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Filed On 8/3/99 · SEC Files 0-26919 (10-12G), 0-26919 · Accession Number 938492-99-407This Filing was Corrected by the SEC on 9/8/99.
BY-LAWS
OF
CYBER MARK INTERNATIONAL CORP.
ARTICLE I
Stockholders
Section 1.1 Annual Meetings. An annual meeting of stockholders
shall be held for the election of directors at such date, time and place either
within or without the State of Delaware as may be designated by the Board of
Directors from time to time. Any other proper business may be transacted at the
annual meeting.
Section 1.2 Special Meetings. Special meetings of stockholders
may be called at any time by the Chairman of the Board, the President or the
Board of Directors, to be held at such date, time and place either within or
without the State of Delaware as may be stated in the notice of the meeting.
Section 1.3 Notice of Meetings. Whenever stockholders are
required or permitted to take any action at a meeting, a written notice of the
meeting shall be given which shall state the place, date and hour of the
meeting. In the case of a special meeting, the notice shall also state the
purpose or purposes for which the meeting is called and no other business shall
be transacted at such special meeting. Unless otherwise provided by law, the
written notice of any meeting shall be given not less than ten nor more than
sixty days before the date of the meeting to each stockholder entitled to vote
at such meeting. If mailed, such notice shall be deemed to be given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder's address as it appears on the records of the
Corporation. A failure to give or any defect or irregularity in giving the
notice for an annual meeting shall not affect or invalidate the proceedings of
such annual meeting.
Section 1.4 Adjournments. Any meeting of stockholders, annual
or special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
Section 1.5 Quorum. At each meeting of stockholders, except
where otherwise provided by law or the Certificate of Incorporation or these
By-laws, the holders of a majority of the outstanding shares of each class of
stock entitled to vote at the meeting, present in person or represented by
proxy, shall constitute a quorum. For purposes of the foregoing, two or more
classes or series of stock shall be considered a single class if the holders
thereof are entitled to vote together as a single class at the meeting. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided by Section 1.4 of these
By-laws until a quorum shall attend. Shares of its own capital stock belonging
on the record date for the meeting to the Corporation or to another corporation,
if a majority of the shares entitled to vote in the election of directors of
such other corporation is held, directly or indirectly, by the Corporation,
shall neither be entitled to vote nor be counted for quorum purposes;
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provided, however, that the foregoing shall not limit the right of the
Corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.
Section 1.6 Organization. Meetings of stockholders shall be
presided over by the Chairman of the Board or in the absence of the Chairman of
the Board, by the President, or in the absence of the President by a Vice
President, or in the absence of the foregoing persons by a chairman designated
by the Board of Directors, or in the absence of such designation, by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, or
in the absence of the secretary by an Assistant Secretary, or in their absence
the Chairman of the meeting may appoint any person to act as secretary of the
meeting.
Section 1.7 Voting; Proxies. Unless otherwise provided in the
Certificate of Incorporation, each stockholder entitled to vote at any meeting
of stockholders shall be entitled to one vote for each share of stock held by
such stockholder which has voting power upon the matter in question. Each
stockholder entitled to vote at a meeting of stockholders may authorize another
person or persons to act for such stockholder by proxy, but no such proxy shall
be voted or acted upon after three years from this date, unless the proxy
provides for a longer period. A duly executed proxy shall be irrevocable if it
states that it is irrevocable and if, and only as long as, it is coupled with an
interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or another duly
executed proxy bearing a later date with the Secretary of the Corporation.
Voting at meetings of stockholders need not be by written ballot and need not be
conducted by inspectors unless the chairman of such meeting shall so determine.
At all meetings of stockholders for the election of directors, a plurality of
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the votes cast shall be sufficient to elect. With respect to other matters,
unless otherwise provided by law or by the Certificate of Incorporation or these
By-laws, the affirmative vote of the holders of a majority of the shares of all
classes of stock present in person or represented by proxy at the meeting and
entitled to vote on the subject matter shall be the act of the stockholders.
Where a separate vote by class is required, the affirmative vote of the holders
of a majority of the shares of each class present in person or represented by
proxy at the meeting shall be the act of such class, except as otherwise
provided by law or by the Certificate of Incorporation or these By-laws.
Section 1.8 Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. If no record date is fixed:
(1) the record date for determining stockholders entitled to notice of or to
vote at a meeting of stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; and (2) the record date for determining stockholders for any other purpose
shall be at the close of business on the date on which the Board adopts the
resolution relating thereto. A determination of stockholders or record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
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adjournment of the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.
Section 1.9 List of Stockholders Entitled to Vote. The
Secretary shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the meeting, during the whole time
thereof, and may be inspected by any stockholder who is present.
ARTICLE II
Board of Directors
Section 2.1 Powers; Number; Qualifications. The business and
affairs of the Corporation shall be managed by or under the director of the
Board of Directors, except as may be otherwise provided by law or in the
Certificate of Incorporation. The Board shall consist of one or more members,
the number thereof to be determined from time to time by the Board.
Section 2.2 Election; Term of Office; Resignation; Removal;
Vacancies. Each director shall hold office until the annual meeting of
stockholders next succeeding his or her election and until his or her successor
is elected and qualified or until his or her earlier resignation or removal. Any
director may resign at any time upon written notice to the Board of Directors,
the
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Chairman of the Board or the Secretary of the Corporation. Such resignation
shall take effect at the time specified therein, and unless otherwise specified
therein no acceptance of such resignation shall be necessary to make it
effective. A director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of the shares then entitled to vote
at an election of directors. Whenever the holders of any class or series of
stock are entitled to elect one or more directors by the provisions of the
Certificate of Incorporation, the provisions of the preceding sentence shall
apply, in respect to the removal without cause of the director or directors so
elected, to the vote of the holders of the outstanding shares of that class or
series and not to the vote of the outstanding shares as a whole. Unless
otherwise provided in the Certificate of Incorporation or these By-laws,
vacancies and newly created directorships resulting from any increase in the
authorized number of directors elected by all of the stockholders having the
right to vote as a single class or from any other cause may be filled by a
majority of the directors then in office, although less than a quorum, or by the
sole remaining director. Whenever the holders of any class or classes of stock
or series thereof are entitled to elect one or more directors by the provisions
of the Certificate of Incorporation, vacancies and newly created directorships
of such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by the
sole remaining director so elected.
Section 2.3 Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board may from time to time determine, and if so determined
notice thereof need not be given.
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Section 2.4 Special Meetings. Special meetings of the Board
of Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board and Chief Executive
Officer, by the Executive Committee of the Board, or by any three directors or
the entire Board of Directors. At least two days prior written notice thereof
shall be given by the person or persons calling the meeting.
Section 2.5 Participation in Meetings by Conference Telephone
Permitted. Unless otherwise restricted by the Certificate of Incorporation or
these By-laws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors
or of such committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
Bylaw shall constitute presence in person at such meeting.
Section 2.6 Quorum; Vote Required for Action. At all meetings
of the Board of Directors, a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business. The vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors unless the Certificate of Incorporation or these
By-laws shall require a vote of a greater number. In case at any meeting of the
Board of Directors a quorum shall not be present, the members of the Board of
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Directors present may adjourn the meeting from time to time until a quorum shall
attend.
Section 2.7 Organization. Meetings of the Board of Directors
shall be presided over by the Chairman of the Board, or in his or her absence by
a chairman chosen at the meeting. The Secretary, or in the absence of the
Secretary an Assistant Secretary, shall act as secretary of the meeting, but in
the absence of the Secretary and any Assistant Secretary the chairman of the
meeting may appoint any person to act as secretary of the meeting.
Section 2.8 Annual Meeting. The Board of Directors shall meet
at such time and place as shall be determined by the Chairman of the Board, on
the day of the annual meeting of stockholders, or as soon as practicable
thereafter, to elect the officers of the Corporation for the ensuing year. The
Board of Directors shall also elect the members of the several committees
provided for by these By-laws. Such meeting shall be the Annual Meeting and
shall be a regular meeting of the Board of Directors for the transaction of
business.
Section 2.9 Compensation. Each member of the Board of
Directors who is not a salaried officer of the Corporation or of any subsidiary
of the Corporation, may be paid such fees, retainers and other compensation, if
any, as shall be fixed by the Board of Directors, in addition to transportation
and other expenses actually incurred by the directors in attending special or
regular meetings of the Board of Directors or of any committee of which the
director is a member.
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Section 2.10 Action by Directors Without a Meeting. Unless
otherwise restricted by the Certificate of Incorporation or these By-laws, any
action required or permitted to be taken at any meeting of the Board of
Directors, or of any committee thereof, may be taken without a meeting if all
members of the Board or of such committee, as the case may be, consent thereto
in writing, and the writing or writings are filed with the minutes of
proceedings of the Board of Directors or committee.
ARTICLE III
Committees of the Board of Directors
Section 3.1 Establishment of Committees. The following
committees are hereby established as committees of the Board of Directors:
(a) Executive Committee
(b) Audit Committee
(c) Nominating Committee
The Board of Directors shall elect members of such committees only from this own
members. The Board of Directors shall determine the number of members of each
committee and may increase or decrease that number from time to time; provided
that the number of members of each committee shall not be less than the number
hereinafter provided in this Article III. The Board of Directors may remove
members form any committee and fill vacancies in membership. Each committee
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shall have such authority as shall be delegated to it by the Board of Directors
from time to time and the authority to determine its own rules of procedure, the
time and place of its meetings and the kind, time, and contents of notice of
meetings to be given to its members. No committee shall have the power or
authority in reference to amending the Certificate of Incorporation (except that
a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of Directors,
fix any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of assets of the Corporation or the
conversion into, or the exchange of such shares for, shares of any other class
or classes or any other series of the same or any other class or classes of
stock of the Corporation), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
removing or indemnifying directors or amending the By-laws of the Corporation;
and, unless the resolution, By-laws, or Certificate of Incorporation expressly
so provide, no committee shall have the power or authority to declare a dividend
or to authorize the issuance of stock.
...Flying Moose(cmkx-treme)
__________________
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PART II--
Section 3.2 The Executive Committee. The Executive Committee
shall consist of at least three members, a majority of whom shall be persons who
are not officers or employees of the Corporation. The Executive Committee shall
meet on call, when required, to act during the intervals between meetings of the
Board of Directors with a quorum of not less than three members. Subject to the
limitations set forth in Section 3.1, the Executive Committee shall have and may
exercise all of the authority of the Board of Directors in the management of the
business of the Corporation, except for: (a) those powers which are to be
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exercised only with the approval of other committees, as provided in the By-laws
or by the Board of Directors; and (b) the filling of vacancies in the Board of
Directors or in any committee.
The Chairman of the Board shall be the Chairman of the
Executive Committee and the Board of Directors may designate a Vice-Chairman.
The Executive Committee may itself elect a Secretary to keep minutes of its
meetings and, from time to time, if it so desires, may name a member to act as
Secretary and keep the minutes of a particular meeting. the Executive Committee
may fill vacancies among the officers of the Corporation, but any officer
appointed by the Executive Committee may be removed by the Board of Directors.
All actions taken by the Executive Committee shall be reported to the Board of
Directors at the meeting of the Board of Directors following such actions.
Section 3.3 The Audit Committee. The Audit Committee shall
consist of at least two members. The membership of the Audit Committee shall
include either one person, if the Audit Committee is two persons, or a majority
of persons, if the Audit Committee is more than two persons, who are not
officers or relatives of principal executive officers, employees, and
consultants compensated on a continuing basis by the Corporation.
The Audit Committee shall periodically review with the General
Auditor and with the independent accountants the scope of the auditing
procedures and the policies relating to internal accounting procedures and
controls of the Corporation and its subsidiaries and shall make recommendations
to management in relation thereto. The Audit Committee shall review the public
financial statements of the Corporation with the Comptroller and may call upon
the Comptroller for such other reports and discussions as the Audit committee
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may consider desirable. The Audit Committee shall review each annual report on
the consolidated financial statements submitted by the independent accountants
and may call upon them for such other reports and discussions as the Audit
Committee may consider desirable. The Audit Committee shall report its findings,
recommendations and conclusions to the Board of Directors at least once each
year.
The Audit Committee shall consult with management and
recommend to the Board of Directors the independent accountants to be nominated
for appointment by the shareholders each year, and upon appointment, the
independent accountants shall have direct access to the Committee.
Section 3.4 Nominating Committee. The Nominating Committee
shall consist of at least two members. The Nominating Committee shall review and
make recommendations to the Board of Directors with respect to candidates or
directors of the Corporation, review appointments of directors to committees of
the Board of Directors and review and recommend the scope of activities to be
undertaken by the committees of the Board of Directors.
Section 3.5 Other Committees. The Board of Directors may also
appoint other committees from time to time composed wholly of members of the
Board of Directors and may confer such powers upon each of such committees as
the Board of Directors may desire.
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ARTICLE IV
Officers
Section 4.1 Election of Officers. The Board of Directors shall
elect at the Annual Meeting a President, one or more Vice Presidents, a
Secretary, and a Treasurer. The Board of Directors may elect a Chairman of the
Board (who shall be a member of the Board of Directors). The Board of Directors
may also elect or appoint a Comptroller Assistant Secretaries, Assistant
Treasurers, Assistant Comptrollers, and such other officers or agents as the
Board of Directors shall determine necessary or desirable.
Section 4.2 Term of Officer; Resignation; Removal; Vacancies.
Except as otherwise provided in the resolution of the Board of Directors
electing any officer, each officer shall hold office until the Annual Meeting of
the Board of Directors after the annual meeting of stockholders next succeeding
his or her election, and until his or her successor is elected and qualified or
until his or her earlier resignation or removal. Any officer may resign at any
time upon written notice to the Board of Directors or to the President or the
Secretary of the Corporation. Such resignation shall take effect at the time
specified therein, and unless otherwise specified therein no acceptance of such
resignation shall be necessary to make it effective. The Board of Directors may
remove any officer with or without cause at any time. Any such removal shall be
without prejudice to the contractual rights of such officer, if any, with the
Corporation, but the election of an officer, if any, with the Corporation, but
the election of an officer shall not of itself create contractual rights. Any
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise may be filled for the unexpired portion of the term by the
Board of Directors at any regular or special meeting.
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Section 4.3 The Chairman of the Board. The Chairman of the
Board shall preside at all meetings of the Board of Directors.
Section 4.4 The President. The President shall have authority
to execute all contracts and agreements authorized by the Board of Directors and
shall perform such other duties and have other responsibilities and authorities
as shall be prescribed from time to time by the Board of Directors, including
but, not limited to the following:
(a) have general supervision of the entire business of
the Corporation, subject to the control of the Board
of Directors;
(b) have general supervision over the officers of the
Corporation and shall prescribe the duties to be
performed by them in addition to those prescribed by
these By-laws or by the Board of Directors;
(c) see that all orders and resolutions of the Board of
Directors are carried into effect;
(d) from time to time report to the Board of Directors
all matters which the interests of the Corporation
may require to be brought to their notice; and
(e) have the general powers and duties of supervision and
management usually vested in the President of a
corporation.
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Section 4.5 The Vice Presidents. The Vice Presidents shall
have authority to execute contracts and agreements authorized by the board of
Directors and shall perform such other duties and have other responsibilities
and authorities as shall be prescribed from time to time by the Board of
Directors. Any Vice President may be designated by the Board of Directors or by
the Chairman of the Board and Chief Executive Officer as an Executive Vice
President, a Senior Vice President or an Administrative Vice President.
Section 4.6 The Secretary. The Secretary shall give notice of
all meetings of the stockholders and the Board of Directors and shall record all
votes and proceedings of the stockholders and the Board of Directors in a minute
book kept for that purpose. The Secretary shall have custody of the seal of the
Corporation and shall affix it to any instrument requiring the same. The
Secretary shall perform such other duties and have such other responsibilities
and authorities as shall be prescribed form time to time by the Board of
Directors.
Section 4.7 The Assistant Secretaries. The assistant
Secretaries shall be vested, under the supervision of the Secretary, with all of
the powers of the Secretary and shall, in the absence of the Secretary, perform
all duties of the Secretary required to be performed.
Section 4.8 The Treasurer. The Treasurer shall:
(a) select, subject to change by the Board of Directors,
financially sound depositories in which shall be
deposited all monies and other valuable effects of
the Corporation;
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(b) be responsible for the investment and reinvestment of
funds of the Corporation in accordance with general
investment policies determined from time to time by
the Corporation;
(c) see that the Corporation is adequately insured
against liability and that its properties are
adequately insured against loss or destruction and
administer such programs for insurance and
self-insurance as may from time to time be approved
by the Corporation;
(d) disburse the funds of the Corporation in the regular
conduct of the Corporation's business or as may be
ordered by the Board of Directors;
(e) ensure that the Corporation is adequately funded at
all times, arranging at the direction of the Board of
Directors, for issuance of debt, equity and other
forms of securities which may be necessary or
appropriate;
(f) keep full and accurate books of account;
(g) furnish to the Corporation a fidelity bond in a sum
and containing provisions as the Board of Directors
may require, if at all;
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(h) keep the accounts of stock registered and transferred
in a form and manner and under such regulations as
the Board of Directors may prescribe; and
(i) perform other duties and shall have other
responsibilities and authorities as prescribed form
time to time by the Board of Directors.
Section 4.9 The Assistant Treasurers. The Assistant Treasurers
shall be vested, under the supervision of the Treasurer, with all of the powers
of the Treasurer and shall, in the absence of the Treasurer, perform all duties
of the Treasurer required to be performed. When required by the Board of
Directors, each Assistant Treasurer shall furnish to the Corporation a bond in
an amount and with such conditions as may be satisfactory to the Board of
Directors.
Section 4.10 The Comptroller. The Comptroller shall:
(a) keep full and accurate books of account of all
assets, liabilities, and business transactions of the
Corporation and supervise preparation of the budgets
and adherence to them by the departments of the
Corporation;
(b) establish and maintain such other controls as may be
necessary or desirable to assure adequate protection
of the assets of the Corporation;
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(c) have administrative supervision over credit matters
in consultation with the various officers and
department heads concerned with sales on credit
terms; and
(d) perform such other duties and have such other
responsibilities and authorities as shall be
prescribed from time to time by the Board of
Directors.
Section 4.11 The Assistant Comptrollers. The Assistant
Comptrollers shall be vested, under the supervision of the Comptroller, with all
of the powers of the Comptroller and shall, in the absence of the Comptroller,
perform all duties of the Comptroller required to be performed.
Section 4.12 Other Officers. The other officers, if any, of
the Corporation shall have such powers and duties in the management of the
Corporation as shall be stated in a resolution of the Board of Directors which
is not inconsistent with these By-laws and, to the extent not so stated, as
generally pertain to their respective offices, subject to the control of the
Board of Directors. The Board of Directors may require any officer, agent or
employee to give security for the faithful performance of his or her duties.
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ARTICLE V
Stock
Section 5.1 Certificates. Every holder of stock of the
Corporation shall be entitled to have such shares of stock represented by share
certificates, which shall be numbered and entered in the records of the
Corporation as they are issued. Such share certificates shall state that the
Corporation is organized under the laws of the State of Delaware, the name of
the registered owner represented thereby the number and class of shares, and the
designation of the series, if any, which the certificate represents and the par
value of each share represented, or a statement that the shares are without par
value. Every share certificate shall be signed by the Chairman of the Board, the
President or a Vice President and by the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary, and sealed with the corporate seal,
which may be a facsimile, engraved or printed, but where such certificate is
signed by a transfer agent or a registrar, the signature of any such officer
upon such certificate may be a facsimile, engraved or printed. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if such person were such officer,
transfer agent or registrar at the date of issue.
Section 5.2 Lost, Stolen or Destroyed Stock Certificates;
Issuance of New Certificates. The Corporation may issue a new certificate of
stock in the place of any certificate theretofore issued by it, alleged to have
been lost, stolen or destroyed, and the Corporation may require the owner of the
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lost, stolen or destroyed certificate, or such owner's legal representative, to
give the Corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.
Section 5.3 Owners of Shares. The Corporation shall be
entitled to treat the holder of record of any share or shares of the Corporation
as the holder and owner in fact for all purposes. The Corporation shall not be
bound to recognize any equitable or other claim to or right, title or interest
in such shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise expressly provided by law.
Section 5.4 Registrar. The Board of Directors or Executive
Committee of the Board may appoint a registrar or registrars to record the
transfer of the Corporation's shares, and so long as the appointment of such
registrar or registrars shall be in effect, no certificate for shares issued
pursuant to Section 5.1 hereof shall be binding upon the Corporation or have any
validity unless countersigned by such registrar or one of such registrars.
Section 5.5 Transfer Agents. Transfers of shares shall be made
only upon the books of the Corporation by the holder in person or by power of
attorney duly executed and filed with the Treasurer, and on surrender of the
certificate or certificates for such shares; but the Board of Directors or
Executive Committee of the Board may appoint one or more suitable banks or trust
companies or agents to effect transfers of shares under such regulations as the
Board of Directors may form time to time prescribe.
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Section 5.6 Dividends. Except as otherwise provided by law,
dividends may be declared by the Board of Directors from time to time in cash or
property and shall be payable at such times as the Board of Directors may
determine.
ARTICLE VI
Indemnification
Section 6.1 Indemnification of Directors, Officers and
Employees. The Corporation shall indemnify to the full extent authorized by law
any person made or threatened to be made a party to any action, suit or
proceeding, whether criminal, civil, administrative or investigative, by reason
of the fact that such person or such person's testator or intestate is or was a
director, officer or employee of the Corporation or serves or served at the
request of the Corporation any other enterprise as a director, officer or
employee. For purposes of this By-law, the term "other enterprise" shall
include, but not be limited to, any corporation, limited liability company,
partnership, joint venture, trust or employee benefit plan; service "at the
request of the Corporation" shall include, but not be limited to, service as a
director, officer or employee of the Corporation which imposes duties on, or
involves services by, such director, officer or employee with respect to an
employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan shall be deemed to
be indemnifyable expenses; and action by a person with respect to an employee
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benefit plan which such person reasonably believes to be in the interest of the
participants and beneficiaries of such plan shall be deemed to be action not
opposed to the best interests of the Corporation.
Section 6.2 Advance Payments. Expenses incurred by an officer
or director in defending a civil or criminal action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of such director or officer to repay
such amount unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this Article VI. Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.
Section 6.3 Non-Exclusivity. The indemnification provided by
this Article VI shall not be deemed exclusive of any rights to which those
seeking indemnification may be entitled under any By-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.
Section 6.4 Reliance on Provisions. Each person who shall act
as a director, officer, employee or agent of the Corporation shall be deemed to
be doing so in reliance upon the rights of indemnification provided by this
Article VI.
22
ARTICLE VII
Miscellaneous
Section 7.1 Fiscal Year. The fiscal year of the Corporation
shall be determined by the Board of Directors.
Section 7.2 Seal. The Corporation may have a corporate seal
which shall have the name of the Corporation inscribed thereon and shall be in
such form as may be approved from time to time by the Board of Directors. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.
Section 7.3 Waiver of Notice of Meetings of Stockholders,
Directors and Committees. Whenever notice is required to be given by law or
under any provision of the Certificate of Incorporation or these By-laws, a
written waiver thereof, signed by the person entitled to notice, whether before
or after the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of notice of such
meeting, except when the person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
stockholders, directors, or members of a committee of directors need be
specified in any written waiver of notice unless so required by the Certificate
of Incorporation or these By-laws.
23
| EX-3.2 | Last Page of 24 | TOC | 1st | Previous | Next | Bottom | Just 24th |
|---|
Section 7.4 Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.
Section 7.5 Amendment of By-Laws. These By-laws may be amended
or repealed, and new by-laws adopted, by the Board of Directors, but the
stockholders entitled to vote may adopt additional by-laws and may amend or
repeal any by-law whether or not adopted by them.
Section 7.6 Contributions. The Corporation shall have the
power to make contributions and donations for the public welfare or for
religious, charitable, scientific or educational purposes.
Section 7.7 Governing Law. Reference to "law" in these
By-laws shall mean the laws of the State of Delaware.
http://www.secinfo.com/dSkfj.6Cx.c.htm
...Flying Moose(cmkx-treme)
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 Author | Topic: A compilation of Naked Shorts by Bill Frizzell (Read 102 times) | imSINGLEruRICH
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|  | A compilation of Naked Shorts by Bill Frizzell
« Thread Started on Today at 10:41am » | ![<div]() Quote: src="http://s3.images.proboards.com/buttons/quote.gif" border=0> |
From the Clubhouse....
Mr. Casey Rybeck
Administrator
A compilation of Naked Shorts by Bill Frizzell
« Thread Started Yesterday at 9:21pm »
I just compiled some of the Owners Groups Documents from 2005
before the OIP up to the Tyler Tea Party.
I encourage you to read all of this and then ask yourself what happened...You will be scratching your heads..IMO.
Payoff?
Sweeping under the rug?
It get's better as you read on.
4/25/05
Greetings Group,
I would like to report on my meetings in Las Vegas last week. I met with Don Stoecklein and others in his office. Don is representing CMKM Diamonds, Inc. in the SEC proceeding. I had the pleasure of meeting Urban Casavant, Carolyn Casavant, Ron Casavant, Mike Williams, and Ed Dhonau. Anthony Demint, with Mr. Stoecklein’s office, was present during most of the meetings. There were other individuals present at different times during the day. Mr. Maheu was out of town and unavailable.
Don Stoecklein is spending long hours preparing for the hearing and guiding the work being done to have the proper financials filed. We have reviewed over 1200 pages of documents which were contained in the SEC’s administrative file. Witness lists and exhibit lists have been exchanged. We mutually agreed upon the terms of a confidentiality agreement. There is certain information which could only be disclosed to me with this confidentiality agreement in place. This was discussed prior to my visit to Las Vegas and was not unexpected. I must be privy to certain information to be able to be an effective advocate for our shareholders.
Date: Tue, 3 May 2005 17:57:04 -0700
s of today, I have been provided over 4,000 pages of documents and exhibits. The company has received an updated NOBO list. The hard copy is voluminous. There have been many motions and responses from all parties. There have been subpoenas and witness lists and amendments to most of them. I have prepared trial briefs on several critical legal issues that may come up. I have discussions with at least four different lawyers on a daily basis. I have posted ONLY those items that I felt might be of interest to you. I will continue to do so. I remain committed to a confidentiality agreement as to certain items.
read on!
Subject: URGENT!!
From: jmartin@cmkxownersgroup.com
Date: Thu, 5 May 2005 18:04:19 -0700
Preliminary Share Numbers: Our initial reports from our group indicate ownership of over 210 billion shares of company stock and we are working on reports from 4,000 shareholders. The OBO and NOBO lists received today from the Company prove that nearly 60,000 accounts/shareholders exist in this stock. We have evidence that this number is far short of the actual number of shareholders. We need your help to prove the shares that have been sold in your company stock.
From: jmartin@cmkxownersgroup.com
Date: Wed, 11 May 2005 17:58:25 -0700
An interesting letter has surfaced in the investigation that we are doing into naked shorting of company stock. I am seeking agreements of the parties to post a copy of that letter. Please remember that I am under a strictly worded confidentiality agreement.
Mr. Stoecklein had discussed the issue with her prior to the hearing and a meeting was tentatively set while we were all in town for the hearing to discuss the issues of naked shorting. Mr. Maheu, Anthony Demint, Mike Williams, Don Stoecklein and I met at the offices of the SEC this morning. We visited with Ms. Hakala, Mr. Glynn and the regional supervisor. The meeting lasted two hours. There was a full discussion of the issue of naked shorts with the enforcement attorneys.
From: jmartin@cmkxownersgroup.com
Date: Tue, 17 May 2005 06:04:23 -0700
This request is being made on behalf of 5,050 shareholders of CMKX stock. These shareholders own over 300 billion shares of common stock. This number does not include shareholders who possess certificates of ownership. A current NOBO/OBO list has confirmed that there exists a minimum of 59,669 accounts in various firms with holdings of CMKX. A December 2004 certificate detail report from the transfer agent states that 2033 people hold certificates of ownership. Those certificates represent 326 billion shares being held by individuals other than Cede and Co. By these numbers 626 billion shares are owned by only 7,083 shareholders. The company states that 703 billion shares are issued and outstanding. The CMKX shareholders that own the balance of the 59,669 accounts (an estimated 50,000) are confirmed owners of the remaining of the outstanding stock. I trust you can understand our need for the information requested in this document. I will be glad to provide you with documentation of my group’s share ownership upon your request.
From: jmartin@cmkxownersgroup.com
Date: Thu, 2 Jun 2005 15:48:30 -0700
I should have an inquiry letter out to TD Waterhouse Canada tomorrow. The letter will be self explanatory. This will be sent to you via another update. Mr. Stoecklein is back in the country. We spoke at length today. I have explained the concerns over the drilling report submitted with the 8K. Mr. Stoecklein has assured us that his office filed with Edgar the entire report he was given. The mystery of the missing Table 1 still looms. He knows our concerns and plans to visit with the individual that sent the drilling report to his law firm. We will get back with more information once we have received it.
From: jmartin@cmkxownersgroup.com
Date: Fri, 3 Jun 2005 15:59:02 -0700
We sent out over 1,000 letters today. I have decided not to disclose our share count on a regular basis because the count changes significantly sometimes by the hour. You can rest assured I am pleased with the results of our work so far. There are also strategic reasons for not making our numbers public.
From: jmartin@cmkxownersgroup.com
Date: Thu, 9 Jun 2005 14:28:27 -0700
We have received a total rejection of the FOIA request which was made through the SEC. I am preparing an appeal of that request as provided by statute. It is necessary to pursue all administrative remedies before filing suit. I should have the appeal finished tomorrow and will post it along with the rejection letter.
From: jmartin@cmkxownersgroup.com
Date: Mon, 27 Jun 2005 16:21:22 -0700
I have received questions from many shareholders demanding to know why the Judge has not acted on our evidence. Please understand that our proof of a naked short is compelling but there is significant resistance to our evidence.
A meeting has been agreed to with an official on the Senate Banking Committee staff for this coming Friday (7-1-05) in Washington, D.C. I look forward to presenting our evidence on Friday.
From: jmartin@cmkxownersgroup.com
Date: Tue, 28 Jun 2005 15:08:27 -0700
I have presented a Motion to Judge Murray requesting her permission to allow us to file our evidence which proves significant naked shorting of our stock.
If she grants it, we are prepared to file the CD containing copies of all of our summaries and all other accompanying exhibits. You can see that I have requested confidential treatment of our evidence. The Court will likewise make a ruling on that request if she allows us to offer our evidence.
From: jmartin@cmkxownersgroup.com
Date: Thu, 30 Jun 2005 15:26:37 -0700
Bill has called in about his meeting today with Senator Sarbanes office, and I wanted to at least let you know a few things that went on before he returns and brings you all up to date more thoroughly.
The meeting took place at 2:30 eastern time, with Senator Sarbanes Chief Council Steve Harris. From what I understand, Mr. Harris is the director of the Senate Banking Committee. Also present was Senator Sarbanes Legislative aid Dean Shahinian. Judi Behrens a CMKX shareholder, who set up the meeting, was also present. The meeting was to be held tomorrow initially, but was bumped up to today due to business on the Hill. Bill scrambled to the airport in Dallas on short notice very early this morning and went on standby in order to catch an earlier flight. Fortunately he arrived a few hours before the appointment.
Bill said that Mr. Harris asked very good questions, and was very knowledgeable about the issue. Mr. Harris knows there is a problem, and requested that Bill begin to funnel information to him. He also requested that we begin to involve the main stream media as much as possible.
From: jmartin@cmkxownersgroup.com
Date: Wed, 6 Jul 2005 08:17:45 -0700
The court has entered an order striking the portions of my brief referring to naked short selling. Her ruling denies the admission of SH Exhibit 1. It is apparent she will not consider our evidence of naked shorting in her ruling. I will have this order posted this afternoon.
We are continuing to gather shareholder statements and adding the numbers to our total. This remains critical evidence as I meet with other parties (mostly politician types and law enforcement types). I have met formally with a non local office of the FBI. A meeting with the Department of Justice is being arranged.
Bill said the door of communication is wide open, and that he is very positive about the entire meeting. He had the opportunity to go through very carefully, all of our evidence of Naked Shorting.
From: jmartin@cmkxownersgroup.com
Date: Tue, 12 Jul 2005 18:20:59 -0700
Where Do We Go From Here?
Folks, we took a risk (admittedly seems a bit larger than we thought at the time) when we bought this stock. We have watched this stock plummet to the bottom and now we have an initial order of revocation to overcome. The facts still remain-if the company has the goods and if the company gets these financials filed, there remains some significant gain to be made. John has told me that a few of his friends have sent him farewell notes. People speak of losing all of their investment and writing things off. This is music to the ears of the market makers and brokerage houses that have mountains of electronic markers backed by your hard earned dollars.
Hell folks, the stock is virtually worthless (.00008) as it is. Hang in there and lets fight these crooks. Penny stock investors always walk away. They do not usually have large investments in these stocks. That’s what convinces the short sellers that easy money is to be made when there is a mountain of outstanding stock and the SEC is coming down on management. Lets be different. Watch these people with the big short positions snatch up these shares (real shares) as people give up. In Texas you hear the old saying “When you always do what you always done, you always get what you always got.” Lets be different.
From: jmartin@cmkxownersgroup.com
Date: Fri, 22 Jul 2005 12:46:25 -0700
Naked Shorting
We have proven without question that certain parties have sold CMKX when such stock was not available. Our proof indicates to me there are at least a trillion shares outstanding and possibly as much as two or three trillion shares. We are making inroads with some influential politicians to investigate naked shorting and take action to see that this problem is corrected.
I want to continue using the proof we have developed to convince non believers of the extent of naked shorting, not just in this company but in other companies as well. I plan to continue to contact those companies that we know have significant short positions. As more people request their certs, stock positions held by the brokers and short sellers will become more apparent. There may come a time and a company that facts arise which will lend itself to litigation. As I set out in the Phase II agreement, I will contact each of you individually for your consent to proceed with litigation before I file suit. I will do so in your name only with your consent. In this area, I am continuing my efforts to get the company to obtain for us the DTCC sheets to which they are entitled.
Asset Evaluation
There are many of you who believe we are on a wild goose chase and that the company’s claims are worthless moose pasture. I do not know the value of the company’s assets. If the company is willing to share some information with me, and pay my way to Ecuador and Canada, I would love to make the trip. I would look forward to reporting my findings to you upon my return.
The ultimate outcome of everyone’s investment hinges not on naked shorting or SEC actions, but on the true evaluation of the company assets. We have some information about these assets, but we need more. The more I find out about the company, the more I become concerned that neither the company nor the SEC wanted you to know about the evaluation of the assets at the Administrative Hearing.
You may recall that I requested confidentiality from the Judge before even sending our CD proof of naked shorting for this very reason.
From: jmartin@cmkxownersgroup.com
Date: Wed, 17 Aug 2005 18:16:24 -0700
We have paid people on the ground in Canada to give us information about the claims. We do not have a figure for the $value of the claims in Canada, but I am convinced there is substantial value for many reasons. Our investigation reveals there has been a drilling program that continues as we speak. We hope to get more information for you as to the results of the drilling. The last PR about the drilling results probably did more harm than good. I believe we can get better information to you. I have told Mr. Stoecklein that I have some acquaintances of mine in the Oil business that are researching the area and there may be interest the oil concessions on our claims. It will take a another couple of weeks but I plan to continue my efforts in this regard.
Private Party in Tyler--Last week we were honored here in Tyler to have Hugo Cancio and a production crew come to my office for filming segments of Hugo's documentary on the saga of CMKX. Hugo felt it important that he document all sides of the CMKX story including the plight of the shareholders. He has been to Ecuador, Canada and Las Vegas with Urban and other insiders in the company. He is producing a story that needs to be told. Knowing that Hugo would be in town, I suggested that John invite some of the shareholders from this area to drop by while Hugo was here. Some were interviewed for the documentary. Some of your well respected shareholders came here from Northeast Texas and East Texas to meet Hugo and have a little fellowship. John invited us to his home after a long day of videoing around the office. The fine lady shareholder that allowed me to stay in her home when I went to Washington last month was able to arrange her travels to spend a night in East Texas.
Naked Shorts--In my opinion we have proved the largest naked short in the history of the market. Will these illegal acts benefit the shareholders? There are many factors that must come into play, but I am very encouraged. Management has not "run off". The real assets of the company appear to be in place. It will only take a few deals to get done before these huge short position will be at the mercy of the marketplace. I look forward to that scramble.
End of naked short pumps! Why!?
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Reply with quote | #19 |
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 (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))
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.
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.
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.
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. |
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: 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: 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.
...CONTINUED
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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: 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. http://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. http://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, http://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
http://www.secinfo.com/d1zrpn.z51.htm
...Flying moose(cmkx-treme)
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News ArchiveCMKM Diamonds, Inc. Continues to Try and Identify Shareholders June 9, 2008Tyler, TX. In our efforts to continue to try to identify all of the shareholders of CMKM Diamonds, Inc. stock, current management of the Company would like to point investors that have been unable to procure physical stock certificates from their brokers to the UnShareholder.com website. http://www.UnShareholder.com is launching today to help identify the magnitude of individual investors unable to obtain stock ownership certificates and who perhaps inadvertently purchased illegal “naked short” or “phantom” electronic “entitlements” instead of actual shares. The scope of settlement failures in general has become a hot debate. Commonly referred to as the “naked short selling” problem, the real damage is caused by stock lending and settlement failures.* Of course, the end result is the same: an investor makes a payment but has no actual investment. That investor is not a “shareholder” because they don’t own shares. Instead, they are an UnShareholder. According to the website: If you requested a stock certificate from your broker and have not received it, you are an UnShareholder. If your brokerage account was changed to delete the shares of a company that you didn’t agree is “worthless”, you are an UnShareholder. If you received a 1099 with “non-qualifying dividends” when you believed you owned regular shares, you are probably an UnShareholder too. Attorney Al Hodges states, “The UnShareholder site has been developed and established by the Pasadena, California law firm of Hodges and Associates in an attempt to document the nature and depth of the UnShareholder problem as well as to identify individual investors whom have in good faith purchased publicly traded shares of stock but, for all the wrong and illegal reasons, are not entitled to receive them nor to enjoy all the indicia of ownership”. *Stock lending is closely associated with short selling and settlement failure refers to the problem of sellers not delivering shares on the settlement date. Naked short selling is when stock is sold short and not borrowed for delivery on the settlement date.
Contact: CMKM Diamonds Inc., Tyler
Kevin West 903-262-8397 Hodges and Associates
Al Hodges Back to Top CMKM Diamonds, Inc. Files Lawsuit and Wins Restraining Order Against Former InsidersMay 2, 2007Tyler, TX. As mentioned in the previous press release of 4-20-07, CMKM Diamonds, Inc. has recently received several boxes of corporate records revealing evidence not previously known to new management. CEO Kevin West states, “In response to this new information, I have asked Bill Frizzell to file suit in Nevada against some former Company insiders in an effort to attach some assets that I believe belong to the Company. Our investigation suggests that there may be legal action in the future against additional parties.” The Company filed the lawsuit and a request for a Temporary Restraining Order in Nevada state court on Wednesday, 4-25-07. The restraining order was granted on Monday, 4-30-07. The lawsuit and all attachments can now be viewed on the corporate website at http://www.cmkmdiamondsinc.com. Mr. West addresses all CMKM shareholders: “I cannot adequately express the gratitude I have towards the entire CMKM community for their resolve and support of our collective search for the truth. Our best chance of restoring value to the shareholders, as well as achieving some measure of justice, is represented by our current legal action. CMKM is fortunate to have such a significant shareholder base with a large number of passionate and resourceful individuals supporting our course of action. We are confident and optimistic that our goals are realistic and obtainable.” Shareholders have been inquiring how the Company can expect to maintain operations and fund legal efforts given the present shortage of assets and an outstanding share count of over 703 billion shares. These are legitimate questions. In response, at this time we present an overview of the Company’s present objectives (with more details to be outlined in future communications). The near-term focus of management will be to take action in pursuit of the following goals: - Find lost / misappropriated Company funds, and return them to the Company;
- Locate those who have wronged the shareholders, recover assets from them, and if appropriate, their insurers;
- Thoroughly evaluate all pending contracts and current legal obligations to expedite the Company’s return to trading.
In the first of two CEO updates on 4/18/07, Mr. West mentioned an ongoing investigation by attorney Bill Frizzell “into the sale of bulk certs.” To this subject, Mr. West now adds, “We have evidence of the attempt by at least one specific large brokerage firm to purchase for itself, rather than simply transfer, such certificates. However, we will have an expert examining several suspect transactions.” All attorneys hired by CMKM Diamonds, Inc. have been instructed to respond only to the Company and the Frizzell Law Firm. Responding directly to shareholder inquiries does not presently represent the productive use of their time. Please support these directions given to the Company attorneys by not making any attempts to contact them. The Company intends to keep shareholders informed through the corporate website as events occur. Safe Harbor Statement:
This news release contains certain "forward-looking statements" within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934. Although the Company believes the expectations reflected in such forward-looking statements are reasonable, it can provide no assurance that actual results will meet or exceed such expectations.
Contact:
Kevin West
CMKM Diamonds Inc.,
615 S. Broadway
Tyler, TX 75701 Back to Top CMKM Diamonds CEO Addresses All Shareholders of Current StatusApril 20, 2007Las Vegas, Nevada. “Dear fellow shareholders, I have information to share with you today that came to my attention just days ago. I received a delivery of several boxes of corporate records in the last couple weeks that have confirmed my very worst fears. In response to this new information, various legal actions will be a priority as we move to protect the best interests of shareholders. We were not able to finalize these necessary actions today as we had expected. We will put out another press release by mid next week to update you on this progress. When I first accepted the position of Interim CEO, I made a promise to myself and my family and friends that if I found there was not a real plan in place for the benefit of all shareholders, then I would come forward with the information I found. Not only am I going to share this information with you, the shareholders, but will do everything in my power to make sure that these individuals and entities will never be able to harm others in this same way again. The CEO continues, “When I started to work for CMKM in September of last year, I had high hopes and aspirations of making positive changes and forward progress in the evolution of this Company. Like so many of you, I believed that there was a plan in place that could not be revealed for one reason or another. However, after many months of failed promises, it was clear there was not a plan and no forward progress for our Company would ever happen until massive changes were implemented”. “In early January of this year, I contacted Bill Frizzell for his help. Within less than a week, Bill flew out to Las Vegas on his own time and expense with one goal in mind, to
help me help the shareholders. Since that time, many changes have taken place up to and including the resignation of the former Chairman. Several days ago, the Company requested and has received several boxes of Company documents from an attorney that has held said records in safekeeping. These documents are very revealing and tell the story of what has taken place over the last several years. Had Bill Frizzell not acted quickly in response to my call, Our Company would have been forced into bankruptcy, essentially burying the evidence forever. As legal action proceeds, many of these documents will be made available for everyone to see on our Company website at http://www.CMKMdiamondsinc.com.” Current Status of Company As of March 29th 2007, the Company had 3 pending lawsuits, a Wells Notice from the SEC that was supposed to have been answered by March 9, 2007 (of which current management was totally unaware, until an official at the SEC contacted them on 4-10-07), and ongoing investigations by at least four government agencies. In addition there is documentation showing the forfeiture of all claims and mineral rights, no corporate records for the past 4 ½ years of business and taxes that have never been filed. The only tangible asset is a 45 million share certificate of Entourage Mining stock. Current Actions Since the Company has no available operating capital, Bill Frizzell has agreed to shoulder the current legal expenses. In order to handle the monstrous legal task at hand, Bill Frizzell has also agreed to interview, hire and direct a legal team that is now made up of several law firms from across the country. Because of the possibility of recoverable assets being brought back into the company, Bill is also hiring forensic specialists and professionals to file back tax returns, investigate past trading discrepancies, move the domicile of the company out of Nevada and audit the books, for the purpose of building a strong foundation to finally move our Company forward. As mentioned previously, the Company is in receipt of a Wells Notice from the Security and Exchange Commission. The Company is currently in direct communication with the SEC and is cooperating fully with their investigation. Copies of documents recently provided to the Company as well as confidentiality waivers of former Company attorneys that are waiting to talk to the SEC are being provided as requested. The Company has recently halted the transfer of a large bulk certificate to a major brokerage firm from a third party. A specialist will be hired to completely research and investigate both sides of this transaction along with the many recent transactions of possible insider sales of large bulk certificates
.
Rumors Rumors of trust accounts with money and other assets that have been established for the benefit of shareholders or rumors of dividends to be paid to shareholders are absolutely not true. Those that are demanding the Company to pay out monies held for shareholders are feeding off of this false information. Rumors that our Company was set up as a sting on the markets are false. Any rumor that has not been identified by this press release should be considered to be untrue. The Company will only provide information to shareholders through an official press release on Business Wire or on the Company website at http://www.CMKMdiamondsinc.com. Outlook for the Future West continues, “I am 100% confident that no matter how things may look today, as a united front, we can rebuild this Company. We have to once again unite as shareholders to begin to make positive strides forward. As you can well imagine, there will be an even greater influence to try and divide us at this time, we have to become so united that nothing can stop us”. “Once we have cleaned up our current legal matters, add value back into the Company and have prepared financials to be audited, it will be my intent to assemble a Corporate Governance and Nominating Committee made up of shareholders to locate, interview and recommend the most highly qualified Board of Directors to lead this Company back to trading and into the future”. “I want to remind everyone that there are two ways to look at the above information. We can look at everything in despair and believe that there is no hope for the future of our Company, or we can quickly put the past behind us and know that we can now move forward and build a brand new Company, one that already has 40,000 - 60,000 shareholders, into something wonderful. This shareholder base is, and has always been, our strongest and most valuable asset. That said, I suggest that WE, as shareholders, choose to look forward with hope, strength and determination to build this shareholder base into a solid company. Safe Harbor Statement:
This news release contains certain "forward-looking statements" within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934. Although the Company believes the expectations reflected in such forward-looking statements are reasonable, it can provide no assurance that actual results will meet or exceed such expectations.
Contact:
Kevin West
CMKM Diamonds Inc.,
615 S. Broadway
Tyler, TX 75701 Back to Top CMKM Diamonds, Inc. Provides Information Update to ShareholdersApril 5, 2007 CMKM Diamonds, Inc. has obtained office space at 615 South Broadway (2nd floor) in Tyler, Texas. Phones, a fax line and internet service will be operational next week.
The Company has instructed its current transfer agent, 1st Global Stock Transfer, LLC, to stop any further transfer or issuance of CMKM Diamonds, Inc. stock effective immediately. We have begun the process of a formal shareholder audit. The Company will be contracting with various third parties to assist with this very important audit. The Company has instructed the law offices of Moran and Associates to cease any and all legal work on behalf of CMKM Diamonds until further notice. At this time, the Company has elected not to have a designated person in charge of investor relations. The Company will be releasing information through official press releases composed by active management. The Company has begun the construction of a website at http://www.CMKMdiamondsinc.com to further communicate with shareholders. The Company will use this website for posting of all documents and official court filings. “I want to wish all of our shareholders a Happy Easter and I sincerely hope that everyone will spend time with their families during this holiday weekend”. CEO Kevin West continues, “Rest assured that we are working daily on the company affairs. We will be providing another press release next week as our progress continues”. Safe Harbor Statement:
This news release contains certain "forward-looking statements" within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934. Although the Company believes the expectations reflected in such forward-looking statements are reasonable, it can provide no assurance that actual results will meet or exceed such expectations.
Contact:
Kevin West
CMKM Diamonds Inc.,
615 S. Broadway
Tyler, TX 75701
Back to Top CMKM Diamonds, Inc Hires Frizzell Law Firm to Start the Process of Recovering Assets March 30, 2007 LAS VEGAS--(BUSINESS WIRE)—CMKM Diamonds, Inc is in receipt of the Shareholder Derivative Rights Demand letter that was prepared on behalf of the shareholders by Bill Frizzell. We are currently investigating many facts that will help us decide the best order of filing lawsuits in a quest to recover monies and assets that belong to the shareholders of this Company. The first order of new business was to hire the Frizzell Law Firm. The investigations conducted by the firm have uncovered many facts which have revealed the reasons for the issues that the Company now faces. The Company expects the first suit to be filed against two individuals. This suit is only the first of many suits that are being prepared. The details of these suits will be made available once they are filed. “It is my understanding that these first two lawsuits will be filed in Las Vegas before the end of the day”. Mr. West continued, “I have known and worked with Bill Frizzell and know, beyond a shadow of doubt, that his full intent has always been to work on behalf of the best interests of the CMKM shareholders. I am excited and honored to have his help”. The Frizzell Law firm has hired Las Vegas attorney George Cromer as local counsel to file these first two lawsuits on behalf of the Company. Los Angeles attorney, Al Hodges, will be assisting the legal team as it proceeds. Safe Harbor Statement:
This news release contains certain "forward-looking statements" within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934. Although the Company believes the expectations reflected in such forward-looking statements are reasonable, it can provide no assurance that actual results will meet or exceed such expectations.
Back to Top CMKM Diamonds, Inc Announces a Change in DirectorsMarch 30, 2007 LAS VEGAS--(BUSINESS WIRE)—On March 29, 2007, Urban Casavant stepped down as Chairman of the Board, sole Director, President, Secretary and Treasurer of CMKM Diamonds, Inc. “My health issues are forcing my resignation, but I believe that I have finally found the right man to take over at the helm”, stated Mr. Casavant. “Mr. West has proven his tenacity along with his care and concern for the shareholders of this company over and over again through an extremely difficult time. I want to thank you all for your continued loyalty and trust in spite of no news coming from the company for extremely long periods”, continued Mr. Casavant. Before resigning, Mr. Casavant appointed then current Interim CEO, Kevin West, to Chairman of the Board. “I want to thank Urban for having the trust and the faith in me to turn over the reigns of the Company so that I can have the authority needed to make decisions in the best interests of the shareholders. During the last several months, I have faced many challenges as have all of you. My ability to communicate was hindered which caused me much grief and frustration. That is all behind us now, and the communication issues have been eliminated. I want to personally thank Bill Frizzell for his unyielding efforts towards protecting the rights of the shareholders of this company.” West continues, “I look forward to the coming weeks and months ahead, as WE the Shareholders finally move forward together. More information to begin immediately.” Safe Harbor Statement:
This news release contains certain "forward-looking statements" within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934. Although the Company believes the expectations reflected in such forward-looking statements are reasonable, it can provide no assurance that actual results will meet or exceed such expectations. Back to Top
http://www.cmkmdiamondsinc.com/news_index.html
...Flying Moose(cmkx-treme)
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Reply with quote | #23 |
NEWS: CMKM Diamonds Appoints Mark Faulk as New CEO
« Thread Started Today at 5:18pm »
Last update: 6:14 p.m. EDT Sept. 11, 2008
TYLER, Texas, Sep 11, 2008 (BUSINESS WIRE) -- CMKM Diamonds, Inc. CEO and Chairman of the Board Kevin West announced today that Mark Faulk has been named as the new CEO and President of CMKM Diamonds, Inc., effectively immediately. Faulk is a nationally recognized advocate for stock market reform, and has performed extensive research on CMKM Diamonds in the process of writing "The Naked Truth: Investing in the Stock Play of a Lifetime." Kevin West will remain with the Company as Chairman of the Board, and will continue to assist in all aspects of Company business.
Mr. Faulk stated: "I am honored to have been chosen to lead the Company as we move forward to return assets and value to CMKM Diamonds. I have spent the past five years advocating reform in our financial system, and this new challenge will allow me to put that knowledge to work in a practical way that will benefit CMKM and its loyal shareholders. Kevin West and general counsel Bill Frizzell have worked tirelessly on behalf of the Company, and their efforts should be applauded by all CMKM shareholders.
"This is not a passing of the baton, it is instead simply reinforcing the troops," Faulk continued. "With the newly appointed Advisory Committee and Board of Directors, the Company has laid a strong foundation that is capable of meeting any challenges that CMKM may face. My immediate goal is to continue to add to that base, which will allow the Company to become even more aggressive in their legal battles and widen the scope of their efforts."
Faulk also said, "In the very near future, we plan to announce the expansion of our legal team to maximize our efforts to return real value to CMKM Diamonds. We are also in the process of filling positions for a Research Committee to aid the Company in its efforts. I intend to continue West's plans to utilize CMKM's greatest asset, which is its extensive and knowledgeable shareholder base. There is truly strength in numbers. While we intend to keep the door open for those who wish to negotiate settlements to atone for their actions against the Company, we will move forward aggressively in our legal efforts."
Chairman Kevin West states, "I want to thank the newly appointed Board of Directors and the Advisory Committee for their help, recommendations, and unanimous decision to select Mark Faulk as the new leader of this Company. I believe this is a high point in this Company's history and Mr. Faulk is the most qualified person to take over the leadership role and move CMKM to the next level. I look forward to working with our new team as we continue to grow in strength and numbers."
Faulk also announced his resignation as CEO of Togi Entertainment, Inc., and wants to thank those who he has worked so closely with over the past two years. In order to avoid any conflicts of interest, The Faulking Truth Show on Toginet.com will no longer be aired. Co-hosts DeWayne Reeves and Mark Faulk will do one final show this Friday from 8:30-10 AM CDT on http://www.toginet.com to discuss Faulk's hiring, and will take calls from shareholders for the last half of the show. The toll free caller number is 1-877-864-4869.
Faulk also intends to conduct a monthly CEO radio chat in order to keep shareholders informed about current developments, and to answer questions that shareholders may have about the Company's activities. Also, a new Company phone line will be set up in the very near future, and will be posted on the company website. The Company requests that all phone calls be directed to the new company phone line so that legal counsel can maximize their time and efforts on the task at hand.
CMKM also announced that, in addition to the new CEO and Research Committee, they are currently in negotiations to add several attorneys to the legal team to assist General Counsel Bill Frizzell in his actions on behalf of the Company.
SOURCE: CMKM Diamonds, Inc.
CMKM Diamonds Inc., Tyler
Kevin West, 903-262-8397
http://www.cmkmdiamondsinc.com
Copyright Business Wire 2008
I'll be FAULKED...who would have ever guessed...HA HA...more insult to INJURY as far as I am concerned...but who knows maybe there are a few more BOOKS in this for the FAULKERS...wonder why FAULK would want to work for this DEAD END company unless he is getting a PRETTY PENNY for it...I wonder if we will wver get that INFO...or how much the BOD are being PAID...wonder how much NUFFY is being PAID...or KW or BF or ANY OF THEM...now I am SURE we are no part of TOGI(new CMKM)...Flying Moose(cmkx-treme)
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