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Bergamo has an unparalleled record...
in the area of raising capital from high yield investment programs and re-investing the profits in various green energy, high tech and bio tech businesses.
With a solid track record spanning four years, BGMO has announced that it has raised funds from London Wall, Esoft, US Capital and more. It was only a few years ago when BGMO released its financials to OTC markets reporting a Billion Dollars in income from such innovative and ultra secret high yield programs.
Bergamo has announced a string of successful acquisitions to better all of mankind through generating power from clean coal, extracting water with solar pumps and harvesting CFC's from the proper handling of old refrigerators.
As hands-on managers, Bergamo has created special purpose financial management entities with a global reach in key money centres located in the UK, the UAE, India and Singapore to collect and disburse these funds. Since the start of the high yield strategy in 2009, Bergamo has announced several billions in administered funds.
In order to achieve recurring performance, BGMO's magic recipe calls for a 60% ownership of each acquired entity. As Warren Buffet has said, buy value companies with lots of cash generation.
Keep those billions coming, Bergamo.
Truth of BGMO visit to ground breaking revealed
Further to my posting of the 3rd which was correctly removed by the I-Hub administrators due to some of the language used, I have recomposed the posting. I have also obtained added valuable insights and information from independent and local sources.
In early December, BGMO announced that Hillard Herzog would be attending the ground breaking event for their newly acquired, 60% owned, GreenSafe Demanufacturing Inc subsidiary.
Herzog arrived on the scheduled mid-afternoon Air Canada flight from Montreal. He was met at the Bathurst Regional Airport by Swire, Kennedy and one other officer of GreenSafe. Also, on the same flight was Hal Wolfe, which according to the GS website, was hired to find capital for GS. There were no other Americans at the event.
The passengers were taken directly to the Hotel Paulin where the Town of Caraquet hosted a banquet in HH's honour. Swire told me that he can provide a copy of a photo which shows the Mayor presenting HH with a painting from a local artist. It is clear from the lighting behind the dining room drapes that the event was in the evening.
Marcel through my friend Roger spoke with some of the local town officials who were involved in arranging the event. It was clear that the Town of Caraquet had rented a van from a firm in Tracadie. The van was used to move the ground breaking team to and from the airport and the "Parc Industriel" site.
According to Swire, he further confirmed with the former Mayor Landry of Caraquet that the Town does not have a limo service. There is a Landry Limo service in Moncton but not in Caraquet as the population does not support even basic bus service. Swire recalls that GS had reimbursed the Town for the cost of the van in 2010.
As for the big cheque, it was produced locally and it believed to be in the possession of Kennedy. When HH signed the cheque, it was immediately uploaded to both the BGMO and GS websites. I even saved a copy of the picture which clearly shows the BGMO bank encoding from the Citibank. Last week, Swire advised that the bill for the large printed cheque was fully paid in early 2010. Strangely enough, BGMO realized about a day later that the cheque posted on the net had the bank codes on it. The cheque was temporarily taken down from the BGMO site to they could photo shop out the numbers and replace it with a series of nines.
On the evening following the ground breaking event, GS hosted a dinner for the Mayor and selected elected officials and their staff. HH paid for the dinner for nearly as Swire recalls nearly 25 people.
Subsequent to the event, GS paid the hotel's account. Swire said last week that all of those invoices and cancelled cheques are in the GS offices in Fredericton.
Marcel told Roger that they still hope that the plant will be built.
Bergamo Acquisition Corp disclosed
through the financial statements prepared (at the compilation but not reviewed or audit level) by L L Bradford and Company clearly stated that they started 2012 with negative retained earnings.
This is obviously a surprise to all shareholders given the support that management placed behind the previously issued financial statements which showed abundant ample profits.
This raises some serious questions as to the existence of good accounting and management systems at BGMO. Further, there are some ethical issues regarding saying one thing (generous and sustainable profits) and the compiled statements effective stating that what you were given before was not correct.
The financial statements would clearly imply that the company had no cash going into 2012.
In the press release announcing the high yield investment program (not the first such undertaking by BGMO), the profits would be shared but BGMO's share would be locked up for a year. Assuming that it is real, it is better to say that we have a restricted investment rather than cash as the latter implies that their is something to spend.
As a smaller investor, courtesy of the higher purchase price I paid, I am appalled at our leaders going out and making deals and publicly releasing the details and knowing full well that they did not have the cash to close under the terms of the deal.
They had no cash and will not for some time yet according to the National Wealth announcement.
When I bought my Bergamo shares
it was on the news of an advanced recycling plant going into eastern Canada. Being up in years, I have become more aware of how we have treated Mother Earth and we should start doing something to correct the damage. The new GreenSafe plant is 60% owned by Bergamo at least according to the various websites and press releases.
I started to keep track of the stories on the internet and the print media. I even printed off pages as they happened from the BGMO and GreenSafe websites as well. I wanted this for a success section in a scrap book that I was planning to do some day.
Bergamo shareholders should remember that they announced in November 2009 about their ample and assured financing to make the investment into GreenSafe. From what I can see (and read between the lines), the BGMO investment was $ 120 million. It consisted of $ 50 million as equity and $ 70 million as debt. There is reference to the idea of building 3 plants which this amount of money is in the right ballpark to do that.
There was a story out on the GS website which mentions a rescheduling of the investment to match the cash flows from a high yield investment program. The payments from BGMO to GreenSafe got moved out with differing amounts as far out as May or June 2010.
In hindsight, the question that should have been raised at the time is "if you had the assured money why not just pay it out and get the business started"? It had the right projected profit levels and was virtually a turnkey operation. The official statement by the parties (likely written by BGMO) was to match the timing of the new, earned cash flows rather than using existing capital.
GS did report to me that he was shown documents no different in complexity than what is now on the OTC markets.
So, were the documents shown to GreenSafe real or fake?
If they were the former, then, why did BGMO just not deliver the cash that they represented they had? If they are the latter, what makes the letters reported to the OTC any different?
Did BGMO have the money as promised in 2009? It would seem that they did not.
So then, what is the difference between matching the investment into GS to the earned income from a high yield investment program in early 2010 any different from the $ 88 million already earned but can't be touched for a year?
If you think that there is no real difference in the stories then what makes us so sure that BGMO will have cash this time as opposed to 2009 or 2010?
The one question of law or ethics needs to raised.
Is it smart to make for BGMO to make an offer to VSTA to fund the latter and make a press release about it knowing full well when the announcement was made the BGMO did not have any unrestricted cash to close the deal?
The L L Bradford prepared financial statements and BGMO's own press releases are clear that BGMO did not have the liquid cash to close on the dates mentioned.
If we assume that the National Wealth profits are real, the cash earned from the trades was not available to BGMO for one year which places this months after the last tranche payment mentioned in the original VSTA press release.
This is the likely reason that the deal was amended so that the dates would align otherwise BGMO could be held accountable for misrepresentation or potentially fraud. In other words, BGMO got caught in their inconsistencies.
The LL Bradford prepared financial statements were to the compilation level only which does not require any inquiry by the accounting firm of either BGMO or the firms providing the documents as to their authenticity.
In the January 2013 letter from L L Bradford, all they did is to state that they received documents from BGMO and listed the title of the documents that they received. Nowhere in the letter did the accountant say that inquiries were made of the issuer of the letters as to their legitimacy.
Something does not quite add up...
According to the compiled financial statements, L L Bradford assumed that there were negative retained earnings at the start of the reporting period. This would suggest that there was no cash or very close to no cash in the bank.
The press release suggested that BGMO earned $ 88 million in the first month but it must remain on account for a year.
If there was no cash on hand and the remain cash or cash equivalent was out of reach then how could Bergamo make an offer, in good faith, to fund VSTA knowing that it would not have any cash until one year after the high yield profits are released?
The only reasonable way according to my neighbour would be if BGMO could convince a domestic bank to lend money based on the funds held in reserve in Europe. My experience with domestic banks is that they generally will not trust anything oversees unless it is a major institution. Even then, it must be liquid and assured in some fashion to pass the credit department tests. Since the funds are locked in, they would not qualify as security for a bridge loan to fund VSTA.
Based on the BGMO financial statements and the two PR's (the VSTA investment and the high yield program), it makes sense for BGMO to defer the VSTA investment as there would be no reasonable way for BGMO to fund them. The other way to look at this is that someone noticed the timing problems and let BGMO know of this so the dates were changed.
As Shareholders of Bergamo Acquisition Corp, we commend the efforts of L L Bradford to provide compiled financial statements.
Having notes is a real bonus.
Regarding the supplemental information posted on OTC Markets, the accounting firm of L L Bradford acknowledged the receipt of the documents and read them. They went as far as to report to BGMO shareholders the various documents presented to them.
However, the wording of the letter is clear that they did not authenticate the documents by using third party verification as this is outside of the scope of a compilation.
In order to ensure that my posting would be read by all, I elected to not publish other comments from the accountants.
I would agree that Bergamo Acquisition Corp is a global holding having interests in at least four offshore financial intermediary entities and several non-financial companies.
The accounting firm of L L Bradford & Company prepared statements for a number of OTCBB companies.
The financial statements prepared by L L Bradford were very clear that they performed a compilation as opposed to a review or audit.
According to AICPA website, the governing body for accountants, they define a compilation as follows:
Compilation
• Compiled financial statements represent the most basic level of
service CPAs provide with respect to financial statements.
• In a compilation engagement, the accountant assists management in presenting financial information in the form of financial statements without undertaking to obtain or provide
any assurance that there are no material modifications that should be made to the financial statements[/I].
• In a compilation, the CPA must comply with Statements on Standards for Accounting and Review Services (SSARSs), which require the accountant to have an understanding of the
industry in which the client operates, obtain knowledge about the client, and read the financial statements and consider whether such financial statements appear appropriate in form and free from obvious material errors.
• A compilation does not contemplate performing inquiry, analytical procedures, or other procedures ordinarily performed in a review; or obtaining an understanding of the entity’s internal control; assessing fraud risk; or testing of accounting records; or other procedures ordinarily performed in an audit.
• The CPA issues a report stating the compilation was performed
in accordance with Statements on Standards for Accounting and Review Services; and that the accountant has not audited or reviewed the financial statements and accordingly does not
express an opinion or provide any assurance about whether the financial statements are in accordance with the applicable financial reporting framework.[/I]
Rest assured with the knowledge that your investment is secure given the receipt of third party printed financial statements.
For nearly five years, Bergamo has been a financial services power house by arranging offshore funds and investing them into growth industries such as advanced recycling (GreenSafe) and BB Solar (for electrical power and water pumps).
We expect continued stellar performance in arranging additional sources of low cost capital for quick deployment in alternative energy such as clean coal and in financial services such as a broker dealer.
Bergamo Acquisition Corp employs a 60:40 ownership model which gives BGMO the benefits of consolidation while providing capital to a motivated management team in the acquired entities.
In reviewing the L L Bradford and Company financial statements with the attached notes they do not:
Name the subsidiaries
Name the jurisdiction of where the subsidiaries are domiciled
State the percentage ownership level if not 100%
There is also an inconsistency in the reporting as the auditors statement says a year end of December 31st. When was the year end changed and when were the shareholders advised of the change from January 31st?
There is also a material disclosure issue on the part of BGMO reporting nearly $ 50 million in after tax profits prior to the previous fiscal year and the opening statement for the 2012 period to shows a retained earnings deficit of $ 2 million.
Where did $ 52 million in shareholders equity disappear?
By constantly changing the reporting periods on OTC markets and not providing either an MD & A and comparative numbers for the immediate prior period, shareholders are faced with the fundamental issue of accepting the fact of BGMO misreporting to OTC markets of prior period profits or an undisclosed write-down of assets and retained earnings immediately prior to the new accountant being retained.
The Accountants Have Spoken!
As promised, my son (an accountant) and my neighbour (a seasoned CPA) got back to me with some observations regarding the Bergamo financial statements posted on OTC markets. I sort of get this stuff and others are beyond me. Rather than trying to reword things, I have copied what they told me almost word for word. I even had my son check what I wrote down to be sure.
So, here goes.
Reporting Style:
• There are three different reporting styles used by BGMO over the past 6 years.
• In the garments period, the financials appear to be generated using a recognized accounting software package. The detail is very generous and descriptive. The numerical data is precise.
• There are no accompanying notes.
• There is no evidence that the financials are audited, reviewed or compiled by a CPA but there may be a likelihood that the documents were prepared by a third party trained bookkeeper.
• In the early financial services business period, the financial appear to be generated using a spreadsheet and not a recognized software package. Detail is skimpy and vague.
• There is no evidence that the financial are audited, reviewed or compiled by a CPA and without further inquiry the financials were likely prepared internally by a person or persons who are not trained bookkeepers.
• There are no accompanying notes.
• In the late financial services business period, the financial statements were prepared by a CPA but only done to the compilation standard. Under this standard, a CPA does not attest to the validity of the numbers.
• The financial details are more generous than in the early financial business period.
• There are ample notes to the financial statements.
Reporting Integrity Issues:
• Bergamo had adopted a January 31st year end.
• Only in one year (January 2008) did Bergamo submit financial data for an entire fiscal year.
• Every other document given to OTC markets has been a part period.
• In fact, the recent CPA prepared financials used a January 1st, 2012 start point which is part of the preceding fiscal year! My comment – Oops!
• In none of the reporting did Bergamo ever issue comparative statements (the current period to the previous period) which are universally done by licensed practitioners.
• The income statement results issued for the periods ended January 2008, September 2008 and January 2009 are identical yet the balance sheets show material differences.
• The aforementioned statements are clearly marked that they are “subject to audit to be inconformity to Finra Regulations”.
• A review of the FINRA website states that they are the regulator of the investment dealers and their brokers but not the issuer.
• We are at a loss to explain why the statement was added as it is not relevant nor does it attest to the accuracy of the management prepared documents.
• In the September 2009, the statements are clearly marked that they at “subject to SEC audit regulations”.
• The statements for the periods ended June 2010, December 2010 and June 2011, the financial statements are clearly marked that they are “subject to SEC audit” – a minor change from the previous wording.
• Under SEC rules governing disclosure, Section 5100 is the most relevant as it governs smaller issuers that are reporting issuers.
• Since BGMO is gave up it reporting issuer status, the SEC does not govern BGMO except for section 5130.
• Section 5130 addresses the issue of former reporting issuers that meet a specific revenue threshold.
• Based on the data reported to OTC markets at September 2009 and December 2010, the reported gross revenue exceed $ 50 million which would require that BGMO report to the SEC
• We are at a loss to explain why BGMO has not filed its statements that far back.
• With the CPA prepared compilation statements to September 17, 2012, the firm of L L Bradford and Company made an error with the inclusion of January 2012 in its numbers.
• The disclosure statement of December 7, 2012 mentioned that the document has not been filed or reviewed by FINRA or any other regulatory agency.
• It is interesting that the FINRA agency name reappears after using the SEC audit tag for a few years.
• Since BGMO is neither an investment dealer nor a broker, BGMO does not need to file its statements with FINRA.
• The only exception to the above is if BGMO is deemed to be the owner or controlling mind of an investment dealer.
• If so, there is no clear disclosure of the business owned other than they are marketable securities.
• There are no financial statements for the year ended January 31, 2012.
• It would be reasonable that the financial statements for the year ended January 31, 2013 be issued by now.
Other Comments:
• There are material inconsistencies in the reporting style and content through the periods on question
• None of the financial statements (with the exception of one) use the fiscal year in its reporting.
• None of the financial statements has accompanying MD & A reporting
• None of the financial statements has comparative data to a prior period
• None of the financial statements have been signed by the directors of BGMO
• Within the body of the recent CPA statement, there is reference to subsidiaries but in no case are the names disclosed.
The number crunchers (I shouldn't call them that but I could not resist) ended their note by saying that the impact of previously announced funding agreements and company acquisitions appears not to be included in the reported financial statements.
With the exception of one statement not issued by the company, does there appear to be a repudiation of a transaction. There are no press releases by BGMO regarding any aborted or cancelled funding or company acquisitions. In many of the acquisitions, BGMO was becoming the majority owner which would give rise to the disclosure of minority interests in the financial statements. In no case does BGMO report minority interests.
There were a few other comments which I chose not to print.
I did not want my post to be removed.
I had asked what should I do with my holdings in BGMO, the response was not helpful.
"Due to the inconsistency in the reporting style and content along with the use of random financial periods, the BGMO supplied documents to OTC should not be relied upon. When you consider the abundance of BGMO press releases announcing funding agreements and company acquisitions without the reporting by the Company of them not closing, they have either closed which gives rise to the failure to report their financials within the BGMO consolidated financial documents or they have not closed for which the Company would have repeatedly misreported and misrepresented material events".
We can only hope for a miracle.
The sad reality is
that my post was a summarized account of nearly five years of BGMO press releases none of which has been publicly recanted by press releases or in their financials.
Unless they clarify their position then the original press release must most surely be factual and truthful as no one would want to be proven less than honorable.
Bergamo has been consistent in the delivery of new funding and projects.
Bergamo has been involved in the financing services business since early 2009 raising money from various European and Asian sources and investing them into energy and other green projects. In most cases, BGMO has allied itself with management by taking a 60% stake in these firms.
Bergamo has a stellar record in announcing the acquisition of GreenSafe and BB Solar. They have also invested heavily in Bergamo Energy (a Florida company) with pending solar and water plants in Pakistan. They have a Indian strategic partnership through Bergamo Harbisons.
Regular funding has been timely press released coming from firms in Europe, the Middle East, India, Singapore and Japan.
In order to facilitate the transactions, BGMO was pleased to announce the creation of several intermediaries include Bergamo Investments (UK) and Bergamo Acquisitions (FTZ of the UAE).
The recent announcement of new funding and a new special purpose intermediary entity is part of a four year success story at Bergamo Acquisitions!
OTC Markets Yields A Treasure Trove Of Data
I went onto the OTC markets to take a look at the BGMO financial statements. I printed them off and gave them to one of my sons (an accountant) and to one of my new neighbours (a CPA) for a review. I expect to get some comments and questions back later tonight or tomorrow. When I do, I will pass them along.
When I invested $ 9k back in 2009, there was some promise of increasing sales and profits from being in the Cleantech – Greentech sector. When I put together the numbers, I am not so sure if the investment makes sense anymore.
The BGMO supplied financials for nine unique time periods from December 2007 through to September 2013 to OTC can be summarized as follows:
Balance Sheet:
Cash and Cash Equivalent:
• There was no real cash and cash equivalent balance prior to January 2009.
• In the later part of 2009 through to December 2010, the cash balances rose to about $ 3 million
• In June 2011, BGMO reported $ 439 million in cash and cash equivalents
• By September 2012, the cash and equivalent balance fell to $ 179 million
Accounts Receivable:
• Accounts receivable from the garment business ran about $ 1 million in each period prior to September 2009
• In September 2009, BGMO reported to the OTC receivables of $ 1000 million
• By June 2010, the receivables fell by 90% to $ 100 million
• Currently, the receivables are reported as being of no concern
Others (inventory and restricted deposits):
• The garment inventory slowly rose from $ 4 million to $ 7 million from late 2007 into 2009 when it was liquidated
• In December 2010, BGMO reported a block deposit of $ 80 million which was reduced to $ 34 million six months later
Payables:
• The accounts payable seem to have shifted from trade payables (in the garment business) to expenses payable to the BGMO management in the financial game
• The amounts payable to HH and SP have been rising and ballooned to $ 80 million in September 2012
• There are two periods with some odd looking payables (cost of sales) in September 2009 and June 2011 but in no other periods
Shareholders’ Equity:
• As for the capital stock, it basically started off as small single digit value through to September 2009
• At that time, the capital stock fell back to $ 1 million but the excess over par blossomed to $ 89 million in 2010 and peaked at $ 239 million in June 2011
• At September 2012, the excess over par became nil
• The retained earnings were slightly positive through to September 2009 when they became nil through June 2011
• In the September 2012 report, the retained earnings became 86 million!
Income Statement:
• Prior to the change in business, the annual sales were $ 14 million and generated a profit just shy of $ 1 million per year
• On the September 2009 statements, BGMO reported to OTC, revenues of $ 1040 million yet a profit of only $ 21 million.
• The next P + L that I could find was in December 2010 where BGMO generated $ 800 million in revenue and a profit of $ 24 million
• In the September 2012 statement, the company reported $ 284 million in sales and a profit of $ 88 million.
• For some reason, I could not locate P + L statements on OTC for June 2010 and June 2011.
Per Share Values:
• The number of outstanding shares reported on the financial statements rose from 29 million at December 2007 to 49 million at January 2009 to 107 million at June 2011.
• At September 2012, BGMO reported over 134 million shares outstanding
• The EPS was nil to just a penny or two from December 2007 through January 2009
• In Sept 2009, December 2010 and Sept 2012, BGMO reported EPS of 34, 23 and 53 cents per share on the financials delivered to OTC
• While not calculated by BGMO, I did calculate the book value per share
• In 2007, the book value was a nickel and through 2009 was slightly north of a dime
• In 2010, the book value rose to pennies over a buck
• The book value per share hit $ 1.78 at June 2011
• At September 2012, the book value collapsed to 44 cents per share
I am not passing any judgment on these company reported financials (not yet at least).
I am waiting for the experts to get back to me on what they see.
From the various BGMO press releases from 2009 and 2010, there was a good relationship between BGMO and GreenSafe.
There is evidence from a third party, the Canadian Solar firm that in 2011 or even 2012 that GreenSafe was owned by BGMO.
There does not appear to be any evidence of the relationship be soured? Neither BGMO or GreenSafe have stated anything publicly regarding a breakup of a relationship. Neither BGMO or GreenSafe have stated anything publicly that the relationship still continues.
The reported financial statements from L L Bradford do not give any indication that BGMO currently or in the immediate prior comparative period owned or divested of any interest in GreenSafe, BB Solar, Bergamo Solar, Bergamo Investments (UK) or its UAE interests.
What publicly available evidence can you share that shows that any previous relationship between BGMO and its target companies and between BGMO and its funders have closed or terminated?
If we believe that the money is real, there is the issue that it is tied up for a few months yet until the one year hold is lifted.
So, how can BGMO negotiate in good faith that it could invest in VSTA in the 2nd quarter of 2013 without any cash? If they had the cash, then, why did they have to amend the agreement.
The only sense that one can make of this is that BGMO could not borrow against the funds due from the third party entity.
Has anyone spent any time going over the PR’s and the like from our fearless leader?
Has anyone spent any time going over the various blog entries?
I must have nothing better to do but I did it anyway. I actually did create a little list to see what items are common and what differ. I have even added a few thoughts.
See if you can add to this:
1. For at least four or maybe five years, Bergamo has described itself as a capital arranger and provider in the mid-market with international reach.
2. BGMO has repeatedly said that they prefer to invest in clean energy, water and other socially progressive businesses.
3. Even though the recently updated website and IR push tried to create a new image, it appears to be a repeat of what was previously provided to investors.
4. In every BGMO press release where some announcement was made regarding an acquisition, it was very clear that BGMO did not have at the time any money to invest in the proposed targets.
5. Within weeks prior to or after the announcement of an acquisition, BGMO issued a press release saying that a new third party entity would be providing BGMO the money to invest in the proposed targets.
6. It appears in each case, the third parties were not investing or loaning existing capital to BGMO but had to earn it or find it.
7. The third parties preferred method of earning money to push through BGMO to the target companies was through some form of high yield investment product although loans from a SBLC have been mentioned more than once.
8. All of the third parties were recently formed entities in the UK, the UAE, India and Singapore.
9. There is very little corporate history on these entities.
10. Some of the blog entries suggest that the source of the funds was not from these four countries but from other countries such as Japan, Pakistan and Switzerland.
11. Any time that the funding source did not deliver, BGMO has never issued a statement saying that the funding source had not closed and why it had not closed.
12. The only possible negative statement regarding funding came on the Big Biz show by Herzog and not through a formal PR was the issue of the Patriot Act on the money coming through the UAE entity in 2010.
13. Has anyone noticed that the amounts of capital being arranged for BGMO’s benefit are consistently getting larger?
14. As for the target companies, there was never a press release from BGMO saying the deals have closed or were abandoned.
15. The story on the coal project has gone silent.
16. The Solar project through a Canadian partner was fumbled through BGMO’s failure to provide capital. This project was announced dead by the Canadian partner but no comment was made by our fearless leader.
17. There was some comments regarding Bergamo Solar out of Florida but it is not clear if it was tied to the Canadian partner.
18. The GreenSafe investment is more confusing. It was never announced by either party that the deal was dead and we know it was connected to BGMO in early 2011. Even the Canadian Solar company was told that BGMO owned GreenSafe late in 2011 or perhaps into 2012.
19. As BGMO shareholders, the financial statements as prepared by L L Bradford do not tell us what businesses we control.
20. In every case, the PR’s suggest that BGMO would own 60% of the target company.
21. Bergamo ceased to be registered with the SEC about a decade ago due to the costs of an audit, the cost of annual filings, the holding of annual meetings and the reporting of material events.
22. Until earlier this year, BGMO ceased issuing financial statements with the rubber stamp saying subject to SEC Audit.
23. When I looked at the SEC website, they do not audit financials the way that a CPA does. They look at if the documents were filed on time and that they met the disclosure standards.
24. Since BGMO was not subject to SEC rules then why the rubber stamp note on the financials?
25. The new statements seem to be contested as to whether or not they are audited.
26. Many blog posters have looked at the statements and the notes and they are of the opinion that they were compiled which is not the same as an audit.
27. I had a licensed accountant look at them as well and they came to the same conclusion.
28. I was told that a CPA did contact L L Bradford a number of times to obtain some information on the related company transactions and Bradford never responded.
29. In going over some of the older statements, I found that the numbers at the end of one year adjusted for the operations in the following year never came to the new year end numbers.
30. If BGMO had the cash as they reported, the cost of an audit would have cleared up any confusion and sent the stock soaring instead it has fallen.
What I get from this list is not a warm fuzzy feeling but rather a nagging sense that I will chalk up another loss. I will hold onto my shares and hope that BGMO can pull it off or some new management comes in and makes a go of it.
I thought I would try and follow up with my call with GreenSafe’s founder and former President and Chairman. Heck, what did I have to lose on this overcast July 4th holiday? Whoever answered the call put me through to Mr. Swire’s office immediately.
I asked Mr. Swire what he could tell me about the deal between BGMO and GreenSafe. He said that he could answer only those parts that were part of the public domain.
Swire said that from data posted on the GreenSafe website, the firm hired Hal Wolfe at Blue Light Capital to raise funds for GreenSafe. After meeting with a number of potential partners, Mr. Wolfe presented the Bergamo deal to Swire. Swire said the BGMO was promoting itself as an investor or co-investor in green energy and water projects. It was only in the early fall of 2009 that BGMO advised GreenSafe that the funding for GreenSafe would be flowing through BGMO from various trading platforms.
The reported firm funding agreement (not a best efforts funding) was for an investment of $ 120 million ($ 50 million as equity and $ 70 million as sub debt). In exchange, BGMO would own 60% of GreenSafe. After a number of callers to the GreenSafe offices some of which were media types, BGMO issued a statement that they were in discussions with GS. The deal was finally sealed in early December 2009. Amongst other things, it called for the full $ 50 million cash payment for the equity by the end of December.
Swire recalled that after the December 9th ground breaking, Herzog made two statements.
First, he asked that we do not cash the BIG cheque until the end of the month. This was to match the timing of the closing. I had asked why not defer the ground breaking until the cash was in the bank, Swire reported that BGMO represented that the cheque would be good for endorsement at year end. Further, given Herzog’s travel commitments and the availability of certain Ministers to be in attendance, this was the best timing.
Under Canadian law, that BIG poster sized cheque was legal as it had all of the right coding on it. Swire said that he believes that Kennedy still has the BIG cheque in his possession.
The second dealt with one modest part of the agreement which BGMO was going to ignore. He would not go into greater detail.
I asked Swire if Herzog had produced proof of the funds. Mr. Swire responded that Herzog had several folios of documents with funding details and timelines. He did not allow Swire to make copies of them.
In early January 2010, BGMO asked to amend the deal. Swire explained that since BGMO was planning to generate its investment capital from the trading platform which involved leveraged positions in currencies, government bonds and index futures that they wanted to stretch the payouts through to the spring. Herzog advised Swire that Bergamo had also made commitments for other acquisitions which were to happen at the same time.
I don’t really know what Swire is talking about here but is sounds complicated and risky.
After talking to his management team, Swire reported that he got back to Herzog saying that “as long as it met the timing for the progress payments on the building and equipment, we were fine with the deferral”.
By March, Swire recalled, that BGMO wanted the deal done through a new BGMO subsidiary based in the UAE. There was also a related BGMO subsidiary created in the UK at the same time to act as a conduit for third party funds. I do recall seeing the UAE item on the GS website.
In the spring of 2010, BGMO still had not delivered the required funds even under the amending agreement. GreenSafe went out and secured low cost financing from a well-known German bank but it was conditional on BGMO coming through with some capital or GreenSafe finding another equity partner.
I asked Swire what happened in the late fall of 2010. Swire stated that since the deal with BGMO was not closed and was not renounced by either party, one of the GS directors went to Herzog to see if he was in a position to craft a new deal and fund it promptly. Herzog replied that he could.
A new deal was struck which saw BGMO still keeping the 60% ownership of GreenSafe. What happened between the December 2010 GS-BGMO deal and what was concluded in January 2011, Swire refused to discuss. Other than saying that it was clear that BGMO was taking over GreenSafe there was another tidbit. Swire did say that any party with a vested interest could under various pieces of legislation obtain copies of the buyout agreement with the supporting corporate and personal covenants, guarantees and related representations. I asked Swire if Bergamo funded his buyout or was party to the agreement. He declined to answer directly. He said that the remaining GS directors did not have the personal resources for the cash buyout.
He added that he was happy to be out of GreenSafe. I wonder if this implies that he was happy to be at a greater distance away from BGMO.
I asked Swire if he knows what is going on with GreenSafe now. He replied by saying that he is out of GreenSafe and after sending the files to the new NB head office, he has had no real contact with them. Swire had heard on the local TV station that they were trying to build a plant in Fort Erie, just across the river from me but does not know how that is progressing. He does not know if they have moved to different locations. Swire did say that “he was the lucky one. The former staff at GreenSafe was terminated without notice nor the payment of the salaries rightfully due them”.
I went on to ask Mr. Swire what he knew about the Bergamo solar project. He said that he did have some correspondence with the head of that firm after it soured. Swire did have some sympathy for that firm’s founder.
I asked him if he knew anything of Vistagen. Swire said “nothing at all”. After telling him of the share purchase agreement and the amendments, I asked him what he thought. “Without knowing the people involved, I would say from the publicly reported experience of the repeated amendments and deferrals with GreenSafe, that they should use their best judgment”. Swire also suggested that there may also be parallels with the Solar story. “The one thing that professionals involved in the behavioural sciences are in full agreement with is that past patterns are a good indicator of future actions”.
I squeezed in one final GreenSafe question. Assuming that BGMO does have the money this time, what do you think BGMO should do with GreenSafe. “I have not heard anything that officially cancelled the 2011 deal between them”. “Given its likely profitability or even greatly discounting its likely cashflows”, Swire said “that BGMO would be best advised to build one plant and discharge all of the previous obligations of GreenSafe so that there are no ghosts in the closet”. Swire did say that he learned that one US demanufacturer is now using equipment that was originally scoped for the Caraquet plant.
As for a final question, I asked Swire what he is doing now. He replied by saying that since there weren’t any non-compete agreements, Swire has furthered his recycling interests.
I don't have any reason why they would say something which is so different from what happened. The provable public information does not support their story.
You are right Investman432 that it is old news. Why bring it up now is such an off colour way. My daughter in law says that it is a way to deflect your thinking fro what is actually happening.
The GreenSafe story only has meaning now is the pattern of past events. BGMO promoted itself on the backs of GS and when that did not pan out, he did the same with the solar firm.
I bet you a coffee that the same thing will happen with Vistagen.
Rather than trying to find a guy who knows a guy who heard about the event, I thought I would try calling or emailing the people who were there. Many of the names previously reported now have unlisted numbers or they have moved away. For those that I did get in touch with, virtually all just don’t want to talk about Bergamo or the Caraquet ground breaking.
I did speak with Mr. Swire briefly about 5 PM yesterday. I told him what was reported on the I-Hub website. He said that he does not regularly look at the blogs unless someone lets him know. Swire said he and his team is very busy.
He did provide some new insights to the Caraquet event. He chuckled with the limo pickup. Swire said the Town of Caraquet (not GreenSafe) rented a van (not a limo) from a firm in Tracadie. One of the former GreenSafe officers drove the van to the Bathurst airport late on the afternoon of 8 December and picked up Hillard Herzog and Hal Wolfe. Mr. Kennedy and Swire were also in the van.
They went directly to the Hotel Paulin. Mr. Swire said that the old Victorian Inn is a real gem. The Town hosted an elaborate dinner in HH’s honour. Mr. Swire offered to forward a copy of a photo of Mayor Landry presenting HH with a painting. Swire commented that you can also see through the windows that it was an evening event.
Mr. Swire told me that the ground breaking went well with the local media. The big cheque was prepared locally and all of the bank encoding on it was from a real BGMO cheque faxed by Herzog to the then GreenSafe offices. Swire remarked that the BGMO even had the cheque up on its website for a day when they realized it had the encoding on it. It was taken down and photo-shopped with only 9’s printed. I asked if that bill was paid and Swire said yes over 3 years ago. Swire recalled GreenSafe reimbursing the Town for the rental van in 2010 as well. The bill for the rooms was paid shortly after his return to Ontario. He said that all of those invoices and cancelled cheques are currently with Kennedy. Swire offered to provide me with Kennedy’s contacts.
Mr. Swire did say that Herzog unexpectedly paid for the dinner on the 9th with the town leaders and the GreenSafe team in attendance.
I wanted to learn more of the Caraquet event but Swire got called away to another call.
I did hear from Roger this morning.
His friend Marcel did do some sleuthing up North. The old GreenSafe ceremony gets more intriguing.
We know that the Landry Limo service is based in Moncton and not in Caraquet. Marcel told Roger that he spoke with the former town manager who was involved with the event. He recalled the morning event in the Parc Industriel. He assured me that there was never a limo up there.
The town manager said that the town paid for a great dinner at the Hotel Paulin the night before the ceremony and an old guy from the US was the guest of honour at the dinner. That would be Bergamo's chief, HH.
In small towns, everyone knows everyone's business and they have long memories.
Hi y'all
I am back from a stupid car accident which put me out of commission for nearly a year and a half. At my age, things don't heal as fast as they once did.
Yes, I am a BGMO shareholder. I have almost $ 9k invested in this company and the PPS still seems to drop. My wife is not overly happy with this holding.
I have been doing some digging on the BGMO story and will share my findings soon.
There are a number of questions that could spark the interest of officials into the affairs of US Capital Funding.
USCF call themselves a financial institution yet no where are there registered as a bank, a trust company, a deposit taking institution or a brokerage firm. Regulators get nervous when people or firms say or imply that they are something bigger than what they are especially if they take money from the public as deposits or investment schemes.
Using multiple companies and jurisdictions is a common ploy to cheat unsuspecting investors. By Bergamo reporting a Georgia based company providing the SBLC, it raises a common sense understanding that the company is regulated by that state. Unfortunately using a rating for a company of the same name but in a different jurisdiction and not disclosing it does not raise the comfort level for an informed investor.
Further they state or imply that they have great wealth yet it defines common sense at it is larger than the world's largest bank (French) or the largest US bank. If called upon to prove it, could they. Nearly 100 times the personal wealth of Bill Gates?
The people on this board have significant differences of opinion as to the credibility of the USCF website and these people are more likely to have access to some due diligence level of information more readily than an everyday investor. If people rely on the word of BGMO on its face value including what they said in its latest press release as being truthful and valid and the USCF is story is proven materially different than reported by Mr. Herzog, does an investor have cause to claim damages.
Bergamo can claim safe harbour to a point after which I suspect the SEC or other body may say this is misleading and an abuse of the intent of the regulations. There is a difference between misadventure versus misleading. The historical record for BGMO shows a number of events not coming to fruition. A couple hiccups may be okay but nearly everything but the Indian solar developments (which I personally like) would point more to misleading than misadventure. I am not saying that it is misleading by design but rather a potential view by a third party regulator. A success on the Indian projects would quickly redeem the perception of the company in the eyes of the public and perhaps more so with the SEC (if they are looking into BGMO at all).
Unfortunately, the company for which the credit rating was provided for predates the incorporation of the company in Georgia where the facility is reputedly now being given.
From what I heard from S & P, the company that the rating was provided was formed offshore and not the Georgia firm.
Using the same name but in different juridictions does not necessarily mean that it is the same organization. If I create a company called Bergamo Acquisition Corp in say Gibraltar, can the Gibraltar company use in its web site and press releases that it is "the" Bergamo of Indian solar energy fame? Legally no. Too many investors have been scammed when familiar names are used to convey financial strength when no relation to the real company exists.
There is one clear reality with BGMO stock.
Virtually everytime that Bergamo makes a statement regarding a new financing or a new deal and the parameters change so the financing or deal is dead or is done a different way, there is to my recollection never a statement issued regarding the death of the old deal, its change or the rationale behind it.
I do not recall any retraction on the Suntrough story nor Greensave for that matter. Likewise on releases about London Wall, the UAE funding, Pakistan coal, Lebanon and a few other African countries.
If Suntrough was acquired, the statements would have included either a share in the earnings or fully consolidated with minority interests. I had a friend explain this to me. None of this was reported in the December financial news.
Simple contract law says that something must change hands for a deal to be completed. Bergamo gives Suntrough cash and Suntrough gives Bergamo share certificates. In no cash comes into Bergamo, how do they give it to Suntrough to take in an equity position?
DD answered this question for me some time ago. Suntrough is not, as of yet, a subsidiary of Bergamo. Will it be, time will only tell.
There is however some kind of co-operation between the two firms. It could be a sales agency, a joint venture or even an equity earn-in. Personally, I like the latter.
In the absence of hard, third party evidence, all you need to do is look at the actions or rather the non-actions that suggest no money came in last summer.
For example, there was a deal with Greensave from 2009 which was extended into early 2010. If the deal was still alive and we had the money, don't you think we would see a Greensave plant being built?
If we had the cash, don't you think we would have already made an big investment in Suntrough as part of our brillant Indian solar plans?
If we had the money, wouldn't you think that we would have not needed the loan against share program? Looking it from a different view, we could have paid off the three creditors before they became lawsuits.
If we had the money last year, don't you think the high yield investment program would have produced results in the fall of 2010? From what I read in an earlier BGMO press release, the program had not yet started.
If the money came in last year, we would not have seen the number of issued shares rise as we would have had all of the cash and credibility to grow?
If we had the money last year, we could have easily retained accountants to produce audit quality preliminary statements rather than the ones issued in late December? At least, all of the prep work would have been done for the January year end well before now.
Unfortunately, we can only rely on the indirect actions as being meaningful as the direct statements can readily be discredited or fall by the wayside through the passage of time. I still believe in the Indian goals as that is where the big payoff will be.
In most public company audits, you have the previous audited statements and working papers as a compehensive and validated guide. BGMO does not have a validated starting point. In fact, the previous internally generated statements could not past muster with any of the big accounting firms for objectivity.
Any auditor worth his or her salt would need to construct an opening balance sheet based on verified third party statements. Once that is done, then the ins and outs for the reporting period can be reviewed. There is not likely much issue with the overhead expenses. The biggest area for an auditors work will be the collection of verified data from third parties many of whom operate outside of the United States.
The notes section should be massive for our solar power company. Explicit detail would be needed to deal with share issuances, debt covenants and so forth. We should not forget the lawsuits either.
Based on what my knowledgable friends and family tell me, look at four months from the end of the fiscal year due to the amount of work involved. That should make it about the end of May. Also, it being tax time does not help either.
In going through the Forbes List of Billionaires for 2011, there are many Indians but I cannot find a Sinha in the list. Even on some of the Indian news sites, there is nothing to note. All of these asset based billionaires are in USD.
In India, they do publish a list of people who make a billion per year. However, it is not USD. Try rupees.
Can any one provide a list which states what the assets or income are and in what currency?
As I warned everyone, it was written by a lawyer.
Once you get by the commercial, look at the basic premise behind SBLC's and the typical confidence tricks that are played on unsuspecting business people.
You may find the attached link helpful.
Bear in mind, it is a lawyer who has authored the story on SBLC's and SWIFT fees.
http://www.bank-leasing.com/
It may be a case where the family is wealthy but he is not.
Indian culture is very consultative and family units tend to do things in unison, so I am told.
With a prevailing 9.25% interest rate in India, a billion dollars would yield over $ 92 million gross. Even if 10% of this used as a note to clean up BGMO lawsuits, pay for the travels, pay for the audit and even make some deposits to secure Suntrough and Greensave for example, it would raise our credibility immensely and immediately.
So, if the connection is so strong between us and our Indian partners, why is this not being done? This raises some question as to the wealth of our partners, the strength of our relationship or perhaps the risk of the Indian solar projects.
Which one of these causes or perhaps one to be uncovered will be known...
In two weeks!
If you remember back about a year and a half ago, there was a press release announcing some kind of MOU between Greensave and our company. In early December 2009, there was the party in northern New Brunswick. I can still recall the photo of Mr. Herzog signing the big $ 50 million cheque.
Well, with no money raised by us to give to Greensave, they must be smarting with salaries, office costs let alone the party!
Those big promotional cheques aren't cheap either. I worked for a big charity once and had one made up. Ouch.
Right now, our boss is focused on Indian solar which also feeds nicely into Suntrough. If I were in Mr. Herzog's shoes, that is where I would put any cash money. There was also another blogger about a month ago or maybe two who saw articles about competition near where Greensave had announced it was considering locating a plant.
Do you remember the big cheque from the Greensave ground breaking over a year ago?
Our leader signed off a fifty million dollar cheque in front of a crowd. The previous photo on the BGMO and Greensave websites provided all of the details. It was drawn on Citybank at 10211 South Eastern Avenue, Henderson, NV.
There is no evidence to suggest that Suntrough is a subsidiary of BGMO despite statements by our boss. To post in on our website is a litter misleading.
As I have read previous statements, the company may become a subsidiary but is not now one. BGMO is trying to drive sales to Suntrough for its Indian solar projects.
We need to be cautious here.
Bergamo had also press released an MOU with GreenSafe in the fall of 2009 followed by a formal agreement on December 6th, 2009. Over a month later, the agreement was reported as being restructured with GreenSafe to match cash flows. In that agreement and in the amendment, Bergamo had not yet delivered any funds to GreenSafe. A year after the fact, no funds have been delivered.
Under normal legal practice, the agreements between BGMO and GreenSafe of December 2009 and January 2010 would be dead for non-performance. Please read the failure to deliver cash!
It would not be a far reach to say that Suntrough would be in the same boat.
A signed memorandum after this point of time is not binding.
According to DD (see post 14632), it is a sales relationship with some possibility of taking a future equity position in the company.
So at this point in time, there is no ownership of Suntrough. No consolidation of sales, profits and so forth either.
I would think that BGMO could take an earn in position by directing sales to Suntough.
I own less than you but I need a run up before I see some relief.
I can appreciate both the pros and the cons on this board. I ry to take a more balanced view by weighing the Indian solar objective (the plus side) versus the absence of the features common with a real business (the minus side). Some days, it is tough.
Once Bergamo has cash in a bank account that could withstand a rigorous audit will the naysayers be relieved. So with the pumpers as well.
The Bergamo story is dragging on longer than what people would have expected.
There was the GreenSafe saga with a December 2009 ground breaking and the big cheque but no cash ever delivered to build a plant. There was the Suntrough story of being acquired but now seems to be a captive supplier of equipment. We should not forget the Pakistani coal projects as well as something in Lebanon and a few other African countries. There is a litany of financing sources which predate my investment which did not close.
Amongst this adversity, BGMO did get a few dollars from the first solar site. This raised our hopes. It still is a challenge to remain objective in the absence of hard, verifyable data. One day soon, this will come to pass.