IMPORTANT CMKX INFORMATION!
General Information
This information is being provided to the shareholders of Casavant Mining Kimberlite International, Inc. (the "Company"), a Nevada corporation (formerly known as Cyber Mark International, Inc. and formerly engaged in the electronic game industry) in connection with our prior receipt of approval by written consent, in lieu of a special meeting, of the holders of a majority of our common stock authorizing the election of a board of directors; appointment of executive officers; approval and ratification of the Board of Directors resolutions; approval and ratification of amendments to the articles of incorporation and by-laws; approval and ratification of negotiations for the acquisitions of certain public and private companies.
The shareholders holding shares representing in excess of 85.7% of the votes entitled to be cast at a meeting of the Company's shareholders, consented in writing to the proposed actions. The Company's Shareholder's called for and consented to this Special Meeting action on January 15, 2003.
The effective date of the election of the new board directors with respect to Urban Casavant, David DeSorneau and Dr. Rupert Perrin, will be immediately and with respect to Messrs. McFadden, Bending, Taulli and Dr. Hutchinson, the effective date will be 20 days after the execution of a definitive plan of merger and acquisition between the Company and Juina Mining Corporation (Pink Sheets "GEMM"), a Nevada corporation, which is expected to occur on or before March 1, 2003. If for any reason the merger with Juina Mining Corporation does not occur, then in said event the individuals nominated and elected may serve in the Director and/or executive officer capacities indicated herein, if mutually agreed to by the parties. If the shareholder action were not adopted by written majority shareholder consent, it would have been necessary for this action to be considered by the Company's shareholders at a special shareholder's meeting convened for the specific purpose of electing successor directors. This process would have taken more time and required the Company to solicit shareholder proxies for that purpose. This action, taken independently by a majority of Company shareholders, was seen as an urgent corporate matter by these majority shareholders.
Prior to November 25, 2002 (which is the effective merger date with the Casavant Mineral Claims (as defined) in Saskatchewan, Canada), the Company reported on its most recent Form 10-QSB (which was dated September 30, 2002) total assets of $344 in cash; total liabilities of ($1,672) for accounts payable; total stockholders' equity ($1,338); and total liabilities and stockholders' equity of $344. This was based on the Company's then current share capitalization which consisted of 500,000,000 shares of common voting stock at $.0001 par value with 352,223,510 shares issued and outstanding. This did not include preferred stock which consisted of 3,000,000 shares at $.001 par value. There was 1 share of preferred stock issued and outstanding. The Company further reported that it had experienced no sales; no revenues, and no operating expenses during the period. Further, in the auditor's notes, it reflected that the Company had been incorporated in Delaware on June 9, 1998 and that it had been subsequently reorganized on September 30, 2001. Thereafter, the Company changed from a Delaware corporation to a Nevada corporation on April 18, 2002. Articles of conversion from Delaware to Nevada were filed on that date. Articles of Incorporation in Nevada were filed on April 19, 2002. The full text of the Form 10-QSB dated September 30, 2002 should be read in its entirety and the summary above reflects only certain selected information and it is, therefore, not intended as a complete discussion of the Company's condition.
This majority shareholder action will permit the Company to continue to take actions necessary to effectuate the November 25, 2002 merger with the Casavant Mineral Claims, including but not limited to, steps necessary to promote its new diamond exploration, mining, branding, merchandising, and mergers and acquisition endeavors. In addition, the majority shareholder action will permit the Company to conclude negotiations with Juina Mining Corporation and other public and private companies in the mineral resource industry, including but not limited to, diamonds, gold and other metals such as zinc.
The elimination of the need for a special meeting of the shareholders to, in this case, elect directors and ratify certain amendments to the articles of incorporation and bylaws, is authorized by Section 78.320 of the Nevada Revised Statutes, (the "Nevada Law") as confirmed by the Opinion of Counsel. This Section provides that the written consent of the holders of outstanding shares of voting capital stock, having not less that the minimum number of votes which would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on a matter were present and voted, may be substituted for the special meeting. According to this Section 78.320 of the Nevada Law, a majority of the outstanding shares of voting capital stock entitled to vote on the matter is required in order to, among other things, elect directors. In order to eliminate the delays in time and costs involved in holding a special meeting and in order to install a Board of Directors, as early as possible in order to operate the Company, the Company's majority shareholders elected to utilize the written consent of the majority shareholders of the Company in lieu of a calling a special meeting of the shareholders.
The date on which this Information Statement will be sent to the shareholders is on, or about February 17, 2003. The record date established by the majority shareholders for purposes of determining the number of outstanding shares of Voting Capital Stock of the Company was January 15, 2003, (the "Record Date").
Outstanding Voting Stock of the Company
In order to effectuate the merger with the Casavant Mineral Claims, the majority shareholders' holding more than 51% of the voting shares approved an increase in the authorized capital of the Company from 500,000,000 to 10,000,000,000 with the cancellation of all Preferred shares. Prior to this action, the Company had 3,000,000 Preferred shares authorized with 1 Preferred share issued and outstanding. This Preferred share had been purchased by the majority shareholders in 2001 for $235,000 from the Jarvis Entertainment Group, Inc., thereby giving them voting control of the Company.
On November 25, 2002, the Company's shares were valued at $0.0014 and the Casavant Mineral Claims were valued at over $10,000,000 in situ, but did not include pre-claims exploration, consulting and other expenses incurred (the "Additional Claims Expenses"). These Additional Claims Expenses were valued at $3,000,000 at the time of the merger.
As of the Record Date, there were 7,241,653,404 shares of Common Stock issued and outstanding. The Common Stock constitutes the outstanding class of voting securities of the Company. Each share of Common Stock entitles the holder to one (1) vote on all matters submitted to the shareholders.
Security Ownership of Certain Owners and Management
The following Table sets forth the Common Stock ownership information as of January 15, 2003, with respect to (i) each person known to the Company to be the beneficial owner of more than 5% of the Company's Common Stock, (ii) each director of the Company, (iii) each person intending to file a written consent to the adoption of the Amendment described herein, and (iv) all directors, executive officers and designated shareholders of the Company as a group. This information as to beneficial ownership was furnished to the Company by or on behalf of each person named. Unless otherwise indicated, the business address of each person listed is 1481 West Warm Springs Road, Suite 133, Las Vegas, NV 89014.
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001117768%252D03...
News 
Market Data 
Discover 
AI
