posted
I was one of the early investors. Got in at .0001 rode it all the way to .0012 and back down again to .0001 and finally to never never land. I actually thought about selling at .0006, but they brought in a high profile, highly respected legal company and talked about being listed on a major exchange, plus they had that huge land position which seemed to contain major kimberlites and for the people that held on, they were issuing shares in other companies, all of which now, my brokerage account says sorry, these are no longer listed as real companies. Ah well, at least I did learn that if a stock goes way up and then starts a long decline, it's a good idea to take some profits. Actually, with any brains, I could have not only recovered my original investment, I could have made a nice profit and still had lots of shares left for a free ride, possibly to riches, which really seemed like an alomost sure thing, or a free ride to oblivian. I remember some of the posts I made glorifying the stock. I still remember when it hit .0012 and backed off some and one of the posters was very upset, because he was a teenager and his father made him sell his +100 million shares at .0010. He had been able to buy 100 million shares because he had bought QBID at .0001 and sold it at .0030 We told him that he shoud do what his father said. And that he had made some really nice profits on his two stocks. Then we went on to quess what the stock would end at the next week and the next year. I quessed .0015 and $1.50. I may have been off a bit in my quesses. If the person that made those two trades is still around and possibly reading this, how about stopping by and saying how you have done since you sold CMKX.
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quote:Originally posted by firefighterswct: Jan 4th payout Whooooooooo .... just the stuff im hearing ..... im not counting on it though ... i only bought a few million shares just incase there is a payout but im not holding my breath im trying to find out how to write it off as a loss anyways
One more day until the big payoff. What's everybody going to buy with their millions, new cars, diamonds mink coats, maybe that condo in Maui...???
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posted
Is there any way to hook CMKX and ETGMF together in one posting? I just read that ETGMF is drilling the old Smeaton property and finding kimberlite. It's got me wondering if this is a real company, or if the old CMKX sting is starting all over again. The PR looks a lot like the ones CMKX was putting out two years ago to pump up their stock. All IMO, of course....just wondering.
-------------------- If I give you bad information, please feel free to sue me. I have nothing left anyway. Ed
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posted
Is this company still alive? I am curious because my ex girlfriend told me a friend of her's had bought into some company and he said he was gonna be rich!
I joked and said, "I just hope it's not CMKX!" and she told me that is what it was.
Are there still shares out there? How is it possible someone can still be invested in this company?
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posted
CMKX has been revoked, which I assume means you cant buy shares. But ETGMF is alive. Question is whether it's CMKX's pump and dump all over again.
-------------------- If I give you bad information, please feel free to sue me. I have nothing left anyway. Ed
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LAS VEGAS, Jan 19, 2006 (BUSINESS WIRE) -- CMKM Diamonds Inc. today announced a corporate update to its stockholders by disclosing the following information:
Periodically CMKM intends to provide updates by the Task Force, which has been implemented to distribute assets primarily consisting of 45,000,000 shares of Entourage Mining Ltd. common stock. The Task Force will not be directly responding to questions from CMKM stockholders. Robert A. Maheu, a Task Force Administrator, stated, "The sole purpose of the Task Force is to assist the stockholders of CMKM in obtaining a distribution of the assets of CMKM, pursuant to a Distribution Plan, primarily consisting of the Entourage shares. We are not in a position to and will not speculate on hypotheticals. We are not dealing in the shadows and can assure all CMKM stockholders that all members of the Task Force are working as a united front and are all being provided with the same information."
As to why there has been no news in the past month, the Task Force was awaiting delivery of the share certificate from Entourage, which was received on Thursday, Jan. 12, 2006. The Task Force Administrators were of the opinion that any news relating to the Distribution Plan, without having receipt of the actual assets for distribution, may have sent an improper signal to the stockholders, implying that the assets were in the control of the Task Force.
On Nov. 18, 2005, Entourage Mining Ltd. announced that it had closed the private placement, which was a condition to completing the transaction involving the issuance of an original 50,000,000 shares of Entourage stock to CMKM. Subsequently, as a result of a decrease in the mining claims involved in the original transaction, Entourage unilaterally reduced the number of shares by 5,000,000 shares. (Entourage's press releases can be found on their Web site: www.entouragemining.com.)
In order to be considered a bona fide stockholder of CMKM, a physical stock certificate issued in his/her/its name will need to be presented to the Task Force for confirmation on or before the extended date of March 15, 2006, or as further extended in the sole discretion of the Task Force. It is unlikely that this date will be extended again, unless to provide sufficient opportunity for CMKM stockholders to obtain their certificates from brokerage houses, the DTC, and the Transfer Agent. The Transfer Agent has received numerous requests for certificate transfers and is doing its best to process requests as quickly as possible. The Task Force has asked all stockholders to please be courteous to the Transfer Agent and understand the magnitude of their job at hand. The Task Force is in active communication with the Transfer Agent and is doing everything within their power to assist with an orderly and efficient transfer process.
Electronic and/or other forms of ownership (i.e. - brokerage statements) will not be accepted by the Task Force as evidence of ownership. Therefore, CMKM stockholders who hold their shares in "street name" will need to demand physical certificates from their broker in order to be considered a bona fide CMKM stockholder, and be entitled to their proportionate share of the Entourage common stock and any other assets of CMKM to be distributed to bona fide stockholders.
Stockholder's certificates are only being utilized to verify their entitlement to their percentage of the distribution of CMKM assets, primarily consisting, at this time, of the Entourage stock. A stockholder will retain their CMKM shares upon completion of the verification process. It is currently not possible to estimate how long the verification process will take. Any stockholder, who cannot produce a certificate or does not desire receipt of a distribution, will not receive a distribution of Entourage shares or other CMKM assets. Any assets available for distribution will be proportionately distributed to those stockholders who have complied with the certificate verification process. Urban Casavant, CMKM's sole officer and director, has informed the distribution Task Force that neither he nor his immediate family members will receive any of the Entourage shares in the distribution.
The Task Force was formed solely for the purpose of establishing a Distribution Plan and supervising the distribution of the Entourage shares and other assets of CMKM, if any. The Task Force will not be conducting any due diligence to determine the validity of any other potential assets of CMKM other than those stated above. The Frizzell Law Firm is handling the certificate fax-in program and certificate verification. Because of the significant interest of various stockholder groups, it has been determined by the Task Force to delegate the various activities required to comply with a Distribution Plan. The Distribution Plan has not been finalized at this time.
The Task Force has been apprised of the significant rumors pertaining to the receipt of funds and erroneous agreements reached with brokerage firms short in CMKM's stock. Other than the funds received from Casavant to pay for certain of the costs associated with the Task Force's operations, there have been no funds received from brokers/dealers or any other sources. In addition, none of the Task Force Administrators have been in communication with any firm as to a proposal to cover a failed delivery in CMKM stock. Further, Maheu categorically denies that he has a grandson involved with CMKM, and stated that "anyone purporting to be my grandson and involved with CMKM is not legitimate." Additionally, it should be known that the Stoecklein Law Group is not counsel for CMKM. The Stoecklein Law Group is currently involved only in assisting stockholders in the receipt of their appropriate number of shares of Entourage stock and other assets, if available.
The Task Force has established two fax lines (903-595-5724 and 903-595-5394) where all CMKM stockholders can fax a copy of their certificates to be matched to a certified stockholder list. All CMKM stockholders will need to be identified on or before March 15, 2006, or as further extended at the sole discretion of the Task Force. Once CMKM's stockholders are identified, the Task Force will issue further instructions on how and when distributions will be made.
Lastly, each of the members of the Task Force has received subpoenas from the SEC to produce documents and appear for depositions. It is unclear at this time what impact the SEC will have, if any, on the distribution and operations of the Task Force.
CMKM stockholders are being asked to please refrain from contacting Maheu, the CMKX Owners Group, the Frizzell Law Firm and/or the Stoecklein Law Group. All corporate and Task Force updates will be made in press releases or other forms of distribution media as they become available. The Task Force has established a Web site, www.cmkmtaskforce.com, for posting of corporate updates and other relevant information as and when it becomes available.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM S-8
ENTOURAGE MINING LTD. (Exact name of registrant as specified in charter.)
BRITISH COLUMBIA Not Applicable (State of other jurisdiction or organization) (I.R.S. Employer of incorporation Identification Number)
475 Howe Street Suite 614 Vancouver, British Columbia Canada V6C 2B3 (604) 669-4367 (Address and telephone of executive offices, including zip code.) ENTOURAGE MINING LTD. STOCK OPTION PLAN
Gregory F Kennedy, President ENTOURAGE MINING LTD. 475 Howe Street Suite 614 Vancouver, British Columbia Canada V6C 2B3 (604) 669-4367 (Name, address and telephone of agent for service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
In addition, pursuant to rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
CALCULATION OF REGISTRATION FEE
Title of Each Class of Aggregate Proposed Proposed Maximum Securities to be Amount to be Maximum Offering Price Aggregate Offering Amount of Registration Registered Registered per Unit/Share Price [1] Fee [1]
Common Shares, no par 7,200,000 $ 0.46 $ 3,312,000 $ 354.38 value, issuable upon exercise of stock options by Grantees
Totals 7,200,000 $ 0.46 $ 3,312,000 $ 354.38
[1] Based upon the mean between the closing bid and ask prices for common shares on January 16, 2006 in accordance with Rule 457(c).
PURPOSE OF REGISTRATION STATEMENT AND DESCRIPTION OF PLAN
This Registration Statement amends our earlier Registration Statement filed on January 20, 2005 on EDGAR to reflect an increase of shares issuable to 7,200,000.
This Registration Statement on Form S-8 registers shares issuable under the Company's 2005 Stock Option Plan.
Under the terms of the Plan, a total of 7,200,000 shares of common stock can be issued as incentive stock options to directors, employees and consultants of the Company.
The terms of the Plan disclosed in the attached copy of the Plan, but include the following:
- exercise price and other terms of the options are to be determined by the Board of Directors, who administer the Plan and who will take into account the market price of the Company's securities at the date of any stock option grant.
- the shares of common stock issuable under the Plan have the same rights and restrictions as all other issued and issuable shares of common stock of the Company.
- previously issued incentive stock options issued under the Company's previous stock option plan, which was also subject to registration by way of Form S-8, are continued under the new Plan.
Any shares issuable under the Plan, althrough registered by way of this registration statement, may require a resale prospectus prior to resale by affiliates or others.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We hereby incorporate by reference the following:
a) Our last Form 20-F filed with the Securities and Exchange Commission ("SEC"), SEC file no. 000-50305.
b) All other reports, proxy statements and information statements filed subsequent to the foregoing Form 20-F to pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange Act"), including reports on Form 8-K.
ITEM 4. DESCRIPTION OF SECURITIES.
Common Stock
Our authorized capital stock consists of 100,000,000 shares of common stock, no par value per share. The holders of our common stock:
* have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
* are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
* do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
* are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.
All shares of common stock, now outstanding, are fully paid for and non-assessable and all shares of common stock will be fully paid for and non-assessable. We refer you to our articles of incorporation, bylaws and the applicable statutes of the laws of British Columbia for a more complete description of the rights and liabilities of holders of our securities.
Non-cumulative voting
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.
Cash dividends
As of the date of this registration statement, we have not paid any cash dividends to our stockholders. The declaration of any future cash dividend will be at the discretion of our
board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Anti-takeover provisions
There are no British Columbia anti-takeover provisions that may have the effect of delaying or preventing a change in control. The Company may be subject to securities laws and regulations, both in Canada and in the United States, which require notice of any takeover of the Company and, in some cases, the preparation of a takeover bid circular.
Dividends
Holders of the common stock are entitled to share equally in dividends when, as and if declared by our board of directors, out of funds legally available therefore. No dividend has been paid on the common stock since inception, and none is contemplated in the foreseeable future.
Stock transfer agent
Our stock transfer agent for our securities is Computershare Trust Company of Canada, 510 Burrard Street, Vancouver, British Columbia, Canada V6C 3B9 and its telephone number is (604) 661-9400.
Shares outstanding
We have 73,240,727 shares of common stock outstanding as of the date of this Registration Statement on Form S8.
Some of the shares are held by affiliates. Common shares held by affiliates of Entourage Mining and restricted securities may be sold in the public market in the United States only if registered or if they qualify for an exemption from registration, including the exemptions under Section 4(1) and/or Rules 144 or 144(k) under the Securities Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
None. Neither our principal accountants nor our named legal counsel owns securities of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
We may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he or she acted in good faith and in a manner he or she reasonably believed to be in our best interest. In certain cases, we may advance expenses incurred in defending any such proceeding.
Regarding indemnification for liabilities arising under the Securities Act of 1933, as amended, which may be permitted to directors or officers pursuant to the foregoing provisions, we are informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION.
None; not applicable. The securities referred to hereunder are registered under the Securities Act of 1933 by this Registration Statement.
ITEM 8. EXHIBITS.
The following Exhibits are incorporated herein by reference from the Registrant's Form 20-F Registration Statement, as amended, filed with the Securities and Exchange Commission, SEC file #000-50305. Such exhibits are incorporated herein by reference pursuant to Rule 12b-32:
1.1 Amendments to Articles of Incorporation 1.2 Certificate of Change of Name 1.3 Special Resolution dated March 28, 2002, effecting a stock split 2.1 Share Certificate - Common Stock 4.1 Assignment Agreement 4.2 Assignment Agreement - Finlayson 4.3 Escrow Agreement
As well, we incorporate by reference our reports on 8-K dated 08/30/2005; 10/13/2005; 10/26/2005; 10/31/2005; 11/22/2005; 11/23/2005; 11/25/2005; 11/30/2005; 12/23/2005; and 01/03/2006.
The following documents are filed herewith:
Exhibit No. Description
5.1 Opinion of CD Farber Law Corp, regarding the legality of the securities registered under this Registration Statement. 10.1 Stock Option Plan. 23.1 Consent of Dale Matheson Carr-Hilton Labonte, Chartered Accountants. 23.2 Consent of CD Farber Law Corp. to the inclusion of their opinion in this Registration Statement.
1. to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
2. that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and,
3. to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement thereto to be signed on its behalf by the undersigned, thereunto duly authorized on the 18th day of January, 2006.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement thereto has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Paul Shatzko Chairman, Member of the Board of Directors January 18, 2006 Paul Shatzko
/s/ Greg Kennedy President, Chief Executive Officer and a January 18, 2006 Greg Kennedy member of the Board of Directors
/s/ Michael Hart Secretary, Member of the Board of Directors January 18, 2006 Michael Hart
/s/ Corey Klassen Director January 18, 2006 Corey Klassen
posted
Total Shares: 218,124,659,462 Number of Shareholders: 8954 These are the figures from CMKX site today.
This figures out to 24 million shares per shareholder. There are 45 million shares of ETGMF available to be divided among the shareholders. If there are 218,124 million shares out, dividing that into the 45 million available shares means that shareholders will get .0002 share per million. If the average is 24 million, then for 24 million you will get .005 share of ETGMF. Presently ETGMF is selling at .50 a share. SOoooo, if you own 24 million shares of CMKX, you will get .005 of a share of ETGMF worth $0.0025 at today's price. And if you happen to own 5 BILLION shares of CMKX, you qualify for ONE FULL SHARE OF ETGMF !!!! worth $0.50. What a bargain....how much did it cost you to get your certs and fax them in?????
-------------------- If I give you bad information, please feel free to sue me. I have nothing left anyway. Ed
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posted
Did the math myself. If somebody who has better math skills than me would like to take a whack at it, I'd enjoy seeing how anyone is going to make any money (over and above what you invested in CMKX) from ETGMF. Even assuming YOUR figure of 200 per million is correct, has your CMKX investment made money?
-------------------- If I give you bad information, please feel free to sue me. I have nothing left anyway. Ed
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posted
oh i never said i am going to make a dime,, matter of fact i lost the dime i had,,,sux to be me,,, but the math is about right now,,, until more shares get in there and kill the numbers..... If all the shares get added in its like a 15, 000 to one R/S....so i need it to go to around 97 bajillion dollars a share to make my money back.
-------------------- I don't play well with others, and have a problem with authority. I love to see the big guy fall to the under-dog.
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posted
Wait! I thought you guys were just rehashing old times. You mean these guys are still out there "working" it.
Geez...what does it take to kill off one of these things. I didn't get in on this one, but not for lack of trying. My Scottrade wouldn't let me buy this stock. Hoo Boy I was pissed off back then! Now I'm thankin my lucky stars.
One of the reasons I will always have an account with ST.
Course...one could make the arguement that if they are still working the mine even after deregulation then they really must believe that they are sitting on a diamond mine..... HA
Screw it, I got better places to lose my money.
The Bigfoot
-------------------- No longer eligible for government service due to lack of tax issues.
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Big Foot, I think I heard Frankie scam boy Olsen [ or what ever the felon calls himself ]and Urban Cassavant are engaged to get Hitched!
Yep! makes sence! Then they can hide out together in my stolen " Shed/Condo/Outhouse on ski's " in the far North and scam each other into oblivian!!!
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posted
Diamond found, it has been discovered that one of Mick Jaggers teeth was replaced with a diamond. We'll have to wait till hes asleep in a old folks home before we retrieve it.
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