posted
Then it proves he sold those shares becaus ehe signed off that he only held 600 million or 8.3% on Jan. !5 2003. Better read.
The following Table sets forth the Common Stock ownership information as of January 15, 2003, with respect to (i) each person known to the Company to be the beneficial owner of more than 5% of the Company's Common Stock, (ii) each director of the Company, (iii) each person intending to file a written consent to the adoption of the Amendment described herein, and (iv) all directors, executive officers and designated shareholders of the Company as a group. This information as to beneficial ownership was furnished to the Company by or on behalf of each person named. Unless otherwise indicated, the business address of each person listed is 1481 West Warm Springs Road, Suite 133, Las Vegas, NV 89014.
Table 1. Beneficial Ownership (a)
Shares Beneficially Owned Percent of Class
Urban Casavant (1)(2)(3) 600,000,000 8.3%
Casavant Family As A Group (2)(4)(5) 170,300,000 2.4%
Majority Shareholders (2)(6) 6,988,191,000 85.8%
Total Consenting Shareholders
96.5%
Directors and Officers As a Group
8.3%
-------------------- Invest with your brain not with your heart.
IP: Logged |
posted
Matter of fact the Special meeting states that the claims were paid with cash so the shares must have been issued to float and sold on open market to raise cash to pay for claims.
Table 1 (1)
Registered Owner Area(2) Due Date (3) Paid Cnd / USDollar
Buckshot Holdings Ltd. (50%) Commando Holdings Ltd. (50%) 78,177 March 2 and 9, 2003 $938,124 $614,037
101010307 Saskatchewan Ltd. 70,427 May 11, 2003 $845,124 $553,165
101012190 Saskatchewan Ltd. 81,568 August 16, 2003 $978,816 $640,629
posted
yes, i watched this unfold from almost the beginning...
you should have seen some of the first pump-jobs...
people were saying that they had phone conversations with locals in saskastch. and the diamonds were coming out of the ground so fast you could see them in the tailings( i'm not joking)....
the threads got deleted unfortunately....
alot of threats were made...Kevin Bailey are you out there? we actually used to have e-mail addresses posted here...but CMK? was the reason they were hidden... it was outrageous...
-------------------- Don't envy the happiness of those who live in a fool's paradise.
IP: Logged |
I think you are 100% correct about the timing. That filing with the SEC on Jan 30, 2003 is confusing as anything I have ever seen.
They say that "Majority Shareholders" control 85%+ of the company.
Then, they go on to say "As a Group, the Casavant Family holds 10.7% of the Company's shares."
They further state: "(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."
It would appear to me they might have taken that 1 Pfd share, gave it control in Common Stock and subsequently divided it up among various entities in amounts not to exceed or equal 5% (4.9%). My guess is that either UC or family members (+ our friend Dhonau) control those entities in some manner, shape or form. That way they may be able to circumvent reporting requirements of beneificial ownership. Either that or they falsified that SEC filing.
I have NEWS for you, someone is controlling that company in some way!!!!
IP: Logged |
posted
Here is were UC contacted a lawyer to see whether he could bypass shareholder majority and not contact them on voting issues. VERY INTERESTING
EX-5 3 opinion.htm OPINION RE: LEGALITY DVORAK & ASSOCIATIES Attorneys and Counselors at Law ______________________________________________________________________________
136 Arbor Way Henderson, Nevada 89074 PO. Box 230656 Las Vegas, Nevada 89123 (702) 794-4992 (Fax) (702) 794-4532 bdvorak@lvcm.com
January 12, 2003
Board of Directors Casavant Mining Kimberlite International, Inc. 3887 Pacific Street Las Vegas, Nevada
Re: Opinion of Counsel Respecting certain Shareholder Actions
Gentlemen:
I am an attorney to practice law in the State of Nevada. I have been asked to render an opinion as to whether certain actions may be taken at a shareholders meeting held without notice with the consent of a majority of the corporation shareholders. Casavant Mining Kimberlite International, Inc. is a Nevada corporation and is thus governed by Nevada law.
In connection with the matter I have examined relevant records and documents and have examined such relevant law, as I have deemed necessary to render the following opinion.
The actions proposed to be taken at the shareholders meeting on January 15, 2003 are as follows:
a) adopting amended bylaws
b) amendments to the corporate charter
c) ratifying majority share acquisitions
d) electing directors and ratifying officer appointments
e) approving investment banking and other financings
f) approving shares issued by the corporate to date.
Nevada section 78.320 states:
2. Unless otherwise provided in the articles incorporation or the bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at lease a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.
3. In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.
Nevada section 78.390
(b) At the meeting, of which notice must be given to each stockholder to vote pursuant to the provisions of this section, a vote of the stockholders entitled to vote in person or by proxy must be taken for and against the proposed amendment. If it appears upon the canvassing of the votes that stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, as provided in subsections 2 and 4, or as may be required by the provisions of the articles of incorporation, have voted in favor of the amendment, an officer of the corporation shall sign a certificate setting forth the amendment, or setting forth the articles of incorporation as amended, and the vote by which the amendment was adopted.
The actions listed above to be taken are all such that would be regularly voted upon at a shareholders meeting and/or meet the requirements for amending the articles of a Nevada corporation.
It is thus my opinion that the items listed above may be voted upon at a meeting of shareholders of Casavant Mining Kimberlite International, Inc. held without notice to which written consent of in excess of 51% of the shareholders is received.
Very truly yours,
/s/ Brian Dvorak Brian Dvorak, Esq.
[ April 27, 2005, 21:52: Message edited by: Ric ]
-------------------- Invest with your brain not with your heart.
IP: Logged |
posted
In April 2003 he still only had 600 million shares.
Share Lockup Agreement
This Share Lockup Agreement (the "Agreement") is entered into this ___ day of April, 2003 by and between Urban Casavant, an individual resident in the State of Nevada (hereinafter referred to as "Casavant"), Casavant Mining Kimberlite International, a Nevada corporation ("CMKI"), and Thomas C. Cook and Associates, Ltd., a Nevada professional law corporation (hereinafter referred to as "TCC").
RECITALS
WHEREAS, Casavant currently is an affiliate of CMKI, by virtue of the fact that he is currently the president of CMKI and is the holder of record of six hundred million (600,000,000) common shares of CMKI, represented by certificate number 5171 (the "Shares"); and
WHEREAS, Casavant and CMKI believe that it would be in the best interests of CMKI and its shareholders for the Shares to be held in escrow for a period of time; and
WHEREAS, Casavant and CMKI have mutually chosen to utilize TCC as the Escrow Agent.
-------------------------------------------
IN WITNESS WHEREOF, the parties hereto have set their hands this ___ day of April, 2003.
Urban Casavant, an individual Thomas C. Cook and Associates, Ltd., ("Casavant") a Nevada professional corporation
("TCC")
By: /s/ Urban Casavant By: /s/ Thomas c. Cook Urban Casavant Thomas C. Cook, Esq., President Casavant Mining Kimberlite International, a Nevada corporation ("CMKI")
By: /s/ Urban Casavant Urban Casavant, President
-------------------- Invest with your brain not with your heart.
IP: Logged |
posted
Total issued and outstanding shares as of January 15, 2003 was 7,241,653,404 common shares."
"3,570,300,000 divided by total os 7,241,653,404 equals 50% The Combined Casavant held 50% of the entire OS from the beginning."
==========================================
ok fine at 1 point he owned 3.5 billion. we know that was increased to 40 billion at 1 point. but he gave them away!!!!! they went to nevada minerals!!!! it left him without share #1 or ZERO shares. that was in july of 2004. there is nothing but guesses as to if he bought or gave himself any more. in fact they had to issue NEW shares to finish the 75 billion needed to pay nevada. those shares are now in the treasury according to the buy back pr. thus the most he could own in 279 billion & paying roger glen has not been figured in. if the float was less then 50% the t/a would not be gagged. i'm not saying i have called a number of pink sheet t/a's but i have called 2 & both told me the o/s & the float, or at least a close guess as the exact numbers where not right there. they don't say call the company, its a secret. heck even qbid with its huge o/s will give you an exact number.
-------------------- "keep your stick on the ice & your cup firmly in place"
IP: Logged |
posted
they may be sells highway, they may be someone acting on UC's behalf trying to buy enough to cover his butt. the only hope cmkx has is to go into court & show they are doing everything possible to get everything legel & correct. thus they may be buying all they can now. bottom line is i dont think it will be revoked, i believe mahoo will get complete control & UC will be barred from having anything to do with cmkx. heck he may be buying so that when he is gone & mahoo r/s's the crap out of the o/s he still holds some shares, maybe even enough to try a take over. but if barred that won't work or be allowed by the SEC.
-------------------- "keep your stick on the ice & your cup firmly in place"
IP: Logged |
posted
got this from another board...its a simple question but right on the button
Re: CMKX - Talk All About It! « Reply #135 on: Today at 6:49pm » Quote Modify
-------------------------------------------------------------------------------- Ok, here's my problem with all these wonderful theories, and believe me I hope they are true because it would help me a lot if my shares were worth something. If Urban is this genius at moving all these pieces around and confusing giants like DeBeers, why then didn't he know what is required of a reporting company
I'm no stock genius, but the mistakes he made with CMKX are pretty straight forward. It doesn't seem hard to figure out how many shareholders there are, which is basically what we are being told was where the confusion came from.
-------------------- "keep your stick on the ice & your cup firmly in place"
IP: Logged |
posted
Also legal, UC made it clear by repeating it twice that the 2.8 billion shares being issued were free tradable shares. That was wrote befor the 15th because it even states that the agreement was to be final by the 15th Special Meeting. Then in the 15th Special meeting it was clear that UC only had 600 million shares and also restated in the April lockout of his shares. It also was clear that the float was 6.988 billion so those shares were already to float at the time of the 15th meeting.
"PAYMENT IN SHARES. On or before Closing of this Agreement or as otherwise agreed to by the Parties, CMKI shall pay to the Seller and its designees the sum of not less than 2,800,000,000 of its common voting shares in certificate form and the sum of $2,000,000. Each share certificate issued by CMKI will be duly endorsed as being "fully paid" and "non-accessable" and will be countersigned by the President and Secretary-Treasurer in their capacity as the duly elected corporate officers and countersigned by the transfer agent. Each certificate will bear a Rule 144 restrictive legend, as more fully described in section "2.2" hereinbelow or shall be otherwise "free trading" shares with the number of Rule 144 shares and free trading shares being agreed upon after a share audit of CMKI and subject to the further approval and ratification by the majority shareholders of CMKI to occur on or before January 15, 2003."
But if you read the 15th meeting, there was no mention of shares just cash. And the fact he signed off he only had 600 million shares on the 15th.
-------------------- Invest with your brain not with your heart.
IP: Logged |
Gender: Posts: 6740 REPOST/UPDATE: Small Business Issuer « Thread started on: Apr 26th, 2005, 11:49am »
-------------------------------------------------------------------------------- From Regulation SB:
(1) Definition of small business issuer. A small business issuer is defined as a company that meets all of the following criteria:
(i) has revenues of less than $25,000,000; (ii) is a U.S. or Canadian issuer;
(iii) is not an investment company; and
(iv) if a majority owned subsidiary, the parent corporation is also a small business issuer.
Provided however, that an entity is not a small business issuer if it has a public float (the aggregate market value of the issuer's outstanding securities held by non-affiliates) of $25,000,000 or more.
25,000,000 dollars divided by .0002 = 125,000,000,000
Then Public Float is less than 125,000,000,000
25,000,000 dollars divided by .00015 = 166,666,666,666
Then Public Float is less than 166,666,666,666
Current Share Count from Owners Group = 160,318,816,989
Almost there folks.... on only 2088 shareholders of a supposed 50,000+
(note: From CMKX Exhibit List: 10. Regulation SB)
They have repeated that they are a small business issuer at least three times now.
IP: Logged |
posted
not really highway...a mm's job is to keep the market flowing. he is to buy at any posted bid no matter if there is a buyer or not. this is why you see a mm drop off the board or bump his ask out of range. either he has bought more then he wants or has none to sell. thats why you see bids not keeping up with the ask or dropping so fast when a dip comes or a stock crashes. mm's get stuck with a stock once in a while too.
-------------------- "keep your stick on the ice & your cup firmly in place"
IP: Logged |
posted
Ric, in reference to that "Opinion of Counsel" by Brian Dvorak,Esq., here is something of interest and may suggest his true level of credibility:
"According to an Oct. 29, 2001, registration statement filed with the SEC, at least two people with connections to U.S. Canadian Minerals and associated companies were also early participants in Barrington Foods; specifically, lawyer Brian Dvorak and, perhaps more significantly, John E. (Ed) Dhonau."
IP: Logged |
posted
legel..all you have done is give us 1 more reason the SEC has to nail UC. there can't be enough of the cmkx kool-aide to get any almost right minded person to believe the float is less then 166 billion. i don't think smoking crack for a bunch of days non-stop could get anyone that started out sane to believe that
-------------------- "keep your stick on the ice & your cup firmly in place"
IP: Logged |
I think you are 100% correct about the timing. That filing with the SEC on Jan 30, 2003 is confusing as anything I have ever seen.
They say that "Majority Shareholders" control 85%+ of the company.
Then, they go on to say "As a Group, the Casavant Family holds 10.7% of the Company's shares."
They further state: "(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."
It would appear to me they might have taken that 1 Pfd share, gave it control in Common Stock and subsequently divided it up among various entities in amounts not to exceed or equal 5% (4.9%). My guess is that either UC or family members (+ our friend Dhonau) control those entities in some manner, shape or form. That way they may be able to circumvent reporting requirements of beneificial ownership. Either that or they falsified that SEC filing.
I have NEWS for you, someone is controlling that company in some way!!!!
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
IP: Logged |
posted
Legal, The preferred doest matter because the intent was clear that UC was intending to bypass majority. Re-read the letter to the lawyer above on how to vote withiut a majority.
Board of Directors Casavant Mining Kimberlite International, Inc. 3887 Pacific Street Las Vegas, Nevada
Re: Opinion of Counsel Respecting certain Shareholder Actions
Gentlemen:
"I am an attorney to practice law in the State of Nevada. I have been asked to render an opinion as to whether certain actions may be taken at a shareholders meeting held without notice with the consent of a majority of the corporation shareholders. Casavant Mining Kimberlite International, Inc. is a Nevada corporation and is thus governed by Nevada law."
-------------------- Invest with your brain not with your heart.
IP: Logged |
quote:Originally posted by Ric: Also legal, UC made it clear by repeating it twice that the 2.8 billion shares being issued were free tradable shares. That was wrote befor the 15th because it even states that the agreement was to be final by the 15th Special Meeting. Then in the 15th Special meeting it was clear that UC only had 600 million shares and also restated in the April lockout of his shares. It also was clear that the float was 6.988 billion so those shares were already to float at the time of the 15th meeting.
"PAYMENT IN SHARES. On or before Closing of this Agreement or as otherwise agreed to by the Parties, CMKI shall pay to the Seller and its designees the sum of not less than 2,800,000,000 of its common voting shares in certificate form and the sum of $2,000,000. Each share certificate issued by CMKI will be duly endorsed as being "fully paid" and "non-accessable" and will be countersigned by the President and Secretary-Treasurer in their capacity as the duly elected corporate officers and countersigned by the transfer agent. Each certificate will bear a Rule 144 restrictive legend, as more fully described in section "2.2" hereinbelow or shall be otherwise "free trading" shares with the number of Rule 144 shares and free trading shares being agreed upon after a share audit of CMKI and subject to the further approval and ratification by the majority shareholders of CMKI to occur on or before January 15, 2003."
But if you read the 15th meeting, there was no mention of shares just cash. And the fact he signed off he only had 600 million shares on the 15th.
RIC,I'M SMART ENOUGH TO PUT ENOUGH VOTING SHARES IN THE NAME OF FAMILY MEMBERS RATHER THAN MY OWN NAME, AND I'M A KOOL-AID DRINKER.
IP: Logged |
posted
legal wrote; "They have repeated that they are a small business issuer at least three times now."
legal,
Once they filed that Form 15 and attested to the incorrect shareholder count, any previous category (such as a small business issuer) no longer has merit, meaning or substance. That is no longer an issue as to the SEC proceedings. They haven't a leg to stand on with that idea.
IP: Logged |
posted
hey guys, i think legel is really on our side. i think he was once on a debate team & misses it so bad he has taken the cmkx side just to get his daily debate fix. he has proven he is not a complete idiot. yet day after day he brings in stuff that hurts my head to try & understand how anyone could believe in. i think legel is a closet basher...lol
-------------------- "keep your stick on the ice & your cup firmly in place"
IP: Logged |
posted
legal wrote: "RIC,I'M SMART ENOUGH TO PUT ENOUGH VOTING SHARES IN THE NAME OF FAMILY MEMBERS RATHER THAN MY OWN NAME, AND I'M A KOOL-AID DRINKER."
Then account for the two following statements:
(5) The Casavant Family consists of 22 members who are related to Urban Casavant. Their respective share holdings are reported separately from Urban Casavant. As a Group, the Casavant Family holds 10.7% of the Company's shares.
(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 forebearance of monies due them for loans and services rendered in connection with the Casavant Mineral Claims and their assignment to the Company.
IP: Logged |
posted
The "Majority Shareholders" is a controlling entity in itself. It is composed of family members and other insiders like Dhonau, Dvorak and others. It apparently holds the "one" preferred share, and billions of common stock. It has never lost control of this company, and never will. And it has held 51%, 65% and 85% at various times, and undoubtedly holds more than 51% now. It was probably organized from the beginning to never allow any entity to raid the company. I am not upset that I am not allowed to vote in this company. I didn't get in this stock to run a company; I got into it to make money. Whether that happens or not, is yet to be seen. I think it will, some think it is a dead corp.
But I think we can all agree that this company's story has not yet been finished; write what ever ending you desire.
I think we can all agree that this is the most highly traded security in history. The most important question is "WHY". Why has it been allowed to continue after the UCAD/USCA investigation? Why are shares still being purchased in the billions daily, after suspension and announcement of an investigation? (And know this, the numbers being reported on Level II are nowhere close to those being reported on Level III, where brokers trade amongst themselves.) Why is the company still on the acquistion trail? Why is a "company supportive" shareholders group growing dramatically in numbers and influence, and for the first time in history being allowed to participate in a SEC Hearing? Why are brokerage houses allowing trading in the 5th digit for the first time in history? There are a dozen more questions I could place here, but I think everyone gets the idea. This is not a normal stock, this isn't even a "normal" scam.
IP: Logged |
posted
legal, you responded to my post about the Pfd Stk as follows:
"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"
What you have overlooked is that that 1 share of Pfd Stock along with the total Pfd authorized was cancelled prior to the filing in question which was Jan.30,2003 and also prior to the Spcl. Meeting in question. That Pfd Stk (all 3 mil authorized-incl the 1 sh issued) was cancelled Sept.30, 2002.
IP: Logged |
posted
OK the posts on getting advice from the attorney on bypassing majority are growing. Here is what I understand. John Jarvis, of CyberMark days, had been given a large chunk of shares for his interest in CyberMark. After a short time, as the rumors go, John Jarvis tried to take over CMKI and hostilities broke out. Urban was trying to figure out a way to prevent a take over. IMO. He never had to figure out a way to keep public shareholders out of the process, they were never in it. He only had to figure out how to keep a hostile insider from taking over.
IP: Logged |
UBBFriend: Email this page to someone!
Printer-friendly view of this topic
