CMKM Diamonds Inc. (fka CMKX)

[joye1]

TFN....something to consider re o/s

http://ragingbull.lycos.com/mboard/boards.cgi?board=CLB01219&read=55745

By: pedro20040
30 Jul 2004, 10:15 PM EDT
Msg. 55745 of 56469
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Information on O/S that may be of interest.

I was rereading the SEC purchase contract filed by UCAD.

A lot of people questioned about UC holding more than 50% of the outstanding shares of CMKM.

I believe I may have proof that this is true.

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I believe we are all aware that corporate decisions must be approved by:
1. The Board of Directors , and
2. A majority shareholder approval (51%).

In order for CMKM to approve the sales of assets to UCAD, both items above must have been approved at some unknown meeting.

I was never mailed any voting ballots nor have I signed a proxy allowing another individual to vote on my behalf.

So let’s stick with item 2 above “A majority shareholder approval (51%).”

Under Nevada Corporate Law any decisions to buy and/or sell assets of the corporation must be approved by a majority shareholder vote.

NRS 78A.070 Shareholders’ agreements: Authority to enter; effect; amendment.
1. All shareholders of a close corporation who are entitled to vote may agree in writing to regulate the exercise of the corporate powers and the management of the business and affairs of the corporation or the relationship among the shareholders of the corporation.

http://www.leg.state.nv.us/NRS/NRS-078A.html#NRS078ASec080


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I was reviewing the UCAD purchase agreement and discovered something very interesting. (Section 5..)

5.1 Organization of Seller; Authorization. Seller is a
corporation duly organized, validly existing and in good standing
under the laws of Nevada with full corporate power and authority to
execute and deliver this Agreement as it pertains to any
representations or untertakings of Seller. The execution,
delivery and performance of this Agreement has been duly
authorized by all necessary corporate actions of Seller and this
Agreement constitutes a valid and binding obligation of Seller,
enforceable against it in accordance with its terms.

http://www.sec.gov/Archives/edgar/data/1104194/000123224704000032/enio12.txt


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At some time there was a meeting held about the sale of assets to UCAD.

At this meeting CMKM Board of Directors voted and approved the sell of assets to UCAD.

At this meeting a majority interest (more than 51%) of CMKM Shareholders voted and approved the sell of assets to UCAD.

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The same scenario is used for the purchase of “25% of Juina Mining.”

At some time there was a meeting held about the purchase assets in Juina Mining.

At this meeting CMKM Board of Directors voted and approved the purchase of assets in Juina Mining.

At this meeting a majority interest (more than 51%) of CMKM Shareholders voted and approved the purchase of assets in Juina Mining.

/
/

What this is saying is that no matter “what” the issued and O/S of CMKM shares, UC and the CMKM Board of Directors have always maintained a 51% shareholder voting privilege.