Post by sandi66 on Nov 4, 2007 13:13:56 GMT -5
Lilburrito…in response to message concerning several items you asked to “DD This!”…here is the big enchilada from Donald Stoecklein explaining the items you conveyed as improper use of corporate assets. Pedro, you are an accountant, correct? Why did you leave the balance sheet out?
Excerpt from Donald Stoecklein’ Letter Dated July 28, 2005
First, you questioned the economic substance of a transaction between CMKM and US Canadian Minerals (“UCAD”), a company CMKM has business dealings with and with which your firm was previously the independent accountant, whereby Urban Casavant and his family “advanced” UCAD approximately $15 million. You had the opportunity to verbally question Mr. Casavant on this subject and during this process you were informed Mr. Casavant made an investment into UCAD, not advances. Mr. Casavant's personal investments are well outside the scope of CMKM's audit. You were entirely informed of CMKM's intentions to fully disclose any and all related party transactions, when identified, in its financial statements and the notes thereto, when completed. Regardless of Mr. Casavant's forthright cooperation and honest answers to your questions pertaining to his personal investments, you felt it imperative to make unfounded speculations as to the origins of the funds, even though in your own words “it's not apparent how the Casavants obtained the $15 Million”.
Second, you raised an issue as to the relationship between CMKXtreme, Inc. and CMKM and “whether the use of the funds [$4 million for ‘promotion and advertising'] truly advanced the best interest of CMKM.” We are unaware of any expertise your firm has in
the promotion and advertising industries, however, numerous public companies pay millions of dollars per year to sponsor racing and other professional sports teams. Additionally, it is unclear to us what authority you have as an independent accountant to make judgments upon business decisions made by CMKM management without jeopardizing your independence. CMKM's sponsorship of the CMKXtreme racing team has garnered tremendous publicity and has been greatly appreciated by its stockholders. As the sole officer and director of CMKM at the time of the payments, Mr. Casavant, irregardless of his ownership position in CMKXtreme, had full authority to expend corporate funds to promote and advertise CMKM.
Third, assuming CMKM's reporting status was suspended immediately upon filing the original Form 15 on July 22, 2003, loans made to officers and directors, if any, from July 22, 2003 through February 17, 2005 could not be in violation of the Sarbanes-Oxley Act of 2002, as CMKM would not be considered an Issuer, therefore it would not be subject to the provisions of Sarbanes-Oxley. It was fully understood by you CMKM would address any possible reporting deficiencies and, disclosure obligations related to those deficiencies, if any, would be made once final determinations were made. You openly admit CMKM's books and records are incomplete, which you knew before your engagement, but still felt it relevant to prematurely make unsubstantiated assumptions as to a potential violation.
Fourth, since its initial meetings in June pertaining to the audit of CMKM and throughout your due diligence period, CMKM was entirely upfront and honest in disclosing to your firm not all documents required to commence an audit were in the possession of current management and CMKM was using its best efforts to obtain records from prior management. The Board was forthcoming in stating it was currently unable to provide enough information to your firm for the purpose of performing general audit procedures. Even with this upfront and honest disclosure, you chose to, within only 7 business days, chastise CMKM for the current state of their books and records knowing full well this information was fully disclosed to you prior to you choosing to accept an additional $75,000 and engage as CMKM's auditor.
Lastly, because of CMKM's belief it did not have to file periodic reports from July 22, 2003 through February 17, 2005, your concern over the disclosure of related party transactions is unfounded. Further, Urban Casavant, as the sole officer and director of CMKM, had complete authority to enter into transactions on behalf of CMKM, whether these transactions were with related parties or not. In addition, it has always been CMKM's intentions to fully and completely disclose all related party and other relevant transactions as part of its audited financial statements when they are completed, as was discussed with you on several occasions.
In closing, your actions in holding CMKM's funds hostage and the potential defamatory and baseless statements contained in your “draft” letter are truly disappointing. You were made fully aware of CMKM's current status prior to your engagement, however, you chose to engage them, take an additional $75,000 and then within only days, without any attempt to talk with management or any of the other professionals engaged by CMKM, write a letter which contained completely baseless claims. Attempting to create cause was the only way for you to end your engagement with CMKM, which would coincidently entitle you to keep any remaining funds you had on retainer. You have recklessly attempted to create cause by failing to comply with the requirements of 10A, refusing to meet with management and/or the Board and continuing with your incessant desire to force public disclosure of your draft letter. Your actions have forced CMKM to expend significant additional time and resources into responding to these issues, thus diverting precious resources from its major goals of increasing stockholder value and regaining its reporting status.
Regards,
/s/ Stoecklein Law Group
Stoecklein Law Group
cc: Urban Casavant
Robert A. Maheu
www.secinfo.com/d1zrpn.zcw.d.htm
BHollenegg
reposted from RB: ragingbull.quote.com/mboard/boards.cgi?board=CMKI&read=620588
Excerpt from Donald Stoecklein’ Letter Dated July 28, 2005
First, you questioned the economic substance of a transaction between CMKM and US Canadian Minerals (“UCAD”), a company CMKM has business dealings with and with which your firm was previously the independent accountant, whereby Urban Casavant and his family “advanced” UCAD approximately $15 million. You had the opportunity to verbally question Mr. Casavant on this subject and during this process you were informed Mr. Casavant made an investment into UCAD, not advances. Mr. Casavant's personal investments are well outside the scope of CMKM's audit. You were entirely informed of CMKM's intentions to fully disclose any and all related party transactions, when identified, in its financial statements and the notes thereto, when completed. Regardless of Mr. Casavant's forthright cooperation and honest answers to your questions pertaining to his personal investments, you felt it imperative to make unfounded speculations as to the origins of the funds, even though in your own words “it's not apparent how the Casavants obtained the $15 Million”.
Second, you raised an issue as to the relationship between CMKXtreme, Inc. and CMKM and “whether the use of the funds [$4 million for ‘promotion and advertising'] truly advanced the best interest of CMKM.” We are unaware of any expertise your firm has in
the promotion and advertising industries, however, numerous public companies pay millions of dollars per year to sponsor racing and other professional sports teams. Additionally, it is unclear to us what authority you have as an independent accountant to make judgments upon business decisions made by CMKM management without jeopardizing your independence. CMKM's sponsorship of the CMKXtreme racing team has garnered tremendous publicity and has been greatly appreciated by its stockholders. As the sole officer and director of CMKM at the time of the payments, Mr. Casavant, irregardless of his ownership position in CMKXtreme, had full authority to expend corporate funds to promote and advertise CMKM.
Third, assuming CMKM's reporting status was suspended immediately upon filing the original Form 15 on July 22, 2003, loans made to officers and directors, if any, from July 22, 2003 through February 17, 2005 could not be in violation of the Sarbanes-Oxley Act of 2002, as CMKM would not be considered an Issuer, therefore it would not be subject to the provisions of Sarbanes-Oxley. It was fully understood by you CMKM would address any possible reporting deficiencies and, disclosure obligations related to those deficiencies, if any, would be made once final determinations were made. You openly admit CMKM's books and records are incomplete, which you knew before your engagement, but still felt it relevant to prematurely make unsubstantiated assumptions as to a potential violation.
Fourth, since its initial meetings in June pertaining to the audit of CMKM and throughout your due diligence period, CMKM was entirely upfront and honest in disclosing to your firm not all documents required to commence an audit were in the possession of current management and CMKM was using its best efforts to obtain records from prior management. The Board was forthcoming in stating it was currently unable to provide enough information to your firm for the purpose of performing general audit procedures. Even with this upfront and honest disclosure, you chose to, within only 7 business days, chastise CMKM for the current state of their books and records knowing full well this information was fully disclosed to you prior to you choosing to accept an additional $75,000 and engage as CMKM's auditor.
Lastly, because of CMKM's belief it did not have to file periodic reports from July 22, 2003 through February 17, 2005, your concern over the disclosure of related party transactions is unfounded. Further, Urban Casavant, as the sole officer and director of CMKM, had complete authority to enter into transactions on behalf of CMKM, whether these transactions were with related parties or not. In addition, it has always been CMKM's intentions to fully and completely disclose all related party and other relevant transactions as part of its audited financial statements when they are completed, as was discussed with you on several occasions.
In closing, your actions in holding CMKM's funds hostage and the potential defamatory and baseless statements contained in your “draft” letter are truly disappointing. You were made fully aware of CMKM's current status prior to your engagement, however, you chose to engage them, take an additional $75,000 and then within only days, without any attempt to talk with management or any of the other professionals engaged by CMKM, write a letter which contained completely baseless claims. Attempting to create cause was the only way for you to end your engagement with CMKM, which would coincidently entitle you to keep any remaining funds you had on retainer. You have recklessly attempted to create cause by failing to comply with the requirements of 10A, refusing to meet with management and/or the Board and continuing with your incessant desire to force public disclosure of your draft letter. Your actions have forced CMKM to expend significant additional time and resources into responding to these issues, thus diverting precious resources from its major goals of increasing stockholder value and regaining its reporting status.
Regards,
/s/ Stoecklein Law Group
Stoecklein Law Group
cc: Urban Casavant
Robert A. Maheu
www.secinfo.com/d1zrpn.zcw.d.htm
BHollenegg
reposted from RB: ragingbull.quote.com/mboard/boards.cgi?board=CMKI&read=620588