CMKM hearing told of negative retained earnings
2005-06-14 21:02 ET - Street Wire
Also Street Wire (U-*SEC) U.S. Securities and Exchange Commission
by Lee M. Webb
CMKM Diamonds Inc.'s May 10 hearing before the U.S. Securities and Exchange Commission (SEC) listened to the company's latest accountant testify about efforts to reconstruct the pink sheet promotion's still spotty financial records.
Among other things, the witness told the hearing about $60.5-million paid for an unseen jade collection, $26-million anted up for unknown consulting agreements and CMKM's "negative retained earnings," otherwise known as an accumulated deficit. (All amounts are in U.S. dollars.)
Chief Administrative Law Judge Brenda P. Murray presided over the administrative proceeding to determine whether CMKM's stock registration should be suspended or revoked for failing to file required periodic reports.
Lawyers Leslie Hakala and Gregory Glynn represented the SEC, which presented its case first because it has the burden of proof.
Donald Stoecklein of the Stoecklein Law Group represented CMKM, with Anthony DeMint of the Securities Law Institute, which is connected to Mr. Stoecklein's law firm, also registering an appearance on behalf of the company.
Texas lawyer Bill Frizzell was also allowed limited participation as a third party on behalf of a group of CMKM shareholders known as the Owners Group.
After calling the company's auditor Neil Levine, who resigned effective the end of the hearing, SEC information technology specialist Christopher Wall and transfer agent Helen Bagley, the U.S. regulator turned to CMKM's latest accountant, Suzanne Herring.
Herring tale
Apparently CMKM had planned to call Ms. Herring as a witness, but she, like Mr. Levine, ended up being called by the SEC.
After being sworn in, Ms. Herring told the court that she was an accountant and the president of Opus Pointe.
"What is Opus Pointe?" Ms. Hakala asked.
"It is a consulting company that is a division of Securities Law Institute," Ms. Herring replied, a reference to Mr. DeMint's company. "We contract accounting and bookkeeping services for Securities Law Institute."
Ms. Herring went on to testify that Opus Pointe had been hired to "compile financial information into financial statement format." She said that her firm had been engaged around March 7 or March 8.
"Was a formal engagement letter executed?" Ms. Hakala queried.
"It would not have been directly through Opus Pointe," Ms. Herring answered. "It would have been through Securities Law Institute or the Stoecklein Law Group. So Opus Pointe is engaged through Stoecklein Law Group and Securities Law Institute, so I wouldn't have done an engagement letter."
Ms. Hakala asked the accountant how much her firm was being paid to provide the services for CMKM.
"To the best of my knowledge, a retainer has been paid in the amount of $20,000," the witness replied.
"To Opus Pointe?" Ms. Hakala asked.
"Correct," said Ms. Herring.
"Who wrote that check?" the SEC lawyer asked.
"Securities Law Institute, I believe," said Ms. Herring, subsequently testifying that Opus Pointe had not received any direct payment from CMKM.
Ms. Herring went on to tell the court that David DeSormeau had previously provided bookkeeping services to CMKM.
"When was he the bookkeeper for CMKM Diamonds?" Ms. Hakala asked.
"To the best of my knowledge, from 2001 through fairly recently," Ms. Herring replied. "I'm not sure when that relationship actually terminated or even if it is actually terminated."
As previously reported by Stockwatch, in his opening statement Mr. Stoecklein said that CMKM had paid $1.5-million over two years to its former accountant, but had received virtually nothing in return.
"Have you ever spoken with Mr. DeSormeau?" the SEC attorney asked.
"I have left him messages but have never spoken to him directly," Ms. Herring replied.
"Did he return your phone calls?" Ms. Hakala asked.
"No, he did not," Ms. Herring said.
"Did anyone return your phone calls to him on his behalf?" the lawyer asked.
"No," Ms. Herring replied.
Ms. Hakala moved on to a series of questions regarding the state of CMKM's financial records.
"When you started some time in March 2005, how complete was CMKM Diamonds' balance sheet?" Ms. Hakala asked.
"It was nonexistent," Ms. Herring replied.
"How complete was CMKM Diamonds' financial -- were CMKM Diamonds' financial statements?" the lawyer asked.
"They were nonexistent," Ms. Herring answered.
"How complete was CMKM Diamonds' general ledger?" Ms. Hakala queried.
"To the best of my -- I was never provided with a general ledger, so I would guess it was nonexistent as well," Ms. Herring said.
Ms. Herring went on to testify that she has been working from a binder of bank statements and a three-inch stack of stock issuance documents obtained from the company's transfer agent.
In response to a subsequent question, Ms. Herring testified that Urban Casavant, CMKM's chief executive officer, was gathering documents to support "wire transfers for primarily drilling contracts, legal services in Canada."
"Has he provided you with documents to date?" Ms. Hakala asked.
"No," Ms. Herring replied.
"Did he say when he would get those documents to you?" the SEC lawyer queried.
"No," the witness answered.
Judge Murray intervened with a question, asking Ms. Herring when she had requested the documents from Mr. Casavant.
"I believe it was about the beginning of April," Ms. Herring replied. "I don't recall the exact date."
Ms. Herring testified that around the beginning of April she had also asked Ginger Gutierrez, identified as a "prior office administrator," to provide materials to aid in reconstructing the company's books.
"Has she provided you with anything?" Ms. Hakala asked.
"Not as of yet," Ms. Herring said.
A short time later Judge Murray had a few more questions for the accountant.
"Isn't your company located in Las Vegas, Nevada?" Judge Murray asked.
"Yes, it is," Ms. Herring replied.
"And isn't this CMKM Diamonds located in Las Vegas, Nevada?" the judge asked.
"Yes, it is," said Ms. Herring.
"Well, why didn't you get in your car and go where they are and go into the office and get the stuff?" Judge Murray asked.
"It is my understanding that the office is in Mr. Casavant's house, and I have not felt comfortable going to his house," Ms. Herring said. "No other reason."
"So they don't have an office?" Judge Murray queried.
"To the best of my knowledge, no," Ms. Herring replied.
"Where does this lady, Ms. Gutierrez, work?" Judge Murray asked. "She's the office administrator?"
"She was," Ms. Herring replied. "I do not believe she currently is."
Ms. Herring testified that she did not know where Ms. Gutierrez performed her office management when she was employed by CMKM.
CMKM's new accountant told the court that she had also requested documents from Brian Dvorak, a lawyer who had done some work for the company, but had yet to receive anything.
"Have you spoken with anyone else seeking documents about CMKM Diamonds?" Ms. Hakala asked.
"There were other people in the room when I was speaking to Urban and Ginger," Ms. Herring said. "When I was speaking to Mr. Casavant, his wife was present and a gentleman by the name of James Kinney."
Ms. Herring said that, as far as she knew, Ms. Casavant had no role to play at CMKM and was probably at the meeting "just because she's Urban's wife."
"Who is James Kinney?" Ms. Hakala went on to ask.
"He is a prior employee of CMKM," Ms. Herring replied.
"What kind of an employee was he?" the SEC lawyer queried.
"I was never quite clear as to what his role exactly was," Ms. Herring said. "Operations management, I think, but I'm -- "
"Did you ask?" Ms. Hakala interrupted.
"No," Ms. Herring replied. "It wasn't of any concern to me what he used to do."
The accountant went on to testify that she had no idea when Mr. Kinney and Ms. Gutierrez had stopped working for CMKM. She said that Mr. Casavant "voluntarily brought both James and Ginger with him" to a meeting with her.
"Had you heard of Ginger Gutierrez or James Kinney before that meeting?" Ms. Hakala asked.
"I believe I had, but it didn't mean anything at the time," Ms. Herring replied.
As Stockwatch reported in an Oct. 1, 2004, article, Ms. Gutierrez and Mr. Kinney reportedly performed investor relations duties for CMKM. According to the Nevada Secretary of State, they are also officers of Part Time Management Inc.
In the Oct. 1, 2004, article, Stockwatch also reported that a Boca Raton tout service had disclosed receiving one billion free-trading shares of CMKM for its promotional efforts from a third party identified as PartTime Management Inc.
A short time later, Ms. Hakala moved on to another line of questioning.
"Opus Pointe's task at this point is to reconstruct three years of CMKM Diamonds' financial statements from a two-inch binder and a three-inch pile of documents and whatever documents you may get in the future?" the lawyer queried.
"Correct," said Ms. Herring.
Once again, Judge Murray had some questions for the witness.
"Does it seem possible to you to do that from the documents you have?" the judge asked.
"From the documents that are in my possession at this point in time, no," Ms. Herring replied. "Assuming that I'm provided with the balance of the documents that I need, yes. And I've been assured by Mr. Casavant that I will get those documents."
"And what exactly has he told you that he's going to give you?" Judge Murray asked. "But evidently he told you that at least a month ago? What is this? This is the 9th of May. So he told you about the 7th of April he was going to give you this stuff?"
"Yes," Ms. Herring replied.
"What is he going to give you that he hasn't given you that you need?" Judge Murray asked.
"Cancelled checks," Ms. Herring said. "I am missing several bank statements, so I will have the copies of the bank statements. Supporting invoices. Accounts payable invoices. Contracts for stock issuances and service contracts for stock issuances."
The accountant went on to say that CMKM was not her only client and that she had been doing other work over the past month.
"Okay," Judge Murray remarked. "But the materials that you're missing seem to me to be pretty substantial. Or am I wrong?"
"No," Ms. Herring replied. "I would have to concur with that."
"Okay," the judge said. "And you've had a request pending for these documents for a month from this gentleman?"
"Yes," said Ms. Herring.
Picking up her direct examination, Ms. Hakala asked the witness who had signing authority on CMKM's bank accounts.
"To the best of my understanding, Mr. Casavant and his wife," Ms. Herring replied.
"Why does his wife have signatory authority on the corporate bank accounts?" Ms. Hakala queried.
"That would be something you would have to ask him," Ms. Herring said.
"Have you asked anyone that?" the SEC lawyer queried.
"No, I have not," Ms. Herring replied.
The accountant went on to testify that she understood that Ms. Casavant helped her husband and "took care of some things" while he was incapacitated because of some medical problems.
"As far as you know, has Carolyn Casavant ever been appointed a director or an officer or an employee of CMKM Diamonds?" Ms. Hakala asked.
"To the best of my knowledge, no," the witness answered.
"Are you aware of any internal controls in place regarding the use of CMKM Diamonds' funds?" asked the lawyer.
"No," Ms. Herring replied.
Changing gears, Ms. Hakala referred Ms. Herring to an exhibit comprised of draft general ledgers for CMKM covering 2002, 2003 and 2004.
"Is this the only financial books and records that have been prepared to date by Opus Pointe?" the lawyer asked.
"Yes, it is," Ms. Herring replied, subsequently testifying that it was prepared from bank statements and documents obtained from the transfer agent.
"Is this general ledger complete?" Ms. Hakala asked.
"No," said Ms. Herring.
The accountant went on to testify that she had recorded all the cash in and cash out from the bank statements and the stock issuances provided by the transfer agent.
Ms. Hakala subsequently asked whether the numbers in the general ledgers were accurate.
"To the best of my knowledge," Ms. Herring replied. "The cash entries are a hundred percent accurate. The stock issuances were based on the fair value of the stock at the time of services."
Ms. Hakala turned to specific questions regarding some of the entries in the incomplete general ledger, first referring the accountant to an entry regarding precious gems.
"What does that mean?" Ms. Hakala asked.
"These shares were issued for the acquisition of a jade display or a jade collection," Ms. Herring said. "From what I read in the agreement, they were going to use this jade collection to show throughout the world.
"Subsequently, this transaction will reverse itself. I haven't received the documentation for the cancellation of the contract, but that was the acquisition of jade -- of a jade collection."
"I notice across it's showed as a debit of $56,885,000 and change?" Ms. Hakala queried.
"That's correct," Ms. Herring replied.
"Where did you get that number?" the lawyer asked.
"The fair value -- what the stock was trading at at the date of the agreement times the number of shares issued," Ms. Herring said.
"What happened to the jade?" Ms. Hakala asked.
"From my understanding, this whole contract reversed itself," Ms. Herring replied. "The jade went back. I have not followed that transaction all the way through yet, but it was my understanding that that transaction is later cancelled. So that $56-million will reverse itself out."
Judge Murray again had some questions.
"And when you say 'jade collection' -- evidently this company had mining rights," Judge Murray began. "Do they mine jade in Canada?"
"I'm not clear on this whole transaction," Ms. Herring replied. "No, they do not. It was a revenue source, from my understanding, and what I obtained through reading the agreement, it was to be able to show this collection throughout the world and generate revenue."
"How would generate rev -- oh, you were going to stage a show?" asked the judge. "People were going to pay to see the collection of jade?"
"I was not involved at the time, so I can't really comment," Ms. Herring said. "I -- I don't know."
"Does it make sense?" Judge Murray queried. "I'm sorry."
"I didn't concern myself with it too much because I knew the contract reversed itself," Ms. Herring said.
"But you have no proof that the contract reversed itself," Judge Murray commented. "Somebody told you that the contract reversed itself; right?"
"Correct," Ms. Herring said. "Correct."
"You don't know whether those shares of stock ever come back, do you?" asked the judge.
"I do not," Ms. Herring replied.
Ms. Hakala then returned to her line of questioning.
"Do you have any evidence that CMKM Diamonds ever got any jade before the reversal," the SEC lawyer queried.
"No," said Ms. Herring. "It was before my time that this all took place, so I wouldn't know anyway."
"You said that you were working on the assumption that the contract reversed itself; is that correct?" Ms. Hakala queried.
"Correct," Ms. Herring replied.
"I'd like you to look at page 3 of the December 31, '04, general ledger, which is three pages from the end," the lawyer said.
"Hm-hm," Ms. Herring said.
"Do you see the line entry on the left, it says 'Precious Gems'?" Ms. Hakala asked.
"Yes," the accountant replied.
"And on the right-hand side it shows a balance of $60.5-million in connection with that," Ms. Hakala pointed out. "Do you see that?"
"Yes, I do," Ms. Herring said.
"What is that referring to?" the lawyer asked.
"There was an additional purchase of jade that I haven't received the reversal as of yet," Ms. Herring replied.
"So as of December 31st, 2004, does the company have $60-million worth of jade?" Ms. Hakala asked.
"No, to the best of my knowledge," Ms. Herring said.
"So why is the general ledger reflecting that?" Ms. Hakala queried.
"Well, because you're looking at a draft general ledger with incomplete information," Ms. Herring said.
Turning back to the 2003 draft general ledger, Ms. Hakala directed the witness to an entry recording "2.7 billion shares issued pursuant to an unknown agreement."
"And how much was that valued at?" Ms. Hakala asked.
Ms. Herring said that it was valued at $24,687,202.03.
"So does that mean that, according to this, and to the best of your -- the records that you currently have, this general ledger suggest that the company issued $24.6-million in stock -- million dollars worth of stock pursuant to an unknown agreement?" asked Ms. Hakala.
"I put 'unknown agreement' in there because I don't have a copy of the agreement," Ms. Herring said. "So yes, there were shares issued with a trading value at the time of $24-million. I do not have a copy of that agreement in my possession, which is why it says 'unknown agreement.'"
"Makes sense," Ms. Hakala remarked. "Who has the agreement?"
"I would expect that Mr. Casavant or the company would have the agreements, or the attorneys," Ms. Herring replied.
"Have you requested these agreements?" Ms. Hakala asked.
"Yes," said Ms. Herring.
Judge Murray intervened with some further questions.
"When you say, 'Mr. Casavant or the company,' it sounds like he is the company," Judge Murray commented. "He has all the files for the company in his home?"
"I'm not sure," Ms. Herring answered. "I'm not clear on that."
"Well, when you ask people, where do they tell you that the files are?" the judge asked.
"'We have that somewhere,'" Ms. Herring replied. "'We have it.' That's what I've been told is, 'We have those documents.'"
"And who tells you this?" Judge Murray queried.
"I've been told that by Mr. Casavant, by Ginger, by James, that these documents are available," Ms. Herring said.
"But Ginger doesn't work there any more; right?" asked Judge Murray.
"That's correct," Ms. Herring replied.
"And James, does he work there?" Judge Murray asked.
"Not to the best of my knowledge, but I believe there's a continued relationship," said Ms. Herring.
"Well who works there?" the judge wanted to know.
"I'm not familiar with who all works at CMKM," Ms. Herring said. "My dealings have been with Mr. Casavant, primarily."
Ms. Hakala returned to her examination, drawing from Ms. Herring that CMKM had no revenues in 2003. She was about to pose a question regarding the 2004 general ledger when Judge Murray stepped in again.
"Well, excuse me," said the judge. "She said there's no revenues, but there's some deposit figures there; right?"
"Correct," Ms. Herring replied.
"Well, isn't that revenue?" the judge asked.
"No," said Ms. Herring.
"What is that?" Judge Murray asked.
"Those, I believe, are all loans to the company from Mr. Casavant," Ms. Herring replied.
Ms. Hakala joined in with a question about why Mr. Casavant loaned substantial amounts to the company, drawing an objection from Mr. Stoecklein about how the accountant would know that.
"I mean, we're speculating here, we're dealing with detailed financial statements," Mr. Stoecklein argued. "I mean, the issue here is, is this company going to get this stuff in order and get it reporting. It isn't the Commission's position to be able to go into this kind of detail."
"Well, I think I disagree," Judge Murray informed Mr. Stoecklein. "If the witness prepared the document, you can ask the witness questions about the document."
The judge went on to ask Ms. Herring whether the deposits under discussion represented loans from Mr. Casavant.
"That is my understanding," Ms. Herring began. "Whether that is -- when I am looking at the bank statements provided by Mr. Casavant, I have money coming in. I have a bank deposit.
"I know from Mr. Casavant that they are not doing anything to generate revenue. I know it's not revenue.
"I know that on occasion Mr. Casavant has lent the company money.
"I do not have loan agreements to support the money coming in.
"Most of that money is -- has been either treated as donated capital to the company without a loan document to support a loan, or it is sitting in a suspense account because I don't know what to do with it at this point."
"Okay," Judge Murray said. "You have an indication there's money, but you haven't got a source or a way to characterize it or sort of put it -- "
"Correct," Ms. Herring replied.
"Okay," Judge Murray said. "All right. Counsel, do you have any objection to those questions?"
"I'll save it for redirect -- or cross, Your Honor," Mr. Stoecklein replied.
Ms. Hakala returned to her direct examination, moving forward to the general ledger for 2004.
"Turning to 2004, the general ledger for 2004, which is, I believe, the last five pages or so, I couldn't find any reference in 2004 to business operations," Ms. Hakala remarked. "Can you show me where that is in the general ledger, please?"
"There is none," Ms. Herring replied.
On further questioning, Ms. Herring testified that the 2004 general ledger did not indicate any income or revenue, nor did it indicate any operational expenses paid out by the company in 2004.
"It appears from this that the general ledger as of December 31st, 2004, lists retained earning of $36,332,718; is that correct?" Ms. Hakala asked.
"That's correct," Ms. Herring replied.
"Where did you get that number?" Ms. Hakala queried.
"From the beginning balance that I used, which was the September 2002 SEC filing from Mr. (David) Coffey," Ms. Herring began. "That was the beginning balances. Posting all the transactions from that point until 12/31/04. And if I am not mistaken, that is just the rollover from the transactions that are recorded."
On further questioning from Ms. Hakala and Judge Murray, Ms. Herring spent a bit more time testifying about how she arrived at a figure of $36.5-million for what she had identified as retained earnings.
"I'm not an accountant, so bear with me, but how can you have retained earnings if you have no earnings?" Ms. Hakala finally asked.
"There's expenses which -- okay," Ms. Herring began. "We won't call it retained earnings. We'll call it accumulated deficit."
"So this is how much money CMKM Diamonds is in the hole?" Ms. Hakala queried.
"Correct," Ms. Herring said.
Judge Murray asked for some more information regarding the $36.5-million that the accountant had now identified as an accumulated deficit.
Ms. Herring said that the figure represented $26-million paid for consulting, $1.4-million for mining supplies, $2-million in financing fees and $468,000 in loan costs.
"And then in 2004, there are no expenses, so the bulk of it is made up in the transactions that were recorded as of December 31st, 2003," Ms. Herring testified, later adding that the beginning accumulated deficit balance from 2002 was $3.4-million.
"Okay," Judge Murray said a short time later. "I think I've got it. I always thought of retained earnings, though, as a positive figure. I don't think I've ever heard of retained earnings as a negative. Am I wrong? It's often a negative?"
Ms. Herring nodded her head affirmatively.
"It is often?" Judge Murray queried.
"Very often a negative," Ms. Herring said. "I would say 90 per cent of my clients have negative retained earnings."
"So that essentially means that, as of the end of 2004, CMKM Diamonds had a deficit of $36-million and change?" Ms. Hakala asked.
"Correct," said Ms. Herring.
Moving to another line of questioning, Ms. Hakala asked whether Ms. Herring or Opus Pointe were qualified to audit CMKM's books and records after they were put together.
Ms. Herring said that she could not audit her own work, so it would have to be sent to an independent auditor.
The accountant went on to testify that she could reconstruct CMKM's books in approximately 30 days, if she received all the documents and information that she needed.
Ms. Hakala subsequently drew a confirmation from Ms. Herring that the incomplete general ledgers for 2002, 2003 and 2004 were the only effort she had been able to make so far to reconstruct CMKM's financial records.
Judge Murray intervened with a final question for Ms. Herring.
"And the reason that that's the only effort is because you're lacking documents from the company; is that right?" Judge Murray asked.
"That's correct," Ms. Herring replied.
Ms. Hakala had no further questions, so Judge Murray invited Mr. Stoecklein to cross-examine the witness.
"Your Honor, we're going to -- since this was our witness, we're going to reserve her until this afternoon," Mr. Stoecklein said.
Mr. Frizzell did not have any questions, either.
With that, the court adjourned for lunch at 1:37 p.m.
Stockwatch will review further CMKM hearing testimony in a following article.
The saga continues.
Comments regarding this article may be sent to lwebb@stockwatch.com.
(More information regarding CMKM Diamonds and associated companies can be found in Stockwatch articles dated Oct. 21, 2003; June 22; Sept. 16 and 24; Oct. 1, 15 and 20, 2004; Feb. 11, 14, 18, 22 and 23; March 1, 3, 4, 7, 14, 15, 16 and 21; and June 6, 8, 9, 10 and 13, 2005.)
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Reader Comments - Comments are open and unmoderated, although libelous remarks may be deleted. Opinions expressed do not necessarily reflect the views of Stockwatch.
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Oh my gawd! If this isn't proof I don't know what is...
Good grief. I wish the SEC godspeed.
Posted by goLEEgo @ 2005-06-14 19:41
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OMG you dont give up you POS. ONCE AGAIN....Lee Webb, you have earned a place in history imo as, bar none, the single worst "journalist" I have ever read.
Posted by Janice Smells @ 2005-06-14 19:49
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Is Mr Casavants office in his house?
"It is my understanding that the office is in Mr. Casavant's house, and I have not felt comfortable going to his house," Ms. Herring said. "No other reason."
this is troubling. IMO.
Posted by HOMER @ 2005-06-14 22:17
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What jade collection?
What is going on over there? lol
This is a three ringed Circus. lol
Can someone post a Press release stating CMKX was close to filing that is dated a few months back? in 2004 lol
Posted by HOMER @ 2005-06-14 23:13
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"Mr. Frizzell did not have any questions."
Did I read correct!!!! Not a single question??? Like: "Where's my clients' money?!?!?" or "Does the HQ fridge belong to UC or CKMX'
Mr Webb, it's no longer a saga. Looks more like comedia del arte! Entertaining to say the least. Keep on!
Posted by Bou_17 @ 2005-06-15 05:08
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The best part of this comedic farce is the bunch of ass-clowns from www.christiantraders.com.
Posted by WWSD (What Would Scooby Doo?) @ 2005-06-15 05:19
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LOL. I love it! Keep right on typing Lee. This scam is going down and it's comical to read the details.
Posted by cmkxsux @ 2005-06-15 07:01
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