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Post by Franko10 ™ on Mar 24, 2005 14:09:21 GMT -5
CMKM Diamonds Comments On SEC Administrative Proceeding
3/24/2005 9:30:04 AM
LAS VEGAS, Mar 24, 2005 (BUSINESS WIRE) -- On March 16, 2005, the United States Securities and Exchange Commission ("Commission") deemed it in the public interest that a public administrative proceeding be instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Exchange Act") against CMKM Diamonds, Inc. (Pink Sheets:CMKX) to determine:
-- Whether CMKX is required to file with the Commission current and accurate information in periodic reports under Section 12(g); and
-- Whether CMKX failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder by failing to file required periodic reports.
CMKX, pursuant to the Commission's order has been provided 20 days in which to respond to the allegations in the order. Upon CMKX's filing of a response, a public hearing will be convened at a time and place to be fixed for purposes of taking evidence on the issues set forth in the Commission's order. At the hearing, an administrative law judge will determine whether it is necessary for the "protection of investors" to suspend or revoke the registration of CMKX's securities from the Exchange Act.
In accordance with Section 12(g) of the Exchange Act, a company that has total assets exceeding $1,000,0000 and a class of equity securities held of record by 500 or more persons must register the class of securities under the Exchange Act. CMKX (then known as Cyber Mark International Corp.) voluntarily registered its common stock under the Exchange Act in August 1999. Pursuant to Section 12g-4 of the Exchange Act, a company registered under 12g may terminate its registration requirements if the number of stockholders of record is reduced to less than 300. In July 2003, CMKX filed a Form 15 in an attempt to terminate its registration under the Exchange Act. However, this filing contained an error in the stated number of record stockholders, which was discovered by CMKX's new securities counsel in February 2005.
"When the error in the Form 15 was brought to the board's attention, it was incumbent upon us to take corrective action, regardless of CMKX's ability to file all delinquent reports within the stated 60-day timeframe. We could not continue to have a clearly inaccurate document filed with the Commission, when we knowingly had more stockholders of record than was stated in the Form 15 filing," stated Robert Maheu, co-chairman of CMKX. On February 17, 2005, CMKX filed an amended Form 15 to revoke the previous filing and reinstate its reporting obligations under the Exchange Act. Management does not believe the filing of the amended Form 15 had anything to do with the Commission's decision to institute the administrative proceeding.
CMKX believes that it is required to have its securities registered under Section 12 of the Exchange Act as a result of the number of its stockholders, at least 698 in July 2003 and in excess of 2000 in February 2005. Under the current rule, the number of stockholders is determined by the number of stockholders of record. Although CMKX has securities registered under Section 12 of the Exchange Act, according to the Commission CMKX is delinquent in its filings.
"We only want to comply with federal regulations and do what is right for our stockholders. If the Commission deems it in our stockholders best interest to forbid us from providing information through filings with the Commission, we will comply," stated Urban Casavant, president of CMKX. Replying to the Commission's administrative proceeding is a high priority for CMKX's management, which plans to take the following actions.
First, CMKX will be providing a response to the Commission within the time set forth in the Commission's order.
Second, CMKX acknowledges that all of its stockholders have a right to access public information on CMKX and to that extent, is prepared to present CMKX's response via a public proceeding as ordered by the Commission.
Third, CMKX believes it is in the best interest of its stockholders to be informed about the securities in which its stockholders invest. There can be no doubt securities markets best perform their function of setting fair and accurate prices where buyers and sellers have full and complete access to all material information. Recent changes to the federal securities laws mandated by The Sarbanes-Oxley Act have increased the implicit and explicit cost of providing information for reporting companies. Unfortunately, from the time of CMKX's filing of a 14C Information Statement in February 2003, CMKX has not been able to rely on either previous information or current information relating to its financial statements. As a result of its inability to provide accurate information about its financial condition, CMKX has retained the services of individuals who have been promulgated with the task of rebuilding its financial records and providing the public current periodic reports as required by Section 13(a) of the Exchange Act. The implicit costs associated with Sarbanes-Oxley is that current management will not file the required periodic reports until such time as the accuracy of the information required in such reports has been verified, inclusive of the financial aspects of CMKX, stockholders equity reports, and the mining claims and other corporate assets.
3/24/2005 9:30:04 AM
LAS VEGAS, Mar 24, 2005 (BUSINESS WIRE) -- On March 16, 2005, the United States Securities and Exchange Commission ("Commission") deemed it in the public interest that a public administrative proceeding be instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Exchange Act") against CMKM Diamonds, Inc. (Pink Sheets:CMKX) to determine:
-- Whether CMKX is required to file with the Commission current and accurate information in periodic reports under Section 12(g); and
-- Whether CMKX failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder by failing to file required periodic reports.
CMKX, pursuant to the Commission's order has been provided 20 days in which to respond to the allegations in the order. Upon CMKX's filing of a response, a public hearing will be convened at a time and place to be fixed for purposes of taking evidence on the issues set forth in the Commission's order. At the hearing, an administrative law judge will determine whether it is necessary for the "protection of investors" to suspend or revoke the registration of CMKX's securities from the Exchange Act.
In accordance with Section 12(g) of the Exchange Act, a company that has total assets exceeding $1,000,0000 and a class of equity securities held of record by 500 or more persons must register the class of securities under the Exchange Act. CMKX (then known as Cyber Mark International Corp.) voluntarily registered its common stock under the Exchange Act in August 1999. Pursuant to Section 12g-4 of the Exchange Act, a company registered under 12g may terminate its registration requirements if the number of stockholders of record is reduced to less than 300. In July 2003, CMKX filed a Form 15 in an attempt to terminate its registration under the Exchange Act. However, this filing contained an error in the stated number of record stockholders, which was discovered by CMKX's new securities counsel in February 2005.
"When the error in the Form 15 was brought to the board's attention, it was incumbent upon us to take corrective action, regardless of CMKX's ability to file all delinquent reports within the stated 60-day timeframe. We could not continue to have a clearly inaccurate document filed with the Commission, when we knowingly had more stockholders of record than was stated in the Form 15 filing," stated Robert Maheu, co-chairman of CMKX. On February 17, 2005, CMKX filed an amended Form 15 to revoke the previous filing and reinstate its reporting obligations under the Exchange Act. Management does not believe the filing of the amended Form 15 had anything to do with the Commission's decision to institute the administrative proceeding.
CMKX believes that it is required to have its securities registered under Section 12 of the Exchange Act as a result of the number of its stockholders, at least 698 in July 2003 and in excess of 2000 in February 2005. Under the current rule, the number of stockholders is determined by the number of stockholders of record. Although CMKX has securities registered under Section 12 of the Exchange Act, according to the Commission CMKX is delinquent in its filings.
"We only want to comply with federal regulations and do what is right for our stockholders. If the Commission deems it in our stockholders best interest to forbid us from providing information through filings with the Commission, we will comply," stated Urban Casavant, president of CMKX. Replying to the Commission's administrative proceeding is a high priority for CMKX's management, which plans to take the following actions.
First, CMKX will be providing a response to the Commission within the time set forth in the Commission's order.
Second, CMKX acknowledges that all of its stockholders have a right to access public information on CMKX and to that extent, is prepared to present CMKX's response via a public proceeding as ordered by the Commission.
Third, CMKX believes it is in the best interest of its stockholders to be informed about the securities in which its stockholders invest. There can be no doubt securities markets best perform their function of setting fair and accurate prices where buyers and sellers have full and complete access to all material information. Recent changes to the federal securities laws mandated by The Sarbanes-Oxley Act have increased the implicit and explicit cost of providing information for reporting companies. Unfortunately, from the time of CMKX's filing of a 14C Information Statement in February 2003, CMKX has not been able to rely on either previous information or current information relating to its financial statements. As a result of its inability to provide accurate information about its financial condition, CMKX has retained the services of individuals who have been promulgated with the task of rebuilding its financial records and providing the public current periodic reports as required by Section 13(a) of the Exchange Act. The implicit costs associated with Sarbanes-Oxley is that current management will not file the required periodic reports until such time as the accuracy of the information required in such reports has been verified, inclusive of the financial aspects of CMKX, stockholders equity reports, and the mining claims and other corporate assets.
