OFFSET TO BAD NEWS RELEASED by SEC
This post is courtesy of "RBITULSA" he is helping me on "PROJECT 100"
As the longest shareholder in this stock I have sought information for validation because I went thru it & did not understand what happened.
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I bring this to you because contrary to volumes of bad sounding information about UC. This "annotated" email will go a long way to understanding CMKX current problem.
On Thursday, I emailed Jarvis requesting information relative his acquisition and subsequent sale of the CMKI shell. On Friday afternoon, he called me at my office. He was very congenial and forthright, and appeared to be sincere with his answers. He did ask up front if I was with the SEC or any other government agency. I explained to John that I was independently researching strategic delivery failures, that my overall interest was to gain a better understanding manipulative trading and financing, and that CMKX was quite the fascinating case study. The conversation lasted about 30 minutes.
The CMKI shell has been controlled by three different groups: The initial group appears to have been lead by an individual named Samuel Singal. This is true Jarvis later purchased the shell and then sold it to the "current owners".
Jarvis described Cybermark as "basically a laser tag company; a warehouse in Canada, with some technology and a few people". Jarvis said the company had some "VR technology that I was interested in". When he initially reviewed the company, it appeared that the "liabilities were balanced - the assets and liabilities were basically a wash".]This is also true & important as to state company was in 2000 Jarvis said it was not long after his acquisition that he learned that there had been some "let's just call it creative financing", some "debts that were not recorded" or disclosed at the time he acquired the shell. He also made reference to two S-8 deals that he inferred were initiated by Singal. Jarvis said "it didn't take long for us to figure out the shell was a bust. They had raped the community and the public." Jarvis said the filings were delinquent when he bought the shell, and had already spent "a whole lot of money" getting the books current. But the past "creative financing" deals were going to cost him "hundreds of thousands to clean up". Jarvis said during this time the O/S had grown to over 50 million shares, and "shareholder value went down by over 70%". Jarvis said he "sought counsel from the SEC" but they "couldn't care less", and "suggested I find a good securities attorney". Never-the-less, Jarvis had the "VR technology" that he needed, and began meeting with potential buyers for the shell. At this time I held 1m@ .0006after a 10:1 split in 10/01
According to Jarvis, he was approached by an "outside agency" from Las Vegas. I asked him for the name of this outside agency, but he would only reply that it was "really a group, a conglomerate of people". THE SELLERS He said several other people had interest in the shell, but the Las Vegas group showed the greatest "financial capability" to maintain the shell. Jarvis added that he was assured that they would "stay on the OTC", and he was "shocked that they would even consider a forward split" and, Jarvis assumed, if anything, they would reverse split, noting that he felt 50 million shares was too many.
At this point, Jarvis referred me back to the email I had sent him the previous evening, specifically to the list of names I had included (John Edwards, David Coffey, David Desormeau, Chris Jenson, Gary Walters, and NevWest Securities). I had also written the following in my email to Jarvis: "If there were “up-front” agreements or conditions at the time of Urban’s acquisition of the CMKI, or if there were pre-existing or concurrent equity financing arrangements, or share-structure conditions, your advice would be appreciated." CRITICALbegin-1 Jarvis repeatedly emphasized the point that, while Urban Casavant was "mentioned in the presentation", and was "part of the deal", Urban was never present at any of several meetings between the parties, which took place at his attorneys office, nor did he ever speak to Urban at any time during the sale of the shell. Jarvis says that at all of the meetings, Gary Walters was the "promoter of the deal". In addition to the meetings, all phone calls made relative the "conglomerate's presentation and acquisition" were between Jarvis and Walters. Jarvis further explained that deal, as presented to him, was for CMKI to "be a holding vehicle for several entities that would be pulled together". He commented that he was surprised when the "diamond mining basically took over CMKI". He was surprised that the FALC claims came into the CMKI shell. He again stated that this was not how the deal was pitched to him. CRITICAL end
As I recollect it, here is a rundown of the q/a when I asked Jarvis about "the other names":
Edwards: "There were always several people at the meetings, so he may have been one of those there, but I don't remember him being there"
Desormeau: "Never heard of him" (note: he even badly mispronounced his name)
Coffey: "Never heard of him"
Jensen: "Never heard of him"
NevWest: "I know of NevWest, but have no idea if they were involved somehow"
NOW speaking about 14c
I brought up the cusip change, and the cancellation of the preferred shares that occurred after "the conglomerate" had bought the shell. Jarvis replied that he was not involved at all with the company at that time, and had no idea why that happened. He added that it is common after acquisitions to "draw a line" between the old and the new shares, and speculated that it could have also been done to get out from under "those old creative financing deals".
There was some small talk that followed. Jarvis said that I was not the first to have called him about CMKX. He also said, as if he was surprised by it, that he has never been contacted by the SEC or any other agency, about CMKX. He advised me that, if I really wanted to get more information on CMKX, I should contact the SEC.
My Comments: (RBITULSA)
Jarvis makes his case that the CMKI shell was corrupt from the beginning, but it still looks unlikely (if Jarvis is being forthright), that any current problems are linked to problems that existed prior, or during, the latest acquisition. However, I believe that Samual Singal should be looked into, along with the "sophisticated investors" mentioned in the early CMKI 10Q's, on the outside (an unlikely) chance that the original "creative financeers" might be linked to Edwards or Walters or Hackman.
CRITICAL begin-2
It is, in my opinion, very significant that Gary Walters, not Urban, was the lead in the purchase of the CMKI shell. I never could understand how or why a "Rupert Perrin" would be named to the board of a diamond mining company. It does not appear to me that Urban has ever been in control of CMKI/CMKX. CRITICALendThis verifys that 14c states UC is AGENT between Seller who are running company & Claims-AS agent SELLERS Manipulated UC
In terms of Jarvis' description of this deal, it leads me to look at other filings, PR's, and other D/D, and summarize the following: It is my opinion that CMKX was to be a holding (parent) vehicle for at least the following shells: Microsignal (Nanosignal), Barrington Foods (USCA), Mirador (later replaced with SGGM), Juina Mining, CIM, and PCBM/SRCI. I would further assume that it was not long after the acquisition that the claims in the FALC became larger than the conglomerate as a whole, and the "strategy" was changed accordingly, and possibly to the chagrin of some.
The question I find most important, is as follows: What is it that links all these different entities together. What is the common element amongst all of them. Did they all share the same lender? The same broker? The same attorney? How did it come about that the above mentioned companies became linked together in a plan to be held under CMKI as a holding vehicle (who really owns the holding vehicle? I think the T/A data helps answer the question.
Noting that these notes and comments assume that Jarvis was sincere and forthright, I hope it helps with the general "big picture", and helps to put other issues in context.
Other notes:
From the 14C we know that Urban acquired most all of the original 14C claims between March and September of 2001. (Only a few claims by Morgain Minerals were acquired after September of 2001 – relative to the 14C claims).
CMKI was purchased by “the Vegas group” on September 30, 2001; AFTER UC had acquired most of the 14C claims.
The 14C majority shareholders were without question the same “Vegas group” (with Walters as lead promoter) that bought the shell from Jarvis. They were the one’s financing Urban going back as far as March 2001, 6 months before they acquired the CMKI shell, and 20 months prior to the release of the 14C.
“Vegas Group” = Majority Shareholders (86%) = Forbearance Agreement holders
Read these two excerpts from the 14C:
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.
(6) Majority Shareholders (not including Urban Casavant and the Casavant Family) consists of individuals, corporations, trusts and other legal entities which do not control more than 4.9% of the Company's shares per shareholder. The Majority Shareholders acquired their shares by purchase in consideration of $2,000,000 in cash and the forbearance of monies due them for loans and services rendered in connection with the Casavant Mineral Claims and their assignment to the Company.
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As I gathered more data today it seems logical to me to offer this:
1-Urban has never been a great seasoned CEO
2-SELLERS understood this but needed claims and UC was their ticket
3-UC was looking for claim money
4- UC is really an Explorer
5-Conviently for sellers they got UC to agree to head the company, where they found it easy to manipulate him.
6-SELLERS did illegal acts and covered it up(like they had done in many company’s in past
7-URBAN FOUND OUT
8-URBAN called someone for help (insert noahltl) recent post"STING or SCAM
VAN
