CMKM Diamonds Inc
Symbol CMKX
CMKM revisits suspension of SEC reporting duties
2005-02-18 12:31 ET - Street Wire
by Lee M. Webb
CMKM Diamonds Inc., a stalled pink sheet promotion headed by Saskatchewan native Urban Casavant, has revisited a filing submitted to the U.S. Securities and Exchange Commission (SEC) more than 18 months ago that effectively exempted it from reporting obligations. Now, CMKM acknowledges that it should have been reporting all along.
On July 22, 2003, CMKM filed a certification and notice of suspension of its duty to file reports with the U.S. regulator, citing Rule 12g-4(a)(1)(i). Under that rule, an issuer with less than 300 "holders of record" does not have to file such burdensome things as notices of material changes, quarterly financial statements, audited year-end reports and the like.
In effect, a non-reporting issuer can operate in almost total obscurity with no regulatory oversight and leave its shareholders clueless about its financial condition, share structure and other fundamental information.
Evidently CMKM recently had some cause to re-examine the July 22, 2003, certification that provided its pass to obscurity.
On Feb. 17, the company filed an amendment revising the number of shareholders of record, which is not to be confused with the total number of shareholders, from approximately 300 to 698 shareholders of record at the time of the original filing.
In what passes for an explanatory note, CMKM advises that the original filing under Form 15 is "superseded and revoked" and the company "will be required to submit filings."
The spin
CMKM offered its happy-face interpretation of that development in a news release announcing "the reinstatement of its reporting status under the Securities Exchange Act of 1934 through the filing of an amended Form 15."
The Feb. 17 news release also disclosed the Feb. 9 hiring of a new securities counsel, Stoecklein Law Group, replacing the highly touted D. Roger Glenn, who has parted company with the pink sheet promotion.
"When I joined the board, one of my prime assignments was to improve corporate compliance," CMKM's new co-chairman Robert Maheu declared. "A prime component was to reinstate reporting status, which was efficiently and expeditiously handled by the Stoecklein Law Group."
After Mr. Maheu completely glossed over the fact that CMKM should have been reporting as required all along, Mr. Casavant piped in to bid Mr. Glenn adieu, thanking him for his efforts.
"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," the news release went on, again glossing over the fact that the reporting and disclosure should never have been interrupted.
"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," the company advised in something of a cautionary understatement.
In fact, the last quarterly financial report submitted to the SEC was made by the company's predecessor, Cyber Mark International Corp., for the third quarter ending Sept. 30, 2002. Since then, CMKM shareholders have been in the dark regarding the company's financial situation and some of them have been wilfully in the dark regarding its share structure.
Meanwhile, CMKM has issued hundreds of billions of shares, almost all of them without bothering to tell shareholders the purpose of the massive dilution. By last fall, Mr. Casavant's pink sheet promotion had a staggering 779 billion shares outstanding.
"We are extremely appreciative of Stoecklein Law Group's immediate attention to our needs," Mr. Maheu gushed further into the Feb. 17 news release. "I have worked with them in the past and they have always exceeded my expectations."
Perhaps Stoecklien Law Group has been so busy attending to immediately needy clients that it has neglected some of its own affairs. According to the corporations department of the Secretary of State for California, the law firm's incorporation has been suspended.
Stoecklien Law Group's website, which boasts about 2,300 visitors, appears to need some attention, too, given that more than half of the menu selections on the site do not work.
Interestingly, the law firm's domain name is registered to blank cheque company hawker Anthony DeMint, an associate of Mr. Maheu.
Mr. DeMint is a key figure in a number of OTC Bulletin Board and pink sheet offerings named in SEC administrative proceedings. Asset Equity Group Inc., International Brands Inc. and Mega Micro Technologies Group Inc., which all have ties to Mr. DeMint, had their registrations revoked on Jan. 19.
Mr. Casavant's pink sheet play could suffer a similar fate, if it does not get its act together, and rather quickly at that. According to informed lay interpretations of the applicable SEC regulations, CMKM now has 60 days to submit all of the reports that would have been required if the now withdrawn Form 15 certification had not been filed; though experienced legal counsel may have another interpretation or at least find some wriggle room in the regulations.
In any event, CMKM claims, not for the first time, that it is at least moving toward preparing to file the paperwork that would forestall such an unhappy event.
"CMKX is currently working toward completing an audit of its financial statements and the preparation of the necessary SEC filings," the Feb. 17 CMKM news release stated.
CMKM closed out its announcement with a plea to shareholders to voluntarily maintain their mushroom status for at least a while longer.
"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," the company requested.
No doubt the company's estimated 50,000 to 70,000 shareholders, as well as other interested followers of the intriguing pink sheet promotion, look forward to the new law firm's progress and a flow of filings.
With approximately 1.5 billion shares changing hands, modest volume for Mr. Casavant's mighty pink play, CMKM closed at one-100th of a U.S. penny on Feb. 17.
The saga continues.
Comments regarding this article may be sent to lwebb@stockwatch.com.
(More information regarding CMKM Diamonds and associated companies can be found in Stockwatch articles dated Oct. 21, 2003; June 22; Sept. 16 and 24; Oct. 1, 15 and 20, 2004; and Feb. 11 and 14, 2005.)
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