilation report is a just a nice way that accountants take client's data and re-format it. No verification is involved.
In reviewing the comments made by the civic leaders in New Brunswick and the collaborating statements made by Swire, it would appear that all of the expenses relating to the ground breaking in 2008 have been paid.
Bergamo documents well into late 2011 or early 2012 show GreenSafe as a subsidiary of Bergamo. If an invoice fell between the cracks (which I doubt), please refer this to Bergamo and their accounting firm (L L Bradford) to remedy.
Based on other statements attesting to the availability of cash by BGMO to invest in VSTA then BGMO should be able to float a loan to GreenSafe or even pay the bill direct.
How does the ability to collect unrestricted cash in January 2014 ethically support the offer and acceptance of a deal between BGMO and VSTA when BGMO does not have any unrestricted cash to close a deal in the second quarter of 2013?
The accountants reported
observing a number of glaring reporting errors, omissions and inconsistencies.
They would not confirm or deny fraud as they have not physically examined the books of BGMO and performed a full audit.
Even Bradford did not conduct an audit or review engagement of BGMO but merely a compilation without detailed examination and discussion with the source document providers.
What the accountants did say that with an absence of a history of any corporate governance (third party audits and annual meetings); the failure to disclose transactions that did not close through an MD & A or press releases; inconsistent financial reporting (style, content, dating and so forth) to name a few that an investor should use an abundance of caution in purchasing securities in BGMO.
The accountants generally felt that they would prefer seeing an audit with a forensic focus completed before they would pass any further comment.
Powerful words!
Be wary new investors
by statements of revenues, profits and cash.
Bergamo's own accountants repudiated every previous financial statement issued by the Company and reported to OTC Markets.
Caution is heeded when it is reported that BGMO made a profit yet the cash in unrestricted and held offshore.
Further red lights flash when our management enters into an agreement to fund VSTA and from the financial statements issued by the accounting firm of L L Bradford and untouchable cash earned by BGMO could not be used to invest into VSTA when the contract stipulated.
BGMO has reported big profits
before from high yield investment programs. These returns have been reported to the shareholders through press releases and filings with OTC Markets.
L L Bradford and Company effectively repudiated all of these prior period revenues, after tax profits, cash and cash equivalent assets and share capital / retained earnings when the compilation statements were prepared.
For the uninformed investor, all of the previous financial statements released by the company and its management prior to the accountant prepared compilation was in fact a grievous error.
The Bergamo accountants said precisely that!
It would be up to the SEC and the Courts to determine to what level of error was involved.
Was it an innocent error to report a billion in assets a few years ago? Was is an intentional misrepresentation to report tens of millions in after tax profits to the OTC markets? Was it perhaps as something more criminal?
I will not cast stones here but some serious questions need to be raised by the regulators, tax authorities and the legal profession to Bergamo and its directors.
These "profits" are restricted
and cannot be used for a year thus rendering them useless for investment in VSTA or any other future target company that may come along.
It appears as though our management has consistently misrepresented our firm as being financially capable at financially closing an investment into a new company.
Can any one name and independently verify an operating, non-financial company that BGMO has successfully invested into?
If so, then, where is it on the Bradford prepared statements?
Since I have been a shareholder, there is no solid third party evidence of this happening despite.
There are several if not a dozen or more announcements the BGMO has been the successful recipient of several successful infusions of capital.
We, as a company, have misrepresented the truth to VSTA that we could close as negotiated. The evidence is that the earliest we could close is August 2013 or in early 2014. Then, why, did we negotiate and publicized a deal that would close in the second quarter of 2013.
Did we attempt to deceive VSTA?
Did we blatantly lie to VSTA?
Did we file knowingly in error statement with the OTC markets both in the past as well as now with the VSTA deal?
It is not looking bright.
The fact remains that the cash, if real, is restricted.
In fact, one party believes that it is restricted into 2014.
These restricted funds cannot be used to day to day expenses nor the myriad of past and pending investments to fund. My accountant neighbour said to me that the proper disclosure standard for restricted cash is to segregate it on the balance sheet with a note. I think I know what he means.
The value of BGMO shares may be at risk given the negotiation in bad faith our company by fully knowing that BGMO did not have the unrestricted cash in the bank to complete the investment in VSTA at the prescribed times.
If the cash was real and in an unrestricted form, what logical reason would VSTA and BGMO agree to amend the closing dates?
The change in dates is now significant which gives me, a small shareholder, the sense that the cash was clearly not available at the time of the deal. VSTA needs the money badly. If BGMO had the cash, why would they not want to enhance the BGMO reputation by closing the deal and realize the financial gain on the VSTA stock? So why would BGMO risk its reputation in such a manner?
I am at a loss to understand how BGMO can in good faith make an offer to fund VSTA in the spring of 2013 with restricted funds only becoming available for investment in 2014?
Given the fact that the firm of L L Bradford stated that the company had basically no cash going into 2012 and that no new unrestricted cash has been generated during the reporting period then the agreement with VSTA could not logically close on the dates in the announcement.
I am not a lawyer and do not understand the difference between the concepts of misrepresentation, deception, commercial fraud or criminal fraud. I would appreciate definitions on these concepts. I would further raise the professional and non-accusatory question if knowing making an agreement with VSTA and publicly announcing while there is no reasonable means to close on the dates reports could fit any of the above definitions. If any of these fit, does it place BGMO at any legal risk and by extension the value of our shareholdings?