2005-08-02 ~ 8-K/A

[Franko10 ™]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549



Form 8-K/A

(Amendment No. 1)



CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported) July 11, 2005



CMKM DIAMONDS, INC.

4760 South Pecos Road, Suite 211

Las Vegas, Nevada


89121

(Address of Principal Executive Offices)
(Zip Code)




Registrant's telephone number, including area code: [phone]



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)




o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)




o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))




o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





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* THIS AMENDMENT NO. 1 IS BEING FILED TO INCLUDE A LETTER FROM THE REGISTRANT'S PRIOR AUDITORS AGREEING WITH THE STATEMENTS CONTAINED IN ITEM 4.01.



Item 4.01 Changes in Registrant's Certifying Accountant



The Registrant has appointed Beckstead and Watts, LLP, as the Registrant's independent accountants for the year ending December 31, 2005, years ended December 31, 2004 and 2003, and for the three-month period ended December 31, 2002. This is a change in accountants recommended by the Registrant's Executive Management and approved by the Registrant's Board of Directors. Beckstead and Watts, LLP was engaged by the Registrant on July 11, 2005. During the most recent two fiscal years and during the portion of 2005 preceding the Board's decision, neither the Registrant nor anyone engaged on its behalf has consulted with Beckstead and Watts, LLP regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant's financial statements; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).



Bagell, Josephs & Company, L.L.C. did not perform an audit of the Registrant's financial statements nor perform any audit related functions from the time they were engaged (January 10, 2005) through the date of the termination of their engagement (May 10, 2005). Therefore, there were no disagreements between the Registrant and Bagell, Josephs & Company, L.L.C. on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.



The change in accountants does not result from any dissatisfaction with the quality of professional services rendered by Bagell, Josephs & Company, L.L.C., as the independent accountants of Registrant.



Item 9.01 Exhibits



(c) Exhibit.



Exhibit Number


Exhibit Title of Description

99
Letter from Bagell, Josephs & Company, L.L.C. dated July 27, 2005.





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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





CMKM DIAMONDS, INC.





By:/s/ Urban Casavant

Urban Casavant,

President and Chief Executive Officer





Date: August 1, 2005



Securities and Exchange Commission
July 27, 2005


Washington, DC 20549



Dear Ladies and Gentlemen:



The firm of Bagell, Josephs, Levine & Company, L.L.C. was previously engaged to be the principal accountant for CMKM Diamonds, Inc. (the "Company"). We .did not provide a report for either of the Company's last two fiscal years, ended December 31, 2004 or 2003.



We notified the Company in a letter that we were terminating our engagement effective May 10, 2005.



we have read the Company's statements included under Item 4.01 of its Form 8-K dated July 12, 2005, and we agree with such statements, except that we are not in a position to agree or disagree with the Company's statement that the change was approved by the Board of Directors or that Beckstead and Watts, LLP was not engaged regarding any matter requiring disclosure under Regulation S-K, Item 304(a)(2).



Very truly yours,



/s/ Bagell, Joseph, Levine & Company, L.L.C.



Bagell, Joseph, Levine & Company, L.L.C.

Member of: American Institute of Certified Public Accountants (AICPA), SEC Practice Section of the AICPA (SECPS}

New Jersey Society of Certified Public Accountants, Pennsylvania Institute of Certified Public Accountants, Florida State Board of Accountancy.