Post by rwctrader2004 on Oct 24, 2005 23:38:56 GMT -5
Dear Group Members,
If you have not already done so, I would advise each of you to read the 8K filed by CMKX which was made available to the public for viewing through Edgar this morning. You will see that Urban Casavant has indicated a desire to wind up the affairs of CMKX and distribute the assets to the shareholders. Much of the 8K was prepared at Don Stoecklein’s office while I was attending the Board of Directors meeting last Friday in Las Vegas.
Board Meeting
The Board meeting was convened in Don Stoecklein’s office of the Securities Law Institute in Las Vegas. Don Stoecklein, Anthony Demint, Kristen Buck, Bob Maheu and I were present during the entirety of the meeting. Urban Casavant made his appearance by telephone and was on speaker phone for much of the meeting. We began at 10:00 a.m. and worked until about 5:30 p.m. Sandwiches were ordered in for lunch.
I am at liberty to discuss in general terms matters pertaining to the meeting and specifically to matters released in the 8K which was filed this morning. Before I go into any specifics, you should understand the circumstances leading up to my appearance at the meeting. As I told you in an earlier update (a month or so ago) that Mr. Stoecklein’s office had called my office asking if I would attend the coming board meeting. I was informed on Thursday night of the place and time of the meeting on Friday.
All material matters in the 8K, although formalized at the meeting, had been agreed to at least in principal between Urban, Stoecklein and Mahue before the meeting. This was evident during our discussions and by the dates on the agreements which were attached to the 8K. I learned of these agreements with Entourage at the same time most of you did.
My input was sought by the board on every issue discussed during the meeting. It was very important to Mahue and Casavant how I felt the shareholders would view the plan of the company. There was discussion of Urban’s failing health, but I was not given any details of any current conditions. It is my opinion that the current direction being discussed by Urban is a combination of his bad health, inability to raise capital due to the massive shorting of the company, as well as the affects of some bad decisions that were made in the early financing of the company. Based on these factors it was determined before this meeting, it was in the best interest of the shareholders to get these claims in the hands of a company that could develop these claims. Urban is very confident these claims will be developed by Entourage. Although this meeting was long in duration there was not much time spent on the mistakes of the past. More time was spent discussing the future. I felt it best for the shareholders to spend as much time as possible getting assurance that Mr. Mahue, Mr. Stoecklein and UC were in agreement to work together for the shareholders as we proceed.
Task Force
The idea of a “task force” to oversee the distribution of company assets seemed to have been born during the meetings. Urban was very much in favor of Don S., Bob M. and myself overseeing the distribution. There were alternative means of distributing the assets discussed, but a private (versus court ordered) distribution was favored by all concerned. Although Bob Mahue resigned from his Board position, he wanted the shareholders to know he would help in any way he could to see that the shareholders received the maximum benefit from the sale of the claims and the distribution of any other assets. The wording in the 8K (8.01 second paragraph) was a result of the discussions between us indicating litigation may be necessary against various third parties and Mr. Mahue wanted the shareholders to know this “task force” will use whatever resources are available to us to assist the shareholders.
I have agreed to serve with Don and Mr. Mahue on this task force, but I made it very clear that I would not forego any rights of action the shareholders might have against any person or company that may have defrauded the corporation or committed any acts to the detriment of the shareholders. By agreeing to participate on this task force, I have not waived any rights which the shareholders now have to go against any third parties. It is apparent to me that we will not receive any response to our shareholders derivative rights letter from the company. I am equally convinced there will be no action taken by the company against any third parties. Thus any rights the shareholders have accrued in this regard can now be pursued.
Company Assets
You can see from the 8K that the plan of the company contemplates distributing the Entourage stock and all other assets. It is my understanding we (Mr. Mahue and myself) will be given more details of the other assets (SGGM, UCAD, Ecuador, American Shaft, GEMM, and CIM) and their disposition. I will inform you as these matters become more clear. The response to my questions in this area were not specific and I will continue my inquiries in this area.
Certs vs. Street Name Shares
John tells me the most important question on everyone’s mind is the significance of owning shares in street name versus certs. We have received many inquiries asking if we advise people to request certificates of ownership from their broker. I have never advised anyone how you should own shares. I am not an investment advisor. You are directed to seek your own investment advice and legal advice in this area from someone knowledgeable of the benefits and detriments of owning shares in street name versus certs. My advice remains the same in this area. Having said that, please be advised that in 1.01 paragraph 2 and 8.01 paragraph 1and 2 of the 8K you are told a plan is being worked on to coordinate the distribution of the Entourage shares and other assets. I expect you to receive an 8K possibly this week which will tell you of the plan the company has for distributing the Entourage shares and other assets. The company will discuss with you the way they plan to identify who will receive this distribution. This distribution method can only be legally done in an 8K and there is ongoing discussion in this area. You will be advised of the effect of owning your shares in cert form for purposes of this asset distribution. Most of you have heard by now of the passing of Don Stoecklein’s father. I have extended our condolences to Don and his family. Don is attending a special memorial service in Washington, D.C. on Tuesday. I do not expect to hear from him on these issues in the next day or two. I have contacted Anthony Demint in his office regarding this 8K. I am hopeful this 8K setting out the distribution method will be sent out in the next day or two. Don Stoecklein’s absence may delay this filing.
Withdrawal of Appeal
You now know the company has filed a request with the SEC to withdraw its appeal of Judge Murray’s decision to revoke the registration of CMKX securities. There was very little discussion of this course of action at this Board Meeting. The Motion to Withdraw the Petition For Review was prepared before the Board Meeting. My concern is not with why the appeal has been dropped. The Motion has been filed. I expect the SEC to adopt the ruling of Judge Murray in a finality order. I do not know how long it will take the SEC to act. Since the briefings by both parties have been done on the appeal (except for the filing of the company’s final response), the SEC may decide to issue a formal written opinion on the briefs. This occurs when the briefs raise an issue that merits a written decision by the SEC. This decision will be made by the office of general counsel to the SEC. The SEC has special attorneys that handle decisions once briefs have been filed following an administrative ruling. (These are attorneys that work in a separate division from the office of enforcement – Leslie Hakala’s office) When will we know?
I have no idea. I did a little research and it appears this is not a common thing for someone to withdraw their Petition For Review once review has been granted. A decision could come tomorrow or it could come months from now. The next question is the obvious one. Will trading be halted? If so, when will it be halted. My answer is the same. I do not know. When a finality order comes down, it will be sent to the market. No trading can then occur through the exchanges. Till all of the above happens, I assume trading will continue.
Calls To My Office
I have made it a policy in my office to return all calls if at all possible. For obvious reasons my office was flooded with calls today. Many of those calls have not been returned. I have been receiving calls from people who have never joined either Phase One or Phase Two. In the past I have returned many of these calls as well. For the most part they are simply shareholders wanting information. There is simply not enough hours in a day to return hundreds of calls each day from group members and non group members. The current “distribution plan” is a very unusual corporate act. I am spending time researching the law in this area and gathering ideas for proceeding effectively on behalf of the shareholders. Do not be offended if your call was not promptly returned. I hope this update answers some of the questions that have been causing this unusually large number of calls. I would expect there will be updates quite often as we proceed and I have asked John to keep me informed of the questions that appear regularly on the Boards. If you have a particular question, feel free to call or email me with the question. Leave a question with my legal assistant and I will try to get you an answer as quickly as possible. If there is an emergency of any sort, please convey such to my staff, and I will get back to you.
Onward,
Bill
If you have not already done so, I would advise each of you to read the 8K filed by CMKX which was made available to the public for viewing through Edgar this morning. You will see that Urban Casavant has indicated a desire to wind up the affairs of CMKX and distribute the assets to the shareholders. Much of the 8K was prepared at Don Stoecklein’s office while I was attending the Board of Directors meeting last Friday in Las Vegas.
Board Meeting
The Board meeting was convened in Don Stoecklein’s office of the Securities Law Institute in Las Vegas. Don Stoecklein, Anthony Demint, Kristen Buck, Bob Maheu and I were present during the entirety of the meeting. Urban Casavant made his appearance by telephone and was on speaker phone for much of the meeting. We began at 10:00 a.m. and worked until about 5:30 p.m. Sandwiches were ordered in for lunch.
I am at liberty to discuss in general terms matters pertaining to the meeting and specifically to matters released in the 8K which was filed this morning. Before I go into any specifics, you should understand the circumstances leading up to my appearance at the meeting. As I told you in an earlier update (a month or so ago) that Mr. Stoecklein’s office had called my office asking if I would attend the coming board meeting. I was informed on Thursday night of the place and time of the meeting on Friday.
All material matters in the 8K, although formalized at the meeting, had been agreed to at least in principal between Urban, Stoecklein and Mahue before the meeting. This was evident during our discussions and by the dates on the agreements which were attached to the 8K. I learned of these agreements with Entourage at the same time most of you did.
My input was sought by the board on every issue discussed during the meeting. It was very important to Mahue and Casavant how I felt the shareholders would view the plan of the company. There was discussion of Urban’s failing health, but I was not given any details of any current conditions. It is my opinion that the current direction being discussed by Urban is a combination of his bad health, inability to raise capital due to the massive shorting of the company, as well as the affects of some bad decisions that were made in the early financing of the company. Based on these factors it was determined before this meeting, it was in the best interest of the shareholders to get these claims in the hands of a company that could develop these claims. Urban is very confident these claims will be developed by Entourage. Although this meeting was long in duration there was not much time spent on the mistakes of the past. More time was spent discussing the future. I felt it best for the shareholders to spend as much time as possible getting assurance that Mr. Mahue, Mr. Stoecklein and UC were in agreement to work together for the shareholders as we proceed.
Task Force
The idea of a “task force” to oversee the distribution of company assets seemed to have been born during the meetings. Urban was very much in favor of Don S., Bob M. and myself overseeing the distribution. There were alternative means of distributing the assets discussed, but a private (versus court ordered) distribution was favored by all concerned. Although Bob Mahue resigned from his Board position, he wanted the shareholders to know he would help in any way he could to see that the shareholders received the maximum benefit from the sale of the claims and the distribution of any other assets. The wording in the 8K (8.01 second paragraph) was a result of the discussions between us indicating litigation may be necessary against various third parties and Mr. Mahue wanted the shareholders to know this “task force” will use whatever resources are available to us to assist the shareholders.
I have agreed to serve with Don and Mr. Mahue on this task force, but I made it very clear that I would not forego any rights of action the shareholders might have against any person or company that may have defrauded the corporation or committed any acts to the detriment of the shareholders. By agreeing to participate on this task force, I have not waived any rights which the shareholders now have to go against any third parties. It is apparent to me that we will not receive any response to our shareholders derivative rights letter from the company. I am equally convinced there will be no action taken by the company against any third parties. Thus any rights the shareholders have accrued in this regard can now be pursued.
Company Assets
You can see from the 8K that the plan of the company contemplates distributing the Entourage stock and all other assets. It is my understanding we (Mr. Mahue and myself) will be given more details of the other assets (SGGM, UCAD, Ecuador, American Shaft, GEMM, and CIM) and their disposition. I will inform you as these matters become more clear. The response to my questions in this area were not specific and I will continue my inquiries in this area.
Certs vs. Street Name Shares
John tells me the most important question on everyone’s mind is the significance of owning shares in street name versus certs. We have received many inquiries asking if we advise people to request certificates of ownership from their broker. I have never advised anyone how you should own shares. I am not an investment advisor. You are directed to seek your own investment advice and legal advice in this area from someone knowledgeable of the benefits and detriments of owning shares in street name versus certs. My advice remains the same in this area. Having said that, please be advised that in 1.01 paragraph 2 and 8.01 paragraph 1and 2 of the 8K you are told a plan is being worked on to coordinate the distribution of the Entourage shares and other assets. I expect you to receive an 8K possibly this week which will tell you of the plan the company has for distributing the Entourage shares and other assets. The company will discuss with you the way they plan to identify who will receive this distribution. This distribution method can only be legally done in an 8K and there is ongoing discussion in this area. You will be advised of the effect of owning your shares in cert form for purposes of this asset distribution. Most of you have heard by now of the passing of Don Stoecklein’s father. I have extended our condolences to Don and his family. Don is attending a special memorial service in Washington, D.C. on Tuesday. I do not expect to hear from him on these issues in the next day or two. I have contacted Anthony Demint in his office regarding this 8K. I am hopeful this 8K setting out the distribution method will be sent out in the next day or two. Don Stoecklein’s absence may delay this filing.
Withdrawal of Appeal
You now know the company has filed a request with the SEC to withdraw its appeal of Judge Murray’s decision to revoke the registration of CMKX securities. There was very little discussion of this course of action at this Board Meeting. The Motion to Withdraw the Petition For Review was prepared before the Board Meeting. My concern is not with why the appeal has been dropped. The Motion has been filed. I expect the SEC to adopt the ruling of Judge Murray in a finality order. I do not know how long it will take the SEC to act. Since the briefings by both parties have been done on the appeal (except for the filing of the company’s final response), the SEC may decide to issue a formal written opinion on the briefs. This occurs when the briefs raise an issue that merits a written decision by the SEC. This decision will be made by the office of general counsel to the SEC. The SEC has special attorneys that handle decisions once briefs have been filed following an administrative ruling. (These are attorneys that work in a separate division from the office of enforcement – Leslie Hakala’s office) When will we know?
I have no idea. I did a little research and it appears this is not a common thing for someone to withdraw their Petition For Review once review has been granted. A decision could come tomorrow or it could come months from now. The next question is the obvious one. Will trading be halted? If so, when will it be halted. My answer is the same. I do not know. When a finality order comes down, it will be sent to the market. No trading can then occur through the exchanges. Till all of the above happens, I assume trading will continue.Calls To My Office
I have made it a policy in my office to return all calls if at all possible. For obvious reasons my office was flooded with calls today. Many of those calls have not been returned. I have been receiving calls from people who have never joined either Phase One or Phase Two. In the past I have returned many of these calls as well. For the most part they are simply shareholders wanting information. There is simply not enough hours in a day to return hundreds of calls each day from group members and non group members. The current “distribution plan” is a very unusual corporate act. I am spending time researching the law in this area and gathering ideas for proceeding effectively on behalf of the shareholders. Do not be offended if your call was not promptly returned. I hope this update answers some of the questions that have been causing this unusually large number of calls. I would expect there will be updates quite often as we proceed and I have asked John to keep me informed of the questions that appear regularly on the Boards. If you have a particular question, feel free to call or email me with the question. Leave a question with my legal assistant and I will try to get you an answer as quickly as possible. If there is an emergency of any sort, please convey such to my staff, and I will get back to you.
Onward,
Bill