posted
Most of the things that I find on the tax free 368 thing have to do with whether or not there is a capital gains tax on consideration received. I don't see where it sets any rules for procedures in relisting under a new stock name. But if you think about it an IRS code would deal with TAXES. SEC codes would deal with procedures.
-------------------- "I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell Posts: 4190 | From: Rhode Island | Registered: Mar 2006
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posted
OK someone check this out and let me know what you think. It is listed on a site for a company that helps with OTC reverse mergers.
How Long Until Trading: This process is demanding and time sensitive to both the client company and the public shell company. Assuming the co-operation of the client company in providing all necessary information, obtaining action of its Board of Directors and providing audited financial statements within the required time, you may expect to be trading in 60 to 90 days after execution of the agreement.
-------------------- "I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell Posts: 4190 | From: Rhode Island | Registered: Mar 2006
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But with a reverse merger, the deal rests on whether the people who control the shell like the private company and desire to be acquired by it. Market conditions have almost no bearing on the situation.
-------------------- "I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell Posts: 4190 | From: Rhode Island | Registered: Mar 2006
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quote:Originally posted by glassman: so dusty did you buy?
------------------------------------------------ Nope, pulled my bid at .83
Conversion Solutions Announces 500 Million USD Investment Thursday April 27, 4:10 pm ET
KENNESAW, Ga., April 27 /PRNewswire-FirstCall/ -- Conversion Solutions, Inc. (OTC Pink Sheets: CVSU - News) announces that during the SB-2 filing process the following current events have taken place.
CVSU would like to announce the signing of a Global Funding agreement with Ismet Paez of The Caracas Group. The funding agreement brings 500 Million United States Dollar denominated Global, Bonds on the Republic of Venezuela with a 13.625% annual coupon, to CVSU's financials. The bond has been loaded in the Euroclear system with the following codes:
ISIN Number: US922646AT10
Common Code: 008975540
CUSIP: 922646AT1
BB Registration: A-989/08/01 to A-989/08/19
The bond also trades under symbol (VEZD) on the Deutsche Borse Frankfort market.
"We have been working diligently toward Hypothecation of the Bonds for liquidly. We have received written pre-approval for a credit line on the bonds and are in the final phases of execution. This process is very important to the launch of CVSU's business model for the funding of the projects and Asset Backed Security (ABS) origination," stated Ben F. Stanley, COO.
"The Board of directors has decided to complete the Credit facility prior to filing the SB-2; we feel that the addition of this asset is beneficial to the shareholders value," stated Rufus Paul Harris, CEO.
-------------------- Don't envy the happiness of those who live in a fool's paradise. Posts: 36378 | From: USA | Registered: Sep 2003
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quote:Originally posted by Doniboy: Most of the things that I find on the tax free 368 thing have to do with whether or not there is a capital gains tax on consideration received. I don't see where it sets any rules for procedures in relisting under a new stock name. But if you think about it an IRS code would deal with TAXES. SEC codes would deal with procedures.
Oh, I agree, almost totally...
Except? the "empowerment" to reset prices apparently rests squarely on the 368 regs. Not what *I* have posted, mind you--that's what Rufus/company are saying, as far I can figure. You said you got the e-mail, right? Anyway .... The entire argument for ability to change the pps seems to hinge on the 368 regs.
quote:Originally posted by 10of13: So Tex...and all..."he" can "regulate" the price...because "CVSU" has purchased FHAL and FHAL is going through a "name" change to CSVU and it is "being reorginized" so this quote from above applies: "...or a corporation more than 80 percent of the value of whose assets (excluding cash and non-convertible debt obligations) are readily marketable stocks or securities."
Go back in this thread...and Glassman, Tex and I and some others were discussing this...and this was back on the July 20th...pg 15 I believe...as i said last night..all the info is in these threads..and it is so simple that people can't see it!
GLTA!
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards! Posts: 8890 | Registered: Jan 2006
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CVSU is a private company (owned buy Rufas and Stanley) "They" want to be able to trade those stocks CVSU "claims" they are worth at least $15/share
CVSU buys FHAL (already done), They will merge Old CVSU share holders will get 1 share of "FHAL" shares for each CVSU they have (really RUFAS AND STANLEY will now have 2 shares of the "merged" company) All shares are now called "CVSU"... If on the close of day on the first trading day of the "new" ticker symbol..CVSU...does not close at or above the $15.00 mark...all CVSU holders(forget about the symbol of FHAL..it no longer excists)will recieve the difference in $...
According to Rufas and his PR's and the not so wonderful talks with M N1 Rufas has said no R/S but some people have said that "they" would do a R/S but according to this link they would need to give a 10 day notice.
Given to the National Association of Securities Dealers, Inc., no later than 10 [calendar] days prior to the record date involved or, in case of a rights subscription or other offering if such 10 [calendar] days advance notice is not practical, on or before the record date and in no event later than the effective date of the registration statement to which the offering relates, and such notice includes:
How can they close and reset the "pps"?
FHAL was bancrupt and according to the below link...they can close and "reset the PPS"
posted
Guess I am not needed. Now I just need to decide if I want back in, how much I would be willing to spend per share, how many shares I want this time, and how long I want to stay in... Simple stuff.
Maybe I should take my 400% gain and search elsewhere. But a possible 15 bagger from here??? This is tough.
-------------------- "I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell Posts: 4190 | From: Rhode Island | Registered: Mar 2006
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posted
donni... forget the 15$, that's not the prize here...
this is why i get cranky...
the prize is all the shorters.. the co. has the assets to justify setting the price at 15$ if they want... and they can.. as far as i can tell by reading NADAQ's handbook? they just do it...
but all the short-sellers have to cover...
-------------------- Don't envy the happiness of those who live in a fool's paradise. Posts: 36378 | From: USA | Registered: Sep 2003
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posted
My problem now is, I don't find this language in that filing:
quote:If on the close of day on the first trading day of the "new" ticker symbol..CVSU...does not close at or above the $15.00 mark...all CVSU holders(forget about the symbol of FHAL..it no longer excists)will recieve the difference in $...
quote:Originally posted by glassman: donni... forget the 15$, that's not the prize here...
this is why i get cranky...
the prize is all the shorters.. the co. has the assets to justify setting the price at 15$ if they want... and they can.. as far as i can tell by reading NADAQ's handbook? they just do it...
but all the short-sellers have to cover...
Glass, looked at the link; wish I could copy, cut n paste, but haven't figured that out...
Anyway, see the page about "90-second delays" ?
Isn't that what this is about? ie, what traders commonly refer to as "painting the tape"?
quote:Originally posted by glassman: donni... forget the 15$, that's not the prize here...
this is why i get cranky...
the prize is all the shorters.. the co. has the assets to justify setting the price at 15$ if they want... and they can.. as far as i can tell by reading NADAQ's handbook? they just do it...
but all the short-sellers have to cover...
-------------------- "I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell Posts: 4190 | From: Rhode Island | Registered: Mar 2006
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quote:Originally posted by T e x: My problem now is, I don't find this language in that filing:
quote:If on the close of day on the first trading day of the "new" ticker symbol..CVSU...does not close at or above the $15.00 mark...all CVSU holders(forget about the symbol of FHAL..it no longer excists)will recieve the difference in $...
lol, can ANYBODY show me where that language is?
You are sounding like my children...jeeze!
Not sure which part you are looking for...but it's in the 8K
almost the first portion states;
Item 1.01 Entry into a Material Definitive Agreement.
On July 8, 2006, The FrontHaul Group, Inc., a Delaware corporation ("FHAL"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Conversion Solutions, Inc., a Delaware corporation ("CVSU"). The Merger Agreement contemplates that, subject to the terms and conditions of the Merger Agreement, Conversion Solutions, Inc. will be merged with and into FHAL, with FHAL continuing after the merger as the surviving corporation (the "Merger"
And then farther into the 8K..in section 2.6
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards! Posts: 8890 | Registered: Jan 2006
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quote:CVSU is a private company (owned buy Rufas and Stanley) "They" want to be able to trade those stocks CVSU "claims" they are worth at least $15/share
CVSU buys FHAL (already done), They will merge Old CVSU share holders will get 1 share of "FHAL" shares for each CVSU they have (really RUFAS AND STANLEY will now have 2 shares of the "merged" company) All shares are now called "CVSU"... If on the close of day on the first trading day of the "new" ticker symbol..CVSU...does not close at or above the $15.00 mark...all CVSU holders(forget about the symbol of FHAL..it no longer excists)will recieve the difference in $...
is being derived from this passage in the 8K, right?
quote:2.6 AVERAGE CLOSING PRICE ADJUSTMENT.
In the event that the Actual Average Closing Price is less than $15.00, the Surviving Holdings Company shall deliver written notice to the Company no later than the second (2 nd ) Business Day preceding the Closing Date pursuant to which the Surviving Holdings Company shall elect, in its sole discretion, to: (a) maintain the Average Closing Price at a price equal to the Actual Average Closing Price; (b) set the Average Closing Price at $15.00 and pay the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ) an amount in cash equal to $15.00 minus the Actual Average Closing Price per share of Buyer's Stock to be received by such holders of Company Shares; or (c) set the Average Closing Price at $15.00 and pay no additional consideration to the holders of Company Shares receiving shares of Buyer's Stock as Merger Consideration (after giving effect to the allocation procedures set forth in Section 2.4 ). In the event that the Buyer elects option (c) described above, the Company may terminate this Agreement by providing the Buyer written notice of termination no later than one (1) Business Day prior to the Closing Date.
Am I back on track... at least on this part?
Hope so...will take another look in the am, if so.
If not, please *somebody* point me in the right direction...
posted
Purl Gurl, aren't you the one who advised everyone to sell at .13, then again at.28.....etc. No offense, but could you just admit that this thing isn't following the normal patterns of trade. But, I'd like to say that your input has and will always be appriciated by myself, even if I don't take your advise on some things. Just in the end, Please lets not have any I told you so's, because there will not be any coming for me.
"YOU PAID YOUR MONEY AND YOU MAKE YOUR CHOICE"
Posts: 46 | Registered: May 2006
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posted
"Purl Gurl, aren't you the one who advised everyone to sell at .13, then again at.28"
I did not. You are practicing deceit so very typical of a man. I do not appreciate your lying to readers about me.
Rather ironic I am so often asked for opinions about stocks, so often I earn excellent profits for readers and, in the end, I find myself a target of ridicule and hatred.
posted
it is odd they would bring it down .15 on the open with nothing even remotely like NEW info out...
Posts: 2024 | From: New Orleans, LA | Registered: Apr 2006
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