By: DrillBit
27 Sep 2006, 05:21 PM EDT
Msg. 387913 of 623939
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Read RBI's post and understand this please...............UC WAS NOT part of the Edwards scam!
HE WAS a rube in Las Vegas that was caught up in the crooks plan. WHY? He wanted lease financing! BUT WAIT! Those leases were to be a scam BUT lo and behold, FALC got hot!
In other words, it was to be a usual NS scam but the leases had value and growing value. The Bastages like Edwards wanted control and UC was not about to lay down. ENTER the DOJ to talk to UC. WHY? They needed a stock THAT HAD VALUE to Sting the bad guys.
Rboert Mahue and Roger Glenn Were NOT contacted by UC. He would rot in each respective waiting room. NO, it was the government that hired those august entitys.
We are so good to go IMO.
ragingbull.quote.com/mboard/boards.cgi?board=CMKI&read=387913&submit=GoBy: pleaseurban
27 Sep 2006, 05:26 PM EDT
Msg. 387919 of 623940
(This msg. is a reply to 387913 by DrillBit.)
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nice post and very likely. just wish we could prove it
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By: DrillBit
27 Sep 2006, 05:29 PM EDT
Msg. 387924 of 623940
(This msg. is a reply to 387919 by pleaseurban.)
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Read what RBI stated my friend. EOM
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By: bobbybdb011
27 Sep 2006, 05:36 PM EDT
Msg. 387940 of 623940
(This msg. is a reply to 387924 by DrillBit.)
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drillbit, I know they have devalued their assets however those figures were over a 10 year period, I still think it was a forced bargen basement sale.
BTW don't mean to be stupid but who is RBI? thanks
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By: DrillBit
27 Sep 2006, 06:04 PM EDT
Msg. 387962 of 623940
(This msg. is a reply to 387940 by bobbybdb011.)
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Bobby, long but please digest this:
rbitulsa
Can 12,000,000 shares make a difference?
« Thread Started on Jan 19, 2006, 2:51pm »
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Could 12,000,000 CMKI shares "awarded" between 1998 and 2001 have had a significant effect on what happened to CMKX in 2004?
It's possible...
(1) when they are deferred compensation stock awards,
(2) with a 5 to 10 year term execution term,
(3) protected by an anti-dilution clause,
(4) representing as much as 40% of the O/S at time of award, and
(5) when control is purposely hidden from future investors, officers, and business associates
I'll pose the following for discussion:
(1) There is enough evidence to look into the possibility that an individual or very small group took at least 40% control of CMKI in the very early stages of CMKI (if not from the very beginning), via the issuance of unregistered and deferred compensation stock grants (meaning the shares were awarded to the "holder", and considered part of the outstanding for reporting purposes, but the actual issuance was deferred), primarily through S-8 grants, where the individual or group had the option of when to elect the issuance of these shares.
(2) There is enough evidence to look into the possibility that the "holders" of these shares used multiple trusts and front companies, each holding a small percentage of the controlling person(s) total ownership, as a means of (a) evading the beneficial ownership reporting requirements, and (b) hiding the control from those who chose to do future business with the company (including investors).
(3) There is enough evidence to look into the possibility that this ~40% (or more) “unissued” control of the corporation sat dormant, and hidden, sometimes as long as SIX YEARS, until it was strategically used, beginning sometime in 2003 and ending sometime in 2004.
To clarify, I’m not arguing that this person or group controlled no more than 40% of the corporation, but that some portion of their ownership/control was gained between 1998 and 2001 (prior to the FALC merger) using deferred stock protected by an anti-dilution clause. Any shares they received or purchased through other means (or using similar means after 2001) would increase their majority ownership, quite possibly above 50%.
Let’s look at some historical information:
CMKI reported 30,561,038 shares outstanding as of June 13, 2001 (per their DEF 14A).
If you look at the Master Shareholder list, it shows that only 16,555,109 shares were issued as of June 13th, 2001.
So the total reported shares outstanding exceeds the total reported issued by about 14,000,000 shares on 6/13/01.
It is possible that the 1998, 2000, and 2001 S-8’s reconcile the difference. These 3 Equity Plans registered a combined total of approximately 14,000,000 shares, which could be used (in general) to issue either employee stock-options, or deferred compensation grants to others. It appears these 14,000,000 shares were shown as "outstanding" only for reporting purposes, but were not "issued" at the time, only "awarded" under the S-8's. The filings indicate that Samual Singal, then the President of CMKI (an employee) was issued 2,000,000 shares (pre-split) under the plan. But 100% of these shares were executed by Singal in August of ‘01, and the master shareholder list accounts for all issuances of shares to Singal, as reported in CMKI’s filing.
This leaves 12,000,000 S-8 shares, at least ~98% of which were awarded to non-employees, and subject to the deferred compensation stock and anti-dilution provisions.
Why is this worth looking into? It is worth considering because of the possibility that these 12 million shares, when considered together, represented and un-dilutable right to 40% control in the O/S, whenever the owner(s) chose to execute the issuance of the shares, and irrespective of what the issued was at that time.
« Last Edit: Jan 19, 2006, 4:18pm by rbitulsa »
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eshille
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Re: rbitulsa
« Reply #1 on Yesterday at 9:56pm »
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con't:
We don’t have to look further than Tinto Inc. and Duval Inc. to see the damaging effects of such hidden and anti-dilutive stock awards.
(A) Review the initial SEC filing for CMKI (the 10SB-12G filed on 8/3/1999, when CMKI was a holding company for CM300 showing:
Name of Beneficial Owner Owned Outstanding
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Samuel Singal. . . . . . . . . . . . . . . 4,130,000(1) 67.7%
Chancery Corporate Services. . . . . . . . 1,000,000(2) 16.4%
(2) The address for Chancery Corporate Services ("CCS") is Nassau, Bahamas. CCS is the corporate trustee with full voting and dispositive authority for the trusts which own Tinto Inc. and Dungavel Inc. Each of Tinto Inc. and Dungavel Inc. own 500,000 shares of Common Stock.
(B) Compare against the master shareholder list in the relevant period – no record of any issuance to Tinto or Dungavel during that time period.
(C) Review this excerpt from the DEF14A on 6/23/2000: "Section 16(a) Beneficial Ownership Reporting Compliance…” the Company believes that, during the fiscal year ended December 31, 1999, the filing requirements applicable to its executive officers, directors and ten percent shareholders were not fulfilled or not fulfilled on a timely basis."
(D) After this filing, there is never a mention again of Chancery, Tinto, or Dungavel –
(E) 3-1/2 years later in January of 2004, almost 6 years after the incorporation of CMKI, and long after the death of CM300 and the exodus of Samuel Singal, long after the transfer of the corporation to Jarvis, and from Jarvis back to “The Vegas Group”, Tinto, Inc. and Dungavel (aka “Duval Inc.”) make their stealth re-appearance on the CMKX T/A list. Tinto & Duval’s combined shares move from 1,000,000 shares (granted) in ‘99, to zero shares (reported) in 2000, to 35 Billion shares (issued) in January 2004 (note: equal to about 16% of the O/S at the end of January), to zero shares (held in cert) by June of 2004 (Interestingly, both Tinto and Duval surrendered the last of their shares on the day Edwards and Angel was named as our counsel).
(6) The question remains, were there possibly 12,000,000 other shares out there with the same type of destructive ability to collectively affect a increase in the O/S by as much as 40%, and at the holder’s time of choosing? Were these agreements properly disclosed? The 34,999,000,000 gain in shares by Tinto Inc., and Duval Inc. represents just 2 of more than 80 such “front companies” which can found on our master shareholder list in 2003 and 2004; some of which may have been granted (or transferred) similar deferred and anti-dilutive awards.
Other questions to ask are: Why would a dead-in-the-water company (CM300) incorporate in the U.S., register its shares, and issue a controlling interest through deferred compensation anti-dilutable shares? What is the benefit to be gained?
I would suggest that we consider the possibility that Singal’s CM300 Corp was financed by a group from Vegas going as far back as 1996.
I would suggest that in 1998, when it was evident that CM300 (a “computer gaming company” based in Toronto) was failing, with inadequate assets available to cover the Vegas Group’s loans, these financiers concocted a plan to move CM300 into a U.S. shell, converted the CM300 loans into deferred shares with anti-dilution protection, moved Singal and the CM300's remaining assets out the door, and began the search for a “mark” to move into the shell.
I would suggest that from 1998 through at least the end of 2003 (and possibly well into 2004), these same Vegas financiers maintained control of the CMKI/CMKX shell, via their past S-8 awards and other similarly dilutive and sometimes-hidden financing arrangements.
I would suggest that the reason that a single preferred share was created and used to “transfer ownership” of the corporation from Singal to Jarvis, then back to the Vegas financiers, is because the use of a preferred share allowed the financiers to keep their deferred share awards hidden and intact.
We know with some level of certainty from past filings that Ian McIntyre was from Toronto and was “a consultant in the computer game industry” in the 90’s. We know that Ian McIntyre was the signatory on at least several of John Edward’s front companies. We know with some level of certainty that John Edwards controlled Tinto, Inc. and Duval Inc. And we know that Ian McIntyre was the sole officer and director for over a year following Jarvis’ “sale” of CMKI back to the Vegas financiers. We know with some level of certainty that Urban Casavant did not “buy” the CMKI shell. Rather, according to Jarvis (and other information), it was the Vegas group of CM300’s financiers who purchased CMKI back from Jarvis (after Jarvis figured out the shell was corrupt) in late 2001; CMKI was completely dormant for almost a year, before merging Urban’s FALC claims into the shell in late 2002. We know with some level of certainty (according to the DEF 14C) that the Vegas financiers had financed Urban’s acquisition of the FALC claims between March and September of 2001. We know that this same group forgave over $10,000,000 in financing, in exchange for 85.8% of the outstanding stock (over 96% of it newly issued) at the time of the issuance, in late 2002.
At the time of the merger between CMKI and the FALC claims, was UC made aware of the hidden, non-dilutable, deferred compensation stock awards from 1998 through 2001? We know that when Urban moved the FALC claims into the CMKI shell, the auditor, attorney(s), and CFO were all “provided” to him, and all of these critical people were affiliated with John Edwards. Aside from the 35 billion in deferred stock executed by Tinto and Duval in January of 2004, how many of the remaining shares issued in 2004 might have been issued based upon other hidden, anti-dilutive deferred stock agreements? Did you and I pay the Vegas’ group back for their failed loans to CM300? How much profit did they receive as a result of their deceit?
It was always interesting to me that the repurchase of shares from ’03 and ’04 were, in total, almost exactly equal to the number of post-split shares received by Urban’s lenders in the FALC merger. The appearance, at least, suggests Urban was attempting to buy the financiers out of CMKX, and possibly take the corporation private. Was Urban being deceived by his Chief Financial Officer and others about the true nature of Urban’s control in CMKX? Did Urban discover in early 2004 the real nature of his limited control of CMKX? It is my opinion that the Brian Dvorak letter to 1st Global in early 2004 suggests just that. It is my opinion that the “Dvorak letter” provides a pivot point in the CMKX timeline; a fight for control, perhaps.
Most of want desperately to know what went on in 2004 and 2005. And no one I know has figured it out yet. Never-the-less, if we are ever to truly understand what happened after Edwards and Angel came on board (for example), we must try to get a grasp on what happened in the past, and why. No one can truly know what happened behind the scenes from 1996 to 2004. And CMKI/CMKX isn’t known for it’s openness. Which leads us to search for information on our own, and make judgments about our findings, which is what I have done here, and offered up for further discussion. Corrections and diverging opinions are welcome.
Excerpts from CMKI’s 2001 S-8, and from the follow-up DEF 14A
"Holder" means a person who has received an award under the Plan.
"Nonqualified Stock Option" means any Stock Option that is not an Incentive Stock Option.
"Deferred Stock" means Common Stock to be received, under an award made pursuant to Section 8, below, at the end of a specified deferral period.
"Stock Appreciation Right" means the right to receive from the Company, on surrender of all or part of the related Stock Option, without a cash payment to the Company, a number of shares of Common Stock equal to the SAR Value divided by the Fair Market Value (on the exercise date).
Excerpts from CMKI 2001 Performance Equity Plan (S-8 Filing):
Common stock issuable…under the 2001 Performance Equity Plan
10,000,000 $.12(1) $1,200,000
(1) Based on the last sale price of a share of our common stock…on May 15, 2001
(2) Pursuant to Rule 416, there are also being registered additional shares of common stock as may become issuable pursuant to the anti-dilution provisions of such plan.
Excerpt from the 2001 DEF-14A (relating to the S-8):
The 2001 Plan authorizes the granting of awards, whose exercise would allow up to an aggregate of 10,000,000 shares of Common Stock, to be acquired by the holders of such awards.
In order to prevent the dilution or enlargement of the rights of holders …the 2001 Plan is subject to equitable adjustment in terms of any award (both of shares and price) by the board of directors in the event of any increase or decrease in the number of shares of outstanding Common Stock …
Excerpts from CMKI 2001 Performance Equity Plan (S-8 Filing):
The Plan shall be administered by…to the extent possible…"non-employee directors"…and "outside directors".
The Committee shall have full authority to
award, pursuant to the terms of the Plan: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Deferred Stock, (v) Stock Reload Options and/or (vi) Other Stock-Based Awards.
select the officers, employees, directors and consultants of the Company or any Subsidiary to whom Stock Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock, Reload Stock Options and/or Other Stock-Based Awards may from time to time be awarded hereunder.
permit a Holder to elect to defer a payment under the Plan under such rules and procedures as the Committee may establish, including the payment or crediting of interest on deferred amounts denominated in cash and of dividend equivalents on deferred amounts denominated in Common Stock;
…the Committee may, in its sole discretion, at the request of the Holder, deliver upon the exercise of a Nonqualified Stock Option a combination of shares of Deferred Stock and Common Stock; provided that, notwithstanding the provisions of Section 8 of the Plan, such Deferred Stock shall be fully vested and not subject to forfeiture.
…a Holder, with the approval of the Committee, may transfer [Non-Qualified Stock Options]…by gift, for no consideration, or… to or for the benefit of the Holder's "Immediate Family"…or [to] a trust in which these persons have more than fifty percent beneficial interest, and a foundation in which these persons (or the Holder) control the management of the assets.
The Plan is intended to constitute an "unfunded" plan for incentive and deferred compensation. With respect to any payments not yet made to a Holder by the Company, nothing contained herein shall give any such Holder any rights that are greater than those of a general creditor of the Company.
Option Term. The term of each Stock Option shall be fixed by the Committee; provided, however, that an Incentive Stock Option may be granted only within the ten-year period commencing from the Effective Date and may only be exercised within ten years of the date of grant (or five years in the case of an Incentive Stock Option granted to an optionee who, at the time of grant, owns Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Company ("10% Shareholder").
By: currentplay1
13 Nov 2007, 07:41 PM EST
Msg. 623902 of 623942
(This msg. is a reply to 387962 by DrillBit.)
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What ifs and no FACTS... GET REAL...