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1 SANTACROCE LAW OFFICES, LTD. FREDERICK A. SANTACROCE, ESQ. 2 Nevada Bar No. 5121 706 S. Eighth Street 3 Las Vegas, Nevada 89101 Phone: (702) 598-1666 4 Facsimile: (702) 385-1327 E-mail: fasatty@yahoo.com 5 IN THE UNITED STATES DISTRICT COURT 6 FOR THE DISTRICT OF NEVADA 7 * * * 8 U.S. SECURITIES AND EXCHANGE ) Case No.: 2:09-CV-00104-LDG-GWF 9 COMMISSION, ) ) DEFENDANT MARCO GLISSIONS 10 Plaintiff, ) PROPOSED FINDING OF FACT AND ) CONCLUSIONS OF LAW 11 vs. ) ) 12 MARCO GLISSON, ) ) 13 Defendant. ) ) 14 15 16 17 18 19 20 21 April 2004; and, thereafter, he bought some CMKM stock using his Ameritrade account which he 22 23 24 25 26 27 28 had opened in Janesville, Wisconsin. 4. When Glisson first became acquainted with and started buying CMKM stock, and thereafter, he was working full-time as an assembly line worker in GM's plant in Janesville, Wisconsin, and was working part time (6-8 hours per day) in a fast food "Deli Dog House" restaurant owned and operated by Glisson and this then wife Alma Padilla in Janesville. /// FINDINGS OF FACT The Court Finds that during the relevant time period from December 2005 to April 2007; 1. During 2005 through October 2006, Glisson was a resident of Janesville, Wisconsin. 2. At the time, Glisson was married to Alma Padilla. Glisson was divorced from Alma Padilla on April 12, 2007. 3. Glisson was introduced to CMKM as a possible investment opportunity in approximately

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5. Prior to purchasing CMKM stock, Glisson had almost no experience investing in stocks

2 or bonds. 3 6. Glisson's purchase of CMKM stock was really his first interest and investment in any

4 publicly traded stock. 5 7. During the period covered by the Complaint in this action, CMKM was the only public

6 company stock owned by Glisson. 7 8 9 10 11 12 13 14 any bank account in the name of Thidarat Tungwongsathong. 15 16 17 18 19 20 21 11. In or around April 2007, Glisson retired to Naples, Florida. 12. Glisson has one son named Allan Ray Glisson (deceased), relevant to this action. 13. CMKM was at all relevant times a Nevada corporation headquartered in Las Vegas that reported it acquired and developed mining properties in North and South America. 14. From 1999 through October 28, 2005, CMKM's stock was registered with the 8. In October 2006, Glisson separated from Alma Padilla and moved to Las Vegas, Nevada. Glisson resided in Nevada from October 2006 through at least January 2007. Glisson lived at 2200 S. Fort Apache Road, Apt. 2017, Las Vegas, Nevada. 9. In October 2006, Glisson was introduced to Thidarat Tungwongsathong

("Tungwongsathong"). Shortly after meeting in October 2006, Glisson and Tungwongsathong married. 10. Glisson has never had any signature power over, or any current ownership interest in,

Commission pursuant to Section 12(g) of the Exchange Act and was quoted on the "OTC Pink

22 Sheets." 23 15. During this period of time, individuals could and did buy and sell shares of CMKM

24 through registered brokers such as Ameritrade and E-Trade. 25 16. During the period 2005 through April 9, 2007, 1st Global Stock Transfer LLC ("1st

26 Global") was the transfer agent for CMKM stock. 27 17. On March 14, 2005, CMKM filed a report with the SEC on Form 8-K, pursuant to the

28 provisions of the Exchange Act, which among other things, stated that there were 703,518,875,000

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1 shares of CMKM common stock issued and outstanding to approximately 2,032 shareholders of 2 record. 3 18. Sometime after April 2004, Glisson became a CMKM shareholder by purchasing

4 CMKM securities in his account with Ameritrade. 5 19. Glisson monitored the performance of his CMKM securities via the Internet and

6 CMKM press releases. 7 8 9 10 11 12 13 14 Glisson's letter of instruction. 15 16 17 18 19 20 21 23. From December 2005 through April 2007, Glisson sent instructions to 1st Global using Federal Express or U.S. Mail overnight services. 24. 1st Global charged Glisson a fee of between $16.50 and $17.50 for each certificate that Glisson requested be cancelled, and between $16.50 and $17.50 for each new certificate that Glisson had issued. 25. When Glisson received the CMKM stock certificates from the transfer agent, he sent 20. Since around April 2004, Glisson visited and participated in Internet "chat rooms" that discussed CMKM and its business, and he met people online who owned or were interested in CMKM through his participation in various CMKM chat rooms. 21. During 2005 through 2007, Glisson used the screen name "Deli Dog" or "Deli" when visiting and participating in chat rooms relating to CMKM. 22. Typically, after receiving payment, Glisson sent a letter of instruction to the transfer agent to cancel one certificate and issue new certificates to the purchasers of such stock per

22 the stock certificates to the buyers. 23 26. Except as alleged in the Complaint in this action, Glisson never had any kind of

24 regulatory history (no cease and desists, investigations, complaints including regulatory 25 proceedings, judgments, injunctions) involving any securities of any company. 26 27 27. Glisson has never been employed by a registered broker or dealer. 28. During the time period relative to the Commission's Complaint in this action, Glisson

28 was not an officer or director of CMKM.

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29. The Commission's action against Glisson does not allege any violations of the anti

2 fraud provisions of the federal securities laws. 3 4 5 6 30. 31. 32. Glisson was not an "issuer" of CMKM Stock. Glisson had no ability to cause CMKM to file registration statements . Glisson was not, a "control" person of CMKM.

33. Glisson was not engaged in the business of buying and selling securities as part of a

7 regular business. 8 34. Glisson did not hold himself out as buying or selling securities at a regular place of 9 business. 10 35. Glisson did not have regular turnover of business or participate in the distribution of 11 new issues. 12 36. Glisson did not transact a substantial portion of business with dealers who are market 13 makers, or principally trade with other professionals. 14 37. Glisson was not a professional securities dealer. 15 38. Glisson was a private one stock ("hobby") investor trading for his own investment 16 account. 17 39. Glisson never owned or operated any securities dealer business on a regular, 18 continuous basis or otherwise. 19 40. CMKM was virtually the only public company stock Glisson ever owned. 20 41. Glisson never had a business office. 21 42. Glisson never had any employees. 22 23 43. Glisson never had business letterhead, business card, business telephone number, fax

24 number. 25 26 27 /// 28 /// 44. 45. Glisson had no background, training or experience in the securities business. Glisson had no customers or clients.

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46. Glisson never held any securities, loaned any (margin) funds, provided any securities

2 market information or otherwise performed any broker/dealer customer services typically provided 3 by a firm which is engaged in the broker/dealer business. 4 47. Glisson was not intending to provide "liquidity" for or otherwise help "stabilize" the

5 market for the benefit of any exchange and/or customers of any Broker/Dealer firm. 6 48. CMKM had in excess of 703 Billion shares issued and outstanding, the public "float"

7 (shares actively traded) was in the trillions of shares and it was not unusual for the daily volume 8 of trading to exceed 2 Billion shares. 9 49. Glisson never owned in excess of 1% of the outstanding shares of CMKM stock. 10 50. Glisson's trading in CMKM stock, was sporadic, not regular and continuous. 11 51. Glisson did not use internet chat rooms to solicit any inquiries and/or buying and 12 selling of CMKM stock. Glisson never held himself out to be a broker/dealer on such internet chat 13 rooms. 14 52. Glisson did not issue any solicitations for CMKM stock. 15 53. Glisson did not advertise for the sale or purchase of CMKM stock. 16 54. Glisson did not hold himself out to anyone as a broker or dealer in securities. 17 55. Glisson did not have equitable interest in his wife's shares of CMKM stock. 18 56. There was no restrictions on any certificates of CMKM stock purchased or sold by 19 Glisson. 20 57. No transfer agent from CMKM ever advised Glisson that the shares of CMKM he 21 22 purchased or sold were subject to any kind of restriction on transfer. 23 58. Glisson did not understand or have any reason to believe that any shares of CMKM

24 stock which he purchased, held or sold were subject to any kind of restriction on transfer. 25 26 59. Glisson does not currently own any shares of CMKM stock.

60. During the time period relevant to this action, CMKM's Articles of Incorporation as

27 filed by the State of Nevada authorized the issuance of 800 Billion (800,000,000,000) shares of 28 CMKM stock.

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61. All of the CMKM stock purchased and owned by Glisson was validly issued and

2 outstanding shares of CMKM stock as indicated on the books and records of CMKM's independent 3 transfer agents (1st Global and, subsequently, Transfer Online). 4 62. 1st Global served as CMKM's independent stock transfer agent in 2004 and continuing

5 until April 2007. 6 63. Glisson never purchased and sold any shares of CMKM stock on or utilizing the

7 services of any national securities exchange (except for the shares he purchased in 2004-2005 using 8 his Ameritrade account). 9 64. In December 2005 and thereafter, all of Glisson's purchases and sales of CMKM stock 10 were directly with the seller and buyer, respectively, of such stock. 11 65. Glisson never held himself out to any one or otherwise provided any services as a 12 securities broker, dealer or investment advisor. 13 66. Glisson never owned or operated a business which provided securities broker and/or 14 dealer services. 15 67. Glisson did not extend or arrange for credit to be extended to persons who bought or 16 sold CMKM stock from or to him. 17 68. Glisson did not lend CMKM stock to anyone. 18 69. Glisson did not hold money in any account for persons who bought or sold CMKM 19 stock from or to him. 20 70. Glisson did not hold or otherwise provide "safe keeping" services for the securities 21 22 owned by persons who bought or sold CMKM stock from or to him. 23 71. Glisson did not provide investment advice to persons who bought or sold CMKM stock

24 from or to him. 25 72. Glisson did not accumulate and report information concerning the price at which other

26 persons were trading (buying or selling) shares of CMKM stock to any of the persons who bought 27 or sold CMKM stock from or to him. 28 ///

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73. Glisson did not perform underwriting services for the issuance of securities by any

2 issuer or any person. 3 74. Glisson never acted as a specialist on any organized securities exchange or trading

4 system. 5 75. Glisson did not make discretionary decisions as an agent for persons who were

6 interested in buying or selling CMKM stock from or to him concerning such transactions. 7 8 9 10 11 12 13 14 80. Glisson never paid for any form of print media (newspaper, magazines, bill boards, 15 16 17 18 19 20 21 flyers) advertisement indicating that he was providing securities broker or dealer services or providing any kind of investment advice. 81. Glisson never communicated using the internet or any means of mass marketing, advertising or otherwise indicating that he was in the business of providing broker or dealer services or providing any kind of investment advice. 82. Glisson never bought or sold shares in any public company (other than CMKM) directly 76. Glisson did not open or carry any securities accounts as an agent for any person. 77. Professionals in the securities markets did not engage in any transactions whereby they bought or sold CMKM stock or any other securities from or to Glisson. 78. Glisson never gave any person who bought or sold CMKM stock from or to him any business card indicating that Glisson was a securities broker, dealer or investment advisor. 79. Glisson never used any letter head stationary indicating that he was a securities broker, dealer or investment advisor.

22 from or to any person or entity. 23 83. Glisson did not hold himself out as anyone who engaged in buying and selling securities

24 at a regular business location. 25 84. Glisson had no regular place of business/location where persons who were interested

26 in buying or selling CMKM stock came to deal with Glisson. 27 /// 28 ///

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85. Glisson never acted as a broker or agent or otherwise effectuated transactions in CMKM

2 stock for the account of any other person or entity in return for a broker's fee or other similar 3 consideration for professional services. 4 86. Glisson was never employed by or otherwise worked for any securities broker, dealer

5 or investment advisor. 6 87. Glisson never intended to or did "make a market" (provide liquidity and thus support

7 and stabilize the public trading market) for CMKM stock. 8 88. Glisson never worked with or otherwise assisted any registered securities broker-dealer 9 to promote, offer to sell or sell any CMKM stock. 10 89. Glisson never engaged in any activity with CMKM for purposes of issuing, trading or 11 inducing or attempting to induce the purchase or sale of any shares of CMKM stock. 12 90. Glisson never engaged in any activity with any securities broker or dealer, or any issuer 13 including CMKM, for purposes of issuing, trading, or inducing or attempting to induce the purchase 14 or sale of any shares of CMKM (or any "penny stock"). 15 91. Glisson's sales of CMKM stock never involved, in whole or in part, any unsold 16 allotment of securities in the public or other distribution of CMKM securities by CMKM or any 17 underwriter of such securities for CMKM. 18 92. All of Glisson's purchases and sales of CMKM stock in 2004, 2005, 2006, 2007 were 19 for his own investment account and personal benefit. 20 93. In buying CMKM shares in 2004-2006, Glisson was never trying to make a profit from 21 22 such individual transactions but, rather, he was trying to increase his holdings of CMKM stock with 23 the intention and hope that such investment would increase in value over the long term. 24 94. Prospective purchasers or sellers of CMKM stock who dealt with Glisson came to him

25 to buy or sell CMKM stock - - not for broker-dealer services or any kind of investment advice. 26 27 28 95. Glisson never solicited persons to buy or sell CMKM stock from or to him. 96. Glisson persuaded family and friends to invest in CMKM stock. 97. Except for his trading CMKM stock through his account at Ameritrade, all of Glisson's

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1 transactions in CMKM stock during the 2005-2007 period referenced in the SEC's Complaint were 2 on a one-on-one (person-to-person) basis with the sellers and buyers of such stock. 3 98. Glisson's transactions in CMKM stock never involved, in whole or in part, any unsold

4 allotment of securities in the public distribution of CMKM stock by CMKM or any underwriter of 5 such securities for CMKM. 6 99. None of the shares of CMKM stock owned by Glisson were the subject of any

7 restriction on transfer issued by CMKM, and none of the certificates for shares of CMKM stock 8 owned by Glisson carried any legend restricting the sale and transfer of such shares or otherwise 9 notifying Glisson (or any transferee) that such shares were not "free trading" shares. 10 100. On and after October 28, 2005, when CMKM's registration statement under the 11 Securities Exchange Act of 1934 was revoked by the SEC, for CMKM's failure to keep its '34 Act 12 reporting information current, neither CMKM or its stock transfer agent(s) attempted to put any 13 kind of restrictive legend on outstanding certificates held by CMKM stockholders including 14 Glisson and they did not issue any kind of "stop transfer" instructions in respect of such outstanding 15 shares of CMKM stock - - including when new certificates were issued covering such shares of 16 previously outstanding stock. 17 101. At no time after October 28, 2005, did the SEC make any kind of public release or 18 statement advising that CMKM shareholders were no longer capable of buying or selling CMKM 19 stock without violating the Federal securities laws. 20 102. CMKM's transfer agent(s) never advised Glisson that there was any reason he should 21 22 refrain from buying or selling CMKM stock for any reason. 23 103. CMKM's stock transfer agent(s), 1st Global (and Transfer Online) never refused to

24 register the transfer of shares of CMKM stock owned by Glisson or advised him that there was any 25 prohibition or limitation of any kind on his purchase, sale and/or transfer of such shares. 26 104. Glisson looked to 1st Global to advise him as to any legal questions that might pertain

27 to the shares of CMKM stock which he was buying or selling. 28 105. The SEC has never initiated any action to prevent CMKM's stock transfer agents from

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1 transferring shares (and registering such transfers) of CMKM stock on the CMKM's stock transfer 2 books and records. 3 106. During the course of the SEC's investigation concerning Glisson commencing in 2006

4 resulting in the filing of this action against Glisson in 2009, Glisson repeatedly asked the SEC Staff 5 to please state in writing to him, if they believed it was the case, that his transactions in CMKM 6 stock actually violated any Federal securities laws, rules or regulations; and the SEC never sent 7 Glisson any such notice, statement or opinion. 8 107. Glisson told the SEC Staff on more than one occasion prior to the filing of this 9 injunctive action that, since they would not state that they believed he was doing anything wrong 10 in buying and selling, CMKM stock, he intended to retain the flexibility to continue buying or 11 selling CMKM stock; but that he would immediately stop such activity if and when any court or 12 other similar authority advised him that such investment activity constituted a violation of the 13 Federal securities laws. 14 108. Whenever Glisson purchased or sold CMKM stock, he incurred outof-pocket expenses 15 associated with such stock transactions including without limitation transportation (air freight) 16 expenses and fees paid to CMKM's stock transfer agent(s). 17 109. In order to try to compute the "profit" or "gain" that Glisson made buying and selling 18 CMKM stock, like any investor, Glisson would need to compute the gross proceeds from his sales 19 of CMKM stock (including losses incurred in any such transactions), reduce the gross proceeds by 20 the cost of the shares that Glisson had purchased then resold, then reduce the resulting amount 21 22 further by computing the related costs and expenses incurred and paid to third parties as a result 23 of such trading (such as brokerage commissions if any, transfer agent fees/expenses, shipping 24 costs/expenses, etc.) and further reduce the resulting amount by any Federal and state tax obligation 25 due and owing in respect of each individual transaction. 26 27 110. Glisson has no intention of buying or selling any CMKM stock in the future. 111. Glisson never has in the past and has no intention of working with any issuer, broker,

28 dealer or promoter in connection with the sale of any "penny stock" in the future.

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1 2 stock. 3 4

112. Glisson is not the current registered or beneficial owner of any shares of CMKM

113. Glisson has no more CMKM stock. 114. Glisson has no intention of entering or otherwise conducting in the future any business

5 which involves providing securities broker or dealer services and/or purchasing, offering and/or 6 selling the securities of any public company in any unregistered or registered offering and/or sale 7 of any such securities. 8 9 10 11 12 13 14 such person's own account, either individually or in a fiduciary capacity, but not as a part of a 15 16 17 18 19 20 21 regular business." 15 U.S.C. 78c(a)(5). This Court, based upon the evidence, finds that Glisson was not a "dealer" as defined by 15 U.S.C. Section 78c(a)(5) in that Glisson's purchase and sale of CMKM stock was not part of a regular business. Securities Dealers are required to register with the SEC under Section 5 of the Exchange Act. If Glisson is not a Securities Dealer (or was not a Securities Dealer during any public offering

CONCLUSIONS OF LAW

For purposes of 15(a) liability, a "broker" is defined as "any person engaged in the business of effecting transactions in securities for the account of others." 15 U.S.C. 78c(4)(A) The Exchange Act defines "dealer" as "any person engaged in the business of buying and selling securities for such person's own account through a broker or otherwise," but specifically excludes from the definition "a person that buys or sells securities for

22 of CMKM stock), then his sales of CMKM stock were exempt from registration under Section 5 23 of the Securities Act of 1933 by virtue of the exemptions provided to every person other than an 24 issuer, underwriter or dealer under Sections 4(1) and 4(3) of the Securities Act. 25 As set forth above, because this Court finds that Glisson was not a "dealer" nor was he an

26 issuer, or underwriter, then it must find that his sales CMKM stock were exempt from registration 27 under Section 5 of the Securities Act of 1933 and Section 4(1) and 4 (3). 28 Section 5(a) provides: "Unless a registration statement is in effect as to a security, it shall be unlawful for any person, directly or indirectly ... to make use of any means or instruments of -11-

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1 transportation or communication in interstate commerce or of the mails to sell such security ... [or] 2 to carry or cause to be carried through the mails or in interstate commerce, by any means or 3 instruments of transportation, any such security for the purpose of sale or for delivery after sale." 4 Section 5(c) provides, in part: "It shall be unlawful for any person, directly or indirectly,

5 to make use of any means or instruments of transportation or communication in interstate 6 commerce or of the mails to offer to sell or offer to buy ... any security, unless a registration 7 statement has been filed as to such security." 8 Section 4(1), of the Securities Act, 15 U.S.C. 77d(1), the 5 registration requirements do 9 not apply to "transactions by any person other than an issuer, underwriter, or dealer." 15 U.S.C. 10 77d(1). 11 Since this Court has held that Glisson was not engaged in the business of being a Securities 12 Dealer, then he was not required to register with the SEC; but, more importantly, his sale of 13 CMKM stock did not have to be registered under Section 5 of the Securities - - and there is no 14 "liability" for Glisson and thus there is no need to address any questions of and concerning 15 damages in this case. Respectfully submitted by: 16 SANTACROCE LAW OFFICES, LTD. 17 18 19 20 21 22 23 24 /s/ Frederick A. Santacroce FREDERICK A. SANTACROCE, ESQ. Nevada Bar No. 5121 706 S. Eighth Street Las Vegas, Nevada 89101 Phone: (702) 598-1666 Facsimile: (702) 385-1327 E-mail: fasatty@yahoo.com CERTIFICATE OF SERVICE I hereby certify that this document was filed through the ECF system and has been sent

25 electronically to the registered participants as identified on the Notice of Electronic Filing (NEF) 26 on April 4, 2012 and paper copies sent to those indicated as non-registered. 27 28 /s/ Frederick A. Santacroce FREDERICK A. SANTACROCE, ESQ.

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