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It was easy to miss that the 2010-2011 financial reports had footnote stating they were "based on assumption that previously announced deals had been completed" -- in other words, not an accurate statement of company's actual financial position or results. None of the deals announced in PRs was actually completed and none of the reports filed to OTC Markets was ever retracted or corrected.
The Sept 17, 2012 report did not contain such disclaimer.
In all likelihood, the company's issuance of financial information claiming to have $179.5 million of cash and earnings of $88 million is outright financial fraud. Herzog eagerly took papers claiming a super secret subsidiary made fantastical profits without any equity, and then used them as basis to issue financial report to the public. Now 10 months later, when the company's actions once again show it lacks any meaningful cash, the company hasn't corrected the false report.
Yes, Hillard and his gang are running a financial fraud. And it's paying off -- slowly and much less than desired, but it's still garnering cash out of the market.
Don't expect the crooks to admit the con-job or change their ways. It's still working for them.
I keep looking at the 10K for rays of hope. The company has no identifiable value as ongoing business, given lack of revenue and high salaries/burn rate. The Senior Secured Promissory Notes have value because they have first claim on IP, the only asset of value. All the other notes/claims have value at steep discount to face because the IP ought to cover the senior secured. The common is at best a way-out-of-the-money option hoping for miracle. Each quarter the common gets crammed down further because of accrued interest on all the senior notes and preferreds, plus additional loans that are needed to cover the burn rate.
The "market" must believe the IP is very valuable and that deals are in the works (either for licensing or take-over of the company) in order to support the current share price.
More likely, the market is blindly naively hoping, praying, keeping fingers crossed, buying the potential without doing the math, etc., wishing for greater fool to taken them out.
Company could level out at $2 mm market value which is close to $0.10 per share. A lot depends on Platinum.
All this talk of "traitors" and "slanderers" is of no use in convincing investors to believe in BGMO -- when its so easy to see the company's abject, predictable and continuing failure to make good on contractual obligations, confirming once again the company has no money and is run by delusional liars with no respect for shareholders.
You undermine your own arguments. I am sure you know the resolutions are accurate, spelling mistakes and all. Share ownership by management is matter of public information and recorded at the Transfer Agent. Could you enlighten us about these overseas EMails. Also, who is from Karachi - Sohail, Singh, ??. Please be less cryptic.
None of this matters -- BGMO has pulled its last stunt with defaulted SPA to public company. Can't live this down and move onto next farce deal, like was done after prior head fakes.
SEC has stronger reason to take action now. The file is getting thicker. Faking a takeover of public company not a trivial matter.
I am baffled what the point is. The Company and people close to it know who got the shares. Shares were approved by the Board. Shares were registered with Transfer Agent. No research needed. It's not a secret, other than from the public shareholders.
Scanned the 10K and saw cash came from additional (final) draw in February on Platinum loan . How much is Platinum into this oinker? Seven bones? What's the next move? Flush the common, go private, save on costs of being public. Can't keep doing the same, and hope for different outcomes. Especially with BGMO stench eroding the company's reputation and credibility.
That attorney now knows that he was fed false and incomplete information from Hillard Herzog, therefore could not issue that opinion letter now -- and, no surprise, BGMO lost its "current" status on OTC Markets. BGMO got slammed to the ground.
1. No shareholders meetings in years
2. False disclosure about Herzog/Parekh stock/warrant holdings
3. Lack of disclosure over 62 mm share give away
4. Lack of disclosure about other stock grants/gifts to insiders
5. Option programs and share increases not validly approved by shareholders
6. No current Certificate of Incorporation validly approved
7. Wildly inaccurate financial statements
Saw the 10-K. No surprise BGMO defaulted again on SPA - Herzog has no money to invest, and lives in a delusional world where a man's word has no meaning. The hubris to keep lying and making excuses, as if one day the fake papers from HSBC/National Wealth will magically produce real money. HH and the grifters around him have lied for so long, they can't stop themselves, and this is how they make a living.
Saw that VSTA had $638k cash at March 31 and payables went down -- where did the money come from?
The rest of document reveals little about business/commercial prospects for the company. No revenues booked in last 3 quarters. Company continues on historic burn rate.
I have to laugh at the $622k spent on Investor Relations - a big percent of total expenses -- hope company is getting its money's worth.
Is any one else getting tired of BGMO non-stop touting of historic false statements about having money -- when it is so obviously failing to produce what it promised. Talk is cheap. BGMO is all talk.
The beginning of the end for VSTA was when their proprietary technique for screening drug/organ interactions was passed over by big pharma customers, leaving VSTA to forage on their own from the dumpster of abandoned molecules. It's a case where after $50 million of effort, they have basically been unable to prove the core reason the company's technology was potentially very exciting. It's not a good sign when the lead investor is hard-money lender hedge fund rather than mix of biotech funds. It's even worse when facing insolvency, the only candidate for investor is a cash-bereft pink sheet scam which whose only business is making grandiose announcements none of which are ever completed, and which knows zero about pharma and would cause any legitimate investor/fund to throw up.
It's not much of a surprise VSTA is unable to file 10K because it lacks money to pay auditor for annual audit. The likelihood is that March quarter looked much like Dec quarter with no revenues. I wonder how they juggled what had been $1 mm quarter burn. Possible company has gone into hiatus, with skeleton crew looking for funding. Singh investing his own money is classic case of CEO so emotionally committed to this company, he can't see how futile that effort actually is. Company should recap to wipe out common, and find new opportunities for senior lender who holds all the cards.
As far as I know, yes. Autilion claiming to be "an accredited investor" is not much of a claim. I think the Accredited Investor Rep in the SPA was standard boilerplate to qualify for Reg D offering, but funny how BGMO touts this like its something important.
http://www.sec.gov/answers/accred.htm
The federal securities laws define the term accredited investor in Rule 501 of Regulation D as:
a bank, insurance company, registered investment company, business development company, or small business investment company;
an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
a charitable organization, corporation, or partnership with assets exceeding $5 million;
a director, executive officer, or general partner of the company selling the securities;
a business in which all the equity owners are accredited investors;
a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person;
a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year; or
a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
But BGMO said it had $179.5 million, which means there should be plenty of cash available to complete contractual obligation to fund SPA. What tangled webs Herzog weaves as he deceives. What excuses does he use now. And he is stuck just repeating the same hooey over and over.
Remove the speculation. Have your accounting friend call Dusty Lewis at LL Bradford. TEL: 702-735-5030 http://www.llbradford.com/
It doesn't take an audit to know that what looks like a duck, quacks like a duck, ... you know.
The biggest flag of all is how preposterous the concept is that Hillard Herzog/BGMO would be selected to manage billions as fiduciary, given complete lack of investment management skill, absence of any successful prior investment, lack of audit, lack of governance, lack of track record, frequent litigation, gaping chasm between announced deals and actual accomplishments, etc.
Add to this the implausibility that BGMO bought a subsidiary in April and presto chango a few months later with no capital at risk, it strikes gold and earns over $280 million of revenue in one month and books $88 million of profit after $80 million of commissions to management -- yet none of this money is obtainable. Oh really -- it's too silly to believe.
Achieving "Qualified Accredited Investor" status is pretty low bar, although I am fairly confident Autilion does not meet the requirements. Ha ha ha.
No money -- another default on Share Purchase Agreement. This is a riot.
Actually, i am sorry to disagree. The accountants did not review or pass opinion on any of the numbers in the compiled report. They merely assembled into financial statement format numbers given to them by Herzog. The fact that nothing was provided in respect of prior revenues/profits/assets was a choice by Herzog -- and obviously reflects that the prior reports were complete baloney.
Yes the previous reports were intentional misrepresentations by management and in my opinion represents criminal securities fraud. I have no problem casting stones at these grifters.
The report to taxing authorities would be the options/warrants granted to families of Herzog/Parekh at $0.0001 strike price, representing at the time of issuance over $2 million of taxable income to the receiver. The receiver of the 62 million shares last year would also have taxable income.
You are being too rational. BGMO has no interest in proper accounting -- the cash is entirely made-up and the financial reports are merely props in the multi-year campaign of false and misleading statements. To call it "bad faith" is to underestimate their sociopathy.
Hillard and Sohail have issued themselves and family members tens of millions of shares and warrants, and only through concocting fake stories are they able to turn this worthless script into cash. There is no other business of BGMO than making grand claims and taking advantage of people.
How they suckered Singh to keep playing the "cash in two weeks" game is testament to Hillard skill at lying. He is a convincing and experienced liar.
I find this very entertaining and will be looking to see what if anything Singh files tomorrow with SEC.
Question - does anyone have details on the "Sullivan/Tribe/Theyer LLC" matter?
The case was never quashed. On March 26,2012, Jeffrey K. Oing, Justice for New York Supreme Court ruled in favor of plaintiff Camofi Master LDC and served $3,981,262.33 final judgment against BGMO and HH/SP personally. It's all available on public record. Record 650686/2010
BGMO even said in footnotes to compiled financial report that they "settled" with Camofi in August 2012 for promises to pay money, which technically closed the litigation.
Camofi's criminal attorney is living in a jail cell for the foreseeable future for stealing money from his synagogue. But Herzog bungled that opportunity to get case thrown out when he wouldn't pay his own lawyer, who resigned and filed papers with court revealing how out of control HH is.
It epitomizing how BGMO avoids dealing with straightforward truth by expounding gibberish and blaming others for its own failure.
Where is money for VSTA? When is shareholder meeting? Who got 62 million practically free shares? What happened to Global Arena deal? What happened to aircraft leasing. This list of failure too long to repeat.
Will do -- remind me which hospital Dr Uddin is at. By the way, who is Dr. Uddin and how is he involved with BGMO?
It's no wonder Sohail wants to divert attention from the ugly fact that BGMO utterly dark, refuses to provide basic information to its shareholders, is hiding massive stock issuance in free/cheap shares to insiders, etc.
HH/SP bungled the Camofi defense so badly that they were served judgment 5x the amount they actually owed. And we never found out what happened to the gas station/condo's in Chicago.
We can all agree, Isaac Zucker got what he deserved -- what type of fool was he to think he could shake down BGMO? All part of what makes this so entertaining.
Aren't Hillard and Sohail showing "family values" taking care of their wives/friends? Can someone confirm relationships of Sher Banoo and Gertrude Witz to BGMO mgt- thanks.
So, just months after Hillard and Sohail finished selling 7.45 million BGMO shares through I.C.G. for over $800,000 (the daily trading records were an exhibit to Affidavit I.C.G. filed in litigation against Herzog), they gave free stock to these people.
Could someone explain what "collateral base for SBLC" means, and which $100 million SBLC was this -- U.S. Capital Funding, Foxbank, Brazilian bank, FortuneMint, LondonWall?
Those 9 million Warrants would be taxable income to the receiver because the share price was $0.135 on the date of issue. Seems over $1 million of income for each of them.
Any questions why these people are running this scam? Because it pays.
If Herzog and Parekh wrote themselves 58 million Warrants in July 2011 that by August 2012 were out of the money, what's the chance they got the 62 million shares at $0.001?
But that would mean the disclosures the company made to OTC Markets last Fall were false (company disclosed Herzog and Sohail had 5 million shares). Hmmm.
The phrase ought to be "I hope they don't herzog on their promise".
Anyone seen this before? These guys are as crooked as the day is long. I also saw papers for 29 million warrants to each Hillard and Sohail. Seeberger missed that in his disclosures to OTC Markets -- where is that guy now?
And the amounts actually traded keep getting smaller. You may be the one trader skillful and brave enough to play this game of Russian Roulette successfully. I am hoping you can win again. As a fundamentalist, all I see is a fraud/scam/shell company with no intrinsic value.
In past cycles, very few shares trade at Ask (usually 100 shares at a time). The story today is another $17,225 of real cash was extracted in exchange for worthless shares. Those betting on past cycles being repeated should realize this scheme has run out of gas. Other than robotic spam, company is in complete dark silence, lost its IR firm, stopped the twitter/facebook campaigns. Even public announcement by VSTA failed to draw meaningful new eyeballs/trading. Notice how quickly prices sunk down, and lack of any meaningful activity except dumping.
No info on who got 62 million practically free shares, but aside from this, the shares outstanding are climbing once again. Looks like HH paying bills with shares. He ain't got no cash.
Unpromoted pink stocks this long in the tooth rarely come back to life.
You make rational points. As someone who watched this saga evolve over three and half years, I can say that rules of reason, ethical considerations, honesty, proper disclosure, proper accounting simply do not apply. BGMO is run by an amoral sociopath who lives in a delusion of grandeur and self-entitlement, bolstered by a Vancouver gang of stock manipulators.
HH merely "said yes" to Singh's request for investment (much like he said "yes" to Swire and Ansari and others. HH is best understood as a failed garment salesman with no appreciation of governance and law. HH doesn't understand that it is commercial fraud to sign a SPA under false pretenses. The fact that BGMO is technically a public and he has legal and fiduciary responsibilities to shareholders is not important in his self-absorbed world.
Where those comments along the lines of:
"This is the most obvious fraud I have ever seen"
"Why isn't management in jail"
"What idiot accountant did the compilation?"
"Get your money out before it's too late"
Your friends who reviewed the "financial statements" missed the basic point that the numbers were pulled from HH's arse, which is why none of the numbers reconcile, are verified or related to actual facts.
The older statements said they were prepared under GAAP assuming that announced deals in recent PRs had been completed (like building huge power plant in India). In other words, not remotely GAAP.
The older statements were simple pro formas, not actual reporting of financial situation.
The Sept 17, 2012 report was a new level of financial fraud -- claiming actual cash of $179.5 million with no warning that such "cash" was not in possession of company, merely phantom from super secret subsidiary backed up by hoax paperwork like the stuff HH foisted upon us from HSBC. The Company avoid every real effort to verify/prove any of the financial figures, but actively misstated the work product of LL Bradford, who fully warned it did not verify or even review figures provided by Herzog, but merely formatted into financial statement format.
It is no surprise that no money has actually arrived in 10 months since company claimed gargantuan $88 million profits and 7 months since NWI selected BGMO to "invest" $1 b or $1.5 b depending on which story one believed in long equity strategy for 50% carry.
I am very entertained. Hope all are enjoying the summer.
I'd love to hear the excuses HH tells SS why no money arrived.
He'll claim 4th of July caused banks to delay paperwork. Then he'll claim Bastille Day. Then Swiss Nationalfeiertag on Aug 1st. There is always an excuse.
In your opinion, are these real trades or wash trades?
Hard to fathom someone risking $10k on BGMO -- but then again I am fundamentalist not chart player.
Nothing but silence from the company. Tomorrow will be another deadline on legal contractual obligation to purchase VSTA shares ignored. HH treats business partners like he treats shareholders -- ever lying story teller, not responsible for his own words.
Thanks -- great insights. Hard to see the lotto paying off - more like a prolonged game of three card monte. The company and its shills (the Vancouver group) work any angle to lure traders/investors with false promises, tiresome IR, wash trades and endless head fakes. Their goal is to extract cash out of the market and they show patience of people who have little else to do. This VSTA dodge is novel, since the company reports to SEC and the CEO is acting like a deer caught in headlights. Herzog proves once again what an accomplished liar he is.
I agree with the thought that the 62 mm shares might never see light of day. Shares could have gone to public broker/dealer in exchange for those 2 mm shares worth about $1 mm, and good chance that whole trade unraveled. Not that Herzog will ever provide timely and accurate info to BGMO shareholders on such an event.
Someone is monetizing big time today -- who's coughing up real money for worthless shares, betting that a greater fool will appear before Feds/SEC/VSTA/CAMOFI/SWIRE/WOLFE catch up with Herzog (and buyer will get his shares sold ahead of all the other sellers).
Love this.
Who got the 62 mm practically free shares? Any wagers/thoughts?:
1. Camofi Master in settlement of New York Supreme Court judgment
2. Public broker dealer in exchange for 2 mm of its own shares BGMO purported to own
3. Vancouver Gang for its tiresome IR activities
4. European partner that concocted the Aulition scheme so BGMO could report $88 million of net profit from thin air
5. National Wealth Int'l of Anguilla for concocting the Hong Kong Bank fake deposit paperworks
6. None of the above
The mystery of BGMO is why its share price hasn't cratered to sub penny by now. It seems no one pays attention any more to empty concocted stories of massive funding/investment. The company is making next to no effort to promote itself, and has gone darker than ever before. I guess some think no news is good news, and sucked up $3k today. Go figure.
Oddly, BGMO hasn't directly promoted the VSTA deal one bit. Possible reasons:
1. They can afford an IR firm any more.
2. BGMO can't issue press release without admitting $179.5 million announced last Fall is not there. [Concept that while a non-listed company has no legal obligation to announce material information, it can't promote itself while failing to correct previously stated information that has proven to be false information.]
3. Herzog is skipping promotion, since Singh is doing it for him.
4. Herzog is surly old man with creeping dementia, therefore needs to be no rationale for his irratic behavior.
There have been prior events where BGMO has not issued PRs, such as purchase of Foxbank SBLC in 2010, which turned into another fiasco. Also, company planned deal with Investment Bank in early 2010 for HYIP but never announced the details.
Thanks much. Why do you suppose the Vancouver gang would claim Herzog didn't attend the Dec 8th dinner, but arrived Dec 9th and rushed over to make the check presentation? It seems a trivial and ancient matter over which to make false claims (and also disparage people's wifes). Seems to me the endless public relations group (Gary Purdon, Mike Fronzo?) weren't there and simply got facts wrong, as they tried to divert attention from their Vancouver cabal.
Bringing us to the present, Vistagen has another week before its 10-K is due. It seems, Singh is as reluctant to disparage BGMO as Asif Ansari was. Maybe this has something to do with Paki heritage to avoid confrontation with fellow countryman (Singh, Ansari and Sohail Parekh). Obviously, Rahi not from the same tribe.
There was a group of Paki in Florida a while back, with interest in BGMO. BTW, what happened to that supposed Florida solar subsidiary. Solar installations going up around the world at record pace, and not a single one of them from BGMO.
Watch out --SWIFT fraud and worthless Cash Backed Securities are rampant. Bergamo is linked to U.S. Capital Funding Trust which last year was hocked worthless AAA rated Standby Letters of Credit, which Herzog repeatedly pronounced as good as cash. Just like the HSBC "deposit" these were worthless papers used to prey upon penny stock investors. U.S. Capital Funding is the brain child of Robert Fowler, who expounds endlessly things like "Be Humble, Spread the wealth to Investors".
Check him out:
http://uscapitalfundingii.com/
Check out https://www.facebook.com/HrhRobertFowlerFanpage
Good history on BGMO-GreenSafe story. Bottom line -- Herzog promised and promised money, which never showed up. He never provided explanation or took responsibility, or even made announcement that GS deal was ended. For over a year he claimed GS was a subsidiary. He even told made up stories to Rahi T. of BGMO shipping scrap metal from Canada to NY. The man is a sociopathic liar.
HH is doing to VSTA what he did to GreenSafe. Making false/empty promises to a CEO that funding will arrive. We've seen this movie before, and know how it ends. In both cases, the terms/method of investment should have been a red flag that BGMO was not a serious investor. HH bought off on the stories without knowledge of the business space or due diligence on technology and IP that every VC would do. He offered sweetheart terms that did not reflect market conditions or reality. In both cases, he committed too much money with evidence of commercial viability.
One can only imagine what goes on in the mind of a psychopath like HH to make promises he knows he can't fulfill. One possibility is that he hopes to get a free option -- commit to buy VSTA shares at $0.50 and hope the share price rallies, and he can borrow against the shares to fund their purchase. Similar to the deal he did with ICG when he disposed of most of his BGMO shares in 2009/2010.
Some managers under pressure of failure feel they have obligation to pursue any and all chances no matter how much a long shot it is. Peter Swire put up with endless promises from HH back in 2010. Same M.O. as now - Herzog would confidently assert money was about to arrive (never giving real details, verifiable source of funds etc.), keep changing the deal, and would dissemble in such a confusing and confident manner to give appearance the money had to be there, since no one would lie repeatedly like this. HH kept restructuring the eSoft deal and then switched to a HYIP which was guaranteed to produce profits to fund the serial investments into GS. Sounds like the same crap being fed Singh.
Two weeks until the VSTA 10-K reveals how much operations have been pared back.
Funny thing about Herzog's investments -- he just says "yes" to whatever someone offers -- Singh, Swire, those CSP deals, Ansari at Suntrough, Japanese Media company, Elpiconjob, Pilot, etc. People feel "wow -- I really got a great deal" -- this guy agreed to investment on very favorable (too favorable) terms, with so little diligence that bankers/VCs typically do, and was so confident money would arrive. It's not apparent HH garners upfront fees/deposits/ earnest money etc., like so many scamsters do these days (Shannon K. Newby for one). So why does HH do it? Obviously the HK money is phantom as is the European insta-profits. Is HH lapsing into cognitive dementia that he can't tell fact from dream? Is he profiting enough from the dribble out of shares to make this clown act worthwhile? Is he puppet of Vancouver gang so he has to keep making fake deals or else some earlier debt is foreclosed (what ever happened to that Platinum Funding $4 mm debt)?
Time will tell. It's very entertaining to me.