CMKM Diamonds Inc. (fka CMKX)

[zeninvestor32]

WHY I THINK WE'LL MERGE.

More theorizing:

I don't know that we'll merge with all of our partners. That depends on the potential in our fully-owned properties versus the potential in our JV properties. Of course, all that can still be negotiated in terms of what percentage of shares the partners would end up with (i.e., fewer shares for partners the more our fully-owned properties are worth). But I do believe we'll merge with at least one company and that is UCAD. Why? Simple. I believe that merging into UCAD will be the fastest, simplest way to become an otc reporting company again. If they did NOT take this approach, then CMKX would have to file its audits, a 10k, and a warehouse load of attachments probably to apply to become an otc stock. This process is lengthy because the SEC must review all the documents and then comes the "comments" phase. For those unfamiliar, this can be a brutal process where the SEC sends back its thoughts on all the documentation, noting deficiencies and areas that require further or different documentation to satisfy them. And then, you resubmit everything for MORE comments. This process goes back and forth until the SEC is satisfied with all your documentation. The process can take 3-12 months, depending on how good your attorney is and how complicated the company's background is.

So, compare THAT option to the option of UCAD "acquiring" CMKX in a share exchange. I believe that this could be done expeditiously and with a LOT less SEC entanglement. Moreover, depending on certain asset valuations (awaiting PR on that), share structure (awaiting PR on that) and ultimate market price, if the new entity formed can meet the listing requirements of the Nasdaq or AMEX, this could also be the fastest way onto one of the exchanges. Please note the following language from the press releases regarding Edwards Angell:

"to begin the process of bringing the company into full compliance in order to be fully reporting." link: http://biz.yahoo.com/bw/040604/45246_1.html

"Edwards & Angell has been retained to represent the Company in its desire to become fully reporting once again." link: http://biz.yahoo.com/bw/040604/45561_1.html


Nowhere in either release does it state that CMKX has hired Roger Glenn or Edwards Angell to "apply for an otc bulletin board listing." They both merely state that the firm was hired to help them become "fully reporting". This can be accomplished through UCAD acquiring them. Ultimately, moving to AMEX or Nasdaq still fit with the objective of becoming "fully reporting". I know these numbers are speculation but IF the share count is 10 billion and the estimated content value of our property(ies) is $40 billion, I don't see why we would not make the move to attain a listing on AMEX or Nasdaq through being acquired by UCAD (a friendly merger) and applying for listing. Oh, and by the way, if all of that was arranged, I can envision a private placement once listed for say, oh, maybe an extra $500million+ in funding to begin drilling/further exploration. Know any highly esteemed attorneys that specialize in large equity transactions with private parties? Roger that? Oh by the way, if the private placement occurred BEFORE applying for a listing, that could knock out the minimum net asset requirements for nasdaq or amex listing quite comfortably.

There's been much speculation on how we fit with UCAD. There are some obvious links between the two companies. From a TIMING perspective, the merger also makes more sense to me as the quickest path to becoming fully reporting and obtaining a listing on a higher exchange as well. As I stated from the outset, I do not believe Roger and Edwards Angell are here to help a company simply file with the SEC and become an otc company. I think there is much, much, much more involved.

BIG note of caution: I am not a securities attorney. The above is all PURE SPECULATION on my part. The fact that I am an attorney does not mean I have ANY idea what Roger actually has planned for CMKX in terms of corporate structuring or financing. These are just personal musings that I am sharing but we must wait for the PRs from the company to see if anything I've guessed at is correct. In other words, this is not a legal opinion and is purely personal speculation. Please do your own due diligence. I could keep going on and on with this disclaimer but you get the drift. IT'S ALL GUESSWORK AT THIS POINT.

Z

As always, these are my personal opinions.