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Author Topic: ** CSHD **
Doniboy
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Bob asked that we start a new thread. So I did.

[Big Grin]

http://www.allstocks.com/stockmessageboard/ubb/ultimatebb.php/ubb/get_topic/f/2/ t/012891.html

[ October 01, 2006, 22:39: Message edited by: Bob Frey ]

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"I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell

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Doniboy
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Form 8-K/A for FURIA ORGANIZATION INC /DE/


--------------------------------------------------------------------------------

29-Sep-2006

Entry into a Material Definitive Agreement, Completion of Acquisiti


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").

Pursuant to the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of common stock of Conversion Solutions, Inc. will be converted into the right to receive 1 shares of FHAL common stock, par value $0.001 per share (the "Exchange Ratio"), and each issued, outstanding, unexpired and unexercised CVSU stock option will be converted into FHAL stock options using the Exchange Ratio.

The Board of Directors (the "Board") and Majority shareholders of FHAL has unanimously approved the Merger Agreement. FHAL and CVSU have made customary representations, warranties and covenants in the Merger Agreement. FHAL's covenants include, among others, that (i) CVSU will conduct its business in the ordinary course consistent with past practice during the interim period between the execution of the Merger Agreement and the effective time of the Merger, (ii) FHAL will not engage in any types of transactions during such interim period,
(iii) FHAL and CVSU will not solicit proposals relating to alternative business combination transactions, and (iv) subject to certain exceptions, FHAL and CVSU will not enter into discussions concerning or provide confidential information in connection with any proposals for alternative business combination transactions.

FHAL and CVSU intend to file an S-4 registration statement / prospectus in connection with the proposed Merger for the registration of the CVSU share pursuant to the Merger agreement. Completion of the Merger is subject to customary closing conditions, including, among other things, (i) absence of any order or injunction prohibiting the consummation of the Merger; (ii) the accuracy of the representations and warranties of the each party; and (iii) compliance of each party with its covenants.

The Merger Agreement contains certain termination rights for both CVSU and FHAL, and further provides that, upon termination of the Merger Agreement under specified circumstances.

This description of the Merger Agreement is qualified in its entirety by the terms and conditions of the Merger Agreement, which is filed as Exhibit 2.1 hereto, and is incorporated herein by reference.

The Voting Agreements

In connection with the execution of the Merger Agreement, FHAL's executive officers and each member of the Board, in their capacities as stockholders, entered into a Voting Agreement with CVSU (each, a "Voting Agreement"), pursuant to which, among other things, each executive officer of FHAL and member of the . . .


Item 2.01 Completion of Acquisition or Disposition of Assets.
The Financial Accounting Standards Board's Interpretation No. 46, "Consolidation of Variable Interest Entities - an interpretation of ARB No. 51," (revised) ("FIN 46(R)") provides guidance on the identification of and reporting for variable interest entities. FIN 46(R) requires that a company consolidate a variable interest entity when the company is the primary beneficiary of the variable interest entity. The primary beneficiary of a variable interest entity is the party that absorbs a majority of the entity's expected losses, receives a majority of its expected residual returns, or both, as a result of holding a variable interest.

As a result of the agreement noted in Item 1.01, the Company has concluded that it is the primary beneficiary of Conversion Solutions, Inc. as defined by FIN 46(R) and, therefore, will consolidate The FrontHaul Group, Inc and Conversion Solutions, Inc. financial results at the filing of the Company's Fourth quarter June 30, 2006 10KSB of fiscal 2005.


Item 2.02 Results of Operations and Financial Condition.
As a result of the agreement noted in Item 1.01, and incorporated by this reference; the Financial Statement of CVSU for the period of July 1, 2005 thru June 30, 2006, is attached hereto as Exhibit 9.1 and will be the starting point for the consolidated financial information that will be filed in the company's 10-K.


Item 3.01 Transfer of Listing.
As a result of the agreement noted in Item 1.01, and incorporated by this reference; the surviving name of the corporation and trading symbol will be Conversion Solutions, Inc (OCT BB: CVSU).


Item 3.02 Unregistered Sales of Equity Securities.
As a result of the agreement noted in Item 1.01, and incorporated by this reference; the following securities are issued to the exiting officer per employment contracts;

(a) David Perley Operations Manager 2,000,000 Common Shares
(b) Randy Moseley Chief Financial Officer 1,000,000 Common Shares
(c) Jacquie O'Neill Account Manager 30,000 Common Shares
(d) Jerry Willeford Fleet Manager 20,000 Common Shares


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
As a result of the agreement noted in Item 1.01, and incorporated by this reference; the surviving Directors and Officer of the Reorganized corporations are listed as follows:


Exiting Board of Directors
(a) Michael Alexander Chairman


Exiting Officers
(a) Michael Alexander Chief Executive Officer
(b) Randy Moseley Chief Financial Officer
(c) Jacquie O'Neill Account Manager
(d) Jerry Willeford Fleet Manager
(e) David Perley Operations Manager


--------------------------------------------------------------------------------


Surviving Board of Directors
(a) Rufus Paul Harris Chairman
(b) Ben Stanley Director
(c) Jerry Bivens Director
(d) John Walsh Director


Surviving Officers
(a) Rufus Paul Harris Chief Executive Officer
(b) Ben Stanley Chief Operating Officer
(c) Darryl Horton Chief Financial Officer
(d) Jerry Bivens Corporate Secretary
(e) Romeo Venditti Executive Vice President of Global Investements
(f) Sabra Dabbs Executive Vice President Investments
(g) John Walsh Executive Vice President Administrations

Rufus Harris - Chairman & Chief Executive Officer & President Mr. Harris is the Founder and originator of Waatle Holdings Corp, Arizona Corporation and Conversion Solutions, Inc a Delaware Corporation. The co-founder of Songwi Trust. His experiences range from high-end corporate financing to bond origination. Mr. Harris has facilitated and originated projects, corporate and bond financing for more than 10 years.

Ben Stanley - Director & Chief Operating Officer Mr. Stanley is the Founder and co-originator of Waatle Holdings Corp and CVSU and the co-founder of Songwi Trust. His experiences range from high-end corporate financing to bond origination. Mr. Stanley has facilitated and originated projects, corporate and bond financing for more than 15 years.

John Walsh - Director & Executive Vice President Administrations Mr. Walsh formerly served as Controller, Birmingham Southeast, LLC a subsidiary of Birmingham Steel Corporation. Prior to that, Mr. Walsh has more than 25 years of experience as a Controller and Administrator in several industries,
i.e., molded rubber, chemicals, fibers, PVC film, and consulting. His experience includes more than 18 years with Hoechst Corporation, a Fortune 100 Company, with ever-increasing responsibilities. He last served as Director of Financial Administration at the Hoechst PVC Film Division.

Darryl Horton, CPA - Chief Financial Officer Mr. Horton is a graduate of Accounting (cum laude) from Michigan State University and has an array of experiences that include fifteen years working as an executive with the State of Michigan. Mr. Horton has served State Government as Director of Internal Audits and he is currently the Director of the Division of Licensing & Certification, which is responsible for the monitoring and regulation of all of the state's hospitals and health facilities.

Darryl Horton has earned invaluable experience as a Certified Public Accountant for over fourteen years and as Founder and CEO of Horton & Associates, a public accounting firm specializing in corporate tax planning. As an Associate Member of the Certified Fraud Examiners and as a Certified Internal Auditor, Mr. Horton has developed and monitored budgets in excess of 250 million USD, focusing on analysis of internal controls and utilizing risk assessment tools for various organizations in both the private and public industry sectors.

Mr. Horton is a highly respected member of his community who serves as Audit Chair for the local chapter of the American Red Cross; he is a member of the National Association of Accountants and the Institute of Internal Auditors, in addition to participating on the boards of several other organizations and charities.

As Chief Financial Officer, Mr. Horton will provide corporate leadership by directing treasury activities and with coordination of budget programs. He will assess the financial impact of functional initiatives and generate creative solutions. Mr. Horton will formulate and optimize the capital and tax strategy of the company and will be responsible for financial reporting by developing objectives for establishing a reporting system with controls and safeguards to protect company assets.

Jerry Bivens -- Corporate Secretary
Mr. Bivens has a Masters of Education from University of Tennessee, and a Bachelor of Science from Tennessee Wesleyan College. His experience ranges from Director of Financial to Marketing Director for two publicly held companies. Mr. Bivens has taught at the United States Military Academy, WestPoint, University of Tennessee, Hiwassee College, and Tennessee Wesleyan College.


--------------------------------------------------------------------------------


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As a result of the agreement noted in Item 1.01, and incorporated by this reference; the surviving Articles of Incorporation is attached hereto as Exhibit 3.1.

As a result of the agreement noted in Item 1.01, and incorporated by this reference; the surviving By-Laws is attached hereto as Exhibit 3.2.


Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
As a result of the agreement noted in Item 1.01, and incorporated by this reference; the company engages new Corporate Charters attached hereto as Exhibit 3.3.


Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.

A Un-Audited financial information required by this Item 7(a) has been included with this filing .

(b) Pro Forma Financial Information.

The pro forma financial information required by this Item 7(b) has not been included with this filing and will be filed by amendment to this Form 8-K not later than 60 days after the date this initial report on Form 8-K must be filed.


(b) Exhibits

The Following Exhibits are filed herewith:

Exhibit No. Description

2.1 Agreement and Plan of Merger, by and among FHAL and CVSU dated as of July 8, 2006
2.2 Form of Voting Agreement, by and among FHAL and CVSU dated as of July 8, 2006
2.3 Form of Affiliate Agreement
3.1 Articles of Incorporation
3.2 By-Laws
3.3 Corporate Charters
9.1 CVSU Un-audited financials for July1, 2005 thru June 30, 2006
99.1 Press Release dated June 11, 2005 by FHAL and CVSU announcing the Agreement and Plan of Merger.

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"I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell

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2late
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I be the thied post on the new thread
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user095263
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shoulda mentioned the 10k in the thread title...

seeing as it's what we're awaiting with bated breath [Wink]

~BB

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Igor R
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10 hours, 20 minutes.
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Doniboy
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Yeah, but things get dated quickly BB. When the 10K comes out and we're waiting foe NASDAQ it will seem petty..LOL

Here's hoping anyway [Smile]

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"I will smack you in the mouth, I'm Neil Diamond"- Will Ferrell

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luvforever
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everyone get rested we have a big day ahead...glta [Wink]

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Never lookback...

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2late
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originally posted by chartwalker ::::


quote:
--------------------------------------------------------------------------------
Originally posted by fhalyesss:
Lets break this down for all those strugging to grasp the basic concepts:

The bonds are not real/owned by CSHD?

On March 15, 2006, the Company acquired full ownership of Global Bonds issued through the Republic of Venezuela with an issuance date of July 31, 1998 and a maturity date of August 15, 2018. The principal amount of the bonds is $500,000,000 USD with a fixed interest rate of 13.625%, computed on a semi-annual basis. The applicable identification codes are as follows: Common Code - 008975540; CUSIP - 922646AT1; & ISIN Code - US922646AT10. The first interest payment is due on August 8, 2006, in which interest receivable and revenue have been properly accrued, to the holders of the bonds (the Company).


The financials are not audited?

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Conversion Solutions Holdings Corp.

We have audited the accompanying balance sheet of Conversion Solutions Holdings Corp. as of June 30, 2006 and the related statements of operations, and stockholders' equity (deficit) and cash flows, for the year ended June 30, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Conversion Solutions Holdings Corp. as of June 30, 2006 and the results of its operations and its cash flows for the year ended June 30, 2006 in conformity with accounting principles generally accepted in the United States of America. -S- Thomas Benson

CSHD has not got any cashflow?

The Company is the holder of a UCC Security Note (valued in excess of three hundred million USD), which was obtained as part of the merger with Waatle Holdings Corp. on June 17, 2005. The UCC Security Note was properly assigned to Waatle Holdings Corp. (assignee) on April 15, 2004 to be effective on May 27, 2004 from another company (assignor) in exchange for agreed upon consideration. The UCC Security Note is free and clear of all liens and encumbrances and the company has clear and marketable title to the assets securing the note. The assignor is a corporation organized and existing under the laws of the State of Washington and in good standing under the laws of such State. The value of the UCC Security Note is double collateralized, first by a federal judgment issued and second, by real property holdings appraised in excess of sixty million USD. The real property has been properly recorded as required by UCC Security statutes perfecting the interest of the assets, in accordance with the laws of the appropriate jurisdiction. The value components of the notes are as follows: $172,299,000 in principal and $137,839,000 in interest computed at 10%. The security note has a Certificate of Standing properly filed and recorded providing verification that there are no liens or other encumbrances against the note, and it is fully owned by the Company.

Total audited assets up to 30th June 06
$811,478,487

Lets keep bumping this page up for the benefit of newbies and skeptics alike!

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Uncle Smelly
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This is going to be a week to remember...one way or the other! I'm ready for the GOOD TIMES !
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2late
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holding tight, money is going to roll... [Smile]
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PCola77
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I'm sure I'll sound like a pumper, but really just want to throw a heads up to you CHSD guys that a similar situation is going on with AWYB.

Quick story: AWBV did a 5000:1 R/S and the flaot is now 2.8 million shares, but 32 million shares traded on 9/12 and many multiples of the float sinc then. Pre split price converted to .50, but it's still only trading at .40 (though already up a ton from when peope started to realize it)

Supposedly the CEO has ordered a NOBO report and is supposed ot get it tomorrow and PR the results on Tuesday.

If the numbers are anywhere near what people seem to think, this should be like CSHD but bigger. The float is only 2.8 mil vs 30 mil for CSHD andth CSHD short position was (I think) 1.5 times float, which people are estimating 8-10 times the float.

There's tons of info on the under .10 board, or PM me if you'd like more detail.

Good luck, regardless.

-PCola77

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TaxBack04
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quote:
Originally posted by PCola77:
I'm sure I'll sound like a pumper, but really just want to throw a heads up to you CHSD guys that a similar situation is going on with AWYB.

Quick story: AWBV did a 5000:1 R/S and the flaot is now 2.8 million shares, but 32 million shares traded on 9/12 and many multiples of the float sinc then. Pre split price converted to .50, but it's still only trading at .40 (though already up a ton from when peope started to realize it)

Supposedly the CEO has ordered a NOBO report and is supposed ot get it tomorrow and PR the results on Tuesday.

If the numbers are anywhere near what people seem to think, this should be like CSHD but bigger. The float is only 2.8 mil vs 30 mil for CSHD andth CSHD short position was (I think) 1.5 times float, which people are estimating 8-10 times the float.

There's tons of info on the under .10 board, or PM me if you'd like more detail.

Good luck, regardless.

-PCola77

That isn't anything remotely like the situation here, except it is two companies who are checking their NOBO. Thanks for the info, no matter how unrelated.

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Una Mas!

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user095263
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ummm, no thx on the sex game investment there cola LOL

unless rufus decides he wants to add to his holdings [Wink]

g'nite all. wake me up if we get a late-nite PR!

~BB

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user095263
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oh hey - does anyone notice the 10k extension doesnt show up under SEC filings for the company anymore and the 8k shows up "amended"? [Confused]
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TaxBack04
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quote:
Originally posted by betting babe:
oh hey - does anyone notice the 10k extension doesnt show up under SEC filings for the company anymore and the 8k shows up "amended"? [Confused]

really? Looking...

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Una Mas!

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user095263
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at least in yahoo and in TDam
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TaxBack04
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BB you had me there... Yahoo does not show more than one filing per day I think. (just guessing)

NT 10-K is on Edgar and SEC site.

http://yahoo.brand.edgar-online.com/fetchFilingFrameset.aspx?FilingID=4678248&Ty pe=HTML

http://www.sec.gov/Archives/edgar/data/757563/000129707706000067/cshdext-10k.htm

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Una Mas!

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Jenna
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What's with all the RUDENESS lately?

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..just remember....Family is EVERYTHING!!

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user095263
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blah. friggin TDAm.

one person's rudeness is another's cordiality. [Wink]

gooooooodnite.

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Jenna
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"PAY IT FORWARD"!

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..just remember....Family is EVERYTHING!!

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CRab
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So what's up ya'll? Are we all rich yet, lol? I've been thinking about this the whole weekend...ya know spending the money before I have it...just like I know I'm not supposed to be doing. I'm 23 and it's still not quite registering...how great...and unbelievable this really is. I'm completely sold here...after reading the amended 8k, although I'd be lying if I said I wasn't before then anyway...

Someone mentioned something earlier about the 8k being a way to justify that it should have been trading at a higher price...I think there is something to that...with regards to moving to the NASDAQ...

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Jenna
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So Crab,
it looks like it's just you & me & I think I'm going to bed.

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..just remember....Family is EVERYTHING!!

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Jenna
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Good Night! GLTA!!! Go CSHD!!!

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..just remember....Family is EVERYTHING!!

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Vin
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Good night. Dream of big $$$'s! [Smile]

[ October 02, 2006, 00:36: Message edited by: Vin ]

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mo-rydr
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Link to FORM 8-K/A:

http://xml.10kwizard.com/filing_raw.php?repo=tenk&ipage=4408254">http://xml.1 0kwizard.com/filing_raw.php?repo=tenk&ipage=4408254</a>

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Hi-ho Momo, awayyyy...

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mo-rydr
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Good morning all. As a recent new investor of CSHD (6K shares at blended $2.50) I have a sizeable investment (for me) without the luxury of 'free shares'. But I feel good about this stock and mostly have been trying to catch up with everyone else on the DD.

There is one little tidbit that I would like to share about TUT's latest post that I hope will add to the understanding of what he said. I am referring to this sentence, "The Phoenix will have revealed for all to see and there will be no doubt."

Now I do not claim to be an expert on this but I have done some study in the past on ancient forms of Figures of Speech. There is something conspicuously missing in that statement. Let me rephrase the statement so you will understand what I am talking about:

"The Phoenix will have revealed (what?) for all to see and there will be no doubt."

What is missing is the SUBJECT of the sentence. Now in ancient forms of Figures of Speech, when something is omitted on purpose that is supposed to be readily understood, it is done to EMPHISIZE the importance of it's meaning.

I think that most of you here have a better understanding than I of what the subject of this sentence is, so maybe someone can enlighten us noob's to it's conjectured meaning.


Quote:
Originally Posted by tutankhamen

With the "dawning of the new week" your eyes will be opened to many wonders. The Phoenix will have revealed for all to see and there will be no doubt. You will be through the gates of victory and there will be no turning back for there is so much more before you than you dreamed of.

You who have stood strong, yours is the victory cup to drink of.

Those who stand before me will live. Those who stand with their backs to me will surely perish.

ya KHabar befloos, bukrah yeb'a bebalash

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Hi-ho Momo, awayyyy...

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imapoorcollegestudent
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Good Morning Board!
Got a pretty good feeling here... waiting for the revealing from the Phoenix's wings! Open up and lemme see please.

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learnin as I go.

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RyanPBF
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good morning everyone. I hope we see something today. I hate this waiting game.

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Deals On Designer Clothes For Kids

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BuckyBarnes
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G'd Day Board,
Long Days and Pleasant Nights to the folks who have profited on this play by holding fast and strong in their belief and judgments on CSHD.

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"No nation was ever ruined by trade." Benjamin Franklin

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portman
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Good luck to all in the coming day.

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- "Pay it Forward"

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Chart walker
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Chart is IN THE HOUSE!!

Morning Board!!!!

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The "BIG PICTURE" http://www.businessjive.com/nss/darkside.html

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a surfer
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good morning... Mo-ryder I beleive the subject matter in this case is the entire entity.

The whole of rufas' 2 years work will be revealed.

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Chart walker
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If someone has a good "PRE-market" link please post it ~ [Smile]

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The "BIG PICTURE" http://www.businessjive.com/nss/darkside.html

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St. Matthew
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Good morning all...

About to get the kids ready for school, but wanted to check in and say I have a good feeling about today...not sure when it will happen, but I believe something will happen today. GLTA. Will be back about the same time the market opens. Hopefully, there will be a nice PR waiting for me when I get to work. [Eek!]

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"If you go the Extra Mile there will be no Traffic Jams".

St. Matthew

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RyanPBF
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hopefully we see the pr early this morning. I imagine it'll only be a pr about the 8-k. So hopefully that'll spark a little more buying this morning.

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Deals On Designer Clothes For Kids

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