Silicon Investor (SI) -- The First Internet Community

STOCKTALK

We've detected that you're using an ad content blocking browser plug-in or feature. Ads provide a critical source of revenue to the continued operation of Silicon Investor. We ask that you disable ad blocking while on Silicon Investor in the best interests of our community. If you are not using an ad blocker but are still receiving this message, make sure your browser's tracking protection is set to the 'standard' level.

Non-Tech : Auric Goldfinger's Short List -- Ignore unavailable to you. Want to Upgrade?

To: SEC-ond-chance who wrote (14498)	2/5/2005 8:52:44 PM
From: StockDung	Respond to of 19428

edumacation.com

To: SEC-ond-chance who wrote (14498)	2/9/2005 11:32:26 PM
From: SEC-ond-chance	Respond to of 19428

Unscrupulous Promoters' new trick........ 11/1/04 Pink Sheets has become increasingly concerned that the salutary unsolicited quote exception in Exchange Act Rule 15c2-11 is being abused by unscrupulous individuals to engage in questionable and possibly fraudulent activities in violation of the federal securities laws. The Rule is intended to enable unaffiliated persons who happen to own an obscure and inactive freely trading security to sell the security in a trading market and for sophisticated investors in inactive securities to find sellers. Unfortunately, we have seen examples that suggest the Rule is being abused by unscrupulous issuers and their promoters to sell securities of new companies into the OTC market in violation of the registration and antifraud requirements of the federal securities laws. Moreover, broker-dealers, who are likely innocent of any wrongdoing, are being used to facilitate these unlawful practices. This unlawful activity has been the subject of recent news articles and resulted in increased regulatory scrutiny. Federal securities laws require an issuer making a public offering of securities to file a registration statement with the Securities and Exchange Commission containing certain disclosures regarding the issuer and its securities. To avoid these requirements, an issuer and its promoters will directly or indirectly cause a broker-dealer to make an unsolicited quotation in the Pink Sheets on their behalf, and then advertise on the Internet that they have “gone public.” Sometimes, the persons selling the securities may have held them for two years, thereby technically complying with the holding period requirements of Rule 144 under the Securities Act. Others have made use of the freely tradable exception for Rule 504 offerings in questionable ways. For some time now, the SEC has taken the view that such offerings and other forms of technical but not substantive compliance may violate the registration requirements of the Securities Act. Broker-dealers who become involved in such illegal offerings may themselves be at risk of being charged with a violation of the Securities Act. Moreover, broker-dealers who participate in these offerings from insiders, affiliates or those acting on behalf of them might be considered “underwriters” and face underwriter’s liability from the persons who purchase securities as a result of their Pink Sheets quotations. For these reasons it is important that Pink Sheets’ broker-dealers implement practices to protect themselves from being unwittingly involved in such activities. Just because a security has been issued a symbol and/or a Cusip does not mean that the issuer has any freely tradable securities. Even if a broker-dealer is confident that a quotation in the Pink Sheets will not involve a violation of the registration requirements of the Securities Act, the quotation may still violate the antifraud requirements of the Exchange Act. Pink Sheet’s counsel has advised that the unsolicited quotation exception to Rule 15c2-11 cannot apply to offers to sell made on behalf of an issuer, any of its affiliates, or a promoter. Adequate current information must be available to the marketplace before such persons can offer and sell securities to the public, regardless of the length of time they have held the securities prior to sale. Our counsel also believes that the purchase and sale of securities by corporate insiders through the use of any quotations advertised in a quotation medium by broker-dealers is “trading on the basis of material nonpublic information” in violation of Exchange Act Rule 10b5-1, unless adequate current information has been made available to the market place. Accordingly, broker-dealers should make sure that the issuer has complied with the current information availability requirement prescribed in Rule 15c2-11 before submitting any quotation that may be on behalf of any affiliate of the issuer or a promoter. To serve the need to make information publicly available, we have created the Pink Sheets News Service as a solution for issuers to make their current information publicly available. Issuers can now easily inform investors by making their information freely available on www.pinksheets.com. By creating a centralized repository for non-reporting issuers to publish their current information, we believe that OTC markets will be vastly improved. We also urge you to consider the risks involved when an issuer’s transfer agent is not registered under the Exchange Act. The transfer agent is an important gatekeeper. You can have no assurance that an unregistered transfer agent will comply with legending of restricted securities, stop transfer and other critical share recordkeeping, issuance, clearing and settlement procedures. Your firm can also become involved in the purchase and sale of invalid instruments, a fraud, not only under the federal securities laws, but the laws of every State. We can supply you with a list of SEC registered transfer agents as of January 2004. Fraudulent activity causes investors to lose confidence in the market. Complaints from victims cause bad publicity and provoke investigations by regulators. Lost confidence and negative news reports are bad for business. Increased regulatory scrutiny is expensive and time-consuming even for the innocent. Prompt action is therefore necessary to protect our marketplace and innocent broker-dealers from these frauds and their undesirable consequences. The enclosed unsolicited quotation form and guidelines are intended to help you evaluate whether the quotation you wish to submit involves a violation of the registration requirements of the Securities Act. In addition, they should help you determine whether the marketplace has sufficient information regarding an issuer and its securities to warrant a quotation representing an unsolicited indication of interest from a customer, when that customer may be related in some way to the issuer. Please note that we are not asking you to affirm the truth of the issuer’s disclosures. We are only asking that you review the information that is publicly available and determine that the disclosures required under our guidelines have been made before submitting a quotation. Of course, if you believe the disclosures are incomplete, false or have no reasonable basis for believing them, you cannot quote the security unless the misstatements are corrected.PINK SHEETS BELIEVES THAT CURTAILING THE IMPROPER USE OF THE UNSOLICITED QUOTE EXEMPTION IS CRITICAL FOR THE PROTECTION OF THE OTC EQUITY MARKET AND ITS BROKER-DEALER PARTICIPANTS. Pink Sheets believes that the first broker-dealer to publish a quote for an issuers securities in the public markets has a responsibility to perform a basic review that the issuer has made adequate current information available and take basic steps to verify that the issuer has freely tradable securities outstanding. As such, Pink Sheets will monitor quotes and may cease to accept any quotes for publication from a subscriber who initiates unsolicited quotations in new securities but consistently fails to determine whether adequate current information is publicly available about the issuer and its securities. Please contact Liz Heese at 212.896.4426 / liz@pinksheets.com or myself at the below number if you have any questions or feedback on how we can better serve you. Very truly yours, R. Cromwell Coulson Chief Executive Officer pinksheets.com

To: SEC-ond-chance who wrote (14498)	3/19/2005 10:17:14 AM
From: SEC-ond-chance	Respond to of 19428

So when can the SEC deregister a pink sheet stock? The SEC can deregister (now pink sheet) CMKM shares because CMKM had filed a registration statement as Casavant Mining Kimberlite International. SEC Suit Against CMKM Diamonds, Inc. Could Sink Company Investigative Reports March 17 2005 CMKM Diamonds, Inc. (Pink Sheets: CMKX) has reached a crossroads. On March 3, 2005, the Securities and Exchange Commission temporarily suspended trading of CMKM's securities for ten days, citing the lack of accurate and complete public information about the Company. At the time, CMKM shares were trading at close to zero. On March 16, 2005, as the temporary suspension was about to expire, the SEC filed an Administrative Proceeding seeking an order suspending or terminating the registration of CMKM’s securities. If granted, the Order could leave CMKM shareholders holding over 700 billion virtually worthless, untradeable shares of common stock. The problem stems from CMKM’s persistent failure to file public information, including audited financial statements. As the SEC points out, CMKM is required to file public reports because its common shares are registered under of the Securities Exchange Act of 1934. That registration was voluntary – but once the Company committed to filing, it was required to continue. Despite this obligation, CMKM has failed to file a Form 10-K Annual Report since May 9, 2002 or a Form 10-Q Quarterly Report since November 18, 2002. CMKM attempted to justify its failure to file by filing a Form 15, on July 23, 2003, claiming that it had only 300 stockholders of record, and therefore was entitled to terminate its reporting obligations. That proved to be untrue. On February 17, 2005, CMKM amended the Form 15, admitting that it actually had 698 stockholders of record at the time of the earlier filing. In the interim, CMKM’s shareholders and prospective investors had been left in the dark. Now the SEC is going to hold a public hearing to verify these facts and, while CMKM will be given an opportunity to defend its conduct, the Commission is seeking to suspend trading of the Company’s securities for at least twelve months, or to terminate it entirely. An initial decision is expected within 120 days. If registration is terminated or suspended, CMKM shareholders will be left holding the bag – or more literally, bags full of shares. The SEC has established a “hotline” for CMKM shareholders, who may be adversely affected if the SEC gets the relief it is seeking. The SEC’s CMKM Diamonds Investor Line can be reached at (323) 965-4519 or by email at cmkmdiamonds@sec.gov. Public shareholders, who may now be the unfortunate victims of CMKM’s failure to comply with the federal securities laws, have 700 billion reasons to dial that phone number.