TODAYS CMKX HUMOR:
Indictment: Wesley Snipes a $12M tax cheat
POSTED: 4:11 p.m. EDT, October 17, 2006
cnn.com
SEC v. BROADBAND WIRELESS INTERNATIONAL CORPORATION, ET AL.
Message 14620001
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"Williams has consulted for and advised people like Wesley Snipes"
Michael Williams
On February 5, 2005, the Company announced that Michael Williams has agreed to join the board of directors. Mr. Williams appointment to the board will become effective upon the finalization of board of directors insurance.
Mr. Williams is currently the chairman of Broadband Wireless International Corp. (OTCBB:BBAN), a member of the board of WorldVuer and the co-founder of EDTV. He has an extensive background in the recording industry. Prior to EDTV he was COO of O2 Entertainment Inc. (an AMEX company). His experience has included the administration and career management of Snoop Doggy Dogg, the Dove Shack, professional athletes and many others. Williams has consulted for and advised people like Wesley Snipes and J Prince on particular matters. He began his executive career at A&M Records under John McClain, Herb Alpert and Jerry Moss, and then moved on to Island Records, signing a $2 million contract as an artist, songwriter and producer under Kevin Fleming and Chris Blackwell. As a hobby, Williams is a co-owner of a prominent record label under WEA (Warner Electric Atlantic) Original Man Entertainment, which currently has artists like Tony Lucca and Ballentine in stores now. He holds a Bachelor of Science in management.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 5, 2004
CMKM DIAMONDS, INC.
(Exact name of registrant as specified in its charter)
Nevada
000-26919
90-0070390
(State of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
5375 Procyon St., Suite 101
Las Vegas, Nevada
89118
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including are code: (877) 752-3755
Casavant Mining Kimberlite International, Inc.
(Former name)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Robert A. Maheu
On January 31, 2005, the Company announced that Robert A. Maheu joined the board of directors and will serve as co-chairman.
Throughout his life, Mr. Maheu and his company Robert A. Maheu Associates served as an advisor to many great men and companies throughout the history of America. Several of the companies Mr. Maheu has assisted are; Westinghouse, World Tankers Inc., Stavros Niarchos, Del E. Webb Corp., Schenley Distributors, United Steel Workers of America, Hughes Tool Co., Hughes Aircraft, Theta-Com of California, Howard R. Hughes, Leisure Industries Ltd., Jayhawk Industries, International Business Associates Inc., Shaheen Resources, MacMillian-Ring Free Oil Co., Pacific Investments, Expo-Tech, Exploration Co. of Louisiana, New Orleans Steamboat Co., Greyhound Exposition Services, Central Intelligence Agency, Global Intelligence Network, Las Vegas Investment Advisors Inc., Paradigm Gaming Systems, Konami Gaming Inc., Sunbelt Communications and Castle Rock Pictures Inc.
Robert Maheu negotiated for the purchase of many Nevada properties on behalf of Howard R. Hughes and the Hughes Tool Company. As a consequence, seven hotel/casinos, one airport and millions of dollars of raw land were acquired. In each case, Mr. Maheu became the Chief Operating Officer. Additionally, Maheu was responsible for the acquisition of an airline. Further, Mr. Maheu represented the Hughes' interests before local, county, state and national regulatory bodies for many years.
A copy of the press release is attached hereto as exhibit 99-1.
Michael Williams
On February 5, 2005, the Company announced that Michael Williams has agreed to join the board of directors. Mr. Williams appointment to the board will become effective upon the finalization of board of directors insurance.
Mr. Williams is currently the chairman of Broadband Wireless International Corp. (OTCBB:BBAN), a member of the board of WorldVuer and the co-founder of EDTV. He has an extensive background in the recording industry. Prior to EDTV he was COO of O2 Entertainment Inc. (an AMEX company). His experience has included the administration and career management of Snoop Doggy Dogg, the Dove Shack, professional athletes and many others. Williams has consulted for and advised people like Wesley Snipes and J Prince on particular matters. He began his executive career at A&M Records under John McClain, Herb Alpert and Jerry Moss, and then moved on to Island Records, signing a $2 million contract as an artist, songwriter and producer under Kevin Fleming and Chris Blackwell. As a hobby, Williams is a co-owner of a prominent record label under WEA (Warner Electric Atlantic) Original Man Entertainment, which currently has artists like Tony Lucca and Ballentine in stores now. He holds a Bachelor of Science in management.
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A copy of the press release is attached hereto as exhibit 99-2.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 5, 2004, the Company changed its name from Casavant Mining Kimberlite International, Inc. to CMKM Diamonds, Inc. The name change was effected through an amendment to the Company's articles of incorporation and approved by the board of directors and by a majority consent of its stockholders. A copy of the certificate of amendment to the articles of incorporation is attached hereto as exhibit 3(i)(a).
On March 1, 2004, the Company's board of directors and a majority of its stockholders, approved the amendment to the articles of incorporation to increase the authorized shares from Two Hundred Billion (200,000,000,000) shares to Five Hundred Billion (500,000,000,000) shares at a par value $0.0001. A copy of the certificate of amendment to the articles of incorporation is attached hereto as exhibit 3(i)(b).
On July 13, 2004, the Company filed a certificate of amendment to the articles of incorporation to correct a typographical error. The Company's original articles of incorporation filed on June 9, 1998 had a stated par value of $0.0001. A subsequent amendment filed on December 26, 2002 and all subsequent amendments which increased the authorized shares mistakenly listed the common par value as $0.001. Article 4 of this certificate of amendment was amended to read, the par value of common shares is $0.0001. A copy of the certificate of amendment to articles of incorporation is attached hereto as exhibit 3(i)(c).
On August 18, 2004, the Company's board of directors and a majority of its stockholders, approved the amendment to the Company's articles of incorporation to increase the authorized shares from Five Hundred Billion (500,000,000,000) shares to Eight Hundred Billion (800,000,000,000) shares at a par value of $0.0001. A copy of the certificate of amendment to articles of incorporation is attached hereto as exhibit 3(i)(d).
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events
UPDATED CORPORATE STRATEGY PRESS RELEASE
On February 11, 2005, the Company announced a corporate strategy plan designed to dramatically and comprehensively transform the Company's internal corporate governance. A copy of the press release is attached hereto as exhibit 99-3.
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REINSTATEMENT OF 34 ACT REPORTING STATUS PRESS RELEASE
On February 17, 2005, the Company announced the reinstatement of its reporting status under the Securities Exchange Act of 1934 through the filing of an amended Form 15. A copy of the press release is attached hereto as exhibit 99-4.
TEMPORARY TRADING SUSPENSION PRESS RELEASE
On March 3, 2005 the SEC announced the temporary trading suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934, of CMKM Diamonds, Inc. (symbol "CMKX"). The suspension started at 9:30 a.m. EST, and will continue through 11:59 p.m., on March 16, 2005. The Company issued a press release on March 4, 2005 commenting on the temporary trading suspension. A copy of the press release is attached hereto as exhibit 99-5.
CLARIFICATION INFORMATION
Contacting of Regulatory Bodies.
The Company has previously asked for investors and stockholders to please refrain from contacting the Company, the SEC, NASD, the Transfer Agent and/or Stoecklein Law Group to allow them to focus on completing necessary corporate disclosure documents. This request was not meant to discourage anyone from contacting the SEC, NASD or any other regulatory body with regards to any matter. The Company encourages its stockholders to comply with all regulatory bodies and if necessary call or contact them at their sole discretion. Further, the SEC has established a CMKM Diamonds Investor Line at the Pacific Regional Office, which can be reached by calling (323) 965-4519 or by email at cmkmdiamonds@sec.gov.
Shares Outstanding and Stockholders of Record.
In the March 4, 2005 press release, the Company disclosed it had 703,518,875,000 shares of common stock issued and outstanding to approximately 2,032 stockholders of record (excluding shares held in "street name").
Several stockholders have raised concern over what the previous statement actually means. The issued and outstanding share number includes all shares of common stock issued and outstanding as of March 4, 2005, including those held by stockholders in their respective brokerage accounts and/or other nominee names.
A stockholder of record is a person/entity that holds an actual certificate for shares of the Company's common stock in its name. Therefore, the Company has 2,032 stockholders that hold certificates in their own name.
"Street name" refers to shares held in a person's/entity's brokerage or other trading account. The majority of these shares are typically shown on stockholder lists as being held in CEDE & CO. The Company is not aware of how many stockholders have shares held in "street name", but the Company's stockholder list as of March 4, 2005 had 407,321,106,308 shares held in CEDE & CO.
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Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit Number
Exhibit Title of Description
3i
Articles of Incorporation
(a)
Certificate of Amendment to Articles of Incorporation filed on February 5, 2004
(b)
Certificate of Amendment to Articles of Incorporation filed on March 1, 2004
(c)
Certificate of Amendment to Articles of Incorporation filed on July 13, 2004
(d)
Certificate of Amendment to Articles of Incorporation filed on August 18, 2004
99-1
Press Release dated January 31, 2005 announcing Robert A. Maheu joining the board of directors as co-chairman.
99-2
Press Release dated February 8, 2005 announcing Michael Williams joining the board of directors upon finalization of the board of director insurance.
99-3
Press Release dated February 11, 2005 announcing update to corporate strategy.
99-4
Press Release dated February 17, 2005 thanking securities counsel for reinstating 34 Act reporting status.
99-5
Press Release dated March 4, 2005 commenting on temporary trading suspension by the SEC.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CMKM DIAMONDS, INC.
By: /s/ Urban Casavant
Urban Casavant,
President and Chief Executive Officer
Date: March 14, 2005
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
FILED C 9852-02
FEB 05 2004
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of Corporation:
Casavant Mining Kimberlite International, Inc.
2. The articles have been amended as follows (provide article numbers, if available):
Article 1 has been amended as follows: The name of the corporation has been changed to
CMKM DIAMONDS, INC.
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the * articles of incorporation have voted in favor of the amendment is: over 51%
4. Effective date of filing (optional):
(must not be later than 90 days after the certificate is filed)
5. Officer Signature (required): /s/ Urban Casavant, President
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit proper fees may cause this filing to be rejected.
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
FILED C 9852-02
MAR 01 2004
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of Corporation:
CMKM DIAMONDS, INC.
2. The articles have been amended as follows (provide article numbers, if available):
The authorized shares are increased form Two Hundred Billion (200,000,000,000) shares to Five Hundred Billion (500,000,000,000) shares at a par value of $0.001
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the * articles of incorporation have voted in favor of the amendment is: 65%
4. Effective date of filing (optional): IMMEDIATE
(must not be later than 90 days after the certificate is filed)
5. Officer Signature (required): /s/ Urban Casavant, President
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit proper fees may cause this filing to be rejected.
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
FILED C 9852-02
JUL 13 2004
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of Corporation:
CMKM DIAMONDS, INC.
2. The articles have been amended as follows (provide article numbers, if available):
Article 4 is amended to correct a type error. The original articles filed the par value as 0.0001. A subsequent amendment on December 26, 2002 and all subsequent filings which increased the authorized shares amount mistakenly lists the common par as 0.001. This is a mistake which must be corrected.
Article 4 is hereby amended and should read the par value of common shares is .0001
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the * articles of incorporation have voted in favor of the amendment is: N/A
4. Effective date of filing (optional):
(must not be later than 90 days after the certificate is filed)
5. Officer Signature (required): /s/ Urban Casavant, President
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit proper fees may cause this filing to be rejected.
DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684-5708
Website: secretaryofstate.biz
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
FILED C 9852-02
JUL 13 2004
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of Corporation:
CMKM DIAMONDS, INC.
2. The articles have been amended as follows (provide article numbers, if available):
The authorized shares of the corporation be increased to Eight Hundred Billion Shares (800,000,000,000) at a par value of $0.0001.
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the * articles of incorporation have voted in favor of the amendment is: August 18, 2004
4. Effective date of filing (optional): Aug 18, 2004
(must not be later than 90 days after the certificate is filed)
5. Officer Signature (required): /s/ Urban Casavant, President
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit proper fees may cause this filing to be rejected.
Robert A. Maheu Joins the Board of Directors of CMKM Diamonds Inc.
LAS VEGAS--(BUSINESS WIRE)--Jan. 31, 2005--CMKM Diamonds Inc. (Pink Sheets: CMKX - News) is pleased to announce that Robert A. Maheu has joined the board of directors of the company. Maheu will serve as the co-chairman of the board of directors and will assist Mr. Casavant in the immediate and long-term objectives of the company.
"In the company's agenda for 2005, it has become paramount to bring in individuals and companies that can make significant contributions to the company. As the company begins to accomplish short-term goals, we decided to bring in an individual who can manifest an atmosphere for success. Mr. Maheu is that man," stated Casavant, chairman of CMKM Diamonds Inc.
Maheu is probably most famous for his role with Howard R. Hughes. Maheu served as the alter ego to Hughes. Maheu negotiated for the purchase of many Nevada properties on behalf of Hughes and the Hughes Tool Co. As a consequence, seven hotel/casinos, one airport and millions of dollars of raw land were acquired. In each case, Maheu became the chief operating officer. Additionally, he was responsible for the acquisition of an airline. He also represented the Hughes' interests before local, county, state and national regulatory bodies for many years. At an earlier time in his life, Maheu served as supervisor of the administrative section of the New York City Federal Bureau of Investigation Office and special assistant to Assistant Director E.J. Connelly, who was in charge of major cases for the entire Federal Bureau of Investigation.
Throughout his life, Maheu and Robert A. Maheu & Associates served as an advisor(s) to many great men and companies throughout the history of America. Westinghouse, World Tankers Inc., Stavros Niarchos, Del E. Webb Corp., Schenley Distributors, United Steel Workers of America, Hughes Tool Co., Hughes Aircraft, Theta-Com of California, Howard R. Hughes, Leisure Industries Ltd., Jayhawk Industries, International Business Associates Inc., Shaheen Resources, MacMillian-Ring Free Oil Co., Pacific Investments, Expo-Tech, Exploration Co. of Louisiana, New Orleans Steamboat Co., Greyhound Exposition Services, Central Intelligence Agency, Global Intelligence Network, Las Vegas Investment Advisors Inc., Paradigm Gaming Systems, Konami Gaming Inc., Sunbelt Communications and Castle Rock Pictures Inc. are some of the companies. To list all of Maheu's accomplishments would turn this brief announcement into a novel.
Casavant and Maheu will together be looking into the company and setting forth exactly what CMKM Diamonds needs to do in order to be successful in its current endeavors. The two look to bring in a president to the company that has successful history in geology and mining of natural resources.
www.casavantmining.com
Safe Harbor Forward-Looking Statements
This release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21B of the Securities Exchange Act of 1934. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical fact and may be "forward-looking" statements. Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated.
Contact:
CMKM Diamonds Inc.
Andrew Hill, 306-752-3755 or 877-752-3755
cmkxir@casavantmining.com
CMKM Diamonds Brings in Another Member to the Board of Directors
LAS VEGAS--(BUSINESS WIRE)--Feb. 8, 2005--CMKM Diamonds Inc. (Pink Sheets: CMKX - News) is pleased to announce that Michael Williams has agreed to join the board of directors of the company. The appointment of Williams is going to accelerate the company's objectives, which shall become effective upon the finalization of the board of directors insurance.
Williams, although younger than the other board members, brings a world of experience to the CMKM team. He is currently the chairman of Broadband Wireless International Corp. (OTCBB:BBAN - News), a member of the board of WorldVuer and the co-founder of EDTV. He has an extensive background in the recording industry. Prior to EDTV he was COO of O2 Entertainment Inc. (an AMEX company). His experience has included the administration and career management of Snoop Doggy Dog, the Dove Shack, professional athletes and many others. Williams has consulted for and advised people like Wesley Snipes and J Prince on particular matters. He began his executive career at A&M Records under John McClain, Herb Alpert and Jerry Moss, and then moved on to Island Records, signing a $2 million contract as an artist, songwriter and producer under Kevin Fleming and Chris Blackwell. As a hobby, Williams is a co-owner of a prominent record label under WEA (Warner Electric Atlantic) Original Man Entertainment, which currently has artists like Tony Lucca and Ballentine in stores now. He holds a Bachelor of Science in management.
"As we continue our agenda for 2005, it was obvious that Mr. Williams could bring a great deal of opportunity, organization and expertise to the company. He is a friend of Mr. Maheu and family members, has already made significant contributions to the company and I welcome him to the board," stated Urban Casavant, chairman.
www.casavantmining.com
Safe Harbor Forward-Looking Statements
This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21B of the Securities Exchange Act of 1934. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements." Forward-looking statements are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated.
Contact:
CMKM Diamonds Inc.
Andrew Hill, 306-752-3755 or 877-752-3755
cmkxir@casavantmining.com
CMKM Diamonds Announces Updated Corporate Strategy
LAS VEGAS--(BUSINESS WIRE)--Feb. 11, 2005--CMKM Diamonds Inc. (Pink Sheets: CMKX - News) today announced a corporate strategy plan designed to dramatically and comprehensively transform CMKX's internal corporate governance. The aggressive plan is being spearheaded by Robert A. Maheu, the recently appointed co-chairman of CMKX.
"Solving problems has been my occupation for many years," said Maheu. He continued, "Tough assignments are not solved by wishful thinking, but rather by tough action." A new team of securities attorneys has been instructed that their prime assignment is to correct any deficiencies of the past and to cooperate fully with regulatory bodies both in Canada and the United States to minimize the possibility of such deficiencies in the future.
Maheu has also instructed management that regular reports to stockholders and the financial community are imperative.
"Today, CMKX is embarking on an aggressive, strategic plan that is intended to transform the entire corporation into a tightly focused mining and development company," said Urban Casavant, president and chief executive officer of CMKX. "It is our intent to use all available resources to generate consistent, long-term growth and profitability for our stockholders."
Additionally, Casavant said, "We shall be recruiting a team of experienced advisors, professionals and management executives. We intend to structure the company for a move to the Over-the-Counter Bulletin Board or an exchange."
Forward-Looking Statements
This press release may contain statements that constitute "forward-looking statements" as defined under U.S. federal securities laws describing the elements of CMKX's strategic plan and the expected impact of such plan on CMKX's operations. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "establish," "project" and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are based on current expectations and assumptions that are subject to certain risks and uncertainties that could cause actual results to differ materially from CMKX's historical experience and its projections. Such forward-looking statements are inherently uncertain, and actual results may differ from those expressed or implied in the forward-looking statements. Consequently, readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date they are made.
CMKX's actual results could differ materially from such forward-looking statements because of factors such as: uncertain regulatory scrutiny; the current state of operations; unavailability of documentation; inability to engage advisors, professionals and/or executive management; unforeseen capital deficiencies; unavailability of insurance; uninsured losses; adverse results in litigation; unanticipated tax liabilities; changes in the mining and metals environment, including actions of competitors; the effectiveness of CMKX's development and drilling programs; regulatory and legal changes; and other risks associated with companies in similar industries. CMKX undertakes no obligation to publicly update or revise any forward-looking statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Contact:
CMKM Diamonds Inc.
Andrew Hill, 306-752-3755 or 877-752-3755
cmkxir@casavantmining.com
CMKM DIAMONDS THANKS NEW SECURITIES COUNSEL FOR REINSTATING 34 ACT REPORTING STATUS.
Las Vegas, NV - February 17, 2004 - CMKM Diamonds, Inc. (Pink Sheets-CMKX) today announced the reinstatement of its reporting status under the Securities Exchange Act of 1934 through the filing of an amended Form 15.
On February 9, 2005, CMKX engaged Stoecklein Law Group, a firm specializing in securities matters, as new securities counsel to assist with the correction of past deficiencies and guide CMKX through its regulatory compliance requirements. "When I joined the board one of my prime assignments was to improve corporate compliance. A prime component was to reinstate reporting status, which was efficiently and expeditiously handled by the Stoecklein Law Group," stated Robert A. Maheu, co-chairman of CMKX.
"On behalf of the Company and its stockholders, we would like to sincerely thank Roger Glenn and his firm for all of their past efforts," stated Urban Casavant, CEO/president of CMKX.
With its reporting requirements now reinstated, CMKX can now file current, quarterly and annual reports with the SEC disclosing vital corporate information to the investing public and its stockholders. However, due to the length of time CMKX has not been reporting there are a substantial number of filings, including financial statement audits, that will need to be made to bring CMKX current in its reporting obligations. Readers of this press release are encouraged to monitor the SEC's EDGAR website (www.sec.gov) for future CMKX filings.
"We are extremely appreciative of Stoecklein Law Group's immediate attention to our needs. I have worked with them in the past and they have always exceeded my expectations," said Maheu.
CMKX is currently working towards completing an audit of its financial statements and the preparation of the necessary SEC filings. Investors and stockholders are being asked to please refrain from contacting the Company or Stoecklein Law Group to allow them to focus on completing the task at hand. All corporate updates will be made in press releases and filed in current reports on Form 8-K as they become available.
Forward-Looking Statements:
This press release may contain statements that constitute "forward-looking statements" as defined under U.S. federal securities laws describing the reinstatement of CMKX's reporting obligations and the expected impact of these obligations on CMKX's operations. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "establish," "project" and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are based on current expectations and assumptions that are subject to certain risks and uncertainties that could cause actual results to differ materially from CMKX's historical experience and its projections. Such forward-looking statements are inherently uncertain, and actual results may differ from those expressed or implied in the forward-looking statements. Consequently, readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date they are made.
CMKX's actual results could differ materially from such forward-looking statements because of factors such as: uncertain regulatory scrutiny; the current state of operations; unavailability of documentation and corporate records; timing necessary to comply with reporting requirements; lack of adequate internal controls; unforeseen capital deficiencies; unavailability of insurance; changes in the mining and metals environment, including actions of competitors; the effectiveness of CMKX's development and drilling programs; regulatory and legal changes; and other risks associated with companies in similar industries. CMKX undertakes no obligation to publicly update or revise any forward-looking statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Contact:
CMKM Diamonds, Inc.
Andrew Hill, 306-752-3755 or 877-752-3755
cmkxir@mail.casavantmining.com
CMKM DIAMONDS COMMENTS ON TEMPORARY TRADING SUSPENSION.
Las Vegas, NV - March 4, 2005 - Commencing at 9:30 a.m. EST yesterday, trading of the common stock of CMKM Diamonds, Inc. (Pink Sheets-CMKX) was temporarily suspended by the Securities and Exchange Commission ("SEC"). This temporary suspension will expire on March 16th at 11:59 p.m. EST and trading in CMKX is anticipated to resume on March 17, 2005.
In its reasoning, the SEC stated it had concerns over the adequacy of publicly available information concerning CMKX's assets and liabilities, mining and other business activities, share structure and stock issuances, and corporate management. Further, the SEC was concerned that CMKX may have unjustifiably relied on a Form S-8, filed in May 2003, to issue unrestricted securities and that CMKX and/or certain of its stockholders may have unjustifiably relied on Rule 144(k) of the 33 Act in conducting an unlawful distribution of its securities that failed to comply with the resale restrictions of Rules 144 and 145 of the Securities Act.
CMKX has been in discussions with the SEC in relation to the SEC's inquiry into another public company that has done business with CMKX. In this process, CMKX has provided the SEC with substantial documentation, much of which spans back to transactions and stock issuances in 2002. It is believed some of the information provided raised concerns with the SEC sufficient enough to cause this temporary suspension of trading. CMKX anticipates a formal request for documents to be issued by the SEC in the near future.
"The SEC did not provide us with any notice of the temporary trading halt," stated Urban Casavant, CEO of CMKX. "This was an unwelcome surprise, especially since our counsel has had ongoing dialogue with the SEC."
According to the SEC's website, www.sec.gov, "The primary mission of the SEC is to protect investors and maintain the integrity of the securities markets." Consistent with this mission, Urban Casavant specifically engaged Robert A. Maheu to assist CMKX in its compliance efforts. "Like the SEC, protecting our investors is a primary concern. We have been aggressively gathering the essential information needed to comply with our public disclosure obligations and anticipate working with the SEC to ensure our compliance with all federal regulations," stated Robert A. Maheu, co-chairman of CMKX.
"We are not letting these regulatory matters impede our primary focus of creating stockholder value through the mining and development of our mineral assets," stated Mr. Maheu. CMKX is continuing to search for additional property claims in Canada and monitor its holdings in Ecuador.
On February 17, 2005, CMKX filed an amended Form 15 to reinstate its reporting obligations under the 34 Act. SEC regulations require CMKX to file, within 60 days after the date of the filing of the amended Form 15, all reports which would have been required had the original Form 15 not been filed. CMKX has not been provided a waiver, "variance" or any other relief by the SEC for complying with the 60 day requirement. In fact, due to the overwhelming number of reports that need to be filed, coupled with the necessary financial statement preparation, CMKX will not be able to comply with the 60 day requirement. Management does not believe the filing of the amended Form 15 had anything to do with the SEC's decision to temporarily suspend trading in its common stock and continues to aggressively do everything within its power to comply with its 34 Act reporting requirements.
With its reporting status reinstated, CMKX anticipates filing a number of significant corporate updates with the SEC in the upcoming weeks on Form 8-K. Investors and stockholders are encouraged to review these forms as they become available through the SEC's EDGAR database.
The SEC's website further discloses, "The laws and rules that govern the securities industry in the United States derive from a simple and straightforward concept: all investors, whether large institutions or private individuals, should have access to certain basic facts about an investment prior to buying it." Urban Casavant, CEO of CMKX, reiterated, "We understand the importance of supplying accurate information to the public and have made it our top priority to uncompromisingly disclose all material corporate information as soon as it becomes available."
Consistent with CMKX's continuing efforts to furnish the investing public and its stockholders with current information and to quell any inaccurate rumors, CMKX has disclosed certain corporate information pertaining to its operations and corporate structure. Of the 800 billion authorized shares of common stock, CMKX currently has 703,518,875,000 shares of common stock issued and outstanding to approximately 2032 stockholders of record (excluding shares held in "street name"). In addition, effective March 1, 2005, CMKX has relocated its executive office address to 5375 Procyon St., Suite 101, Las Vegas, Nevada. Lastly, CMKX's current officer is Urban Casavant (CEO/President/Secretary/Treasurer) and current directors are Urban Casavant and Robert A. Maheu (Michael Williams will join the board of directors upon CMKX's obtainment of D&O insurance).
Investors and stockholders are being asked to please refrain from contacting the Company, the SEC, NASD, the Transfer Agent and/or Stoecklein Law Group to allow them to focus on completing the tasks at hand. All corporate updates will be made in press releases and filed in current reports on Form 8-K as they become available.
CMKX also would like to repeat the SEC's statement of, "At the heart of effective investor protection is an educated and careful investor" and encourage its stockholders and other investors to visit the SEC's website (www.sec.gov), which offers the public a wealth of educational information.
Forward-Looking Statements:
This press release may contain statements that constitute "forward-looking statements" as defined under U.S. federal securities laws describing the reinstatement of CMKX's reporting obligations and the expected impact of these obligations on CMKX's operations. Generally, the words "believe," "expect," "intend," "estimate," "anticipate," "establish," "project" and similar expressions identify forward-looking statements, which generally are not historical in nature. Forward-looking statements are based on current expectations and assumptions that are subject to certain risks and uncertainties that could cause actual results to differ materially from CMKX's historical experience and its projections. Such forward-looking statements are inherently uncertain, and actual results may differ from those expressed or implied in the forward-looking statements. Consequently, readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date they are made.
CMKX's actual results could differ materially from such forward-looking statements because of factors such as: impact of the temporary halt in trading on CMKX's stock price; impact of the halt on CMKX's operations; uncertain further regulatory scrutiny; the current state of operations; unavailability of documentation and corporate records; changes in the number of outstanding shares of common stock and number of stockholders of record; the impact of failing to meet the 60 day filing requirement; timing necessary to comply with reporting requirements; lack of adequate internal controls; unforeseen capital deficiencies; unavailability of insurance; changes in the mining and metals environment, including actions of competitors; the effectiveness of CMKX's development and drilling programs; regulatory and legal changes; and other risks associated with companies in similar industries. CMKX undertakes no obligation to publicly update or revise any forward-looking statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Contact:
CMKM Diamonds, Inc.
Andrew Hill, 306-752-3755 or 877-752-3755
cmkxir@mail.casavantmining.com |
