Post by noahltl on Sept 28, 2005 7:30:11 GMT -6
OK, I'll be the first poster to bring what might appear to be bad news. But I think it is important to discuss the SGGM thing, positive or not.
www.stockwatch.com/swnet/newsit/newsit_newsit.aspx?bid=B-485215-U:SGGM&symbol=SGGM&news_region=U
St. George defenceless, headless; awaits SEC decision
2005-09-27 19:53 ET - Street Wire
Also Street Wire (U-*SEC) U.S. Securities and Exchange Commission
Also Street Wire (U-CMKX) CMKM Diamonds Inc
by Lee M. Webb
St. George Metals Inc., a barely-revived pink sheet shell with ties to U.S. Securities and Exchange Commission (SEC) target Urban Casavant's CMKM Diamonds Inc., is defenceless and headless as it awaits a judge's decision on whether its stock registration should be revoked. William B. Haseltine, the company's attorney, president and only director, quietly resigned in the midst of the SEC administrative proceeding.
Vegreville awakening
As previously reported by Stockwatch, Nevada-incorporated St. George can trace its lineage to the former scandal-plagued Vancouver Stock Exchange (VSE), one of the precursors to the TSX Venture Exchange.
Little more than a garden variety Vancouver mining promotion, financially challenged St. George ran out of cash and virtually ceased operations in 1993. The VSE finally suspended trading in St. George in 1995 and then delisted the company early in 1996.
Following the rather ignominious VSE delisting, St. George languished on the pink sheets where it eked out an occasional trade at one-10th of a penny until its surprising revival to join Mr. Casavant's CMKM promotion in September of last year. (All amounts are in U.S. dollars.)
On Sept. 2, 2004, CMKM announced that it had finalized a joint venture agreement with St. George whereby the resuscitated pink sheet shell would cough up $10-million and a whopping 200 billion shares in exchange for a 5-per-cent stake in mineral claims purportedly controlled by Mr. Casavant's own flagging pink sheet promotion.
Within days of that announcement, St. George rocketed to a dizzying 75 cents per share and millions of shares changed hands as excitable investors, including many CMKM shareholders, piled into the obscure stock.
According to company news releases, some issued by St. George and others issued by CMKM, the dusted-off pink sheet shell made four payments of $2.5-million to meet its $10-million commitment, with the final payment delivered by Sept. 28.
The source of that purported $10-million cash infusion has never been disclosed and it is still not clear whether any of that money actually changed hands or what became of the 200 billion St. George shares that reportedly comprised part of the transaction.
Intriguingly, Mr. Casavant reportedly told Dow Jones reporter Carol Remond last September that he really knew nothing at all about St. George.
As reported by Stockwatch on Sept. 16, 2004, however, St. George was headquartered in the unlikely town of Vegreville, Alta., a small farming community known more as the home of the world's largest Easter Egg than a financial hub.
As it turned out, Vegreville was also the home of Mr. Casavant's brother, Victor Casavant, a former Alberta securities violator and one of 23 members of the Casavant family with a stake in CMKM.
Vegreville also turned out to be the home of Mr. Casavant's niece, Vicki Curran, another CMKM shareholder and daughter of Victor Casavant. When contacted by Stockwatch last September, Ms. Curran was serving as St. George's investor relations spokesperson.
Mark Giebelhaus, then St. George's president and only identified officer, also called Vegreville home. Mr. Giebelhaus's background and qualifications remain a mystery.
Ms. Curran told Stockwatch last September 16 that a "handful of press releases" would be issued that week that would explain all about St. George, including the source of the $10-million cash for the CMKM deal, the company's background and its "brand new board of directors."
Alas, the handful of information packed press releases never materialized that week or any other week.
After a far from enlightening Oct. 15, 2004, news release promising further information regarding the company's affairs would be issued later that month, St. George fell silent until April 25 of this year.
By that time, Mr. Casavant's massively diluted CMKM was the subject of an SEC administrative proceeding to revoke the company's stock registration.
Another resuscitation
On April 25, St. George stirred again, announcing that the board of directors, still unidentified, had appointed lawyer William B. Haseltine as the company's president. No mention was made of what had become of Mr. Haseltine's predecessor, Mr. Giebelhaus.
Mr. Haseltine, no blushing ingenue when it comes to floundering pink sheet promotions, gushed about his excitement at the appointment and St. George's "tremendous opportunities in mining."
St. George's new president sketched his immediate goals, which included getting the company current and compliant with its SEC reporting obligations, assessing immediate mining acquisitions and finalizing previous and pending deals with other companies.
Shortly after taking the reins at St. George, Mr. Haseltine issued some fluffy new releases about proposed acquisitions.
On May 2, Mr. Haseltine announced that St. George had signed a letter of intent to merge with Nevada Vermiculite LLC, a deal that would reportedly bring more than $30-million in recoverable assets from a Montana vermiculite mining operation into the company.
The details of that proposed deal remain murky.
On May 25, Mr. Haseltine announced the company had entered into another letter of intent, this one involving the acquisition of all of the uranium properties owned by Mineral Energy and Technology Corp.
According to that fluffy news release, the "very lucrative uranium opportunity" involved proven reserves of over seven million pounds of uranium that, once produced, would have a market value of $200-million.
The details of that "very lucrative" proposed deal also remain murky.
Meanwhile, the matter of St. George's reported transaction with CMKM surfaced in the SEC administrative proceeding against Mr. Casavant's pink sheet promotion.
At a May 10 evidentiary hearing where Mr. Casavant asserted his Fifth Amendment privilege and refused to answer any questions, however, nobody could shed any light on the purported $10-million deal involving St. George.
Regulatory challenge
On June 8, SEC enforcement lawyer Leslie Hakala, who presented the U.S. regulator's case against CMKM, contacted Mr. Haseltine to inquire about St. George's failure to file required periodic reports.
Ms. Hakala informed Mr. Haseltine that if St. George did not file the missing reports by June 22, the enforcement division would consider recommending that the SEC institute revocation proceedings against the company.
Summarizing a telephone conversation with Mr. Haseltine on the morning of June 8, Ms. Hakala noted, among other things, that he had indicated that he was the only officer and director of the company, he had no documents regarding St. George other than the papers in which he had been appointed president and Mr. Giebelhaus had resigned and he knew nothing about the purported $10-million transaction with CMKM.
According to Ms. Hakala, St. George did not file the required periodic reports or even contact the SEC to discuss the matter.
On July 1, the SEC issued an order instituting revocation proceedings against St. George for failing to file annual reports since April of 2002 and failing to file quarterly reports since November of 2002.
Short answer
On July 13, Mr. Haseltine submitted a very brief answer to the SEC order. Indeed, Mr. Haseltine's four-paragraph response on behalf of St. George, which was not received by the U.S. regulator until July 19, barely exceeds one page.
"Respondents admit the allegations in the order to the extent that certain recent filings have not been made that are required by the Securities Exchange Act," Mr. Haseltine wrote, adding that all other charges and allegations were denied.
Mr. Haseltine went on to offer a claim that is more than a little hard to square with St. George's purported $10-million deal with CMKM and subsequent proposed multimillion dollar transactions with other companies.
"Respondent has been dormant for the past two years and has neither conducted any business nor had access to any capital," Mr. Haseltine wrote. "Therefore, the filings could not be made on a timely basis."
Exactly how a company with no access to cash, according to Mr. Haseltine, managed to ante up $10-million for a slice of Mr. Casavant's pink sheet promotion remains a mystery.
Mr. Haseltine wrapped up his July 13 short answer by claiming that St. George had just taken steps to pay its accountants to prepare the delinquent reports, adding that the company expected to become current with its reporting obligations within two weeks.
That, of course, did not happen.
Two weeks after Mr. Haseltine submitted his short answer to the SEC proceedings, a prehearing conference was held before Administrative Law Judge Robert G. Mahony.
At the July 28 prehearing conference, Judge Mahony granted the enforcement division leave to file a motion for summary disposition.
Under the briefing schedule, the SEC had until Aug. 29 to file its motion for summary disposition. St. George was given until Sept. 16 to file an opposition brief and the SEC had until Sept. 26 to file a reply brief.
Quick dismount
On Aug. 25, Mr. Haseltine resigned as St. George's president. At the same time, he resigned his position as the company's attorney.
Mr. Haseltine's faxed resignation was addressed to Bruce Harlan, a resident of Clearwater, Fla., whose connection to St. George is unclear. A copy of the letter was also faxed to Ms. Hakala.
"I hereby resign as president of St. George Metals Inc.," Mr. Haseltine wrote to Mr. Harlan. "Please convey this fact to your clients or to other major shareholders as you determine in your discretion. I also resign my position as attorney for the company."
Mr. Haseltine went on to provide his reasons for climbing out of the saddle as the company's lawyer and president.
"Although I was hired in April to 'clean up the company' and to bring filings with the SEC to current status, payment for my services has not been rendered since May," Mr. Haseltine wrote.
"Your clients are not readily accessible," he continued.
"No documents, including those necessary to support any filings to be made with the SEC, have been provided to me as agreed by your clients in April, 2005," Mr. Haseltine offered as his final reason for pulling the plug.
Mr. Haseltine added a few comments on the fax cover sheet of the copy of his resignation letter that he forwarded to Ms. Hakala.
"Just submitted this," Mr. Haseltine wrote to the SEC lawyer. "I was just told by BH that there was no prospect of receiving any cash from them."
SEC lance
On Aug. 29, four days after Mr. Haseltine resigned and on the filing deadline set out in Judge Mahony's briefing schedule, Ms. Hakala filed a motion for summary disposition of the administrative proceeding.
According to Ms. Hakala, St. George has conceded the factual allegations in the order instituting proceedings and has offered "no cognizable defenses to its repeated past failures to file periodic reports."
Ms. Hakala goes on to argue that the relevant Steadman factors, a guide to determining the appropriate sanction, each militate in favour of revoking St. George's stock registration.
Among other things, Ms. Hakala claims that St. George's reporting violations were egregious and recurring, the company has not offered any meaningful assurances against future violations, those reporting violations are highly likely to continue and the public interest is best served by revoking the company's stock registration.
Stockwatch obtained copies of the documents in the administrative file on Sept. 26. The file did not contain an opposition brief from St. George regarding the SEC motion for summary disposition, though it is possible that a filing was made between the date Stockwatch's request for the documents was processed and the date copies were forwarded.
In any event, barring a timely and compelling opposition brief from St. George, Judge Mahony's deliberations over the SEC motion for summary disposition of the revocation proceedings may be far from taxing.
Indeed, reportedly headless and lawyerless St. George appears to be on the verge of being toppled into the SEC revocation dustbin.
In uninspired trading far below the high of 75 cents notched in the wake of the purported $10-million deal with CMKM, 2,000 shares changed hands as St. George closed at three-10ths of a penny on Sept. 27.
Comments regarding this article may be sent to lwebb@stockwatch.com.
(More information regarding St. George is available in Stockwatch articles dated Sept. 16, 2004, and July 1, 2005. Further information regarding CMKM Diamonds and associated companies can be found in Stockwatch articles dated Oct. 21, 2003; June 22; Sept. 16 and 24; Oct. 1, 15 and 20, 2004; Feb. 11, 14, 18, 22 and 23; March 1, 3, 4, 7, 14, 15, 16 and 21; June 6, 8, 9, 10, 13, 14, 15, 16, 17, 20, 21, 22, 29 and 30; July 1, 4, 6, 12 and 13; Aug. 2, 5 and 9; and Sept. 7 and 12, 2005.)
www.stockwatch.com/swnet/newsit/newsit_newsit.aspx?bid=B-485215-U:SGGM&symbol=SGGM&news_region=U
St. George defenceless, headless; awaits SEC decision
2005-09-27 19:53 ET - Street Wire
Also Street Wire (U-*SEC) U.S. Securities and Exchange Commission
Also Street Wire (U-CMKX) CMKM Diamonds Inc
by Lee M. Webb
St. George Metals Inc., a barely-revived pink sheet shell with ties to U.S. Securities and Exchange Commission (SEC) target Urban Casavant's CMKM Diamonds Inc., is defenceless and headless as it awaits a judge's decision on whether its stock registration should be revoked. William B. Haseltine, the company's attorney, president and only director, quietly resigned in the midst of the SEC administrative proceeding.
Vegreville awakening
As previously reported by Stockwatch, Nevada-incorporated St. George can trace its lineage to the former scandal-plagued Vancouver Stock Exchange (VSE), one of the precursors to the TSX Venture Exchange.
Little more than a garden variety Vancouver mining promotion, financially challenged St. George ran out of cash and virtually ceased operations in 1993. The VSE finally suspended trading in St. George in 1995 and then delisted the company early in 1996.
Following the rather ignominious VSE delisting, St. George languished on the pink sheets where it eked out an occasional trade at one-10th of a penny until its surprising revival to join Mr. Casavant's CMKM promotion in September of last year. (All amounts are in U.S. dollars.)
On Sept. 2, 2004, CMKM announced that it had finalized a joint venture agreement with St. George whereby the resuscitated pink sheet shell would cough up $10-million and a whopping 200 billion shares in exchange for a 5-per-cent stake in mineral claims purportedly controlled by Mr. Casavant's own flagging pink sheet promotion.
Within days of that announcement, St. George rocketed to a dizzying 75 cents per share and millions of shares changed hands as excitable investors, including many CMKM shareholders, piled into the obscure stock.
According to company news releases, some issued by St. George and others issued by CMKM, the dusted-off pink sheet shell made four payments of $2.5-million to meet its $10-million commitment, with the final payment delivered by Sept. 28.
The source of that purported $10-million cash infusion has never been disclosed and it is still not clear whether any of that money actually changed hands or what became of the 200 billion St. George shares that reportedly comprised part of the transaction.
Intriguingly, Mr. Casavant reportedly told Dow Jones reporter Carol Remond last September that he really knew nothing at all about St. George.
As reported by Stockwatch on Sept. 16, 2004, however, St. George was headquartered in the unlikely town of Vegreville, Alta., a small farming community known more as the home of the world's largest Easter Egg than a financial hub.
As it turned out, Vegreville was also the home of Mr. Casavant's brother, Victor Casavant, a former Alberta securities violator and one of 23 members of the Casavant family with a stake in CMKM.
Vegreville also turned out to be the home of Mr. Casavant's niece, Vicki Curran, another CMKM shareholder and daughter of Victor Casavant. When contacted by Stockwatch last September, Ms. Curran was serving as St. George's investor relations spokesperson.
Mark Giebelhaus, then St. George's president and only identified officer, also called Vegreville home. Mr. Giebelhaus's background and qualifications remain a mystery.
Ms. Curran told Stockwatch last September 16 that a "handful of press releases" would be issued that week that would explain all about St. George, including the source of the $10-million cash for the CMKM deal, the company's background and its "brand new board of directors."
Alas, the handful of information packed press releases never materialized that week or any other week.
After a far from enlightening Oct. 15, 2004, news release promising further information regarding the company's affairs would be issued later that month, St. George fell silent until April 25 of this year.
By that time, Mr. Casavant's massively diluted CMKM was the subject of an SEC administrative proceeding to revoke the company's stock registration.
Another resuscitation
On April 25, St. George stirred again, announcing that the board of directors, still unidentified, had appointed lawyer William B. Haseltine as the company's president. No mention was made of what had become of Mr. Haseltine's predecessor, Mr. Giebelhaus.
Mr. Haseltine, no blushing ingenue when it comes to floundering pink sheet promotions, gushed about his excitement at the appointment and St. George's "tremendous opportunities in mining."
St. George's new president sketched his immediate goals, which included getting the company current and compliant with its SEC reporting obligations, assessing immediate mining acquisitions and finalizing previous and pending deals with other companies.
Shortly after taking the reins at St. George, Mr. Haseltine issued some fluffy new releases about proposed acquisitions.
On May 2, Mr. Haseltine announced that St. George had signed a letter of intent to merge with Nevada Vermiculite LLC, a deal that would reportedly bring more than $30-million in recoverable assets from a Montana vermiculite mining operation into the company.
The details of that proposed deal remain murky.
On May 25, Mr. Haseltine announced the company had entered into another letter of intent, this one involving the acquisition of all of the uranium properties owned by Mineral Energy and Technology Corp.
According to that fluffy news release, the "very lucrative uranium opportunity" involved proven reserves of over seven million pounds of uranium that, once produced, would have a market value of $200-million.
The details of that "very lucrative" proposed deal also remain murky.
Meanwhile, the matter of St. George's reported transaction with CMKM surfaced in the SEC administrative proceeding against Mr. Casavant's pink sheet promotion.
At a May 10 evidentiary hearing where Mr. Casavant asserted his Fifth Amendment privilege and refused to answer any questions, however, nobody could shed any light on the purported $10-million deal involving St. George.
Regulatory challenge
On June 8, SEC enforcement lawyer Leslie Hakala, who presented the U.S. regulator's case against CMKM, contacted Mr. Haseltine to inquire about St. George's failure to file required periodic reports.
Ms. Hakala informed Mr. Haseltine that if St. George did not file the missing reports by June 22, the enforcement division would consider recommending that the SEC institute revocation proceedings against the company.
Summarizing a telephone conversation with Mr. Haseltine on the morning of June 8, Ms. Hakala noted, among other things, that he had indicated that he was the only officer and director of the company, he had no documents regarding St. George other than the papers in which he had been appointed president and Mr. Giebelhaus had resigned and he knew nothing about the purported $10-million transaction with CMKM.
According to Ms. Hakala, St. George did not file the required periodic reports or even contact the SEC to discuss the matter.
On July 1, the SEC issued an order instituting revocation proceedings against St. George for failing to file annual reports since April of 2002 and failing to file quarterly reports since November of 2002.
Short answer
On July 13, Mr. Haseltine submitted a very brief answer to the SEC order. Indeed, Mr. Haseltine's four-paragraph response on behalf of St. George, which was not received by the U.S. regulator until July 19, barely exceeds one page.
"Respondents admit the allegations in the order to the extent that certain recent filings have not been made that are required by the Securities Exchange Act," Mr. Haseltine wrote, adding that all other charges and allegations were denied.
Mr. Haseltine went on to offer a claim that is more than a little hard to square with St. George's purported $10-million deal with CMKM and subsequent proposed multimillion dollar transactions with other companies.
"Respondent has been dormant for the past two years and has neither conducted any business nor had access to any capital," Mr. Haseltine wrote. "Therefore, the filings could not be made on a timely basis."
Exactly how a company with no access to cash, according to Mr. Haseltine, managed to ante up $10-million for a slice of Mr. Casavant's pink sheet promotion remains a mystery.
Mr. Haseltine wrapped up his July 13 short answer by claiming that St. George had just taken steps to pay its accountants to prepare the delinquent reports, adding that the company expected to become current with its reporting obligations within two weeks.
That, of course, did not happen.
Two weeks after Mr. Haseltine submitted his short answer to the SEC proceedings, a prehearing conference was held before Administrative Law Judge Robert G. Mahony.
At the July 28 prehearing conference, Judge Mahony granted the enforcement division leave to file a motion for summary disposition.
Under the briefing schedule, the SEC had until Aug. 29 to file its motion for summary disposition. St. George was given until Sept. 16 to file an opposition brief and the SEC had until Sept. 26 to file a reply brief.
Quick dismount
On Aug. 25, Mr. Haseltine resigned as St. George's president. At the same time, he resigned his position as the company's attorney.
Mr. Haseltine's faxed resignation was addressed to Bruce Harlan, a resident of Clearwater, Fla., whose connection to St. George is unclear. A copy of the letter was also faxed to Ms. Hakala.
"I hereby resign as president of St. George Metals Inc.," Mr. Haseltine wrote to Mr. Harlan. "Please convey this fact to your clients or to other major shareholders as you determine in your discretion. I also resign my position as attorney for the company."
Mr. Haseltine went on to provide his reasons for climbing out of the saddle as the company's lawyer and president.
"Although I was hired in April to 'clean up the company' and to bring filings with the SEC to current status, payment for my services has not been rendered since May," Mr. Haseltine wrote.
"Your clients are not readily accessible," he continued.
"No documents, including those necessary to support any filings to be made with the SEC, have been provided to me as agreed by your clients in April, 2005," Mr. Haseltine offered as his final reason for pulling the plug.
Mr. Haseltine added a few comments on the fax cover sheet of the copy of his resignation letter that he forwarded to Ms. Hakala.
"Just submitted this," Mr. Haseltine wrote to the SEC lawyer. "I was just told by BH that there was no prospect of receiving any cash from them."
SEC lance
On Aug. 29, four days after Mr. Haseltine resigned and on the filing deadline set out in Judge Mahony's briefing schedule, Ms. Hakala filed a motion for summary disposition of the administrative proceeding.
According to Ms. Hakala, St. George has conceded the factual allegations in the order instituting proceedings and has offered "no cognizable defenses to its repeated past failures to file periodic reports."
Ms. Hakala goes on to argue that the relevant Steadman factors, a guide to determining the appropriate sanction, each militate in favour of revoking St. George's stock registration.
Among other things, Ms. Hakala claims that St. George's reporting violations were egregious and recurring, the company has not offered any meaningful assurances against future violations, those reporting violations are highly likely to continue and the public interest is best served by revoking the company's stock registration.
Stockwatch obtained copies of the documents in the administrative file on Sept. 26. The file did not contain an opposition brief from St. George regarding the SEC motion for summary disposition, though it is possible that a filing was made between the date Stockwatch's request for the documents was processed and the date copies were forwarded.
In any event, barring a timely and compelling opposition brief from St. George, Judge Mahony's deliberations over the SEC motion for summary disposition of the revocation proceedings may be far from taxing.
Indeed, reportedly headless and lawyerless St. George appears to be on the verge of being toppled into the SEC revocation dustbin.
In uninspired trading far below the high of 75 cents notched in the wake of the purported $10-million deal with CMKM, 2,000 shares changed hands as St. George closed at three-10ths of a penny on Sept. 27.
Comments regarding this article may be sent to lwebb@stockwatch.com.
(More information regarding St. George is available in Stockwatch articles dated Sept. 16, 2004, and July 1, 2005. Further information regarding CMKM Diamonds and associated companies can be found in Stockwatch articles dated Oct. 21, 2003; June 22; Sept. 16 and 24; Oct. 1, 15 and 20, 2004; Feb. 11, 14, 18, 22 and 23; March 1, 3, 4, 7, 14, 15, 16 and 21; June 6, 8, 9, 10, 13, 14, 15, 16, 17, 20, 21, 22, 29 and 30; July 1, 4, 6, 12 and 13; Aug. 2, 5 and 9; and Sept. 7 and 12, 2005.)
very odd