Owing to the AMF's actions against WDRP, the Cortelazzi name should be familiar to Wanderport's lawyer...
The Lavoie Filing
Item 1.02 Item 8.01
Termination of Material Definitive Agreement Other Events
Boreal Water Collection, Inc. ("company" or "BRWC") and Mrs. Francine Lavoie, CEO and controlling shareholder of the company, received multiple offers for the purchase of her shares in 2011. On or about January 5, 2011 a LOI was received from Global Biotech. Later, Mr. Andrea Cortellazi made 3 such offers in succession; first through a company known as "Kochi," then personally, and finally on or about May 17, 2011 from a company named Monticello Water Company ("Monticello").
In the spring of this year, Cortellazi brought 2 gentlemen on board to assist in his buy-out bid. One was proposed as CEO and the other was a former member of BRWC management. They came to the company bottling plant in Lake Kiamesha, NY, looked at our equipment with outside experts and suppliers and formulated a plan for the operation of the company moving forward. They contacted company employees for information, obtained reports. The proposed CEO made it very clear to our employees that he would be the new CEO; in fact so often that Mrs. Lavoie felt compelled to remind them that the buy-out had not closed and she was still CEO. Cortellazi continually stated that he was the new owner. When this was conveyed to Mrs. Lavoie, she would always correct him on that and tell the employees that she was still owner.
Shortly after Cortellazi made his offer through Monticello Water Company, he and the proposed CEO came to Mrs. Lavoie and announced that they were not able to raise money for the shares buyout because she remained CEO of the company. In effect, they stated her continued managerial involvement raised doubts in the minds of their prospects that she was actually leaving, and selling her shares. Mrs. Lavoie was upset by this, but wanted the transaction to succeed. She also knew as controlling shareholder, she retained ultimate control if needed. Mrs. Lavoie submitted her letter of resignation, but only with an understanding that the shares purchase close with a week's time. Also, at this point in time, Mrs. Lavoie was unaware that the former member of BRWC management was also involved.
In or about early June, Cortellazi stated to Mrs. Lavoie that she needed to go with him to a local bank to sign papers enabling him to open his file to finance the shares buy-out. The buy-out included an almost $2 million personal bank guarantee that was to transfer from Mrs. Lavoie to Cortellazi. Mrs. Lavoie brought along the Monticello paperwork to show that a transaction was in the works. Cortellazi told her he would open an account in BRWC's name as part of the financing application with the bank. She assumed this was required by the bank to assure the transfer of funds within the bank's system. It was her understanding, as re-assured by the bank branch manager, that the account would be dormant until the shares buyout closed. Mrs. Lavoie never authorized the use of this account by Cortellazi.
Deadlines and Cortellazi promises came and went. At that same time, she discovered that the AMF in Montreal had leveled fraud charges and fines against Cortellazi. AMF is a Canadian equivalent of the Securities and Exchange Commission in the United States. Several companies were involved but did not include BRWC. She also discovered that Cortellazi and the proposed CEO were at odds and their relationship was beginning to unravel.
As well, Mrs. Lavoie received a NSF notice for a check written by Cortellazi on this account. She demanded of both Cortellazi and the bank branch manager that use of this account cease immediately. She inquired as to the status of Cortellazi's financing application and was told by the bank branch manager that it was being considered at the bank's main branch.
Despite Mrs. Lavoie's protestations, more NSF check notices arrived. On or about August 1oth of this year, she delivered a written demand to the bank branch manager to close the account. A week later, Mrs. Lavoie sent cease and desist letters to Cortellazi, the proposed CEO and the former BRWC member of management. Mrs. Lavoie has now been re-instated by the company Board of Directors as CEO.
Lately, Mrs. Lavoie and company employees have been receiving email, text and phone call threats from the proposed CEO. The former BRWC member of management has threatened legal action against Mrs. Lavoie and BRWC. He claims that BRWC owes him approximately $125,000 because Cortellazi wrote him some NSF checks from the unauthorized use of the bank account set up by Cortellazi. Ironically, this gentleman was aware all along that Cortellazi had set up this account in the name of BRWC, but that the use of the account, though unauthorized, had nothing to do with the operation of the company, only for Cortellazi's use in attempting to buy a controlling interest in BRWC.
Upon information and belief, Cortellazi promised the proposed CEO and the former company officer that they would manage BRWC and would become rich as major owners of BRWC moving forward. Cortellazi, with no water bottling business background, needed the resumes and promised involvement of the proposed CEO and the former BRWC member of management to give his financing application and other search for funds credibility. The true nature and intent of Cortellazi has become apparent and failed; to defraud BRWC and Mrs. Lavoie by stringing out his supposed effort to finance the purchase of the shares until Mrs. Lavoie ran out of options and brought in Cortellazi as a partner (at first) as her only perceived way of keeping BRWC's doors opened. The other 2 gentleman have been left out in the cold and they've turned their misguided negativity and threats on the company and Mrs. Lavoie. Unbeknownst to Mrs. Lavoie (until she was informed of same), Mr. Cortellazi went as far as to state that he had become a partner with Mrs. Lavoie shortly before his scheme collapsed and he disappeared from view.
If litigation ensues, BRWC and Mrs. Lavoie will vigorously defend themselves, bring in all 3 of these people and file counterclaims for fraud, breach of contract, interference with prospective advantage, the usurpation of BRWC's corporate identity and more.
Item XXI Issuer's Certifications
I, Francine Lavoie, certify that:
I have reviewed this 2nd Supplemental Disclosure Statement of Boreal Water Collection Inc. for the Quarterly Report of June 30, 2011:
Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which such statements were made, not misleading with respect to the information covered by this disclosure statement.
Francine Lavoie, President and CEO, Director of Boreal Water Collection Inc.
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