We received a letter from your counsel, Donald J. Stoecklein, Esq. of Stoecklein Law Group, dated July 28, 2005.
If Mr. Stoecklein
will provide to us an unqualified legal opinion that CMKM
was not an "issuer" as defined by Sarbanes-Oxley and was not subject to the reporting requirements of the 1934 Act after July 22, 2003, we will be pleased to review his
opinion letter and consider it.
Secondly, we disagree with his
understanding of our letter of July 27, 2005 and our engagement letter.
We understand the word "termination" and we will account for the funds on deposit once our statutorily required services are completed as stated in our earlier response.
efforts to imply to the contrary are disingenuous.
We fully understand marketing issues raised by Mr. Stoecklein
letter, but we are unaware how any such transactions benefited CMKM
makes the argument that, because of the Form 15 that was improperly filed, CMKM
was not subject to the requirements of the Sarbanes-Oxley act at the time in question.
As noted above, we are willing to review an unqualified opinion letter from Mr. Stoecklein
on that point.
The CMKM books and records are, at this point and time, unauditable because they are incomplete, and the records that exist have been improperly maintained.
The volume of transactions via wire transfer and cashiers checks render the banking records inadequate for obtaining competent evidential matter necessary to render an audit opinion letter, in Mr. Stoecklein's
admits that CMKM
was able to provide us less than 25% of the information that we requested at the commencement of the audit "despite everyone's best efforts."
The unavailability of corporate records appears to be a violation of the 1934 Act,
including Section 13(a)(2) of the 1934 Act (added in 1977).
raises the disingenuous argument that if the records are unauditable, how can we be aware of any illegal acts.
makes the argument that there was no need to disclose these related party transactions because (as a result of filing a Form 15 improperly in July 2003) CMKM
was not subject to the reporting requirements of the 1934 Act and, therefore, not obligated to disclose related party transactions, While this is an interesting argument, that is not our understanding of the situation.
Once again, however, we will review an unqualified legal opinion from Mr. Stoecklein
to that effect.
We have notified management, including the president and chief executive officer, of our concerns, and we met with CMKM's
counsel as management's representative on July 20, 2005 to discuss these matters.
We received no information to alleviate our concerns, and in fact obtained further information that enhanced our concerns.
letter, Mr. Stoecklein
makes note of the fact that we were invited to a subsequent meeting at CMKM's
offices and chose not to appear.
We believe that Mr. Stoecklein's
letter constitutes a written response, and this letter is our response to Mr. Stoecklein's
Donald J. Stoecklein, Esq.