posted
Here's the letter that OTCBB wants incorporated into the 10K not referenced.
Thomas Benson, C.P.A. Certified Public Accountant 4599 Mistywood Drive Okemos, MI 48864
Board of Directors Conversion Solutions Holdings Corp. A Development Stage Company 125 Townpark Drive, Suite 300 Kennesaw, GA 30144
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.
posted
seems odd to me that Rufus and gang would make reference to the letter in the 8K when in fact they were supposed to physically insert the letter in the 10K - after all, why would they think they could just reference it in the 8K unless they were told they could do so? Because referencing it in the 8K doesn't seem like something one would be "naturally" inclined to do.
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posted
I was hoping Rufus would call in tonight or Simon would call Rufie to talk about the "e".
Do you guys think that they really did forget to put something into the 10K? I would think that if it was an error that Rufus would've put out a PR right away.
What do you think?
-------------------- ..just remember....Family is EVERYTHING!!
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posted
Hi all, home with the family, about to kick back and watch a little ball, have a drink, and make my shopping list for Dec. 1st. Baby girl just requested a tuck in, so you guys keep everything together until the AM - and Jenna, PM me if anything comes up so I don't have to read 25 pages - LMAO!
Night!
-------------------- Study before you buy, Sell before you think about it....
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quote:Originally posted by Jenna: I was hoping Rufus would call in tonight or Simon would call Rufie to talk about the "e".
Do you guys think that they really did forget to put something into the 10K? I would think that if it was an error that Rufus would've put out a PR right away.
What do you think?
i've posted the page where teh supposedly missing letter was linked several times today...
Rufus LINKED it to the filed 8K... which the SEC already had..
he didn't forget...
the SEC doesn't seem to like the link...
i didn't call compliance myself and ask...
it doesn't matter
-------------------- Don't envy the happiness of those who live in a fool's paradise.
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posted
Not sure it seems real odd to me...In ones mind the SEC already has a copy...so simply make the reference... IF THIS is the problem...I can understand the mistake...
quote:Originally posted by MTPromises: seems odd to me that Rufus and gang would make reference to the letter in the 8K when in fact they were supposed to physically insert the letter in the 10K - after all, why would they think they could just reference it in the 8K unless they were told they could do so? Because referencing it in the 8K doesn't seem like something one would be "naturally" inclined to do.
-------------------- #1 Rule: Protect your capital! #2 Rule: Never fall for the BS on the boards!
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quote:Originally posted by Jenna: If they already have the link...they shouldn't of had a problem with it...oh well, done & over with...
Simon was just asked if Rufus will call.... Simon doesn't know.
well? i've noticed there's a lot of people like sourstreet reporting every little detail to the SEC... sure is nice to know we have such generous people looking out for US... LOL...
he seems to think he's some sort of SEC bounty hunter...
i wonder how many wives have left him?
-------------------- Don't envy the happiness of those who live in a fool's paradise.
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posted
Disclosure: I bought back in yesterday with my profits
My concern here is not so much the "E" getting tacked on, but the fact that all the filings have mysteriously disappeared from Edgar and SEC Sites. What's up with that?
Jo
-------------------- "Great Day for Up!"....Dr. Seuss
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quote:Originally posted by Jo4321: Disclosure: I bought back in yesterday with my profits
My concern here is not so much the "E" getting tacked on, but the fact that all the filings have mysteriously disappeared from Edgar and SEC Sites. What's up with that?
quote:Originally posted by Jo4321: Disclosure: I bought back in yesterday with my profits
My concern here is not so much the "E" getting tacked on, but the fact that all the filings have mysteriously disappeared from Edgar and SEC Sites. What's up with that?
Jo
Jo...I don't understand what you mean......I go to Edgar and see them all.
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quote:Originally posted by Jo4321: Disclosure: I bought back in yesterday with my profits
My concern here is not so much the "E" getting tacked on, but the fact that all the filings have mysteriously disappeared from Edgar and SEC Sites. What's up with that?
Jo
What are you smoking Jo? 10KSB and 10KSBA are still right where we left them.
quote:Originally posted by 10of13: Not sure it seems real odd to me...In ones mind the SEC already has a copy...so simply make the reference... IF THIS is the problem...I can understand the mistake...
quote:Originally posted by MTPromises: seems odd to me that Rufus and gang would make reference to the letter in the 8K when in fact they were supposed to physically insert the letter in the 10K - after all, why would they think they could just reference it in the 8K unless they were told they could do so? Because referencing it in the 8K doesn't seem like something one would be "naturally" inclined to do.
Everyone did a great job today holding through what was a simple mistake in filing and something that is easily corrected. From here we will continue on as planned.
Remember, the SEC is a bureaucracy, filled with everyday people trying to do their jobs just like the rest of the world. There are rules set in place and the person at the SEC that processed this filing was simply adhering to the letter of the rule. Another person might have let it slide.
This was not a big conspiracy by the MMs or by the SEC; this was simply a filing that needed to conform to the SECs very strict regulations. That is all... and the merket did not overreact. Now did the MMs try to take advantage of the extra day and confusion? You can be sure.
My company deals with filing documents with all 50 states and every county in every state on behalf of some of the largest law firms in the country. I will be the first to tell you that things get flagged and rejected for all kinds of reasons - bar codes misaligned, font sizes incorrect, required information missing. In many of these cases the very same filing would have been accepted in a different time and place with a different person reviewing it.
Now that this is behind us we can move on. This is not a black mark on the competency of CSHD or the SEC. The filng will be corrected, compliance will be met and the game will go on.
posted
Glass - Sourstreets had at least 7 wives...I think his longest marriage was 3 weeks..and she must've been a Saint to last that long...
10- I don't think he's gonna call in & if he did I don't think I'd be able to stay up - still shot from commentating the other night!
Jo- Are the doc's still missing? I didn't know that...I'll check.
FYI- Today I emailed the SEC to ask about the rules for the share issuance...I'm sure Rufus knows the rules.. I'm not worried * ALL!! It would just be nice to have something in writing from SEC in case people are wondering.... we'll see what comes first Simon's show Mon. with the lawyer on it or my email...somehow I think Monday will come first!
-------------------- ..just remember....Family is EVERYTHING!!
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posted
In my Humble opinion (no pun intended), there was no omition. If there was, they wouldn't has been so pis*ed. I think there was a mistake on the part of the people supplying the list to the firms. I may be way off base, but why would you be so mad if you didn't do it correct ?
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quote:Originally posted by Jenna: Simon is going to have a SEC lawyer on Monday night to talk about if what Rufus did is legit.
I feel compelled to reiterate a point I addressed last evening. The NASD notification is not a request for approval, just a notification of the new share structure that CSHD plans to register. By law they have every right to restrusture their shares after a corp to corp merger. They will notify the NASD and I believe the S3 serves the purpose of registering those shares for trading (not my area of expertise). The 10 day notification requirement should have been met by Oct 30th, the announced payment date for the final consideration of the merger - the shares in the merged entity.
Everything to date is moving along with all the best intentions to meet all requirements. There are no hidden games. Confusion comes from the fact that very few, if any, of us are experts in the laws governing mergers in the state of Delaware, arguably the state burdened with more corporate regulations than any other state in the U.S. Why do you think most companies incorporate in DE? - more loopholes/flexibility/benefits. Add into that the additional regulations and you get a very complicated environment in which to operate.
There may be a few procedural bumps along the way but these hurdles are not unique to CSHD; they happen all the time. Anyone out there ever buy a house and get stuck at the closing table because of a tiny problem? If not, you are one of the lucky ones.
I am very pleased with the price stability today in the face of a confusing situation. CSHD management took care of the problem quickly and we are ready to move on.
posted
Intersting........Simon just said that he was expecting a call tonight from someone & we would have gotten a "kick" out of it, but that person never called & he said this person was NOT Rufus or Michael Alexander.........could he have been expecting Tut?......'
Humble - thank you for your posts they are truely uplifting!
-------------------- ..just remember....Family is EVERYTHING!!
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quote:Originally posted by thedoctor: In my Humble opinion (no pun intended), there was no omition. If there was, they wouldn't has been so pis*ed. I think there was a mistake on the part of the people supplying the list to the firms. I may be way off base, but why would you be so mad if you didn't do it correct ?
I disagree about CSHD's reaction. In their minds everything was correct. In the interpretation of the SEC there was something that needed to be corrected. An omission is not the only thing that can cause a discrepancy. Something as simple as a linked document could certainly do itif the processor were working through a checklist. We might never know what caused the SEC to require additional action on the filing or if this was simply a clerical mistake that never should of happened. However, I would not be surprised if it was, in fact, the SEC requiring something of CSHD and, if that was the case, it is no big deal. We all saw the filing. It is done.
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