Gabe, below I have posted Mr. Simmonds take on your partnership. Simmonds put considerable effort into supporting his statements with legal documents. If you have a different understanding, please take the time to refute each of Simmonds' claims and provide your own supporting documents.
Thanks in advance, your effort would be greatly appreciated.
There are many inaccuracies in the statements made by the Tomassoni’s and they relate to events over the last two years. We believe all the allegations made against Fanocorp, New Look and their management teams are not only false, but in some instances libelous. This website has been put together for the benefit of those affected by this ongoing dispute and will tie all of our claims back to third party validation or in many cases, Gabe Tomassoni’s own contradictions under oath.
We agree Fanotech Waste is not bankrupt. It is however insolvent based on its inability to pay its creditors as their accounts become due. The draft financial statements (Exhibit B) dated March 31, 2011 prepared by outside accountants shows a large loss and a significant deficit in shareholder equity. It also has a going concern clause in Note 1.
John Simmonds, (“Simmonds”) who is the financial consultant referred to in the letter of December 15, 2011 circulated to suppliers, customers, employees, and others was actually brought in on November 13, 2009 by Lisa Tomassoni to help deal with a problem with the National Bank of Canada, (“NBC”).
November 13, 2009 was the first time John Simmonds had ever met Gabe Tomassoni or visited Fanotech. Around midday, the NBC visited the Bracebridge facility to advise the Tomassoni’s that their account was being placed in special loans due to default on a number of covenants.
Attached are Lisa’s notes of that meeting and a draft letter written by Simmonds as a response to the NBC. A formal Forbearance Agreement was negotiated on December 9, 2009 and the Company was given until February 28, 2010 to pay off the loan. Contrary to Gabe’s sworn affidavit of October 19th, he was under considerable pressure from the NBC to pay off loans and it was John Simmonds who helped negotiate multiple Forbearance Agreements while he attempted to refinance the business.
It was impossible to refinance the business under Gabe’s leadership due to prior bankruptcies and mismanagement, so Simmonds suggested that the Company be taken public through an entity that Simmonds controlled. After several failed attempts to find a suitable vehicle due to historic losses and problems at Fanotech, we settled on the Canadian listed entity of Newlook Industries Corp.
By May 2010, it was obvious that the Tomassoni’s needed help in reviving the business and that is when Simmonds and Gabe Tomassoni agreed to bring in Bob Cariglia and Ross Hill who both had significant truck manufacturing experience.
Very quickly under the new leadership the backlog went from $1M to almost $10M. By summer 2010, despite the ongoing battle with NBC, the new team managed to keep things going while paying down the loan. When Fanotech started missing Emterra deliveries in October 2010, due to Gabe’s inability to produce at his budgeted cost, which we now understand was a chronic and historical Fanotech problem, the NBC demanded an infusion of $500,000. (Exhibit A)
Gabe, being unable to comply asked Simmonds who set up a new Company named Fanocorp and Simmonds raised $1M of new capital from the management team.
Contrary to Gabe’s affidavit, $500,000 was advanced to Gabe and Laura who in turn loaned the funds to Fanoteh Enviro to prevent the NBC from putting Fanotech into bankruptcy.
Deliveries continued to slip in November and December 2010 and another $400,000 was advanced by Fanocorp in order to pay Fanotech employees and suppliers in December 2010. (Exhibit C)
By the end of December 2010, production costs were severely inflated due to gross mismanagement and all customers were badly behind in delivery, Gabe was removed from production and Renny Bidinot, a member of the new management team was brought in to fix the delivery problem.
Gabe continued to resist Renny’s involvement during January 2011 and finally Simmonds delivered an ultimatum to Lisa to get her father out and let Renny Bidinot run things. That finally occurred and by early February 2011, production was finally flowing, unfortunately too late to avoid massive penalties for late delivery. These issues led to severe penalties and the inability to collect receivables. Despite that, Simmonds brought the TD Bank in to take out NBC in February, 2011, providing Simmonds controlled the finances of the Company. It was a condition stipulated by the TD Bank.
We did our best to mange through the problems, but when we could not reach a final settlement on the Emterra account, TD put the Company into special loans in August 2011.
Simmonds still felt the Company could be saved and on August 19, 2011, he entered into a new Agreement with Gabe, scheduled for closing on August 31, 2011. On August 22, 2011, the Tomassoni family met privately and decided that they would breach that Agreement and terminate unilaterally the binding Letter of Intent.
The so called “missing funds” referred to in the December 15, 2011 letter are not missing at all. They are expenses incurred by Fanotech in 2011 and paid on their behalf by Fanocorp or Newlook.
Furthermore, many additional costs were subsidized by Fanocorp or Newlook including Simmonds’ consulting fees. Simmonds never charged Fanotech anything for his time and effort. Many suppliers and customers along with employees acknowledged Simmonds continued efforts for almost 2 years to save the Company.
While we are still hopeful that the parties could still come together and resolve their differences, it was necessary for these facts to be put forth so everyone involved can see what actually transpired and how Fanotech got into the position it finds itself in today.
News 
Market Data 
Discover 
